<SEC-DOCUMENT>0001193125-21-092995.txt : 20210325
<SEC-HEADER>0001193125-21-092995.hdr.sgml : 20210325
<ACCEPTANCE-DATETIME>20210324205828
ACCESSION NUMBER:		0001193125-21-092995
CONFORMED SUBMISSION TYPE:	N-2/A
PUBLIC DOCUMENT COUNT:		14
FILED AS OF DATE:		20210325
DATE AS OF CHANGE:		20210324

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			BlackRock Innovation & Growth Trust
		CENTRAL INDEX KEY:			0001836057
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			MD
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		N-2/A
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-23625
		FILM NUMBER:		21769828

	BUSINESS ADDRESS:	
		STREET 1:		BELLEVUE PARKWAY
		CITY:			WILMINGTON
		STATE:			DE
		ZIP:			19808
		BUSINESS PHONE:		800 882 0052

	MAIL ADDRESS:	
		STREET 1:		BELLEVUE PARKWAY
		CITY:			WILMINGTON
		STATE:			DE
		ZIP:			19808

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			BlackRock Innovation & Growth Trust
		CENTRAL INDEX KEY:			0001836057
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			MD
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		N-2/A
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-251526
		FILM NUMBER:		21769827

	BUSINESS ADDRESS:	
		STREET 1:		BELLEVUE PARKWAY
		CITY:			WILMINGTON
		STATE:			DE
		ZIP:			19808
		BUSINESS PHONE:		800 882 0052

	MAIL ADDRESS:	
		STREET 1:		BELLEVUE PARKWAY
		CITY:			WILMINGTON
		STATE:			DE
		ZIP:			19808
<IS-FILER-A-NEW-REGISTRANT>Y
<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/A
<SEQUENCE>1
<FILENAME>d93447dn2a.htm
<DESCRIPTION>BLACKROCK INNOVATION AND GROWTH TRUST
<TEXT>
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<TITLE>BlackRock Innovation and Growth Trust</TITLE>
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  <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>As filed with the Securities and Exchange Commission on March 24, 2021 </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Securities Act Registration&nbsp;No.&nbsp;333-251526</B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Investment Company Act Registration <FONT STYLE="white-space:nowrap">No.&nbsp;811-23625</FONT> </B></P>
<P STYLE="font-size:4pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P> <P STYLE="line-height:1.0pt;margin-top:0pt;margin-bottom:0pt;border-bottom:1px solid #000000">&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:4pt; 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:12pt; font-family:Times New Roman" ALIGN="center"><B>Washington, D.C. 20549 </B></P> <P STYLE="font-size:8pt;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:8pt; 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="margin-top:0pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>Registration Statement </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B><I>under </I></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">


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<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center"><B><I>the Securities Act of 1933</I></B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-size:10pt">&#9746;</FONT></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" ALIGN="center"><B><FONT STYLE="white-space:nowrap">Pre-Effective&nbsp;Amendment</FONT> No.&nbsp;2</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-size:10pt">&#9746;</FONT></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" ALIGN="center"><B>Post-Effective Amendment No.</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-size:10pt">&#9744;</FONT></TD></TR>
</TABLE>  <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>and/or </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>Registration Statement </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B><I>under </I></B></P>
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<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="2%"></TD></TR>


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<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center"><B><I>the Investment Company Act of 1940</I></B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-size:10pt">&#9746;</FONT></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" ALIGN="center"><B>Amendment No.&nbsp;2</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="font-size:10pt">&#9746;</FONT></TD></TR>
</TABLE>  <P STYLE="font-size:8pt;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:8pt; margin-bottom:0pt; font-size:24pt; font-family:Times New Roman" ALIGN="center"><B>BlackRock Innovation and Growth Trust </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>(Exact Name of Registrant as Specified in Declaration of Trust) </B></P>
<P STYLE="font-size:8pt;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:8pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>100 Bellevue Parkway </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Wilmington, Delaware 19809 </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(Address of Principal Executive Offices) </B></P>
<P STYLE="margin-top:8pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><FONT STYLE="white-space:nowrap">(800)&nbsp;882-0052</FONT> </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(Registrant&#146;s Telephone Number, Including Area Code) </B></P>
<P STYLE="margin-top:8pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>John M. Perlowski, President </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>BlackRock Innovation and Growth Trust </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>55 East 52nd Street </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>New
York, New York 10055 </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>(Name and Address of Agent for Service) </B></P>
<P STYLE="font-size:8pt;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:8pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><I>Copies to: </I></B></P> <P STYLE="font-size:8pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD VALIGN="top" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Margery K. Neale, Esq.</B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Elliot J. Gluck, Esq.</B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Willkie Farr&nbsp;&amp; Gallagher LLP</B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>787 Seventh 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 10019</B></P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="center"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>David Wohl, Esq.</B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Weil, Gotshal&nbsp;&amp; Manges LLP</B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>767 Fifth 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 10153</B></P></TD></TR>
</TABLE> <P STYLE="font-size:8pt;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:8pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B>Approximate Date of Proposed Public Offering</B>: As soon as practicable after the effective date of this Registration Statement. </P>
<P STYLE="font-size:8pt;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:8pt; 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;&nbsp;&#9744; </P> <P STYLE="margin-top:8pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">If any securities being registered on this Form will be offered on a delayed or continuous basis in reliance on
Rule 415 under the Securities Act of 1933 (&#147;Securities Act&#148;), other than securities offered in connection with a dividend reinvestment plan, check the following box.&nbsp;&nbsp;&#9744; </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: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;&nbsp;&#9744; </P> <P STYLE="margin-top:8pt; 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;&nbsp;&#9744; </P>
<P STYLE="margin-top:8pt; 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;&nbsp;&#9744; </P>
<P STYLE="margin-top:8pt; 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="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TR style = "page-break-inside:avoid">
<TD WIDTH="4%" VALIGN="top" ALIGN="left">&#9744;</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="justify">when declared effective pursuant to section 8(c) of the Securities Act </P></TD></TR></TABLE>
<P STYLE="margin-top:8pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">If appropriate, check the following box: </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="4%" VALIGN="top" ALIGN="left">&#9744;</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="justify">This [post-effective] amendment designates a new effective date for a previously filed [post-effective
amendment] [registration statement]. </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="4%" VALIGN="top" ALIGN="left">&#9744;</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="justify">This Form is filed to register additional securities for an offering pursuant to Rule 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;&nbsp;&nbsp;&nbsp;&nbsp;</U>.
</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="4%" VALIGN="top" ALIGN="left">&#9744;</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="justify">This Form is a post-effective amendment filed pursuant to Rule 462(c) 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;&nbsp;&nbsp;&nbsp;&nbsp;</U>. </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="4%" VALIGN="top" ALIGN="left">&#9744;</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="justify">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;&nbsp;&nbsp;&nbsp;&nbsp;</U>. </P></TD></TR></TABLE>
<P STYLE="margin-top:8pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Check each box that appropriately characterizes the Registrant: </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="4%" VALIGN="top" ALIGN="left">&#9746;</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="justify">Registered <FONT STYLE="white-space:nowrap">Closed-End</FONT> Fund
<FONT STYLE="white-space:nowrap">(closed-end</FONT> company that is registered under the Investment Company Act of 1940 (the &#147;Investment Company Act&#148;)). </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="4%" VALIGN="top" ALIGN="left">&#9744;</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="justify">Business Development Company <FONT STYLE="white-space:nowrap">(closed-end</FONT> company that intends or has
elected to be regulated as a business development company under the Investment Company Act). </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="4%" VALIGN="top" ALIGN="left">&#9744;</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="justify">Interval Fund (Registered <FONT STYLE="white-space:nowrap">Closed-End</FONT> Fund or a Business Development
Company that makes periodic repurchase offers under Rule <FONT STYLE="white-space:nowrap">23c-3</FONT> under the Investment Company Act). </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="4%" VALIGN="top" ALIGN="left">&#9744;</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="justify">A.2 Qualified (qualified to register securities pursuant to General Instruction A.2 of this Form).
</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="4%" VALIGN="top" ALIGN="left">&#9744;</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="justify">Well-Known Seasoned Issuer (as defined by Rule 405 under the Securities Act). </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="4%" VALIGN="top" ALIGN="left">&#9744;</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="justify">Emerging Growth Company (as defined by Rule <FONT STYLE="white-space:nowrap">12b-2</FONT> under the
Securities and Exchange Act of 1934). </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="4%" VALIGN="top" ALIGN="left">&#9744;</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="justify">If an Emerging Growth Company, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to Section&nbsp;7(a)(2)(B) of the Securities Act. </P></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="4%" VALIGN="top" ALIGN="left">&#9746;</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="justify">New Registrant (registered or regulated under the Investment Company Act for less than 12 calendar months
preceding this filing). </P></TD></TR></TABLE> <P STYLE="font-size:8pt;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:8pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>CALCULATION OF
REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933 </B></P> <P STYLE="font-size:4pt;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="45%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="12%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="12%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="15%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="12%"></TD></TR>


<TR STYLE="font-size:1px; ">
<TD COLSPAN="9" VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-top:1.00px solid #000000">&nbsp;</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:8pt">
<TD VALIGN="bottom" ALIGN="center" STYLE="BORDER-TOP:1px solid #000000"><B>Title of Securities Being Registered</B></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP ALIGN="center" STYLE="BORDER-TOP:1px solid #000000"><B>Amount&nbsp;Being<BR>Registered</B></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP ALIGN="center" STYLE="BORDER-TOP:1px solid #000000"><B>Proposed<BR>Maximum<BR>Offering&nbsp;Price<BR>per&nbsp;Unit</B></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP ALIGN="center" STYLE="BORDER-TOP:1px solid #000000"><B>Proposed<BR>Maximum Aggregate<BR>Offering&nbsp;Price</B></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP ALIGN="center" STYLE="BORDER-TOP:1px solid #000000"><B>Amount of<BR>Registration&nbsp;Fee</B></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" STYLE="BORDER-TOP: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">Common Shares of Beneficial Interest, $0.001 par
value</P></TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP ALIGN="center" STYLE="BORDER-TOP:1px solid #000000">250,000,000</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP ALIGN="center" STYLE="BORDER-TOP:1px solid #000000">$20.00(1)</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP ALIGN="center" STYLE="BORDER-TOP:1px solid #000000">$5,000,000,000(1)</TD>
<TD VALIGN="bottom" STYLE=" BORDER-LEFT:1px solid #000000; BORDER-TOP:1px solid #000000">&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP ALIGN="center" STYLE="BORDER-TOP:1px solid #000000">$545,500(2)</TD></TR>
<TR STYLE="font-size:1px; ">
<TD COLSPAN="9" VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-top:1.00px solid #000000">&nbsp;</P></TD></TR>
<TR STYLE="font-size:1px; ">
<TD COLSPAN="9" VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-top:1.00px solid #000000">&nbsp;</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="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">Estimated solely for purposes of calculating the registration fee. </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="4%" 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">Amount represents $109.10 previously paid to register $1,000,000 of Common Shares, plus $545,390.90 to
register the additional $4,999,000,000 of Common Shares registered hereby. </P></TD></TR></TABLE>  <P STYLE="font-size:8pt;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:8pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B>THE
REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THE REGISTRATION STATEMENT SHALL THEREAFTER
BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATES AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. </B></P>
<P STYLE="font-size:10pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P> <P STYLE="line-height:1.0pt;margin-top:0pt;margin-bottom:0pt;border-bottom:1px solid #000000">&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: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 Narrow" ALIGN="justify"><FONT COLOR="#cc062a"><B>The information in this preliminary prospectus is not complete and may be
changed. We may not sell these securities until the Registration Statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy
these securities in any jurisdiction where the offer or sale is not permitted. </B></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"><FONT COLOR="#cc062a"><B>SUBJECT TO COMPLETION, DATED MARCH 24, 2021 </B></FONT></P>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt;margin-bottom:0pt" ALIGN="right">


<IMG SRC="g93447g21a07.jpg" ALT="LOGO">
 </P> <P STYLE="margin-top:4pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><U>PRELIMINARY PROSPECTUS </U></B></P>
<P STYLE="margin-top:4pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Shares </B></P>
<P STYLE="margin-top:4pt; margin-bottom:0pt; font-size:24pt; font-family:Times New Roman" ALIGN="center"><B>BlackRock Innovation and Growth Trust </B></P>
<P STYLE="margin-top:4pt; margin-bottom:0pt; font-size:14pt; font-family:Times New Roman" ALIGN="center"><B>Common Shares </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:14pt; font-family:Times New Roman" ALIGN="center"><B>$20.00 per
share </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:4pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I>Investment Objectives</I></B>. BlackRock Innovation and Growth Trust (the &#147;Trust&#148;) is a newly-organized, <FONT
STYLE="white-space:nowrap">non-diversified,</FONT> <FONT STYLE="white-space:nowrap">closed-end</FONT> management investment company with no operating history. The Trust&#146;s investment objectives are to provide total return and income through a
combination of current income, current gains and long-term capital appreciation. There can be no assurance that the Trust&#146;s investment objectives will be achieved or that the Trust&#146;s investment program will be successful. </P>
<P STYLE="margin-top:4pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I>Investment Advisor</I></B>. The Trust&#146;s investment adviser is BlackRock Advisors, LLC (the &#147;Advisor&#148;).
</P> <P STYLE="margin-top:4pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I>Investment Strategy</I></B>. The Trust will invest primarily in equity securities issued by <FONT
STYLE="white-space:nowrap">mid-</FONT> and small-capitalization companies that the Advisor believes have above-average earnings growth potential. In selecting investments for the Trust, the Advisor focuses on
<FONT STYLE="white-space:nowrap">mid-</FONT> and small-capitalization growth companies that are &#147;innovative.&#148; These are companies that have introduced, or are seeking to introduce, a new product or service that potentially changes the
marketplace. </P> <P STYLE="margin-top:4pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">As part of its investment strategy, the Trust intends to employ a strategy of writing (selling) covered call
options on a portion of the common stocks in its portfolio, writing (selling) other call and put options on individual common stocks, including uncovered call and put options, and, to a lesser extent, writing (selling) covered and uncovered call and
put options on indices of securities and sectors of securities. This options writing strategy is intended to generate current gains from options premiums and to enhance the Trust&#146;s risk-adjusted returns. </P>
<P STYLE="margin-top:4pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Trust&#146;s common shares of beneficial interest (the &#147;common shares&#148;) have been approved for listing on the New
York Stock Exchange, subject to notice of issuance, under the symbol &#147;BIGZ.&#148; </P>  <P STYLE="margin-top:4pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B></B><B><I>No Prior
History</I></B><B>. Because the Trust is newly organized, its common shares have no history of public trading. Shares of <FONT STYLE="white-space:nowrap">closed-end</FONT> investment companies frequently trade at a discount from their net asset
value. The risk of loss due to this discount may be greater for investors expecting to sell their shares in a relatively short period after completion of the public offering. </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:4pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B>Investing in the Trust&#146;s common shares involves certain risks that are described in the &#147;<A HREF="#toc93447_7">Risks
</A>&#148; section beginning on page 54 of this prospectus. Certain of these risks are summarized in &#147;Prospectus Summary&#151;Special Risk Considerations&#148; beginning on page 12. </B></P>
<P STYLE="margin-top:4pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B>Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. </B></P> <P STYLE="font-size:4pt;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="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:8pt">
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" COLSPAN="2" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"><B>Per<BR>Share</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" COLSPAN="2" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"><B>Total<SUP STYLE="font-size:85%; vertical-align:top">(1)</SUP></B></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">Public Offering Price</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">$20.00</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right">$&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></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">Sales Load<SUP STYLE="font-size:85%; vertical-align:top">(2)</SUP></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">None&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">None&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">Proceeds to the Trust<SUP STYLE="font-size:85%; vertical-align:top">(3)</SUP></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">$20.00</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right">$&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
</TABLE> <P STYLE="margin-top:4pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><I>(notes on inside front cover) </I></P>
<P STYLE="margin-top:4pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The underwriters expect to deliver the common shares to purchasers on or about<B>
&nbsp;&nbsp;&nbsp;&nbsp;</B><B>&nbsp;&nbsp;&nbsp;&nbsp;</B><B>&nbsp;&nbsp;&nbsp;&nbsp;</B><B>&nbsp;&nbsp;&nbsp;&nbsp;</B>, 2021. </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="font-size:4pt;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:10.5pt" ALIGN="center">


<TR>

<TD WIDTH="16%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="15%"></TD>

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

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

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="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; font-size:10.5pt; font-family:Times New Roman"><B>Morgan&nbsp;Stanley</B></P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10.5pt; font-family:Times New Roman"><B>BofA&nbsp;Securities</B></P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"><FONT STYLE="font-size:10.5pt"><B>UBS&nbsp;Investment&nbsp;Bank</B></FONT></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="right"><FONT STYLE="font-size:10.5pt"><B>Wells&nbsp;Fargo&nbsp;Securities</B></FONT></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top" ALIGN="right"><FONT STYLE="font-size:10.5pt"><B>Raymond&nbsp;James</B></FONT></TD></TR></TABLE> <P STYLE="font-size:4pt;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="34%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="24%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="26%"></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="bottom"><B>Ameriprise&nbsp;Financial&nbsp;Services,&nbsp;LLC</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"><B>Oppenheimer&nbsp;&amp;&nbsp;Co.</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right"><B>RBC&nbsp;Capital&nbsp;Markets</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right"><B>Stifel</B></TD></TR></TABLE>
<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="25%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="25%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="25%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="25%"></TD></TR>


<TR STYLE="font-size:1pt">
<TD HEIGHT="10"></TD>
<TD HEIGHT="10" COLSPAN="2"></TD>
<TD HEIGHT="10" COLSPAN="2"></TD>
<TD HEIGHT="10" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:8pt">
<TD VALIGN="bottom">Aegis Capital Corp.</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">Alliance Global Partners</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">American&nbsp;Veterans&nbsp;Group,&nbsp;PBC</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">AmeriVet Securities</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:8pt">
<TD VALIGN="bottom">B.&nbsp;Riley&nbsp;Securities</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">Bancroft Capital, LLC</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">Brookline Capital Markets</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">D.A. Davidson&nbsp;&amp; Co.</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:8pt">
<TD VALIGN="bottom">Hennion&nbsp;&amp; Walsh, Inc.</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">HilltopSecurities</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">lncapital</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">Ingalls&nbsp;&amp; Snyder LLC</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:8pt">
<TD VALIGN="bottom">Janney Montgomery Scott</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman">JonesTrading</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman">Ladenburg Thalmann</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">National&nbsp;Securities&nbsp;Corporation</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:8pt">
<TD VALIGN="bottom">Newbridge Securities Corporation</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman">Northland Securities, Inc.</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman">Pershing LLC</P></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">R. Seelaus&nbsp;&amp; Co., LLC</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:8pt">
<TD VALIGN="bottom">GMS Group, 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" ALIGN="right">Wedbush Securities Inc.</TD></TR>
</TABLE> <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">The date of this prospectus is &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;, 2021. </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:10pt; font-family:Times New Roman"><I>(notes from previous page) </I></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:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<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">The Trust has granted the underwriters an option to purchase up
to&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;additional common shares at the public offering price within 45 days of the date of this prospectus solely to cover over-allotments, if any. If such
option is exercised in full, the public offering price, sales load and proceeds to the Trust will be $&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;, $0.00 and
$&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;, respectively. See &#147;Underwriters.&#148; </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="4%" 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 Advisor (and not the Trust) has agreed to pay, from its own assets, compensation of $0.52 per common
share to the underwriters in connection with this offering. Separately, the Advisor (and not the Trust) has agreed to pay, from its own assets, an upfront structuring and syndication fee to Morgan Stanley &amp; Co. LLC, an upfront structuring fee to
each of BofA Securities, Inc. (or an affiliate), UBS Securities LLC, Wells Fargo Securities, LLC and Raymond James &amp; Associates, Inc., and may pay certain other qualifying underwriters a structuring fee, a sales incentive fee or other additional
compensation in connection with this offering. The Advisor and certain of its affiliates (and not the Trust) expect to pay compensation to certain registered representatives of BlackRock Investments, LLC (an affiliate of the Advisor) that
participate in the marketing of the Trust&#146;s common shares. See &#147;Underwriters&#151;Additional Compensation Paid by the Advisor.&#148; </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="4%" 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 Advisor has agreed to pay all organizational expenses of the Trust and all offering costs associated
with this offering. The Trust is not obligated to repay any such organizational expenses or offering costs paid by the Advisor. </P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>(continued from previous page) </I></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I>Investment Strategy (continued)</I></B><I>.</I> Equity securities include common stocks, preferred stocks, convertible
securities, warrants and depositary receipts, though the Trust seeks to buy primarily common stock. Although universal definitions of <FONT STYLE="white-space:nowrap">mid-capitalization</FONT> companies and small-capitalization companies do not
exist, the Trust generally defines <FONT STYLE="white-space:nowrap">mid-capitalization</FONT> and small-capitalization companies as those companies with market capitalizations, at the time of the Trust&#146;s investment, comparable in size to the
companies in the Russell 2500<SUP STYLE="font-size:85%; vertical-align:top">&#153;</SUP> Growth Index (between approximately $11.8&nbsp;million and $20.92&nbsp;billion as of December&nbsp;31, 2020). In the future, the Trust may define <FONT
STYLE="white-space:nowrap">mid-</FONT> and small-capitalization companies using a different index or classification system. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Trust may invest in shares of companies through initial public offerings (&#147;IPOs&#148;). The Trust may also invest,
without limit, in privately placed or restricted securities (including in Rule 144A securities, which are privately placed securities purchased by qualified institutional buyers), illiquid securities and securities in which no secondary market is
readily available, including those of private companies. Issuers of these securities may not have a class of securities registered, and may not be subject to periodic reporting, pursuant to the Securities Exchange Act of 1934, as amended. Under
normal market conditions, the Trust currently intends to invest up to 25% of its total assets, measured at the time of investment, in such securities. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">As the Trust writes covered call options on its portfolio, it may not be able to benefit from capital appreciation on the
underlying securities, as <I>the Trust will lose its ability to benefit from such capital appreciation to the extent that it writes covered call options and the securities on which it writes these options</I> <I>appreciate above the exercise price
of the option</I>. Therefore, over time, the Advisor may choose to decrease its use of a covered call options writing strategy to the extent that it may negatively impact the Trust&#146;s ability to benefit from capital appreciation. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I>Leverage</I></B>. The Trust currently does not intend to borrow money or issue debt securities or preferred shares. The
Trust is, however, permitted to borrow money or issue debt securities in an amount up to 33 1/3% of its Managed Assets (50% of its net assets), and issue preferred shares in an amount up to 50% of its Managed Assets (100% of its net assets).
&#147;Managed Assets&#148; means the total assets of the Trust (including any assets attributable to money borrowed for investment purposes) minus the sum of the Trust&#146;s accrued liabilities (other than money borrowed for investment purposes).
Although it has no present intention to do so, the Trust reserves the right to borrow money from banks or other financial institutions, or issue debt securities or preferred shares, in the future if it believes that market conditions would be
conducive to the successful implementation of a leveraging strategy through borrowing money or issuing debt securities or preferred shares. See &#147;Leverage.&#148; </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; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The use of leverage, if employed, is subject to numerous risks. When leverage is
employed, the Trust&#146;s net asset value (&#147;NAV&#148;), the market price of the Trust&#146;s common shares and the yield to holders of the Trust&#146;s common shares will be more volatile than if leverage was not used. For example, a rise in
short-term interest rates, which currently are near historically low levels, generally will cause the Trust&#146;s NAV to decline more than if the Trust had not used leverage. A reduction in the Trust&#146;s NAV may cause a reduction in the market
price of the Trust&#146;s common shares. The Trust cannot assure you that the use of leverage will result in a higher yield on the Trust&#146;s common shares. When the Trust uses leverage, the management fee payable to the Advisor will be higher
than if the Trust did not use leverage because this fee is calculated on the basis of the Trust&#146;s Managed Assets, which include the proceeds of leverage. Any leveraging strategy the Trust employs may not be successful. See
&#147;Risks&#151;Leverage Risk.&#148; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I>Limited Term and Eligible Tender Offer</I></B>. In accordance with the
Trust&#146;s Agreement and Declaration of Trust, the Trust intends to dissolve as of the first business day following the twelfth anniversary of the effective date of the Trust&#146;s initial registration statement, which the Trust currently expects
to occur on or about March&nbsp;25, 2033 (the &#147;Dissolution Date&#148;); provided that the Board of Trustees of the Trust (the &#147;Board&#148;) may, by a vote of a majority of the Board and seventy-five percent (75%) of the Continuing
Trustees, as defined below in &#147;Prospectus Summary&#151;Limited Term and Eligible Tender Offer&#148; (a &#147;Board Action Vote&#148;), without shareholder approval, extend the Dissolution Date: (i)&nbsp;once for up to one year, and
(ii)&nbsp;once for up to an additional six months, to a date up to and including eighteen months after the initial Dissolution Date (which date shall then become the Dissolution Date). Each holder of common shares would be paid a pro rata portion of
the Trust&#146;s net assets upon dissolution of the Trust. The Board may, by a Board Action Vote, cause the Trust to conduct a tender offer, as of a date within twelve months preceding the Dissolution Date (as may be extended as described above), to
all common shareholders to purchase the outstanding common shares of the Trust at a price equal to the NAV per common share on the expiration date of the tender offer (an &#147;Eligible Tender Offer&#148;); provided that the Trust must have at least
$200&nbsp;million of aggregate net assets immediately following the completion of an Eligible Tender Offer to ensure the continued viability of the Trust (the &#147;Dissolution Threshold&#148;). In an Eligible Tender Offer, the Trust will offer to
purchase all common shares held by each common shareholder; provided that if the payment for properly tendered common shares would result in the Trust having aggregate net assets below the Dissolution Threshold, the Eligible Tender Offer will be
canceled, no common shares will be repurchased and the Trust will dissolve as scheduled. If an Eligible Tender Offer is conducted and the payment for properly tendered common shares would result in the Trust having aggregate net assets greater than
or equal to the Dissolution Threshold, all common shares properly tendered and not withdrawn will be purchased by the Trust pursuant to the terms of the Eligible Tender Offer. Following the completion of an Eligible Tender Offer, the Board may, by a
Board Action Vote, <B>eliminate the Dissolution Date without shareholder approval and provide for the Trust&#146;s perpetual existence</B>. There is no guarantee that the Board will eliminate the Dissolution Date following the completion of an
Eligible Tender Offer. The Board may, to the extent it deems appropriate and without shareholder approval, adopt a plan of liquidation at any time preceding the anticipated Dissolution Date, which plan of liquidation may set forth the terms and
conditions for implementing the termination of the Trust&#146;s existence, including the commencement of the winding down of its investment operations and the making of one or more liquidating distributions to common shareholders prior to the
Dissolution Date. <B>The Trust is not a so called &#147;target date&#148; or &#147;life cycle&#148; fund whose asset allocation becomes more conservative over time as its target date, often associated with retirement, approaches. In addition, the
Trust is not a &#147;target term&#148; fund and thus does not seek to return the Trust&#146;s initial public offering price per common share upon dissolution of the Trust or in an Eligible Tender Offer. The final distribution of net assets per
common share upon dissolution or the price per common share in an Eligible Tender Offer may be more than, equal to or less than the initial public offering price per common share.</B> </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">**** </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">You should
read this prospectus, which concisely sets forth information about the Trust, before deciding whether to invest in the common shares and retain it for future reference. A Statement of Additional Information, dated
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;, 2021 containing additional information about the Trust (the &#147;SAI&#148;), has been filed with the Securities and Exchange Commission and, as
amended from time to time, is incorporated by reference in its entirety into this prospectus. You may request a free copy of the SAI by calling (800) <FONT STYLE="white-space:nowrap">882-0052</FONT> or by writing to
</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:10pt; font-family:Times New Roman" ALIGN="justify">
the Trust. You can get the same information for free from the Securities and Exchange Commission&#146;s website (http://www.sec.gov). You may also <FONT STYLE="white-space:nowrap">e-mail</FONT>
requests for these documents to publicinfo@sec.gov. The Trust does not post a copy of the SAI on its website because the Trust&#146;s common shares are not continuously offered, which means the SAI will not be updated after the completion of this
offering and the information contained in the SAI will become outdated. In addition, you may request copies of the Trust&#146;s semi-annual and annual reports or other information about the Trust or make shareholder inquiries by calling (800) <FONT
STYLE="white-space:nowrap">882-0052.</FONT> The Trust&#146;s annual and semi-annual reports, when produced, will be available on the Trust&#146;s website (http://www.blackrock.com) free of charge. Information contained in, or that can be accessed
through, the Trust&#146;s website is not part of this prospectus. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">You should not construe the contents of this prospectus
as legal, tax or financial advice. You should consult with your own professional advisors as to the legal, tax, financial or other matters relevant to the suitability of an investment in the Trust. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B>The Trust&#146;s common shares do not represent a deposit or an 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. </B></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: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>
<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="95%"></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">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" COLSPAN="2" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"><B>Page</B></TD>
<TD VALIGN="bottom">&nbsp;</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="#toc93447_1">PROSPECTUS SUMMARY</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD NOWRAP 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: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="#toc93447_2">SUMMARY OF TRUST EXPENSES</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right">36</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</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="#toc93447_3">THE TRUST</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right">38</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</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="#toc93447_4">USE OF PROCEEDS</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right">38</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</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="#toc93447_5">THE TRUST&#146;S INVESTMENTS</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right">38</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</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="#toc93447_6">LEVERAGE</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right">50</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</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="#toc93447_7">RISKS</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right">54</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</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="#toc93447_8">HOW THE TRUST MANAGES RISK</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="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="#toc93447_9">MANAGEMENT OF THE TRUST</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="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="#toc93447_10">NET ASSET VALUE</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right">90</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</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="#toc93447_11">DISTRIBUTIONS</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right">93</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</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="#toc93447_12">DIVIDEND REINVESTMENT PLAN</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right">94</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</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="#toc93447_13">DESCRIPTION OF SHARES</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right">96</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</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="#toc93447_14">CERTAIN PROVISIONS IN THE AGREEMENT AND DECLARATION OF TRUST AND
BYLAWS</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right">97</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</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="#toc93447_15">LIMITED TERM AND ELIGIBLE TENDER OFFER</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right">99</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</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="#toc93447_16"><FONT STYLE="white-space:nowrap">CLOSED-END</FONT> FUND
STRUCTURE</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="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="#toc93447_17">REPURCHASE OF COMMON SHARES</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right">102</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</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="#toc93447_18">TAX MATTERS</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right">102</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</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="#toc93447_19">UNDERWRITERS</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right">110</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</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="#toc93447_20">CUSTODIAN AND TRANSFER AGENT</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right">114</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</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="#toc93447_21">ADMINISTRATION AND ACCOUNTING SERVICES</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right">114</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</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="#toc93447_22">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">115</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</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="#toc93447_23">LEGAL OPINIONS</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right">115</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</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="#toc93447_24">PRIVACY PRINCIPLES OF THE TRUST</A></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right">115</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="justify"><B>You should rely only on the information contained or incorporated by reference in this prospectus. The
Trust has not, and the underwriters have not, authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. The Trust is not, and the underwriters
are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information in this prospectus is accurate only as of the date of this prospectus. The Trust&#146;s business,
financial condition and prospects may have changed since that date. </B></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="toc93447_1"></A>PROSPECTUS SUMMARY </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><I>This is only a summary of certain information contained in this prospectus relating to BlackRock Innovation and Growth
Trust. This summary may not contain all of the information that you should consider before investing in our common shares. You should review the more detailed information contained in this prospectus and in the Statement of Additional Information
(the &#147;SAI&#148;). </I></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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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"><B>The Trust</B></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">BlackRock Innovation and Growth Trust is a newly organized, <FONT STYLE="white-space:nowrap">non-diversified,</FONT> <FONT
STYLE="white-space:nowrap">closed-end</FONT> management investment company with no operating history. Throughout this prospectus, we refer to BlackRock Innovation and Growth Trust simply as the &#147;Trust&#148; or as &#147;we,&#148; &#147;us&#148;
or &#147;our.&#148; See &#147;The Trust.&#148;</P></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"><B>The Offering</B></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">The Trust is offering &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; common shares of beneficial
interest at $20.00 per share through a group of underwriters (the &#147;Underwriters&#148;) led by Morgan Stanley&nbsp;&amp; Co. LLC, BofA Securities, Inc., UBS Securities LLC, Wells Fargo Securities, LLC and Raymond James&nbsp;&amp; Associates,
Inc. The common shares of beneficial interest are called &#147;common shares&#148; in the rest of this prospectus. You must purchase at least 100 common shares ($2,000) in order to participate in this offering. The Trust has given the Underwriters
an option to purchase up to &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; additional common shares within 45 days of the date of this prospectus solely to cover over-allotments, if any. See &#147;Underwriters.&#148;
BlackRock Advisors, LLC (the &#147;Advisor&#148;), the Trust&#146;s investment adviser, has agreed to pay compensation of $0.52 per common share to the Underwriters in connection with the offering. The Advisor also has agreed to pay all of the
Trust&#146;s organizational expenses and all offering costs associated with this offering. The Trust is not obligated to repay any such organizational expenses or offering costs paid by the Advisor.</P></TD></TR>
<TR STYLE="font-size:1pt">
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<TD HEIGHT="16" COLSPAN="2"></TD></TR>
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<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"><B>Limited Term and Eligible Tender Offer</B></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">In accordance with the Trust&#146;s Agreement and Declaration of Trust, dated December&nbsp;9, 2020 as amended from time to
time (the &#147;Agreement and Declaration of Trust&#148;), the Trust intends to dissolve as of the first business day following the twelfth anniversary of the effective date of the Trust&#146;s initial registration statement, which the Trust
currently expects to occur on or about March&nbsp;25, 2033 (the &#147;Dissolution Date&#148;); provided that the Board of Trustees of the Trust (the &#147;Board,&#148; and the members thereof, &#147;Trustees&#148;) may, by a vote of a majority of
the Board and seventy-five percent (75%) of the members of the Board who either (i)&nbsp;have 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
Trust&#146;s operations, if less than <FONT STYLE="white-space:nowrap">thirty-six</FONT> months) or (ii)&nbsp;were nominated to serve as a member of the Board by a majority of the Continuing Trustees then members of the Board (the &#147;Continuing
Trustees&#148;) (a &#147;Board Action Vote&#148;), without shareholder approval, extend the Dissolution Date: (i)&nbsp;once for up to one year, and (ii)&nbsp;once for up to an additional six months, to a date up to and including eighteen months
after the initial Dissolution Date (which date shall then become the Dissolution Date). In determining whether to extend the Dissolution Date, the Board may consider, among other
factors,</P></TD></TR></TABLE>
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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">the inability to sell the Trust&#146;s assets in a time frame consistent with dissolution due to lack of market liquidity
or other extenuating circumstances. Additionally, the Board may determine that market conditions are such that it is reasonable to believe that, with an extension, the Trust&#146;s remaining assets will appreciate and generate capital appreciation
and income in an amount that, in the aggregate, is meaningful relative to the cost and expense of continuing the operation of the Trust. Each holder of common shares would be paid a pro rata portion of the Trust&#146;s net assets upon dissolution of
the Trust.</P></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">Beginning one year before the Dissolution Date (the &#147;Wind-Down Period&#148;), the Trust may begin liquidating all or a
portion of the Trust&#146;s portfolio, and may deviate from its investment policies and may not achieve its investment objectives. During the Wind-Down Period (or in anticipation of an Eligible Tender Offer, as defined below), the Trust&#146;s
portfolio composition may change as more of its portfolio holdings are called or sold and portfolio holdings are disposed of in anticipation of liquidation.</P></TD></TR>
<TR STYLE="font-size:1pt">
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<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">As of a date within twelve months preceding the Dissolution Date (as may be extended as described above), the Board may, by
a Board Action Vote, cause the Trust to conduct a tender offer to all common shareholders to purchase the outstanding common shares of the Trust at a price equal to the net asset value (&#147;NAV&#148;) per common share on the expiration date of the
tender offer (an &#147;Eligible Tender Offer&#148;); provided that the Trust must have at least $200&nbsp;million of aggregate net assets immediately following the completion of an Eligible Tender Offer to ensure the continued viability of the Trust
(the &#147;Dissolution Threshold&#148;). In an Eligible Tender Offer, the Trust will offer to purchase all common shares held by each common shareholder; provided that if the payment for properly tendered common shares would result in the Trust
having aggregate net assets below the Dissolution Threshold, the Eligible Tender Offer will be canceled and no common shares will be repurchased pursuant to the Eligible Tender Offer. Instead, the Trust will begin (or continue) liquidating its
portfolio and proceed to dissolve on or about the Dissolution Date. Regardless of whether the Eligible Tender Offer is completed or canceled, the Advisor will pay all costs and expenses associated with the making of an Eligible Tender Offer, other
than brokerage and related transaction costs associated with the disposition of portfolio investments in connection with the Eligible Tender Offer, which will be borne by the Trust and its common shareholders. The Eligible Tender Offer would be
made, and common shareholders would be notified thereof, in accordance with the requirements of the Investment Company Act of 1940, as amended (the &#147;Investment Company Act&#148;), the Securities Exchange Act of 1934, as amended (the
&#147;Exchange Act&#148;), and the applicable tender offer rules thereunder (including Rule <FONT STYLE="white-space:nowrap">13e-4</FONT> and Regulation 14E under the Exchange Act). If the payment for properly tendered common shares would result in
the Trust having aggregate net assets greater than or equal to the</P></TD></TR></TABLE>
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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">Dissolution Threshold, all common shares properly tendered and not withdrawn will be purchased by the Trust pursuant to the
terms of the Eligible Tender Offer. The Trust&#146;s purchase of tendered common shares pursuant to a tender offer will have tax consequences for tendering common shareholders and may have tax consequences for
<FONT STYLE="white-space:nowrap">non-tendering</FONT> common shareholders. In addition, the Trust would continue to be subject to its obligations with respect to its issued and outstanding borrowings, preferred stock or debt securities, if any. An
Eligible Tender Offer may be commenced upon approval of the Board, without a shareholder vote. The Trust is not required to conduct an Eligible Tender Offer. If no Eligible Tender Offer is conducted, the Trust will dissolve on the Dissolution Date
(subject to extension as described above), unless the limited term provisions of the Agreement and Declaration of Trust are amended with the vote of shareholders.</P></TD></TR>
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<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
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<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">Following the completion of an Eligible Tender Offer, the Board may, by a Board Action Vote, <B>eliminate the Dissolution
Date without shareholder approval and provide for the Trust&#146;s perpetual existence</B>. In determining whether to eliminate the Dissolution Date, the Board may consider market conditions at such time and all other factors deemed relevant by the
Board in consultation with the Advisor, taking into account that the Advisor may have a potential conflict of interest in recommending to the Board that the limited term structure be eliminated and the Trust have a perpetual existence. In making a
decision to eliminate the Dissolution Date to provide for the Trust&#146;s perpetual existence, the Board will take such actions with respect to the continued operations of the Trust as it deems to be in the best interests of the Trust. <B>The Trust
is not required to conduct additional tender offers following an Eligible Tender Offer and conversion to a perpetual structure. Therefore, remaining common shareholders may not have another opportunity to participate in a tender offer or exchange
their common shares for the then-existing NAV per share. There is no guarantee that the Board will eliminate the Dissolution Date following the completion of an Eligible Tender Offer so that the Trust will have a perpetual
existence.</B></P></TD></TR>
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<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">All common shareholders remaining after a tender offer will be subject to proportionately higher expenses due to the
reduction in the Trust&#146;s assets resulting from payment for the tendered common shares. A reduction in assets, and the corresponding increase in the Trust&#146;s expense ratio, could result in lower returns and put the Trust at a disadvantage
relative to its peers and potentially cause the Trust&#146;s common shares to trade at a wider discount, or smaller premium, to NAV than it otherwise would. Such reduction in the Trust&#146;s assets may also result in less investment flexibility,
reduced diversification and greater volatility for the Trust, and may have an adverse effect on the Trust&#146;s investment performance. Moreover, the resulting reduction in the number of outstanding common shares could cause the
common</P></TD></TR></TABLE>
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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">shares to become more thinly traded or otherwise adversely impact the secondary market trading of such common
shares.</P></TD></TR>
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<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">The Board may, to the extent it deems appropriate and without shareholder approval, adopt a plan of liquidation at any time
preceding the anticipated Dissolution Date, which plan of liquidation may set forth the terms and conditions for implementing the termination of the Trust&#146;s existence, including the commencement of the winding down of its investment operations
and the making of one or more liquidating distributions to common shareholders prior to the Dissolution Date. The Trust retains broad flexibility to liquidate its portfolio, wind up its business and make liquidating distributions to common
shareholders in a manner and on a schedule it believes will best contribute to the achievement of its investment objectives.</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: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">Following a liquidation of substantially all of its portfolio and the distribution of the net proceeds thereof to the
shareholders, the Trust may continue in existence to pay, satisfy, and discharge any existing debts or obligations, collect and distribute any remaining net assets to the shareholders, and do all other acts required to liquidate and wind up its
business and affairs. As soon as practicable after the Dissolution Date, the Trust will complete the liquidation of its portfolio (to the extent possible and not already liquidated), retire or redeem its leverage facilities, if any (to the extent
not already retired or redeemed), distribute all of its liquidated net assets to its common shareholders (to the extent not already distributed) and terminate its existence under Maryland law.</P></TD></TR>
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<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">Although it is anticipated that the Trust will have distributed substantially all of its net assets to shareholders as soon
as practicable after the Dissolution Date, securities for which no market exists or securities trading at depressed prices, if any, may be placed in a liquidating trust. Securities placed in a liquidating trust may be held for an indefinite period
of time, potentially several years or longer, until they can be sold or pay out all of their cash flows. During such time, the shareholders will continue to be exposed to the risks associated with the Trust and the value of their interest in the
liquidating trust will fluctuate with the value of the liquidating trust&#146;s remaining assets. To the extent the costs associated with a liquidating trust exceed the value of the remaining securities, the liquidating trust trustees may determine
to dispose of the remaining securities in a manner of their choosing. The Trust cannot predict the amount, if any, of securities that will be required to be placed in a liquidating trust or how long it will take to sell or otherwise dispose of such
securities.</P></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"><B>The Trust is not a so called &#147;target date&#148; or &#147;life cycle&#148; fund whose asset allocation becomes more
conservative over time as its target date, often associated with retirement, approaches. In addition, the Trust is not a &#147;target term&#148; fund whose investment objective is to return its original NAV on the Dissolution Date
or</B></P></TD></TR></TABLE>
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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"><B>in an Eligible Tender Offer. The final distribution of net assets per common share upon dissolution or the price per
common share in an Eligible Tender Offer may be more than, equal to or less than the initial public offering price per common share.</B></P></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"><B>Investment Objectives</B></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">The Trust&#146;s investment objectives are to provide total return and income through a combination of current income,
current gains and long-term capital appreciation. The Trust is not intended as, and you should not construe it to be, a complete investment program. There can be no assurance that the Trust&#146;s investment objectives will be achieved or that the
Trust&#146;s investment program will be successful. The Trust&#146;s investment objectives may be changed by the Trust&#146;s Board without prior shareholder approval.</P></TD></TR>
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<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">BlackRock Advisors, LLC will be the Trust&#146;s investment adviser.</P></TD></TR>
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<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In selecting investments for the Trust, the Advisor focuses on equity securities of
<FONT STYLE="white-space:nowrap">mid-</FONT> and small-capitalization growth companies that are &#147;innovative.&#148; These are companies that have introduced, or are seeking to introduce, a new product or service that potentially changes the
marketplace. In evaluating innovative companies, the Advisor seeks to identify, using its own internal research and analysis, companies capitalizing on innovation or that are enabling the further development of the theme of innovation in the markets
in which they operate.</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">Among other things, common
criteria for innovative companies across industries may include developing new products, selling in new markets or channels, applying a new or superior technology to legacy industries, refining existing processes for efficiency, changing or pivoting
business model, or creating tools that empower new breakthroughs.</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">In addition, the Trust seeks to invest in companies where, in the opinion of the Advisor, free cash flow is likely to grow for a sustained
period. Factors considered in the Advisor&#146;s analysis of a company may include 1) a large and underpenetrated addressable market, 2) a technology or service model that creates recurring demand for product, and 3) a competitive landscape that
allows for stable or expanding margins. The Advisor&#146;s outlook for a company based upon these and other factors is then compared to the outlook of the company implied in the current share price of the company. The Advisor looks to invest in
companies where its view of future cash flows is more favorable than that which it believes is reflected by the current price.</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">The Advisor will identify trends that have ramifications for individual companies or entire industries. Risk/reward analysis is a key component
of both <FONT STYLE="white-space:nowrap">top-down</FONT> and <FONT STYLE="white-space:nowrap">bottom-up</FONT> analysis.</P></TD></TR></TABLE>
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<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><FONT STYLE="white-space:nowrap">Bottom-up</FONT> security selection is focused on identifying innovative companies with the
most attractive growth characteristics. The Advisor seeks to identify companies with strong product potential, solid earnings growth and/or earnings power which are under appreciated by investors, a quality management team and compelling relative
and absolute valuation. The Advisor believes that the knowledge and experience of its investment team enables it to identify attractive innovative companies.</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">The Trust intends to utilize option strategies that consist of writing (selling) call and put options on a portion of the common stocks in its
portfolio, as well as other option strategies such as writing other calls and puts or using options to manage risk. The portfolio management team will work closely to determine which option strategies to pursue to seek to generate current gains from
options premiums and to enhance the Trust&#146;s risk-adjusted returns.</P></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"><B>Investment Policies</B></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">The Trust will invest primarily in equity securities issued by <FONT STYLE="white-space:nowrap">mid-</FONT> and
small-capitalization companies that the Advisor believes have above-average earnings growth potential.</P></TD></TR>
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<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Equity securities include common stocks, preferred stocks, convertible securities, warrants and rights and depositary
receipts, though the Trust seeks to buy primarily common stock. Although universal definitions of <FONT STYLE="white-space:nowrap">mid-capitalization</FONT> companies and small-capitalization companies do not exist, the Trust generally defines <FONT
STYLE="white-space:nowrap">mid-capitalization</FONT> and small-capitalization companies as those companies with market capitalizations, at the time of the Trust&#146;s investment, comparable in size to the companies in the Russell 2500<SUP
STYLE="font-size:85%; vertical-align:top">&#153;</SUP> Growth Index (between approximately $11.8&nbsp;million and $20.92&nbsp;billion as of December&nbsp;31, 2020). In the future, the Trust may define <FONT STYLE="white-space:nowrap">mid-</FONT> and
small-capitalization companies using a different index or classification system.</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">The Trust may invest in shares of companies through initial public offerings (&#147;IPOs&#148;). The Trust may also invest, without limit, in
privately placed or restricted securities (including in Rule 144A securities, which are privately placed securities purchased by qualified institutional buyers), illiquid securities and securities in which no secondary market is readily available,
including those of private companies. Issuers of these securities may not have a class of securities registered, and may not be subject to periodic reporting, pursuant to the Exchange Act. Under normal market conditions, the Trust currently intends
to invest up to 25% of its total assets, measured at the time of investment, in such securities. The Trust expects certain of such investments to be in &#147;late-stage private securities,&#148; which are securities of private companies that have
demonstrated sustainable business operations and generally have a well-known product or service with a strong market presence. <FONT STYLE="white-space:nowrap">Late-stage</FONT> private companies have generally had large cash
flows</P></TD></TR></TABLE>
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<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">from their core business operations and are expanding into new markets with their products or services. Late-stage private
companies may also be referred to as <FONT STYLE="white-space:nowrap">&#147;pre-IPO</FONT> companies.&#148;</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">The Trust may invest up to 25% of its assets in securities of foreign companies, including companies located in emerging markets. Foreign
securities in which the Trust may invest may be U.S. dollar-denominated or <FONT STYLE="white-space:nowrap">non-U.S.</FONT> dollar-denominated.</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">The Trust may also invest in securities of other open- or <FONT STYLE="white-space:nowrap">closed-end</FONT> investment companies, including
exchange-traded funds (&#147;ETFs&#148;) and business development companies (&#147;BDCs&#148;), subject to applicable regulatory limits, that invest primarily in securities of the types in which the Trust may invest directly. The Trust classifies
its investments in such investment companies as &#147;equity securities&#148; for purposes of its investment policies based upon such investment companies&#146; stated investment objectives, policies and restrictions.</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">In addition to the Trust&#146;s options writing strategy
described below, the Trust may purchase and sell futures contracts, enter into various interest rate transactions such as swaps, caps, floors or collars, currency transactions such as currency forward contracts, currency futures contracts, currency
swaps or options on currency or currency futures and swap contracts (including, but not limited to, credit default swaps) and may purchase and sell exchange-listed and
<FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">over-the-counter</FONT></FONT> (&#147;OTC&#148;) put and call options on securities and swap contracts, financial indices and futures contracts and use other derivative instruments or
management techniques (collectively, &#147;Strategic Transactions&#148;). The Trust may engage in Strategic Transactions for duration management and other risk management purposes, including to attempt to protect against possible changes in the
market value of the Trust&#146;s portfolio resulting from trends in the securities markets and changes in interest rates or to protect the Trust&#146;s unrealized gains in the value of its portfolio securities, to facilitate the sale of portfolio
securities for investment purposes, to establish a position in the securities markets as a temporary substitute for purchasing particular securities or to enhance income or gain. See &#147;The Trust&#146;s Investments&#151;Portfolio Contents and
Techniques&#151;Strategic Transactions and Other Management Techniques.&#148;</P></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"><B><I>Options Writing Strategy</I></B>. As part of its investment strategy, the Trust intends to employ a strategy of
writing (selling) covered call options on a portion of the common stocks in its portfolio, writing (selling) other call and put options on individual common stocks, including uncovered call and put options, and, to a lesser extent, writing (selling)
covered and uncovered call and put options on indices of securities and sectors of securities (collectively referred to as &#147;index options&#148;). This options writing strategy is intended to generate current gains from options premiums and to
enhance the Trust&#146;s risk-adjusted returns. A substantial portion of the options written by the Trust may be <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">over-the-counter</FONT></FONT> options (&#147;OTC
options&#148;).</P></TD></TR></TABLE>
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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">A call option written by the Trust on a security is considered a covered call option where the Trust owns the security
underlying the call option. Unlike a written covered call option, other written options will not provide the Trust with any potential appreciation on an underlying security to offset any loss the Trust may experience if the option is exercised. As
the Trust writes covered call options on its portfolio, it may not be able to benefit from capital appreciation on the underlying securities, as <I>the Trust will lose its ability to benefit from such capital appreciation to the extent that it
writes covered call options and the securities on which it writes these options appreciate above the exercise price of the option</I>. Therefore, over time, the Advisor may choose to decrease its use of a covered call options writing strategy to the
extent that it may negatively impact the Trust&#146;s ability to benefit from capital appreciation.</P></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">For any written call option where the Trust does not own the underlying security, the Trust may have an absolute and
immediate right to acquire that security upon conversion or exchange of other securities held by the Trust without additional cash consideration (or, if additional cash consideration is required, cash or liquid securities in such amount are
segregated on the Trust&#146;s books) or the Trust may hold a call on the same security where the exercise price of the call held is (i)&nbsp;equal to or less than the exercise price of the call written, or (ii)&nbsp;greater than the exercise price
of the call written, provided cash or liquid securities in an amount equal to the difference is segregated on the Trust&#146;s books.</P></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">When writing a put option on a security, the Trust will segregate on its books cash or liquid securities in an amount equal
to the option exercise price or the Trust may hold a put option on the same security as the put written where the exercise price of the put held is (i)&nbsp;equal to or greater than the exercise price of the put written, or (ii)&nbsp;less than the
exercise price of the put written, provided an amount equal to the difference in cash or liquid securities is segregated on the Trust&#146;s books.</P></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">When writing an index put option, the Trust will segregate on its books cash or liquid securities in an amount equal to the
exercise price, or the Trust may hold a put on the same basket of securities as the put written where the exercise price of the put held is (i)&nbsp;equal to or more than the exercise price of the put written, or (ii)&nbsp;less than the exercise
price of the put written, provided an amount equal to the difference in cash or liquid securities is segregated on the Trust&#146;s books. When writing an index call option, the Trust will segregate on its books cash or liquid securities in an
amount equal to the excess of the value of the applicable basket of securities over the exercise price, or the Trust may hold a call on the same basket of securities as the call written where the exercise price of the call held is (i)&nbsp;equal to
or less than the exercise price of the call written, or (ii)&nbsp;greater than the exercise price of the call written, provided an amount equal to the difference in cash or liquid securities is segregated on the Trust&#146;s
books.</P></TD></TR></TABLE>
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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">The Trust may write put and call options, the notional amount of which would be approximately 10% to 40% of the
Trust&#146;s total assets, although this percentage may vary from time to time with market conditions. Under current market conditions, the Trust anticipates initially writing put and call options, the notional amount of which would be approximately
25% of the Trust&#146;s total assets. The Trust generally writes options that are &#147;out of the money&#148;&#151;in other words, the strike price of a written call option will be greater than the market price of the underlying security on the
date that the option is written, or, for a written put option, less than the market price of the underlying security on the date that the option is written; however, the Trust may also write &#147;in the money&#148; options for defensive or other
purposes. The number of put and call options on securities the Trust can write is limited by the total assets the Trust holds, and further limited by the fact that all options represent 100 share lots of the underlying common stock.</P></TD></TR>
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<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">The Trust&#146;s exchange-listed options transactions will be subject to limitations established by each of the exchanges,
boards of trade or other trading facilities on which such options are traded. These limitations govern the maximum number of options in each class that may be written or purchased by a single investor or group of investors acting in concert,
regardless of whether the options are written or purchased on the same or different exchanges, boards of trade or other trading facilities or are held or written in one or more accounts or through one or more brokers. Thus, the number of options
which the Trust may write or purchase may be affected by options written or purchased by other investment advisory clients of the Advisor. An exchange, board of trade or other trading facility may order the liquidation of positions found to be in
excess of these limits, and it may impose certain other sanctions.</P></TD></TR>
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<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><I>Other Strategies</I></B>. During temporary defensive periods (i.e., in response to adverse market, economic or
political conditions), the Trust may invest up to 100% of its total assets in liquid, short-term investments, including high quality, short-term securities. The Trust may not achieve its investment objectives under these circumstances.</P></TD></TR>

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<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">The Trust may lend securities with a value of up to 33 1/3% of its total assets (including such loans) to financial
institutions that provide cash or securities issued or guaranteed by the U.S. Government as collateral.</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">The Trust may engage in active and frequent trading of portfolio securities to achieve its investment objectives.</P></TD></TR>
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<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">Unless otherwise stated herein or in the SAI, the Trust&#146;s investment policies are
<FONT STYLE="white-space:nowrap">non-fundamental</FONT> policies and may be changed by the Board without prior shareholder approval. The Trust&#146;s investment objectives may be changed by the Board without prior shareholder
approval.</P></TD></TR></TABLE>
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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:10pt; font-family:Times New Roman" ALIGN="center">9 </P>


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<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">For a discussion of risk factors that may affect the Trust&#146;s ability to achieve its investment objectives, see
&#147;Risks.&#148;</P></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"><B>Leverage</B></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">The Trust currently does not intend to borrow money or issue debt securities or preferred shares. The Trust is, however,
permitted to borrow money or issue debt securities in an amount up to 33 1/3% of its Managed Assets (50% of its net assets), and issue preferred shares in an amount up to 50% of its Managed Assets (100% of its net assets). &#147;Managed Assets&#148;
means the total assets of the Trust (including any assets attributable to money borrowed for investment purposes) minus the sum of the Trust&#146;s accrued liabilities (other than money borrowed for investment purposes). Although it has no present
intention to do so, the Trust reserves the right to borrow money from banks or other financial institutions, or issue debt securities or preferred shares, in the future if it believes that market conditions would be conducive to the successful
implementation of a leveraging strategy through borrowing money or issuing debt securities or preferred shares. See &#147;Leverage.&#148;</P></TD></TR>
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<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">The use of leverage, if employed, is subject to numerous risks. When leverage is employed, the Trust&#146;s NAV, the market
price of the Trust&#146;s common shares and the yield to holders of the Trust&#146;s common shares will be more volatile than if leverage was not used. For example, a rise in short-term interest rates, which currently are near historically low
levels, generally will cause the Trust&#146;s NAV to decline more than if the Trust had not used leverage. A reduction in the Trust&#146;s NAV may cause a reduction in the market price of the Trust&#146;s common shares. The Trust cannot assure you
that the use of leverage will result in a higher yield on the Trust&#146;s common shares. When the Trust uses leverage, the management fee payable to the Advisor will be higher than if the Trust did not use leverage because this fee is calculated on
the basis of the Trust&#146;s Managed Assets, which include the proceeds of leverage. Any leveraging strategy the Trust employs may not be successful. See &#147;Risks&#151;Leverage Risk.&#148;</P></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"><B>Investment Advisor</B></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">BlackRock Advisors, LLC will be the Trust&#146;s investment adviser. The Advisor will receive an annual fee, payable
monthly, in an amount equal to 1.25% of the average daily value of the Trust&#146;s Managed Assets. See &#147;Management of the Trust&#151;Investment Advisor.&#148;</P></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"><B>Distributions</B></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">Commencing with the Trust&#146;s initial dividend, the Trust intends to distribute monthly all or a portion of its net
investment income, including current gains, to holders of common shares. We expect to declare the initial monthly dividend on the Trust&#146;s common shares approximately 45 to 60 days after completion of this offering and to pay that initial
monthly dividend approximately 60 to 90 days after completion of this offering, depending on market conditions.</P></TD></TR>
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<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">The Trust has, pursuant to an SEC exemptive order granted to certain of BlackRock&#146;s
<FONT STYLE="white-space:nowrap">closed-end</FONT> funds, adopted a plan to support a level</P></TD></TR></TABLE>
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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:10pt; font-family:Times New Roman" ALIGN="center">10 </P>


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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">distribution of income, capital gains and/or return of capital (the &#147;Managed Distribution Plan&#148;). The Managed
Distribution Plan has been approved by the Board and is consistent with the Trust&#146;s investment objectives and policies. Under the Managed Distribution Plan, the Trust will distribute all available investment income, including current gains, to
its shareholders, consistent with its investment objectives and as required by the Internal Revenue Code of 1986, as amended (the &#147;Code&#148;). If sufficient investment income, including current gains, is not available on a monthly basis, the
Trust will distribute long-term capital gains and/or return of capital to shareholders in order to maintain a level distribution. The Trust may be required to sell portfolio investments in order to make such distributions.</P></TD></TR>
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<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 return of capital distribution may involve a return of the shareholder&#146;s original investment. <B>Though not
currently taxable, such a distribution may lower a shareholder&#146;s basis in the Trust, thus potentially subjecting the shareholder to future tax consequences in connection with the sale of Trust shares, even if sold at a loss to the
shareholder&#146;s original investment. All or a significant portion of the Trust&#146;s distributions to shareholders during the Trust&#146;s first year of operations may consist of return of capital.</B> Each monthly distribution to shareholders
is expected to be at a fixed amount established by the Board, except for extraordinary distributions and potential distribution rate increases or decreases to enable the Trust to comply with the distribution requirements imposed by the Code.
Shareholders should not draw any conclusions about the Trust&#146;s investment performance from the amount of these distributions or from the terms of the Managed Distribution Plan.</P></TD></TR>
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<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">Various factors will affect the level of the Trust&#146;s income, including the asset mix and the Trust&#146;s use of
options and hedging. To permit the Trust to maintain a more stable monthly distribution, the Trust may from time to time distribute less than the entire amount of income earned in a particular period. The undistributed income would be available to
supplement future distributions. As a result, the distributions paid by the Trust for any particular monthly period may be more or less than the amount of income actually earned by the Trust during that period. Undistributed income will add to the
Trust&#146;s NAV (and indirectly benefits the Advisor by increasing its fees) and, correspondingly, distributions from undistributed income will reduce the Trust&#146;s NAV. The Trust intends to distribute any long-term capital gains not distributed
under the Managed Distribution Plan annually.</P></TD></TR>
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<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">Shareholders will automatically have all dividends and distributions reinvested in common shares of the Trust in accordance
with the Trust&#146;s dividend reinvestment plan, unless an election is made to receive cash by contacting the Reinvestment Plan Agent (as defined herein), at (800) <FONT STYLE="white-space:nowrap">699-1236.</FONT> See &#147;Dividend Reinvestment
Plan.&#148;</P></TD></TR></TABLE>
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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:10pt; font-family:Times New Roman" ALIGN="center">11 </P>


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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">Under normal market conditions, the Advisor will seek to manage the Trust in a manner such that the Trust&#146;s
distributions are reflective of the Trust&#146;s current and projected income and gains. The distribution level of the Trust is subject to change based upon a number of factors, including the current and projected level of the Trust&#146;s income
and gains, and may fluctuate over time.</P></TD></TR>
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<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">The Trust reserves the right to change its distribution policy and the basis for establishing the rate of its monthly
distributions at any time and may do so without prior notice to common shareholders. See &#147;Distributions.&#148;</P></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"><B>Listing</B></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">The Trust&#146;s common shares have been approved for listing on the New York Stock Exchange (&#147;NYSE&#148;), subject to
notice of issuance, under the symbol &#147;BIGZ.&#148; See &#147;Description of Shares&#151;Common Shares.&#148;</P></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"><B>Custodian and Transfer Agent</B></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">State Street Bank and Trust Company will serve as the Trust&#146;s custodian, and Computershare Trust Company, N.A. will
serve as the Trust&#146;s transfer agent.</P></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"><B>Administrator</B></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">State Street Bank and Trust Company will serve as the Trust&#146;s administrator and fund accountant.</P></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"><B>Market Price of Shares</B></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">Common shares of <FONT STYLE="white-space:nowrap">closed-end</FONT> investment companies frequently trade at prices lower
than their NAV. The Trust cannot assure you that its common shares will trade at a price higher than or equal to NAV. See &#147;Use of Proceeds.&#148; The Trust&#146;s common shares will trade in the open market at market prices that will be a
function of several factors, including distribution levels (which are in turn affected by expenses), NAV, call protection for portfolio securities, portfolio credit quality, liquidity, distribution stability, relative demand for and supply of the
common shares in the market, general market and economic conditions, market sentiment and other factors. See &#147;Leverage,&#148; &#147;Risks,&#148; &#147;Description of Shares&#148; and &#147;Repurchase of Common Shares.&#148; The common shares
are designed primarily for long-term investors and you should not purchase common shares of the Trust if you intend to sell them shortly after purchase.</P></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"><B><A NAME="toc93447_700"></A>Special Risk Considerations</B></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">An investment in common shares of the Trust involves risk. You should consider carefully the risks discussed below, which
are described in more detail under &#147;Risks&#148; beginning on page&nbsp;54 of this prospectus.</P></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"><B><I>No Operating History</I></B>. The Trust is a newly organized,
<FONT STYLE="white-space:nowrap">non-diversified,</FONT> <FONT STYLE="white-space:nowrap">closed-end</FONT> management investment company with no operating history. The Trust does not have any historical financial statements or other meaningful
operating or financial data on which potential investors may evaluate the Trust and its performance. See &#147;Risks&#151;No Operating History.&#148;</P></TD></TR></TABLE>
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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"><B><I>Limited Term Risk</I></B>. Unless the limited term provision of the Trust&#146;s Agreement and Declaration of Trust
is amended by shareholders in accordance with the Agreement and Declaration of Trust, or unless the Trust completes an Eligible Tender Offer and converts to perpetual existence, the Trust will dissolve on or about the Dissolution Date. <B>The Trust
is not a so called &#147;target date&#148; or &#147;life cycle&#148; fund whose asset allocation becomes more conservative over time as its target date, often associated with retirement, approaches. In addition, the Trust is not a &#147;target
term&#148; fund and thus does not seek to return its initial public offering price per common share upon dissolution.</B> As the assets of the Trust will be liquidated in connection with its dissolution, the Trust may be required to sell portfolio
securities when it otherwise would not, including at times when market conditions are not favorable, which may cause the Trust to lose money. In addition, as the Trust approaches the Dissolution Date, the Advisor may invest the proceeds of sold,
matured or called securities in money market mutual funds, cash, cash equivalents, securities issued or guaranteed by the U.S. government or its instrumentalities or agencies, high quality, short-term money market instruments, short-term debt
securities, certificates of deposit, bankers&#146; acceptances and other bank obligations, commercial paper or other liquid debt securities, which may adversely affect the Trust&#146;s investment performance.</P></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">Rather than reinvesting proceeds received from sales of or payments received in respect of portfolio securities, the Trust
may distribute such proceeds in one or more liquidating distributions prior to the final dissolution, which may cause the Trust&#146;s fixed expenses to increase when expressed as a percentage of net assets attributable to common shares, or the
Trust may invest the proceeds in lower yielding securities or hold the proceeds in cash or cash equivalents, which may adversely affect the performance of the Trust. The final distribution of net assets upon dissolution may be more than, equal to or
less than $20.00 per common share. Because the Trust may adopt a plan of liquidation and make liquidating distributions in advance of the Dissolution Date, the total value of the Trust&#146;s assets returned to common shareholders upon dissolution
will be impacted by decisions of the Board and the Advisor regarding the timing of adopting a plan of liquidation and making liquidating distributions. This may result in common shareholders receiving liquidating distributions with a value more or
less than the value that would have been received if the Trust had liquidated all of its assets on the Dissolution Date, or any other potential date for liquidation referenced in this prospectus, and distributed the proceeds thereof to
shareholders.</P></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">If the Trust conducts an Eligible Tender Offer, the Trust anticipates that funds to pay the aggregate purchase price of
shares accepted for purchase pursuant to the tender offer will be first derived from any cash on hand and then from the proceeds from the sale of portfolio investments held by the Trust. The risks related to the disposition
of</P></TD></TR></TABLE>
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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">securities in connection with the Trust&#146;s dissolution also would be present in connection with the disposition of
securities in connection with an Eligible Tender Offer. It is likely that during the pendency of a tender offer, and possibly for a time thereafter, the Trust will hold a greater than normal percentage of its total assets in cash and cash
equivalents, which may impede the Trust&#146;s ability to achieve its investment objectives and decrease returns to shareholders. The tax effect of any such dispositions of portfolio investments will depend on the difference between the price at
which the investments are sold and the tax basis of the Trust in the investments.</P></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">Any capital gains recognized on such dispositions, as reduced by any capital losses the Trust realizes in the year of such
dispositions and by any available capital loss carryforwards, will be distributed to shareholders as capital gain dividends (to the extent of net long-term capital gains over net short-term capital losses) or ordinary dividends (to the extent of net
short-term capital gains over net long-term capital losses) during or with respect to such year, and such distributions will generally be taxable to common shareholders. If the Trust&#146;s tax basis for the investments sold is less than the sale
proceeds, the Trust will recognize capital gains, which the Trust intends to distribute to common shareholders. In addition, the Trust&#146;s purchase of tendered common shares pursuant to an Eligible Tender Offer will have tax consequences for
tendering common shareholders and may have tax consequences for <FONT STYLE="white-space:nowrap">non-tendering</FONT> common shareholders. See &#147;Tax Matters&#148; below.</P></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">The purchase of common shares by the Trust pursuant to an Eligible Tender Offer will have the effect of increasing the
proportionate interest in the Trust of <FONT STYLE="white-space:nowrap">non-tendering</FONT> common shareholders. All common shareholders remaining after an Eligible Tender Offer will be subject to any increased risks associated with the reduction
in the Trust&#146;s assets resulting from payment for the tendered common shares, such as greater volatility due to decreased diversification and proportionately higher expenses. The reduced assets of the Trust as a result of an Eligible Tender
Offer may result in less investment flexibility for the Trust and may have an adverse effect on the Trust&#146;s investment performance. Such reduction in the Trust&#146;s assets may also cause common shares of the Trust to become thinly traded or
otherwise negatively impact secondary trading of common shares. A reduction in assets, and the corresponding increase in the Trust&#146;s expense ratio, could result in lower returns and put the Trust at a disadvantage relative to its peers and
potentially cause the Trust&#146;s common shares to trade at a wider discount, or smaller premium, to NAV than they otherwise would. Furthermore, the portfolio of the Trust following an Eligible Tender Offer could be significantly different and,
therefore, common shareholders retaining an investment in the Trust could be subject to greater risk. For example, the Trust may be required to sell its more liquid, higher quality portfolio investments to purchase common shares that are tendered in
an</P></TD></TR></TABLE>
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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:10pt; font-family:Times New Roman" ALIGN="center">14 </P>


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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">Eligible Tender Offer, which would leave a less liquid, lower quality portfolio for remaining shareholders. The prospects
of an Eligible Tender Offer may attract arbitrageurs who would purchase the common shares prior to the tender offer for the sole purpose of tendering those shares which could have the effect of exacerbating the risks described herein for
shareholders retaining an investment in the Trust following an Eligible Tender Offer.</P></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">The Trust is not required to conduct an Eligible Tender Offer. If the Trust conducts an Eligible Tender Offer, there can be
no assurance that the payment for tendered common shares would not result in the Trust having aggregate net assets below the Dissolution Threshold, in which case the Eligible Tender Offer will be canceled, no common shares will be repurchased
pursuant to the Eligible Tender Offer and the Trust will liquidate on the Dissolution Date (subject to possible extensions). Following the completion of an Eligible Tender Offer in which the payment for tendered common shares would result in the
Trust having aggregate net assets greater than or equal to the Dissolution Threshold, the Board may, by a Board Action Vote, eliminate the Dissolution Date without shareholder approval and provide for the Trust&#146;s perpetual existence.
Thereafter, the Trust will have a perpetual existence. There is no guarantee that the Board will eliminate the Dissolution Date following the completion of an Eligible Tender Offer so that the Trust will have a perpetual existence. The Advisor may
have a conflict of interest in recommending to the Board that the Dissolution Date be eliminated and the Trust have a perpetual existence. The Trust is not required to conduct additional tender offers following an Eligible Tender Offer and
conversion to perpetual existence. Therefore, remaining common shareholders may not have another opportunity to participate in a tender offer. Shares of <FONT STYLE="white-space:nowrap">closed-end</FONT> management investment companies frequently
trade at a discount from their NAV, and as a result remaining common shareholders may only be able to sell their shares at a discount to NAV.</P></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">Although it is anticipated that the Trust will have distributed substantially all of its net assets to shareholders as soon
as practicable after the Dissolution Date, securities for which no market exists or securities trading at depressed prices, if any, may be placed in a liquidating trust. Securities placed in a liquidating trust may be held for an indefinite period
of time, potentially several years or longer, until they can be sold or pay out all of their cash flows. During such time, the shareholders will continue to be exposed to the risks associated with the Trust and the value of their interest in the
liquidating trust will fluctuate with the value of the liquidating trust&#146;s remaining assets. Additionally, the tax treatment of the liquidating trust&#146;s assets may differ from the tax treatment applicable to such assets when held by the
Trust. To the extent the costs associated with a liquidating trust exceed the value of the remaining securities, the liquidating trust trustees may determine to dispose of the
remaining</P></TD></TR></TABLE>
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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">securities in a manner of their choosing. The Trust cannot predict the amount, if any, of securities that will be required
to be placed in a liquidating trust or how long it will take to sell or otherwise dispose of such securities.</P></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"><B><I><FONT STYLE="white-space:nowrap">Non-Diversified</FONT> Status</I></B>. The Trust is a
<FONT STYLE="white-space:nowrap">non-diversified</FONT> fund. As defined in the Investment Company Act, a <FONT STYLE="white-space:nowrap">non-diversified</FONT> fund may have a significant part of its investments in a smaller number of issuers than
can a diversified fund. Having a larger percentage of assets in a smaller number of issuers makes a <FONT STYLE="white-space:nowrap">non-diversified</FONT> fund, like the Trust, more susceptible to the risk that one single event or occurrence can
have a significant adverse impact upon the Trust.</P></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"><B><I>Investment and Market Discount Risk</I></B>. An investment in the Trust&#146;s common shares is subject to investment
risk, including the possible loss of the entire amount that you invest. As with any stock, the price of the Trust&#146;s common shares will fluctuate with market conditions and other factors. If shares are sold, the price received may be more or
less than the original investment. Common shares are designed for long-term investors and the Trust should not be treated as a trading vehicle. Shares of <FONT STYLE="white-space:nowrap">closed-end</FONT> management investment companies frequently
trade at a discount from their NAV. This risk is separate and distinct from the risk that the Trust&#146;s NAV could decrease as a result of its investment activities. At any point in time an investment in the Trust&#146;s common shares may be worth
less than the original amount invested, even after taking into account distributions paid by the Trust. This risk may be greater for investors who sell their common shares in a relatively short period of time after completion of the initial
offering. During periods in which the Trust may use leverage, the Trust&#146;s investment, market discount and certain other risks will be magnified.</P></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"><B><I>Equity Securities Risk</I></B>. Stock markets are volatile, and the prices of equity securities fluctuate based on
changes in a company&#146;s financial condition and overall market and economic conditions. Although common stocks have historically generated higher average total returns than fixed-income securities over the long-term, common stocks also have
experienced significantly more volatility in those returns and, in certain periods, have significantly underperformed relative to fixed-income securities. An adverse event, such as an unfavorable earnings report, may depress the value of a
particular common stock held by the Trust. A common stock may also decline due to factors which affect a particular industry or industries, such as labor shortages or increased production costs and competitive conditions within an industry. The
value of a particular common stock held by the Trust may decline for a number of other reasons which directly relate to the issuer, such as management performance, financial leverage, the issuer&#146;s historical and prospective earnings, the value
of its assets and reduced demand for its goods and services.</P></TD></TR></TABLE>
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<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Also, the prices of common stocks are sensitive to general movements in the stock market and a drop in the stock market may
depress the price of common stocks to which the Trust has exposure. Common stock prices fluctuate for several reasons, including changes in investors&#146; perceptions of the financial condition of an issuer or the general condition of the relevant
stock market, or when political or economic events affecting the issuers occur. In addition, common stock prices may be particularly sensitive to rising interest rates, as the cost of capital rises and borrowing costs increase. Common equity
securities in which the Trust may invest are structurally subordinated to preferred stock, bonds and other debt instruments in a company&#146;s capital structure in terms of priority to corporate income and are therefore inherently more risky than
preferred stock or debt instruments of such issuers.</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">Investments in American Depositary Receipts (&#147;ADRs&#148;), European Depositary Receipts (&#147;EDRs&#148;), Global Depositary Receipts
(&#147;GDRs&#148;) and other similar global instruments are generally subject to risks associated with equity securities and investments in <FONT STYLE="white-space:nowrap">non-U.S.</FONT> securities. Unsponsored ADR, EDR and GDR programs are
organized independently and without the cooperation of the issuer of the underlying securities. 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.</P></TD></TR>
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<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I>Risks Associated with the Trust&#146;s Options Strategy</I></B>. The ability of the Trust to generate current gains
from options premiums and to enhance the Trust&#146;s risk-adjusted returns is partially dependent on the successful implementation of its options strategy. There are several risks associated with transactions in options on securities. For example,
there are significant differences between the securities and options markets that could result in an imperfect correlation between these markets, causing a given transaction not to achieve its objectives. A decision as to whether, when and how to
use options involves the exercise of skill and judgment, and even a well-conceived transaction may be unsuccessful to some degree because of market behavior or unexpected events.</P>
<P STYLE="font-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"><I>Risks of Writing Options.</I> As the writer of a
covered call option, the Trust forgoes, during the option&#146;s life, the opportunity to profit from increases in the market value of the security covering the call option above the sum of the premium and the strike price of the call, but has
retained the risk of loss should the price of the underlying security decline. In other words, as the Trust writes covered calls over more of its portfolio, the Trust&#146;s ability to benefit from capital appreciation becomes more
limited.</P></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">If the Trust writes call options on individual securities or index call options that include securities, in each case, that
are not in the Trust&#146;s</P></TD></TR></TABLE>
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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">portfolio or that are not in the same proportion as securities in the Trust&#146;s portfolio, the Trust will experience
loss, which theoretically could be unlimited, if the value of the individual security, index or basket of securities appreciates above the exercise price of the index option written by the Trust.</P></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">When the Trust writes put options, it bears the risk of loss if the value of the underlying stock declines below the
exercise price minus the put premium. If the option is exercised, the Trust could incur a loss if it is required to purchase the stock underlying the put option at a price greater than the market price of the stock at the time of exercise plus the
put premium the Trust received when it wrote the option. While the Trust&#146;s potential gain in writing a put option is limited to the premium received from the purchaser of the put option, the Trust risks a loss equal to the entire exercise price
of the option minus the put premium. See &#147;Risks&#151;Risks Associated with the Trust&#146;s Options Strategy&#151;Risks of Writing Options.&#148;</P></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"><I>Exchange-Listed Options Risks.</I> There can be no assurance that a liquid market will exist when the Trust seeks to
close out an exchange-listed option position. Reasons for the absence of a liquid secondary market on an exchange include the following: (i)&nbsp;there may be insufficient trading interest in certain options; (ii)&nbsp;restrictions may be imposed by
an exchange on opening transactions or closing transactions or both; (iii)&nbsp;trading halts, suspensions or other restrictions may be imposed with respect to particular classes or series of options; (iv)&nbsp;unusual or unforeseen circumstances
may interrupt normal operations on an exchange; (v)&nbsp;the facilities of an exchange or the Options Clearing Corporation (the &#147;OCC&#148;) may not at all times be adequate to handle current trading volume; or (vi)&nbsp;one or more exchanges
could, for economic or other reasons, decide or be compelled at some future date to discontinue the trading of options (or a particular class or series of options). See &#147;Risks&#151;Risks Associated with the Trust&#146;s Options
Strategy&#151;Exchange-Listed Options Risks.&#148;</P></TD></TR>
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<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><FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">Over-the-Counter</FONT></FONT> Options Risk.</I> The
Trust may write (sell) unlisted OTC options. OTC options differ from exchange-listed options in that they are <FONT STYLE="white-space:nowrap">two-party</FONT> contracts, with exercise price, premium and other terms negotiated between buyer and
seller, and generally do not have as much market liquidity as exchange-listed options. The OTC options written by the Trust will not be issued, guaranteed or cleared by the OCC. In addition, the Trust&#146;s ability to terminate OTC options may be
more limited than with exchange-traded options. Banks, broker-dealers or other financial institutions participating in such transactions may fail to settle a transaction in accordance with the terms of the option as written. In the event of default
or insolvency of the counterparty, the Trust may be unable to liquidate an OTC option position. See &#147;Risks&#151;Risks Associated with the Trust&#146;s Options
<FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">Strategy&#151;Over-the-Counter</FONT></FONT> Options Risk.&#148;</P></TD></TR></TABLE>
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<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>Index Options Risk.</I> The Trust may sell index put and call options from time to time. The purchaser of an index put
option has the right to any depreciation in the value of the index below the exercise price of the option on or before the expiration date. The purchaser of an index call option has the right to any appreciation in the value of the index over the
exercise price of the option on or before the expiration date. Because the exercise of index options is settled in cash, sellers of index call options, such as the Trust, cannot provide in advance for their potential settlement obligations by
acquiring and holding the underlying securities. The Trust will lose money if it is required to pay the purchaser of an index option the difference between the cash value of the index on which the option was written and the exercise price and such
difference is greater than the premium received by the Trust for writing the option. See &#147;Risks&#151;Risks Associated with the Trust&#146;s Options Strategy&#151;Index Options Risk.&#148;</P></TD></TR>
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<TD HEIGHT="16" COLSPAN="2"></TD></TR>
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<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>Limitation on Options Writing Risk.</I> The number of call options the Trust can write is limited by the total assets
the Trust holds and is further limited by the fact that all options represent 100 share lots of the underlying common stock. Furthermore, the Trust&#146;s options transactions will be subject to limitations established by each of the exchanges,
boards of trade or other trading facilities on which such options are traded. See &#147;Risks&#151;Risks Associated with the Trust&#146;s Options Strategy&#151;Limitation on Options Writing Risk.&#148;</P></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"><I>Tax Risk.</I> Income on options on individual stocks will generally not be recognized by the Trust for tax purposes
until an option is exercised, lapses or is subject to a &#147;closing transaction&#148; (as defined by applicable regulations) pursuant to which the Trust&#146;s obligations with respect to the option are otherwise terminated. If the option lapses
without exercise or is otherwise subject to a closing transaction, the premiums received by the Trust from the writing of such options will generally be characterized as short-term capital gain. If an option written by the Trust is exercised, the
Trust may recognize taxable gain depending on the exercise price of the option, the option premium, and the tax basis of the security underlying the option. The character of any gain on the sale of the underlying security as short-term or long-term
capital gain will depend on the holding period of the Trust in the underlying security. In general, distributions received by shareholders of the Trust that are attributable to short-term capital gains recognized by the Trust from its options
writing activities will be taxed to such shareholders as ordinary income and will not be eligible for the reduced tax rate applicable to qualified dividend income.</P></TD></TR>
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<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">Index options will generally be
<FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">&#147;marked-to-market&#148;</FONT></FONT> for U.S. federal income tax purposes. As a result, the Trust will generally recognize gain or loss on the last day of each taxable year
equal to the difference between the value of the index option on that date and the adjusted basis of the index option. The adjusted basis of the index option will consequently be increased by such gain or decreased by such
loss.</P></TD></TR></TABLE>
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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">Any gain or loss with respect to index options will be treated as short-term capital gain or loss to the extent of 40% of
such gain or loss and long-term capital gain or loss to the extent of 60% of such gain or loss. Because the <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">mark-to-market</FONT></FONT> rules may cause the Trust to recognize gain in
advance of the receipt of cash, the Trust may be required to dispose of investments in order to meet its distribution requirements.</P></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"><B><I>Innovative Securities Risk</I></B>. There can be no assurance that a company identified as innovative by the Advisor
will ultimately introduce a new product or service or that such product or service may not be significantly delayed.</P></TD></TR>
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<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"><B><I><FONT STYLE="white-space:nowrap">Mid-</FONT> and Small-Capitalization Company Risk</I></B>. The Trust will invest in
companies with middle and small capitalizations. Middle and small capitalization companies may be less financially secure than larger, more established companies and depend on a small number of key personnel.</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">In addition, it is more difficult to get information on
middle and small capitalization companies, which tend to be less well known, have shorter operating histories, do not have significant ownership by large investors and are followed by relatively few securities analysts. As a result, the securities
of middle and small capitalization companies generally trade in lower volumes and are subject to greater and more unpredictable price changes than larger capitalization securities or the market as a whole. The purchase or sale of more than a limited
number of shares of a middle and small company may affect its market price. The Trust may need a considerable amount of time to purchase or sell its positions in these securities. In addition, middle or small company stocks may not be well known to
the investing public. Investing in middle and small capitalization securities requires a longer term view.</P></TD></TR>
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<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">Middle and small capitalization stocks can be more volatile than, and perform differently from, larger capitalization
stocks. Middle and small company stocks may be particularly sensitive to changes in interest rates, borrowing costs and earnings. Middle and small companies may have fewer business lines; changes in any one line of business, therefore, may have a
greater impact on a middle and small company&#146;s stock price than is the case for a larger company. If a product fails or there are other adverse developments, or if management changes, the Trust&#146;s investment in a middle or small
capitalization company may lose substantial value. See <FONT STYLE="white-space:nowrap">&#147;Risks&#151;Mid-</FONT> and Small Capitalization Company Risk.&#148;</P></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"><B><I>Risks Associated with Private Company Investments</I></B>. Private companies are generally not subject to SEC
reporting requirements, are not required to maintain their accounting records in accordance with generally accepted accounting principles, and are not required to</P></TD></TR></TABLE>
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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">maintain effective internal controls over financial reporting. As a result, the Advisor may not have timely or accurate
information about the business, financial condition and results of operations of the private companies in which the Trust invests. There is risk that the Trust may invest on the basis of incomplete or inaccurate information, which may adversely
affect the Trust&#146;s investment performance. Private companies in which the Trust may invest may have limited financial resources, shorter operating histories, more asset concentration risk, narrower product lines and smaller market shares than
larger businesses, which tend to render such private companies more vulnerable to competitors&#146; actions and market conditions, as well as general economic downturns.</P></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">These companies generally have less predictable operating results, may from time to time be parties to litigation, may be
engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence, and may require substantial additional capital to support their operations, finance expansion or maintain their competitive position. These companies
may have difficulty accessing the capital markets to meet future capital needs, which may limit their ability to grow or to repay their outstanding indebtedness upon maturity. In addition, the Trust&#146;s investment also may be structured as <FONT
STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">pay-in-kind</FONT></FONT> securities with minimal or no cash interest or dividends until the company meets certain growth and liquidity objectives.</P></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">Typically, investments in private companies are in restricted securities that are not traded in public markets and subject
to substantial holding periods, so that the Trust may not be able to resell some of its holdings for extended periods, which may be several years. There can be no assurance that the Trust will be able to realize the value of private company
investments in a timely manner. See &#147;Risks&#151;Risks Associated with Private Company Investments.&#148;</P></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"><B><I>Late-Stage Private Companies Risk</I></B><I>.</I> Investments in late-stage private companies involve greater risks
than investments in shares of companies that have traded publicly on an exchange for extended periods of time. These investments may present significant opportunities for capital appreciation but involve a high degree of risk that may result in
significant decreases in the value of these investments. The Trust may not be able to sell such investments when the Advisor deems it appropriate to do so because they are not publicly traded. As such, these investments are generally considered to
be illiquid until a company&#146;s public offering (which may never occur) and are often subject to additional contractual restrictions on resale following any public offering that may prevent the Trust from selling its shares of these companies for
a period of time. See &#147;Risks&#151;Restricted and Illiquid Investments Risk.&#148; Market conditions, developments within a company, investor perception or regulatory decisions may adversely affect a late-stage private company and delay or
prevent such a company from ultimately offering its securities to</P></TD></TR></TABLE>
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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">the public. If a company does issue shares in an IPO, IPOs are risky and volatile and may cause the value of the
Trust&#146;s investment to decrease significantly.</P></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"><B><I>Restricted and Illiquid Investments Risk</I></B>. The Trust may invest without limitation in illiquid or less liquid
investments or investments in which no secondary market is readily available or which are otherwise illiquid, including private placement securities. The Trust may not be able to readily dispose of such investments at prices that approximate those
at which the Trust could sell such investments if they were more widely traded and, as a result of such illiquidity, the Trust may have to sell other investments or engage in borrowing transactions if necessary to raise cash to meet its obligations.
Limited liquidity can also affect the market price of investments, thereby adversely affecting the Trust&#146;s NAV and ability to make dividend distributions. The financial markets have in recent years experienced periods of extreme secondary
market supply and demand imbalance, resulting in a loss of liquidity during which market prices were suddenly and substantially below traditional measures of intrinsic value. During such periods, some investments could be sold only at arbitrary
prices and with substantial losses. Periods of such market dislocation may occur again at any time. See &#147;Risks&#151;Restricted and Illiquid Investments Risk.&#148;</P></TD></TR>
<TR STYLE="font-size:1pt">
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<TD HEIGHT="16" COLSPAN="2"></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"><B><I>Valuation Risk</I></B>. The Trust is subject to valuation risk, which is the risk that one or more of the securities
in which the Trust invests are valued at prices that the Trust is unable to obtain upon sale due to factors such as incomplete data, market instability or human error. The Advisor may use an independent pricing service or prices provided by dealers
to value securities at their market value. Because the secondary markets for certain investments may be limited, such instruments may be difficult to value. See &#147;Net Asset Value.&#148; When market quotations are not available, the Advisor may
price such investments pursuant to a number of methodologies, such as computer-based analytical modeling or individual security evaluations. These methodologies generate approximations of market values, and there may be significant professional
disagreement about the best methodology for a particular type of financial instrument or different methodologies that might be used under different circumstances. In the absence of an actual market transaction, reliance on such methodologies is
essential, but may introduce significant variances in the ultimate valuation of the Trust&#146;s investments. Technological issues and/or errors by pricing services or other third-party service providers may also impact the Trust&#146;s ability to
value its investments and the calculation of the Trust&#146;s NAV.</P></TD></TR>
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<TD HEIGHT="16" COLSPAN="2"></TD></TR>
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<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">When market quotations are not readily available or are deemed to be inaccurate or unreliable, the Trust values its
investments at fair value as determined in good faith pursuant to policies and procedures approved by the Board. Fair value is defined as the amount for which</P></TD></TR></TABLE>
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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">assets could be sold in an orderly disposition over a reasonable period of time, taking into account the nature of the
asset. Fair value pricing may require determinations that are inherently subjective and inexact about the value of a security or other asset. As a result, there can be no assurance that fair value priced assets will not result in future adjustments
to the prices of securities or other assets, or that fair value pricing will reflect a price that the Trust is able to obtain upon sale, 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. For example, the Trust&#146;s NAV could
be adversely affected if the Trust&#146;s determinations regarding the fair value of the Trust&#146;s investments were materially higher than the values that the Trust ultimately realizes upon the disposal of such investments. Where market
quotations are not readily available, valuation may require more research than for more liquid investments. See &#147;Risks&#151;Risks Associated with Private Company Investments&#151;Private Company Valuation Risk.&#148; In addition, elements of
judgment may play a greater role in valuation in such cases than for investments with a more active secondary market because there is less reliable objective data available. The Advisor anticipates that up to approximately 25% of the Trust&#146;s
net assets (calculated at the time of investment) may be valued using fair value. This percentage may increase over the life of the Trust and may exceed 25% of the Trust&#146;s net assets due to a number of factors, such as when the Trust nears
dissolution; outflows of cash from time to time; and changes in the valuation of these investments. The Trust prices its shares daily and therefore all assets, including assets valued at fair value, are valued daily.</P></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">The Trust&#146;s NAV per common share is a critical component in several operational matters including computation of
advisory and services fees. Consequently, variance in the valuation of the Trust&#146;s investments will impact, positively or negatively, the fees and expenses shareholders will pay.</P></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"><B><I>New Issues Risk</I></B>. &#147;New Issues&#148; are IPOs of U.S. equity securities. There is no assurance that the
Trust will have access to profitable IPOs and therefore investors should not rely on any past gains from IPOs as an indication of future performance of the Trust. The investment performance of the Trust during periods when it is unable to invest
significantly or at all in IPOs may be lower than during periods when the Trust is able to do so. Securities issued in IPOs are subject to many of the same risks as 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. In addition, some companies in IPOs are involved in relatively new industries or lines of business, which may not be widely understood by
investors. Some of these companies may</P></TD></TR></TABLE>
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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">be undercapitalized or regarded as developmental stage companies, without revenues or operating income, or the near-term
prospects of achieving them. Further, the prices of securities sold in IPOs may be highly volatile or may decline shortly after the IPO. When an IPO is brought to the market, availability may be limited and the Trust may not be able to buy any
shares at the offering price, or, if it is able to buy shares, it may not be able to buy as many shares at the offering price as it would like. The limited number of shares available for trading in some IPOs may make it more difficult for the Trust
to buy or sell significant amounts of shares.</P></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"><B><I>Growth Stock Risk</I></B>. Securities of growth companies may be more volatile since such companies usually invest a
high portion of earnings in their business, and they may lack the dividends of value stocks that can cushion stock prices in a falling market. Stocks of companies the Advisor believes are fast-growing may trade at a higher multiple of current
earnings than other stocks. The values of these stocks may be more sensitive to changes in current or expected earnings than the values of other stocks. Earnings disappointments often lead to sharply falling prices because investors buy growth
stocks in anticipation of superior earnings growth. If the Advisor&#146;s assessment of the prospects for a company&#146;s earnings growth is wrong, or if the Advisor&#146;s judgment of how other investors will value the company&#146;s earnings
growth is wrong, then the price of the company&#146;s stock may fall or may not approach the value that the Advisor has placed on it.</P></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"><B><I>Value Stock Risk</I></B>. The Advisor may be wrong in its assessment of a company&#146;s value and the stocks the
Trust owns may not reach what the Advisor believes are their full values. A particular risk of the Trust&#146;s value stock investments is that some holdings may not recover and provide the capital growth anticipated or a stock judged to be
undervalued may actually be appropriately priced. Further, because the prices of value-oriented securities tend to correlate more closely with economic cycles than growth-oriented securities, they generally are more sensitive to changing economic
conditions, such as changes in interest rates, corporate earnings, and industrial production. The market may not favor value-oriented stocks and may not favor equities at all. During those periods, the Trust&#146;s relative performance may
suffer.</P></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"><B><I>Preferred Securities Risk</I></B>. There are special risks associated with investing in preferred securities,
including deferral, subordination, limited voting rights, special redemption rights and risks associated with new types of securities. See &#147;Risks&#151;Preferred Securities Risk.&#148;</P></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"><B><I>Convertible Securities Risk</I></B>. Convertible securities generally offer lower interest or dividend yields than <FONT
STYLE="white-space:nowrap">non-convertible</FONT> securities of similar quality. The market values of convertible securities tend to decline as interest rates increase and, conversely, to increase as interest rates decline. However, when the market
price of the common</P></TD></TR></TABLE>
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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">stock underlying a convertible security exceeds the conversion price, the convertible security tends to reflect the market
price of the underlying common stock. As the market price of the underlying common stock declines, the convertible security tends to trade increasingly on a yield basis and thus may not decline in price to the same extent as the underlying common
stock. Synthetic convertible securities are subject to additional risks, including risks associated with derivatives. See &#147;Risks&#151;Convertible Securities Risk.&#148;</P></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"><B><I>Warrants and Rights Risk</I></B>. If the price of the underlying stock does not rise above the exercise price before
the warrant expires, the warrant generally expires without any value and the Trust loses any amount it paid for the warrant. Thus, investments in warrants may involve substantially more risk than investments in common stock. Warrants may trade in
the same markets as their underlying stock; however, the price of the warrant does not necessarily move with the price of the underlying stock. The failure to exercise subscription rights to purchase common stock would result in the dilution of the
Trust&#146;s interest in the issuing company. The market for such rights is not well developed, and, accordingly the Trust may not always realize full value on the sale of rights.</P></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"><B><I><FONT STYLE="white-space:nowrap">Non-U.S.</FONT> Securities Risk</I></B>. The Trust may invest in securities of <FONT
STYLE="white-space:nowrap">non-U.S.</FONT> issuers <FONT STYLE="white-space:nowrap">(&#147;Non-U.S.</FONT> Securities&#148;). Such investments involve certain risks not involved in domestic investments. Securities markets in foreign countries often
are not as developed, efficient or liquid as securities markets in the United States and, therefore, the prices of <FONT STYLE="white-space:nowrap">Non-U.S.</FONT> Securities can be more volatile. Certain foreign countries may impose restrictions on
the ability of issuers of <FONT STYLE="white-space:nowrap">Non-U.S.</FONT> Securities to make payments of principal and interest or dividends to investors located outside the country. In addition, the Trust will be subject to risks associated with
adverse political and economic developments in foreign countries, which could cause the Trust to lose money on its investments in <FONT STYLE="white-space:nowrap">Non-U.S.</FONT> Securities. The Trust will be subject to additional risks if it
invests in <FONT STYLE="white-space:nowrap">Non-U.S.</FONT> Securities, which include seizure or nationalization of foreign deposits. <FONT STYLE="white-space:nowrap">Non-U.S.</FONT> Securities may trade on days when the Trust&#146;s common shares
are not priced or traded. See <FONT STYLE="white-space:nowrap">&#147;Risks&#151;Non-U.S.</FONT> Securities Risk.&#148;</P></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"><B><I>Emerging and Frontier Markets Risk</I></B>. The Trust may invest in <FONT STYLE="white-space:nowrap">Non-U.S.</FONT>
Securities of issuers in <FONT STYLE="white-space:nowrap">so-called</FONT> &#147;emerging markets&#148; (or lesser developed countries, including countries that may be considered &#147;frontier&#148; markets). Such investments are particularly
speculative and entail all of the risks of investing in <FONT STYLE="white-space:nowrap">Non-U.S.</FONT> Securities but to a heightened degree. &#147;Emerging market&#148; countries generally include every nation in the world except developed
countries, that is, the United States, Canada, Japan, Australia, New Zealand and most countries located in Western Europe. Investments in the securities of issuers domiciled in countries with emerging capital markets involve certain additional risks
that do not generally apply to investments in</P></TD></TR></TABLE>
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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">securities of issuers in more developed capital markets, such as (i)&nbsp;low or
<FONT STYLE="white-space:nowrap">non-existent</FONT> trading volume, resulting in a lack of liquidity and increased volatility in prices for such securities, as compared to securities of comparable issuers in more developed capital markets;
(ii)&nbsp;uncertain national policies and social, political and economic instability, increasing the potential for expropriation of assets, confiscatory taxation, high rates of inflation or unfavorable diplomatic developments; (iii)&nbsp;possible
fluctuations in exchange rates, differing legal systems and the existence or possible imposition of exchange controls, custodial restrictions or other foreign or U.S. governmental laws or restrictions applicable to such investments;
(iv)&nbsp;national policies that may limit the Trust&#146;s investment opportunities such as restrictions on investment in issuers or industries deemed sensitive to national interests; and (v)&nbsp;the lack or relatively early development of legal
structures governing private and foreign investments and private property. See &#147;Risks&#151;Emerging Markets Risk&#148; and &#147;&#151;Frontier Markets Risk.&#148;</P></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"><B><I>Foreign Currency Risk</I></B>. Because the Trust may invest in securities denominated or quoted in currencies other
than the U.S. dollar, changes in foreign currency exchange rates may affect the value of securities held by the Trust and the unrealized appreciation or depreciation of investments. Currencies of certain countries may be volatile and therefore may
affect the value of securities denominated in such currencies, which means that the Trust&#146;s NAV could decline as a result of changes in the exchange rates between foreign currencies and the U.S. dollar. The Advisor may, but is not required to,
elect for the Trust to seek to protect itself from changes in currency exchange rates through hedging transactions depending on market conditions. In addition, certain countries, particularly emerging market countries, may impose foreign currency
exchange controls or other restrictions on the transferability, repatriation or convertibility of currency.</P></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"><B><I>Leverage Risk</I></B>. The use of leverage creates an opportunity for increased common share net investment income
dividends, but also creates risks for the holders of common shares. The Trust cannot assure you that the use of leverage, if employed, will result in a higher yield on the common shares. Any leveraging strategy the Trust employs may not be
successful.</P></TD></TR>
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<TD VALIGN="bottom"> <P ALIGN="justify" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Leverage involves risks and special considerations for common shareholders, including:</P></TD></TR>
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<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4.00em; text-indent:-1.50em; font-size:10pt; font-family:Times New Roman" ALIGN="justify">&#149;&#8195;&#8202;the likelihood of greater volatility of NAV, market price and
distribution rate of the common shares than a comparable portfolio without leverage;</P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt" align="left">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4.00em; text-indent:-1.50em; font-size:10pt; font-family:Times New Roman" ALIGN="justify">&#149;&#8195;&#8202;the risk that fluctuations in interest rates or dividend rates on any leverage
that the Trust must pay will reduce the return to the common shareholders;</P> <P STYLE="font-size:6pt; margin-top:0pt; margin-bottom:1pt" align="left">&nbsp;</P></TD></TR></TABLE>
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<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4.00em; text-indent:-1.50em; font-size:10pt; font-family:Times New Roman" ALIGN="justify">&#149;&#8195;&#8202;the effect of leverage in a declining market, which is likely to
cause a greater decline in the NAV of the common shares than if the Trust were not leveraged, which may result in a greater decline in the market price of the common shares;</P>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt" align="left">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4.00em; text-indent:-1.50em; font-size:10pt; font-family:Times New Roman" ALIGN="justify">&#149;&#8195;&#8202;when the Trust uses financial leverage, the management fee payable to the Advisor
will be higher than if the Trust did not use leverage; and</P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt" align="left">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; margin-left:4.00em; text-indent:-1.50em; font-size:10pt; font-family:Times New Roman" ALIGN="justify">&#149;&#8195;&#8202;leverage may increase operating costs, which may reduce total
return.</P></TD></TR>
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<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Trust currently does not intend to borrow money or issue debt securities or preferred shares, but may in the future
borrow funds from banks or other financial institutions, or issue debt securities or preferred shares, as described in this prospectus. Certain types of leverage the Trust may use may result in the Trust being subject to covenants relating to asset
coverage and portfolio composition requirements. The Trust may be subject to certain restrictions on investments imposed by guidelines of one or more rating agencies, which may issue ratings for any debt securities or preferred shares issued by the
Trust. The terms of any borrowings or these rating agency guidelines may impose asset coverage or portfolio composition requirements that are more stringent than those imposed by the Investment Company Act. The Advisor does not believe that these
covenants or guidelines will impede it from managing the Trust&#146;s portfolio in accordance with the Trust&#146;s investment objectives and policies. See &#147;Risks&#151;Leverage Risk.&#148;</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">In addition to the foregoing, the use of leverage treated
as indebtedness of the Trust for U.S. federal income tax purposes may reduce the amount of Trust dividends that are otherwise eligible for the dividends received deduction in the hands of corporate shareholders.</P></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"><B><I>Structured Investments Risks</I></B><I>.</I> The Trust may invest in structured products, including structured notes,
equity-linked notes (&#147;ELNs&#148;) and other types of structured products. Holders of structured products bear the risks of the underlying investments, index or reference obligation and are subject to counterparty risk.</P></TD></TR>
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<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">The Trust may have the right to receive payments only from the structured product and generally does not have direct rights
against the issuer or the entity that sold the assets to be securitized. While certain structured products 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 products generally pay their share of the structured product&#146;s administrative and other expenses.</P></TD></TR></TABLE>
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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">Although it is difficult to predict whether the prices of indices and securities underlying structured products will rise
or fall, these prices (and, therefore, the prices of structured products) will be influenced by the same types of political and economic events that affect issuers of securities and capital markets generally. If the issuer of a structured product
uses shorter term financing to purchase longer term securities, the issuer may be forced to sell its securities at below market prices if it experiences difficulty in obtaining such financing, which may adversely affect the value of the structured
products owned by the Trust. See &#147;Risks&#151;Structured Investments Risks.&#148;</P></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"><B><I>Strategic Transactions and Derivatives Risk</I></B>. The Trust may engage in various Strategic Transactions for
duration management and other risk management purposes, including to attempt to protect against possible changes in the market value of the Trust&#146;s portfolio resulting from trends in the securities markets and changes in interest rates or to
protect the Trust&#146;s unrealized gains in the value of its portfolio securities, to facilitate the sale of portfolio securities for investment purposes or to establish a position in the securities markets as a temporary substitute for purchasing
particular securities or to enhance income or gain. Derivatives are financial contracts or instruments whose value depends on, or is derived from, the value of an underlying asset, reference rate or index (or relationship between two indices). The
Trust also may use derivatives to add leverage to the portfolio and/or to hedge against increases in the Trust&#146;s costs associated with any leverage strategy that it may employ. The use of Strategic Transactions to enhance current income may be
particularly speculative.</P></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">Strategic Transactions involve risks. The risks associated with Strategic Transactions include (i)&nbsp;the imperfect
correlation between the value of such instruments and the underlying assets, (ii)&nbsp;the possible default of the counterparty to the transaction, (iii)&nbsp;illiquidity of the derivative instruments, and (iv)&nbsp;high volatility losses caused by
unanticipated market movements, which are potentially unlimited. Although both OTC and exchange-traded derivatives markets may experience a lack of liquidity, OTC <FONT STYLE="white-space:nowrap">non-standardized</FONT> derivative transactions are
generally less liquid than exchange-traded instruments. The illiquidity of the derivatives markets may be due to various factors, including congestion, disorderly markets, limitations on deliverable supplies, the participation of speculators,
government regulation and intervention, and technical and operational or system failures. In addition, daily limits on price fluctuations and speculative position limits on exchanges on which the Trust may conduct its transactions in derivative
instruments may prevent prompt liquidation of positions, subjecting the Trust to the potential of greater losses.</P></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">Furthermore, the Trust&#146;s ability to successfully use Strategic Transactions depends on the Advisor&#146;s ability to
predict pertinent securities prices, interest rates, currency exchange rates and other</P></TD></TR></TABLE>
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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">economic factors, which cannot be assured. The use of Strategic Transactions may result in losses greater than if they had
not been used, may require the Trust to sell or purchase portfolio securities at inopportune times or for prices other than current market values, may limit the amount of appreciation the Trust can realize on an investment or may cause the Trust to
hold a security that it might otherwise sell. Additionally, segregated or earmarked liquid assets, amounts paid by the Trust as premiums and cash or other assets held in margin accounts with respect to Strategic Transactions are not otherwise
available to the Trust for investment purposes.</P></TD></TR>
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<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Exchange-traded derivatives and OTC derivative transactions submitted for clearing through a central counterparty have become
subject to minimum initial and variation margin requirements set by the relevant clearinghouse, as well as possible margin requirements mandated by the SEC or the Commodity Futures Trading Commission (the &#147;CFTC&#148;). The CFTC and federal
banking regulators also have imposed margin requirements on <FONT STYLE="white-space:nowrap">non-cleared</FONT> OTC derivatives, and the SEC has finalized its <FONT STYLE="white-space:nowrap">non-cleared</FONT> margin requirements for security-based
swaps, which are expected to go into effect in late 2021 after a compliance period.</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">Many OTC derivatives are valued on the basis of dealers&#146; pricing of these instruments. However, the price at which dealers value a
particular derivative and the price that the same dealers would actually be willing to pay for such derivative should the Trust wish or be forced to sell such position may be materially different. Such differences can result in an overstatement of
the Trust&#146;s NAV and may materially adversely affect the Trust in situations in which the Trust is required to sell derivative instruments.</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">See &#147;Risks&#151;Strategic Transactions and Derivatives Risk.&#148;</P></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"><I>Counterparty Risk</I>. The Trust will be subject to credit risk with respect to the counterparties to the derivative
contracts entered into by the Trust. Because derivative transactions in which the Trust may engage may involve instruments that are not traded on an exchange or cleared through a central counterparty but are instead traded between counterparties
based on contractual relationships, the Trust is subject to the risk that a counterparty will not perform its obligations under the related contracts. If a counterparty becomes bankrupt or otherwise fails to perform its obligations due to financial
difficulties, the Trust may experience significant delays in obtaining any recovery in bankruptcy or other reorganization proceedings. The Trust may obtain only a limited recovery, or may obtain no recovery, in such circumstances. Although the Trust
intends to enter into transactions only with counterparties that the Advisor believes to be creditworthy, there can be no assurance that, as a result, a counterparty will not default and that the Trust will not sustain a loss on a transaction. In
the event of the counterparty&#146;s bankruptcy or insolvency, the Trust&#146;s</P></TD></TR></TABLE>
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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">collateral may be subject to the conflicting claims of the counterparty&#146;s creditors, and the Trust may be exposed to
the risk of a court treating the Trust as a general unsecured creditor of the counterparty, rather than as the owner of the collateral. See &#147;Risks&#151;Strategic Transactions and Derivatives Risk&#151;Counterparty Risk.&#148;</P></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"><I>Swaps Risk</I>. Swaps are a type of derivative. Swap agreements involve the risk that the party with which the Trust has
entered into the swap will default on its obligation to pay the Trust and the risk that the Trust will not be able to meet its obligations to pay the other party to the agreement. In order to seek to hedge the value of the Trust&#146;s portfolio, to
hedge against increases in the Trust&#146;s cost associated with interest payments on any outstanding borrowings or to seek to increase the Trust&#146;s return, the Trust may enter into swaps, including interest rate swap, total return swap
(sometimes referred to as a &#147;contract for difference&#148;) and/or credit default swap transactions. In interest rate swap transactions, there is a risk that yields will move in the direction opposite of the direction anticipated by the Trust,
which would cause the Trust to make payments to its counterparty in the transaction that could adversely affect Trust performance. In addition to the risks applicable to swaps generally (including counterparty risk, high volatility, illiquidity risk
and credit risk), credit default swap transactions involve special risks because they are difficult to value, are highly susceptible to liquidity and credit risk, and generally pay a return to the party that has paid the premium only in the event of
an actual default by the issuer of the underlying obligation (as opposed to a credit downgrade or other indication of financial difficulty).</P></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">Credit default and total return swap agreements may effectively add leverage to the Trust&#146;s portfolio because, in
addition to its Managed Assets, the Trust would be subject to investment exposure on the notional amount of the swap. Total return swap agreements are subject to the risk that a counterparty will default on its payment obligations to the Trust
thereunder. The Trust is not required to enter into swap transactions for hedging purposes or to enhance income or gain and may choose not to do so. In addition, the swaps market is subject to a changing regulatory environment. It is possible that
regulatory or other developments in the swaps market could adversely affect the Trust&#146;s ability to successfully use swaps. See &#147;Risks&#151;Strategic Transactions and Derivatives Risk&#151;Swaps Risk.&#148;</P></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"><B><I>Risk Associated with Recent Market Events</I></B>. Stresses associated with the 2008 financial crisis in the United
States and global economies peaked approximately a decade ago, but periods of unusually high volatility in the financial markets and restrictive credit conditions, sometimes limited to a particular sector or a geography, continue to recur. Some
countries, including the United States, have adopted and/or are considering the adoption of more protectionist trade policies, a move away from the tighter financial industry regulations that followed the financial crisis, and/or substantially
reducing</P></TD></TR></TABLE>
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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">corporate taxes. The exact shape of these policies is still being considered, but the equity and debt markets may react
strongly to expectations of change, which could increase volatility, especially if the market&#146;s expectations are not borne out. A rise in protectionist trade policies, and the possibility of changes to some international trade agreements, could
affect the economies of many nations in ways that cannot necessarily be foreseen at the present time. In addition, geopolitical and other risks, including environmental and public health, may add to instability in world economies and markets
generally. Economies and financial markets throughout the world are becoming increasingly interconnected. As a result, whether or not the Trust invests in securities of issuers located in or with significant exposure to countries experiencing
economic, political and/or financial difficulties, the value and liquidity of the Trust&#146;s investments may be negatively affected by such events.</P></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">An outbreak of respiratory disease caused by a novel coronavirus was first detected in China in December 2019 and has now
developed into a global pandemic. This pandemic has resulted in closing borders, enhanced health screenings, healthcare service preparation and delivery, quarantines, cancellations, disruptions to supply chains and customer activity, as well as
general concern and uncertainty. The impact of this pandemic, and other pandemics and epidemics that may arise in the future, could affect the economies of many nations, individual companies and the markets in general in ways that cannot necessarily
be foreseen at the present time. In addition, the impact of infectious diseases in developing or emerging market countries may be greater due to less established health care systems. Health crises caused by the novel coronavirus pandemic may
exacerbate <FONT STYLE="white-space:nowrap">other&nbsp;pre-existing&nbsp;political,</FONT> social and economic risks in certain countries. The impact of the pandemic may last for an extended period of time.</P></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"><B><I>Market Disruption and Geopolitical Risk</I></B>. The occurrence of events similar to those in recent years, such as
the aftermath of the war in Iraq, instability in Afghanistan, Pakistan, Egypt, Libya, Syria, Russia, Ukraine and the Middle East, new and ongoing epidemics and pandemics of infectious diseases and other global health events, natural/environmental
disasters, terrorist attacks in the United States and around the world, social and political discord, debt crises (such as the Greek crisis), sovereign debt downgrades, increasingly strained relations between the United States and a number of
foreign countries, including traditional allies, such as certain European countries, and historical adversaries, such as North Korea, Iran, China and Russia, and the international community generally, new and continued political unrest in various
countries, such as Venezuela and Spain, the exit or potential exit of one or more countries from the European Union (the &#147;EU&#148;) or the European Monetary Union (the &#147;EMU&#148;), continued changes in the balance of political power among
and within the branches of the U.S. government, among others, may result in</P></TD></TR></TABLE>
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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">market volatility, may have long term effects on the U.S. and worldwide financial markets, and may cause further economic
uncertainties in the United States and worldwide.</P></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">China and the United States have each recently imposed tariffs on the other country&#146;s products. These actions may
trigger a significant reduction in international trade, the oversupply of certain manufactured goods, substantial price reductions of goods and possible failure of individual companies and/or large segments of China&#146;s export industry, which
could have a negative impact on the Trust&#146;s performance. U.S. companies that source material and goods from China and those that make large amounts of sales in China would be particularly vulnerable to an escalation of trade tensions.
Uncertainty regarding the outcome of the trade tensions and the potential for a trade war could cause the U.S. dollar to decline against safe haven currencies, such as the Japanese yen and the euro. Events such as these and their consequences are
difficult to predict and it is unclear whether further tariffs may be imposed or other escalating actions may be taken in the future.</P></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">The decision made in the British referendum of June&nbsp;23, 2016 to leave the EU, an event widely referred to as
&#147;Brexit,&#148; has led to volatility in the financial markets of the United Kingdom (&#147;UK&#148;) and more broadly across Europe and may also lead to weakening in consumer, corporate and financial confidence in such markets. Pursuant to an
agreement between the UK and the EU, the UK left the EU on January&nbsp;31, 2020. The UK and EU have reached an agreement effective January&nbsp;1, 2021 on the terms of their future trading relationship relating principally to the trading of goods;
however, negotiations are ongoing for matters not covered by the agreement, such as the trade of financial services. The longer term economic, legal, political and social framework to be put in place between the UK and the EU remains unclear at this
stage and ongoing political and economic uncertainty and periods of exacerbated volatility in both the UK and in wider European markets may continue for some time. In particular, the decision made in the British referendum may lead to a call for
similar referendums in other European jurisdictions which may cause increased economic volatility in the European and global markets. This uncertainty may have an adverse effect on the economy generally and on the ability of the Trust and its
investments to execute their respective strategies and to receive attractive returns. In particular, currency volatility may mean that the returns of the Trust and its investments are adversely affected by market movements and may make it more
difficult, or more expensive, if the Trust elects to execute currency hedges. Potential decline in the value of the British Pound and/or the Euro against other currencies, along with the potential downgrading of the UK&#146;s sovereign credit
rating, may also have an impact on the performance of portfolio companies or investments located in the UK or Europe. In light of the above, no</P></TD></TR></TABLE>
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<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">definitive assessment can currently be made regarding the impact that Brexit will have on the Trust, its investments or its
organization more generally.</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">The occurrence of any of
these above events could have a significant adverse impact on the value and risk profile of the Trust&#146;s portfolio. The Trust does not know how long the securities markets may be affected by similar events and cannot predict the effects of
similar events in the future on the U.S. economy and securities markets. There can be no assurance that similar events and other market disruptions will not have other material and adverse implications. See &#147;Risks&#151;Market Disruption and
Geopolitical Risk.&#148;</P></TD></TR>
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<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><I>Regulation and Government Intervention Risk.</I></B> The U.S. Government and the Federal Reserve, as well as certain
foreign governments, recently have taken unprecedented actions designed to support certain financial institutions and segments of the financial markets that experienced extreme volatility, such as implementing stimulus packages, providing liquidity
in fixed income, commercial paper and other markets and providing tax breaks, among other actions. The reduction or withdrawal of Federal Reserve or other U.S. or <FONT STYLE="white-space:nowrap">non-U.S.</FONT> governmental support could negatively
affect financial markets generally and reduce the value and liquidity of certain securities. Additionally, with the cessation of certain market support activities, the Trust may face a heightened level of interest rate risk as a result of a rise or
increased volatility in interest rates.</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: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">Federal, state, and other governments, their regulatory agencies or self-regulatory organizations may take actions that
affect the regulation of the issuers in which the Trust invests in ways that are unforeseeable. Legislation or regulation may also change the way in which the Trust is regulated. Such legislation or regulation could limit or preclude the
Trust&#146;s ability to achieve its investment objectives. See &#147;Risks&#151;Regulation and Government Intervention Risk.&#148;</P></TD></TR>
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<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
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<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><I>Legal, Tax and Regulatory Risks.</I></B> Legal, tax and regulatory changes could occur that may have material adverse
effects on the Trust. For example, the regulatory and tax environment for derivative instruments in which the Trust may participate is evolving, and such changes in the regulation or taxation of derivative instruments may have material adverse
effects on the value of derivative instruments held by the Trust and the ability of the Trust to pursue its investment strategies.</P></TD></TR>
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<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">To qualify for the favorable U.S. federal income tax treatment generally accorded to regulated investment companies
(&#147;RICs&#148;), the Trust must, among other things, derive in each taxable year at least 90% of its gross income from certain prescribed sources and distribute for each taxable year at least 90% of its &#147;investment company taxable
income&#148; (generally, ordinary income plus the excess, if any, of net</P></TD></TR></TABLE>
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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">short-term capital gain over net long-term capital loss). If for any taxable year the Trust does not qualify as a RIC, all
of its taxable income for that year (including its net capital gain) would be subject to tax at regular corporate rates without any deduction for distributions to shareholders, and such distributions would be taxable as ordinary dividends to the
extent of the Trust&#146;s current and accumulated earnings and profits.</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></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">The rules dealing with U.S. federal income taxation are constantly under review by persons involved in the legislative
process and by the Internal Revenue Service (the &#147;IRS&#148;) and the U.S. Treasury Department. Revisions in U.S. federal tax laws and interpretations of these laws could adversely affect the tax consequences of your investment. See
&#147;Risks&#151;Legal, Tax and Regulatory Risks.&#148;</P></TD></TR>
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<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
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<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><I>Potential Conflicts of Interest of the Advisor and Others</I></B>. The investment activities of BlackRock, Inc.
(&#147;BlackRock&#148;), the ultimate parent company of the Advisor, and its affiliates (including BlackRock and its subsidiaries (collectively, the &#147;Affiliates&#148;)) in the management of, or their interest in, their own accounts and other
accounts they manage, may present conflicts of interest that could disadvantage the Trust and its shareholders. BlackRock and its Affiliates provide investment management services to other funds and discretionary managed accounts that may follow
investment programs similar to that of the Trust. Subject to the requirements of the Investment Company Act, BlackRock and its Affiliates intend to engage in such activities and may receive compensation from third parties for their services. None of
BlackRock or its Affiliates are under any obligation to share any investment opportunity, idea or strategy with the Trust. As a result, BlackRock and its Affiliates may compete with the Trust for appropriate investment opportunities. The results of
the Trust&#146;s investment activities, therefore, may differ from those of an Affiliate or another account managed by an Affiliate and it is possible that the Trust could sustain losses during periods in which one or more Affiliates and other
accounts achieve profits on their trading for proprietary or other accounts. BlackRock has adopted policies and procedures designed to address potential conflicts of interest. For additional information about potential conflicts of interest and the
way in which BlackRock addresses such conflicts, please see &#147;Conflicts of Interest&#148; and &#147;Management of the Trust&#151;Portfolio Management&#151;Potential Material Conflicts of Interest&#148; in the SAI.</P></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"><B><I>Portfolio Turnover Risk</I></B><I>.</I> The Trust&#146;s annual portfolio turnover rate may vary greatly from year to
year, as well as within a given year. Portfolio turnover rate is not considered a limiting factor in the execution of investment decisions for the Trust. A higher portfolio turnover rate results in correspondingly greater brokerage commissions and
other transactional expenses that are borne by the Trust. High portfolio turnover may result in an increased realization of net short-term capital gains by the Trust which, when distributed
to</P></TD></TR></TABLE>
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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">common shareholders, will be taxable as ordinary income. Additionally, in a declining market, portfolio turnover may create
realized capital losses.</P></TD></TR>
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<TD HEIGHT="16" COLSPAN="2"></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"><B><I>Anti-Takeover Provisions Risk</I></B>. The Trust&#146;s Agreement and Declaration of Trust and Bylaws include
provisions that could limit the ability of other entities or persons to acquire control of the Trust or convert the Trust to <FONT STYLE="white-space:nowrap">open-end</FONT> status or to change the composition of the Board. Such provisions could
limit the ability of shareholders to sell their shares at a premium over prevailing market prices by discouraging a third party from seeking to obtain control of the Trust. See &#147;Certain Provisions in the Agreement and Declaration of Trust and
Bylaws.&#148;</P></TD></TR>
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<TD HEIGHT="16" COLSPAN="2"></TD></TR>
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<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><I>Additional Risks</I></B>. For additional risks relating to investments in the Trust, including &#147;Frontier Markets
Risk,&#148; &#147;Repurchase Agreements Risk,&#148; &#147;Reverse Repurchase Agreements Risk,&#148; &#147;Dollar Roll Transactions Risk,&#148; &#147;When-Issued, Forward Commitment and Delayed Delivery Transactions Risk,&#148; &#147;Event
Risk,&#148; &#147;Defensive Investing Risk,&#148; &#147;Investment Companies and ETFs Risk,&#148; &#147;Securities Lending Risk,&#148; &#147;Inflation Risk,&#148; &#147;Deflation Risk,&#148; &#147;EMU and Redenomination Risk,&#148; &#147;Regulation
as a &#145;Commodity Pool&#146;,&#148; &#147;Failures of Futures Commission Merchants and Clearing Organizations Risk,&#148; &#147;Investment Company Act Regulations,&#148; &#147;Legislation Risk,&#148; &#147;Decision-Making Authority Risk,&#148;
&#147;Management Risk,&#148; &#147;Market and Selection Risk,&#148; &#147;Reliance on the Advisor Risk,&#148; &#147;Reliance on Service Providers Risk,&#148; &#147;Information Technology Systems Risk,&#148; &#147;Cyber Security Risk,&#148; and
&#147;Misconduct of Employees and of Service Providers Risk,&#148; please see &#147;Risks&#148; beginning on page 54 of this prospectus.</P></TD></TR>
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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="toc93447_2"></A>SUMMARY OF TRUST EXPENSES </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The following table shows estimated Trust expenses as a percentage of net assets attributable to common shares. The purpose of
the following table and the example below is to help you understand all fees and expenses that you, as a holder of common shares, would bear directly or indirectly. The expenses shown in the table under &#147;Estimated Annual Expenses&#148; are
based on estimated amounts for the Trust&#146;s first full year of operations and assume that the Trust issues 25,000,000 common shares (representing an aggregate public offering price of $500,000,000). The Trust currently does not intend to borrow
money or issue debt securities or preferred shares. See &#147;Management of the Trust&#148; and &#147;Dividend Reinvestment Plan.&#148; The following table should not be considered a representation of our future expenses. Actual expenses may be
greater or less than shown, and all other things being equal, will increase as a percentage of net assets attributable to common shares if the Trust issues fewer than 25,000,000 common shares. Except where the context suggests otherwise, whenever
this prospectus contains a reference to fees or expenses paid by &#147;you&#148; or &#147;us&#148; or that &#147;we&#148; will pay fees or expenses, shareholders will indirectly bear such fees or expenses as investors in the Trust. </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="92%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


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<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"><B>Shareholder Transaction Expenses</B></P></TD>
<TD VALIGN="bottom">&nbsp;&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:3.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Sales load paid by you (as a percentage of offering price)<SUP
STYLE="font-size:85%; vertical-align:top">(1)</SUP></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"> <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 Trust (as a percentage of offering price)<SUP
STYLE="font-size:85%; vertical-align:top">(2)</SUP></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:3.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Dividend reinvestment plan fees</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;<BR></TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="white-space:nowrap">$.02&nbsp;per&nbsp;share&nbsp;for&nbsp;open-market</FONT><BR>purchases&nbsp;of&nbsp;common&nbsp;shares<SUP STYLE="font-size:85%; vertical-align:top">(3)</SUP></TD>
<TD NOWRAP VALIGN="bottom">&nbsp;<BR>&nbsp;</TD></TR>
</TABLE> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="87%"></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:8pt">
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" COLSPAN="2" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"><B>Percentage<BR>of&nbsp;net<BR>assets<BR>attributable<BR>to&nbsp;common<BR>shares</B></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"><B>Estimated Annual Expenses</B></P></TD>
<TD VALIGN="bottom">&nbsp;&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: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">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">1.25%</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:3.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Other expenses</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">0.10%</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: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: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 annual expenses</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">1.35%</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></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:8pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%" VALIGN="top" ALIGN="left">(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">The Advisor (and not the Trust) has agreed to pay, from its own assets, compensation of $0.52 per common
share to the Underwriters in connection with this offering. The Trust is not obligated to repay such compensation paid by the Advisor. </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">(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">The Advisor has agreed to pay all organizational expenses of the Trust and all offering costs associated with
this offering. The Trust is not obligated to repay any such organizational expenses or offering costs paid by the Advisor. </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">(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">The Reinvestment Plan Agent&#146;s (as defined below under &#147;Dividend Reinvestment Plan&#148;) fees for
the handling of the reinvestment of dividends will be paid by the Trust. However, you will pay a $0.02 per share fee incurred in connection with open-market purchases, which will be deducted from the value of the dividend. You will also be charged a
$2.50 sales fee and a $0.15 per share fee if you direct the Reinvestment Plan Agent to sell your common shares held in a dividend reinvestment account. Per share fees include any applicable brokerage commissions the Reinvestment Plan Agent is
required to pay. </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">(4)</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 Trust and the Advisor have entered into a fee waiver agreement (the &#147;Fee Waiver Agreement&#148;),
pursuant to which the Advisor has contractually agreed to waive the management fee with respect to any portion of the Trust&#146;s assets attributable to investments in any equity and fixed-income mutual funds and exchange-traded funds managed by
the Advisor or its affiliates that have a contractual fee, through June&nbsp;30, 2023. In addition, pursuant to the Fee Waiver Agreement, the Advisor has contractually agreed to waive its management fees by the amount of investment advisory fees the
Trust pays to the Advisor indirectly through its investment in money market funds managed by the Advisor or its affiliates, through June&nbsp;30, 2023. Fees waived by the Advisor pursuant to the Fee Waiver Agreement for the Trust&#146;s first year
of operations are expected to amount to less than .01% of the Trust&#146;s net assets attributable to common shares. The Fee Waiver Agreement may be terminated at any time, without the payment of any penalty, only by the Trust (upon the vote of a
majority of the Trustees who are not &#147;interested persons&#148; (as defined in the Investment Company Act) of the Trust (the &#147;Independent Trustees&#148;) or a majority of the outstanding voting securities of the Trust), upon 90 days&#146;
written notice by the Trust to the Advisor. </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">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; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The following example illustrates the expenses that you would pay on a $1,000
investment in common shares, assuming (i)&nbsp;total net annual expenses of 1.35% of net assets attributable to common shares, and (ii)&nbsp;a 5% annual return: </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="92%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:8pt" ALIGN="center">


<TR>

<TD WIDTH="67%"></TD>

<TD VALIGN="bottom" WIDTH="6%"></TD>
<TD></TD>
<TD></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="6%"></TD>
<TD></TD>
<TD></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="6%"></TD>
<TD></TD>
<TD></TD>
<TD></TD>

<TD VALIGN="bottom" WIDTH="6%"></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">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" COLSPAN="2" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"><B>1&nbsp;Year</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" COLSPAN="2" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"><B>3&nbsp;Years</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" COLSPAN="2" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"><B>5&nbsp;Years</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" COLSPAN="2" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"><B>10&nbsp;Years</B></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">Total expenses incurred</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">$</TD>
<TD VALIGN="bottom" ALIGN="right">14</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">$</TD>
<TD VALIGN="bottom" ALIGN="right">43</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">$</TD>
<TD VALIGN="bottom" ALIGN="right">74</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">$</TD>
<TD VALIGN="bottom" ALIGN="right">162</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B>The example should not be considered a representation of future expenses. The example
assumes that the estimated &#147;Other expenses&#148; set forth in the Estimated Annual Expenses table are accurate and that all dividends and distributions are reinvested at NAV. Actual expenses may be greater or less than those assumed. Moreover,
the Trust&#146;s actual rate of return may be greater or less than the hypothetical 5% return shown in the example. </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">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:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="toc93447_3"></A>THE TRUST </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Trust is a newly organized, <FONT STYLE="white-space:nowrap">non-diversified,</FONT>
<FONT STYLE="white-space:nowrap">closed-end</FONT> management investment company registered under the Investment Company Act. The Trust was organized as a Maryland statutory trust on December&nbsp;9, 2020, pursuant to a Certificate of Trust,
governed by the laws of the State of Maryland. The Trust has no operating history. The Trust&#146;s principal office is located at 100 Bellevue Parkway, Wilmington, Delaware 19809, and its telephone number is (800)
<FONT STYLE="white-space:nowrap">882-0052.</FONT> </P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="toc93447_4"></A>USE OF PROCEEDS </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The net proceeds of the offering of common shares will be approximately
$&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; ($&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; if the Underwriters exercise the over-allotment
option in full). The Advisor has agreed to pay all of the Trust&#146;s organizational expenses and all offering costs associated with this offering, which amount to a total of
$&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;. The Trust is not obligated to repay any such organizational expenses or offering costs paid by the Advisor. The Trust will invest the net proceeds of
the offering in accordance with the Trust&#146;s investment objectives and policies as stated below. We currently anticipate that we will be able to invest all of the net proceeds in accordance with our investment objectives and policies within
approximately three months after the completion of this offering. Pending such investment, it is anticipated that the proceeds will be invested in short-term investment grade debt securities. </P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="toc93447_5"></A>THE TRUST&#146;S INVESTMENTS </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Investment Objectives and Policies </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I>Investment Objectives</I></B>. The Trust&#146;s investment objectives are to provide total return and income through a
combination of current income, current gains and long-term capital appreciation. The Trust is not intended as, and you should not construe it to be, a complete investment program. There can be no assurance that the Trust&#146;s investment objectives
will be achieved or that the Trust&#146;s investment program will be successful. The Trust&#146;s investment objectives may be changed by the Board without prior shareholder approval. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I>Investment Strategy</I></B>. In selecting investments for the Trust, the Advisor focuses on equity securities of <FONT
STYLE="white-space:nowrap">mid-</FONT> and small-capitalization growth companies that are &#147;innovative.&#148; These are companies that have introduced, or are seeking to introduce, a new product or service that potentially changes the
marketplace. In evaluating innovative companies, the Advisor seeks to identify, using its own internal research and analysis, companies capitalizing on innovation or that are enabling the further development of the theme of innovation in the markets
in which they operate. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Among other things, common criteria for innovative companies across industries may include
developing new products, selling in new markets or channels, applying a new or superior technology to legacy industries, refining existing processes for efficiency, changing or pivoting business model, or creating tools that empower new
breakthroughs. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In addition, the Trust seeks to invest in companies where, in the opinion of the Advisor, free cash flow
is likely to grow for a sustained period. Factors considered in the Advisor&#146;s analysis of a company may include 1) a large and underpenetrated addressable market, 2) a technology or service model that creates recurring demand for product, and
3) a competitive landscape that allows for stable or expanding margins. The Advisor&#146;s outlook for a company based upon these and other factors is then compared to the outlook of the company implied in the current share price of the company. The
Advisor looks to invest in companies where its view of future cash flows is more favorable than that which it believes is reflected by the current price. </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; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Advisor will identify trends that have ramifications for individual companies
or entire industries. Risk/reward analysis is a key component of both <FONT STYLE="white-space:nowrap">top-down</FONT> and <FONT STYLE="white-space:nowrap">bottom-up</FONT> analysis. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><FONT STYLE="white-space:nowrap">Bottom-up</FONT> security selection is focused on identifying innovative companies with the
most attractive growth characteristics. The Advisor seeks to identify companies with strong product potential, solid earnings growth and/or earnings power which are under appreciated by investors, a quality management team and compelling relative
and absolute valuation. The Advisor believes that the knowledge and experience of its investment team enables it to identify attractive innovative companies. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Trust intends to utilize option strategies that consist of writing (selling) call options on a portion of the common
stocks in its portfolio, as well as other option strategies such as writing other calls and puts or using options to manage risk. The portfolio management team will work closely to determine which option strategies to pursue to seek to generate
current gains from options premiums and to enhance the Trust&#146;s risk-adjusted returns. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I>Investment
Policies</I></B>. The Trust will invest primarily in equity securities issued by <FONT STYLE="white-space:nowrap">mid-</FONT> and small-capitalization companies that the Advisor believes have above-average earnings growth potential. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Equity securities include common stocks, preferred stocks, convertible securities, warrants and depositary receipts, though
the Trust seeks to buy primarily common stock. Although universal definitions of <FONT STYLE="white-space:nowrap">mid-capitalization</FONT> companies and small-capitalization companies do not exist, the Trust generally defines <FONT
STYLE="white-space:nowrap">mid-capitalization</FONT> and small-capitalization companies as those companies with market capitalizations, at the time of the Trust&#146;s investment, comparable in size to the companies in the Russell 2500<SUP
STYLE="font-size:85%; vertical-align:top">&#153;</SUP> Growth Index (between $11.8&nbsp;million and $20.92&nbsp;billion as of December&nbsp;31, 2020). In the future, the Trust may define <FONT STYLE="white-space:nowrap">mid-</FONT> and <FONT
STYLE="white-space:nowrap">small-capitalization</FONT> companies using a different index or classification system. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The
Trust may invest in shares of companies through IPOs. The Trust may also invest, without limit, in privately placed or restricted securities (including in Rule 144A securities, which are privately placed securities purchased by qualified
institutional buyers), illiquid securities and securities in which no secondary market is readily available, including those of private companies. Issuers of these securities may not have a class of securities registered, and may not be subject to
periodic reporting, pursuant to the Exchange Act. Under normal market conditions, the Trust currently intends to invest up to 25% of its total assets, measured at the time of investment, in such securities. The Trust expects certain of such
investments to be in &#147;late-stage private securities,&#148; which are securities of private companies that have demonstrated sustainable business operations and generally have a well-known product or service with a strong market presence.
Late-stage private companies have generally had large cash flows from their core business operations and are expanding into new markets with their products or services. Late-stage private companies may also be referred to as <FONT
STYLE="white-space:nowrap">&#147;pre-IPO</FONT> companies.&#148; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Trust may invest up to 25% of its assets in
securities of foreign companies, including companies located in emerging markets. Foreign securities in which the Trust may invest may be U.S. dollar-denominated or <FONT STYLE="white-space:nowrap">non-U.S.</FONT> dollar-denominated. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Trust may also invest in securities of other open- or <FONT STYLE="white-space:nowrap">closed-end</FONT> investment
companies, including ETFs and BDCs, subject to applicable regulatory limits, that invest primarily in securities of the types in which the Trust may invest directly. The Trust classifies its investments in such investment companies as &#147;equity
securities&#148; for purposes of its investment policies based upon such investment companies&#146; stated investment objectives, policies and restrictions. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">As part of its investment strategy, the Trust intends to employ a strategy of writing (selling) covered call options on a
portion of the common stocks in its portfolio, writing (selling) other call and put options on individual common stocks, including uncovered call and put options, and, to a lesser extent, writing (selling) covered and uncovered call and put index
options. This options writing strategy is intended to generate current gains from options premiums and to enhance the Trust&#146;s risk-adjusted returns. A substantial portion of the options written by the Trust may be OTC options. </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; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Trust may also engage in Strategic Transactions for duration management and
other risk management purposes, including to attempt to protect against possible changes in the market value of the Trust&#146;s portfolio resulting from trends in the securities markets and changes in interest rates or to protect the Trust&#146;s
unrealized gains in the value of its portfolio securities, to facilitate the sale of portfolio securities for investment purposes, to establish a position in the securities markets as a temporary substitute for purchasing particular securities or to
enhance income or gain. See &#147;&#151;Portfolio Contents and Techniques&#151;Strategic Transactions and Other Management Techniques.&#148; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">During temporary defensive periods (i.e., in response to adverse market, economic or political conditions), the Trust may
invest up to 100% of its total assets in liquid, short-term investments, including high quality, short-term securities. The Trust may not achieve its investment objectives under these circumstances. See &#147;Investment Policies and
Techniques&#151;Cash Equivalents and Short-Term Debt Securities&#148; in the SAI. The Advisor&#146;s determination that it is temporarily unable to follow the Trust&#146;s investment strategy or that it is impractical to do so will generally occur
only in situations in which a market disruption event has occurred and where trading in the securities selected through application of the Trust&#146;s investment strategy is extremely limited or absent. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Trust may lend securities with a value of up to 33 1/3% of its total assets (including such loans) to financial
institutions that provide cash or securities issued or guaranteed by the U.S. Government as collateral. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Trust may
engage in active and frequent trading of portfolio securities to achieve its investment objectives. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Unless otherwise
stated herein or in the SAI, the Trust&#146;s investment policies are <FONT STYLE="white-space:nowrap">non-fundamental</FONT> policies and may be changed by the Board without prior shareholder approval. The percentage limitations applicable to the
Trust&#146;s portfolio described in this prospectus apply only at the time of initial investment and the Trust will not be required to sell investments due to subsequent changes in the value of investments that it owns. The Trust&#146;s investment
objectives may be changed by the Board without prior shareholder approval. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Portfolio Contents and Techniques </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Trust&#146;s portfolio will be composed principally of the following investments. Additional information with respect to
the Trust&#146;s investment policies and restrictions and certain of the Trust&#146;s portfolio investments is contained in the SAI. There is no guarantee the Trust will buy all of the types of securities or use all of the investment techniques that
are described herein and in the SAI. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I>Equity Securities</I></B>. The Trust invests in equity securities, including
common stocks, preferred stocks, convertible securities, warrants and rights and depositary receipts. Common stock represents an equity ownership interest in a company. The Trust may hold or have exposure to common stocks of issuers of any size,
including middle and small capitalization stocks. Because the Trust will ordinarily have exposure to common stocks, historical trends would indicate that the Trust&#146;s portfolio and investment returns will be subject at times, and over time, to
higher levels of volatility and market and issuer-specific risk than if it invested exclusively in debt securities. The Trust intends to also employ a strategy, as described below, of writing call and put options on common stocks. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I>Options</I></B>. An option on a security is a contract that gives the holder of the option, in return for a premium, the
right to buy from (in the case of a call) or sell to (in the case of a put) the writer of the option the security underlying the option at a specified exercise or &#147;strike&#148; price. The writer of an option on a security has the obligation
upon exercise of the option to deliver the underlying security upon payment of the exercise price or to pay the exercise price upon delivery of the underlying security. Certain options, known as &#147;American style&#148; options may be exercised at
any time during the term of the option. Other options, known as &#147;European style&#148; options, may be exercised only on the expiration date of the option. As the writer of an option, the Trust would effectively add leverage to its portfolio
because, in addition to its Managed Assets, the Trust would be subject to investment exposure on the value of the assets underlying the 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">40 </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; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">If an option written by the Trust expires unexercised, the Trust realizes on the
expiration date a capital gain equal to the premium received by the Trust at the time the option was written. If an option purchased by the Trust expires unexercised, the Trust realizes a capital loss equal to the premium paid. Prior to the earlier
of exercise or expiration, an exchange-traded option may be closed out by an offsetting purchase or sale of an option of the same series (type, underlying security, exercise price and expiration). There can be no assurance, however, that a closing
purchase or sale transaction can be effected when the Trust desires. The Trust may sell call or put options it has previously purchased, which could result in a net gain or loss depending on whether the amount realized on the sale is more or less
than the premium and other transaction costs paid on the call or put option when purchased. The Trust will realize a capital gain from a closing purchase transaction if the cost of the closing transaction is less than the premium received from
writing the option, or, if it is more, the Trust will realize a capital loss. If the premium received from a closing sale transaction is more than the premium paid to purchase the option, the Trust will realize a capital gain or, if it is less, the
Trust will realize a capital loss. Net gains from the Trust&#146;s options strategy will be short-term capital gains which, for U.S. federal income tax purposes, will constitute net investment company taxable income. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><I>Call Options</I>. The Trust intends to follow a call options writing strategy intended to generate current gains from
options premiums and to enhance the Trust&#146;s risk-adjusted returns. The strategy involves writing both covered and other call options. A call option written by the Trust on a security is considered a covered call option where the Trust owns the
security underlying the call option. Unlike a written covered call option, other written options will not provide the Trust with any potential appreciation on an underlying security to offset any loss the Trust may experience if the option is
exercised. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">As the Trust writes covered call options on its portfolio, it may not be able to benefit from capital
appreciation on the underlying securities, as <I>the Trust will lose its ability to benefit from such capital appreciation to the extent that it writes covered call options and the securities on which it writes these options appreciate above the
exercise price of the option</I>. Therefore, over time, the Advisor may choose to decrease its use of a covered call options writing strategy to the extent that it may negatively impact the Trust&#146;s ability to benefit from capital appreciation.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">For any written call option where the Trust does not own the underlying security, the Trust may have an absolute and
immediate right to acquire that security upon conversion or exchange of other securities held by the Trust without additional cash consideration (or, if additional cash consideration is required, cash or liquid securities in such amount are
segregated on the Trust&#146;s books) or the Trust may hold a call on the same security where the exercise price of the call held is (i)&nbsp;equal to or less than the exercise price of the call written, or (ii)&nbsp;greater than the exercise price
of the call written, provided cash or liquid securities in an amount equal to the difference is segregated on the Trust&#146;s books. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The standard contract size for a single option is 100 shares of the common stock. There are four items needed to identify any
option: (1)&nbsp;the underlying security, (2)&nbsp;the expiration month, (3)&nbsp;the strike price and (4)&nbsp;the type (call or put). For example, ten XYZ Co. October 40 call options provide the right to purchase 1,000 shares of XYZ Co. on or
before a specified date in October at $40.00 per share. A call option whose strike price is above the current price of the underlying stock is called
<FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">&#147;out-of-the-money.&#148;</FONT></FONT></FONT> Most of the options that will be sold by the Trust are expected to be <FONT
STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">out-of-the-money,</FONT></FONT></FONT> allowing for potential appreciation in addition to the proceeds from the sale of the option. An option whose strike
price is below the current price of the underlying stock is called <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">&#147;in-the-money&#148;</FONT></FONT> and could be sold by the Trust as a defensive measure to protect against a
possible decline in the underlying stock. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The following is a conceptual example of a covered call transaction, making the
following assumptions: (1)&nbsp;a common stock currently trading at $37.15 per share; (2)&nbsp;a <FONT STYLE="white-space:nowrap">six-month</FONT> call option is written with a strike price of $40.00 (i.e., 7.7% higher than the current market
price); and (3)&nbsp;the writer receives $2.45 (or 6.6%) of the common stock&#146;s value as a premium. This example is not meant to represent the performance of any actual common stock, option contract or the Trust itself and does not reflect any
transaction costs of entering into or </P>
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closing out the option position. Under this scenario, before giving effect to any change in the price of the stock, the covered call writer receives the premium, representing 6.6% of the common
stock&#146;s value, regardless of the stock&#146;s performance over the <FONT STYLE="white-space:nowrap">six-month</FONT> period until option expiration. If the stock remains unchanged, the option will expire and there would be a 6.6% return for the
<FONT STYLE="white-space:nowrap">six-month</FONT> period. If the stock were to decline in price by 6.6%, the strategy would &#147;break-even&#148; thus offering no gain or loss. See &#147;Tax Matters&#151;Taxation of the Trust&#151;The Trust&#146;s
Investments.&#148; If the stock were to climb to a price of $40.00 or above, the option would be exercised and the stock would return 7.7% coupled with the option premium of 6.6% for a total return of 14.3%. Under this scenario, the investor would
not benefit from any appreciation of the stock above $40.00, and thus be limited to a 14.3% total return. The premium from writing the covered call option serves to offset some of the unrealized loss on the stock in the event that the price of the
stock declines, but if the stock were to decline more than 6.6% under this scenario, the investor does not have protection from further declines and the stock could eventually become worthless. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">For conventional listed call options, the option&#146;s expiration date can be up to nine months from the date the call
options are first listed for trading. Longer-term call options can have expiration dates up to three years from the date of listing. It is anticipated that, under certain circumstances when deemed at the Advisor&#146;s discretion to be in the best
interest of the Trust, options that are written against Trust stock holdings will be repurchased in a closing transaction prior to the option&#146;s expiration date, generating a gain or loss in the options. If the options were not to be
repurchased, the option holder would exercise their rights and buy the stock from the Trust at the strike price if the stock traded at a higher price than the strike price. In general, when deemed at the Advisor&#146;s discretion to be in the best
interests of the Trust, the Trust may enter into transactions, including closing transactions, that would allow it to continue to hold its common stocks rather than allowing them to be called away by the option holders. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><I>Put Options</I>. Put options are contracts that give the holder of the option, in return for a premium, the right to sell
to the writer of the option the security underlying the option at a specified exercise price at any time during the term of the option. Put option strategies may produce a higher return than covered call writing, but may involve a higher degree of
risk and potential volatility. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">When writing a put option on a security, the Trust will segregate on its books cash or
liquid securities in an amount equal to the option exercise price or the Trust may hold a put option on the same security as the put written where the exercise price of the put held is (i)&nbsp;equal to or greater than the exercise price of the put
written, or (ii)&nbsp;less than the exercise price of the put written, provided an amount equal to the difference in cash or liquid securities is segregated on the Trust&#146;s books. Unlike a covered call option, a put option written in this manner
will not provide the Trust with any appreciation to offset any loss the Trust experiences if the put option is exercised. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The following is a conceptual example of a put transaction, making the following assumptions: (1)&nbsp;a common stock
currently trading at $37.15 per share; (2)&nbsp;a <FONT STYLE="white-space:nowrap">six-month</FONT> put option written with a strike price of $35.00 (i.e., 94.21% of the current market price); and (3)&nbsp;the writer receives $1.10 or 2.96% of the
common stock&#146;s value as a premium. This example is not meant to represent the performance of any actual common stock, option contract or the Trust itself and does not reflect any transaction costs of entering into or closing out the option
position. Under this scenario, before giving effect to any change in the price of the stock, the put writer receives the premium, representing 2.96% of the common stock&#146;s value, regardless of the stock&#146;s performance over the <FONT
STYLE="white-space:nowrap">six-month</FONT> period until the option expires. If the stock remains unchanged, appreciates in value or declines less than 5.79% in value, the option will expire and there would be a 2.96% return for the <FONT
STYLE="white-space:nowrap">six-month</FONT> period. If the stock were to decline by 5.79% or more, the Trust would lose an amount equal to the amount by which the stock&#146;s price declined minus the premium paid to the Trust. The stock&#146;s
price could lose its entire value, in which case the Trust would lose $33.90 ($35.00 minus $1.10). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><I>Options on
Indices</I>. The Trust may write index call and put options. Because &#147;index options&#148; includes both options on indices of securities and sectors of securities, all types of index options generally have similar
</P>
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characteristics. Index options differ from options on individual securities because (i)&nbsp;the exercise of an index option requires cash payments and does not involve the actual purchase or
sale of securities, (ii)&nbsp;the holder of an index option has the right to receive cash upon exercise of the option if the level of the index upon which the option is based is greater, in the case of a call, or less, in the case of a put, than the
exercise price of the option and (iii)&nbsp;index options reflect price fluctuations in a group of securities or segments of the securities market rather than price fluctuations in a single security. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">As the writer of an index call or put option, the Trust receives cash (the premium) from the purchaser. The purchaser of an
index call option has the right to any appreciation in the value of the index over a fixed price (the exercise price) on or before a certain date in the future (the expiration date). The purchaser of an index put option has the right to any
depreciation in the value of the index below a fixed price (the exercise price) on or before a certain date in the future (the expiration date). The Trust, in effect, agrees to sell the potential appreciation (in the case of a call) or accept the
potential depreciation (in the case of a put) in the value of the relevant index in exchange for the premium. If, at or before expiration, the purchaser exercises the call or put option written by the Trust, the Trust will pay the purchaser the
difference between the cash value of the index and the exercise price of the index option. The premium, the exercise price and the market value of the index determine the gain or loss realized by the Trust as the writer of the index call or put
option. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Trust may execute a closing purchase transaction with respect to an index option it has sold and write
another option (with either a different exercise price or expiration date or both). The Trust&#146;s objective in entering into such a closing transaction will be to optimize net index option premiums. The cost of a closing transaction may reduce
the net index option premiums realized from writing the index option. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">When writing an index put option, the Trust will
segregate on its books cash or liquid securities in an amount equal to the exercise price, or the Trust may hold a put on the same basket of securities as the put written where the exercise price of the put held is (i)&nbsp;equal to or more than the
exercise price of the put written, or (ii)&nbsp;less than the exercise price of the put written, provided an amount equal to the difference in cash or liquid securities is segregated on the Trust&#146;s books. When writing an index call option, the
Trust will segregate on its books cash or liquid securities in an amount equal to the excess of the value of the applicable basket of securities over the exercise price, or the Trust may hold a call on the same basket of securities as the call
written where the exercise price of the call held is (i)&nbsp;equal to or less than the exercise price of the call written, or (ii)&nbsp;greater than the exercise price of the call written, provided an amount equal to the difference in cash or
liquid securities is segregated on the Trust&#146;s books. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><I>Limitation on Options Writing Strategy</I>. The Trust may
write put and call options, the notional amount of which would be approximately 10% to 40% of the Trust&#146;s total assets, although this percentage may vary from time to time with market conditions. Under current market conditions, the Trust
anticipates initially writing put and call options, the notional amount of which would be approximately 25% of the Trust&#146;s total assets. The Trust generally writes options that are &#147;out of the money&#148; &#151; in other words, the strike
price of a written call option will be greater than the market price of the underlying security on the date that the option is written, or, for a written put option, less than the market price of the underlying security on the date that the option
is written; however, the Trust may also write &#147;in the money&#148; options for defensive or other purposes. The number of put and call options on securities the Trust can write is limited by the total assets the Trust holds, and further limited
by the fact that all options represent 100 share lots of the underlying common stock. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Trust&#146;s exchange-listed
option transactions will be subject to limitations established by each of the exchanges, boards of trade or other trading facilities on which such options are traded. These limitations govern the maximum number of options in each class which may be
written or purchased by a single investor or group of investors acting in concert, regardless of whether the options are written or purchased on the same or different exchanges, boards of trade or other trading facilities or are held or written in
one or more accounts or through one or more brokers. Thus, the number of options which the Trust may write or purchase may be affected by </P>
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options written or purchased by other investment advisory clients of the Advisor. An exchange, board of trade or other trading facility may order the liquidation of positions found to be in
excess of these limits, and it may impose certain other sanctions. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I>Preferred Securities</I></B>. The Trust may
invest in preferred stock. Preferred stock generally pays fixed or adjustable rate dividends to investors and generally has a &#147;preference&#148; over common stock in the payment of dividends and the liquidation of a company&#146;s assets. This
means that a company must pay dividends on preferred stock before paying any dividends on its common stock. In order to be payable, distributions on such preferred securities must be declared by the issuer&#146;s board of directors. Income payments
on typical preferred securities currently outstanding are cumulative, causing dividends and distributions to accumulate even if not declared by the board of directors or otherwise made payable. In such a case all accumulated dividends must be paid
before any dividend on the common stock can be paid. However, some preferred stocks are <FONT STYLE="white-space:nowrap">non-cumulative,</FONT> in which case dividends do not accumulate and need not ever be paid. A portion of the portfolio may
include investments in <FONT STYLE="white-space:nowrap">non-cumulative</FONT> preferred securities, whereby the issuer does not have an obligation to make up any arrearages to its shareholders. Should an issuer of a
<FONT STYLE="white-space:nowrap">non-cumulative</FONT> preferred stock held by the Trust determine not to pay dividends on such stock, the amount of dividends the Trust pays may be adversely affected. There is no assurance that dividends or
distributions on the preferred securities in which the Trust invests will be declared or otherwise made payable. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Preferred stockholders usually have no right to vote for corporate directors or on other matters. Shares of preferred stock
have a liquidation value that generally equals the original purchase price at the date of issuance. The market value of preferred securities may be affected by favorable and unfavorable changes impacting companies in the utilities and financial
services sectors, which are prominent issuers of preferred securities, and by actual and anticipated changes in tax laws, such as changes in corporate income tax rates or the &#147;Dividends Received Deduction.&#148; Because the claim on an
issuer&#146;s earnings represented by preferred securities may become onerous when interest rates fall below the rate payable on such securities, the issuer may redeem the securities. Thus, in declining interest rate environments in particular, the
Trust&#146;s holdings, if any, of higher rate-paying fixed rate preferred securities may be reduced and the Trust may be unable to acquire securities of comparable credit quality paying comparable rates with the redemption proceeds. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I>Convertible Securities</I></B><I>. </I>A convertible security is a bond, debenture, note, preferred stock or other
security that may be converted into or exchanged for a prescribed amount of common stock or other equity security of the same or a different issuer within a particular period of time at a specified price or formula. A convertible security entitles
the holder to receive interest paid or accrued on debt or the dividend paid on preferred stock until the convertible security matures or is redeemed, converted or exchanged. Before conversion, convertible securities have characteristics similar to
nonconvertible income securities in that they ordinarily provide a stable stream of income with generally higher yields than those of common stocks of the same or similar issuers, but lower yields than comparable nonconvertible securities. The value
of a convertible security is influenced by changes in interest rates, with investment value declining as interest rates increase and increasing as interest rates decline. The credit standing of the issuer and other factors also may have an effect on
the convertible security&#146;s investment value. Convertible securities rank senior to common stock in a corporation&#146;s capital structure but are usually subordinated to comparable nonconvertible securities. Convertible securities may be
subject to redemption at the option of the issuer at a price established in the convertible security&#146;s governing instrument. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">A &#147;synthetic&#148; or &#147;manufactured&#148; convertible security may be created by the Trust or by a third party by
combining separate securities that possess the two principal characteristics of a traditional convertible security: an income producing component and a convertible component. 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 investing in securities or instruments such as warrants or options
to buy common stock at a certain exercise price, or options on a stock index. Unlike a traditional convertible security, which is a single security having a single market value, a synthetic convertible comprises two or more separate securities, each
with its own market value. Because the &#147;market value&#148; of a synthetic </P>
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convertible security is the sum of the values of its income-producing component and its convertible component, the value of a synthetic convertible security may respond differently to market
fluctuations than a traditional convertible security. The Trust also may purchase synthetic convertible securities created by other parties, including convertible structured notes. Convertible structured notes are income-producing debentures linked
to equity. Convertible structured notes have the attributes of a convertible security; however, the issuer of the convertible note (typically an investment bank), rather than the issuer of the underlying common stock into which the note is
convertible, assumes credit risk associated with the underlying investment and the Trust in turn assumes credit risk associated with the issuer of the convertible note. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I>Warrants and Rights</I></B>.<B> </B>Warrants and rights are instruments issued by corporations enabling the owners to
subscribe to and purchase a specified number of shares of the corporation at a specified price during a specified period of time. Warrants and rights normally have a short life span to expiration. The purchase of warrants or rights involves the risk
that the Trust could lose the purchase value of a warrant or right if the right to subscribe to additional shares is not exercised prior to the warrants&#146; and rights&#146; expiration. Also, the purchase of warrants and/or rights involves the
risk that the effective price paid for the warrant and/or right added to the subscription price of the related security may exceed the subscribed security&#146;s market price such as when there is no movement in the level of the underlying
security.<B> </B>Buying a warrant or right does not make the Trust a shareholder of the underlying stock. The warrant or right holder has no voting or dividend rights with respect to the underlying stock. A warrant or right does not carry any right
to assets of the issuer, and for this reason investments in warrants and rights may be more speculative than other equity-based investments. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I>Depositary Receipts</I></B>. The Trust may invest in sponsored and unsponsored ADRs, EDRs, GDRs and other similar global
instruments. ADRs typically are issued by a U.S. bank or trust company and evidence ownership of underlying securities issued by a <FONT STYLE="white-space:nowrap">non-U.S.</FONT> corporation. EDRs, which are sometimes referred to as Continental
Depositary Receipts, are receipts issued in Europe, typically by <FONT STYLE="white-space:nowrap">non-U.S.</FONT> banks and trust companies, that evidence ownership of either <FONT STYLE="white-space:nowrap">non-U.S.</FONT> or domestic underlying
securities. GDRs are depositary receipts structured like global debt issues to facilitate trading on an international basis. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I>Restricted and Illiquid Investments</I></B>. The Trust may invest without limitation in illiquid or less liquid
investments or investments in which no secondary market is readily available or which are otherwise illiquid, including private placement securities. Liquidity of an investment relates to the ability to dispose easily of the investment and the price
to be obtained upon disposition of the investment, which may be less than would be obtained for a comparable more liquid investment. &#147;Illiquid investments&#148; are investments which cannot be sold within seven days in the ordinary course of
business at approximately the value used by the Trust in determining its NAV. Illiquid investments may trade at a discount from comparable, more liquid investments. Illiquid investments are subject to legal or contractual restrictions on disposition
or lack an established secondary trading market. Investment of the Trust&#146;s assets in illiquid investments may restrict the ability of the Trust to dispose of its investments in a timely fashion and for a fair price as well as its ability to
take advantage of market opportunities. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I>Private Company Investments</I></B>. At any given time the Trust
anticipates making investments in carefully selected private company investments that the Trust may need to hold for several years or longer. The Trust expects certain of such investments to be in &#147;late-stage private securities,&#148; which are
securities of private companies that have demonstrated sustainable business operations and generally have a well-known product or service with a strong market presence. Late-stage private companies have generally had large cash flows from their core
business operations and are expanding into new markets with their products or services. Late-stage private companies may also be referred to as <FONT STYLE="white-space:nowrap">&#147;pre-IPO</FONT> companies.&#148; The Trust may invest in equity
securities or debt securities, including debt securities issued with warrants to purchase equity securities or that are convertible into equity securities, of private companies. The Trust may enter into private company investments identified by the
Advisor or may <FONT STYLE="white-space:nowrap">co-invest</FONT> in private company investment opportunities owned or identified by other third party investors, such as private equity firms, with which neither the Trust nor the Advisor are
affiliated. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I><FONT STYLE="white-space:nowrap">Non-U.S.</FONT> Securities</I></B>. The
Trust may invest in <FONT STYLE="white-space:nowrap">Non-U.S.</FONT> Securities. Subject to the Trust&#146;s investment policies, these securities may be U.S. dollar-denominated or <FONT STYLE="white-space:nowrap">non-U.S.</FONT> dollar-denominated.
Some <FONT STYLE="white-space:nowrap">Non-U.S.</FONT> Securities may be less liquid and more volatile than securities of comparable U.S. issuers. Similarly, there is less volume and liquidity in most foreign securities markets than in the United
States and, at times, greater price volatility than in the United States. Because evidence of ownership of such securities usually is held outside the United States, the Trust will be subject to additional risks if it invests in <FONT
STYLE="white-space:nowrap">Non-U.S.</FONT> Securities, which include adverse political and economic developments, seizure or nationalization of foreign deposits and adoption of governmental restrictions which might adversely affect or restrict the
payment of principal and interest or dividends on the foreign securities to investors located outside the country of the issuer, whether from currency blockage or otherwise. <FONT STYLE="white-space:nowrap">Non-U.S.</FONT> Securities may trade on
days when the common shares are not priced or traded. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I>Emerging Markets Investments</I></B>. The Trust may invest in
securities of issuers located in emerging market countries, including securities denominated in currencies of emerging market countries. Emerging market countries generally include every nation in the world (including countries that may be
considered &#147;frontier&#148; markets) except the United States, Canada, Japan, Australia, New Zealand and most countries located in Western Europe. These issuers may be subject to risks that do not apply to issuers in larger, more developed
countries. These risks are more pronounced to the extent the Trust invests significantly in one country. Less information about emerging market issuers or markets may be available due to less rigorous disclosure and accounting standards or
regulatory practices. Emerging markets are smaller, less liquid and more volatile than U.S. markets. In a changing market, the Advisor may not be able to sell the Trust&#146;s portfolio securities in amounts and at prices it considers reasonable.
The U.S. dollar may appreciate against <FONT STYLE="white-space:nowrap">non-U.S.</FONT> currencies or an emerging market government may impose restrictions on currency conversion or trading. The economies of emerging market countries may grow at a
slower rate than expected or may experience a downturn or recession. Economic, political and social developments may adversely affect emerging market countries and their securities markets.<SUP STYLE="font-size:85%; vertical-align:top"> </SUP> </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I>Foreign Currency Transactions</I></B>. The Trust&#146;s common shares are priced in U.S. dollars and the distributions
paid by the Trust to common shareholders are paid in U.S. dollars. However, a portion of the Trust&#146;s assets may be denominated in <FONT STYLE="white-space:nowrap">non-U.S.</FONT> currencies and the income received by the Trust from such
securities will be paid in <FONT STYLE="white-space:nowrap">non-U.S.</FONT> currencies. The Trust also may invest in or gain exposure to <FONT STYLE="white-space:nowrap">non-U.S.</FONT> currencies for investment or hedging purposes. The Trust&#146;s
investments in securities that trade in, or receive revenues in, <FONT STYLE="white-space:nowrap">non-U.S.</FONT> 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 an investment. The Trust may (but is not required to) hedge some or all of its exposure to <FONT STYLE="white-space:nowrap">non-U.S.</FONT> currencies through the use of derivative strategies, including
forward foreign currency exchange contracts, foreign currency futures contracts and options on foreign currencies and foreign currency futures. Suitable hedging transactions may not be available in all circumstances and there can be no assurance
that the Trust will engage in such transactions at any given time or from time to time when they would be beneficial. Although the Trust has the flexibility to engage in such transactions, the Advisor may determine not to do so or to do so only in
unusual circumstances or market conditions. These transactions may not be successful and may eliminate any chance for the Trust to benefit from favorable fluctuations in relevant foreign currencies. The Trust may also 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. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I>Structured Instruments</I></B>. The Trust may use structured instruments for investment purposes, for risk management
purposes, such as to reduce the duration and interest rate sensitivity of the Trust&#146;s portfolio, for leveraging purposes and, with respect to certain structured instruments, as an alternative or complement to its options writing strategy. While
structured instruments may offer the potential for a favorable rate of return from time to time, they also entail certain risks. Structured instruments may be less liquid than other securities and the price of structured instruments may be more
volatile. In some cases, depending on the terms of the embedded index, a structured instrument may provide that the principal and/or interest payments may be adjusted below zero. Structured instruments also may involve significant credit risk and
risk of default by the counterparty. Structured instruments may also be illiquid. Like other sophisticated strategies, the Trust&#146;s use of structured instruments may not work as intended. </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:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><I>Equity-Linked Notes</I>. ELNs are hybrid securities with characteristics of
both fixed-income and equity securities. An ELN is a debt instrument, usually a bond, that pays interest based upon the performance of an underlying equity, which can be a single stock, basket of stocks or an equity index. Instead of paying a
predetermined coupon, ELNs link the interest payment to the performance of a particular equity market index or basket of stocks or commodities. The interest payment is typically based on the percentage increase in an index from a predetermined
level, but alternatively may be based on a decrease in the index. The interest payment may in some cases be leveraged so that, in percentage terms, it exceeds the relative performance of the market. ELNs generally are subject to the risks associated
with the securities of equity issuers, default risk and counterparty risk. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In particular, the Trust may invest in ELNs as
an alternative or complement to its options writing strategy. The features of ELNs described above closely replicate the income and return stream associated with single stock covered call options, and permit the Trust to receive interest income
instead of the capital gains treatment that results from the implementation of its options strategy, which the Trust believes may be advantageous in certain circumstances. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><I>Event-Linked Securities</I>. The Trust 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 upon, 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 Trust may lose a portion of or
its entire principal invested in the bond or the entire notional amount of a swap. Event-linked exposure often provides for an extension of maturity to process and audit loss claims when a trigger event has, or possibly has, occurred. An extension
of maturity may increase volatility. Event-linked exposure may also expose the Trust to certain other risks including credit risk, counterparty risk, adverse regulatory or jurisdictional interpretations and adverse tax consequences. Event-linked
exposures may also be subject to illiquidity risk. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I>Strategic Transactions and Other Management Techniques</I></B>.
In addition to the options strategy discussed above, the Trust may use a variety of other investment management techniques and instruments. The Trust may purchase and sell futures contracts, enter into various interest rate transactions such as
swaps, caps, floors or collars, currency transactions such as currency forward contracts, currency futures contracts, currency swaps or options on currency or currency futures and swap contracts (including, but not limited to, credit default swaps)
and may purchase and sell exchange-listed and OTC put and call options on securities and swap contracts, financial indices and futures contracts and use other derivative instruments or management techniques. These Strategic Transactions may be used
for duration management and other risk management purposes, including to attempt to protect against possible changes in the market value of the Trust&#146;s portfolio resulting from trends in the securities markets and changes in interest rates or
to protect the Trust&#146;s unrealized gains in the value of its portfolio securities, to facilitate the sale of portfolio securities for investment purposes, to establish a position in the securities markets as a temporary substitute for purchasing
particular securities or to enhance income or gain. There is no particular strategy that requires use of one technique rather than another as the decision to use any particular strategy or instrument is a function of market conditions and the
composition of the portfolio. The use of Strategic Transactions to enhance current income may be particularly speculative. The ability of the Trust to use Strategic Transactions successfully will depend on the Advisor&#146;s ability to predict
pertinent market movements as well as sufficient correlation among the instruments, which cannot be assured. The use of Strategic Transactions may result in losses greater than if they had not been used, may require the Trust to sell or purchase
portfolio securities at inopportune times or for prices other than current market values, may limit the amount of appreciation the Trust can realize on an investment or may cause the Trust to hold a security that it might otherwise sell. Inasmuch as
any obligations of the Trust that arise from the use of Strategic Transactions will be covered by segregated or earmarked liquid assets or offsetting transactions, the Trust and the Advisor believe such obligations do not constitute senior
securities and, accordingly, will not treat such transactions as being subject to its borrowing restrictions. See &#147;Leverage.&#148; Additionally, segregated or earmarked liquid assets, amounts paid by the Trust as premiums and cash or other
assets held in margin accounts with respect to Strategic </P>
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Transactions are not otherwise available to the Trust for investment purposes. The SAI contains further information about the characteristics, risks and possible benefits of Strategic
Transactions and the Trust&#146;s other policies and limitations (which are not fundamental policies) relating to Strategic Transactions. Certain provisions of the Code may restrict or affect the ability of the Trust to engage in Strategic
Transactions. In addition, the use of certain Strategic Transactions may give rise to taxable income and have certain other consequences. See &#147;Risks&#151;Strategic Transactions and Derivatives Risk.&#148; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I>Indexed and Inverse Securities</I></B>. The Trust may invest in securities the potential return of which is based on the
change in a specified interest rate or equity index (an &#147;indexed security&#148;). For example, the Trust may invest in a security that pays a variable amount of interest or principal based on the current level of the French or Korean stock
markets. The Trust may also invest in securities whose return is inversely related to changes in an interest rate or index (&#147;inverse securities&#148;). In general, the return on inverse securities will decrease when the underlying index or
interest rate goes up and increase when that index or interest rate goes down. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I>Other Investment Companies</I></B>.
The Trust may invest in securities of other investment companies (including ETFs, BDCs and money market funds, including other investment companies managed by the Advisor or its affiliates), subject to applicable regulatory limits. As a shareholder
in an investment company, the Trust will bear its ratable share of that investment company&#146;s expenses and will remain subject to payment of the Trust&#146;s advisory and other fees and expenses with respect to assets so invested. Holders of
common shares will therefore be subject to duplicative expenses to the extent the Trust invests in other investment companies. The Advisor will take expenses into account when evaluating the investment merits of an investment in an investment
company relative to available equity and/or fixed-income securities investments. In addition, the securities of other investment companies may be leveraged and will therefore be subject to the same leverage risks to which the Trust may be subject to
the extent it employs a leverage strategy. As described in the sections entitled &#147;Risks&#148; and &#147;Leverage,&#148; the NAV and market value of leveraged shares will be more volatile and the yield to shareholders will tend to fluctuate more
than the yield generated by unleveraged shares. Investment companies may have investment policies that differ from those of the Trust. In addition, to the extent the Trust invests in other investment companies, the Trust will be dependent upon the
investment and research abilities of persons other than the Advisor. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Trust may invest in ETFs, which are investment
companies that typically aim to track or replicate a desired index, such as a sector, market or global segment. ETFs are typically passively managed and their shares are traded on a national exchange or The NASDAQ Stock Market, Inc. ETFs do not sell
individual shares directly to investors and only issue their shares in large blocks known as &#147;creation units.&#148; The investor purchasing a creation unit may sell the individual shares on a secondary market. Therefore, the liquidity of ETFs
depends on the adequacy of the secondary market. There can be no assurance that an ETF&#146;s investment objective will be achieved, as ETFs based on an index may not replicate and maintain exactly the composition and relative weightings of
securities in the index. ETFs are subject to the risks of investing in the underlying securities. The Trust, as a holder of the securities of the ETF, will bear its pro rata portion of the ETF&#146;s expenses, including advisory fees. These expenses
are in addition to the direct expenses of the Trust&#146;s own operations. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I>Repurchase Agreements and Purchase and
Sale Contracts</I></B>. The Trust may enter into repurchase agreements. A repurchase agreement is a contractual agreement whereby the seller of securities agrees to repurchase the same security at a specified price on a future date agreed upon by
the parties. The agreed upon repurchase price determines the yield during the Trust&#146;s holding period. Repurchase agreements are considered to be loans collateralized by the underlying security that is the subject of the repurchase contract.
Income generated from transactions in repurchase agreements will be taxable. The risk to the Trust is limited to the ability of the issuer to pay the agreed upon repurchase price on the delivery date; however, although the value of the underlying
collateral at the time the transaction is entered into always equals or exceeds the agreed upon repurchase price, if the value of the collateral declines there is a risk of loss of both principal and interest. In the event of default, the collateral
may be sold but the Trust might incur a loss if the value of the collateral declines, and might incur disposition costs or experience delays in connection with liquidating the collateral. In addition, if
</P>
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bankruptcy proceedings are commenced with respect to the seller of the security, realization upon the collateral by the Trust may be delayed or limited. The Advisor will monitor the value of the
collateral at the time the transaction is entered into and at all times subsequent during the term of the repurchase agreement in an effort to determine that such value always equals or exceeds the agreed upon repurchase price. In the event the
value of the collateral declines below the repurchase price, the Advisor will demand additional collateral from the issuer to increase the value of the collateral to at least that of the repurchase price, including interest. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">A purchase and sale contract is similar to a repurchase agreement, but differs from a repurchase agreement in that the
contract arrangements stipulate that the securities are owned by the Trust. In the event of a default under such a repurchase agreement or a purchase and sale contract, instead of the contractual fixed rate of return, the rate of return to the Trust
will be dependent upon intervening fluctuations of the market value of such security and the accrued interest on the security. In such event, the Trust would have rights against the seller for breach of contract with respect to any losses arising
from market fluctuations following the failure of the seller to perform. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I>Securities Lending</I></B>. The Trust may
lend portfolio securities to certain borrowers determined to be creditworthy by the Advisor, including to borrowers affiliated with the Advisor. The borrowers provide collateral that is maintained in an amount at least equal to the current market
value of the securities loaned. No securities loan will be made on behalf of the Trust if, as a result, the aggregate value of all securities loans of the Trust exceeds <FONT STYLE="white-space:nowrap">one-third</FONT> of the value of the
Trust&#146;s total assets (including the value of the collateral received). The Trust may terminate a loan at any time and obtain the return of the securities loaned. The Trust receives the value of any interest or cash or <FONT
STYLE="white-space:nowrap">non-cash</FONT> distributions paid on the loaned securities. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">With respect to loans that are
collateralized by cash, the borrower may be entitled to receive a fee based on the amount of cash collateral. The Trust is compensated by the difference between the amount earned on the reinvestment of cash collateral and the fee paid to the
borrower. In the case of collateral other than cash, the Trust is compensated by a fee paid by the borrower equal to a percentage of the market value of the loaned securities. Any cash collateral received by the Trust for such loans, and uninvested
cash, may be invested, among other things, in a private investment company managed by an affiliate of the Advisor or in registered money market funds advised by the Advisor or its affiliates; such investments are subject to investment risk. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Trust conducts its securities lending pursuant to an exemptive order from the SEC permitting it to lend portfolio
securities to borrowers affiliated with the Trust and to retain an affiliate of the Trust as lending agent. To the extent that the Trust engages in securities lending, BlackRock Investment Management, LLC (&#147;BIM&#148;), an affiliate of the
Advisor, acts as securities lending agent for the Trust, subject to the overall supervision of the Advisor. BIM administers the lending program in accordance with guidelines approved by the Board. Pursuant to the current securities lending
agreement, BIM may lend securities only when the difference between the borrower rebate rate and the risk free rate exceeds a certain level. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">To the extent that the Trust engages in securities lending, the Trust retains a portion of securities lending income and
remits a remaining portion to BIM as compensation for its services as securities lending agent. Securities lending income is equal to the total of income earned from the reinvestment of cash collateral (and excludes collateral investment expenses as
defined below), and any fees or other payments to and from borrowers of securities. As securities lending agent, BIM bears all operational costs directly related to securities lending. The Trust is responsible for expenses in connection with the
investment of cash collateral received for securities on loan in a private investment company managed by an affiliate of the Advisor (the &#147;collateral investment expenses&#148;); however, BIM has agreed to cap the collateral investment expenses
the Trust bears to an annual rate of 0.04% of the daily net assets of such private investment company. In addition, in accordance with the exemptive order, the investment adviser to the private investment company will not charge any advisory fees
with respect to shares purchased by the Trust. Such shares also will not be subject to a sales load, redemption fee, distribution fee or service fee. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Pursuant to the current securities lending agreement, the Trust retains 82% of
securities lending income (which excludes collateral investment expenses). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In addition, commencing the business day
following the date that the aggregate securities lending income earned across the BlackRock Fixed-Income Complex (as defined in the SAI) in a calendar year exceeds the breakpoint dollar threshold applicable in the given year, the Trust, pursuant to
the current securities lending agreement, will receive for the remainder of that calendar year securities lending income in an amount equal to 85% of securities lending income (which excludes collateral investment expenses). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I>When-Issued, Delayed Delivery and Forward Commitment Securities</I></B>. The Trust may purchase securities on a
&#147;when-issued&#148; basis and may purchase or sell securities on a &#147;forward commitment&#148; basis (including on a &#147;TBA&#148; (to be announced) basis) or on a &#147;delayed delivery&#148; basis. When such transactions are negotiated,
the price, which is generally expressed in yield terms, is fixed at the time the commitment is made, but delivery and payment for the securities take place at a later date. When-issued securities and forward commitments may be sold prior to the
settlement date. If the Trust disposes of the right to acquire a when-issued security prior to its acquisition or disposes of its right to deliver or receive against a forward commitment, it might incur a gain or loss. At the time the Trust enters
into a transaction on a when-issued or forward commitment basis, it will designate on its books and records cash or liquid assets with a value not less than the value of the when-issued or forward commitment securities. The value of these assets
will be monitored daily to ensure that their marked to market value will at all times equal or exceed the corresponding obligations of the Trust. Pursuant to recommendations of the Treasury Market Practices Group, which is sponsored by the Federal
Reserve Board of New York, the Trust or its counterparty generally is required to post collateral when entering into certain forward-settling transactions, including without limitation TBA transactions. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">There is always a risk that the securities may not be delivered and that the Trust may incur a loss. A default by a
counterparty may result in the Trust missing the opportunity of obtaining a price considered to be advantageous. The value of securities in these transactions on the delivery date may be more or less than the Trust&#146;s purchase price. The Trust
may bear the risk of a decline in the value of the security in these transactions and may not benefit from an appreciation in the value of the security during the commitment period. Settlements in the ordinary course are not treated by the Trust as
when-issued or forward commitment transactions and accordingly are not subject to the foregoing restrictions. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The market
value of the securities underlying a commitment to purchase securities, and any subsequent fluctuations in their market value, is taken into account when determining the NAV of the Trust starting on the day the Trust agrees to purchase the
securities. The Trust does not earn interest on the securities it has committed to purchase until they are paid for and delivered on the settlement date. </P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="toc93447_6"></A>LEVERAGE </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Trust currently does not intend to borrow money or issue debt securities or preferred shares. The Trust is, however,
permitted to borrow money or issue debt securities in an amount up to 33 1/3% of its Managed Assets (50% of its net assets), and issue preferred shares in an amount up to 50% of its Managed Assets (100% of its net assets). &#147;Managed Assets&#148;
means the total assets of the Trust (including any assets attributable to money borrowed for investment purposes) minus the sum of the Trust&#146;s accrued liabilities (other than money borrowed for investment purposes). Although it has no present
intention to do so, the Trust reserves the right to borrow money from banks or other financial institutions, or issue debt securities or preferred shares, in the future if it believes that market conditions would be conducive to the successful
implementation of a leveraging strategy through borrowing money or issuing debt securities or preferred shares. Any such leveraging will not be fully achieved until the proceeds resulting from the use of leverage have been invested in accordance
with the Trust&#146;s investment objectives and policies. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The use of leverage, if employed, can create risks. When leverage is employed,
the NAV and market price of the common shares and the yield to holders of common shares will be more volatile than if leverage were not used. Changes in the value of the Trust&#146;s portfolio, including securities bought with the proceeds of
leverage, will be borne entirely by the holders of common shares. If there is a net decrease or increase in the value of the Trust&#146;s investment portfolio, leverage will decrease or increase, as the case may be, the NAV per common share to a
greater extent than if the Trust did not utilize leverage. A reduction in the Trust&#146;s NAV may cause a reduction in the market price of its shares. During periods in which the Trust is using leverage, the fee paid to the Advisor for advisory
services will be higher than if the Trust did not use leverage, because the fees paid will be calculated on the basis of the Trust&#146;s Managed Assets, which includes the proceeds from leverage. Any leveraging strategy the Trust employs may not be
successful. See &#147;Risks&#151;Leverage Risk.&#148; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Certain types of leverage the Trust may use may result in the Trust
being subject to covenants relating to asset coverage and portfolio composition requirements. The Trust may be subject to certain restrictions on investments imposed by one or more lenders or by guidelines of one or more rating agencies, which may
issue ratings for any short-term debt securities or preferred shares issued by the Trust. The terms of any borrowings or rating agency guidelines may impose asset coverage or portfolio composition requirements that are more stringent than those
imposed by the Investment Company Act. The Advisor does not believe that these covenants or guidelines will impede it from managing the Trust&#146;s portfolio in accordance with its investment objectives and policies if the Trust were to utilize
leverage. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Under the Investment Company Act, the Trust is not permitted to issue senior securities if, immediately after
the issuance of such senior securities, the Trust would have an asset coverage ratio (as defined in the Investment Company Act) of less than 300% with respect to senior securities representing indebtedness (i.e., for every dollar of indebtedness
outstanding, the Trust is required to have at least three dollars of assets) or less than 200% with respect to senior securities representing preferred stock (i.e., for every dollar of preferred stock outstanding, the Trust is required to have at
least two dollars of assets). The Investment Company Act also provides that the Trust may not declare distributions or purchase its stock (including through tender offers) if, immediately after doing so, it will have an asset coverage ratio of less
than 300% or 200%, as applicable. Under the Investment Company Act, certain short-term borrowings (such as for cash management purposes) are not subject to these limitations if (i)&nbsp;repaid within 60 days, (ii)&nbsp;not extended or renewed and
(iii)&nbsp;not in excess of 5% of the total assets of the Trust. </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:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Trust is permitted to leverage its portfolio by entering into one or more credit facilities. If the Trust enters into a
credit facility, the Trust may be required to prepay outstanding amounts or incur a penalty rate of interest upon the occurrence of certain events of default. The Trust would also likely have to indemnify the lenders under the credit facility
against liabilities they may incur in connection therewith. In addition, the Trust expects that any credit facility would contain covenants that, among other things, likely would limit the Trust&#146;s ability to pay distributions in certain
circumstances, incur additional debt, change certain of its investment policies and engage in certain transactions, including mergers and consolidations, and require asset coverage ratios in addition to those required by the Investment Company Act.
The Trust may be required to pledge its assets and to maintain a portion of its assets in cash or high-grade securities as a reserve against interest or principal payments and expenses. The Trust expects that any credit facility would have customary
covenant, negative covenant and default provisions. There can be no assurance that the Trust will enter into an agreement for a credit facility, or one on terms and conditions representative of the foregoing, or that additional material terms will
not apply. In addition, if entered into, a 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. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Reverse Repurchase Agreements </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Trust may enter into reverse repurchase agreements with respect to its portfolio investments subject to the investment
restrictions set forth herein. Reverse repurchase agreements involve the sale of securities held by </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">
the Trust with an agreement by the Trust to repurchase the securities at an agreed upon price, date and interest payment. At the time the Trust enters into a reverse repurchase agreement, it may
establish and maintain a segregated account with the custodian containing, or designate on its books and records, cash and/or liquid assets having a value not less than the repurchase price (including accrued interest). If the Trust establishes and
maintains such a segregated account, or earmarks such assets as described, a reverse repurchase agreement will not be considered a senior security under the Investment Company Act but will constitute leverage; however, under certain circumstances in
which the Trust does not establish and maintain such a segregated account, or earmark such assets on its books and records, such reverse repurchase agreement will be considered a senior security for the purpose of the limitation under the Investment
Company Act on issuing senior securities discussed above. Reverse repurchase agreements involve the risk that the market value of the securities acquired in connection with the reverse repurchase agreement may decline below the price of the
securities the Trust has sold but is obligated to repurchase. Also, reverse repurchase agreements involve the risk that the market value of the securities retained in lieu of sale by the Trust in connection with the reverse repurchase agreement may
decline in price. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">If the buyer of securities under a reverse repurchase agreement files for bankruptcy or becomes
insolvent, such buyer or its trustee or receiver may receive an extension of time to determine whether to enforce the Trust&#146;s obligation to repurchase the securities and the Trust&#146;s use of the proceeds of the reverse repurchase agreement
may effectively be restricted pending such decision. Also, the Trust would bear the risk of loss to the extent that the proceeds of the reverse repurchase agreement are less than the value of the securities subject to such agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Trust 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 that purchases the security is entitled to receive any principal or interest payments made on the underlying security pending settlement of
the Trust&#146;s repurchase of the underlying security. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Dollar Roll Transactions </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Trust may enter into &#147;dollar roll&#148; transactions. In a dollar roll transaction, the Trust sells a mortgage related
or other security 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 dollar roll transaction can be viewed, like a
reverse repurchase agreement, as a collateralized borrowing in which the Trust pledges a mortgage related security to a dealer to obtain cash. However, unlike reverse repurchase agreements, the dealer with which the Trust enters into a dollar roll
transaction is not obligated to return the same securities as those originally sold by the Trust, but rather only securities which are &#147;substantially identical,&#148; which generally means that the securities repurchased will bear the same
interest rate and a similar maturity as those sold, but the pools of mortgages collateralizing those securities may have different prepayment histories than those sold. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">During the period between the sale and repurchase, the Trust will not be entitled to receive interest and principal payments
on the securities sold. Proceeds of the sale will be invested in additional instruments for the Trust and the income from these investments will generate income for the Trust. If such income does not exceed the income, capital appreciation and gain
that would have been realized on the securities sold as part of the dollar roll, the use of this technique will diminish the investment performance of the Trust compared with what the performance would have been without the use of dollar rolls. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">At the time the Trust enters into a dollar roll transaction, it may establish and maintain a segregated account with the
custodian containing, or designate on its books and records, cash and/or liquid assets having a value not less than the repurchase price (including accrued interest). If the Trust establishes and maintains such a segregated account, or earmarks such
assets as described, a dollar roll transaction will not be considered a senior security under the Investment Company Act but will constitute leverage; however, under certain circumstances in which the Trust does not establish and maintain such a
segregated account, or earmark such assets on its books </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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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">
and records, such dollar roll transaction will be considered a borrowing for the purpose of the limitation under the Investment Company Act on issuing senior securities discussed above. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Dollar roll transactions involve the risk that the market value of the securities the Trust is required to purchase may
decline below the agreed upon repurchase price of those securities. The Trust&#146;s right to purchase or repurchase securities may be restricted. Successful use of mortgage dollar rolls may depend upon the investment manager&#146;s ability to
correctly predict interest rates and prepayments. There is no assurance that dollar rolls can be successfully employed. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Preferred Shares </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Trust is permitted to leverage its portfolio by issuing preferred shares. Under the Investment Company Act, the Trust is
not permitted to issue preferred shares if, immediately after such issuance, the liquidation value of the Trust&#146;s outstanding preferred shares exceeds 50% of its assets (including the proceeds from the issuance) less liabilities other than
borrowings (i.e., the value of the Trust&#146;s assets must be at least 200% of the liquidation value of its outstanding preferred shares). In addition, the Trust would not be permitted to declare any cash dividend or other distribution on its
common shares unless, at the time of such declaration, the value of the Trust&#146;s assets less liabilities other than borrowings is at least 200% of such liquidation value. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Trust expects that preferred shares, if issued, will pay adjustable rate dividends based on shorter-term interest rates,
which would be redetermined periodically by a fixed spread or remarketing process, subject to a maximum rate which would increase over time in the event of an extended period of unsuccessful remarketing. The adjustment period for preferred share
dividends could be as short as one day or as long as a year or more. Preferred shares, if issued, could include a liquidity feature that allows holders of preferred shares to have their shares purchased by a liquidity provider in the event that sell
orders have not been matched with purchase orders and successfully settled in a remarketing. The Trust expects that it would pay a fee to the provider of this liquidity feature, which would be borne by common shareholders of the Trust. The terms of
such liquidity feature could require the Trust to redeem preferred shares still owned by the liquidity provider following a certain period of continuous, unsuccessful remarketing, which may adversely impact the Trust. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">If preferred shares are issued, the Trust may, to the extent possible, purchase or redeem preferred shares from time to time
to the extent necessary in order to maintain asset coverage of any preferred shares of at least 200%. In addition, as a condition to obtaining ratings on the preferred shares, the terms of any preferred shares issued are expected to include asset
coverage maintenance provisions which will require the redemption of the preferred shares in the event of <FONT STYLE="white-space:nowrap">non-compliance</FONT> by the Trust and may also prohibit dividends and other distributions on the common
shares in such circumstances. In order to meet redemption requirements, the Trust may have to liquidate portfolio securities. Such liquidations and redemptions would cause the Trust to incur related transaction costs and could result in capital
losses to the Trust. Prohibitions on dividends and other distributions on the common shares could impair the Trust&#146;s ability to qualify as a RIC under the Code. If the Trust has preferred shares outstanding, two of the Trustees will be elected
by the holders of preferred shares voting separately as a class. The remaining Trustees will be elected by holders of common shares and preferred shares voting together as a single class. In the event the Trust failed to pay dividends on preferred
shares for two years, holders of preferred shares would be entitled to elect a majority of the Trustees. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">If the Trust
issues preferred shares, the Trust expects that it will be subject to certain restrictions imposed by guidelines of one or more rating agencies that may issue ratings for preferred shares issued by the Trust. These guidelines are expected to impose
asset coverage or portfolio composition requirements that are more stringent than those imposed on the Trust by the Investment Company Act. It is not anticipated that these covenants or guidelines would impede the Advisor from managing the
Trust&#146;s portfolio in accordance with the Trust&#146;s investment objectives 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">53 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Derivatives </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Trust may enter into derivative transactions that have economic leverage embedded in them. Derivative transactions that the
Trust may enter into and the risks associated with them are described elsewhere in this prospectus and are also referred to as &#147;Strategic Transactions.&#148; The Trust cannot assure you that investments in derivative transactions that have
economic leverage embedded in them will result in a higher return on its common shares. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">To the extent the terms of such
transactions obligate the Trust to make payments, the Trust may earmark or segregate cash or liquid assets in an amount at least equal to the current value of the amount then payable by the Trust under the terms of such transactions or otherwise
cover such transactions in accordance with applicable interpretations of the staff of the SEC. If the current value of the amount then payable by the Trust under the terms of such transactions is represented by the notional amounts of such
investments, the Trust would segregate or earmark cash or liquid assets having a market value at least equal to such notional amounts, and if the current value of the amount then payable by the Trust under the terms of such transactions is
represented by the market value of the Trust&#146;s current obligations, the Trust would segregate or earmark cash or liquid assets having a market value at least equal to such current obligations. To the extent the terms of such transactions
obligate the Trust to deliver particular securities to extinguish the Trust&#146;s obligations under such transactions the Trust may &#147;cover&#148; its obligations under such transactions by either (i)&nbsp;owning the securities or collateral
underlying such transactions or (ii)&nbsp;having an absolute and immediate right to acquire such securities or collateral without additional cash consideration (or, if additional cash consideration is required, having earmarked or segregated an
appropriate amount of cash or liquid assets). Such earmarking, segregation or cover is intended to provide the Trust with available assets to satisfy its obligations under such transactions. As a result of such earmarking, segregation or cover, the
Trust&#146;s obligations under such transactions will not be considered senior securities representing indebtedness for purposes of the Investment Company Act, but will constitute leverage. To the extent that the Trust&#146;s obligations under such
transactions are not so earmarked, segregated or covered, such obligations may be considered &#147;senior securities representing indebtedness&#148; under the Investment Company Act and therefore subject to the 300% asset coverage requirement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">These earmarking, segregation or cover requirements can result in the Trust maintaining securities positions it would
otherwise liquidate, segregating or earmarking assets at a time when it might be disadvantageous to do so or otherwise restrict portfolio management. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Temporary Borrowings </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The
Trust may also borrow money as a temporary measure for extraordinary or emergency purposes, including the payment of dividends and the settlement of securities transactions which otherwise might require untimely dispositions of Trust securities.
</P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="toc93447_7"></A>RISKS </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The NAV and market price of, and dividends paid on, the common shares will fluctuate with and be affected by, among other
things, the risks more fully described below. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>No Operating History </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Trust is a newly organized, <FONT STYLE="white-space:nowrap">non-diversified,</FONT>
<FONT STYLE="white-space:nowrap">closed-end</FONT> management investment company with no operating history. The Trust does not have any historical financial statements or other meaningful operating or financial data on which potential investors may
evaluate the Trust and its performance. An investment in the Trust is therefore subject to all of the risks and uncertainties associated with a new business, including the risk that the Trust will not achieve its investment objectives and that the
value of any potential investment in our common shares could decline substantially as a consequence. </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"><B>Limited Term Risk </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Unless the limited term provision of the Trust&#146;s Agreement and Declaration of Trust is amended by shareholders in
accordance with the Agreement and Declaration of Trust, or unless the Trust completes an Eligible Tender Offer and converts to perpetual existence, the Trust will dissolve on or about the Dissolution Date. <B>The Trust is not a so called
&#147;target date&#148; or &#147;life cycle&#148; fund whose asset allocation becomes more conservative over time as its target date, often associated with retirement, approaches. In addition, the Trust is not a &#147;target term&#148; fund and thus
does not seek to return its initial public offering price per common share upon dissolution.</B> As the assets of the Trust will be liquidated in connection with its dissolution, the Trust may be required to sell portfolio securities when it
otherwise would not, including at times when market conditions are not favorable, which may cause the Trust to lose money. In addition, as the Trust approaches the Dissolution Date, the Advisor may invest the proceeds of sold, matured or called
securities in money market mutual funds, cash, cash equivalents, securities issued or guaranteed by the U.S. government or its instrumentalities or agencies, high quality, short-term money market instruments, short-term debt securities, certificates
of deposit, bankers&#146; acceptances and other bank obligations, commercial paper or other liquid debt securities, which may adversely affect the Trust&#146;s investment performance. Rather than reinvesting proceeds received from sales of or
payments received in respect of portfolio securities, the Trust may distribute such proceeds in one or more liquidating distributions prior to the final dissolution, which may cause the Trust&#146;s fixed expenses to increase when expressed as a
percentage of net assets attributable to common shares, or the Trust may invest the proceeds in lower yielding securities or hold the proceeds in cash or cash equivalents, which may adversely affect the performance of the Trust. The final
distribution of net assets upon dissolution may be more than, equal to or less than $20.00 per common share. Because the Trust may adopt a plan of liquidation and make liquidating distributions in advance of the Dissolution Date, the total value of
the Trust&#146;s assets returned to common shareholders upon dissolution will be impacted by decisions of the Board and the Advisor regarding the timing of adopting a plan of liquidation and making liquidating distributions. This may result in
common shareholders receiving liquidating distributions with a value more or less than the value that would have been received if the Trust had liquidated all of its assets on the Dissolution Date, or any other potential date for liquidation
referenced in this prospectus, and distributed the proceeds thereof to shareholders. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">If the Trust conducts an Eligible
Tender Offer, the Trust anticipates that funds to pay the aggregate purchase price of shares accepted for purchase pursuant to the tender offer will be first derived from any cash on hand and then from the proceeds from the sale of portfolio
investments held by the Trust. The risks related to the disposition of securities in connection with the Trust&#146;s dissolution also would be present in connection with the disposition of securities in connection with an Eligible Tender Offer. It
is likely that during the pendency of a tender offer, and possibly for a time thereafter, the Trust will hold a greater than normal percentage of its total assets in cash and cash equivalents, which may impede the Trust&#146;s ability to achieve its
investment objectives and decrease returns to shareholders. The tax effect of any such dispositions of portfolio investments will depend on the difference between the price at which the investments are sold and the tax basis of the Trust in the
investments. Any capital gains recognized on such dispositions, as reduced by any capital losses the Trust realizes in the year of such dispositions and by any available capital loss carryforwards, will be distributed to shareholders as capital gain
dividends (to the extent of net long-term capital gains over net short-term capital losses) or ordinary dividends (to the extent of net short-term capital gains over net long-term capital losses) during or with respect to such year, and such
distributions will generally be taxable to common shareholders. If the Trust&#146;s tax basis for the investments sold is less than the sale proceeds, the Trust will recognize capital gains, which the Trust intends to distribute to common
shareholders. In addition, the Trust&#146;s purchase of tendered common shares pursuant to an Eligible Tender Offer will have tax consequences for tendering common shareholders and may have tax consequences for
<FONT STYLE="white-space:nowrap">non-tendering</FONT> common shareholders. See &#147;Tax Matters&#148; below. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The
purchase of common shares by the Trust pursuant to an Eligible Tender Offer will have the effect of increasing the proportionate interest in the Trust of <FONT STYLE="white-space:nowrap">non-tendering</FONT> common shareholders. All common
shareholders remaining after an Eligible Tender Offer will be subject to any increased risks associated with the reduction in the Trust&#146;s assets resulting from payment for the tendered common shares, such as greater volatility
</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; font-size:10pt; font-family:Times New Roman" ALIGN="justify">
due to decreased diversification and proportionately higher expenses. The reduced assets of the Trust as a result of an Eligible Tender Offer may result in less investment flexibility for the
Trust and may have an adverse effect on the Trust&#146;s investment performance. Such reduction in the Trust&#146;s assets may also cause common shares of the Trust to become thinly traded or otherwise negatively impact secondary trading of common
shares. A reduction in assets, and the corresponding increase in the Trust&#146;s expense ratio, could result in lower returns and put the Trust at a disadvantage relative to its peers and potentially cause the Trust&#146;s common shares to trade at
a wider discount, or smaller premium, to NAV than they otherwise would. Furthermore, the portfolio of the Trust following an Eligible Tender Offer could be significantly different and, therefore, common shareholders retaining an investment in the
Trust could be subject to greater risk. For example, the Trust may be required to sell its more liquid, higher quality portfolio investments to purchase common shares that are tendered in an Eligible Tender Offer, which would leave a less liquid,
lower quality portfolio for remaining shareholders. The prospects of an Eligible Tender Offer may attract arbitrageurs who would purchase the common shares prior to the tender offer for the sole purpose of tendering those shares which could have the
effect of exacerbating the risks described herein for shareholders retaining an investment in the Trust following an Eligible Tender Offer. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Trust is not required to conduct an Eligible Tender Offer. If the Trust conducts an Eligible Tender Offer, there can be no
assurance that the payment for tendered common shares would not result in the Trust having aggregate net assets below the Dissolution Threshold, in which case the Eligible Tender Offer will be canceled, no common shares will be repurchased pursuant
to the Eligible Tender Offer and the Trust will liquidate on the Dissolution Date (subject to possible extensions). Following the completion of an Eligible Tender Offer in which the payment for tendered common shares would result in the Trust having
aggregate net assets greater than or equal to the Dissolution Threshold, the Board may, by a Board Action Vote, eliminate the Dissolution Date without shareholder approval and provide for the Trust&#146;s perpetual existence. Thereafter, the Trust
will have a perpetual existence. There is no guarantee that the Board will eliminate the Dissolution Date following the completion of an Eligible Tender Offer so that the Trust will have a perpetual existence. The Advisor may have a conflict of
interest in recommending to the Board that the Dissolution Date be eliminated and the Trust have a perpetual existence. The Trust is not required to conduct additional tender offers following an Eligible Tender Offer and conversion to perpetual
existence. Therefore, remaining common shareholders may not have another opportunity to participate in a tender offer. Shares of <FONT STYLE="white-space:nowrap">closed-end</FONT> management investment companies frequently trade at a discount from
their NAV, and as a result remaining common shareholders may only be able to sell their shares at a discount to NAV. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Although it is anticipated that the Trust will have distributed substantially all of its net assets to shareholders as soon as
practicable after the Dissolution Date, securities for which no market exists or securities trading at depressed prices, if any, may be placed in a liquidating trust. Securities placed in a liquidating trust may be held for an indefinite period of
time, potentially several years or longer, until they can be sold or pay out all of their cash flows. During such time, the shareholders will continue to be exposed to the risks associated with the Trust and the value of their interest in the
liquidating trust will fluctuate with the value of the liquidating trust&#146;s remaining assets. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Additionally, the tax
treatment of the liquidating trust&#146;s assets may differ from the tax treatment applicable to such assets when held by the Trust. To the extent the costs associated with a liquidating trust exceed the value of the remaining securities, the
liquidating trust trustees may determine to dispose of the remaining securities in a manner of their choosing. The Trust cannot predict the amount, if any, of securities that will be required to be placed in a liquidating trust or how long it will
take to sell or otherwise dispose of such securities. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><FONT STYLE="white-space:nowrap">Non-Diversified</FONT> Status </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Trust is a <FONT STYLE="white-space:nowrap">non-diversified</FONT> fund. As defined in the Investment Company Act, a <FONT
STYLE="white-space:nowrap">non-diversified</FONT> fund may have a significant part of its investments in a smaller number of issuers than can a diversified fund. Having a larger percentage of assets in a smaller number of issuers makes a <FONT
STYLE="white-space:nowrap">non-diversified</FONT> fund, like the Trust, more susceptible to the risk that one single event or occurrence can have a significant adverse impact upon 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">56 </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 Discount Risk </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">An investment in the Trust&#146;s common shares is subject to investment risk, including the possible loss of the entire amount
that you invest. As with any stock, the price of the Trust&#146;s common shares will fluctuate with market conditions and other factors. If shares are sold, the price received may be more or less than the original investment. Common shares are
designed for long-term investors and the Trust should not be treated as a trading vehicle. Shares of <FONT STYLE="white-space:nowrap">closed-end</FONT> management investment companies frequently trade at a discount from their NAV. This risk is
separate and distinct from the risk that the Trust&#146;s NAV could decrease as a result of its investment activities. At any point in time an investment in the Trust&#146;s common shares may be worth less than the original amount invested, even
after taking into account distributions paid by the Trust. This risk may be greater for investors who sell their common shares in a relatively short period of time after completion of the initial offering. During periods in which the Trust may use
leverage, the Trust&#146;s investment, market discount and certain other risks will be magnified. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Equity Securities Risk </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Stock markets are volatile, and the prices of equity securities fluctuate based on changes in a company&#146;s financial
condition and overall market and economic conditions. Although common stocks have historically generated higher average total returns than fixed-income securities over the long-term, common stocks also have experienced significantly more volatility
in those returns and, in certain periods, have significantly underperformed relative to fixed-income securities. An adverse event, such as an unfavorable earnings report, may depress the value of a particular common stock held by the Trust. A common
stock may also decline due to factors which affect a particular industry or industries, such as labor shortages or increased production costs and competitive conditions within an industry. The value of a particular common stock held by the Trust may
decline for a number of other reasons which directly relate to the issuer, such as management performance, financial leverage, the issuer&#146;s historical and prospective earnings, the value of its assets and reduced demand for its goods and
services. Also, the prices of common stocks are sensitive to general movements in the stock market and a drop in the stock market may depress the price of common stocks to which the Trust has exposure. Common stock prices fluctuate for several
reasons, including changes in investors&#146; perceptions of the financial condition of an issuer or the general condition of the relevant stock market, or when political or economic events affecting the issuers occur. In addition, common stock
prices may be particularly sensitive to rising interest rates, as the cost of capital rises and borrowing costs increase. Common equity securities in which the Trust may invest are structurally subordinated to preferred stock, bonds and other debt
instruments in a company&#146;s capital structure in terms of priority to corporate income and are therefore inherently more risky than preferred stock or debt instruments of such issuers. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Investments in ADRs, EDRs, GDRs and other similar global instruments are generally subject to risks associated with equity
securities and investments in <FONT STYLE="white-space:nowrap">Non-U.S.</FONT> Securities. Unsponsored ADR, EDR and GDR programs are organized independently and without the cooperation of the issuer of the underlying securities. 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. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Risks Associated with the Trust&#146;s Options Strategy </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The ability of the Trust to generate current gains from options premiums and to enhance the Trust&#146;s risk-adjusted returns
is partially dependent on the successful implementation of its options strategy. Risks that may adversely affect the ability of the Trust to successfully implement its options strategy include the following: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I>Risks Associated with Options on Securities Generally</I></B>. There are several risks associated with transactions in
options on securities. For example, there are significant differences between the securities and options markets that could result in an imperfect correlation between these markets, causing a given transaction not to achieve its objectives. A
decision as to whether, when and how to use options involves the exercise of skill and judgment, and even a well-conceived transaction may be unsuccessful to some degree because of market behavior or unexpected events. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I>Risks of Writing Options</I></B>. As the writer of a covered call option,
the Trust forgoes, during the option&#146;s life, the opportunity to profit from increases in the market value of the security covering the call option above the sum of the premium and the strike price of the call, but has retained the risk of loss
should the price of the underlying security decline. In other words, as the Trust writes covered calls over more of its portfolio, the Trust&#146;s ability to benefit from capital appreciation becomes more limited. The writer of an option has no
control over the time when it may be required to fulfill its obligation as a writer of the option. Once an option writer has received an exercise notice, it cannot effect a closing purchase transaction in order to terminate its obligation under the
option and must deliver the underlying security at the exercise price. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">If the Trust writes call options on individual
securities or index call options that include securities, in each case, that are not in the Trust&#146;s portfolio or that are not in the same proportion as securities in the Trust&#146;s portfolio, the Trust will experience loss, which
theoretically could be unlimited, if the value of the individual security, index or basket of securities appreciates above the exercise price of the index option written by the Trust. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">When the Trust writes put options, it bears the risk of loss if the value of the underlying stock declines below the exercise
price minus the put premium. If the option is exercised, the Trust could incur a loss if it is required to purchase the stock underlying the put option at a price greater than the market price of the stock at the time of exercise plus the put
premium the Trust received when it wrote the option. While the Trust&#146;s potential gain in writing a put option is limited to the premium received from the purchaser of the put option, the Trust risks a loss equal to the entire exercise price of
the option minus the put premium. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I>Exchange-Listed Options Risks</I></B>. There can be no assurance that a liquid
market will exist when the Trust seeks to close out an exchange-listed option position. Reasons for the absence of a liquid secondary market on an exchange include the following: (i)&nbsp;there may be insufficient trading interest in certain
options; (ii)&nbsp;restrictions may be imposed by an exchange on opening transactions or closing transactions or both; (iii)&nbsp;trading halts, suspensions or other restrictions may be imposed with respect to particular classes or series of
options; (iv)&nbsp;unusual or unforeseen circumstances may interrupt normal operations on an exchange; (v)&nbsp;the facilities of an exchange or the OCC may not at all times be adequate to handle current trading volume; or (vi)&nbsp;one or more
exchanges could, for economic or other reasons, decide or be compelled at some future date to discontinue the trading of options (or a particular class or series of options). If trading were discontinued, the secondary market on that exchange (or in
that class or series of options) would cease to exist. However, outstanding options on that exchange that had been issued by the OCC as a result of trades on that exchange would continue to be exercisable in accordance with their terms. The
Trust&#146;s ability to terminate OTC options is more limited than with exchange-traded options and may involve the risk that broker-dealers participating in such transactions will not fulfill their obligations. If the Trust were unable to close out
a covered call option that it had written on a security, it would not be able to sell the underlying security unless the option expired without exercise. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The hours of trading for options may not conform to the hours during which the underlying securities are traded. To the extent
that the options markets close before the markets for the underlying securities, significant price and rate movements can take place in the underlying markets that cannot be reflected in the options markets. Call options are marked to market daily
and their value will be affected by changes in the value of and dividend rates of the underlying common stocks, an increase in interest rates, changes in the actual or perceived volatility of the stock market and the underlying common stocks and the
remaining time to the options&#146; expiration. Additionally, the exercise price of an option may be adjusted downward before the option&#146;s expiration as a result of the occurrence of certain corporate events affecting the underlying equity
security, such as extraordinary dividends, stock splits, merger or other extraordinary distributions or events. A reduction in the exercise price of an option would reduce the Trust&#146;s capital appreciation potential on the underlying security.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I><FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">Over-the-Counter</FONT></FONT> Options
Risk</I></B>. The Trust may write (sell) unlisted OTC options. Options written by the Trust with respect to <FONT STYLE="white-space:nowrap">Non-U.S.</FONT> Securities, indices or sectors generally will be OTC options. OTC options differ from
exchange-listed options in that they are <FONT STYLE="white-space:nowrap">two-party</FONT> contracts, with exercise price, premium and other terms </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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negotiated between buyer and seller, and generally do not have as much market liquidity as exchange-listed options. The counterparties to these transactions typically will be major international
banks, broker-dealers and financial institutions. The Trust may be required to treat as illiquid securities segregated with respect to certain written OTC options. The OTC options written by the Trust will not be issued, guaranteed or cleared by the
OCC. In addition, the Trust&#146;s ability to terminate OTC options may be more limited than with exchange-traded options. Banks, broker-dealers or other financial institutions participating in such transactions may fail to settle a transaction in
accordance with the terms of the option as written. In the event of default or insolvency of the counterparty, the Trust may be unable to liquidate an OTC option position. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I>Index Options Risk</I></B>. The Trust may sell index put and call options from time to time. The purchaser of an index
put option has the right to any depreciation in the value of the index below the exercise price of the option on or before the expiration date. The purchaser of an index call option has the right to any appreciation in the value of the index over
the exercise price of the option on or before the expiration date. Because the exercise of index options is settled in cash, sellers of index call options, such as the Trust, cannot provide in advance for their potential settlement obligations by
acquiring and holding the underlying securities. The Trust will lose money if it is required to pay the purchaser of an index option the difference between the cash value of the index on which the option was written and the exercise price and such
difference is greater than the premium received by the Trust for writing the option. The value of index options written by the Trust, which will be priced daily, will be affected by changes in the value of and dividend rates of the underlying common
stocks in the respective index, changes in the actual or perceived volatility of the stock market and the remaining time to the options&#146; expiration. The value of the index options also may be adversely affected if the market for the index
options becomes less liquid or smaller. Distributions paid by the Trust on its common shares may be derived in part from the net index option premiums it receives from selling index put and call options, less the cost of paying settlement amounts to
purchasers of the options that exercise their options. Net index option premiums can vary widely over the short-term and long-term. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I>Limitation on Options Writing Risk</I></B>. The number of call options the Trust can write is limited by the total
assets the Trust holds and is further limited by the fact that all options represent 100 share lots of the underlying common stock. Furthermore, the Trust&#146;s options transactions will be subject to limitations established by each of the
exchanges, boards of trade or other trading facilities on which such options are traded. These limitations govern the maximum number of options in each class which may be written or purchased by a single investor or group of investors acting in
concert, regardless of whether the options are written or purchased on the same or different exchanges, boards of trade or other trading facilities or are held or written in one or more accounts or through one or more brokers. Thus, the number of
options which the Trust may write or purchase may be affected by options written or purchased by other investment advisory clients of the Advisor. An exchange, board of trade or other trading facility may order the liquidation of positions found to
be in excess of these limits, and it may impose certain other sanctions. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I>Tax Risk</I></B>. Income on options on
individual stocks will generally not be recognized by the Trust for tax purposes until an option is exercised, lapses or is subject to a &#147;closing transaction&#148; (as defined by applicable regulations) pursuant to which the Trust&#146;s
obligations with respect to the option are otherwise terminated. If the option lapses without exercise or is otherwise subject to a closing transaction, the premiums received by the Trust from the writing of such options will generally be
characterized as short-term capital gain. If an option written by the Trust is exercised, the Trust may recognize taxable gain depending on the exercise price of the option, the option premium, and the tax basis of the security underlying the
option. The character of any gain on the sale of the underlying security as short-term or long-term capital gain will depend on the holding period of the Trust in the underlying security. In general, distributions received by shareholders of the
Trust that are attributable to short-term capital gains recognized by the Trust from its options writing activities will be taxed to such shareholders as ordinary income and will not be eligible for the reduced tax rate applicable to qualified
dividend income. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Index options will generally be
<FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">&#147;marked-to-market&#148;</FONT></FONT> for U.S. federal income tax purposes. As a result, the Trust will generally recognize gain or loss on the last day of each taxable year
equal to the difference between 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">59 </P>


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value of the index option on that date and the adjusted basis of the index option. The adjusted basis of the index option will consequently be increased by such gain or decreased by such loss.
Any gain or loss with respect to index options will be treated as short-term capital gain or loss to the extent of 40% of such gain or loss and long-term capital gain or loss to the extent of 60% of such gain or loss. Because the <FONT
STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">mark-to-market</FONT></FONT> rules may cause the Trust to recognize gain in advance of the receipt of cash, the Trust may be required to dispose of investments in order to meet its
distribution requirements. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Innovative Securities Risk </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">There can be no assurance that a company identified as innovative by the Advisor will ultimately introduce a new product or
service or that such product or service may not be significantly delayed. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><FONT STYLE="white-space:nowrap">Mid-</FONT> and Small-Capitalization
Company Risk </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Trust will invest in companies with middle and small capitalizations. Middle and small capitalization
companies may be less financially secure than larger, more established companies and depend on a small number of key personnel. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In addition, it is more difficult to get information on middle and small capitalization companies, which tend to be less well
known, have shorter operating histories, do not have significant ownership by large investors and are followed by relatively few securities analysts. As a result, the securities of middle and small capitalization companies generally trade in lower
volumes and are subject to greater and more unpredictable price changes than larger capitalization securities or the market as a whole. The purchase or sale of more than a limited number of shares of a middle and small company may affect its market
price. The Trust may need a considerable amount of time to purchase or sell its positions in these securities. In addition, middle or small company stocks may not be well known to the investing public. Investing in middle and small capitalization
securities requires a longer term view. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Middle and small capitalization stocks can be more volatile than, and perform
differently from, larger capitalization stocks. Middle and small company stocks may be particularly sensitive to changes in interest rates, borrowing costs and earnings. Middle and small companies may have fewer business lines; changes in any one
line of business, therefore, may have a greater impact on a middle and small company&#146;s stock price than is the case for a larger company. If a product fails or there are other adverse developments, or if management changes, the Trust&#146;s
investment in a middle or small capitalization company may lose substantial value. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I>Investments in Unseasoned
Companies Risk</I></B>. The Trust may invest in the securities of smaller, less seasoned companies. These investments may present greater opportunities for growth but also involve greater risks than customarily are associated with investments in
securities of more established companies. Some of the companies in which the Trust may invest will be <FONT STYLE="white-space:nowrap">start-up</FONT> companies which may have insubstantial operational or earnings history or may have limited
products, markets, financial resources or management depth. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Some may also be emerging companies at the research and
development stage with no products or technologies to market or approved for marketing. In addition, it is more difficult to get information on smaller companies, which tend to be less well known, have shorter operating histories, do not have
significant ownership by large investors and are followed by relatively few securities analysts. Securities of emerging companies may lack an active secondary market and may be subject to more abrupt or erratic price movements than securities of
larger, more established companies or stock market averages in general. Competitors of certain companies, which may or may not be in the same industry, may have substantially greater financial resources than many of the companies in which the Trust
may invest. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I>Securities of Smaller and Emerging Growth Companies</I></B>. Investment in smaller or emerging growth
companies involves greater risk than is customarily associated with investments in more established companies. </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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The securities of smaller or emerging growth companies may be subject to more abrupt or erratic market movements than larger, more established companies or the market average in general. These
companies may have limited product lines, markets or financial resources, or they may be dependent on a limited management group. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">While smaller or emerging growth company issuers may offer greater opportunities for capital appreciation than large cap
issuers, investments in smaller or emerging growth companies may involve greater risks and thus may be considered speculative. The Advisor believes that properly selected companies of this type have the potential to increase their earnings or market
valuation at a rate substantially in excess of the general growth of the economy. Full development of these companies and trends frequently takes time. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Small cap and emerging growth securities will often be traded only in the OTC market or on a regional securities exchange and
may not be traded every day or in the volume typical of trading on a national securities exchange. As a result, the disposition by the Trust of portfolio securities may require the Trust to make many small sales over a lengthy period of time, or to
sell these securities at a discount from market prices or during periods when, in the Advisor&#146;s judgment, such disposition is not desirable. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The process of selection and continuous supervision by the Advisor does not, of course, guarantee successful investment
results; however, it does provide access to an asset class not available to the average individual due to the time and cost involved. Careful initial selection is particularly important in this area as many new enterprises have promise but lack
certain of the fundamental factors necessary to prosper. Investing in small cap and emerging growth companies requires specialized research and analysis. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Small companies are generally little known to most individual investors although some may be dominant in their respective
industries. The Advisor believes that relatively small companies will continue to have the opportunity to develop into significant business enterprises. The Trust may invest in securities of small issuers in the relatively early stages of business
development that have a new technology, a unique or proprietary product or service, or a favorable market position. Such companies may not be counted upon to develop into major industrial companies, but the Advisor believes that eventual recognition
of their special value characteristics by the investment community can provide above-average long-term growth to the portfolio. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Equity securities of specific small cap issuers may present different opportunities for long-term capital appreciation during
varying portions of economic or securities market cycles, as well as during varying stages of their business development. The market valuation of small cap issuers tends to fluctuate during economic or market cycles, presenting attractive investment
opportunities at various points during these cycles. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Risks Associated with Private Company Investments </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Private companies are generally not subject to SEC reporting requirements, are not required to maintain their accounting
records in accordance with generally accepted accounting principles, and are not required to maintain effective internal controls over financial reporting. As a result, the Advisor may not have timely or accurate information about the business,
financial condition and results of operations of the private companies in which the Trust invests. There is risk that the Trust may invest on the basis of incomplete or inaccurate information, which may adversely affect the Trust&#146;s investment
performance. Private companies in which the Trust may invest may have limited financial resources, shorter operating histories, more asset concentration risk, narrower product lines and smaller market shares than larger businesses, which tend to
render such private companies more vulnerable to competitors&#146; actions and market conditions, as well as general economic downturns. These companies generally have less predictable operating results, may from time to time be parties to
litigation, may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence, and may require substantial additional capital to support their operations, finance expansion or maintain their competitive
position. These companies may have difficulty accessing the capital markets to meet future capital needs, which may limit their ability to grow or to repay their outstanding indebtedness upon </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">61 </P>


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maturity. In addition, the Trust&#146;s investment also may be structured as <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">pay-in-kind</FONT></FONT> securities with minimal or
no cash interest or dividends until the company meets certain growth and liquidity objectives. Typically, investments in private companies are in restricted securities that are not traded in public markets and subject to substantial holding periods,
so that the Trust may not be able to resell some of its holdings for extended periods, which may be several years. There can be no assurance that the Trust will be able to realize the value of private company investments in a timely manner. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I>Private Company Management Risk</I></B>. Private companies are more likely to depend on the management talents and
efforts of a small group of persons; therefore, the death, disability, resignation or termination of one or more of these persons could have a material adverse impact on the company. The Trust generally does not intend to hold controlling positions
in the private companies in which it invests. As a result, the Trust is subject to the risk that a company may make business decisions with which the Trust disagrees, and that the management and/or stockholders of a portfolio company may take risks
or otherwise act in ways that are adverse to the Trust&#146;s interests. Due to the lack of liquidity of such private investments, the Trust may not be able to dispose of its investments in the event it disagrees with the actions of a private
portfolio company and may therefore suffer a decrease in the value of the investment. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I>Private Company Illiquidity
Risk</I></B>. Securities issued by private companies are typically illiquid. If there is no readily available trading market for privately issued securities, the Trust may not be able to readily dispose of such investments at prices that approximate
those at which the Trust could sell them if they were more widely traded. See &#147;&#151;Restricted and Illiquid Investments Risk.&#148; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I>Private Company Valuation Risk</I></B>. There is typically not a readily available market value for the Trust&#146;s
private investments. The Trust values private company investments in accordance with valuation guidelines adopted by the Board, that the Board, in good faith, believes are designed to accurately reflect the fair value of securities valued in
accordance with such guidelines. The Trust is not required to but may utilize the services of one or more independent valuation firms to aid in determining the fair value of these investments. Valuation of private company investments may involve
application of one or more of the following factors: (i)&nbsp;analysis of valuations of publicly traded companies in a similar line of business, (ii)&nbsp;analysis of valuations for comparable merger or acquisition transactions, (iii)&nbsp;yield
analysis and (iv)&nbsp;discounted cash flow analysis. Due to the inherent uncertainty and subjectivity of determining the fair value of investments that do not have a readily available market value, the fair value of the Trust&#146;s private
investments may differ significantly from the values that would have been used had a readily available market value existed for such investments and may differ materially from the amounts the Trust may realize on any dispositions of such
investments. In addition, the impact of changes in the market environment and other events on the fair values of the Trust&#146;s investments that have no readily available market values may differ from the impact of such changes on the readily
available market values for the Trust&#146;s other investments. The Trust&#146;s NAV could be adversely affected if the Trust&#146;s determinations regarding the fair value of the Trust&#146;s investments were materially higher than the values that
the Trust ultimately realizes upon the disposal of such investments. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I>Reliance on the Advisor Risk</I></B>. The
Trust may enter into private investments identified by the Advisor, in which case the Trust will be more reliant upon the ability of the Advisor to identify, research, analyze, negotiate and monitor such investments, than is the case with
investments in publicly traded securities. As little public information exists about many private companies, the Trust will be required to rely on the Advisor&#146;s diligence efforts to obtain adequate information to evaluate the potential risks
and returns involved in investing in these companies. The costs of diligencing, negotiating and monitoring private investments will be borne by the Trust, which may reduce the Trust&#146;s returns. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I><FONT STYLE="white-space:nowrap">Co-Investment</FONT> Risk</I></B>. The Trust may also
<FONT STYLE="white-space:nowrap">co-invest</FONT> in private investments sourced by third party investors unaffiliated with either the Trust or the Advisor, such as private equity firms. The Trust&#146;s ability to realize a profit on such
investments will be particularly reliant on the expertise of the lead investor in the transaction. To the extent that the lead investor in such a <FONT STYLE="white-space:nowrap">co-investment</FONT> opportunity assumes control of the management 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">62 </P>


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private company, the Trust will be reliant not only upon the lead investor&#146;s ability to research, analyze, negotiate and monitor such investments, but also on the lead investor&#146;s
ability to successfully oversee the operation of the company&#146;s business. The Trust&#146;s ability to dispose of such investments is typically severely limited, both by the fact that the securities are unregistered and illiquid and by
contractual restrictions that may preclude the Trust from selling such investment. Often the Trust may exit such investment only in a transaction, such as an initial public offering or sale of the company, on terms arranged by the lead investor.
Such investments may be subject to additional valuation risk, as the Trust&#146;s ability to accurately determine the fair value of the investment may depend upon the receipt of information from the lead investor. The valuation assigned to such an
investment through application of the Trust&#146;s valuation procedures may differ from the valuation assigned to that investment by other <FONT STYLE="white-space:nowrap">co-investors.</FONT> </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I>Private Company Competition Risk</I></B>. Many entities may potentially compete with the Trust in making private
investments. Many of these competitors are substantially larger and have considerably greater financial, technical and marketing resources than the Trust. Some competitors may have a lower cost of funds and access to funding sources that are not
available to the Trust. In addition, some competitors may have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of, or different structures for, private investments than the Trust. Furthermore,
many competitors are not subject to the regulatory restrictions that the Investment Company Act imposes on the Trust. As a result of this competition, the Trust may not be able to pursue attractive private investment opportunities from time to time.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I>Private Debt Securities Risk</I></B>. Private companies in which the Trust invests may be unable to meet their
obligations under debt securities held by the Trust, which may be accompanied by a deterioration in the value of any collateral and a reduction in the likelihood of the Trust realizing any guarantees it may have obtained in connection with its
investment. Private companies in which the Trust invests may have, or may be permitted to incur, other debt that ranks equally with, or senior to, debt securities in which the Trust invests. Privately issued debt securities are often of below
investment grade quality and frequently are unrated. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I>Affiliation Risk</I></B>. There is a risk that the Trust may
be precluded from investing in certain private companies due to regulatory implications under the Investment Company Act or other laws, rules or regulations or may be limited in the amount it can invest in the voting securities of a private company,
in the size of the economic interest it can have in a private company or in the scope of influence it is permitted to have in respect of the management of a private company. Should the Trust be required to treat a private company in which it has
invested as an &#147;affiliated person&#148; under the Investment Company Act, the Investment Company Act would impose a variety of restrictions on the Trust&#146;s dealings with the private company. Moreover, these restrictions may arise as a
result of investments by other clients of the Advisor or its affiliates in a private company. These restrictions may be detrimental to the performance of the Trust compared to what it would be if these restrictions did not exist, and could impact
the universe of investable private companies for the Trust. The fact that many private companies may have a limited number of investors and a limited amount of outstanding equity heightens these risks. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I>Late-Stage Private Companies Risk</I></B>.<B> </B>Investments in late-stage private companies involve greater risks than
investments in shares of companies that have traded publicly on an exchange for extended periods of time. These investments may present significant opportunities for capital appreciation but involve a high degree of risk that may result in
significant decreases in the value of these investments. The Trust may not be able to sell such investments when the Advisor deems it appropriate to do so because they are not publicly traded. As such, these investments are generally considered to
be illiquid until a company&#146;s public offering (which may never occur) and are often subject to additional contractual restrictions on resale following any public offering that may prevent the Trust from selling its shares of these companies for
a period of time. See &#147;&#151;Restricted and Illiquid Investments Risk.&#148; Market conditions, developments within a company, investor perception or regulatory decisions may adversely affect a late-stage private company and delay or prevent
such a company from ultimately offering its securities to the public. If a company does issue shares in an IPO, IPOs are risky and volatile and may cause the value of the Trust&#146;s investment to decrease significantly. See &#147;&#151;New Issues
Risk.&#148; </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Restricted and Illiquid Investments Risk </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Trust may invest without limitation in illiquid or less liquid investments or investments in which no secondary market is
readily available or which are otherwise illiquid, including private placement securities. The Trust may not be able to readily dispose of such investments at prices that approximate those at which the Trust could sell such investments if they were
more widely traded and, as a result of such illiquidity, the Trust may have to sell other investments or engage in borrowing transactions if necessary to raise cash to meet its obligations. Limited liquidity can also affect the market price of
investments, thereby adversely affecting the Trust&#146;s NAV and ability to make dividend distributions. The financial markets have in recent years experienced periods of extreme secondary market supply and demand imbalance, resulting in a loss of
liquidity during which market prices were suddenly and substantially below traditional measures of intrinsic value. During such periods, some investments could be sold only at arbitrary prices and with substantial losses. Periods of such market
dislocation may occur again at any time. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Restricted securities are securities that may not be sold to the public without
an effective registration statement under the Securities Act of 1933, as amended (the &#147;Securities Act&#148;), or that may be sold only in a privately negotiated transaction or pursuant to an exemption from registration. For example, Rule 144A
under the Securities Act provides an exemption from the registration requirements of the Securities Act for the resale of certain restricted securities to qualified institutional buyers, such as the Trust. However, an insufficient number of
qualified institutional buyers interested in purchasing the Rule 144A-eligible securities that the Trust holds could affect adversely the marketability of certain Rule 144A securities, and the Trust might be unable to dispose of such securities
promptly or at reasonable prices. When registration is required to sell a security, the Trust may be obligated to pay all or part of the registration expenses and considerable time may pass before the Trust is permitted to sell a security under an
effective registration statement. If adverse market conditions develop during this period, the Trust might obtain a less favorable price than the price that prevailed when the Trust decided to sell. The Trust may be unable to sell restricted and
other illiquid investments at opportune times or prices. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Valuation Risk </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Trust is subject to valuation risk, which is the risk that one or more of the securities in which the Trust invests are
valued at prices that the Trust is unable to obtain upon sale due to factors such as incomplete data, market instability or human error. The Advisor may use an independent pricing service or prices provided by dealers to value securities at their
market value. Because the secondary markets for certain investments may be limited, such instruments may be difficult to value. See &#147;Net Asset Value.&#148; When market quotations are not available, the Advisor may price such investments
pursuant to a number of methodologies, such as computer-based analytical modeling or individual security evaluations. These methodologies generate approximations of market values, and there may be significant professional disagreement about the best
methodology for a particular type of financial instrument or different methodologies that might be used under different circumstances. In the absence of an actual market transaction, reliance on such methodologies is essential, but may introduce
significant variances in the ultimate valuation of the Trust&#146;s investments. Technological issues and/or errors by pricing services or other third-party service providers may also impact the Trust&#146;s ability to value its investments and the
calculation of the Trust&#146;s NAV. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">When market quotations are not readily available or are deemed to be inaccurate or
unreliable, the Trust values its investments at fair value as determined in good faith pursuant to policies and procedures approved by the Board. Fair value is defined as the amount for which assets could be sold in an orderly disposition over a
reasonable period of time, taking into account the nature of the asset. Fair value pricing may require determinations that are inherently subjective and inexact about the value of a security or other asset. As a result, there can be no assurance
that fair value priced assets will not result in future adjustments to the prices of securities or other assets, or that fair value pricing will reflect a price that the Trust is able to obtain upon sale, 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 </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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value that actually could be or is realized upon the sale of that security or other asset. For example, the Trust&#146;s NAV could be adversely affected if the Trust&#146;s determinations
regarding the fair value of the Trust&#146;s investments were materially higher than the values that the Trust ultimately realizes upon the disposal of such investments. Where market quotations are not readily available, valuation may require more
research than for more liquid investments. In addition, elements of judgment may play a greater role in valuation in such cases than for investments with a more active secondary market because there is less reliable objective data available. The
Advisor anticipates that up to approximately 25% of the Trust&#146;s net assets (calculated at the time of investment) may be valued using fair value. This percentage may increase over the life of the Trust and may exceed 25% of the Trust&#146;s net
assets due to a number of factors, such as when the Trust nears dissolution; outflows of cash from time to time; and changes in the valuation of these investments. The Trust prices its shares daily and therefore all assets, including assets valued
at fair value, are valued daily. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Trust&#146;s NAV per common share is a critical component in several operational
matters including computation of advisory and services fees. Consequently, variance in the valuation of the Trust&#146;s investments will impact, positively or negatively, the fees and expenses shareholders will pay. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>New Issues Risk </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">&#147;New Issues&#148; are IPOs of U.S. equity securities. There is no assurance that the Trust will have access to profitable
IPOs and therefore investors should not rely on any past gains from IPOs as an indication of future performance of the Trust. The investment performance of the Trust during periods when it is unable to invest significantly or at all in IPOs may be
lower than during periods when the Trust is able to do so. Securities issued in IPOs are subject to many of the same risks as 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. In addition, some companies in IPOs are involved in relatively new industries or lines of business, which may not be widely understood by investors. Some of these companies
may be undercapitalized or regarded as developmental stage companies, without revenues or operating income, or the near-term prospects of achieving them. Further, the prices of securities sold in IPOs may be highly volatile or may decline shortly
after the IPO. When an IPO is brought to the market, availability may be limited and the Trust may not be able to buy any shares at the offering price, or, if it is able to buy shares, it may not be able to buy as many shares at the offering price
as it would like. The limited number of shares available for trading in some IPOs may make it more difficult for the Trust to buy or sell significant amounts of shares. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Growth Stock Risk </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Securities of growth companies may be more volatile since such companies usually invest a high portion of earnings in their
business, and they may lack the dividends of value stocks that can cushion stock prices in a falling market. Stocks of companies the Advisor believes are fast-growing may trade at a higher multiple of current earnings than other stocks. The values
of these stocks may be more sensitive to changes in current or expected earnings than the values of other stocks. Earnings disappointments often lead to sharply falling prices because investors buy growth stocks in anticipation of superior earnings
growth. If the Advisor&#146;s assessment of the prospects for a company&#146;s earnings growth is wrong, or if the Advisor&#146;s judgment of how other investors will value the company&#146;s earnings growth is wrong, then the price of the
company&#146;s stock may fall or may not approach the value that the Advisor has placed on it. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Value Stock Risk </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Advisor may be wrong in its assessment of a company&#146;s value and the stocks the Trust owns may not reach what the
Advisor believes are their full values. A particular risk of the Trust&#146;s value stock investments is that some holdings may not recover and provide the capital growth anticipated or a stock judged to be undervalued may actually be appropriately
priced. Further, because the prices of value-oriented securities tend to correlate more closely with economic cycles than growth-oriented securities, they generally are more sensitive to </P>
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changing economic conditions, such as changes in interest rates, corporate earnings, and industrial production. The market may not favor value-oriented stocks and may not favor equities at all.
During those periods, the Trust&#146;s relative performance may suffer. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Preferred Securities Risk </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">There are special risks associated with investing in preferred securities, including: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I>Deferral Risk</I></B>. Preferred securities may include provisions that permit the issuer, at its discretion, to defer
distributions for a stated period without any adverse consequences to the issuer. If the Trust owns a preferred security that is deferring its distributions, the Trust may be required to report income for tax purposes although it has not yet
received such income. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I>Subordination Risk</I></B>. Preferred securities are subordinated to bonds and other debt
instruments in a company&#146;s capital structure in terms of having priority to corporate income and liquidation payments, and therefore will be subject to greater credit risk than debt instruments. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I>Limited Voting Rights Risk</I></B>. Generally, preferred security holders (such as the Trust) have no voting rights with
respect to the issuing company unless preferred dividends have been in arrears for a specified number of periods, at which time the preferred security holders may elect a number of directors to the issuer&#146;s board. Generally, once all the
arrearages have been paid, the preferred security holders no longer have voting rights. In the case of trust preferred securities, holders generally have no voting rights, except if (i)&nbsp;the issuer fails to pay dividends for a specified period
of time or (ii)&nbsp;a declaration of default occurs and is continuing. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I>Special Redemption Rights Risk</I></B>. In
certain varying circumstances, an issuer of preferred securities may redeem the securities prior to a specified date. For instance, for certain types of preferred securities, a redemption may be triggered by certain changes in U.S. federal income
tax or securities laws. As with call provisions, a special redemption by the issuer may negatively impact the return of the security held by the Trust. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I>New Types of Securities Risk</I></B>. From time to time, preferred securities, including trust preferred securities,
have been, and may in the future be, offered having features other than those described herein. The Trust reserves the right to invest in these securities if the Advisor believes that doing so would be consistent with the Trust&#146;s investment
objectives and policies. Since the market for these instruments would be new, the Trust may have difficulty disposing of them at a suitable price and time. In addition to limited liquidity, these instruments may present other risks, such as high
price volatility. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Convertible Securities Risk </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Convertible securities generally offer lower interest or dividend yields than
<FONT STYLE="white-space:nowrap">non-convertible</FONT> securities of similar quality. The market values of convertible securities tend to decline as interest rates increase and, conversely, to increase as interest rates decline. However, when the
market price of the common stock underlying a convertible security exceeds the conversion price, the convertible security tends to reflect the market price of the underlying common stock. As the market price of the underlying common stock declines,
the convertible security tends to trade increasingly on a yield basis and thus may not decline in price to the same extent as the underlying common stock. Convertible securities rank senior to common stock in an issuer&#146;s capital structure and
consequently entail less risk than the issuer&#146;s common stock. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Trust may invest in synthetic convertible
securities, which are created through a combination of separate securities that possess the two principal characteristics of a traditional convertible security. 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 security or instrument, such as a call option or warrant, purchased to create the synthetic convertible security. Should the price of
the stock fall below </P>
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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 are also
subject to the risks associated with derivatives. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Warrants and Rights Risk </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">If the price of the underlying stock does not rise above the exercise price before the warrant expires, the warrant generally
expires without any value and the Trust loses any amount it paid for the warrant. Thus, investments in warrants may involve substantially more risk than investments in common stock. Warrants may trade in the same markets as their underlying stock;
however, the price of the warrant does not necessarily move with the price of the underlying stock. The failure to exercise subscription rights to purchase common stock would result in the dilution of the Trust&#146;s interest in the issuing
company. The market for such rights is not well developed, and, accordingly, the Trust may not always realize full value on the sale of rights. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><FONT
STYLE="white-space:nowrap">Non-U.S.</FONT> Securities Risk </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Trust may invest in
<FONT STYLE="white-space:nowrap">Non-U.S.</FONT> Securities. Such investments involve certain risks not involved in domestic investments. Securities markets in foreign countries often are not as developed, efficient or liquid as securities markets
in the United States and, therefore, the prices of <FONT STYLE="white-space:nowrap">Non-U.S.</FONT> Securities can be more volatile. Certain foreign countries may impose restrictions on the ability of issuers of
<FONT STYLE="white-space:nowrap">Non-U.S.</FONT> Securities to make payments of principal and interest or dividends to investors located outside the country. In addition, the Trust will be subject to risks associated with adverse political and
economic developments in foreign countries, which could cause the Trust to lose money on its investments in <FONT STYLE="white-space:nowrap">Non-U.S.</FONT> Securities. The Trust will be subject to additional risks if it invests in <FONT
STYLE="white-space:nowrap">Non-U.S.</FONT> Securities, which include seizure or nationalization of foreign deposits. <FONT STYLE="white-space:nowrap">Non-U.S.</FONT> Securities may trade on days when the Trust&#146;s common shares are not priced or
traded. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Rules adopted under the Investment Company Act permit the Trust to maintain its
<FONT STYLE="white-space:nowrap">Non-U.S.</FONT> Securities and foreign currency in the custody of certain eligible <FONT STYLE="white-space:nowrap">non-U.S.</FONT> banks and securities depositories, and the Trust generally holds its <FONT
STYLE="white-space:nowrap">Non-U.S.</FONT> Securities and foreign currency in foreign banks and securities depositories. Some foreign banks and securities depositories may be recently organized or new to the foreign custody business. In addition,
there may be limited or no regulatory oversight of their operations. Also, the laws of certain countries limit the Trust&#146;s ability to recover its assets if a foreign bank, depository or issuer of a security, or any of their agents, goes
bankrupt. In addition, it is often more expensive for the Trust to buy, sell and hold securities in certain foreign markets than in the United States. The increased expense of investing in foreign markets reduces the amount the Trust can earn on its
investments and typically results in a higher operating expense ratio for the Trust than for investment companies invested only in the United States. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Certain banks in foreign countries may not be eligible <FONT STYLE="white-space:nowrap">sub-custodians</FONT> for the Trust,
in which event the Trust may be precluded from purchasing securities in certain foreign countries in which it otherwise would invest or the Trust may incur additional costs and delays in providing transportation and custody services for such
securities outside of such countries. The Trust may encounter difficulties in effecting portfolio transactions on a timely basis with respect to any securities of issuers held outside their countries. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The economies of certain foreign markets may not compare favorably with the economy of the United States with respect to such
issues as growth of gross national product, reinvestment of capital, resources and balance of payments position. Certain foreign economies may rely heavily on particular industries or foreign capital and are more vulnerable to diplomatic
developments, the imposition of economic sanctions against a particular country or countries, changes in international trading patterns, trade barriers and other protectionist or retaliatory measures. Investments in foreign markets may also be
adversely affected by governmental actions such as the imposition of capital controls, nationalization of companies or industries, expropriation of assets 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">67 </P>


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the imposition of punitive taxes. In addition, economic conditions, such as volatile currency exchange rates and interest rates, political events, military action and other conditions may,
without prior warning, lead to the governments of certain countries, or the U.S. Government with respect to certain countries, prohibiting or imposing substantial restrictions through capital controls and/or sanctions on foreign investments in the
capital markets or certain industries in those countries. Capital controls and/or sanctions may include the prohibition of, or restrictions on, the ability to own or transfer currency, securities, derivatives or other assets and may also include
retaliatory actions of one government against another government, such as seizure of assets. Any of these actions could severely impair the Trust&#146;s ability to purchase, sell, transfer, receive, deliver or otherwise obtain exposure to foreign
securities and assets, including the ability to transfer the Trust&#146;s assets or income back into the United States, and could negatively impact the value and/or liquidity of such assets or otherwise adversely affect the Trust&#146;s operations,
causing the Trust&#146;s assets and common shares to decline in value. </P>  <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Other potential foreign market risks include
foreign exchange controls, difficulties in pricing securities, defaults on foreign government securities, difficulties in enforcing legal judgments in foreign courts and political and social instability. Diplomatic and political developments,
including rapid and adverse political changes, social instability, regional conflicts, terrorism and war, could affect the economies, industries and securities and currency markets, and the value of the Trust&#146;s investments, in <FONT
STYLE="white-space:nowrap">non-U.S.</FONT> countries. These factors are extremely difficult, if not impossible, to predict and take into account with respect to the Trust&#146;s investments. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In general, less information is publicly available with respect to foreign issuers than is available with respect to U.S.
companies. Accounting standards in other countries are not necessarily the same as in the United States. If the accounting standards in another country do not require as much detail as U.S. accounting standards, it may be harder for the Advisor to
completely and accurately determine a company&#146;s financial condition. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Many foreign governments do not supervise and
regulate stock exchanges, brokers and the sale of securities to the same extent as such regulations exist in the United States. They also may not have laws to protect investors that are comparable to U.S. securities laws. For example, some foreign
countries may have no laws or rules against insider trading. Insider trading occurs when a person buys or sells a company&#146;s securities based on material <FONT STYLE="white-space:nowrap">non-public</FONT> information about that company. In
addition, some countries may have legal systems that may make it difficult for the Trust to vote proxies, exercise shareholder rights, and pursue legal remedies with respect to its <FONT STYLE="white-space:nowrap">Non-U.S.</FONT> Securities. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Settlement and clearance procedures in certain foreign markets differ significantly from those in the United States. Foreign
settlement and clearance procedures and trade regulations also may involve certain risks (such as delays in payment for or delivery of securities) not typically associated with the settlement of U.S. investments. Communications between the United
States and foreign countries may be unreliable, increasing the risk of delayed settlements or losses of security certificates in markets that still rely on physical settlement. At times, settlements in certain foreign countries have not kept pace
with the number of securities transactions. These problems may make it difficult for the Trust to carry out transactions. If the Trust cannot settle or is delayed in settling a purchase of securities, it may miss attractive investment opportunities
and certain of its assets may be uninvested with no return earned thereon for some period. If the Trust cannot settle or is delayed in settling a sale of securities, it may lose money if the value of the security then declines or, if it has
contracted to sell the security to another party, the Trust could be liable for any losses incurred. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">While the volume of
transactions effected on foreign stock exchanges has increased in recent years, it remains appreciably below that of the NYSE. Accordingly, the Trust&#146;s <FONT STYLE="white-space:nowrap">Non-U.S.</FONT> Securities may be less liquid and their
prices may be more volatile than comparable investments in securities in U.S. companies. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">A number of countries have
authorized the formation of <FONT STYLE="white-space:nowrap">closed-end</FONT> investment companies to facilitate indirect foreign investment in their capital markets. The Investment Company Act restricts the Trust&#146;s investment in securities of
other <FONT STYLE="white-space:nowrap">closed-end</FONT> investment companies. This restriction on investments in securities of <FONT STYLE="white-space:nowrap">closed-end</FONT> investment companies may limit opportunities for the Trust to invest
indirectly in certain smaller capital markets. Shares of certain <FONT STYLE="white-space:nowrap">closed-end</FONT> investment companies may at times be acquired only at market </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">68 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">
prices representing premiums to their NAVs. If the Trust acquires shares in <FONT STYLE="white-space:nowrap">closed-end</FONT> investment companies, shareholders would bear both their
proportionate share of the Trust&#146;s expenses (including investment advisory fees) and, indirectly, the expenses of such <FONT STYLE="white-space:nowrap">closed-end</FONT> investment companies. The Trust also may seek, at its own cost, to create
its own investment entities under the laws of certain countries. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Trust may file claims to recover withholding tax on
dividend and interest income (if any) received from issuers in certain countries where such withholding tax reclaim is possible. Whether or when the Trust will receive a withholding tax refund in the future is within the control of the tax
authorities in such countries. Where the Trust expects to recover withholding tax based on a continuous assessment of probability of recovery, the NAV of the Trust generally includes accruals for such tax refunds. The Trust continues to evaluate tax
developments for potential impact to the probability of recovery. If the likelihood of receiving refunds materially decreases, for example due to a change in tax regulation or approach, accruals in the Trust&#146;s NAV for such refunds may need to
be written down partially or in full, which will adversely affect the Trust&#146;s NAV. Investors in the Trust at the time an accrual is written down will bear the impact of any resulting reduction in NAV regardless of whether they were investors
during the accrual period. Conversely, if the Trust receives a tax refund that has not been previously accrued, investors in the Trust at the time the claim is successful will benefit from any resulting increase in the Trust&#146;s NAV. Investors
who sold their shares prior to such time will not benefit from such NAV increase. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Emerging Markets Risk </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Trust may invest in <FONT STYLE="white-space:nowrap">Non-U.S.</FONT> Securities of issuers in <FONT
STYLE="white-space:nowrap">so-called</FONT> &#147;emerging markets&#148; (or lesser developed countries, including countries that may be considered &#147;frontier&#148; markets). Such investments are particularly speculative and entail all of the
risks of investing in <FONT STYLE="white-space:nowrap">Non-U.S.</FONT> Securities but to a heightened degree. &#147;Emerging market&#148; countries generally include every nation in the world except developed countries, that is, the United States,
Canada, Japan, Australia, New Zealand and most countries located in Western Europe. Investments in the securities of issuers domiciled in countries with emerging capital markets involve certain additional risks that do not generally apply to
investments in securities of issuers in more developed capital markets, such as (i)&nbsp;low or <FONT STYLE="white-space:nowrap">non-existent</FONT> trading volume, resulting in a lack of liquidity and increased volatility in prices for such
securities, as compared to securities of comparable issuers in more developed capital markets; (ii)&nbsp;uncertain national policies and social, political and economic instability, increasing the potential for expropriation of assets, confiscatory
taxation, high rates of inflation or unfavorable diplomatic developments; (iii)&nbsp;possible fluctuations in exchange rates, differing legal systems and the existence or possible imposition of exchange controls, custodial restrictions or other
foreign or U.S. governmental laws or restrictions applicable to such investments; (iv)&nbsp;national policies that may limit the Trust&#146;s investment opportunities such as restrictions on investment in issuers or industries deemed sensitive to
national interests; and (v)&nbsp;the lack or relatively early development of legal structures governing private and foreign investments and private property. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Foreign investment in certain emerging market countries may be restricted or controlled to varying degrees. These restrictions
or controls may at times limit or preclude foreign investment in certain emerging market issuers and increase the costs and expenses of the Trust. Certain emerging market countries require governmental approval prior to investments by foreign
persons in a particular issuer, limit the amount of investment by foreign persons in a particular issuer, limit the investment by foreign persons only to a specific class of securities of an issuer that may have less advantageous rights than the
classes available for purchase by domiciliaries of the countries and/or impose additional taxes on foreign investors. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Emerging markets are more likely to experience hyperinflation and currency devaluations, which adversely affect returns to
U.S. investors. In addition, many emerging markets have far lower trading volumes and less liquidity than developed markets. Since these markets are often small, they may be more likely to suffer sharp and frequent price changes or long-term price
depression because of adverse publicity, investor perceptions or the actions of a few large investors. In addition, traditional measures of investment value used in the United States, such as price to earnings ratios, may not apply to certain small
markets. Also, there may be less publicly available information about issuers in emerging markets than would be available about issuers in more developed </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">69 </P>


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capital markets, and such issuers may not be subject to accounting, auditing and financial reporting standards and requirements comparable to those to which U.S. companies are subject. In certain
countries with emerging capital markets, reporting standards vary widely. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Many emerging markets have histories of
political instability and abrupt changes in policies and these countries may lack the social, political and economic stability characteristic of more developed countries. As a result, their governments are more likely to take actions that are
hostile or detrimental to private enterprise or foreign investment than those of more developed countries, including expropriation of assets, confiscatory taxation, high rates of inflation or unfavorable diplomatic developments. In the past,
governments of such nations have expropriated substantial amounts of private property, and most claims of the property owners have never been fully settled. There is no assurance that such expropriations will not reoccur. In such an event, it is
possible that the Trust could lose the entire value of its investments in the affected market. Some countries have pervasiveness of corruption and crime that may hinder investments. Certain emerging markets may also face other significant internal
or external risks, including the risk of war, and ethnic, religious and racial conflicts. In addition, governments in many emerging market countries participate to a significant degree in their economies and securities markets, which may impair
investment and economic growth. National policies that may limit the Trust&#146;s investment opportunities include restrictions on investment in issuers or industries deemed sensitive to national interests. In such a dynamic environment, there can
be no assurance that any or all of these capital markets will continue to present viable investment opportunities for the Trust. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Emerging markets may also have differing legal systems and the existence or possible imposition of exchange controls,
custodial restrictions or other foreign or U.S. governmental laws or restrictions applicable to such investments. Sometimes, they may lack or be in the relatively early development of legal structures governing private and foreign investments and
private property. In addition to withholding taxes on investment income, some countries with emerging markets may impose differential capital gains taxes on foreign investors. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Practices in relation to settlement of securities transactions in emerging markets involve higher risks than those in
developed markets, in part because the Trust will need to use brokers and counterparties that are less well capitalized, and custody and registration of assets in some countries may be unreliable. The possibility of fraud, negligence, undue
influence being exerted by the issuer or refusal to recognize ownership exists in some emerging markets, and, along with other factors, could result in ownership registration being completely lost. The Trust would absorb any loss resulting from such
registration problems and may have no successful claim for compensation. In addition, communications between the United States and emerging market countries may be unreliable, increasing the risk of delayed settlements or losses of security
certificates. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Frontier Markets Risk </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Frontier countries generally have smaller economies or less developed capital markets than traditional emerging markets, and,
as a result, the risks of investing in emerging market countries are magnified in frontier countries. The economies of frontier countries are less correlated to global economic cycles than those of their more developed counterparts and their markets
have low trading volumes and the potential for extreme price volatility and illiquidity. This volatility may be further heightened by the actions of a few major investors. For example, a substantial increase or decrease in cash flows of mutual funds
investing in these markets could significantly affect local stock prices and, therefore, the net asset value of the Trust&#146;s shares. These factors make investing in frontier countries significantly riskier than in other countries and any one of
them could cause the net asset value of the Trust&#146;s shares to decline. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Governments of many frontier countries in
which the Trust may invest may exercise substantial influence over many aspects of the private sector. In some cases, the governments of such frontier countries may own or control certain companies. Accordingly, government actions could have a
significant effect on economic conditions in a frontier country and on market conditions, prices and yields of securities in the Trust&#146;s portfolio. Moreover, the economies of frontier countries may be heavily dependent upon international trade
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">70 </P>


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accordingly, have been and may continue to be, adversely affected by trade barriers, exchange controls, managed adjustments in relative currency values and other protectionist measures imposed or
negotiated by the countries with which they trade. These economies also have been and may continue to be adversely affected by economic conditions in the countries with which they trade. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Certain foreign governments in countries in which the Trust may invest levy withholding or other taxes on dividend and
interest income. Although in some countries a portion of these taxes are recoverable, the <FONT STYLE="white-space:nowrap">non-recovered</FONT> portion of foreign withholding taxes will reduce the income received from investments in such countries.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">From time to time, certain companies in which the Trust may invest may operate in, or have dealings with, countries
subject to sanctions or embargoes imposed by the U.S. government and the United Nations and/or countries identified by the U.S. government as state sponsors of terrorism. A company may suffer damage to its reputation if it is identified as a company
that operates in, or has dealings with, countries subject to sanctions or embargoes imposed by the U.S. government and the United Nations and/or countries identified by the U.S. government as state sponsors of terrorism. As an investor in such
companies, the Trust will be indirectly subject to those risks. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Investment in equity securities of issuers operating in
certain frontier countries is restricted or controlled to varying degrees. These restrictions or controls may at times limit or preclude foreign investment in equity securities of issuers operating in certain frontier countries and increase the
costs and expenses of the Trust. Certain frontier countries require governmental approval prior to investments by foreign persons, limit the amount of investment by foreign persons in a particular issuer, limit the investment by foreign persons only
to a specific class of securities of an issuer that may have less advantageous rights than the classes available for purchase by domiciliaries of the countries and/or impose additional taxes on foreign investors. Certain frontier countries may also
restrict investment opportunities in issuers in industries deemed important to national interests. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Frontier countries may
require governmental approval for the repatriation of investment income, capital or the proceeds of sales of securities by foreign investors, such as the Trust. In addition, if deterioration occurs in a frontier country&#146;s balance of payments,
the country could impose temporary restrictions on foreign capital remittances. The Trust could be adversely affected by delays in, or a refusal to grant, any required governmental approval for repatriation of capital, as well as by the application
to the Trust of any restrictions on investments. Investing in local markets in frontier countries may require the Trust to adopt special procedures, seek local government approvals or take other actions, each of which may involve additional costs to
the Trust. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Foreign Currency Risk </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Because the Trust may invest in securities denominated or quoted in currencies other than the U.S. dollar, changes in foreign
currency exchange rates may affect the value of securities held by the Trust and the unrealized appreciation or depreciation of investments. Currencies of certain countries may be volatile and therefore may affect the value of securities denominated
in such currencies, which means that the Trust&#146;s NAV could decline as a result of changes in the exchange rates between foreign currencies and the U.S. dollar. The Advisor may, but is not required to, elect for the Trust to seek to protect
itself from changes in currency exchange rates through hedging transactions depending on market conditions. In addition, certain countries, particularly emerging market countries, may impose foreign currency exchange controls or other restrictions
on the transferability, repatriation or convertibility of currency. </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">71 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Leverage Risk </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The use of leverage creates an opportunity for increased common share net investment income dividends, but also creates risks
for the holders of common shares. The Trust cannot assure you that the use of leverage, if employed, will result in a higher yield on the common shares. Any leveraging strategy the Trust employs may not be successful. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Leverage involves risks and special considerations for common shareholders, including: </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="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 likelihood of greater volatility of NAV, market price and distribution rate of the common shares than a
comparable portfolio without leverage; </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 risk that fluctuations in interest rates or dividend rates on any leverage that the Trust must pay will
reduce the return to the common shareholders; </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 effect of leverage in a declining market, which is likely to cause a greater decline in the NAV of the
common shares than if the Trust were not leveraged, which may result in a greater decline in the market price of the common shares; </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">when the Trust uses financial leverage, the management fee payable to the Advisor will be higher than if the
Trust did not use leverage; and </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">leverage may increase operating costs, which may reduce total return. </P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Any decline in the NAV of the Trust&#146;s investments will be borne entirely by the holders of common shares. Therefore, if
the market value of the Trust&#146;s portfolio declines, leverage will result in a greater decrease in NAV to the holders of common shares than if the Trust were not leveraged. This greater NAV decrease will also tend to cause a greater decline in
the market price for the common shares. While the Trust may from time to time consider reducing any outstanding leverage in response to actual or anticipated changes in interest rates in an effort to mitigate the increased volatility of current
income and NAV associated with leverage, there can be no assurance that the Trust will actually reduce any outstanding leverage in the future or that any reduction, if undertaken, will benefit the holders of common shares. Changes in the future
direction of interest rates are very difficult to predict accurately. If the Trust were to reduce any outstanding leverage based on a prediction about future changes to interest rates, and that prediction turned out to be incorrect, the reduction in
any outstanding leverage would likely operate to reduce the income and/or total returns to holders of common shares relative to the circumstance where the Trust had not reduced any of its outstanding leverage. The Trust may decide that this risk
outweighs the likelihood of achieving the desired reduction to volatility in income and share price if the prediction were to turn out to be correct, and determine not to reduce any of its outstanding leverage as described above. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Trust currently does not intend to borrow money or issue debt securities or preferred shares, but may in the future borrow
funds from banks or other financial institutions, or issue debt securities or preferred shares, as described in this prospectus. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Because the Trust&#146;s investment management fee is calculated as a percentage of the Trust&#146;s Managed Assets, which
include those assets purchased with leverage, during periods in which the Trust is using leverage, the fee paid to the Advisor will be higher than if the Trust did not use leverage. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Certain types of leverage the Trust may use may result in the Trust being subject to covenants relating to asset coverage and
portfolio composition requirements. The Trust may be subject to certain restrictions on investments imposed by guidelines of one or more rating agencies, which may issue ratings for any debt securities or preferred shares issued by the Trust. The
terms of any borrowings or these rating agency guidelines may impose asset coverage or portfolio composition requirements that are more stringent than those imposed by the Investment Company Act. The Advisor does not believe that these covenants or
guidelines will impede it from managing the Trust&#146;s portfolio in accordance with the Trust&#146;s investment objectives 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">72 </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; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In addition to the foregoing, the use of leverage treated as indebtedness of the
Trust for U.S. federal income tax purposes may reduce the amount of Trust dividends that are otherwise eligible for the dividends received deduction in the hands of corporate shareholders. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Trust may invest in the securities of other investment companies. Such investment companies may also be leveraged, and
will therefore be subject to the leverage risks described above. This additional leverage may in certain market conditions reduce the NAV of the Trust&#146;s common shares and the returns to the holders of common shares. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Repurchase Agreements Risk </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Subject to its investment objectives and policies, the Trust may enter into repurchase agreements. Repurchase agreements
typically involve the acquisition by the Trust of fixed-income securities from a selling financial institution such as a bank, savings and loan association or broker-dealer. The agreement provides that the Trust will sell the securities back to the
institution at a fixed time in the future. The Trust does not bear the risk of a decline in the value of the underlying security unless the seller defaults under its repurchase obligation. In the event of the bankruptcy or other default of a seller
of a repurchase agreement, the Trust could experience both delays in liquidating the underlying securities and losses, including possible decline in the value of the underlying security during the period in which the Trust seeks to enforce its
rights thereto; possible lack of access to income on the underlying security during this period; and expenses of enforcing its rights. While repurchase agreements involve certain risks not associated with direct investments in fixed-income
securities, the Trust follows procedures approved by the Board that are designed to minimize such risks. In addition, the value of the collateral underlying the repurchase agreement will be at least equal to the repurchase price, including any
accrued interest earned on the repurchase agreement. In the event of a default or bankruptcy by a selling financial institution, the Trust generally will seek to liquidate such collateral. However, the exercise of the Trust&#146;s right to liquidate
such collateral could involve certain costs or delays and, to the extent that proceeds from any sale upon a default of the obligation to repurchase were less than the repurchase price, the Trust could suffer a loss. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Reverse Repurchase Agreements Risk </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Reverse repurchase agreements involve the risks that the interest income earned on the investment of the proceeds will be less
than the interest expense of the Trust, that the market value of the securities sold by the Trust may decline below the price at which the Trust is obligated to repurchase the securities and that the securities may not be returned to the Trust.
There is no assurance that reverse repurchase agreements can be successfully employed. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Dollar Roll Transactions Risk </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Dollar roll transactions involve the risk that the market value of the securities the Trust is required to purchase may decline
below the agreed upon repurchase price of those securities. If the broker/dealer to which the Trust sells securities becomes insolvent, the Trust&#146;s right to purchase or repurchase securities may be restricted. Successful use of dollar rolls may
depend upon the Advisor&#146;s ability to predict correctly interest rates and prepayments. There is no assurance that dollar rolls can be successfully employed. These transactions may involve leverage. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>When-Issued, Forward Commitment and Delayed Delivery Transactions Risk </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Trust may purchase securities on a when-issued basis (including on a forward commitment or &#147;TBA&#148; (to be
announced) basis) and may purchase or sell securities for delayed delivery. When-issued and delayed delivery transactions occur when securities are purchased or sold by the Trust with payment and delivery taking place in the future to secure an
advantageous yield or price. Securities purchased on a when-issued or delayed delivery basis may expose the Trust to counterparty risk of default as well as the risk that securities may </P>
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experience fluctuations in value prior to their actual delivery. The Trust will not accrue income with respect to a when-issued or delayed delivery security prior to its stated delivery date.
Purchasing securities on a when-issued or delayed delivery basis can involve the additional risk that the price or yield available in the market when the delivery takes place may not be as favorable as that obtained in the transaction itself. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Event Risk </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Event risk is
the risk that corporate issuers may undergo restructurings, such as mergers, leveraged buyouts, takeovers, or similar events financed by increased debt. As a result of the added debt, the credit quality and market value of a company&#146;s
securities may decline significantly. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Defensive Investing Risk </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">For defensive purposes, the Trust may allocate assets into cash or short-term fixed-income securities without limitation. In
doing so, the Trust may succeed in avoiding losses but may otherwise fail to achieve its investment objectives. Further, the value of short-term fixed-income securities may be affected by changing interest rates and by changes in credit ratings of
the investments. If the Trust holds cash uninvested it will be subject to the credit risk of the depository institution holding the cash. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Structured
Investments Risks </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Trust may invest in structured products, including structured notes, ELNs and other types of
structured products. Holders of structured products bear the risks of the underlying investments, index or reference obligation and are subject to counterparty risk. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Trust may have the right to receive payments only from the structured product and generally does not have direct rights
against the issuer or the entity that sold the assets to be securitized. While certain structured products 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 products generally pay their share of the structured product&#146;s administrative and other expenses. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Although it is difficult to predict whether the prices of indices and securities underlying structured products will rise or
fall, these prices (and, therefore, the prices of structured products) will be influenced by the same types of political and economic events that affect issuers of securities and capital markets generally. If the issuer of a structured product uses
shorter term financing to purchase longer term securities, the issuer may be forced to sell its securities at below market prices if it experiences difficulty in obtaining such financing, which may adversely affect the value of the structured
products owned by the Trust. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I>Structured Notes Risk</I></B>. Investments in structured notes involve risks,
including credit risk and market risk. Where the Trust&#146;s investments in structured notes are based upon the movement of one or more factors, including currency exchange rates, interest rates, referenced bonds and stock indices, depending on the
factor used and the use of multipliers or deflators, changes in interest rates and movement of the factor may cause significant price fluctuations. Additionally, changes in the reference instrument or security may cause the interest rate on the
structured note to be reduced to zero and any further changes in the reference instrument may then reduce the principal amount payable on maturity. Structured notes may be less liquid than other types of securities and more volatile than the
reference instrument or security underlying the note. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I>Equity-Linked Notes Risk</I></B>. ELNs are hybrid securities
with characteristics of both fixed-income and equity securities. An ELN is a debt instrument, usually a bond, that pays interest based upon the performance of an underlying equity, which can be a single stock, basket of stocks or an equity index.
The interest payment on an ELN may in some cases be leveraged so that, in percentage terms, it exceeds the relative performance of the market. ELNs generally are subject to the risks associated with the securities of equity issuers, default risk and
</P>
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counterparty risk. Additionally, because the Trust may use ELNs as an alternative or complement to its options strategy, the use of ELNs in this manner would expose the Trust to the risk that
such ELNs will not perform as anticipated, and the risk that the use of ELNs will expose the Trust to different or additional default and counterparty risk as compared to a similar investment executed in an options strategy. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I>Credit-Linked Notes Risk</I></B>. A CLN is a derivative instrument. It is a synthetic obligation between two or more
parties where the payment of principal and/or interest is based on the performance of some obligation (a reference obligation). In addition to the credit risk of the reference obligations and interest rate risk, the buyer/seller of the CLN is
subject to counterparty risk. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I>Event-Linked Securities Risk</I></B>. Event-linked securities are a form of
derivative issued by insurance companies and insurance-related special purpose vehicles that apply securitization techniques to catastrophic property and casualty damages. Unlike other insurable <FONT STYLE="white-space:nowrap">low-severity,</FONT>
high-probability events, the insurance risk of which can be diversified by writing large numbers of similar policies, the holders of a typical event-linked securities are exposed to the risks from high-severity,
<FONT STYLE="white-space:nowrap">low-probability</FONT> events such as that posed by major earthquakes or hurricanes. If a catastrophe occurs that &#147;triggers&#148; the event-linked security, investors in such security may lose some or all of the
capital invested. In the case of an event, the funds are paid to the bond sponsor&#151;an insurer, reinsurer or corporation&#151;to cover losses. In return, the bond sponsors pay interest to investors for this catastrophe protection. Event-linked
securities can be structured to <FONT STYLE="white-space:nowrap">pay-off</FONT> on three types of variables&#151;insurance-industry catastrophe loss indices, insured-specific catastrophe losses and parametric indices based on the physical
characteristics of catastrophic events. Such variables are difficult to predict or model, and the risk and potential return profiles of event-linked securities may be difficult to assess. Catastrophe-related event-linked securities have been in use
since the 1990s, and the securitization and risk-transfer aspects of such event-linked securities are beginning to be employed in other insurance and risk-related areas. No active trading market may exist for certain event-linked securities, which
may impair the ability of the Trust to realize full value in the event of the need to liquidate such assets. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Investment Companies and ETFs Risk
</B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Subject to the limitations set forth in the Investment Company Act, the Trust&#146;s investment policies and the
Trust&#146;s governing documents or as otherwise permitted by the SEC, the Trust may acquire shares in other investment companies, including ETFs or BDCs, some of which may be affiliated investment companies of the Advisor. The market value of the
shares of other investment companies may differ from their NAV. As an investor in investment companies, including ETFs or BDCs, the Trust would bear its ratable share of that entity&#146;s expenses, including its investment advisory and
administration fees, while continuing to pay its own advisory and administration fees and other expenses (to the extent not offset by the Advisor through waivers). As a result, shareholders will be absorbing duplicate levels of fees with respect to
investments in other investment companies, including ETFs or BDCs (to the extent not offset by the Advisor through waivers). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The securities of other investment companies, including ETFs or BDCs, in which the Trust may invest may be leveraged. As a
result, the Trust may be indirectly exposed to leverage through an investment in such securities. An investment in securities of other investment companies, including ETFs or BDCs, that use leverage may expose the Trust to higher volatility in the
market value of such securities and the possibility that the Trust&#146;s long-term returns on such securities (and, indirectly, the long-term returns of the Trust&#146;s common shares) will be diminished. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">ETFs are generally not actively managed and may be affected by a general decline in market segments relating to its index. An
ETF typically invests in securities included in, or representative of, its index regardless of their investment merits and does not attempt to take defensive positions in declining markets. </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>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Strategic Transactions and Derivatives Risk </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Trust may engage in various Strategic Transactions for duration management and other risk management purposes, including to
attempt to protect against possible changes in the market value of the Trust&#146;s portfolio resulting from trends in the securities markets and changes in interest rates or to protect the Trust&#146;s unrealized gains in the value of its portfolio
securities, to facilitate the sale of portfolio securities for investment purposes or to establish a position in the securities markets as a temporary substitute for purchasing particular securities or to enhance income or gain. Derivatives are
financial contracts or instruments whose value depends on, or is derived from, the value of an underlying asset, reference rate or index (or relationship between two indices). The Trust also may use derivatives to add leverage to the portfolio
and/or to hedge against increases in the Trust&#146;s costs associated with any leverage strategy that it may employ. The use of Strategic Transactions to enhance current income may be particularly speculative. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Strategic Transactions involve risks. The risks associated with Strategic Transactions include (i)&nbsp;the imperfect
correlation between the value of such instruments and the underlying assets, (ii)&nbsp;the possible default of the counterparty to the transaction, (iii)&nbsp;illiquidity of the derivative instruments, and (iv)&nbsp;high volatility losses caused by
unanticipated market movements, which are potentially unlimited. Although both OTC and exchange-traded derivatives markets may experience a lack of liquidity, OTC <FONT STYLE="white-space:nowrap">non-standardized</FONT> derivative transactions are
generally less liquid than exchange-traded instruments. The illiquidity of the derivatives markets may be due to various factors, including congestion, disorderly markets, limitations on deliverable supplies, the participation of speculators,
government regulation and intervention, and technical and operational or system failures. In addition, daily limits on price fluctuations and speculative position limits on exchanges on which the Trust may conduct its transactions in derivative
instruments may prevent prompt liquidation of positions, subjecting the Trust to the potential of greater losses. Furthermore, the Trust&#146;s ability to successfully use Strategic Transactions depends on the Advisor&#146;s ability to predict
pertinent securities prices, interest rates, currency exchange rates and other economic factors, which cannot be assured. The use of Strategic Transactions may result in losses greater than if they had not been used, may require the Trust to sell or
purchase portfolio securities at inopportune times or for prices other than current market values, may limit the amount of appreciation the Trust can realize on an investment or may cause the Trust to hold a security that it might otherwise sell.
Additionally, segregated or earmarked liquid assets, amounts paid by the Trust as premiums and cash or other assets held in margin accounts with respect to Strategic Transactions are not otherwise available to the Trust for investment purposes.
Please see the Trust&#146;s SAI for a more detailed description of Strategic Transactions and the various derivative instruments the Trust may use and the various risks associated with them. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Exchange-traded derivatives and OTC derivative transactions submitted for clearing through a central counterparty have become
subject to minimum initial and variation margin requirements set by the relevant clearinghouse, as well as possible margin requirements mandated by the SEC or the CFTC. The CFTC and federal banking regulators also have imposed margin requirements on
<FONT STYLE="white-space:nowrap">non-cleared</FONT> OTC derivatives, and the SEC has finalized its <FONT STYLE="white-space:nowrap">non-cleared</FONT> margin requirements for security-based swaps, which are expected to go into effect in late 2021
after a compliance period. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Many OTC derivatives are valued on the basis of dealers&#146; pricing of these instruments.
However, the price at which dealers value a particular derivative and the price that the same dealers would actually be willing to pay for such derivative should the Trust wish or be forced to sell such position may be materially different. Such
differences can result in an overstatement of the Trust&#146;s NAV and may materially adversely affect the Trust in situations in which the Trust is required to sell derivative instruments. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">While hedging can reduce or eliminate losses, it can also reduce or eliminate gains. Hedges are sometimes subject to imperfect
matching between the derivative and the underlying security, and there can be no assurance that the Trust&#146;s hedging transactions will be effective. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Derivatives may give rise to a form of leverage and may expose the Trust to greater risk and increase its costs. Recent
legislation calls for new regulation of the derivatives markets. The extent and impact of the </P>
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regulation is not yet known and may not be known for some time. New regulation may make derivatives more costly, may limit the availability of derivatives, or may otherwise adversely affect the
value or performance of derivatives. </P>  <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">On October&nbsp;28, 2020, the SEC adopted new regulations governing the use of
derivatives by registered investment companies (&#147;Rule <FONT STYLE="white-space:nowrap">18f-4&#148;).</FONT> The Trust will be required to implement and comply with Rule <FONT STYLE="white-space:nowrap">18f-4</FONT> by August&nbsp;19, 2022. Once
implemented, Rule <FONT STYLE="white-space:nowrap">18f-4</FONT> will impose limits on the amount of derivatives a fund can enter into, eliminate the asset segregation framework currently used by funds to comply with Section&nbsp;18 of the Investment
Company Act, treat derivatives as senior securities and require funds whose use of derivatives is more than a limited specified exposure amount to establish and maintain a comprehensive derivatives risk management program and appoint a derivatives
risk manager. </P>  <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I>Counterparty Risk</I></B>. The Trust will be subject to credit risk with respect to the
counterparties to the derivative contracts entered into by the Trust. Because derivative transactions in which the Trust may engage may involve instruments that are not traded on an exchange or cleared through a central counterparty but are instead
traded between counterparties based on contractual relationships, the Trust is subject to the risk that a counterparty will not perform its obligations under the related contracts. If a counterparty becomes bankrupt or otherwise fails to perform its
obligations due to financial difficulties, the Trust may experience significant delays in obtaining any recovery in bankruptcy or other reorganization proceedings. The Trust may obtain only a limited recovery, or may obtain no recovery, in such
circumstances. Although the Trust intends to enter into transactions only with counterparties that the Advisor believes to be creditworthy, there can be no assurance that, as a result, a counterparty will not default and that the Trust will not
sustain a loss on a transaction. In the event of the counterparty&#146;s bankruptcy or insolvency, the Trust&#146;s collateral may be subject to the conflicting claims of the counterparty&#146;s creditors, and the Trust may be exposed to the risk of
a court treating the Trust as a general unsecured creditor of the counterparty, rather than as the owner of the collateral. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The counterparty risk for cleared derivatives is generally lower than for uncleared OTC derivative transactions since
generally a clearing organization becomes substituted for each counterparty to a cleared derivative contract and, in effect, guarantees the parties&#146; performance under the contract as each party to a trade looks only to the clearing organization
for performance of financial obligations under the derivative contract. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">However, there can be no assurance that a
clearing organization, or its members, will satisfy its obligations to the Trust, or that the Trust would be able to recover the full amount of assets deposited on its behalf with the clearing organization in the event of the default by the clearing
organization or the Trust&#146;s clearing broker. In addition, cleared derivative transactions benefit from daily <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">marking-to-market</FONT></FONT> and settlement, and segregation and
minimum capital requirements applicable to intermediaries. Uncleared OTC derivative transactions generally do not benefit from such protections. This exposes the Trust to the risk that a counterparty will not settle a transaction in accordance with
its terms and conditions because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing the Trust to suffer a loss. Such &#147;counterparty risk&#148; is accentuated for
contracts with longer maturities where events may intervene to prevent settlement, or where the Trust has concentrated its transactions with a single or small group of counterparties. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In addition, the Trust is subject to the risk that issuers of the instruments in which it invests and trades may default on
their obligations under those instruments, and that certain events may occur that have an immediate and significant adverse effect on the value of those instruments. There can be no assurance that an issuer of an instrument in which the Trust
invests will not default, or that an event that has an immediate and significant adverse effect on the value of an instrument will not occur, and that the Trust will not sustain a loss on a transaction as a result. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I>Swaps Risk</I></B>. Swaps are a type of derivative. Swap agreements involve the risk that the party with which the Trust
has entered into the swap will default on its obligation to pay the Trust and the risk that the Trust will not </P>
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be able to meet its obligations to pay the other party to the agreement. In order to seek to hedge the value of the Trust&#146;s portfolio, to hedge against increases in the Trust&#146;s cost
associated with interest payments on any outstanding borrowings or to seek to increase the Trust&#146;s return, the Trust may enter into swaps, including interest rate swap, total return swap (sometimes referred to as a &#147;contract for
difference&#148;) and/or credit default swap transactions. In interest rate swap transactions, there is a risk that yields will move in the direction opposite of the direction anticipated by the Trust, which would cause the Trust to make payments to
its counterparty in the transaction that could adversely affect Trust performance. In addition to the risks applicable to swaps generally (including counterparty risk, high volatility, illiquidity risk and credit risk), credit default swap
transactions involve special risks because they are difficult to value, are highly susceptible to liquidity and credit risk, and generally pay a return to the party that has paid the premium only in the event of an actual default by the issuer of
the underlying obligation (as opposed to a credit downgrade or other indication of financial difficulty). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Historically,
swap transactions have been individually negotiated <FONT STYLE="white-space:nowrap">non-standardized</FONT> transactions entered into in OTC markets and have not been subject to the same type of government regulation as exchange-traded instruments.
However, since the global financial crisis, the OTC derivatives markets have become subject to comprehensive statutes and regulations. In particular, in the United States, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the
&#147;Dodd-Frank Act&#148;), signed into law by President Obama on July&nbsp;21, 2010, requires that certain derivatives with U.S. persons must be executed on a regulated market and a substantial portion of OTC derivatives must be submitted for
clearing to regulated clearinghouses. As a result, swap transactions entered into by the Trust may become subject to various requirements applicable to swaps under the Dodd-Frank Act, including clearing, exchange-execution, reporting and
recordkeeping requirements, which may make it more difficult and costly for the Trust to enter into swap transactions and may also render certain strategies in which the Trust might otherwise engage impossible or so costly that they will no longer
be economical to implement. Furthermore, the number of counterparties that may be willing to enter into swap transactions with the Trust may also be limited if the swap transactions with the Trust are subject to the swap regulation under the
Dodd-Frank Act. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Credit default and total return swap agreements may effectively add leverage to the Trust&#146;s
portfolio because, in addition to its Managed Assets, the Trust would be subject to investment exposure on the notional amount of the swap. Total return swap agreements are subject to the risk that a counterparty will default on its payment
obligations to the Trust thereunder. The Trust is not required to enter into swap transactions for hedging purposes or to enhance income or gain and may choose not to do so. In addition, the swaps market is subject to a changing regulatory
environment. It is possible that regulatory or other developments in the swaps market could adversely affect the Trust&#146;s ability to successfully use swaps. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Securities Lending Risk </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Trust may lend securities to financial institutions. Securities lending involves exposure to certain risks, including
operational risk (i.e., the risk of losses resulting from problems in the settlement and accounting process), &#147;gap&#148; risk (i.e., the risk of a mismatch between the return on cash collateral reinvestments and the fees the Trust has agreed to
pay a borrower), and credit, legal, counterparty and market risk. If a securities lending counterparty were to default, the Trust would be subject to the risk of a possible delay in receiving collateral or in recovering the loaned securities, or to
a possible loss of rights in the collateral. In the event a borrower does not return the Trust&#146;s securities as agreed, the Trust may experience losses if the proceeds received from liquidating the collateral do not at least equal the value of
the loaned security at the time the collateral is liquidated, plus the transaction costs incurred in purchasing replacement securities. This event could trigger adverse tax consequences for the Trust. The Trust could lose money if its short-term
investment of the collateral declines in value over the period of the loan. Substitute payments for dividends received by the Trust for securities loaned out by the Trust will generally not be considered qualified dividend income. The securities
lending agent will take the tax effects on shareholders of this difference into account in connection with the Trust&#146;s securities lending program. Substitute payments received on <FONT STYLE="white-space:nowrap">tax-exempt</FONT> securities
loaned out will generally not be <FONT STYLE="white-space:nowrap">tax-exempt</FONT> 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">78 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Inflation Risk </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Inflation risk is the risk that the value of assets or income from investment will be worth less in the future, as inflation
decreases the value of money. As inflation increases, the real value of the common shares and distributions on those shares can decline. In addition, during any periods of rising inflation, interest rates on any borrowings by the Trust would likely
increase, which would tend to further reduce returns to the holders of common shares. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Deflation Risk </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Deflation risk is the risk that prices throughout the economy decline over time, which may have an adverse effect on the market
valuation of companies, their assets and their revenues. In addition, 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 Trust&#146;s
portfolio. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Risk Associated with Recent Market Events </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Stresses associated with the 2008 financial crisis in the United States and global economies peaked approximately a decade ago,
but periods of unusually high volatility in the financial markets and restrictive credit conditions, sometimes limited to a particular sector or a geography, continue to recur. Some countries, including the United States, have adopted and/or are
considering the adoption of more protectionist trade policies, a move away from the tighter financial industry regulations that followed the financial crisis, and/or substantially reducing corporate taxes. The exact shape of these policies is still
being considered, but the equity and debt markets may react strongly to expectations of change, which could increase volatility, especially if the market&#146;s expectations are not borne out. A rise in protectionist trade policies, and the
possibility of changes to some international trade agreements, could affect the economies of many nations in ways that cannot necessarily be foreseen at the present time. In addition, geopolitical and other risks, including environmental and public
health, may add to instability in world economies and markets generally. Economies and financial markets throughout the world are becoming increasingly interconnected. As a result, whether or not the Trust invests in securities of issuers located in
or with significant exposure to countries experiencing economic, political and/or financial difficulties, the value and liquidity of the Trust&#146;s investments may be negatively affected by such events. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">An outbreak of respiratory disease caused by a novel coronavirus was first detected in China in December 2019 and has now
developed into a global pandemic. This pandemic has resulted in closing borders, enhanced health screenings, healthcare service preparation and delivery, quarantines, cancellations, disruptions to supply chains and customer activity, as well as
general concern and uncertainty. The impact of this pandemic, and other pandemics and epidemics that may arise in the future, could affect the economies of many nations, individual companies and the markets in general in ways that cannot necessarily
be foreseen at the present time. In addition, the impact of infectious diseases in developing or emerging market countries may be greater due to less established health care systems. Health crises caused by the novel coronavirus pandemic may
exacerbate other <FONT STYLE="white-space:nowrap">pre-existing</FONT> political, social and economic risks in certain countries. The impact of the pandemic may last for an extended period of time. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>EMU and Redenomination Risk </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">As the European debt crisis progressed, the possibility of one or more Eurozone countries exiting the EMU, or even the collapse
of the Euro as a common currency, arose, creating significant volatility at times in currency and financial markets generally. The effects of the collapse of the Euro, or of the exit of one or more countries from the EMU, on the U.S. and global
economy and securities markets are impossible to predict and any such events could have a significant adverse impact on the value and risk profile of the Trust&#146;s portfolio. Any partial or complete dissolution of the EMU could have significant
adverse effects on currency and financial markets, and on the values of the Trust&#146;s portfolio investments. If one or more EMU countries were to stop using the Euro </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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as its primary currency, the Trust&#146;s investments in such countries may be redenominated into a different or newly adopted currency. As a result, the value of those investments could decline
significantly and unpredictably. In addition, securities or other investments that are redenominated may be subject to foreign currency risk, illiquidity risk and valuation risk to a greater extent than similar investments currently denominated in
Euros. To the extent a currency used for redenomination purposes is not specified in respect of certain <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 Trust 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:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Market Disruption and Geopolitical Risk </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The occurrence of events similar to those in recent years, such as the aftermath of the war in Iraq, instability in
Afghanistan, Pakistan, Egypt, Libya, Syria, Russia, Ukraine and the Middle East, new and ongoing epidemics and pandemics of infectious diseases and other global health events, natural/environmental disasters, terrorist attacks in the United States
and around the world, social and political discord, debt crises (such as the Greek crisis), sovereign debt downgrades, increasingly strained relations between the United States and a number of foreign countries, including traditional allies, such as
certain European countries, and historical adversaries, such as North Korea, Iran, China and Russia, and the international community generally, new and continued political unrest in various countries, such as Venezuela and Spain, the exit or
potential exit of one or more countries from the EU or the EMU, continued changes in the balance of political power among and within the branches of the U.S. government, among others, may result in market volatility, may have long term effects on
the U.S. and worldwide financial markets, and may cause further economic uncertainties in the United States and worldwide. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">China and the United States have each recently imposed tariffs on the other country&#146;s products. These actions may trigger
a significant reduction in international trade, the oversupply of certain manufactured goods, substantial price reductions of goods and possible failure of individual companies and/or large segments of China&#146;s export industry, which could have
a negative impact on the Trust&#146;s performance. U.S. companies that source material and goods from China and those that make large amounts of sales in China would be particularly vulnerable to an escalation of trade tensions. Uncertainty
regarding the outcome of the trade tensions and the potential for a trade war could cause the U.S. dollar to decline against safe haven currencies, such as the Japanese yen and the euro. Events such as these and their consequences are difficult to
predict and it is unclear whether further tariffs may be imposed or other escalating actions may be taken in the future. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The decision made in the British referendum of June&nbsp;23, 2016 to leave the EU, an event widely referred to as
&#147;Brexit,&#148; has led to volatility in the financial markets of the UK and more broadly across Europe and may also lead to weakening in consumer, corporate and financial confidence in such markets. Pursuant to an agreement between the UK and
the EU, the UK left the EU on January&nbsp;31, 2020. The UK and EU have reached an agreement effective January&nbsp;1, 2021 on the terms of their future trading relationship relating principally to the trading of goods; however, negotiations are
ongoing for matters not covered by the agreement, such as the trade of financial services. The longer term economic, legal, political and social framework to be put in place between the UK and the EU remains unclear at this stage and ongoing
political and economic uncertainty and periods of exacerbated volatility in both the UK and in wider European markets may continue for some time. In particular, the decision made in the British referendum may lead to a call for similar referendums
in other European jurisdictions which may cause increased economic volatility in the European and global markets. This uncertainty may have an adverse effect on the economy generally and on the ability of the Trust and its investments to execute
their respective strategies and to receive attractive returns. In particular, currency volatility may mean that the returns of the Trust and its investments are adversely affected by market movements and may make it more difficult, or more
expensive, if the Trust elects to execute currency hedges. Potential decline in the value of the British Pound and/or the Euro against other currencies, along with the potential downgrading of the UK&#146;s sovereign credit rating, may also have an
impact on the performance of portfolio </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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companies or investments located in the UK or Europe. In light of the above, no definitive assessment can currently be made regarding the impact that Brexit will have on the Trust, its
investments or its organization more generally. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The occurrence of any of these above events could have a significant
adverse impact on the value and risk profile of the Trust&#146;s portfolio. The Trust does not know how long the securities markets may be affected by similar events and cannot predict the effects of similar events in the future on the U.S. economy
and securities markets. There can be no assurance that similar events and other market disruptions will not have other material and adverse implications. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Regulation and Government Intervention Risk </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The U.S. Government and the Federal Reserve, as well as certain foreign governments, recently have taken unprecedented actions
designed to support certain financial institutions and segments of the financial markets that experienced extreme volatility, such as implementing stimulus packages, providing liquidity in fixed-income, commercial paper and other markets and
providing tax breaks, among other actions. The reduction or withdrawal of Federal Reserve or other U.S. or <FONT STYLE="white-space:nowrap">non-U.S.</FONT> governmental support could negatively affect financial markets generally and reduce the value
and liquidity of certain securities. Additionally, with the cessation of certain market support activities, the Trust may face a heightened level of interest rate risk as a result of a rise or increased volatility in interest rates. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Federal, state, and other governments, their regulatory agencies or self-regulatory organizations may take actions that affect
the regulation of the issuers in which the Trust invests. Legislation or regulation may also change the way in which the Trust is regulated. Such legislation or regulation could limit or preclude the Trust&#146;s ability to achieve its investment
objectives. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In the aftermath of the global financial crisis, there appears to be a renewed popular, political and
judicial focus on finance related consumer protection. Financial institution practices are also subject to greater scrutiny and criticism generally. In the case of transactions between financial institutions and the general public, there may be a
greater tendency toward strict interpretation of terms and legal rights in favor of the consuming public, particularly where there is a real or perceived disparity in risk allocation and/or where consumers are perceived as not having had an
opportunity to exercise informed consent to the transaction. In the event of conflicting interests between retail investors holding common shares of a <FONT STYLE="white-space:nowrap">closed-end</FONT> investment company such as the Trust and a
large financial institution, a court may similarly seek to strictly interpret terms and legal rights in favor of retail investors. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Trust may be affected by governmental action in ways that are not foreseeable, and there is a possibility that such
actions could have a significant adverse effect on the Trust and its ability to achieve its investment objectives. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B>Regulation as a
&#147;Commodity Pool&#148; </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The CFTC subjects advisers to registered investment companies to regulation by the CFTC if
a fund that is advised by the investment adviser either (i)&nbsp;invests, directly or indirectly, more than a prescribed level of its liquidation value in CFTC-regulated futures, options and swaps (&#147;CFTC Derivatives&#148;), or (ii)&nbsp;markets
itself as providing investment exposure to such instruments. To the extent the Trust uses CFTC Derivatives, it intends to do so below such prescribed levels and will not market itself as a &#147;commodity pool&#148; or a vehicle for trading such
instruments. Accordingly, the Advisor 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 Rule 4.5 under the CEA. The Advisor is not, therefore,
subject to registration or regulation as a &#147;commodity pool operator&#148; under the CEA in respect 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">81 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Failures of Futures Commission Merchants and Clearing Organizations Risk </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Trust is required to deposit funds to margin open positions in cleared derivative instruments (both futures and swaps) with
a clearing broker registered as a &#147;futures commission merchant&#148; (&#147;FCM&#148;). The CEA requires an FCM to segregate all funds received from customers with respect to any orders for the purchase or sale of U.S. domestic futures
contracts and cleared swaps from the FCM&#146;s proprietary assets. Similarly, the CEA requires each FCM to hold in a separate secure account all funds received from customers with respect to any orders for the purchase or sale of foreign futures
contracts and segregate any such funds from the funds received with respect to domestic futures contracts. However, all funds and other property received by an FCM from its customers are held by an FCM on a commingled basis in an omnibus account and
amounts in excess of assets posted to the clearing organization may be invested by an FCM in certain instruments permitted under the applicable regulation. There is a risk that assets deposited by the Trust with any FCM as margin for futures
contracts or commodity options may, in certain circumstances, be used to satisfy losses of other clients of the Trust&#146;s FCM. In addition, the assets of the Trust posted as margin against both swaps and futures contracts may not be fully
protected in the event of the FCM&#146;s bankruptcy. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Legal, Tax and Regulatory Risks </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Legal, tax and regulatory changes could occur that may have material adverse effects on the Trust. For example, the regulatory
and tax environment for derivative instruments in which the Trust may participate is evolving, and such changes in the regulation or taxation of derivative instruments may have material adverse effects on the value of derivative instruments held by
the Trust and the ability of the Trust to pursue its investment strategies. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">To qualify for the favorable U.S. federal
income tax treatment generally accorded to RICs, the Trust must, among other things, derive in each taxable year at least 90% of its gross income from certain prescribed sources and distribute for each taxable year at least 90% of its
&#147;investment company taxable income&#148; (generally, ordinary income plus the excess, if any, of net short-term capital gain over net long-term capital loss). If for any taxable year the Trust does not qualify as a RIC, all of its taxable
income for that year (including its net capital gain) would be subject to tax at regular corporate rates without any deduction for distributions to shareholders, and such distributions would be taxable as ordinary dividends to the extent of the
Trust&#146;s current and accumulated earnings and profits. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Biden presidential administration has called for
significant changes to U.S. fiscal, tax, trade, healthcare, immigration, foreign, and government regulatory policy. In this regard, there is significant uncertainty with respect to legislation, regulation and government policy at the federal level,
as well as the state and local levels. Recent events have created a climate of heightened uncertainty and introduced new and <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">difficult-to-quantify</FONT></FONT> macroeconomic and
political risks with potentially <FONT STYLE="white-space:nowrap">far-reaching</FONT> implications. There has been a corresponding meaningful increase in the uncertainty surrounding interest rates, inflation, foreign exchange rates, trade volumes
and fiscal and monetary policy. To the extent the U.S. Congress or the current presidential administration implements changes to U.S. policy, those changes may impact, among other things, the U.S. and global economy, international trade and
relations, unemployment, immigration, corporate taxes, healthcare, the U.S. regulatory environment, inflation and other areas. Although the Trust cannot predict the impact, if any, of these changes to the Trust&#146;s business, they could adversely
affect the Trust&#146;s business, financial condition, operating results and cash flows. Until the Trust knows what policy changes are made and how those changes impact the Trust&#146;s business and the business of the Trust&#146;s competitors over
the long term, the Trust will not know if, overall, the Trust will benefit from them or be negatively affected by them. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The rules dealing with U.S. federal income taxation are constantly under review by persons involved in the legislative process
and by the IRS and the U.S. Treasury Department. Revisions in U.S. federal tax laws and interpretations of these laws could adversely affect the tax consequences of your investment. </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; font-size:10pt; font-family:Times New Roman"><B>Investment Company Act Regulations </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Trust is a registered <FONT STYLE="white-space:nowrap">closed-end</FONT> management investment company and as such is
subject to regulations under the Investment Company Act. Generally speaking, any contract or provision thereof that is made, or where performance involves a violation of the Investment Company Act or any rule or regulation thereunder is
unenforceable by either party unless a court finds otherwise. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Legislation Risk </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">At any time after the date of this prospectus, legislation may be enacted that could negatively affect the assets of the Trust.
Legislation or regulation may change the way in which the Trust itself is regulated. The Advisor cannot predict the effects of any new governmental regulation that may be implemented and there can be no assurance that any new governmental regulation
will not adversely affect the Trust&#146;s ability to achieve its investment objectives. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Potential Conflicts of Interest of the Advisor and Others
</B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The investment activities of BlackRock, the ultimate parent company of the Advisor, and its Affiliates in the
management of, or their interest in, their own accounts and other accounts they manage, may present conflicts of interest that could disadvantage the Trust and its shareholders. BlackRock and its Affiliates provide investment management services to
other funds and discretionary managed accounts that may follow investment programs similar to that of the Trust. Subject to the requirements of the Investment Company Act, BlackRock and its Affiliates intend to engage in such activities and may
receive compensation from third parties for their services. None of BlackRock or its Affiliates are under any obligation to share any investment opportunity, idea or strategy with the Trust. As a result, BlackRock and its Affiliates may compete with
the Trust for appropriate investment opportunities. The results of the Trust&#146;s investment activities, therefore, may differ from those of an Affiliate or another account managed by an Affiliate and it is possible that the Trust could sustain
losses during periods in which one or more Affiliates and other accounts achieve profits on their trading for proprietary or other accounts. BlackRock has adopted policies and procedures designed to address potential conflicts of interest. For
additional information about potential conflicts of interest and the way in which BlackRock addresses such conflicts, please see &#147;Conflicts of Interest&#148; and &#147;Management of the Trust&#151;Portfolio Management&#151;Potential Material
Conflicts of Interest&#148; in the SAI. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Decision-Making Authority Risk </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Investors have no authority to make decisions or to exercise business discretion on behalf of the Trust, except as set forth in
the Trust&#146;s governing documents. The authority for all such decisions is generally delegated to the Board, which in turn, has delegated the <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">day-to-day</FONT></FONT> management of
the Trust&#146;s investment activities to the Advisor, subject to oversight by the Board. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Management Risk </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Trust is subject to management risk because it is an actively managed investment portfolio. The Advisor and the individual
portfolio managers will apply investment techniques and risk analyses in making investment decisions for the Trust, but there can be no guarantee that these will produce the desired results. The Trust may be subject to a relatively high level of
management risk because the Trust may invest in derivative instruments, which may be highly specialized instruments that require investment techniques and risk analyses different from those associated with equities and bonds. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Market and Selection Risk </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Market risk is the possibility that the market values of securities owned by the Trust will decline. There is a risk that
equity and/or bond markets will go down in value, including the possibility that such markets will go down sharply and unpredictably. </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; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Stock markets are volatile, and the price of equity securities fluctuates based
on changes in a company&#146;s financial condition and overall market and economic conditions. Local, regional or global events such as war, acts of terrorism, the spread of infectious illness or other public health issue, recessions, or other
events could have a significant impact on the Trust and its investments. An adverse event, such as an unfavorable earnings report, may depress the value of a particular common stock held by the Trust. Also, the price of common stocks is sensitive to
general movements in the stock market and a drop in the stock market may depress the price of common stocks to which the Trust has exposure. Common stock prices fluctuate for several reasons, including changes in investors&#146; perceptions of the
financial condition of an issuer or the general condition of the relevant stock market, or when political or economic events affecting the issuers occur. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The prices of fixed-income securities tend to fall as interest rates rise, and such declines tend to be greater among
fixed-income securities with longer maturities. Market risk is often greater among certain types of fixed-income securities, such as zero coupon bonds that do not make regular interest payments but are instead bought at a discount to their face
values and paid in full upon maturity. As interest rates change, these securities often fluctuate more in price than securities that make regular interest payments and therefore subject the Trust to greater market risk than a fund that does not own
these types of securities. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">When-issued and delayed delivery transactions are subject to changes in market conditions from
the time of the commitment until settlement, which may adversely affect the prices or yields of the securities being purchased. The greater the Trust&#146;s outstanding commitments for these securities, the greater the Trust&#146;s exposure to
market price fluctuations. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Selection risk is the risk that the securities that the Trust&#146;s management selects will
underperform the equity and/or bond market, the market relevant indices or other funds with similar investment objectives and investment strategies. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Reliance on the Advisor Risk </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Trust is dependent upon services and resources provided by the Advisor, and therefore the Advisor&#146;s parent, BlackRock.
The Advisor is not required to devote its full time to the business of the Trust and there is no guarantee or requirement that any investment professional or other employee of the Advisor will allocate a substantial portion of his or her time to the
Trust. The loss of one or more individuals involved with the Advisor could have a material adverse effect on the performance or the continued operation of the Trust. For additional information on the Advisor and BlackRock, see &#147;Management of
the Trust&#151;Investment Advisor.&#148; </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Reliance on Service Providers Risk </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Trust must rely upon the performance of service providers to perform certain functions, which may include functions that
are integral to the Trust&#146;s operations and financial performance. Failure by any service provider to carry out its obligations to the Trust in accordance with the terms of its appointment, to exercise due care and skill or to perform its
obligations to the Trust at all as a result of insolvency, bankruptcy or other causes could have a material adverse effect on the Trust&#146;s performance and returns to shareholders. The termination of the Trust&#146;s relationship with any service
provider, or any delay in appointing a replacement for such service provider, could materially disrupt the business of the Trust and could have a material adverse effect on the Trust&#146;s performance and returns to shareholders. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Information Technology Systems Risk </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Trust is dependent on the Advisor for certain management services as well as back-office functions. The Advisor depends on
information technology systems in order to assess investment opportunities, strategies and markets and to monitor and control risks for the Trust. It is possible that a failure of some kind which causes disruptions to these information technology
systems could materially limit the Advisor&#146;s ability to adequately </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="justify">
assess and adjust investments, formulate strategies and provide adequate risk control. Any such information technology-related difficulty could harm the performance of the Trust. Further, failure
of the back-office functions of the Advisor to process trades in a timely fashion could prejudice the investment performance of the Trust. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Cyber
Security Risk </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">With the increased use of technologies such as the Internet to conduct business, the Trust is
susceptible to operational, information security and related risks. In general, cyber incidents can result from deliberate attacks or unintentional events. Cyber-attacks include, but are not limited to, gaining unauthorized access to digital systems
(e.g., through &#147;hacking&#148; or malicious software coding) for purposes of misappropriating assets or sensitive information, corrupting data, or causing operational disruption. Cyber-attacks may also be carried out in a manner that does not
require gaining unauthorized access, such as causing <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">denial-of-service</FONT></FONT> attacks on websites (i.e., efforts to make network services unavailable to intended users). Cyber
security failures by or breaches of the Advisor and other service providers (including, but not limited to, fund accountants, custodians, transfer agents and administrators), and the issuers of securities in which the Trust invests, have the ability
to cause disruptions and impact business operations, potentially resulting in financial losses, interference with the Trust&#146;s ability to calculate its NAV, impediments to trading, the inability of shareholders to transact business, violations
of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, or additional compliance costs. In addition, substantial costs may be incurred in order to prevent any cyber incidents
in the future. While the Trust has established business continuity plans in the event of, and risk management systems to prevent, such cyber-attacks, there are inherent limitations in such plans and systems including the possibility that certain
risks have not been identified. Furthermore, the Trust cannot control the cyber security plans and systems put in place by service providers to the Trust and issuers in which the Trust invests. As a result, the Trust or its shareholders could be
negatively impacted. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Misconduct of Employees and of Service Providers Risk </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Misconduct or misrepresentations by employees of the Advisor or the Trust&#146;s service providers could cause significant
losses to the Trust. Employee misconduct may include binding the Trust to transactions that exceed authorized limits or present unacceptable risks and unauthorized trading activities, concealing unsuccessful trading activities (which, in any case,
may result in unknown and unmanaged risks or losses) or making misrepresentations regarding any of the foregoing. Losses could also result from actions by the Trust&#146;s service providers, including, without limitation, failing to recognize trades
and misappropriating assets. In addition, employees and service providers may improperly use or disclose confidential information, which could result in litigation or serious financial harm, including limiting the Trust&#146;s business prospects or
future marketing activities. Despite the Advisor&#146;s due diligence efforts, misconduct and intentional misrepresentations may be undetected or not fully comprehended, thereby potentially undermining the Advisor&#146;s due diligence efforts. As a
result, no assurances can be given that the due diligence performed by the Advisor will identify or prevent any such misconduct. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Portfolio Turnover
Risk </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Trust&#146;s annual portfolio turnover rate may vary greatly from year to year, as well as within a given
year. Portfolio turnover rate is not considered a limiting factor in the execution of investment decisions for the Trust. A higher portfolio turnover rate results in correspondingly greater brokerage commissions and other transactional expenses that
are borne by the Trust. High portfolio turnover may result in an increased realization of net short-term capital gains by the Trust which, when distributed to common shareholders, will be taxable as ordinary income. Additionally, in a declining
market, portfolio turnover may create realized capital losses. </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; font-size:10pt; font-family:Times New Roman"><B>Anti-Takeover Provisions Risk </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Trust&#146;s Agreement and Declaration of Trust and Bylaws include provisions that could limit the ability of other
entities or persons to acquire control of the Trust or convert the Trust to <FONT STYLE="white-space:nowrap">open-end</FONT> status or to change the composition of the Board. Such provisions could limit the ability of shareholders to sell their
shares at a premium over prevailing market prices by discouraging a third party from seeking to obtain control of the Trust. See &#147;Certain Provisions in the Agreement and Declaration of Trust and Bylaws.&#148; </P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="toc93447_8"></A>HOW THE TRUST MANAGES RISK </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Investment Limitations </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Trust has adopted certain investment limitations designed to limit investment risk. Some of these limitations are
fundamental and thus may not be changed without the approval of the holders of a majority of the outstanding common shares. See &#147;Investment Objectives and Policies&#151;Investment Restrictions&#148; in the SAI. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The restrictions and other limitations set forth throughout this prospectus and in the SAI apply only at the time of purchase
of securities and will not be considered violated unless an excess or deficiency occurs or exists immediately after and as a result of the acquisition of securities. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Management of Investment Portfolio and Capital Structure to Limit Leverage Risk </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Trust may take certain actions if short-term interest rates increase or market conditions otherwise change (or the Trust
anticipates such an increase or change) and any leverage the Trust may have outstanding begins (or is expected) to adversely affect common shareholders. The Trust may attempt to offset such a negative impact of any outstanding leverage on common
shareholders by, among other actions, reducing any indebtedness that it may have incurred. As explained above under &#147;Risks&#151;Leverage Risk,&#148; the success of any such attempt to limit leverage risk depends on the Advisor&#146;s ability to
accurately predict interest rate or other market changes. Because of the difficulty of making such predictions, the Trust may never attempt to manage its capital structure in the manner described in this paragraph. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">If market conditions suggest that employing leverage, or employing additional leverage if the Trust already has outstanding
leverage, would be beneficial, the Trust may enter into one or more credit facilities, increase any existing credit facilities, sell preferred shares or engage in additional leverage transactions, subject to the restrictions of the Investment
Company Act. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Strategic Transactions </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Trust may use certain Strategic Transactions designed to limit the risk of price fluctuations of securities and to preserve
capital. These Strategic Transactions include using swaps, financial futures contracts, options on financial futures or options based on either an index of long-term securities, or on securities whose prices, in the opinion of the Advisor, correlate
with the prices of the Trust&#146;s investments. There can be no assurance that Strategic Transactions will be used or used effectively to limit risk, and Strategic Transactions may be subject to their own risks. </P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="toc93447_9"></A>MANAGEMENT OF THE TRUST </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:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Board is responsible for the overall management of the Trust, including supervision of the duties performed by the Advisor.
There are eight Trustees. A majority of the Trustees are not &#147;interested persons&#148; (as </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">
defined in the Investment Company Act) of the Trust (&#147;Independent Trustees&#148;). Following the completion of the Trust&#146;s initial public offering, the Board expects to appoint as
Trustees two additional individuals who currently serve as board members of the other registered investment companies included in the BlackRock Fixed-Income Complex. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The name and business address of the Trustees and officers of the Trust, as well as the two individuals whom the Board expects
to appoint as Trustees following the completion of the Trust&#146;s initial public offering, and their principal occupations and other affiliations during the past five years are set forth under &#147;Management of the Trust&#148; in the SAI. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Investment Advisor </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The
Advisor is responsible for the management of the Trust&#146;s portfolio and provides the necessary personnel, facilities, equipment and certain other services necessary to the operation of the Trust. The Advisor, located at 100 Bellevue Parkway,
Wilmington, Delaware 19809, is a wholly-owned subsidiary of BlackRock. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">BlackRock is one of the world&#146;s largest
publicly-traded investment management firms. As of December&nbsp;31, 2020, BlackRock&#146;s assets under management were approximately $8.676 trillion. BlackRock has over 30 years of experience managing
<FONT STYLE="white-space:nowrap">closed-end</FONT> products and, as of December&nbsp;31, 2020, advised a registered <FONT STYLE="white-space:nowrap">closed-end</FONT> family of 67 exchange-listed active funds with approximately $54.5&nbsp;billion in
assets. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">BlackRock is independent in ownership and governance, with no single majority shareholder and a majority of
independent directors. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Investment Philosophy </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In selecting investments for the Trust, the Advisor focuses on equity securities of
<FONT STYLE="white-space:nowrap">mid-</FONT> and small- capitalization growth companies that are &#147;innovative.&#148; These are companies that have introduced, or are seeking to introduce, a new product or service that potentially changes the
marketplace. In evaluating innovative companies, the Advisor seeks to identify, using its own internal research and analysis, companies capitalizing on innovation or that are enabling the further development of the theme of innovation in the markets
in which they operate. Among other things, common criteria for innovative companies across industries may include developing new products, selling in new markets or channels, applying a new or superior technology to legacy industries, refining
existing processes for efficiency, changing or pivoting business model, or creating tools that empower new breakthroughs. In addition, the Trust seeks to invest in companies where, in the opinion of the Advisor, free cash flow is likely to grow for
a sustained period. Factors considered in the Advisor&#146;s analysis of a company may include 1) a large and underpenetrated addressable market, 2) a technology or service model that creates recurring demand for product, and 3) a competitive
landscape that allows for stable or expanding margins. The Advisor&#146;s outlook for a company based upon these and other factors is then compared to the outlook of the company implied in the current share price of the company. The Advisor looks to
invest in companies where its view of future cash flows is more favorable than that which it believes is reflected by the current price. The Advisor will identify trends that have ramifications for individual companies or entire industries.
Risk/reward analysis is a key component of both <FONT STYLE="white-space:nowrap">top-down</FONT> and <FONT STYLE="white-space:nowrap">bottom-up</FONT> analysis. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><FONT STYLE="white-space:nowrap">Bottom-up</FONT> security selection is focused on identifying innovative companies with the
most attractive growth characteristics. The Advisor seeks to identify companies with strong product potential, solid earnings growth and/or earnings power which are under appreciated by investors, a quality management team and compelling relative
and absolute valuation. The Advisor believes that the knowledge and experience of its investment team enables it to identify attractive innovative companies. </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; font-size:10pt; font-family:Times New Roman"><B>Portfolio Managers </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The members of the portfolio management team who are primarily responsible for the <FONT STYLE="white-space:nowrap"><FONT
STYLE="white-space:nowrap">day-to-day</FONT></FONT> management of the Trust&#146;s portfolio are as follows: </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><I>Phil
Ruvinsky, </I>Mr.&nbsp;Ruvinsky is a member of the US Growth team within the Fundamental Active Equity business of BlackRock&#146;s Active Equity Group. Mr.&nbsp;Ruvinsky is the lead portfolio manager of the BlackRock
<FONT STYLE="white-space:nowrap">Mid-Cap</FONT> Growth Equity Fund and also serves as a <FONT STYLE="white-space:nowrap">co-portfolio</FONT> manager on BlackRock&#146;s Large Cap Growth portfolios. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Mr.&nbsp;Ruvinsky&#146;s services with the firm dates back to 2013. Prior to joining BlackRock, Mr.&nbsp;Ruvinsky was with
Sureview Capital LLC from 2010 to 2013, where he was the sector head for the global internet, media and telecom sectors. He was a member of the founding team of Sureview&#146;s long/short equity fund that was launched in 2011. Mr.&nbsp;Ruvinsky
began his investment career with UBS Global Asset Management in 2002 where, most recently, he was a portfolio manager and investment analyst with primary research responsibility for internet, consumer and health care sectors. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Mr.&nbsp;Ruvinsky holds a BA in economics from University of Texas, a JD degree from the University of Michigan Law School,
and an MBA from Columbia Business School. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><I>William Broadbent, </I>Mr.&nbsp;Broadbent, is a member of the US Growth team
within the Fundamental Active Equity business of BlackRock&#146;s Active Equity Group. He is a portfolio manager of the BlackRock Future Innovators Fund and a research analyst for BlackRock&#146;s Mid Cap and Large Cap strategies. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Mr.&nbsp;Broadbent&#146;s services with the firm dates back to 2014. Prior to joining BlackRock, Mr.&nbsp;Broadbent completed
his Master of Business Administration degree at Stanford University. Before that, he was an associate at private-equity firm General Atlantic, with primary research responsibility for new investments and existing portfolio companies in the business
service, internet and technology sectors. Mr.&nbsp;Broadbent began his investment career as an investment banking analyst at Goldman, Sachs&nbsp;&amp; Co. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Mr.&nbsp;Broadbent holds a BA in government from Harvard University, a Master of Studies in Modern History from the University
of Oxford (Christ Church College) and an MBA from Stanford Graduate School of Business. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><I>Christopher Accettella,
</I>Mr.&nbsp;Accettella is a member of the Equity Derivatives team within BlackRock&#146;s Fundamental Active Equity division. He is a portfolio manager for equity derivatives overlay and hedging assignments, including BlackRock&#146;s equity closed
end funds. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Prior to joining BlackRock in 2005, Mr.&nbsp;Accettella was an institutional sales trader with American
Technology Research. From 2001 to 2003, he was with Deutsche Asset Management where he was responsible for derivatives and program trading. Prior to that, he was a senior associate in the Pacific Basin Equity Group at Scudder Investments Singapore
Limited. Mr.&nbsp;Accettella began his investment career in 1997 as a portfolio analyst in the European Equity group of Scudder Kemper Investments, Inc. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Mr.&nbsp;Accettella earned a BA degree in economics and Asian studies from Colgate University in 1997. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><I>Kyle G. McClements, </I>Mr.&nbsp;McClements is Head of the Equity Derivatives team within BlackRock&#146;s Fundamental
Active Equity division. He is a portfolio manager for equity derivatives overlay and hedging assignments, including BlackRock&#146;s equity <FONT STYLE="white-space:nowrap">closed-end</FONT> funds. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Mr.&nbsp;McClements&#146; service with the firm dates back to 2004, including his years with State Street Research&nbsp;&amp;
Management (SSRM), which merged with BlackRock in 2005. At SSRM, Mr.&nbsp;McClements was a Vice President and senior derivatives strategist responsible for equity derivative strategy and trading in 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">88 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">
Quantitative Equity Group at State Street Research. Prior to joining State Street Research in 2004, Mr.&nbsp;McClements was a senior trader/analyst at Deutsche Asset Management, responsible for
derivatives, equity program, technology and energy sector, and foreign exchange trading Mr.&nbsp;McClements began his career in 1994 as a derivatives analyst with Donaldson Lufkin&nbsp;&amp; Jenrette responsible for pricing and performance analytics
for the derivatives trading desk. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Mr.&nbsp;McClements earned a BA degree in economics and political science from the
University of Pennsylvania in 1993 and an MBA degree in finance and corporate accounting from the University of Rochester in 1998. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The SAI provides additional information about other accounts managed by the portfolio management team and the ownership of the
Trust&#146;s securities by each portfolio manager. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Investment Management Agreement </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Pursuant to an investment management agreement between the Advisor and the Trust (the &#147;Investment Management
Agreement&#148;), the Trust has agreed to pay the Advisor a monthly management fee at an annual rate equal to 1.25% of the average daily value of the Trust&#146;s Managed Assets. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">&#147;Managed Assets&#148; means the total assets of the Trust, (including any assets attributable to money borrowed for
investment purposes) minus the sum of the Trust&#146;s accrued liabilities (other than liabilities for money borrowed for investment purposes). This means that during periods in which the Trust is using leverage, the fee paid to the Advisor will be
higher than if the Trust did not use leverage because the fee is calculated as a percentage of the Trust&#146;s Managed Assets, which include those assets purchased with leverage. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">A discussion regarding the basis for the approval of the Investment Management Agreement by the Board will be available in the
Trust&#146;s semi-annual report to shareholders for the period ending June&nbsp;30, 2021. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Except as otherwise described
in this prospectus, the Trust pays, in addition to the fees paid to the Advisor, all other costs and expenses of its operations, including compensation of its Trustees (other than those affiliated with the Advisor), custodian, leveraging expenses,
transfer and dividend disbursing agent expenses, legal fees, rating agency fees, listing fees and expenses, expenses of independent auditors, expenses of repurchasing shares, expenses of preparing, printing and distributing shareholder reports,
notices, proxy statements and reports to governmental agencies and taxes, if any. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Trust and the Advisor have entered
into the Fee Waiver Agreement, pursuant to which the Advisor has contractually agreed to waive the management fee with respect to any portion of the Trust&#146;s assets attributable to investments in any equity and fixed-income mutual funds and ETFs
managed by the Advisor or its affiliates that have a contractual fee, through June&nbsp;30, 2023. In addition, pursuant to the Fee Waiver Agreement, the Advisor has contractually agreed to waive its management fees by the amount of investment
advisory fees the Trust pays to the Advisor indirectly through its investment in money market funds managed by the Advisor or its affiliates, through June&nbsp;30, 2023. The Fee Waiver Agreement may be continued from year to year thereafter,
provided that such continuance is specifically approved by the Advisor and the Trust (including by a majority of the Trust&#146;s Independent Trustees). Neither the Advisor nor the Trust is obligated to extend the Fee Waiver Agreement. The Fee
Waiver Agreement may be terminated at any time, without the payment of any penalty, only by the Trust (upon the vote of a majority of the Independent Trustees or a majority of the outstanding voting securities of the Trust), upon 90 days&#146;
written notice by the Trust to the Advisor. </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="center"><B><A NAME="toc93447_10"></A>NET ASSET VALUE </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The NAV of the Trust&#146;s common shares will be computed based upon the value of the Trust&#146;s portfolio securities and
other assets. NAV per common share will be determined as of the close of the regular trading session on the NYSE on each business day on which the NYSE is open for trading. The Trust calculates NAV per common share by subtracting the Trust&#146;s
liabilities (including accrued expenses, dividends payable and any borrowings of the Trust), and the liquidation value of any outstanding Trust preferred shares from the Trust&#146;s total assets (the value of the securities the Trust holds plus
cash or other assets, including interest accrued but not yet received) and dividing the result by the total number of common shares of the Trust outstanding. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Valuation of securities held by the Trust is as follows: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I>Equity Investments</I></B>. Equity securities traded on a recognized securities exchange (e.g., NYSE), separate trading
boards of a securities exchange or through a market system that provides contemporaneous transaction pricing information (an &#147;Exchange&#148;) are valued via independent pricing services generally at the Exchange closing price or if an Exchange
closing price is not available, the last traded price on that Exchange prior to the time as of which the assets or liabilities are valued; however, under certain circumstances other means of determining current market value may be used. If an equity
security is traded on more than one Exchange, the current market value of the security where it is primarily traded generally will be used. In the event that there are no sales involving an equity security held by the Trust on a day on which the
Trust values such security, the last bid (long positions) or ask (short positions) price, if available, will be used as the value of such security. If the Trust holds both long and short positions in the same security, the last bid price will be
applied to securities held long and the last ask price will be applied to securities sold short. If no bid or ask price is available on a day on which the Trust values such security, the prior day&#146;s price will be used, unless the Advisor
determines that such prior day&#146;s price no longer reflects the fair value of the security, in which case such asset would be treated as a fair value asset. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I>Fixed-Income Investments</I></B>. Fixed-income securities for which market quotations are readily available are
generally valued using such securities&#146; current market value. The Trust values fixed-income portfolio securities and <FONT STYLE="white-space:nowrap">non-exchange</FONT> traded derivatives using the last available bid prices or current market
quotations provided by dealers or prices (including evaluated prices) supplied by the Trust&#146;s approved independent third-party pricing services, each in accordance with valuation procedures approved by the Board. The pricing services may use
matrix pricing or valuation models that utilize certain inputs and assumptions to derive values, including transaction data (e.g., recent representative bids and offers), credit quality information, perceived market movements, news, and other
relevant information and by other methods, which may include consideration of: yields or prices of securities of comparable quality, coupon, maturity and type; indications as to values from dealers; general market conditions; and other factors and
assumptions. Pricing services generally value fixed-income securities assuming orderly transactions of an institutional round lot size, but the Trust may hold or transact in such securities in smaller, odd lot sizes. Odd lots often trade at lower
prices than institutional round lots. The amortized cost method of valuation may be used with respect to debt obligations with sixty days or less remaining to maturity unless the Advisor determines such method does not represent fair value. Loan
participation notes are generally valued at the mean of the last available bid prices from one or more brokers or dealers as obtained from independent third-party pricing services. Certain fixed-income investments including asset-backed and mortgage
related securities may be valued based on valuation models that consider the estimated cash flows of each tranche of the entity, establish a benchmark yield and develop an estimated tranche specific spread to the benchmark yield based on the unique
attributes of the tranche. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I>Options, Futures, Swaps and Other Derivatives</I></B>. Exchange-traded equity options
for which market quotations are readily available are valued at the mean of the last bid and ask prices as quoted on the Exchange or the board of trade on which such options are traded. In the event that there is no mean price available for an
exchange traded equity option held by the Trust on a day on which the Trust values such option, the last bid (long positions) or ask (short positions) price, if available, will be used as the value of such option. If no bid or ask
</P>
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price is available on a day on which the Trust values such option, the prior day&#146;s price will be used, unless the Advisor determines that such prior day&#146;s price no longer reflects the
fair value of the option in which case such option will be treated as a fair value asset. OTC derivatives may be valued using a mathematical model which may incorporate a number of market data factors. Financial futures contracts and options
thereon, which are traded on exchanges, are valued at their last sale price or settle price as of the close of such exchanges. Swap agreements and other derivatives are generally valued daily based upon quotations from market makers or by a pricing
service in accordance with the valuation procedures approved by the Board. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I>Underlying Funds</I></B>. Shares of
underlying <FONT STYLE="white-space:nowrap">open-end</FONT> funds are valued at NAV. Shares of underlying exchange-traded <FONT STYLE="white-space:nowrap">closed-end</FONT> funds or other ETFs will be valued at their most recent closing price. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I>General Valuation Information</I></B>. In determining the market value of portfolio investments, the Trust may employ
independent third party pricing services, which may use, without limitation, a matrix or formula method that takes into consideration market indexes, matrices, yield curves and other specific adjustments. This may result in the securities being
valued at a price different from the price that would have been determined had the matrix or formula method not been used. All cash, receivables and current payables are carried on the Trust&#146;s books at their face value. The price the Trust
could receive upon the sale of any particular portfolio investment may differ from the Trust&#146;s valuation of the investment, particularly for securities that trade in thin or volatile markets or that are valued using a fair valuation methodology
or a price provided by an independent pricing service. As a result, the price received upon the sale of an investment may be less than the value ascribed by the Trust, and the Trust could realize a greater than expected loss or lesser than expected
gain upon the sale of the investment. The Trust&#146;s ability to value its investment may also be impacted by technological issues and/or errors by pricing services or other third party service providers. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Prices obtained from independent third party pricing services, broker-dealers or market makers to value the Trust&#146;s
securities and other assets and liabilities are based on information available at the time the Trust values its assets and liabilities. In the event that a pricing service quotation is revised or updated subsequent to the day on which the Trust
valued such security, the revised pricing service quotation generally will be applied prospectively. Such determination shall be made considering pertinent facts and circumstances surrounding such revision. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In the event that application of the methods of valuation discussed above result in a price for a security which is deemed not
to be representative of the fair market value of such security, the security will be valued by, under the direction of or in accordance with a method specified by the Board as reflecting fair value. All other assets and liabilities (including
securities for which market quotations are not readily available) held by the Trust (including restricted securities) are valued at fair value as determined in good faith by the Board or by the Advisor (its delegate). Any assets and liabilities
which are denominated in a foreign currency are translated into U.S. dollars at the prevailing rates of exchange. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Certain
of the securities acquired by the Trust may be traded on foreign exchanges or OTC markets on days on which the Trust&#146;s NAV is not calculated and common shares are not traded. In such cases, the NAV of the Trust&#146;s common shares may be
significantly affected on days when investors can neither purchase nor sell shares of the Trust. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B><I>Fair
Value</I></B>. When market quotations are not readily available or are believed by the Advisor to be unreliable, the Trust&#146;s investments are valued at fair value (&#147;Fair Value Assets&#148;). Fair Value Assets are valued by the Advisor in
accordance with procedures approved by the Board. The Advisor may conclude that a market quotation is not readily available or is unreliable if a security or other asset or liability does not have a price source due to its complete lack of trading,
if the Advisor believes a market quotation from a broker-dealer or other source is unreliable (e.g., where it varies significantly from a recent trade, or no longer reflects the fair value of the security or other asset or liability subsequent to
the most recent market quotation), where the security or other asset or liability is only thinly traded or due to the occurrence of a significant event subsequent 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">91 </P>


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most recent market quotation. For this purpose, a &#147;significant event&#148; is deemed to occur if the Advisor determines, in its business judgment prior to or at the time of pricing the
Trust&#146;s assets or liabilities, that it is likely that the event will cause a material change to the last exchange closing price or closing market price of one or more assets or liabilities held by the Trust. On any date the NYSE is open and the
primary exchange on which a foreign asset or liability is traded is closed, such asset or liability will be valued using the prior day&#146;s price, provided that the Advisor is not aware of any significant event or other information that would
cause such price to no longer reflect the fair value of the asset or liability, in which case such asset or liability would be treated as a Fair Value Asset. For certain foreign securities, a third-party vendor supplies evaluated, systematic fair
value pricing based upon the movement of a proprietary multi-factor model after the relevant foreign markets have closed. This systematic fair value pricing methodology is designed to correlate the prices of foreign securities following the close of
the local markets to the price that might have prevailed as of the Trust&#146;s pricing time. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Advisor, with input
from the BlackRock Portfolio Management Group, will submit its recommendations regarding the valuation and/or valuation methodologies for Fair Value Assets to BlackRock&#146;s Valuation Committee. The BlackRock Valuation Committee may accept, modify
or reject any recommendations. In addition, the Trust&#146;s accounting agent periodically endeavors to confirm the prices it receives from all third party pricing services, index providers and broker-dealers, and, with the assistance of the
Advisor, to regularly evaluate the values assigned to the securities and other assets and liabilities of the Trust. The pricing of all Fair Value Assets is subsequently reported to the Board or a Committee thereof. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">When determining the price for a Fair Value Asset, the BlackRock Valuation Committee (or the BlackRock Pricing Group) shall
seek to determine the price that the Trust might reasonably expect to receive from the current sale of that asset or liability in an <FONT STYLE="white-space:nowrap">arm&#146;s-length</FONT> transaction. The price generally may not be determined
based on what the Trust might reasonably expect to receive for selling an asset or liability at a later time or if it holds the asset or liability to maturity. Fair value determinations shall be based upon all available factors that the BlackRock
Valuation Committee (or the BlackRock Pricing Group) deems relevant at the time of the determination, and may be based on analytical values determined by the Advisor using proprietary or third party valuation models. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Fair value represents a good faith approximation of the value of an asset or liability. The fair value of one or more assets
or liabilities may not, in retrospect, be the price at which those assets or liabilities could have been sold during the period in which the particular fair values were used in determining the Trust&#146;s NAV. As a result, the Trust&#146;s sale or
repurchase of its shares at NAV, at a time when a holding or holdings are valued at fair value, may have the effect of diluting or increasing the economic interest of existing shareholders. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Trust&#146;s annual audited financial statements, which are prepared in accordance with accounting principles generally
accepted in the United States of America (&#147;US GAAP&#148;), follow the requirements for valuation set forth in Financial Accounting Standards Board Accounting Standards Codification Topic 820, &#147;Fair Value Measurements and Disclosures&#148;
(&#147;ASC 820&#148;), which defines and establishes a framework for measuring fair value under US&nbsp;GAAP and expands financial statement disclosure requirements relating to fair value measurements. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Generally, ASC 820 and other accounting rules applicable to investment companies and various assets in which they invest are
evolving. Such changes may adversely affect the Trust. For example, the evolution of rules governing the determination of the fair market value of assets or liabilities to the extent such rules become more stringent would tend to increase the cost
and/or reduce the availability of third-party determinations of fair market value. </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:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Commencing with the Trust&#146;s initial distribution, the Trust intends to make regular monthly cash distributions of all or
a portion of its net investment income, including current gains, to common shareholders. We expect to declare the initial monthly dividend on the Trust&#146;s common shares approximately 45 to 60 days after completion of this offering and to pay
that initial monthly dividend approximately 60 to 90 days after completion of this offering, depending on market conditions. The Trust will pay common shareholders at least annually all or substantially all of its investment company taxable income.
The Investment Company Act generally limits the Trust to one capital gain distribution per year, subject to certain exceptions, including as discussed below in connection with the Managed Distribution Plan. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Trust has, pursuant to an SEC exemptive order granted to certain of BlackRock&#146;s
<FONT STYLE="white-space:nowrap">closed-end</FONT> funds, adopted a plan to support a level distribution of income, capital gains and/or return of capital. The Managed Distribution Plan has been approved by the Board and is consistent with the
Trust&#146;s investment objectives and policies. Under the Managed Distribution Plan, the Trust will distribute all available investment income, including current gains, to its shareholders, consistent with its investment objectives and as required
by the Code. If sufficient investment income, including current gains, is not available on a monthly basis, the Trust will distribute long-term capital gains and/or return of capital to shareholders in order to maintain a level distribution. The
Trust may be required to sell portfolio investments in order to make such distributions. A return of capital distribution may involve a return of the shareholder&#146;s original investment. <B>Though not currently taxable, such a distribution may
lower a shareholder&#146;s basis in the Trust, thus potentially subjecting the shareholder to future tax consequences in connection with the sale of Trust shares, even if sold at a loss to the shareholder&#146;s original investment. All or a
significant portion of the Trust&#146;s distributions to shareholders during the Trust&#146;s first year of operations may consist of return of capital.</B> Each monthly distribution to shareholders is expected to be at a fixed amount established by
the Board, except for extraordinary distributions and potential distribution rate increases or decreases to enable the Trust to comply with the distribution requirements imposed by the Code. Shareholders should not draw any conclusions about the
Trust&#146;s investment performance from the amount of these distributions or from the terms of the Managed Distribution Plan. The Trust&#146;s total return performance on NAV will be presented in its financial highlights table, which will be
available in the Trust&#146;s shareholder reports, every <FONT STYLE="white-space:nowrap">six-months.</FONT> The Board may amend, suspend or terminate the Managed Distribution Plan without prior notice if it deems such actions to be in the best
interests of the Trust. The suspension or termination of the Managed Distribution Plan could have the effect of creating a trading discount (if the Trust&#146;s stock is trading at or above NAV) or widening an existing trading discount. The Trust is
subject to risks that could have an adverse impact on its ability to maintain level distributions. Examples of potential risks include, but are not limited to, economic downturns impacting the markets, decreased market volatility, companies
suspending or decreasing corporate dividend distributions and changes in the Code. Please see &#147;Risks&#148; for a more complete description of the Trust&#146;s risks. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The tax treatment and characterization of the Trust&#146;s distributions may vary significantly from time to time because of
the varied nature of the Trust&#146;s investments. The ultimate tax characterization of the Trust&#146;s distributions made in a fiscal year cannot finally be determined until after the end of that fiscal year. As a result, there is a possibility
that the Trust may make total distributions during a fiscal year in an amount that exceeds the Trust&#146;s earnings and profits for U.S. federal income tax purposes. In such situations, the amount by which the Trust&#146;s total distributions
exceed earnings and profits would generally be treated as a return of capital reducing the amount of a shareholder&#146;s tax basis in such shareholder&#146;s shares, with any amounts exceeding such basis treated as gain from the sale of shares.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Various factors will affect the level of the Trust&#146;s income, including the asset mix and the Trust&#146;s use of
hedging. To permit the Trust to maintain a more stable monthly distribution, the Trust may from time to time distribute less than the entire amount of income earned in a particular period. The undistributed income would be available to supplement
future distributions. As a result, the distributions paid by the Trust for any particular monthly period may be more or less than the amount of income actually earned by the Trust during that period.
</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>


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Undistributed income will add to the Trust&#146;s NAV and, correspondingly, distributions from undistributed income will deduct from the Trust&#146;s NAV. The Trust intends to distribute any
long-term capital gains not distributed under the Managed Distribution Plan annually. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Under normal market conditions, the
Advisor will seek to manage the Trust in a manner such that the Trust&#146;s distributions are reflective of the Trust&#146;s current and projected income and gains. The distribution level of the Trust is subject to change based upon a number of
factors, including the current and projected level of the Trust&#146;s income and gains, and may fluctuate over time. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The
Trust reserves the right to change its distribution policy and the basis for establishing the rate of its monthly distributions at any time and may do so without prior notice to common shareholders. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Shareholders will automatically have all dividends and distributions reinvested in common shares of the Trust issued by the
Trust or purchased in the open market in accordance with the Trust&#146;s dividend reinvestment plan unless an election is made to receive cash. See &#147;Dividend Reinvestment Plan.&#148; </P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="toc93447_12"></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 Computershare Trust Company, N.A (the
&#147;Reinvestment Plan Agent&#148;), all dividends or other distributions (together, a &#147;dividend&#148;) declared for your common shares of the Trust will be automatically reinvested by the Reinvestment Plan Agent, as agent for shareholders in
administering the Trust&#146;s dividend reinvestment plan (the &#147;Reinvestment Plan&#148;), in additional common shares of the Trust. Shareholders who elect not to participate in the Reinvestment Plan will receive all dividends in cash paid by
check mailed 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 Reinvestment Plan Agent. You may elect not to participate in the Reinvestment Plan and to receive all
dividends in cash by contacting the Reinvestment Plan Agent at the address set forth below. Participation in the Reinvestment Plan is completely voluntary and may be terminated or resumed at any time without penalty by telephonic, internet or
written notice if received and processed by the Reinvestment Plan Agent prior to the dividend record date. Additionally, the Reinvestment Plan Agent seeks to process notices received after the record date but prior to the payable date and such
notices often will become effective by the payable date. Where late notices are not processed by the applicable payable date, such termination or resumption will be effective with respect to any subsequently declared dividend. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Some brokers may automatically elect to receive cash on your behalf and may <FONT STYLE="white-space:nowrap">re-invest</FONT>
that cash in additional common shares of the Trust for you. If you wish for all dividends declared on your common shares of the Trust to be automatically reinvested pursuant to the Reinvestment Plan, please contact your broker. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Reinvestment Plan Agent will open an account for each common shareholder under the Reinvestment Plan in the same name in
which such common shareholder&#146;s common shares are registered. Whenever the Trust declares a dividend payable in cash, <FONT STYLE="white-space:nowrap">non-participants</FONT> in the Reinvestment Plan will receive cash and participants in the
Reinvestment Plan will receive the equivalent in common shares. The common shares will be acquired by the Reinvestment Plan Agent 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 Trust (&#147;newly issued common shares&#148;) or (ii)&nbsp;by purchase of outstanding common shares on the open market (&#147;open-market purchases&#148;). If, on the dividend payment
date, the NAV is equal to or less than the market price per share plus estimated per share fees (such condition often referred to as a &#147;market premium&#148;), the Reinvestment Plan Agent will invest the dividend amount in newly issued common
shares on behalf of the participants. 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 on the dividend payment date. However, if
the NAV is less than 95% of the market price on the dividend payment date, the dollar amount of the dividend will be divided by 95% of the market price on the dividend payment date. If, on the dividend payment date, the NAV is greater than 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">94 </P>


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market price per share plus estimated per share fees (such condition often referred to as a &#147;market discount&#148;), the Reinvestment Plan Agent will invest the dividend amount in common
shares acquired on behalf of the participants in open-market purchases. In the event of a market discount on the dividend payment date, the Reinvestment Plan Agent 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 30 days after the dividend payment date, whichever is sooner, to invest the dividend amount in common shares acquired in open-market purchases. It is contemplated
that the Trust will pay monthly income dividends. If, before the Reinvestment Plan Agent 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 Reinvestment Plan Agent 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. Because of the foregoing
difficulty with respect to open-market purchases, the Reinvestment Plan provides that if the Reinvestment Plan Agent is unable to invest the full dividend amount in open-market purchases, or if the market discount shifts to a market premium during
the purchase period, the Reinvestment Plan Agent may cease making open-market purchases and may invest any uninvested portion in newly issued shares. Investments in newly issued shares made in this manner would be made pursuant to the same process
described above and the date of issue for such newly issued shares will substitute for the dividend payment date. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The
Reinvestment Plan Agent maintains all shareholders&#146; accounts in the Reinvestment 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 Reinvestment Plan participant will be held by the Reinvestment Plan Agent on behalf of the Reinvestment Plan participant, and each shareholder proxy will include those shares purchased or received pursuant to the Reinvestment Plan.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In the case of shareholders such as banks, brokers or nominees, which hold shares for others who are the beneficial
owners, the Reinvestment Plan Agent will administer the Reinvestment Plan on the basis of the number of common shares certified from time to time by the record shareholder&#146;s name and held for the account of beneficial owners who participate in
the Reinvestment Plan. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Reinvestment Plan Agent&#146;s fees for the handling of the reinvestment of dividends will be
paid by the Trust. However, each participant will pay a $0.02 per share fee incurred in connection with open-market purchases, which will be deducted from the value of the dividend. The automatic reinvestment of dividends will not relieve
participants of any U.S. federal, state or local income tax that may be payable (or required to be withheld) on such dividends. See &#147;Tax Matters.&#148; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Participants that request a sale of shares through the Reinvestment Plan Agent are subject to a $2.50 sales fee and a $0.15
per share fee. Per share fees include any applicable brokerage commissions the Reinvestment Plan Agent is required to pay. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Trust reserves the right to amend or terminate the Reinvestment Plan. There is no direct service charge to participants
with regard to purchases in the Reinvestment Plan; however, the Trust reserves the right to amend the Reinvestment Plan to include a service charge payable by the participants. Notice of amendments to the Reinvestment Plan will be sent to
participants. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">All correspondence concerning the Reinvestment Plan should be directed to the Reinvestment Plan Agent,
through the internet at http://www.computershare.com/investor or in writing to Computershare at P.O. Box 505000, Louisville, KY 40233-5000, Telephone: (800) <FONT STYLE="white-space:nowrap">699-1236.</FONT> Overnight correspondence should be
directed to the Reinvestment Plan Agent at Computershare, 462 South 4th Street, Suite 1600, Louisville, KY 40202. </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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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="toc93447_13"></A>DESCRIPTION OF SHARES </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Common Shares </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Trust
is a statutory trust organized under the laws of Maryland pursuant to a Certificate of Trust, dated as of December&nbsp;9, 2020, the Agreement and Declaration of Trust and the Bylaws of the Trust. The Trust is authorized to issue an unlimited number
of common shares of beneficial interest, par value $0.001 per share. Each common share has one vote and, when issued and paid for in accordance with the terms of this offering, will be fully paid and, under the Maryland Statutory Trust Act, the
purchasers of the common shares will have no obligation to make further payments for the purchase of the common shares or contributions to the Trust solely by reason of their ownership of the common shares, except that the Board of Trustees shall
have the power to cause shareholders to pay certain expenses of the Trust by setting off charges due from shareholders from declared but unpaid dividends or distributions owed the shareholders and/or by reducing the number of common shares owned by
each respective shareholder. If and whenever preferred shares are outstanding, the holders of common shares will not be entitled to receive any distributions from the Trust unless all accrued dividends on preferred shares have been paid, unless
asset coverage (as defined in the Investment Company Act) with respect to preferred shares would be at least 200% after giving effect to the distributions and unless certain other requirements imposed by any rating agencies rating the preferred
shares have been met. See &#147;Description of Shares&#151;Preferred Shares&#148; in the SAI. All common shares are equal as to dividends, assets and voting privileges and have no conversion, appraisal, preemptive or other subscription rights. The
Trust will send annual and semi-annual reports, including financial statements, to all holders of its shares. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Trust
has no present intention of offering any additional shares, including preferred shares. Any additional offerings of shares, including preferred shares, will require approval by the Board. Any additional offering of common shares will be subject to
the requirements of the Investment Company Act, which provides that shares may not be issued at a price below the then current NAV, exclusive of sales load, except in connection with an offering to existing holders of common shares or with the
consent of a majority of the Trust&#146;s outstanding voting securities. </P>  <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Trust&#146;s common shares have been
approved for listing on the NYSE, subject to notice of issuance, under the symbol &#147;BIGZ.&#148; </P>  <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Advisor has
agreed to pay all of the Trust&#146;s organizational expenses and all offering costs associated with this offering. The Trust is not obligated to repay any such organizational expenses or offering costs paid by the Advisor. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; 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 Trust do not continuously offer shares and 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 through a broker on the NYSE or
otherwise. Shares of <FONT STYLE="white-space:nowrap">closed-end</FONT> investment companies frequently trade on an exchange at prices lower than NAV. Shares of <FONT STYLE="white-space:nowrap">closed-end</FONT> investment companies like the Trust
have during some periods traded at prices higher than NAV and during other periods have traded at prices lower than NAV. Because the market value of the common shares may be influenced by such factors as distribution levels (which are in turn
affected by expenses), call protection on its portfolio securities, distribution stability, portfolio credit quality, the Trust&#146;s NAV, relative demand for and supply of such shares in the market, general market and economic conditions, market
sentiment and other factors beyond the control of the Trust, the Trust cannot assure you that common shares will trade at a price equal to or higher than NAV in the future. The common shares are designed primarily for long-term investors and you
should not purchase the common shares if you intend to sell them soon after purchase. See &#147;Repurchase of Common Shares&#148; below and &#147;Repurchase of Common Shares&#148; in the SAI. </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"><B>Preferred Shares </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Agreement and Declaration of Trust provides that the Board may authorize and cause the Trust to issue preferred shares,
with rights as determined by the Board, by action of the Board without the approval of the holders of the common shares. Holders of common shares have no preemptive right to purchase any preferred shares that might be issued. The Trust does not
currently intend to issue preferred shares. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Under the Investment Company Act, the Trust is not permitted to issue
preferred shares unless immediately after such issuance the value of the Trust&#146;s total assets is at least 200% of the liquidation value of the outstanding preferred shares (i.e., the liquidation value may not exceed 50% of the Trust&#146;s
total assets). In addition, the Trust 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 Trust&#146;s total assets is at least 200% of such liquidation
value. If the Trust issues preferred shares, it may be subject to restrictions imposed by the guidelines of one or more rating agencies that may issue ratings for preferred shares issued by the Trust. These guidelines may impose asset coverage or
portfolio composition requirements that are more stringent than those imposed on the Trust by the Investment Company Act. It is not anticipated that these covenants or guidelines would impede the Advisor from managing the Trust&#146;s portfolio in
accordance with the Trust&#146;s investment objectives and policies. Please see &#147;Description of Shares&#148; in the SAI for more information. </P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="toc93447_14"></A>CERTAIN PROVISIONS IN THE AGREEMENT AND DECLARATION OF TRUST AND BYLAWS </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Agreement and Declaration of Trust and the Bylaws include provisions that could have the effect of limiting the ability of
other entities or persons to acquire control of the Trust or to change the composition of the Board. This could have the effect of depriving shareholders of an opportunity to sell their shares at a premium over prevailing market prices by
discouraging a third party from seeking to obtain control over the Trust. Such attempts could have the effect of increasing the expenses of the Trust and disrupting the normal operation of the Trust. The Board is divided into three classes. At each
annual meeting of shareholders the term of only one class of Trustees expires and only the Trustees in that one class stand for <FONT STYLE="white-space:nowrap">re-election.</FONT> Trustees standing for election at an annual meeting of shareholders
are elected to serve until the third annual meeting of shareholders following their election and when their successors are duly elected and qualify. This provision could delay for up to two years the replacement of a majority of the Board. A Trustee
may be removed from office with or without cause, and only by the action of a majority of the remaining Trustees or a vote of the holders of at least 75% of the shares then entitled to vote for the election of the respective Trustee. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In addition, the Trust&#146;s Agreement and Declaration of Trust requires the favorable vote of a majority of the Board
followed by the favorable vote of the holders of at least 75% of the outstanding shares of each affected class or series of the Trust, voting separately as a class or series, to approve, adopt or authorize certain transactions with 5% or greater
holders of a class or series of shares and their associates, unless the transaction has been approved by at least 80% of the Trustees, in which case &#147;a majority of the outstanding voting securities&#148; (as defined in the Investment Company
Act) of the Trust shall be required. These voting requirements are in addition to any regulatory relief required from the SEC with respect to such transaction. For purposes of these provisions, a 5% or greater holder of a class or series of shares
(a &#147;Principal Shareholder&#148;) refers to any person who, whether directly or indirectly and whether alone or together with its affiliates and associates, beneficially owns 5% or more of the outstanding shares of all outstanding classes or
series of shares of beneficial interest of the Trust. The 5% holder transactions subject to these special approval requirements are: </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="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 merger or consolidation of the Trust or any subsidiary of the Trust with or into any Principal
Shareholder; </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 issuance of any securities of the Trust to any Principal Shareholder for cash (other than
(x)&nbsp;pursuant to any automatic dividend reinvestment plan, (y)&nbsp;prior to the Trust&#146;s initial public offering or (z)&nbsp;in connection with any public offering of the Trust&#146;s securities); </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">97 </P>


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<TABLE STYLE="BORDER-COLLAPSE:COLLAPSE; 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 sale, lease or exchange of all or any substantial part of the assets of the Trust to any Principal
Shareholder, except assets having an aggregate fair market value of less than 2% of the total assets of the Trust, aggregating for the purpose of such computation all assets sold, leased or exchanged in any series of similar transactions within a
twelve-month period; or </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 sale, lease or exchange to the Trust or any subsidiary of the Trust, in exchange for securities of the
Trust, of any assets of any Principal Shareholder, except assets having an aggregate fair market value of less than 2% of the total assets of the Trust, aggregating for purposes of such computation all assets sold, leased or exchanged in any series
of similar transactions within a twelve-month period. </P></TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">To convert the Trust to an <FONT
STYLE="white-space:nowrap">open-end</FONT> investment company, the Trust&#146;s Agreement and Declaration of Trust requires the favorable vote of a majority of the Board followed by the favorable vote of the holders of at least 75% of the
outstanding shares of each affected class or series of shares of the Trust, voting separately as a class or series, unless such conversion has been approved by at least 80% of the Trustees, in which case &#147;a majority of the outstanding voting
securities&#148; (as defined in the Investment Company Act) of the Trust shall be required. The foregoing vote would satisfy a separate requirement in the Investment Company Act that any conversion of the Trust to an
<FONT STYLE="white-space:nowrap">open-end</FONT> investment company be approved by the shareholders. If approved in the foregoing manner, we anticipate conversion of the Trust to an <FONT STYLE="white-space:nowrap">open-end</FONT> investment company
might not occur until 90 days after the shareholders&#146; meeting at which such conversion was approved and would also require at least 10 days&#146; prior notice to all shareholders. Conversion of the Trust to an
<FONT STYLE="white-space:nowrap">open-end</FONT> investment company would require the redemption of any outstanding preferred shares, which could eliminate or alter the leveraged capital structure of the Trust with respect to the common shares.
Following any such conversion, it is also possible that certain of the Trust&#146;s investment policies and strategies would have to be modified to assure sufficient portfolio liquidity, including in order to comply with Rule <FONT
STYLE="white-space:nowrap">22e-4</FONT> under the Investment Company Act. In the event of conversion, the common shares would cease to be listed on the NYSE or other national securities exchanges or market systems. 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 Investment Company Act, at their NAV, less such redemption
charge, if any, as might be in effect at the time of a redemption. The Trust expects to pay all such redemption requests in cash, but reserves the right to pay redemption requests in a combination of cash or securities. If such partial payment in
securities were made, investors may incur brokerage costs in converting such securities to cash. If the Trust were converted to an <FONT STYLE="white-space:nowrap">open-end</FONT> fund, it is likely that new shares would be sold at NAV plus a sales
load. The Board believes, however, that the <FONT STYLE="white-space:nowrap">closed-end</FONT> structure is desirable in light of the Trust&#146;s investment objectives and policies. Therefore, you should assume that it is not likely that the Board
would vote to convert the Trust to an <FONT STYLE="white-space:nowrap">open-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">For the purposes of
calculating &#147;a majority of the outstanding voting securities&#148; under the Trust&#146;s Agreement and Declaration of Trust, each class and series of the Trust shall vote together as a single class, except to the extent required by the
Investment Company Act or the Trust&#146;s Agreement and Declaration of Trust with respect to any class or series of shares. If a separate vote is required, the applicable proportion of shares of the class or series, voting as a separate class or
series, also will be required. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Board has determined that provisions with respect to the Board and the shareholder
voting requirements described above, which voting requirements are greater than the minimum requirements under Maryland law or the Investment Company Act, are in the best interests of shareholders generally. Reference should be made to the Agreement
and Declaration of Trust on file with the SEC for the full text of these provisions. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Maryland Control Share
Acquisition Act (&#147;MCSAA&#148;) is a provision of the Maryland General Corporation Law applicable to Maryland corporations. Because the Trust is not a corporation, the Trust has provided in its Agreement and Declaration of Trust that it is
subject to the MCSAA to the same extent as if it were a Maryland corporation registered under the Investment Company Act as a <FONT STYLE="white-space:nowrap">closed-end</FONT> investment company. The MCSAA provides that, subject to certain
exceptions, holders of &#147;control shares&#148; acquired in a control share acquisition have no voting rights with respect to such shares except to the extent approved at a special </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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stockholder meeting by the affirmative vote of <FONT STYLE="white-space:nowrap">two-thirds</FONT> of all disinterested shares entitled to be cast on the matter. &#147;Control shares&#148; are
generally defined in the MCSAA as shares of stock that, if aggregated with all other shares of stock that are either (i)&nbsp;owned by a person or (ii)&nbsp;as to which that person is entitled to exercise or direct the exercise of voting power,
except solely by virtue of a revocable proxy, would entitle that person, directly or indirectly, to exercise or direct the exercise of the voting power in electing directors above various thresholds of voting power starting at 10%. Additionally, a
Maryland corporation has a right to redeem outstanding control shares for which shareholders have not yet approved voting rights and may permit certain shareholders to exceed the thresholds without causing their shares to become control shares to
the extent described in its governing documents. The Agreement and Declaration of Trust also provides that the shareholders of the Trust are not entitled to exercise the rights of any objecting stockholder and that the provisions of the MCSAA shall
not apply to the voting rights of the holders of any preferred shares (but only with respect to such preferred shares) nor the voting rights of any person acquiring shares in a control share acquisition if, prior to the acquisition, the person
obtains approval of the Board exempting the acquisition. Reference should be made to the Agreement and Declaration of Trust on file with the SEC for the full text of these provisions. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Trust&#146;s Bylaws generally require that advance notice be given to the Trust in the event a shareholder desires to
nominate a person for election to the Board or to transact any other business at an annual meeting of shareholders. Notice of any such nomination or business must be delivered to or received at the principal executive offices of the Trust not less
than 120 calendar days nor more than 150 calendar days prior to the anniversary date of the prior year&#146;s annual meeting (subject to certain exceptions). Any notice by a shareholder must be accompanied by certain information as provided in the
Bylaws. Reference should be made to the Bylaws on file with the SEC for the full text of these provisions. </P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="toc93447_15"></A>LIMITED TERM AND ELIGIBLE TENDER OFFER </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In accordance with the Trust&#146;s Agreement and Declaration of Trust, the Trust intends to dissolve as of the Dissolution
Date; provided that the Board may, by a Board Action Vote, without shareholder approval, extend the Dissolution Date: (i)&nbsp;once for up to one year, and (ii)&nbsp;once for up to an additional six months, to a date up to and including eighteen
months after the initial Dissolution Date (which date shall then become the Dissolution Date). In determining whether to extend the Dissolution Date, the Board may consider, among other factors, the inability to sell the Trust&#146;s assets in a
time frame consistent with dissolution due to lack of market liquidity or other extenuating circumstances. Additionally, the Board may determine that market conditions are such that it is reasonable to believe that, with an extension, the
Trust&#146;s remaining assets will appreciate and generate capital appreciation and income in an amount that, in the aggregate, is meaningful relative to the cost and expense of continuing the operation of the Trust. Each holder of common shares
would be paid a pro rata portion of the Trust&#146;s net assets upon dissolution of the Trust. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Beginning with the
Wind-Down Period, the Trust may begin liquidating all or a portion of the Trust&#146;s portfolio, and may deviate from its investment policies and may not achieve its investment objectives. During the Wind-Down Period (or in anticipation of an
Eligible Tender Offer), the Trust&#146;s portfolio composition may change as more of its portfolio holdings are called or sold and portfolio holdings are disposed of in anticipation of liquidation. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">As of a date within twelve months preceding the Dissolution Date (as may be extended as described above), the Board may, by a
Board Action Vote, cause the Trust to conduct an Eligible Tender Offer; provided that the Trust must have aggregate net assets at least equal to the Dissolution Threshold immediately following the completion of an Eligible Tender Offer to ensure the
continued viability of the Trust. In an Eligible Tender Offer, the Trust will offer to purchase all common shares held by each common shareholder; provided that if the payment for properly tendered common shares would result in the Trust having
aggregate net assets below the Dissolution Threshold, the Eligible Tender Offer will be canceled and no common shares will be repurchased pursuant to the Eligible Tender Offer. Instead, the Trust will begin (or continue) liquidating its portfolio
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">99 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">
proceed to dissolve on or about the Dissolution Date. Regardless of whether the Eligible Tender Offer is completed or canceled, the Advisor will pay all costs and expenses associated with the
making of an Eligible Tender Offer, other than brokerage and related transaction costs associated with the disposition of portfolio investments in connection with the Eligible Tender Offer, which will be borne by the Trust and its common
shareholders. The Eligible Tender Offer would be made, and common shareholders would be notified thereof, in accordance with the requirements of the Investment Company Act, the Exchange Act and the applicable tender offer rules thereunder (including
Rule <FONT STYLE="white-space:nowrap">13e-4</FONT> and Regulation 14E under the Exchange Act). If the payment for properly tendered common shares would result in the Trust having aggregate net assets greater than or equal to the Dissolution
Threshold, all common shares properly tendered and not withdrawn will be purchased by the Trust pursuant to the terms of the Eligible Tender Offer. The Trust&#146;s purchase of tendered common shares pursuant to a tender offer will have tax
consequences for tendering common shareholders and may have tax consequences for <FONT STYLE="white-space:nowrap">non-tendering</FONT> common shareholders. In addition, the Trust would continue to be subject to its obligations with respect to its
issued and outstanding borrowings, preferred stock or debt securities, if any. An Eligible Tender Offer may be commenced upon approval of the Board, without a shareholder vote. The Trust is not required to conduct an Eligible Tender Offer. If no
Eligible Tender Offer is conducted, the Trust will dissolve on the Dissolution Date (subject to extension as described above), unless the limited term provisions of the Agreement and Declaration of Trust are amended with the vote of shareholders.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Following the completion of an Eligible Tender Offer, the Board may, by a Board Action Vote, <B>eliminate the Dissolution
Date without shareholder approval and provide for the Trust&#146;s perpetual existence</B>. In determining whether to eliminate the Dissolution Date, the Board may consider market conditions at such time and all other factors deemed relevant by the
Board in consultation with the Advisor, taking into account that the Advisor may have a potential conflict of interest in recommending to the Board that the limited term structure be eliminated and the Trust have a perpetual existence. In making a
decision to eliminate the Dissolution Date to provide for the Trust&#146;s perpetual existence, the Board will take such actions with respect to the continued operations of the Trust as it deems to be in the best interests of the Trust. <B>The Trust
is not required to conduct additional tender offers following an Eligible Tender Offer and conversion to a perpetual structure. Therefore, remaining common shareholders may not have another opportunity to participate in a tender offer or exchange
their common shares for the then-existing NAV per share. There is no guarantee that the Board will eliminate the Dissolution Date following completion of an Eligible Tender Offer so that the Trust will have a perpetual existence.</B> </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">All common shareholders remaining after a tender offer will be subject to proportionately higher expenses due to the reduction
in the Trust&#146;s assets resulting from payment for the tendered common shares. A reduction in assets, and the corresponding increase in the Trust&#146;s expense ratio, could result in lower returns and put the Trust at a disadvantage relative to
its peers and potentially cause the Trust&#146;s common shares to trade at a wider discount, or smaller premium, to NAV than it otherwise would. Such reduction in the Trust&#146;s assets may also result in less investment flexibility, reduced
diversification and greater volatility for the Trust, and may have an adverse effect on the Trust&#146;s investment performance. Moreover, the resulting reduction in the number of outstanding common shares could cause the common shares to become
more thinly traded or otherwise adversely impact the secondary market trading of such common shares. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Board may, to
the extent it deems appropriate and without shareholder approval, adopt a plan of liquidation at any time preceding the anticipated Dissolution Date, which plan of liquidation may set forth the terms and conditions for implementing the termination
of the Trust&#146;s existence, including the commencement of the winding down of its investment operations and the making of one or more liquidating distributions to common shareholders prior to the Dissolution Date. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Upon its dissolution, the Trust will distribute substantially all of its net assets to shareholders, after paying or otherwise
providing for all charges, taxes, expenses and liabilities, whether due or accrued or anticipated, of the Trust, as may be determined by the Board. The Trust retains broad flexibility to liquidate its portfolio, wind up its business and make
liquidating distributions to common shareholders in a manner and on a schedule it </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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believes will best contribute to the achievement of its investment objectives. Accordingly, as the Trust nears an Eligible Tender Offer or the Dissolution Date, the Advisor may begin liquidating
all or a portion of the Trust&#146;s portfolio through opportunistic sales. During this time, the Trust may not achieve its investment objectives, comply with the investment guidelines described in this prospectus or be able to sustain its
historical distribution levels. During such period(s), the Trust&#146;s portfolio composition may change as more of its portfolio holdings are called or sold and portfolio holdings are disposed of in anticipation of dissolution or an Eligible Tender
Offer. Rather than reinvesting the proceeds of matured, called or sold securities in accordance with the investment program described above, the Trust may invest such proceeds in short term or other lower yielding securities or hold the proceeds in
cash, which may adversely affect its performance. The Trust&#146;s distributions during the Wind-Down Period may decrease, and such distributions may include a return of capital. The Trust may distribute the proceeds in one or more liquidating
distributions prior to the final dissolution, which may cause fixed expenses to increase when expressed as a percentage of assets under management. It is expected that shareholders will receive cash in any liquidating distribution from the Trust,
regardless of their participation in the Trust&#146;s dividend reinvestment plan. Shareholders generally will realize capital gain or loss upon the dissolution of the Trust in an amount equal to the difference between the amount of cash or other
property received by the shareholder (including any property deemed received by reason of its being placed in a liquidating trust) and the shareholder&#146;s adjusted tax basis in the shares of the Trust for U.S. federal income tax purposes. As soon
as practicable after the Dissolution Date, the Trust will complete the liquidation of its portfolio (to the extent possible and not already liquidated), retire or redeem its leverage facilities, if any (to the extent not already retired or
redeemed), distribute all of its liquidated net assets to its common shareholders (to the extent not already distributed) and terminate its existence under Maryland law. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Although it is anticipated that the Trust will have distributed substantially all of its net assets to shareholders as soon as
practicable after the Dissolution Date, securities for which no market exists or securities trading at depressed prices, if any, may be placed in a liquidating trust. Securities placed in a liquidating trust may be held for an indefinite period of
time, potentially several years or longer, until they can be sold or pay out all of their cash flows. During such time, the shareholders will continue to be exposed to the risks associated with the Trust and the value of their interest in the
liquidating trust will fluctuate with the value of the liquidating trust&#146;s remaining assets. To the extent the costs associated with a liquidating trust exceed the value of the remaining securities, the liquidating trust trustees may determine
to dispose of the remaining securities in a manner of their choosing. The Trust cannot predict the amount, if any, of securities that will be required to be placed in a liquidating trust or how long it will take to sell or otherwise dispose of such
securities. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><B>The Trust is not a so called &#147;target date&#148; or &#147;life cycle&#148; fund whose asset allocation becomes more
conservative over time as its target date, often associated with retirement, approaches. In addition, the Trust is not a &#147;target term&#148; fund whose investment objective is to return its original NAV on the Dissolution Date or in an Eligible
Tender Offer. The final distribution of net assets per common share upon dissolution or the price per common share in an Eligible Tender Offer may be more than, equal to or less than the initial public offering price per common share. </B></P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="toc93447_16"></A><FONT STYLE="white-space:nowrap">CLOSED-END</FONT> FUND STRUCTURE </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Trust is a <FONT STYLE="white-space:nowrap">non-diversified,</FONT> <FONT STYLE="white-space:nowrap">closed-end</FONT>
management investment company with no operating history (commonly referred to as a <FONT STYLE="white-space:nowrap">closed-end</FONT> fund). <FONT STYLE="white-space:nowrap">Closed-end</FONT> funds differ from
<FONT STYLE="white-space:nowrap">open-end</FONT> funds (which are generally referred to as mutual funds) in that <FONT STYLE="white-space:nowrap">closed-end</FONT> funds generally list their shares for trading on a stock exchange and do not redeem
their shares at the request of the shareholder. This means that if you wish to sell your shares of a <FONT STYLE="white-space:nowrap">closed-end</FONT> fund you must trade them on the stock exchange like any other stock at the prevailing market
price at that time. In a mutual fund, if the shareholder wishes to sell shares of the fund, the mutual fund will redeem or buy back the shares at NAV. Also, mutual funds generally offer new shares on a continuous basis to new investors and <FONT
STYLE="white-space:nowrap">closed-end</FONT> funds generally do not. The continuous inflows and outflows of assets in a mutual 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">101 </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
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can make it difficult to manage the fund&#146;s investments. By comparison, <FONT STYLE="white-space:nowrap">closed-end</FONT> funds are generally able to stay more fully invested in securities
that are consistent with their investment objectives and also have greater flexibility to make certain types of investments and to use certain investment strategies, such as financial leverage and investments in illiquid securities. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Shares of <FONT STYLE="white-space:nowrap">closed-end</FONT> funds frequently trade at a discount to their NAV. Because of
this possibility and the recognition that any such discount may not be in the interest of shareholders, the Board might consider from time to time engaging in open-market repurchases, tender offers for shares or other programs intended to reduce the
discount. We cannot guarantee or assure, however, that the Board will decide to engage in any of these actions. Nor is there any guarantee or assurance that such actions, if undertaken, would result in the shares trading at a price equal or close to
the NAV. See &#147;Repurchase of Common Shares&#148; below and &#147;Repurchase of Common Shares&#148; in the SAI. The Board might also consider converting the Trust to an <FONT STYLE="white-space:nowrap">open-end</FONT> mutual fund, which would
also require a vote of the shareholders of the Trust. </P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="toc93447_17"></A>REPURCHASE OF COMMON SHARES </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Shares of <FONT STYLE="white-space:nowrap">closed-end</FONT> investment companies often trade at a discount to their NAVs and
the Trust&#146;s common shares may also trade at a discount to their NAV, although it is possible that they may trade at a premium above NAV. The market price of the Trust&#146;s common shares will be determined by such factors as relative demand
for and supply of such common shares in the market, the Trust&#146;s NAV, general market and economic conditions, market sentiment and other factors beyond the control of the Trust. See &#147;Net Asset Value&#148; and &#147;Description of
Shares&#151;Common Shares.&#148; Although the Trust&#146;s common shareholders will not have the right to redeem their common shares, the Trust may take action to repurchase common shares in the open market or make tender offers for its common
shares. This may have the effect of reducing any market discount from NAV. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">There is no assurance that, if action is
undertaken to repurchase or tender for common shares, such action will result in the common shares trading at a price which approximates their NAV. Although share repurchases and tender offers could have a favorable effect on the market price of the
Trust&#146;s common shares, you should be aware that the acquisition of common shares by the Trust will decrease the capital of the Trust and, therefore, may have the effect of increasing the Trust&#146;s expense ratio and decreasing the asset
coverage with respect to any borrowings or preferred shares outstanding. Any share repurchases or tender offers will be made in accordance with the requirements of the Exchange Act, the Investment Company Act and the principal stock exchange on
which the common shares are traded. For additional information, see &#147;Repurchase of Common Shares&#148; in the SAI. </P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="toc93447_18">
</A>TAX MATTERS </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The following discussion is a brief summary of certain U.S. federal income tax considerations
affecting the Trust and the purchase, ownership and disposition of the Trust&#146;s common shares. A more detailed discussion of the tax rules applicable to the Trust and its common shareholders can be found in the SAI that is incorporated by
reference into this prospectus. Except as otherwise noted, this discussion assumes you are a taxable U.S. holder (as defined below) and that you hold your common shares as capital assets for U.S. federal income tax purposes (generally, assets held
for investment). This discussion is based upon current provisions of the Code, the regulations promulgated thereunder and judicial and administrative authorities, all of which are subject to change or differing interpretations by the courts or the
Internal Revenue Service (the &#147;IRS&#148;), possibly with retroactive effect. No attempt is made to present a detailed explanation of all U.S. federal tax concerns affecting the Trust and its common shareholders. The discussion set forth herein
does not constitute tax advice and potential investors are urged to consult their own tax advisers to determine the specific U.S. federal, state, local, foreign and non-income tax consequences to them of investing in 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">102 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In addition, no attempt is made to address tax considerations applicable to an
investor with a special tax status, such as a financial institution, real estate investment trust (&#147;REIT&#148;), insurance company, regulated investment company, individual retirement account, other
<FONT STYLE="white-space:nowrap">tax-exempt</FONT> organization, investor that is treated as a partnership for U.S. federal income tax purposes, dealer in securities or currencies, person holding shares of the Trust as part of a hedging, integrated,
conversion or straddle transaction, trader in securities that has elected the <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">mark-to-market</FONT></FONT> method of accounting for its securities, U.S. holder (as defined below)
whose functional currency is not the U.S. dollar, accrual method investor with &#147;applicable financial statements&#148; within the meaning of section 451(b) of the Code, or (except as set forth below)
<FONT STYLE="white-space:nowrap">non-U.S.</FONT> investor. Furthermore, this discussion does not reflect possible application of the alternative minimum tax. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">A U.S. holder is a beneficial owner that is for U.S. federal income tax purposes: </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="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">a citizen or individual resident of the United States (including certain former citizens and former long-term
residents); </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">a corporation or other entity treated as a corporation for U.S. federal income tax purposes, created or
organized in or under the laws of the United States or any state thereof or the District of Columbia; </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">an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or
</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">a trust with respect to which a court within the United States is able to exercise primary supervision over
its administration and one or more U.S. persons have the authority to control all of its substantial decisions or the trust has made a valid election in effect under applicable Treasury regulations to be treated as a U.S. person.
</P></TD></TR></TABLE> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Taxation of the Trust </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Trust intends to elect to be treated and to qualify to be taxed as a RIC under Subchapter M of the Code. In order to
qualify as a RIC, the Trust must, among other things, satisfy certain requirements relating to the sources of its income, diversification of its assets, and distribution of its income to its shareholders. First, the Trust must derive at least 90% of
its annual gross income from dividends, interest, payments with respect to securities loans, gains from the sale or other disposition of stock or securities or foreign currencies, or other income (including but not limited to gains from options,
futures and forward contracts) derived with respect to its business of investing in such stock, securities or currencies, or net income derived from interests in &#147;qualified publicly traded partnerships&#148; (as defined in the Code) (the
&#147;90% gross income test&#148;). Second, the Trust must diversify its holdings so that, at the close of each quarter of its taxable year, (i)&nbsp;at least 50% of the value of its total assets consists of cash, cash items, U.S. Government
securities, securities of other RICs and other securities, with such other securities limited in respect of any one issuer to an amount not greater in value than 5% of the value of the Trust&#146;s total assets and to not more than 10% of the
outstanding voting securities of such issuer, and (ii)&nbsp;not more than 25% of the value of the total assets is invested in the securities (other than U.S. Government securities and securities of other RICs) of any one issuer, any two or more
issuers controlled by the Trust and engaged in the same, similar or related trades or businesses, or any one or more &#147;qualified publicly traded partnerships.&#148; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">As long as the Trust qualifies as a RIC, the Trust will generally not be subject to corporate-level U.S. federal income tax on
income and gains that it distributes each taxable year to its shareholders, provided that in such taxable year it distributes at least 90% of the sum of (i)&nbsp;its net <FONT STYLE="white-space:nowrap">tax-exempt</FONT> interest income, if any, and
(ii)&nbsp;its &#147;investment company taxable income&#148; (which includes, among other items, dividends, taxable interest, taxable original issue discount and market discount income, income from securities lending, net short-term capital gain in
excess of net long-term capital loss, and any other taxable income other than &#147;net capital gain&#148; (as defined below) and is reduced by deductible expenses) determined without regard to the deduction for dividends paid. The Trust may retain
for investment its net capital gain (which consists of the excess of its net long-term capital gain over its net short-term capital loss). However, if the Trust retains any net capital gain or any investment company taxable income, it will be
subject to tax at regular corporate rates on the amount retained. </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; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Code imposes a 4% nondeductible excise tax on the Trust to the extent the
Trust does not distribute by the end of any calendar year at least the sum of (i) 98% of its ordinary income (not taking into account any capital gain or loss) for the calendar year and (ii) 98.2% of its capital gain in excess of its capital loss
(adjusted for certain ordinary losses) for a <FONT STYLE="white-space:nowrap">one-year</FONT> period generally ending on October&nbsp;31 of the calendar year (unless an election is made to use the Trust&#146;s fiscal year). In addition, the minimum
amounts that must be distributed in any year to avoid the excise tax will be increased or decreased to reflect any under-distribution or over-distribution, as the case may be, from the previous year. For purposes of the excise tax, the Trust will be
deemed to have distributed any income on which it paid U.S. federal income tax. While the Trust intends to distribute any income and capital gain in the manner necessary to minimize imposition of the 4% nondeductible excise tax, there can be no
assurance that sufficient amounts of the Trust&#146;s taxable income and capital gain will be distributed to entirely avoid the imposition of the excise tax. In that event, the Trust will be liable for the excise tax only on the amount by which it
does not meet the foregoing distribution requirement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">If in any taxable year the Trust should fail to qualify under
Subchapter M of the Code for tax treatment as a RIC, the Trust would incur a regular corporate U.S. federal income tax upon all of its taxable income for that year, and all distributions to its shareholders (including distributions of net capital
gain) would be taxable to shareholders as ordinary dividend income for U.S. federal income tax purposes to the extent of the Trust&#146;s earnings and profits. Provided that certain holding period and other requirements were met, such dividends
would be eligible (i)&nbsp;to be treated as qualified dividend income in the case of shareholders taxed as individuals and (ii)&nbsp;for the dividends received deduction in the case of corporate shareholders. In addition, to qualify again to be
taxed as a RIC in a subsequent year, the Trust would be required to distribute to shareholders its earnings and profits attributable to <FONT STYLE="white-space:nowrap">non-RIC</FONT> years. In addition, if the Trust failed to qualify as a RIC for a
period greater than two taxable years, then, in order to qualify as a RIC in a subsequent year, the Trust would be required to elect to recognize and pay tax on any net <FONT STYLE="white-space:nowrap">built-in</FONT> gain (the excess of aggregate
gain, including items of income, over aggregate loss that would have been realized if the Trust had been liquidated) or, alternatively, be subject to taxation on such <FONT STYLE="white-space:nowrap">built-in</FONT> gain recognized for a period of
five years. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The remainder of this discussion assumes that the Trust qualifies for taxation as a RIC. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>The Trust&#146;s Investments </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Trust may form a wholly-owned Delaware subsidiary (the &#147;Blocker Subsidiary&#148;) to hold interests in certain of its
portfolio companies to permit the Trust to continue to meet the qualifications for taxation as a RIC. The Blocker Subsidiary will qualify for the exclusion from the definition of the term investment company pursuant to Section&nbsp;3(c)(7) of the
Investment Company Act or will otherwise not be required to register as an investment company under the Investment Company Act. Entities such as the Blocker Subsidiary are typically organized as corporations or as limited liability companies or
partnerships that elect to be taxed as corporations for U.S. federal income tax purposes and hold certain investments in pass-through tax entities (such as partnership interests or limited liability company interests) the gross revenue from which
would be &#147;bad income&#148; for purposes of RIC qualification. The Trust may not invest more than 25% of its total assets in the shares of the Blocker Subsidiary. The Blocker Subsidiary will be subject to federal corporation income tax.&nbsp;The
Blocker Subsidiary&#146;s distributions of its <FONT STYLE="white-space:nowrap">after-tax</FONT> earnings to the Trust will be &#147;good income&#148; for RIC qualification purposes, and will be treated as qualified dividend income (for <FONT
STYLE="white-space:nowrap">non-corporate</FONT> shareholders) and as eligible for the dividends received deduction (for corporate shareholders), or as returns of capital. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Certain of the Trust&#146;s investment practices are subject to special and complex U.S. federal income tax provisions
(including <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">mark-to-market,</FONT></FONT> constructive sale, straddle, wash sale, short sale and other rules) that may, among other things, (i)&nbsp;disallow, suspend or otherwise
limit the allowance of certain losses or deductions, (ii)&nbsp;convert lower taxed long-term capital gains or qualified dividend income into higher taxed short-term capital gains or ordinary income, (iii)&nbsp;convert ordinary loss or a deduction
into capital loss (the deductibility of which is more limited), (iv) cause the Trust to recognize income or gain without a corresponding receipt of cash, (v)&nbsp;adversely affect the time as to when a purchase or sale of stock or securities is
deemed to occur, </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">
(vi)&nbsp;adversely alter the characterization of certain complex financial transactions and (vii)&nbsp;produce income that will not be &#147;qualified&#148; income for purposes of the 90% annual
gross income requirement described above. These U.S. federal income tax provisions could therefore affect the amount, timing and character of distributions to common shareholders. The Trust intends to monitor its transactions and may make certain
tax elections and may be required to dispose of securities to mitigate the effect of these provisions and prevent disqualification of the Trust as a RIC. Additionally, the Trust may be required to limit its activities in derivative instruments in
order to enable it to maintain its RIC status. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Trust may invest a portion of its net assets in below investment grade
securities. Investments in these types of securities may present special tax issues for the Trust. U.S. federal income tax rules are not entirely clear about issues such as when the Trust may cease to accrue interest, original issue discount or
market discount, when and to what extent deductions may be taken for bad debts or worthless securities, how payments received on obligations in default should be allocated between principal and income and whether modifications or exchanges of debt
obligations in a bankruptcy or workout context are taxable. These and other issues could affect the Trust&#146;s ability to distribute sufficient income to preserve its status as a RIC or to avoid the imposition of U.S. federal income or excise tax.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Certain debt securities acquired by the Trust may be treated as debt securities that were originally issued at a
discount. Generally, the amount of the original issue discount is treated as interest income and is included in taxable income (and required to be distributed by the Trust in order to qualify as a RIC and avoid U.S. federal income tax or the 4%
excise tax on undistributed income) over the term of the security, even though payment of that amount is not received until a later time, usually when the debt security matures. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">If the Trust purchases a debt security on a secondary market at a price lower than its adjusted issue price, the excess of the
adjusted issue price over the purchase price is &#147;market discount.&#148; Unless the Trust makes an election to accrue market discount on a current basis, generally, any gain realized 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 &#147;accrued market discount&#148; on the debt security. Market discount generally accrues in equal daily
installments. If the Trust ultimately collects less on the debt instrument than its purchase price plus the market discount previously included in income, the Trust may not be able to benefit from any offsetting loss deductions. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Trust may invest in preferred securities or other securities the U.S. federal income tax treatment of which may not be
clear or may be subject to recharacterization by the IRS. To the extent the tax treatment of such securities or the income from such securities differs from the tax treatment expected by the Trust, it could affect the timing or character of income
recognized by the Trust, potentially requiring the Trust to purchase or sell securities, or otherwise change its portfolio, in order to comply with the tax rules applicable to RICs under the Code. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Gain or loss on the sale of securities by the Trust will generally be long-term capital gain or loss if the securities have
been held by the Trust for more than one year. Gain or loss on the sale of securities held for one year or less will be short-term capital gain or loss. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Because the Trust may invest in foreign securities, its income from such securities may be subject to <FONT
STYLE="white-space:nowrap">non-U.S.</FONT> taxes. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Foreign currency gain or loss on foreign currency exchange contracts, <FONT
STYLE="white-space:nowrap">non-U.S.</FONT> dollar-denominated securities contracts, and <FONT STYLE="white-space:nowrap">non-U.S.</FONT> dollar-denominated futures contracts, options and forward contracts that are not section 1256 contracts (as
defined below) generally will be treated as ordinary income and loss. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Income from options on individual securities
written by the Trust will not be recognized by the Trust for tax purposes until an option is exercised, lapses or is subject to a &#147;closing transaction&#148; (as defined by applicable </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="justify">
regulations) pursuant to which the Trust&#146;s obligations with respect to the option are otherwise terminated. If the option lapses without exercise, the premiums received by the Trust from the
writing of such options will generally be characterized as short-term capital gain. If the Trust enters into a closing transaction, the difference between the premiums received and the amount paid by the Trust to close out its position will
generally be treated as short-term capital gain or loss. If an option written by the Trust is exercised, thereby requiring the Trust to sell the underlying security, the premium will increase the amount realized upon the sale of the security, and
the character of any gain on such sale of the underlying security as short-term or long-term capital gain will depend on the holding period of the Trust in the underlying security. Because the Trust will not have control over the exercise of the
options it writes, such exercises or other required sales of the underlying securities may cause the Trust to realize gains or losses at inopportune times. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Index options that qualify as &#147;section 1256 contracts&#148; will generally be treated as
<FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">&#147;marked-to-market&#148;</FONT></FONT> for U.S. federal income tax purposes. As a result, the Trust will generally recognize gain or loss on the last day of each taxable year
equal to the difference between the value of the option on that date and the adjusted basis of the option. The adjusted basis of the option will consequently be increased by such gain or decreased by such loss. Any gain or loss with respect to
options on indices and sectors that qualify as &#147;section 1256 contracts&#148; will be treated as short-term capital gain or loss to the extent of 40% of such gain or loss and long-term capital gain or loss to the extent of 60% of such gain or
loss. Because the <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">mark-to-market</FONT></FONT> rules may cause the Trust to recognize gain in advance of the receipt of cash, the Trust may be required to dispose of investments in
order to meet its distribution requirements. <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">&#147;Mark-to-market&#148;</FONT></FONT> losses may be suspended or otherwise limited if such losses are part of a straddle or similar
transaction. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Taxation of Common Shareholders </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Trust will either distribute or retain for reinvestment all or part of its net capital gain. If any such gain is retained,
the Trust will be subject to a corporate income tax on such retained amount. In that event, the Trust expects to report the retained amount as undistributed capital gain in a notice to its common shareholders, each of whom, if subject to U.S.
federal income tax on long-term capital gains, (i)&nbsp;will be required to include in income for U.S. federal income tax purposes as long-term capital gain its share of such undistributed amounts, (ii)&nbsp;will be entitled to credit its
proportionate share of the tax paid by the Trust against its U.S. federal income tax liability and to claim refunds to the extent that the credit exceeds such liability and (iii)&nbsp;will increase its basis in its common shares by the amount of
undistributed capital gains included in the shareholder&#146;s income less the tax deemed paid by the shareholder under clause (ii). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Distributions paid to you by the Trust from its net capital gain, if any, that the Trust properly reports as capital gain
dividends (&#147;capital gain dividends&#148;) are taxable as long-term capital gains, regardless of how long you have held your common shares. All other dividends paid to you by the Trust (including dividends from net short-term capital gains or <FONT
STYLE="white-space:nowrap">tax-exempt</FONT> interest, if any) from its current or accumulated earnings and profits (&#147;ordinary income dividends&#148;) are generally subject to tax as ordinary income. Provided that certain holding period and
other requirements are met, ordinary income dividends (if properly reported by the Trust) may qualify (i)&nbsp;for the dividends received deduction in the case of corporate shareholders to the extent that the Trust&#146;s income consists of dividend
income from U.S. corporations, (ii)&nbsp;in the case of individual shareholders, as &#147;qualified dividend income&#148; eligible to be taxed at long-term capital gains rates to the extent that the Trust receives qualified dividend income and
(iii)&nbsp;in the case of individual shareholders, as &#147;section 199A dividends&#148; eligible for a 20% &#147;qualified business income&#148; deduction in tax years beginning after December&nbsp;31, 2017 and before January&nbsp;1, 2026 to the
extent the Trust receives ordinary REIT dividends, reduced by allocable Trust expenses. Qualified dividend income is, in general, dividend income from taxable domestic corporations and certain qualified foreign corporations (e.g., generally, foreign
corporations incorporated in a possession of the United States or in certain countries with a qualifying comprehensive tax treaty with the United States, or whose stock with respect to which such dividend is paid is readily tradable on an
established securities market in the United States). There can be no assurance as to what portion, if any, of the Trust&#146;s distributions will constitute qualified dividend income or be eligible for the dividends received deduction or
&#147;qualified business income&#148; deduction. </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; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Any distributions you receive that are in excess of the Trust&#146;s current and
accumulated earnings and profits will be treated as a return of capital to the extent of your adjusted tax basis in your common shares, and thereafter as capital gain from the sale of common shares. The amount of any Trust distribution that is
treated as a return of capital will reduce your adjusted tax basis in your common shares, thereby increasing your potential gain or reducing your potential loss on any subsequent sale or other disposition of your common shares. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Common shareholders may be entitled to offset their capital gain dividends with capital losses. The Code contains a number of
statutory provisions affecting when capital losses may be offset against capital gain, and limiting the use of losses from certain investments and activities. Accordingly, common shareholders that have capital losses are urged to consult their tax
advisers. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Dividends and other taxable distributions are taxable to you even though they are reinvested in additional
common shares of the Trust. Dividends and other distributions paid by the Trust are generally treated under the Code as received by you at the time the dividend or distribution is made. If, however, the Trust pays you a dividend in January that was
declared in the previous October, November or December to common shareholders of record on a specified date in one of such months, then such dividend will be treated for U.S. federal income tax purposes as being paid by the Trust and received by you
on December&nbsp;31 of the year in which the dividend was declared. In addition, certain other distributions made after the close of the Trust&#146;s taxable year may be &#147;spilled back&#148; and treated as paid by the Trust (except for purposes
of the 4% nondeductible excise tax) during such taxable year. In such case, you will be treated as having received such dividends in the taxable year in which the distributions were actually made. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The price of common shares purchased at any time may reflect the amount of a forthcoming distribution. Those purchasing common
shares just prior to the record date of a distribution will receive a distribution which will be taxable to them even though it represents, economically, a return of invested capital. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Trust will send you information after the end of each year setting forth the amount and tax status of any distributions
paid to you by the Trust. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The sale or other disposition of common shares will generally result in capital gain or loss to
you and will be long-term capital gain or loss if you have held such common shares for more than one year at the time of sale. Any loss upon the sale or other disposition of common shares held for six months or less will be treated as long-term
capital loss to the extent of any capital gain dividends received (including amounts credited as an undistributed capital gain dividend) by you with respect to such common shares. Any loss you recognize on a sale or other disposition of common
shares will be disallowed if you acquire other common shares (whether through the automatic reinvestment of dividends or otherwise) within a <FONT STYLE="white-space:nowrap">61-day</FONT> period beginning 30 days before and ending 30 days after your
sale or exchange of the common shares. In such case, your tax basis in the common shares acquired will be adjusted to reflect the disallowed loss. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">If, as described in the section &#147;Limited Term and Eligible Tender Offer&#148; above, the Trust conducts a tender offer
for its shares, shareholders who offer, and are able to sell all of the shares they hold or are deemed to hold in response to such tender offer generally will be treated as having sold their shares and generally will recognize a capital gain or
loss. In the case of shareholders who tender or are able to sell fewer than all of their shares, it is possible that any amounts that the shareholder receives in such repurchase will be taxable as a dividend to such shareholder. Shares actually
owned, as well as shares constructively owned under Section&nbsp;318 of the Code, will generally be taken into account for purposes of the foregoing rules. In addition, there is a risk that shareholders who do not tender any of their shares for
repurchase, or whose percentage interest in the Trust otherwise increases as a result of the tender offer, will be treated for U.S. federal income tax purposes as having received a taxable dividend distribution as a result of their proportionate
increase in the ownership of the Trust. The Trust&#146;s use of cash to repurchase shares could adversely affect its ability to satisfy the distribution requirements for treatment as a regulated investment company. Different tax consequences may
apply to tendering and <FONT STYLE="white-space:nowrap">non-tendering</FONT> common shareholders in connection with a tender offer, and these consequences will be disclosed in the related offering 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">107 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">If the Trust liquidates, shareholders generally will realize capital gain or loss
upon such liquidation in an amount equal to the difference between the amount of cash or other property received by the shareholder (including any property deemed received by reason of its being placed in a liquidating trust) and the
shareholder&#146;s adjusted tax basis in its common shares. Any such gain or loss will be long-term if the shareholder is treated as having a holding period in the Trust shares of greater than one year, and otherwise will be <FONT
STYLE="white-space:nowrap">short-term.</FONT> </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Current U.S. federal income tax law taxes both long-term and short-term
capital gain of corporations at the rates applicable to ordinary income. For <FONT STYLE="white-space:nowrap">non-corporate</FONT> taxpayers, short-term capital gain is currently taxed at rates applicable to ordinary income while long-term capital
gain generally is taxed at a reduced maximum rate. The deductibility of capital losses is subject to limitations under the Code. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Certain U.S. holders who are individuals, estates or trusts and whose income exceeds certain thresholds will be required to
pay a 3.8% Medicare tax on all or a portion of their &#147;net investment income,&#148; which includes dividends received from the Trust and capital gains from the sale or other disposition of the Trust&#146;s common shares. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">A common shareholder that is a nonresident alien individual or a foreign corporation (a &#147;foreign investor&#148;)
generally will be subject to U.S. federal withholding tax at the rate of 30% (or possibly a lower rate provided by an applicable tax treaty) on ordinary income dividends (except as discussed below). In general, U.S. federal withholding tax and U.S.
federal income tax will not apply to any gain or income realized by a foreign investor in respect of any distribution of net capital gain (including amounts credited as an undistributed capital gain dividend) or upon the sale or other disposition of
common shares of the Trust. Different tax consequences may result if the foreign investor is engaged in a trade or business in the United States or, in the case of an individual, is present in the United States for 183 days or more during a taxable
year and certain other conditions are met. Foreign investors should consult their tax advisers regarding the tax consequences of investing in the Trust&#146;s common shares. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Ordinary income dividends properly reported by a RIC are generally exempt from U.S. federal withholding tax where they
(i)&nbsp;are paid in respect of the RIC&#146;s &#147;qualified net interest income&#148; (generally, its U.S.-source interest income, other than certain contingent interest and interest from obligations of a corporation or partnership in which the
RIC is at least a 10% shareholder, reduced by expenses that are allocable to such income) or (ii)&nbsp;are paid in respect of the RIC&#146;s &#147;qualified short-term capital gains&#148; (generally, the excess of the RIC&#146;s net short-term
capital gain over its long-term capital loss for such taxable year). Depending on its circumstances, the Trust may report all, some or none of its potentially eligible dividends as such qualified net interest income or as qualified short-term
capital gains, and/or treat such dividends, in whole or in part, as ineligible for this exemption from withholding. In order to qualify for this exemption from withholding, a foreign investor needs to comply with applicable certification
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). In the case of common shares held through an intermediary, the intermediary may have withheld even if the Trust reported the payment as
qualified net interest income or qualified short-term capital gain. Foreign investors should contact their intermediaries with respect to the application of these rules to their accounts. There can be no assurance as to what portion of the
Trust&#146;s distributions would qualify for favorable treatment as qualified net interest income or qualified short-term capital gains. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In addition, withholding at a rate of 30% will apply to dividends paid in respect of common shares of the Trust held by or
through certain foreign financial institutions (including investment funds), unless such institution enters into an agreement with the Treasury to report, on an annual basis, information with respect to shares in, and accounts maintained by, the
institution to the extent such shares or accounts are held by certain U.S. persons and by certain <FONT STYLE="white-space:nowrap">non-U.S.</FONT> entities that are wholly or partially owned by U.S. persons and to withhold on certain payments.
Accordingly, the entity through which common shares of the Trust are held will affect the determination of whether such withholding is required. Similarly, dividends paid in respect of common shares of
</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">108 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">
the Trust held by an investor that is a <FONT STYLE="white-space:nowrap">non-financial</FONT> foreign entity that does not qualify under certain exemptions will be subject to withholding at a
rate of 30%, unless such entity either (i)&nbsp;certifies that such entity does not have any &#147;substantial United States owners&#148; or (ii)&nbsp;provides certain information regarding the entity&#146;s &#147;substantial United States
owners,&#148; which the Trust or applicable withholding agent will in turn provide to the Secretary of the Treasury. An intergovernmental agreement between the United States and an applicable foreign country, or future Treasury regulations or other
guidance, may modify these requirements. The Trust will not pay any additional amounts to common shareholders in respect of any amounts withheld. Foreign investors are encouraged to consult with their tax advisers regarding the possible implications
of these rules on their investment in the Trust&#146;s common shares. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">U.S. federal backup withholding tax may be required
on dividends, distributions and sale proceeds payable to<B><I> </I></B>certain <FONT STYLE="white-space:nowrap">non-exempt</FONT> common shareholders who fail to supply their correct taxpayer identification number (in the case of individuals,
generally, their social security number) or to make required certifications, or who are otherwise subject to backup withholding. Backup withholding is not an additional tax and any amount withheld may be refunded or credited against your U.S.
federal income tax liability, if any, provided that you timely furnish the required information to the IRS. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Ordinary
income dividends, capital gain dividends, and gain from the sale or other disposition of common shares of the Trust also may be subject to state, local, and/or foreign taxes. Common shareholders are urged to consult their own tax advisers regarding
specific questions about U.S. federal, state, local or foreign tax consequences to them of investing in the Trust. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The
foregoing is a general and abbreviated summary of certain provisions of the Code and the Treasury regulations currently in effect as they directly govern the taxation of the Trust and its common shareholders. These provisions are subject to change
by legislative or administrative action, and any such change may be retroactive. A more detailed discussion of the tax rules applicable to the Trust and its common shareholders can be found in the SAI that is incorporated by reference into this
prospectus. Common shareholders are urged to consult their tax advisers regarding specific questions as to U.S. federal, state, local and foreign income or other taxes. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Please refer to the SAI for more detailed information. You are urged to consult your tax adviser. </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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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="toc93447_19"></A>UNDERWRITERS </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Under the terms and subject to the conditions in an underwriting agreement, dated the date of this prospectus, the
Underwriters named below, for whom Morgan Stanley &amp; Co. LLC, BofA Securities, Inc., UBS Securities LLC, Wells Fargo Securities, LLC and Raymond James &amp; Associates, Inc. are acting as representatives (the &#147;Representatives&#148;), have
severally agreed to purchase, and the Trust has agreed to sell to them, the number of the Trust&#146;s common shares indicated below. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="92%" 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="5%"></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" NOWRAP> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-bottom:1.00pt solid #000000; display:table-cell; font-size:8pt; font-family:Times New Roman; "><B>Underwriter</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" COLSPAN="2" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"><B>Number&nbsp;of<BR>Shares</B></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">Morgan Stanley&nbsp;&amp; Co. LLC</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;</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">BofA Securities, Inc.</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;</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">UBS Securities LLC</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;</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">Wells Fargo Securities, LLC</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></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">Raymond James&nbsp;&amp; Associates, Inc.</P></TD>
<TD VALIGN="bottom">&nbsp;&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:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Ameriprise Financial Services, LLC</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></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">Oppenheimer&nbsp;&amp; Co. Inc.</P></TD>
<TD VALIGN="bottom">&nbsp;&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:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">RBC Capital Markets, LLC</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></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">Stifel, Nicolaus&nbsp;&amp; Company, Incorporated</P></TD>
<TD VALIGN="bottom">&nbsp;&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:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Aegis Capital Corp.</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></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">A.G.P./Alliance Global Partners</P></TD>
<TD VALIGN="bottom">&nbsp;&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:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">American Veterans Group, PBC</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></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">AmeriVet Securities, Inc.</P></TD>
<TD VALIGN="bottom">&nbsp;&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:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">B. Riley Securities, Inc.</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></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">Bancroft Capital, LLC</P></TD>
<TD VALIGN="bottom">&nbsp;&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:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Brookline Capital Markets, a Division of Arcadia Securities, LLC</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></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">D.A. Davidson&nbsp;&amp; Co.</P></TD>
<TD VALIGN="bottom">&nbsp;&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:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Hennion&nbsp;&amp; Walsh, Inc.</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></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">Hilltop Securities Inc.</P></TD>
<TD VALIGN="bottom">&nbsp;&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:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Incapital LLC</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></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">Ingalls&nbsp;&amp; Snyder LLC</P></TD>
<TD VALIGN="bottom">&nbsp;&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:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Janney Montgomery Scott LLC</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></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">JonesTrading Institutional Services LLC</P></TD>
<TD VALIGN="bottom">&nbsp;&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:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Ladenburg Thalmann&nbsp;&amp; Co. Inc.</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></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">National Securities Corporation</P></TD>
<TD VALIGN="bottom">&nbsp;&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:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Newbridge Securities Corporation</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></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">Northland Securities, Inc.</P></TD>
<TD VALIGN="bottom">&nbsp;&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:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Pershing LLC</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></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">R. Seelaus&nbsp;&amp; Co., LLC</P></TD>
<TD VALIGN="bottom">&nbsp;&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:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">GMS Group, LLC</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></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">Wedbush Securities Inc.</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></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: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: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;</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right">&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;</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; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Underwriters are offering the common shares subject to their acceptance of the common
shares from the Trust and subject to prior sale. The underwriting agreement provides that the obligations of the several Underwriters to pay for and accept delivery of the common shares offered by this prospectus are subject to the approval of
certain legal matters by their counsel and to certain other conditions. The Underwriters are obligated to take and pay for all of the common shares offered by this prospectus if any such shares are taken. However, the Underwriters are not required
to take or pay for the common shares covered by the Underwriters&#146; over-allotment option described 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">110 </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; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Underwriters initially propose to offer part of the common shares directly to
the public at the public offering price listed on the cover page of this prospectus and part to certain dealers at a price that represents a concession not in excess of $&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; per common
share under the public offering price. Investors must pay for any common shares purchased in this offering on or before &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;, 2021. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Trust has granted to the Underwriters an option, exercisable for 45 days from the date of this prospectus, to purchase up
to &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; additional common shares at the public offering price listed on the cover page of this prospectus. The Underwriters may exercise this option solely for the purpose of covering
over-allotments, if any, made in connection with the offering of the common shares offered by this prospectus. To the extent the option is exercised, each Underwriter will become obligated, subject to certain conditions, to purchase approximately
the same percentage of the additional common shares as the number listed next to the Underwriter&#146;s name in the preceding table bears to the total number of common shares listed next to the names of all Underwriters in the preceding table. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The following table shows the per share and total public offering price, underwriting discounts and commissions (sales load)
and proceeds to the Trust. These amounts are shown assuming both no exercise and full exercise of the Underwriters&#146; option to purchase up to an additional &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 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="71%"></TD>

<TD VALIGN="bottom" WIDTH="4%"></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>
<TD></TD>
<TD></TD>
<TD></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 COLSPAN="2" VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" COLSPAN="6" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"><B>Total</B></TD>
<TD VALIGN="bottom">&nbsp;</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" COLSPAN="2" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"><B>Per&nbsp;Share</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" COLSPAN="2" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"><B>No&nbsp;Exercise</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" COLSPAN="2" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"><B>Full&nbsp;Exercise</B></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">Public Offering Price</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">$</TD>
<TD VALIGN="bottom" ALIGN="right">20.00</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom">$</TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom">$</TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Sales Load</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">None</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">None</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">None</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Proceeds to the Trust</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">$</TD>
<TD VALIGN="bottom" ALIGN="right">20.00</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom">$</TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom">$</TD>
<TD NOWRAP VALIGN="bottom" ALIGN="right">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The compensation and fees paid to the Underwriters described below under &#147;Additional
Compensation Paid by the Advisor&#148; are not reimbursable to the Advisor by the Trust and are therefore not reflected in the table above. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Advisor (and not the Trust) will pay all organizational expenses of the Trust and all offering costs associated with this
offering. The Trust is not obligated to repay any such organizational expenses or offering costs paid by the Advisor. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The
Underwriters have informed the Trust that they do not intend sales to discretionary accounts to exceed five percent of the total number of common shares offered by them. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In order to meet requirements for listing the common shares on the NYSE, the Underwriters have undertaken to sell lots of 100
or more shares to a minimum of 400 beneficial owners in the United States. The minimum investment requirement is 100 common shares ($2,000). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Trust&#146;s common shares have been approved for listing on the NYSE, subject to notice of issuance, under the symbol
&#147;BIGZ&#148;. </P>  <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Trust has agreed that, without the prior written consent of the Representatives on behalf of
the Underwriters, it will not, during the period ending 180 days after the date of this prospectus: </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="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">offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or
contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any common shares or any securities convertible into or exercisable or exchangeable for common shares;
</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">file any registration statement with the SEC relating to the offering of any common shares or any securities
convertible into or exercisable or exchangeable for common shares; or </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">enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic
consequences of ownership of the common shares; </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">111 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">whether any such transaction described above is to be settled by delivery of common shares or
such other securities, in cash or otherwise. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The restrictions described in the immediately preceding paragraph do not
apply to: </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="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 sale of common shares to the Underwriters; or </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">any common shares issued pursuant to the Reinvestment Plan. </P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Representatives, in their sole discretion, may release the common shares and other securities subject to the <FONT
STYLE="white-space:nowrap">lock-up</FONT> agreement described above in whole or in part at any time with or without notice. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In order to facilitate the offering of the common shares, the Underwriters may engage in transactions that stabilize, maintain
or otherwise affect the price of the common shares. Specifically, the Underwriters may sell more common shares than they are obligated to purchase under the underwriting agreement, creating a short position. A short sale is covered if the short
position is no greater than the number of common shares available for purchase by the Underwriters under the over-allotment option. The Underwriters can close out a covered short sale by exercising the over-allotment option or purchasing common
shares in the open market. In determining the source of common shares to close out a covered short sale, the Underwriters will consider, among other things, the open market price of the common shares compared to the price available under the
over-allotment option. The Underwriters may also sell common shares in excess of the over-allotment option, creating a naked short position. The Underwriters must close out any naked short position by purchasing common shares in the open market. A
naked short position is more likely to be created if the Underwriters are concerned that there may be downward pressure on the price of the common shares in the open market after pricing that could adversely affect investors who purchase in the
offering. As an additional means of facilitating the offering, the Underwriters may bid for, and purchase, common shares in the open market to stabilize the price of the common shares. Finally, the underwriting syndicate may also reclaim selling
concessions allowed to an Underwriter or a dealer for distributing the common shares in the offering. Any of these activities may raise or maintain the market price of the common shares above independent market levels or prevent or retard a decline
in the market price of the common shares. The Underwriters are not required to engage in these activities, and may end any of these activities at any time. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Trust, the Advisor and the Underwriters have agreed to indemnify each other against certain liabilities, including
liabilities 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">A prospectus in electronic format may be made available on websites maintained by
one or more Underwriters, or selling group members, if any, participating in this offering. The Representatives may agree to allocate a number of common shares to Underwriters for sale to their online brokerage account holders. Internet
distributions will be allocated by the Representatives to Underwriters that may make Internet distributions on the same basis as other allocations. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Prior to this offering, there has been no public market for the common shares. The initial public offering price for the
common shares was determined by negotiation among the Trust, the Advisor and the Representatives. There can be no assurance, however, that the price at which the common shares trade after this offering will not be lower than the price at which they
are sold by the Underwriters or that an active trading market in the common shares will develop and continue after this offering. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Prior to the public offering of the common shares, BlackRock Financial Management, Inc. (&#147;BFM&#148;), an affiliate of the
Advisor, purchased common shares from the Trust in an amount satisfying the net worth requirements of Section&nbsp;14(a) of the Investment Company Act, which requires the Trust to have a net worth of at least $100,000 prior to making a public
offering. As of the date of this prospectus, BFM owned 100% of the Trust&#146;s outstanding common shares and therefore may be deemed to control the Trust until such time as it owns less than 25% of the Trust&#146;s outstanding common shares, which
is expected to occur upon the closing of this offering. </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; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Trust anticipates that the Representatives and certain other Underwriters may
from time to time act as brokers and dealers in connection with the execution of its portfolio transactions after they have ceased to be Underwriters and, subject to certain restrictions, may act as such brokers while they are Underwriters. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Underwriters and their respective affiliates are full service financial institutions engaged in various activities, which
may include securities trading, commercial lending, investment banking, financial advisory, investment management, principal investment, hedging, derivatives, financing and brokerage activities. Certain of the Underwriters or their respective
affiliates from time to time have provided in the past, and may provide in the future, securities trading, commercial lending, investment banking, financial advisory, investment management, principal investment, hedging, derivatives, financing and
brokerage services to the Trust, certain of its executive officers and affiliates and the Advisor and its affiliates in the ordinary course of business, for which they have received, and may receive, customary fees and expenses. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">No action has been taken in any jurisdiction (except in the United States) that would permit a public offering of the common
shares, or the possession, circulation or distribution of this prospectus or any other material relating to the Trust or the common shares where action for that purpose is required. Accordingly, the common shares may not be offered or sold, directly
or indirectly, and neither this prospectus nor any other offering material or advertisements in connection with the common shares may be distributed or published, in or from any country or jurisdiction except in compliance with the applicable rules
and regulations of any such country or jurisdiction. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The principal business address of Morgan Stanley &amp; Co. LLC is
1585 Broadway, New York, New York 10036. The principal business address of BofA Securities, Inc. is One Bryant Park, New York, New York 10036. The principal business address of UBS Securities LLC is 1285 Avenue of the Americas, New York, New York
10019. The principal business address of Wells Fargo Securities, LLC is 550 South Tryon Street, Charlotte, North Carolina 28202. The principal business address of Raymond James&nbsp;&amp; Associates, Inc. is 880 Carillon Parkway, St. Petersburg,
Florida 33716. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Additional Compensation Paid by the Advisor </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Advisor (and not the Trust) has agreed to pay Morgan Stanley &amp; Co. LLC, from its own assets, an upfront structuring and
syndication fee in the amount of $&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; for advice and services relating to the structure and design of the Trust as well as services related to the sale and distribution of the common shares.
If the over-allotment option is not exercised, the upfront structuring and syndication fee paid to Morgan Stanley &amp; Co. LLC will not exceed &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;% of the total public offering price of the
common shares. These services provided by Morgan Stanley &amp; Co. LLC to the Advisor are unrelated to the Advisor&#146;s function of advising the Trust as to its investments in securities or use of investment strategies and investment techniques.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Advisor (and not the Trust) has agreed to pay each of BofA Securities, Inc. (or an affiliate), UBS Securities LLC,
Wells Fargo Securities, LLC and Raymond James &amp; Associates, Inc., from its own assets, an upfront structuring fee in the amount of $&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;,
$&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;, $&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; and $&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;, respectively, for advice relating to the structure,
design and organization of the Trust as well as services related to the sale and distribution of the common shares. If the over-allotment option is not exercised, the upfront structuring fee paid to each of BofA Securities, Inc. (or an affiliate),
UBS Securities LLC, Wells Fargo Securities, LLC and Raymond James&nbsp;&amp; Associates, Inc., will not exceed &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;%, &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;%,
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;% and &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;%, respectively, of the total public offering price of the common shares. These services provided by these Underwriters to
the Advisor are unrelated to the Advisor&#146;s function of advising the Trust as to its investments in securities or use of investment strategies and investment techniques. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Advisor (and not the Trust) has agreed to pay each of &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;,
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; and &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;, from its own assets, an upfront fee in the amount of $&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;,
$&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; and $&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;, respectively, for services related to the distribution of the common shares. If the over-allotment option is not
exercised, the upfront fee paid to each of &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;, &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; and &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&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">113 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">
will not exceed &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;%, &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;% and
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;%, respectively, of the total public offering price of the common shares. These services provided by these Underwriters to the Advisor are unrelated to the Advisor&#146;s function of
advising the Trust as to its investments in securities or use of investment strategies and investment techniques. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The
Advisor (and not the Trust) may also pay certain other qualifying Underwriters a structuring fee, a sales incentive fee or other additional compensation in connection with this offering. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The amount of these structuring and other fees are calculated based on the total respective sales of common shares by these
Underwriters, including those common shares included in the Underwriters&#146; over-allotment option, and will be paid regardless of whether some or all of the over-allotment option is exercised. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">In addition, the Advisor (and not the Trust) has agreed to pay from its own assets, compensation of $0.52 per common share to
the Underwriters in connection with the offering, which aggregate amount will not exceed 2.60% of the total public offering price of the common shares. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Advisor and certain of its affiliates (and not the Trust) expect to pay compensation to certain registered representatives
of BlackRock Investments, LLC (a registered broker-dealer and an affiliate of the Advisor) that participate in the marketing of the Trust&#146;s common shares in an aggregate amount that will not exceed 0.13% of the total public offering price of
the common shares. The Advisor and certain of its affiliates (and not the Trust) pay this compensation in consideration of marketing activities conducted as part of these registered representatives&#146; regular duties, which activities may include
providing information and education to partner firms about the Trust, discussing economic trends and market movements and providing assistance with marketing materials. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Total underwriting compensation determined in accordance with Financial Industry Regulatory Authority, Inc.
(&#147;FINRA&#148;) rules is summarized as follows. The Advisor has agreed to reimburse the Underwriters for the reasonable fees and disbursements of counsel to the Underwriters in connection with the review by FINRA of the terms of the sale of the
common shares in an amount not to exceed $30,000 in the aggregate, which amount will not exceed &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;% of the total public offering price of the common shares if the over-allotment option is not
exercised. The sum total of all compensation to the Underwriters and registered representatives of BlackRock Investments, LLC in connection with this public offering of the common shares, including expense reimbursement and all forms of structuring
and other fee payments to the Underwriters, will not exceed 9.00% of the total public offering price of the common shares. </P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="toc93447_20">
</A>CUSTODIAN AND TRANSFER AGENT </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The custodian of the assets of the Trust is State Street Bank and Trust Company,
whose principal business address is One Lincoln Street, Boston, Massachusetts 02111. The custodian will be responsible for, among other things, receipt of and disbursement of funds from the Trust&#146;s accounts, establishment of segregated accounts
as necessary, and transfer, exchange and delivery of Trust portfolio securities. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Computershare Trust Company, N.A., whose
principal business address is 150 Royall Street, Canton, Massachusetts 02021, will serve as the Trust&#146;s transfer agent with respect to the common shares. </P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="toc93447_21"></A>ADMINISTRATION AND ACCOUNTING SERVICES </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">State Street Bank and Trust Company will provide certain administration and accounting services to the Trust pursuant to an
Administration and Fund Accounting Services Agreement (the &#147;Administration Agreement&#148;). Pursuant to the Administration Agreement, State Street Bank and Trust Company will provide the Trust with, among other things, customary fund
accounting services, including computing the Trust&#146;s NAV 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">114 </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="justify">
maintaining books, records and other documents relating to the Trust&#146;s financial and portfolio transactions, and customary fund administration services, including assisting the Trust with
regulatory filings, tax compliance and other oversight activities. For these and other services it provides to the Trust, State Street Bank and Trust Company is paid a monthly fee from the Trust at an annual rate ranging from .0075% to .015% of the
Trust&#146;s Managed Assets, along with an annual fixed fee ranging from $0 to $10,000 for the services it provides to the Trust. </P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="toc93447_22">
</A>INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Deloitte&nbsp;&amp; Touche LLP, whose principal business address is
200 Berkeley Street, Boston, Massachusetts 02116, is the independent registered public accounting firm of the Trust and is expected to render an opinion annually on the financial statements of the Trust. </P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="toc93447_23"></A>LEGAL OPINIONS </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Certain legal matters in connection with the common shares will be passed upon for the Trust by Willkie Farr&nbsp;&amp;
Gallagher LLP, New York, New York. Weil, Gotshal&nbsp;&amp; Manges LLP, New York, New York advised the Underwriters in connection with the offering of the common shares. Willkie Farr&nbsp;&amp; Gallagher LLP and Weil, Gotshal&nbsp;&amp; Manges LLP
may rely as to certain matters of Maryland law on the opinion of Miles&nbsp;&amp; Stockbridge P.C. </P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="toc93447_24"></A>PRIVACY
PRINCIPLES OF THE TRUST </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Trust is committed to maintaining the privacy of shareholders and to safeguarding their <FONT
STYLE="white-space:nowrap">non-public</FONT> personal information. The following information is provided to help you understand what personal information the Trust collects, how we protect that information, and why in certain cases we may share such
information with select other parties. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Trust does not receive any <FONT STYLE="white-space:nowrap">non-public</FONT>
personal information relating to its shareholders who purchase shares through their broker-dealers. In the case of shareholders who are record holders of the Trust, the Trust receives personal <FONT STYLE="white-space:nowrap">non-public</FONT>
information on account applications or other forms. With respect to these shareholders, the Trust also has access to specific information regarding their transactions in the Trust. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Trust does not disclose any <FONT STYLE="white-space:nowrap">non-public</FONT> personal information about its shareholders
or former shareholders to anyone, except as permitted by law or as is necessary in order to service our shareholders&#146; accounts (for example, to a transfer agent). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman" ALIGN="justify">The Trust restricts access to <FONT STYLE="white-space:nowrap">non-public</FONT> personal information about its shareholders
to BlackRock employees with a legitimate business need for the information. The Trust maintains physical, electronic and procedural safeguards designed to protect the <FONT STYLE="white-space:nowrap">non-public</FONT> personal information of our
shareholders. </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">115 </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" ALIGN="center">


<IMG SRC="g93447g21a07.jpg" ALT="LOGO">
 </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:14pt; font-family:Times New Roman" ALIGN="center"><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Shares
</B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:18pt; font-family:Times New Roman" ALIGN="center"><B>BlackRock Innovation and Growth Trust </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:14pt; font-family:Times New Roman" ALIGN="center"><B>Common Shares </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:14pt; font-family:Times New Roman" ALIGN="center"><B>$20.00
per share </B></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:12pt; margin-bottom:0pt; font-size:16pt; font-family:Times New Roman" ALIGN="center"><B>PROSPECTUS </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:14pt; font-family:Times New Roman" ALIGN="center"><B>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;, 2021 </B></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:12pt; margin-bottom:0pt; font-size:12.5pt; font-family:Times New Roman" ALIGN="center"><B>Morgan Stanley </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12.5pt; font-family:Times New Roman" ALIGN="center"><B>BofA
Securities </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12.5pt; font-family:Times New Roman" ALIGN="center"><B>UBS Investment Bank </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12.5pt; font-family:Times New Roman" ALIGN="center"><B>Wells Fargo Securities </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12.5pt; font-family:Times New Roman" ALIGN="center"><B>Raymond James </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12.5pt; font-family:Times New Roman" ALIGN="center"><B>Ameriprise Financial Services, LLC </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12.5pt; font-family:Times New Roman" ALIGN="center"><B>Oppenheimer &amp; Co. </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12.5pt; font-family:Times New Roman" ALIGN="center"><B>RBC Capital Markets </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12.5pt; font-family:Times New Roman" ALIGN="center"><B>Stifel </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12.5pt; font-family:Times New Roman" ALIGN="center"><B>Aegis Capital
Corp. </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12.5pt; font-family:Times New Roman" ALIGN="center"><B>Alliance Global Partners </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12.5pt; font-family:Times New Roman" ALIGN="center"><B>American Veterans Group, PBC </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12.5pt; font-family:Times New Roman" ALIGN="center"><B>AmeriVet Securities </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12.5pt; font-family:Times New Roman" ALIGN="center"><B>B. Riley Securities </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12.5pt; font-family:Times New Roman" ALIGN="center"><B>Bancroft Capital, LLC </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12.5pt; font-family:Times New Roman" ALIGN="center"><B>Brookline Capital Markets </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12.5pt; font-family:Times New Roman" ALIGN="center"><B>D.A. Davidson &amp; Co. </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12.5pt; font-family:Times New Roman" ALIGN="center"><B>Hennion &amp; Walsh, Inc. </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12.5pt; font-family:Times New Roman" ALIGN="center"><B>HilltopSecurities </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12.5pt; font-family:Times New Roman" ALIGN="center"><B>Incapital </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12.5pt; font-family:Times New Roman" ALIGN="center"><B>Ingalls
&amp; Snyder LLC </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12.5pt; font-family:Times New Roman" ALIGN="center"><B>Janney Montgomery Scott </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12.5pt; font-family:Times New Roman" ALIGN="center"><B>JonesTrading </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12.5pt; font-family:Times New Roman" ALIGN="center"><B>Ladenburg Thalmann </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12.5pt; font-family:Times New Roman" ALIGN="center"><B>National Securities Corporation </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12.5pt; font-family:Times New Roman" ALIGN="center"><B>Newbridge Securities Corporation </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12.5pt; font-family:Times New Roman" ALIGN="center"><B>Northland Securities, Inc. </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12.5pt; font-family:Times New Roman" ALIGN="center"><B>Pershing LLC </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12.5pt; font-family:Times New Roman" ALIGN="center"><B>R.
Seelaus &amp; Co., LLC </B></P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12.5pt; font-family:Times New Roman" ALIGN="center"><B>GMS Group, LLC </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:12.5pt; font-family:Times New Roman" ALIGN="center"><B>Wedbush Securities Inc. </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify">Until<B><I>
&nbsp;&nbsp;&nbsp;&nbsp;</I></B><B><I>&nbsp;&nbsp;&nbsp;&nbsp;</I></B><B><I>&nbsp;&nbsp;&nbsp;&nbsp;</I></B><B><I>&nbsp;&nbsp;&nbsp;&nbsp;</I></B>, 2021 (25 days after the date of this prospectus), all dealers that buy, sell or trade the common
shares, whether or not participating in this offering, may be required to deliver a prospectus. This delivery requirement is in addition to the dealers&#146; obligations to deliver a prospectus when acting as underwriters and with respect to their
unsold allotments or subscriptions. </P>  <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="justify"><FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">BIGZ-PR-022</FONT></FONT> </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:10pt; font-family:Arial Narrow"><FONT COLOR="#de1a1e"><B>The information in this preliminary statement of additional information is not complete and
may be changed. We may not sell these securities until the Registration Statement filed with the Securities and Exchange Commission is effective. This preliminary statement of additional information is not an offer to sell these securities and is
not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. </B></FONT></P>  <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><FONT
 COLOR="#de1a1e"><B>SUBJECT TO COMPLETION, DATED MARCH 24, 2021 </B></FONT></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="g93447g06t81.jpg" ALT="LOGO">
 </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>BlackRock Innovation and Growth Trust </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:12pt; font-family:Times New Roman" ALIGN="center"><B>STATEMENT OF ADDITIONAL INFORMATION </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">BlackRock Innovation and Growth Trust<B><I> </I></B>(the &#147;Trust&#148;) is a <FONT STYLE="white-space:nowrap">non-diversified,</FONT> <FONT
STYLE="white-space:nowrap">closed-end</FONT> management investment company with no operating history. This Statement of Additional Information (&#147;SAI&#148;) relating to common shares does not constitute a prospectus, but should be read in
conjunction with the prospectus relating thereto dated<B><I> &nbsp;&nbsp;&nbsp;&nbsp;</I></B><B><I>&nbsp;&nbsp;&nbsp;&nbsp;</I></B><B><I>&nbsp;&nbsp;&nbsp;&nbsp;</I></B><B><I>&nbsp;&nbsp;&nbsp;&nbsp;</I></B>, 2021. This SAI, which is not a
prospectus, 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. A copy of the prospectus may be obtained
without charge by calling (800) <FONT STYLE="white-space:nowrap">882-0052.</FONT> You may also obtain a copy of the prospectus on the Securities and Exchange Commission&#146;s (the &#147;SEC&#148;) website (http://www.sec.gov). 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; text-indent:4%; font-size:10pt; font-family:Times New Roman">References to the Investment Company Act of 1940,
as amended (the &#147;Investment Company Act&#148;), or other applicable law, will include any rules promulgated thereunder and any guidance, interpretations or modifications by the SEC, SEC staff or other authority with appropriate jurisdiction,
including court interpretations, and exemptive, <FONT STYLE="white-space:nowrap">no-action</FONT> or other relief or permission from the SEC, SEC staff or other authority. </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: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>
<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="95%"></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="#saitoc93447_1">USE OF PROCEEDS</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">S-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="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="#saitoc93447_2">INVESTMENT OBJECTIVES AND POLICIES</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">S-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="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="#saitoc93447_3">INVESTMENT POLICIES AND TECHNIQUES</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">S-3</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="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="#saitoc93447_4">ADDITIONAL RISK FACTORS</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">S-26</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="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="#saitoc93447_5">MANAGEMENT OF THE TRUST</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">S-58</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="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="#saitoc93447_6">PORTFOLIO TRANSACTIONS AND BROKERAGE</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">S-78</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="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="#saitoc93447_7">CONFLICTS OF INTEREST</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">S-82</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="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="#saitoc93447_8">DESCRIPTION OF SHARES</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">S-90</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="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="#saitoc93447_9">REPURCHASE OF COMMON SHARES</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">S-92</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="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="#saitoc93447_10">TAX MATTERS</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">S-93</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="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="#saitoc93447_11">REPORT OF 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"><FONT STYLE="white-space:nowrap">F-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="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="#saitoc93447_12">FINANCIAL STATEMENT</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">F-2</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="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="#saitoc93447_13">APPENDIX A: RATINGS OF INVESTMENTS</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="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="#saitoc93447_14">APPENDIX B: <FONT STYLE="white-space:nowrap">CLOSED-END</FONT> FUND PROXY
 VOTING POLICY</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> <P STYLE="margin-top:22pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>This Statement of Additional Information is dated
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;, 2021. </B></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:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="saitoc93447_1"></A>USE OF PROCEEDS </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Pending investment in securities that meet the Trust&#146;s investment objectives and policies, the net proceeds of this offering will be
invested in short-term debt securities of the type described below under &#147;Investment Policies and Techniques&#151;Cash Equivalents and Short-Term Debt Securities.&#148; If necessary to invest fully the net proceeds of this offering immediately,
the Trust may also purchase, as temporary investments, securities of other open- or <FONT STYLE="white-space:nowrap">closed-end</FONT> investment companies that invest primarily in securities of the type in which the Trust may invest directly. We
currently anticipate that the Trust will be able to invest all of the net proceeds in accordance with the Trust&#146;s investment objectives and policies within approximately three months after the completion of this offering. </P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="saitoc93447_2"></A>INVESTMENT OBJECTIVES AND POLICIES </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Investment Restrictions </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Trust has
adopted restrictions and policies relating to the investment of the Trust&#146;s assets and its activities. Certain of the restrictions are fundamental policies of the Trust and may not be changed without the approval of the holders of a majority of
the Trust&#146;s outstanding voting securities (which for this purpose and under the Investment Company Act means the lesser of (i) 67% of the shares represented at a meeting at which more than 50% of the outstanding shares are represented or
(ii)&nbsp;more than 50% of the outstanding shares), including class approval by a majority of the Trust&#146;s outstanding preferred shares, if any (which for this purpose and under the Investment Company Act means the lesser of (i) 67% of the
preferred shares, as a single class, represented at a meeting at which more than 50% of the Trust&#146;s outstanding preferred shares are represented or (ii)&nbsp;more than 50% of the outstanding preferred shares). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>Fundamental Investment Restrictions</I>.<B> </B>Under these fundamental investment restrictions, the Trust may not: </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="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="left">Concentrate its investments in a particular industry, as that term is used in the Investment Company Act.
</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="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="left">Borrow money, except as permitted under the Investment Company Act. </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="4%">&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:10pt; font-family:Times New Roman; " ALIGN="left">Issue senior securities to the extent such issuance would violate the Investment Company Act.
</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="4%">&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:10pt; font-family:Times New Roman; " ALIGN="left">Purchase or hold real estate, except the Trust may purchase and hold securities or other instruments that are
secured by, or linked to, real estate or interests therein, securities of real estate investment trusts, mortgage-related securities and securities of issuers engaged in the real estate business, and the Trust may purchase and hold real estate as a
result of the ownership of securities or other instruments. </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="4%">&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:10pt; font-family:Times New Roman; " ALIGN="left">Underwrite securities issued by others, except to the extent that the sale of portfolio securities by the Trust
may be deemed to be an underwriting or as otherwise permitted by applicable law. </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="4%">&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:10pt; font-family:Times New Roman; " ALIGN="left">Purchase or sell commodities or commodity contracts, except as permitted by the Investment Company Act.
</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="4%">&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:10pt; font-family:Times New Roman; " ALIGN="left">Make loans to the extent prohibited by the Investment Company Act. </P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>Notations Regarding the Trust&#146;s Fundamental Investment Restrictions</I>. The following notations are not considered to be part of the
Trust&#146;s fundamental investment restrictions and are subject to change without shareholder approval. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">With respect to the fundamental
policy relating to concentration set forth in (1)&nbsp;above, the Investment Company Act does not define what constitutes &#147;concentration&#148; in an industry. The SEC staff has taken the position that investment of 25% or more of a fund&#146;s
total assets in one or more issuers conducting their principal activities in the same industry or group of industries constitutes concentration. It is possible that interpretations of </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>


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concentration could change in the future. The policy in (1)&nbsp;above will be interpreted to refer to concentration as that term may be interpreted from time to time. The policy also will be
interpreted to permit investment without limit in the following: securities of the U.S. Government and its agencies or instrumentalities; tax exempt securities of state, territory, possession or municipal governments and their authorities, agencies,
instrumentalities or political subdivisions; and repurchase agreements collateralized by any such obligations. Accordingly, issuers of the foregoing securities will not be considered to be members of any industry. There also will be no limit on
investment in issuers domiciled in a single jurisdiction or country. Finance companies will be considered to be in the industries of their parents if their activities are primarily related to financing the activities of the parents. Each foreign
government will be considered to be a member of a separate industry. With respect to the Trust&#146;s industry classifications, the Trust currently utilizes any one or more of the industry <FONT STYLE="white-space:nowrap">sub-classifications</FONT>
used by one or more widely recognized market indexes or rating group indexes, and/or as defined by the Advisor. The policy also will be interpreted to give broad authority to the Trust as to how to classify issuers within or among industries. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">With respect to the fundamental policy relating to borrowing money set forth in (2)&nbsp;above, the Investment Company Act, including the
rules and regulations thereunder, generally prohibits the Trust from borrowing money (other than certain temporary borrowings) unless immediately after the borrowing the Trust has satisfied the asset coverage test with respect to senior securities
representing indebtedness prescribed by the Investment Company Act; that is, the value of the Trust&#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<SUP STYLE="font-size:85%; vertical-align:top">1</SUP><SUP
STYLE="font-size:85%; vertical-align:top">/3</SUP>% of the Trust&#146;s total net assets, including assets attributable to such leverage). Certain trading practices and investments, such as reverse repurchase agreements, may be considered to be
borrowings or involve leverage and thus are subject to the Investment Company Act restrictions. In accordance with SEC staff guidance and interpretations, when the Trust engages in such transactions, the Trust, instead of maintaining asset coverage
of at least 300%, may segregate or earmark liquid assets, or enter into an offsetting position, in an amount at least equal to the Trust&#146;s exposure, on a
<FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">mark-to-market</FONT></FONT> basis, to the transaction (as calculated pursuant to requirements of the SEC). The policy in (2)&nbsp;above will be interpreted to permit the Trust to
engage in trading practices and investments that may be considered to be borrowing or to involve leverage to the extent permitted by the Investment Company Act and to permit the Trust to segregate or earmark liquid assets or enter into offsetting
positions in accordance with the Investment Company Act. Under the Investment Company Act, the Trust may not issue senior securities representing stock unless immediately after such issuance the value of the Trust&#146;s total net assets is at least
200% of the liquidation value of the Trust&#146;s outstanding senior securities representing stock, plus the aggregate amount of any senior securities representing indebtedness (effectively limiting the use of leverage through senior securities to
50% of the Trust&#146;s total net assets). In addition, the Trust is not permitted to declare any cash dividend or other distribution on common shares unless, at the time of such declaration, the asset coverage tests described above are satisfied
after giving effect to such dividend or distribution. Short-term credits necessary for the settlement of securities transactions and arrangements with respect to securities lending will not be considered to be borrowings under the policy. Practices
and investments that may involve leverage but are not considered to be borrowings are not subject to the policy. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">With respect to the
fundamental policy relating to underwriting set forth in (5)&nbsp;above, the Investment Company Act does not prohibit the Trust from engaging in the underwriting business or from underwriting the securities of other issuers; in fact, in the case of
diversified funds, the Investment Company Act permits a fund to have underwriting commitments of up to 25% of its assets under certain circumstances. Those circumstances currently are that the amount of the fund&#146;s underwriting commitments, when
added to the value of the fund&#146;s investments in issuers where the fund owns more than 10% of the outstanding voting securities of those issuers, cannot exceed the 25% cap. A fund engaging in transactions involving the acquisition or disposition
of portfolio securities may be considered to be an underwriter under the Securities Act. Although it is not believed that the application of the Securities Act provisions described above would cause the Trust to be engaged in the business of
underwriting, the policy in (5)&nbsp;above will be interpreted not to prevent the Trust from engaging in transactions </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-2 </P>


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involving the acquisition or disposition of portfolio securities, regardless of whether the Trust may be considered to be an underwriter under the Securities Act or is otherwise engaged in the
underwriting business to the extent permitted by applicable law. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">With respect to the fundamental policy relating to lending set forth in
(7)&nbsp;above, the Investment Company Act does not prohibit the Trust from making loans (including lending its securities); however, SEC staff interpretations currently prohibit funds from lending more than
<FONT STYLE="white-space:nowrap">one-third</FONT> of their total assets (including lending its securities), except through the purchase of debt obligations or the use of repurchase agreements. In addition, collateral arrangements with respect to
options, forward currency and futures transactions and other derivative instruments (as applicable), as well as delays in the settlement of securities transactions, will not be considered loans. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I><FONT STYLE="white-space:nowrap">Non-Fundamental</FONT> Investment Restrictions</I>. Under its
<FONT STYLE="white-space:nowrap">non-fundamental</FONT> investment restrictions, which may be changed by the Board of Trustees of the Trust (the &#147;Board&#148;) without shareholder approval, the Trust may not make short sales of securities or
maintain a short position, except to the extent permitted by the Trust&#146;s prospectus and SAI, as amended from time to time, and applicable law. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Unless otherwise indicated, all limitations under the Trust&#146;s fundamental or <FONT STYLE="white-space:nowrap">non-fundamental</FONT>
investment restrictions apply only at the time that a transaction is undertaken. Any change in the percentage of the Trust&#146;s assets invested in certain securities or other instruments resulting from market fluctuations or other changes in the
Trust&#146;s total assets will not require the Trust to dispose of an investment until the Advisor determines that it is practicable to sell or close out the investment without undue market or tax consequences. </P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="saitoc93447_3"></A>INVESTMENT POLICIES AND TECHNIQUES </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The following information supplements the discussion of the Trust&#146;s investment objectives, policies and techniques that are described in
the prospectus. The Trust may invest in the following instruments and use the following investment techniques, subject to any limitations set forth in the prospectus. There is no guarantee the Trust will buy all of the types of securities or use all
of the investment techniques that are described herein. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Special Purpose Acquisition Companies </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Trust may invest in stock, warrants, rights and other interests issued by special purpose acquisition companies (&#147;SPACs&#148;) or
similar special purpose entities that pool funds to seek potential acquisition opportunities, including the &#147;founder&#146;s&#148; shares and warrants described below. A SPAC is a publicly traded company that raises investment capital via an
initial public offering (&#147;IPO&#148;) for the purpose of identifying and acquiring one or more operating businesses or assets. In connection with forming a SPAC, the SPAC&#146;s sponsors acquire &#147;founder&#146;s&#148; shares, generally for
nominal consideration, and warrants that will result in the sponsors owning a specified percentage (typically 20%) of the SPAC&#146;s outstanding common stock upon completion of the IPO. At the time a SPAC conducts an IPO, it has selected a
management team but has not yet identified a specific acquisition opportunity. Unless and until an acquisition is completed, a SPAC generally invests its assets 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 SPAC&#146;s public shareholders, the warrants expire, and the
&#147;founder&#146;s&#148; shares and such warrants become worthless. Because SPACs and similar entities are in essence &#147;blank check&#148; companies without operating histories or ongoing business operations (other than identifying and pursuing
acquisitions), the potential for the long term capital appreciation of their securities is particularly dependent on the ability of the SPAC&#146;s management to identify and complete a profitable acquisition. There is no guarantee that the SPACs in
which the Trust invests will complete an acquisition or that any acquisitions completed by the SPACs in which the Trust invests will be profitable. Some SPACs may pursue acquisitions only within certain industries or regions, which may ultimately
lead to an increase in the volatility of their prices following the acquisition. In addition, some of these securities may be considered illiquid and/or subject to restrictions on resale. </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-3 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Short Sales </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Trust may make short sales of securities. A short sale is a transaction in which the Trust sells a security it does not own in anticipation
that the market price of that security will decline. The Trust may make short sales to hedge positions, for duration and risk management, in order to maintain portfolio flexibility or to enhance income or gain. When the Trust makes a short sale, it
must borrow the security sold short and deliver it to the broker-dealer through which it made the short sale as collateral for its obligation to deliver the security upon conclusion of the sale. The Trust may have to pay a fee to borrow particular
securities and is often obligated to pay over to the securities lender any income, distributions or dividends received on such borrowed securities until it returns the security to the securities lender. The Trust&#146;s obligation to replace the
borrowed security will be secured by collateral deposited with the securities lender, usually cash, U.S. Government securities or other liquid assets. The Trust will also be required to segregate or earmark similar collateral with its custodian to
the extent, if any, necessary so that the aggregate collateral value is at all times at least equal to the current market value of the security sold short. Depending on arrangements made with the securities lender regarding payment over of any
income, distributions or dividends received by the Trust on such security, the Trust may not receive any payments (including interest) on its collateral deposited with such securities lender. If the price of the security sold short increases between
the time of the short sale and the time the Trust replaces the borrowed security, the Trust will incur a loss; conversely, if the price declines, the Trust will realize a gain. Any gain will be decreased, and any loss increased, by the transaction
costs described above. Although the Trust&#146;s gain is limited to the price at which it sold the security short, its potential loss is theoretically unlimited. Short sales, even if covered, may represent a form of economic leverage and will create
risks. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Trust will not make a short sale if, after giving effect to such sale, the market value of all securities sold short exceeds
20% of the value of its Managed Assets or the Trust&#146;s aggregate short sales of a particular class of securities exceeds 20% of the outstanding securities of that class. The Trust may make short sales &#147;against the box&#148; without respect
to such limitations. In this type of short sale, at the time of the sale the Trust owns or has the immediate and unconditional right to acquire at no additional cost the identical security. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Counterparty Credit Standards </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">To the
extent that the Trust engages in principal transactions, including, but not limited to, OTC options, forward currency transactions, swap transactions, repurchase and reverse repurchase agreements and the purchase and sale of bonds and other
fixed-income securities, it must rely on the creditworthiness of its counterparties under such transactions. In certain instances, the credit risk of a counterparty is increased by the lack of a central clearing house for certain transactions,
including certain swap contracts. In the event of the insolvency of a counterparty, the Trust may not be able to recover its assets, in full or at all, during the insolvency process. Counterparties to investments may have no obligation to make
markets in such investments and may have the ability to apply essentially discretionary margin and credit requirements. Similarly, the Trust will be subject to the risk of bankruptcy of, or the inability or refusal to perform with respect to such
investments by, the counterparties with which it deals. The Advisor will seek to minimize the Trust&#146;s exposure to counterparty risk by entering into such transactions with counterparties the Advisor believes to be creditworthy at the time it
enters into the transaction. Certain option transactions and Strategic Transactions may require the Trust to provide collateral to secure its performance obligations under a contract, which would also entail counterparty credit risk. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Trust Preferred Securities </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Trust
preferred securities are typically issued by trusts or limited partnerships and represent preferred interests in deeply subordinated debt instruments issued by the corporation for whose benefit the trust or partnership was established, generally in
the form of interest-bearing notes with preferred security characteristics, or by an affiliated business trust of a corporation, generally in the form of beneficial interests in subordinated debentures or similarly structured securities. The trust
preferred securities market consists of both fixed and adjustable coupon rate securities that are either perpetual in nature or have stated maturity dates. </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>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Trust preferred securities are typically junior and fully subordinated liabilities of an issuer
or the beneficiary of a guarantee that is junior and fully subordinated to the other liabilities of the guarantor. In addition, trust preferred securities typically permit an issuer to defer the payment of income for eighteen months or more without
triggering an event of default. Generally, the deferral period is five years or more. Because of their subordinated position in the capital structure of an issuer, the ability to defer payments for extended periods of time without default
consequences to the issuer, and certain other features (such as restrictions on common dividend payments by the issuer or ultimate guarantor when full cumulative payments on the trust preferred securities have not been made), these trust preferred
securities are often treated as close substitutes for traditional preferred securities, both by issuers and investors. Trust 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. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Sovereign Government and Supranational Debt Risk </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Investments in sovereign debt involve special risks. Foreign governmental issuers of debt or the governmental authorities that control the
repayment of the debt may be unable or unwilling to repay principal or pay interest when due. In the event of default, there may be limited or no legal recourse in that, generally, remedies for defaults must be pursued in the courts of the
defaulting party. Political conditions, especially a sovereign entity&#146;s willingness to meet the terms of its debt obligations, are of considerable significance. The ability of a foreign sovereign issuer, especially an emerging market country,
to make timely payments on its debt obligations will also be strongly influenced by the sovereign issuer&#146;s balance of payments, including export performance, its access to international credit facilities and investments, fluctuations of
interest rates and the extent of its foreign reserves. The cost of servicing external debt will also generally be adversely affected by rising international interest rates, as many external debt obligations bear interest at rates which are adjusted
based upon international interest rates. Also, there can be no assurances that the holders of commercial bank loans to the same sovereign entity may not contest payments to the holders of sovereign debt in the event of default under commercial bank
loan agreements. In addition, there is no bankruptcy proceeding with respect to sovereign debt on which a sovereign has defaulted and the Trust may be unable to collect all or any part of its investment in a particular issue. Foreign investment in
certain sovereign debt is restricted or controlled to varying degrees, including requiring governmental approval for the repatriation of income, capital or proceeds of sales by foreign investors. These restrictions or controls may at times limit or
preclude foreign investment in certain sovereign debt and increase the costs and expenses of the Trust. </P> <P STYLE="margin-top:18pt; 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:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Zero-coupon bonds pay interest only at maturity rather than at intervals during the life of the security. Like
<FONT STYLE="white-space:nowrap">zero-coupon</FONT> bonds, &#147;step up&#148; 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. <FONT
STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">Payment-in-kind</FONT></FONT> securities (&#147;PIKs&#148;) are debt obligations that pay &#147;interest&#148; in the form of other debt obligations, instead of in cash. Each of these
instruments is normally issued and traded at a deep discount from face value. 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. The Trust would be required to distribute the income on these instruments as it accrues, even though the Trust will not receive the income on a
current basis or in cash. Thus, the Trust may have to sell other investments, including when it may not be advisable to do so, to make income distributions to its shareholders. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Bank Obligations </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Bank obligations may
include certificates of deposit, bankers&#146; acceptances and fixed time deposits. Certificates of deposit are negotiable certificates issued against funds deposited in a commercial bank for a definite period of time and earning a specified return.
Bankers&#146; acceptances are negotiable drafts or bills of </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>


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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 obligation. There are no contractual restrictions on the right to transfer a beneficial interest in a fixed time deposit to a third party, although
there is no market for such deposits. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Obligations of foreign banks involve somewhat different investment risks than those affecting
obligations of U.S. 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 U.S. 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 U.S. banks. Foreign banks are not generally subject to examination by any U.S. Government agency or
instrumentality. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Mortgage-Related Securities </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>MBS</I></B>. Mortgage-backed securities (&#147;MBS&#148;) include structured debt obligations collateralized by pools of commercial
(&#147;CMBS&#148;) or residential (&#147;RMBS&#148;) mortgages. Pools of mortgage loans and mortgage-backed loans, such as mezzanine loans, are assembled as securities for sale to investors by various governmental, government-related and private
organizations. MBS include complex instruments such as collateralized mortgage obligations (&#147;CMOs&#148;), stripped MBS, mortgage pass-through securities and interests in real estate mortgage investment conduits (&#147;REMICs&#148;). The MBS in
which the Trust may invest include those with fixed, floating or variable interest rates, those with interest rates that change based on multiples of changes in a specified reference interest rate or index of interest rates and those with interest
rates that change inversely to changes in interest rates, as well as those that do not bear interest. The Trust may invest in RMBS and CMBS issued by governmental entities and private issuers, including subordinated MBS and residual interests. The
Trust may invest in <FONT STYLE="white-space:nowrap">sub-prime</FONT> mortgages or MBS that are backed by <FONT STYLE="white-space:nowrap">sub-prime</FONT> mortgages. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In general, losses on a mortgaged property securing a mortgage loan included in a securitization will be borne first by the equity holder of
the property, then by a cash reserve fund or letter of credit, if any, then by the holder of a mezzanine loan or <FONT STYLE="white-space:nowrap">B-Note,</FONT> if any, then by the &#147;first loss&#148; subordinated security holder (generally, the <FONT
STYLE="white-space:nowrap">&#147;B-Piece&#148;</FONT> buyer) and then by the holder of a higher rated security. The Trust may invest in any class of security included in a securitization. In the event of default and the exhaustion of any equity
support, reserve fund, letter of credit, mezzanine loans or <FONT STYLE="white-space:nowrap">B-Notes,</FONT> and any classes of securities junior to those in which the Trust invests, the </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Trust will not be able to recover all of its investment in the MBS it purchases. MBS in which the Trust invests may not contain reserve funds,
letters of credit, mezzanine loans and/or junior classes of securities. The prices of lower credit quality securities are generally less sensitive to interest rate changes than more highly rated investments, but more sensitive to adverse economic
downturns or individual issuer developments. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>Mortgage Pass-Through Securities</I></B>. Mortgage pass-through securities differ from
other forms of fixed-income securities, which normally provide for periodic payment of interest in fixed amounts with principal payments at maturity or specified call dates. Instead, these securities provide a monthly payment which consists of both
interest and principal payments. In effect, these payments are a &#147;pass through&#148; of the monthly payments made by the individual borrowers on their residential or commercial mortgage loans, net of any fees paid to the issuer or guarantor of
such securities. Additional payments are caused by repayments of principal resulting from the sale of the underlying property, refinancing or foreclosure, net of fees or costs that may be incurred. Some mortgage related securities (such as
securities issued by the Government National Mortgage Association </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>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
(&#147;GNMA&#148;)) are described as &#147;modified pass-through.&#148; These securities entitle the holder to receive all interest and principal payments owed on the mortgage pool, net of
certain fees, at the scheduled payment dates regardless of whether or not the mortgagor actually makes the payment. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>RMBS</I></B>.
RMBS are securities the payments on which depend primarily on the cash flow from residential mortgage loans made to borrowers that are secured on a first priority basis or second priority basis, subject to permitted liens, easements and other
encumbrances by residential real estate <FONT STYLE="white-space:nowrap">(one-</FONT> to four-family properties), the proceeds of which are used to purchase real estate and purchase or construct dwellings thereon or to refinance indebtedness
previously used for such purposes. <FONT STYLE="white-space:nowrap">Non-agency</FONT> residential mortgage loans are obligations of the borrowers thereunder only and are not typically insured or guaranteed by any other person or entity. The ability
of a borrower to repay a loan secured by residential property is dependent upon the income or assets of the borrower. A number of factors, including a general economic downturn, acts of God, terrorism, social unrest and civil disturbances, may
impair a borrower&#146;s ability to repay its loans. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>Agency RMBS</I></B>. The principal U.S. Governmental guarantor of mortgage
related securities is GNMA, which is a wholly-owned U.S. Government corporation. GNMA is authorized to guarantee, with the full faith and credit of the U.S. Government, the timely payment of principal and interest on securities issued by
institutions approved by GNMA (such as savings and loan institutions, commercial banks and mortgage bankers) and backed by pools of mortgages insured by the Federal Housing Administration (&#147;FHA&#148;), or guaranteed by the Department of
Veterans Affairs (&#147;VA&#148;). MBS issued by GNMA include GNMA Mortgage Pass-Through Certificates (also known as &#147;Ginnie Maes&#148;) which are guaranteed as to the timely payment of principal and interest by GNMA and such guarantees are
backed by the full faith and credit of the United States. GNMA certificates also are supported by the authority of GNMA to borrow funds from the U.S. Treasury to make payments under its guarantee. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Government-related guarantors (i.e., not backed by the full faith and credit of the U.S. Government) include the Federal National Mortgage
Association (&#147;FNMA&#148;) and the Federal Home Loan Mortgage Corporation (&#147;FHLMC&#148;). FNMA is a government-sponsored corporation the common stock of which is owned entirely by private stockholders. FNMA purchases conventional (i.e., 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 FNMA (also known as &#147;Fannie Maes&#148;) are guaranteed as to timely payment of principal and interest by FNMA, but are not backed by the full faith and credit of the U.S. Government. FHLMC 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 FHLMC 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. FHLMC 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. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In 2008, the Federal Housing Finance Agency (&#147;FHFA&#148;)
placed FNMA and FHLMC into conservatorship. FNMA and FHLMC are continuing to operate as going concerns while in conservatorship and each remains liable for all of its obligations, including its guaranty obligations, associated with its MBS. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">As the conservator, FHFA succeeded to all rights, titles, powers and privileges of FNMA and FHLMC and of any stockholder, officer or director
of FNMA and FHLMC with respect to FNMA and FHLMC and the assets of FNMA and FHLMC. In connection with the conservatorship, the U.S. Treasury entered into a Senior Preferred Stock Purchase Agreement with each of FNMA and FHLMC pursuant to which the
U.S. Treasury would purchase up to an aggregate of $100&nbsp;billion of each of FNMA and FHLMC to maintain a positive net worth in each enterprise. This agreement contains various covenants that severely limit each enterprise&#146;s operations. In
exchange for entering into these agreements, the U.S. Treasury received $1&nbsp;billion of each enterprise&#146;s senior preferred stock and warrants to purchase 79.9% of each enterprise&#146;s common stock. In February 2009, the U.S. Treasury
doubled the size of its commitment to each enterprise under the Senior Preferred Stock Program to $200&nbsp;billion. The U.S. Treasury&#146;s obligations under the Senior Preferred Stock Program are for an indefinite
</P>
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period of time for a maximum amount of $200&nbsp;billion per enterprise. In December 2009, the U.S. Treasury announced further amendments to the Senior Preferred Stock Purchase Agreements which
included additional financial support to certain governmentally supported entities, including the Federal Home Loan Banks (&#147;FHLBs&#148;), FNMA and FHLMC. It is difficult, if not impossible, to predict the future political, regulatory or
economic changes that could impact FNMA, FHLMC and the FHLBs, and the values of their related securities or obligations. There is no assurance that the obligations of such entities will be satisfied in full, or that such obligations will not
decrease in value or default. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Under the Federal Housing Finance Regulatory Reform Act of 2008 (the &#147;Reform Act&#148;), which was
included as part of the Housing and Economic Recovery Act of 2008, FHFA, as conservator or receiver, has the power to repudiate any contract entered into by FNMA or FHLMC 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 FNMA&#146;s or FHLMC&#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 FNMA or FHLMC
because FHFA views repudiation as incompatible with the goals of the conservatorship. However, in the event that FHFA, as conservator or if it is later appointed as receiver for FNMA or FHLMC, were to repudiate any such guaranty obligation, the
conservatorship or receivership estate, as applicable, would be liable for actual direct compensatory damages in accordance with the provisions of the Reform Act. Any such liability could be satisfied only to the extent of FNMA&#146;s or
FHLMC&#146;s assets available therefor. In the event of repudiation, the payments of interest to holders of FNMA or FHLMC MBS would be reduced if payments on the mortgage loans represented in the mortgage loan groups related to such MBS are not made
by the borrowers or advanced by the servicer. Any actual direct compensatory damages for repudiating these guaranty obligations may not be sufficient to offset any shortfalls experienced by such mortgage-backed security holders. Further, in its
capacity as conservator or receiver, FHFA has the right to transfer or sell any asset or liability of FNMA or FHLMC without any approval, assignment or consent. Although FHFA has stated that it has no present intention to do so, if FHFA, as
conservator or receiver, were to transfer any such guaranty obligation to another party, holders of FNMA or FHLMC MBS would have to rely on that party for satisfaction of the guaranty obligation and would be exposed to the credit risk of that party.
In addition, certain rights provided to holders of MBS issued by FNMA and FHLMC under the operative documents related to such securities may not be enforced against FHFA, or enforcement of such rights may be delayed, during the conservatorship or
any future receivership. The operative documents for FNMA and FHLMC MBS may provide (or with respect to securities issued prior to the date of the appointment of the conservator may have provided) that upon the occurrence of an event of default on
the part of FNMA or FHLMC, in its capacity as guarantor, which includes the appointment of a conservator or receiver, holders of such MBS have the right to replace FNMA or FHLMC as trustee if the requisite percentage of MBS holders consent. The
Reform Act prevents mortgage-backed security holders from enforcing such rights if the event of default arises solely because a conservator or receiver has been appointed. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">A 2011 report to Congress from the Treasury Department and the Department of Housing and Urban Development set forth a plan to reform
America&#146;s housing finance market, which would reduce the role of and eventually eliminate FNMA and FHLMC. Notably, the plan did not propose similar significant changes to GNMA, which guarantees payments on mortgage related securities backed by
federally insured or guaranteed loans. The report also identified three proposals for Congress and the administration to consider for the long-term structure of the housing finance markets after the elimination of FNMA and FHLMC, including
implementing: (i)&nbsp;a privatized system of housing finance that limits government insurance to very limited groups of creditworthy <FONT STYLE="white-space:nowrap">low-</FONT> and moderate-income borrowers; (ii)&nbsp;a privatized system with a
government backstop mechanism that would allow the government to insure a larger share of the housing finance market during a future housing crisis; and (iii)&nbsp;a privatized system where the government would offer reinsurance to holders of
certain highly rated mortgage related securities insured by private insurers and would pay out under the reinsurance arrangements only if the private mortgage insurers were insolvent. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I><FONT STYLE="white-space:nowrap">Non-Agency</FONT> RMBS</I></B>. <FONT
STYLE="white-space:nowrap">Non-agency</FONT> RMBS are issued by commercial banks, savings and loan institutions, mortgage bankers, private mortgage insurance companies and other <FONT STYLE="white-space:nowrap">non-governmental</FONT> issuers.
Timely payment of principal and interest on RMBS backed by pools created by <FONT STYLE="white-space:nowrap">non-governmental</FONT> issuers often is supported partially by various forms of insurance or guarantees, including individual loan, title,
pool and hazard insurance. The insurance and guarantees are issued by government entities, private insurers and the mortgage poolers. There can be no assurance that the private insurers or mortgage poolers can meet their obligations under the
policies, so that if the issuers default on their obligations, the holders of the security could sustain a loss. No insurance or guarantee covers the Trust or the price of the Trust&#146;s common shares. RMBS issued by
<FONT STYLE="white-space:nowrap">non-governmental</FONT> issuers generally offer a higher rate of interest than government agency and government-related securities because there are no direct or indirect government guarantees of payment. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>CMBS</I></B>. CMBS generally are multi-class debt or pass-through certificates secured or backed by mortgage loans on commercial
properties. CMBS generally are structured to provide protection to the senior class investors against potential losses on the underlying mortgage loans. This protection generally is provided by having the holders of subordinated classes of
securities (&#147;Subordinated CMBS&#148;) take the first loss if there are defaults on the underlying commercial mortgage loans. Other protection, which may benefit all of the classes or particular classes, may include issuer guarantees, reserve
funds, additional Subordinated CMBS, cross-collateralization and over-collateralization. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Trust may invest in Subordinated CMBS, which
are subordinated in some manner as to the payment of principal and/or interest to the holders of more senior CMBS arising out of the same pool of mortgages and which are often referred to as
<FONT STYLE="white-space:nowrap">&#147;B-Pieces.&#148;</FONT> The holders of Subordinated CMBS typically are compensated with a higher stated yield than are the holders of more senior CMBS. On the other hand, Subordinated CMBS typically subject the
holder to greater risk than senior CMBS and tend to be rated in a lower rating category (frequently a substantially lower rating category) than the senior CMBS issued in respect of the same mortgage pool. Subordinated CMBS generally are likely to be
more sensitive to changes in prepayment and interest rates and the market for such securities may be less liquid than is the case for traditional income securities and senior CMBS. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>CMOs</I></B>. A CMO is a multi-class bond backed by a pool of mortgage pass-through certificates or mortgage loans. CMOs may be
collateralized by (i)&nbsp;GNMA, FNMA or FHLMC pass-through certificates, (ii)&nbsp;unsecuritized mortgage loans insured by the FHA or guaranteed by the VA, (iii)&nbsp;unsecuritized conventional mortgages, (iv)&nbsp;other MBS or (v)&nbsp;any
combination thereof. Each class of a CMO, often referred to as a &#147;tranche,&#148; is issued at a specific coupon rate and has a stated maturity or final distribution date. Principal prepayments on collateral underlying a CMO may cause it to be
retired substantially earlier than its stated maturity or final distribution date. The principal and interest on the underlying mortgages may be allocated among the several classes of a series of a CMO in many ways. One or more tranches of a CMO may
have coupon rates which reset periodically at a specified increment over an index, such as the London Interbank Offered Rate (&#147;LIBOR&#148;) (or sometimes more than one index). These floating rate CMOs typically are issued with lifetime caps on
the coupon rate thereon. CMO residuals represent the interest in any excess cash flow remaining after making the payments of interest and principal on the tranches issued by the CMO and the payment of administrative expenses and management fees.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Trust may invest in inverse floating rate CMOs. Inverse floating rate CMOs constitute a tranche of a CMO with a coupon rate that
moves in the reverse direction relative to an applicable index such as LIBOR. Accordingly, the coupon rate thereon will increase as interest rates decrease. Inverse floating rate CMOs are typically more volatile than fixed or floating rate tranches
of CMOs. Many inverse floating rate CMOs have coupons that move inversely to a multiple of an index. The effect of the coupon varying inversely to a multiple of an applicable index creates a leverage factor. Inverse floating rate debt instruments
(&#147;inverse floaters&#148;) based on multiples of a stated index are designed to be highly sensitive to changes in interest rates and can subject the holders thereof to extreme reductions of yield and loss of principal. The market for inverse
floating rate CMOs with highly leveraged characteristics at times may be very thin. The Trust&#146;s ability to dispose of its positions in </P>
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such securities will depend on the degree of liquidity in the markets for such securities. It is impossible to predict the amount of trading interest that may exist in such securities, and
therefore the future degree of liquidity. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I><FONT STYLE="white-space:nowrap">Sub-Prime</FONT> Mortgages</I></B>. <FONT
STYLE="white-space:nowrap">Sub-prime</FONT> mortgages are mortgages rated below A by Moody&#146;s Investor&#146;s Service, Inc., S&amp;P Global Ratings, a division of S&amp;P Global Inc. or Fitch Ratings. Historically,
<FONT STYLE="white-space:nowrap">sub-prime</FONT> mortgage loans have been made to borrowers with blemished (or <FONT STYLE="white-space:nowrap">non-existent)</FONT> credit records, and the borrower is charged a higher interest rate to compensate
for the greater risk of delinquency and the higher costs of loan servicing and collection. <FONT STYLE="white-space:nowrap">Sub-prime</FONT> mortgages are subject to both state and federal anti-predatory lending statutes that carry potential
liability to secondary market purchasers such as the Trust. <FONT STYLE="white-space:nowrap">Sub-prime</FONT> mortgages have certain characteristics and associated risks similar to below investment grade securities, including a higher degree of
credit risk, and certain characteristics and associated risks similar to MBS, including prepayment risk. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>Mortgage-Related
ABS</I></B>. Asset-backed securities (&#147;ABS&#148;) are bonds backed by pools of loans or other receivables. ABS are created from many types of assets, including in some cases mortgage related asset classes, such as home equity loan ABS. Home
equity loan ABS are subject to many of the same risks as RMBS, including interest rate risk and prepayment risk. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>Mortgage
REITs</I></B>. A REIT is a corporation, or a business trust that would otherwise be taxed as a corporation, that meets the definitional requirements applicable to REITs under the Code. The Code permits a qualifying REIT to deduct dividends paid,
thereby generally eliminating corporate level U.S. federal income tax and effectively making the REIT a pass-through vehicle for U.S. federal income tax purposes. To meet the definitional requirements of the Code, a REIT must, among other things,
invest substantially all of its assets in interests in real estate (including mortgages and other REITs) or cash and government securities, derive most of its income from rents from real property or interest on loans secured by mortgages on real
property, and distribute to shareholders annually substantially all of its otherwise taxable income. Mortgage REITs invest mostly in mortgages on real estate, which may secure construction, development or long-term loans, and the main source of
their income is mortgage interest payments. The value of securities issued by REITs is affected by tax and regulatory requirements and by perceptions of management skill. They also are subject to heavy cash flow dependency and the possibility of
failing to qualify for REIT status under the Code or to maintain exemption from the Investment Company Act. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>Mortgage-Related
Derivative Instruments</I></B>. The Trust may invest in MBS credit default swaps. MBS credit default swaps include swaps the reference obligation for which is an MBS or related index, such as the CMBX Index (a tradeable index referencing a basket of
CMBS), the TRX Index (a tradeable index referencing total return swaps based on CMBS) or the ABX Index (a tradeable index referencing a basket of <FONT STYLE="white-space:nowrap">sub-prime</FONT> MBS). The Trust may engage in other derivative
transactions related to MBS, including purchasing and selling exchange-listed and OTC put and call options, futures and forwards on mortgages and MBS. The Trust may invest in newly developed mortgage related derivatives that may hereafter become
available. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>Net Interest Margin (NIM) Securities</I></B>. The Trust may invest in net interest margin (&#147;NIM&#148;) securities.
These securities are derivative interest-only mortgage securities structured off home equity loan transactions. NIM securities receive any &#147;excess&#148; interest computed after paying coupon costs, servicing costs and fees and any credit losses
associated with the underlying pool of home equity loans. Like traditional stripped MBS, the yield to maturity on a NIM security is sensitive not only to changes in prevailing interest rates but also to the rate of principal payments (including
prepayments) on the underlying home equity loans. NIM securities are highly sensitive to credit losses on the underlying collateral and the timing in which those losses are taken. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>Tiered Index Bonds</I></B>. Tiered index bonds are relatively new forms of mortgage-related securities. The interest rate on a tiered
index bond is tied to a specified index or market rate. So long as this index or market rate is below a predetermined &#147;strike&#148; rate, the interest rate on the tiered index bond remains fixed. If, however, the specified index or market rate
rises above the &#147;strike&#148; rate, the interest rate of the tiered index bond will decrease. Thus, under these circumstances, the interest rate on a tiered index bond, like an inverse floater, will move in the
</P>
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opposite direction of prevailing interest rates, with the result that the price of the tiered index bond may be considerably more volatile than that of a fixed-rate bond. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>TBA Commitments</I></B>. The Trust may enter into &#147;to be announced&#148; or &#147;TBA&#148; commitments. TBA commitments are
forward agreements for the purchase or sale of securities, including mortgage-backed securities, for a fixed price, with payment and delivery on an agreed upon future settlement date. The specific securities to be delivered are not identified at the
trade date. However, delivered securities must meet specified terms, including issuer, rate and mortgage terms. See &#147;The Trust&#146;s Investments&#151;Portfolio Contents and Techniques&#151;When-Issued, Delayed Delivery and Forward Commitment
Securities&#148; in the prospectus. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>Other Mortgage-Related Securities</I></B>. Other mortgage related securities include securities
other than those described above that directly or indirectly represent a participation in, or are secured by and payable from, mortgage loans on real property. Other mortgage related securities may be equity or debt securities issued by agencies or
instrumentalities of the U.S. Government or by private originators of, or investors in, mortgage loans, including savings and loan associations, homebuilders, mortgage banks, commercial banks, investment banks, partnerships, trusts and special
purpose entities of the foregoing. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Collateralized Debt Obligations </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Trust may invest in collateralized debt obligations (&#147;CDOs&#148;), which include collateralized bond obligations (&#147;CBOs&#148;),
collateralized loan obligations (&#147;CLOs&#148;) and other similarly structured securities. CDOs are types of asset-backed securities. A CBO is ordinarily issued by a trust or other special purpose entity (&#147;SPE&#148;) and is typically backed
by a diversified pool of fixed-income securities (which may include high risk, below investment grade securities) held by such issuer. A CLO is ordinarily issued by a trust or other SPE and is typically collateralized by a pool of loans, which may
include, among others, domestic and <FONT STYLE="white-space:nowrap">non-U.S.</FONT> senior secured loans, senior unsecured loans, and subordinate corporate loans, including loans that may be rated below investment grade or equivalent unrated loans,
held by such issuer. Investments in a CLO organized outside of the United States may not be deemed to be foreign securities if the CLO is collateralized by a pool of loans, a substantial portion of which are U.S. loans. Although certain CDOs may
benefit from credit enhancement in the form of a senior-subordinate structure, over-collateralization or bond insurance, such enhancement may not always be present, and may fail to protect the Trust against the risk of loss on default of the
collateral. Certain CDO issuers may use derivatives contracts to create &#147;synthetic&#148; exposure to assets rather than holding such assets directly, which entails the risks of derivative instruments described elsewhere in the prospectus and
this SAI. CDOs may charge management fees and administrative expenses, which are in addition to those of the Trust. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">For both CBOs and
CLOs, the cash flows from the SPE are split into two or more portions, called tranches, varying in risk and yield. The riskiest portion is the &#147;equity&#148; tranche, which bears the first loss from defaults from the bonds or loans in the SPE
and serves to protect the other, more senior tranches from default (though such protection is not complete). Since it is partially protected from defaults, a senior tranche from a CBO or CLO typically has higher ratings and lower yields than its
underlying securities, and may be rated investment grade. Despite the protection from the equity tranche, CBO or CLO tranches can experience substantial losses due to actual defaults, downgrades of the underlying collateral by rating agencies,
forced liquidation of the collateral pool due to a failure of coverage tests, increased sensitivity to defaults due to collateral default and disappearance of protecting tranches, market anticipation of defaults as well as investor aversion to CBO
or CLO securities as a class. Interest on certain tranches of a CDO may be paid in kind or deferred and capitalized (paid in the form of obligations of the same type rather than cash), which involves continued exposure to default risk with respect
to such payments. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The risks of an investment in a CDO depend largely on the type of the collateral securities and the class of the CDO in
which the Trust invests. Normally, CBOs, CLOs and other CDOs are privately offered and sold, and thus are not registered under the securities laws. However, an active dealer market may exist for CDOs, allowing
</P>
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a CDO to qualify for Rule 144A transactions. In addition to the normal risks associated with fixed-income securities and ABS generally discussed elsewhere in this SAI, 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 risk that the collateral may default or decline in value or be downgraded,
if rated by a nationally recognized statistical rating organization; (iii)&nbsp;the Trust may invest in tranches of CDOs that are subordinate to other tranches; (iv)&nbsp;the structure and complexity of the transaction and the legal documents could
lead to disputes among investors regarding the characterization of proceeds; (v)&nbsp;the investment return achieved by the Trust could be significantly different than those predicted by financial models; (vi)&nbsp;the lack of a readily available
secondary market for CDOs; (vii)&nbsp;the risk of forced &#147;fire sale&#148; liquidation due to technical defaults such as coverage test failures; and (viii)&nbsp;the CDO&#146;s manager may perform poorly. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Stripped Securities </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Stripped securities
are created when the issuer separates the interest and principal components of an instrument and sells them as separate securities. In general, one security is entitled to receive the interest payments on the underlying assets (the interest only or
&#147;IO&#148; security) and the other to receive the principal payments (the principal only or &#147;PO&#148; security). Some stripped securities may receive a combination of interest and principal payments. The yields to maturity on IOs and POs
are sensitive to the expected or anticipated rate of principal payments (including prepayments) on the related underlying assets, and principal payments may have a material effect on yield to maturity. If the underlying assets experience greater
than anticipated prepayments of principal, the Trust may not fully recoup its initial investment in IOs. Conversely, if the underlying assets experience less than anticipated prepayments of principal, the yield on POs could be adversely affected.
Stripped securities may be highly sensitive to changes in interest rates and rates of prepayment. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Strategic Transactions and Other Management
Techniques </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">As described in the prospectus, the Trust may use Strategic Transactions (as defined in the prospectus). This section
contains various additional information about the types of Strategic Transactions in which the Trust may engage. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>Swaps</I></B>. The
Trust may enter into swap agreements, including interest rate and index swap agreements. Swap agreements are two party contracts entered into primarily by institutional investors for periods ranging from a few weeks to more than one year. In a
standard &#147;swap&#148; transaction, two parties agree to exchange the returns (or differentials in rates of return) earned or realized on particular predetermined investments or instruments. The gross returns to be exchanged or
&#147;swapped&#148; between the parties are calculated with respect to a &#147;notional amount,&#148; i.e., the dollar amount invested at a particular interest rate, in a particular foreign currency, or in a &#147;basket&#148; of securities
representing a particular index. The &#147;notional amount&#148; of the swap agreement is only a fictive basis on which to calculate the obligations that the parties to a swap agreement have agreed to exchange. The Trust&#146;s obligations (or
rights) under a swap agreement will generally be equal only to the net amount to be paid or received under the agreement based on the relative values of the positions held by each party to the agreement (the &#147;net amount&#148;). The Trust&#146;s
obligations under a swap agreement will be accrued daily (offset against any amounts owing to the Trust) and the Trust will segregate with a custodian or earmark on its books and records an amount of cash or liquid assets having an aggregate NAV at
all times at least equal to any accrued but unpaid net amounts owed to a swap counterparty. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Whether the Trust&#146;s use of swap
agreements will be successful in furthering its investment objectives will depend on the Advisor&#146;s ability to correctly predict whether certain types of investments are likely to produce greater returns than other investments. Moreover, the
Trust bears the risk of loss of the amount expected to be received under a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty. Swap agreements also bear the risk that the Trust will not be able to meet its
payment obligations to the counterparty. As noted, however, the Trust will deposit in a segregated account, or earmark on its books and records, liquid assets permitted to be so segregated or earmarked by the SEC in an amount equal to or greater
</P>
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than the market value of the Trust&#146;s liabilities under the swap agreement or the amount it would cost the Trust initially to make an equivalent direct investment plus or minus any amount the
Trust is obligated to pay or is to receive under the swap agreement. Restrictions imposed by the tax rules applicable to regulated investment companies (&#147;RICs&#148;) may limit the Trust&#146;s ability to use swap agreements. It is possible that
developments in the swap market, including government regulation, could adversely affect the Trust&#146;s ability to terminate existing swap agreements or to realize amounts to be received under such agreements. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>Swaptions</I></B>. 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 Trust may write (sell) and purchase put and call swaptions. Depending on the terms of the particular
option agreement, the Trust will generally incur a greater degree of risk when it writes a swaption than it will incur when it purchases a swaption. When the Trust purchases a swaption, it risks losing only the amount of the premium it has paid
should it decide to let the option expire unexercised. However, when the Trust writes a swaption, upon exercise of the option the Trust will become obligated according to the terms of the underlying agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>Total Return Swaps</I></B>. Total return swap agreements 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, basket of securities or securities 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 return swap agreements may be used to obtain exposure to a security or market without owning or taking physical custody of such security or investing directly in such
market. Total return swap agreements may effectively add leverage to the Trust&#146;s portfolio because, in addition to its Managed Assets (as defined in the prospectus), the Trust would be subject to investment exposure on the notional amount of
the swap. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Total return swap agreements are subject to the risk that a counterparty will default on its payment obligations to the Trust
thereunder. Swap agreements also bear the risk that the Trust will not be able to meet its obligation to the counterparty. Generally, the Trust will enter into total return swaps on a net basis (i.e., the two payment streams are netted against one
another with the Trust 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 Trust&#146;s obligations over its entitlements with respect to each total return swap will be
accrued on a daily basis, and an amount of liquid assets having an aggregate NAV at least equal to the accrued excess will be segregated by the Trust or earmarked on its books and records. If the total return swap transaction is entered into on
other than a net basis, the full amount of the Trust&#146;s obligations will be accrued on a daily basis, and the full amount of the Trust&#146;s obligations will be segregated or earmarked by the Trust in an amount equal to or greater than the
market value of the liabilities under the total return swap agreement or the amount it would have cost the Trust initially to make an equivalent direct investment, plus or minus any amount the Trust is obligated to pay or is to receive under the
total return swap agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>Foreign Exchange Transactions</I></B>. The Trust may engage in spot and forward foreign exchange
transactions and currency swaps, purchase and sell options on currencies and purchase and sell currency futures and related options thereon (collectively, &#147;Currency Instruments&#148;). Such transactions could be effected with respect to hedges
on foreign dollar denominated securities owned by the Trust, sold by the Trust but not yet delivered, or committed or anticipated to be purchased by the Trust. As an illustration, the Trust may use such techniques to hedge the stated value in U.S.
dollars of an investment in a <FONT STYLE="white-space:nowrap">yen-denominated</FONT> security. In such circumstances, for example, the Trust may purchase a foreign currency put option enabling it to sell a specified amount of yen for dollars at a
specified price by a future date. To the extent the hedge is successful, a loss in the value of the yen relative to the dollar will tend to be offset by an increase in the value of the put option. To offset, in whole or in part, the cost of
acquiring such a put option, the Trust may also sell a call option which, if exercised, requires it to sell a specified amount of yen for dollars at a specified price by a future date (a technique called a &#147;straddle&#148;). By selling such a
call option in this illustration, the Trust gives up the opportunity to profit without limit from </P>
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increases in the relative value of the yen to the dollar. &#147;Straddles&#148; of the type that may be used by the Trust are considered to constitute hedging transactions. The Trust may not
attempt to hedge any or all of its foreign portfolio positions. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>Forward Foreign Currency Contracts</I></B>. The Trust may enter
into forward currency contracts to purchase or sell foreign currencies for a fixed amount of U.S. dollars or another foreign currency. A forward currency contract involves an obligation to purchase or sell a specific currency at a future date, which
may be any fixed number of days (term) from the date of the forward currency contract agreed upon by the parties, at a price set at the time the forward currency contract is entered into. Forward currency contracts are traded directly between
currency traders (usually large commercial banks) and their customers. The Trust may purchase a forward currency contract to lock in the U.S. dollar price of a security denominated in a foreign currency that the Trust intends to acquire. The Trust
may sell a forward currency contract to lock in the U.S. dollar equivalent of the proceeds from the anticipated sale of a security or a dividend or interest payment denominated in a foreign currency. The Trust may also use forward currency contracts
to shift the Trust&#146;s exposure to foreign currency exchange rate changes from one currency to another. For example, if the Trust owns securities denominated in a foreign currency and the Advisor believes that currency will decline relative to
another currency, the Trust might enter into a forward currency contract to sell the appropriate amount of the first foreign currency with payment to be made in the second currency. The Trust may also purchase forward currency contracts to enhance
income when the Advisor anticipates that the foreign currency will appreciate in value but securities denominated in that currency do not present attractive investment opportunities. The Trust may also use forward currency contracts to hedge against
a decline in the value of existing investments denominated in a foreign currency. Such a hedge would tend to offset both positive and negative currency fluctuations, but would not offset changes in security values caused by other factors. The Trust
could also hedge the position by entering into a forward currency contract to sell another currency expected to perform similarly to the currency in which the Trust&#146;s existing investments are denominated. This type of transaction could offer
advantages in terms of cost, yield or efficiency, but may not hedge currency exposure as effectively as a simple forward currency transaction to sell U.S. dollars. This type of transaction may result in losses if the currency used to hedge does not
perform similarly to the currency in which the hedged securities are denominated. The Trust may also use forward currency contracts in one currency or a basket of currencies to attempt to hedge against fluctuations in the value of securities
denominated in a different currency if the Advisor anticipates that there will be a correlation between the two currencies. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The cost to
the Trust of engaging in forward currency contracts varies with factors such as the currency involved, the length of the contract period and the market conditions then prevailing. Because forward currency contracts are usually entered into on a
principal basis, no fees or commissions are involved. When the Trust enters into a forward currency contract, it relies on the counterparty to make or take delivery of the underlying currency at the maturity of the contract. Failure by the
counterparty to do so would result in the loss of some or all of any expected benefit of the transaction. Secondary markets generally do not exist for forward currency contracts, with the result that closing transactions generally can be made for
forward currency contracts only by negotiating directly with the counterparty. Thus, there can be no assurance that the Trust will in fact be able to close out a forward currency contract at a favorable price prior to maturity. In addition, in the
event of insolvency of the counterparty, the Trust might be unable to close out a forward currency contract. In either event, the Trust would continue to be subject to market risk with respect to the position, and would continue to be required to
maintain a position in securities denominated in the foreign currency or to maintain cash or liquid assets in a segregated account or earmark such cash or liquid assets on its books and records. The precise matching of forward currency contract
amounts and the value of the securities involved generally will not be possible because the value of such securities, measured in the foreign currency, will change after the forward currency contract has been established. Thus, the Trust might need
to purchase or sell foreign currencies in the spot (cash) market to the extent such foreign currencies are not covered by forward currency contracts. The projection of short-term currency market movements is extremely difficult and the successful
execution of a short-term hedging strategy is highly uncertain. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>Use of Options as Strategic Transactions</I></B>. In addition to the options strategy
described in the prospectus as part of the Trust&#146;s investment strategy, the Trust may also use options as Strategic Transactions. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>Call Options as Strategic Transactions</I>. The Trust may purchase call options on any of the types of securities or instruments in which
it may invest. A purchased call option gives the Trust the right to buy, and obligates the seller to sell, the underlying security at the exercise price at any time during the option period. The Trust also may purchase and sell call options on
indices. Index options are similar to options on securities except that, rather than taking or making delivery of securities underlying the option at a specified price upon exercise, an index option gives the holder the right to receive cash upon
exercise of the option if the level of the index upon which the option is based is greater than the exercise price of the option. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The
Trust may write (i.e., sell) covered call options on the securities or instruments it holds and enter into closing purchase transactions with respect to certain of such options. A covered call option is an option in which the Trust, in return for a
premium, gives another party a right to buy specified securities owned by the Trust at a specified future date and price set at the time of the contract. The principal reason for writing covered call options is the attempt to realize, through the
receipt of premiums, a greater return than would be realized on the securities alone. By writing covered call options, the Trust gives up the opportunity, while the option is in effect, to profit from any price increase in the underlying security
above the option exercise price. In addition, the Trust&#146;s ability to sell the underlying security will be limited while the option is in effect unless the Trust enters into a closing purchase transaction. A closing purchase transaction cancels
out the Trust&#146;s position as the writer of an option by means of an offsetting purchase of an identical option prior to the expiration of the option it has written. Covered call options also serve as a partial hedge to the extent of the premium
received against the price of the underlying security declining. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Trust may write (i.e., sell) uncovered call options on securities or
instruments in which it may invest but that are not currently held by the Trust. The principal reason for writing uncovered call options is to realize income without committing capital to the ownership of the underlying securities or instruments.
When writing uncovered call options, the Trust must deposit and maintain sufficient margin with the broker-dealer through which it made the uncovered call option as collateral to ensure that the securities can be purchased for delivery if and when
the option is exercised. In addition, in connection with each such transaction the Trust will segregate, or designate on its books and records, liquid assets or cash with a value at least equal to the Trust&#146;s exposure (the difference between
the unpaid amounts owed by the Trust on such transaction minus any collateral deposited with the broker-dealer), on a <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">marked-to-market</FONT></FONT> basis (as calculated pursuant to
requirements of the SEC). Such segregation or earmarking will ensure that the Trust has assets available to satisfy its obligations with respect to the transaction and will avoid any potential leveraging of the Trust&#146;s portfolio. Such
designation will not limit the Trust&#146;s exposure to loss. During periods of declining securities prices or when prices are stable, writing uncovered calls can be a profitable strategy to increase the Trust&#146;s income with minimal capital
risk. Uncovered calls are riskier than covered calls because there is no underlying security held by the Trust that can act as a partial hedge. Uncovered calls have speculative characteristics and the potential for loss is unlimited. When an
uncovered call is exercised, the Trust must purchase the underlying security to meet its call obligation. There is also a risk, especially with less liquid preferred and debt securities, that the securities may not be available for purchase. If the
purchase price exceeds the exercise price, the Trust will lose the difference. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>Put Options as Strategic Transactions</I>. The Trust
may purchase put options. By buying a put option, the Trust acquires a right to sell such underlying securities or instruments at the exercise price, thus limiting the Trust&#146;s risk of loss through a decline in the market value of the securities
or instruments until the put option expires. The amount of any appreciation in the value of the underlying securities or instruments will be partially offset by the amount of the premium paid for the put option and any related transaction costs.
Prior to its expiration, a put option may be sold in a closing sale transaction and profit or loss from the sale will depend on whether the amount received is more or less than the premium paid for the put option plus the related transaction costs.
A closing sale transaction cancels out the Trust&#146;s position as the purchaser of an option by means of an offsetting sale of an identical option prior to the expiration of the option it has purchased. </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-15 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Trust also may write (i.e., sell) put options on securities or instruments in which it may
invest but that the Trust does not currently have a corresponding short position or has not deposited cash equal to the exercise value of the put option with the broker-dealer through which it made the uncovered put option as collateral. The
principal reason for writing such put options is to receive premium income and to acquire such securities or instruments at a net cost below the current market value. The Trust has the obligation to buy the securities or instruments at an agreed
upon price if the securities or instruments decrease below the exercise price. If the securities or instruments price increases during the option period, the option will expire worthless and the Trust will retain the premium and will not have to
purchase the securities or instruments at the exercise price. In connection with such transaction, the Trust will segregate or designate on its books and records liquid assets or cash with a value at least equal to the Trust&#146;s exposure, on a <FONT
STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">marked-to-market</FONT></FONT> basis (as calculated pursuant to requirements of the SEC). Such designation will ensure that the Trust has assets available to satisfy its obligations with
respect to the transaction and will avoid any potential leveraging of the Trust&#146;s portfolio. Such designation will not limit the Trust&#146;s exposure to loss. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Trust will not sell puts if, as a result, more than 50% of the Trust&#146;s total assets would be required to cover its potential
obligations under its hedging and other investment transactions. In selling puts, there is a risk that the Trust may be required to buy the underlying security at a price higher than the current market price. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>Financial Futures Transactions and Options</I></B>. The Trust is authorized to purchase and sell certain exchange traded financial
futures contracts (&#147;financial futures contracts&#148;) in order to hedge its investments against declines in value, and to hedge against increases in the cost of securities it intends to purchase or to seek to enhance the Trust&#146;s return.
However, any transactions involving financial futures or options (including puts and calls associated therewith) will be in accordance with the Trust&#146;s investment policies and limitations. A financial futures contract obligates the seller of a
contract to deliver and the purchaser of a contract to take delivery of the type of financial instrument covered by the contract, or in the case of index-based futures contracts to make and accept a cash settlement, at a specific future time for a
specified price. To hedge its portfolio, the Trust may take an investment position in a futures contract which will move in the opposite direction from the portfolio position being hedged. A sale of financial futures contracts may provide a hedge
against a decline in the value of portfolio securities because such depreciation may be offset, in whole or in part, by an increase in the value of the position in the financial futures contracts. A purchase of financial futures contracts may
provide a hedge against an increase in the cost of securities intended to be purchased because such appreciation may be offset, in whole or in part, by an increase in the value of the position in the futures contracts. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Distributions, if any, of net long term capital gains from certain transactions in futures or options are taxable at long term capital gains
rates for U.S. federal income tax purposes. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>Futures Contracts</I>. A futures contract is an agreement between two parties to buy and
sell a security or, in the case of an index-based futures contract, to make and accept a cash settlement for a set price on a future date. A majority of transactions in futures contracts, however, do not result in the actual delivery of the
underlying instrument or cash settlement, but are settled through liquidation, i.e., by entering into an offsetting transaction. Futures contracts have been designed by boards of trade which have been designated &#147;contracts markets&#148; by the
Commodity Futures Trading Commission (the &#147;CFTC&#148;). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The purchase or sale of a futures contract differs from the purchase or sale
of a security in that no price or premium is paid or received. Instead, an amount of cash or securities acceptable to the broker and the relevant contract market, which varies, but is generally about 5% of the contract amount, must be deposited with
the broker. This amount is known as &#147;initial margin&#148; and represents a &#147;good faith&#148; deposit assuring the performance of both the purchaser and seller under the futures contract. Subsequent payments to and from the broker, called
&#147;variation margin,&#148; are required to be made on a daily basis as the price of the futures contract fluctuates making the long and short positions in the futures contract more or less valuable, a process known as &#147;marking to the
market.&#148; At any time prior to the settlement date of the futures contract, the position may be closed out by taking an opposite position that will operate to terminate the position in the futures contract. A final determination of
</P>
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variation margin is then made, additional cash is required to be paid to or released by the broker and the purchaser realizes a loss or gain. In addition, a nominal commission is paid on each
completed sale transaction. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Trust may also purchase and sell financial futures contracts on U.S. Government securities as a hedge
against adverse changes in interest rates as described below. The Trust may purchase and write call and put options on futures contracts on U.S. Government securities in connection with its hedging strategies. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Trust also may engage in other futures contracts transactions such as futures contracts on municipal bond indices that may become
available if the Advisor should determine that there is normally a sufficient correlation between the prices of such futures contracts and securities in which the Trust invests to make such hedging appropriate. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>Futures Strategies</I>. The Trust may sell a financial futures contract (i.e., assume a short position) in anticipation of a decline in the
value of its investments resulting from an increase in interest rates or otherwise. The risk of decline could be reduced without employing futures as a hedge by selling investments and either reinvesting the proceeds in securities with shorter
maturities or by holding assets in cash. This strategy, however, entails increased transaction costs in the form of dealer spreads and typically would reduce the average yield of the Trust&#146;s portfolio securities as a result of the shortening of
maturities. The sale of futures contracts provides an alternative means of hedging against declines in the value of its investments. As such values decline, the value of the Trust&#146;s positions in the futures contracts will tend to increase, thus
offsetting all or a portion of the depreciation in the market value of the Trust&#146;s investments that are being hedged. While the Trust will incur commission expenses in selling and closing out futures positions, commissions on futures
transactions are typically lower than transaction costs incurred in the purchase and sale of the Trust&#146;s investments being hedged. In addition, the ability of the Trust to trade in the standardized contracts available in the futures markets may
offer a more effective defensive position than a program to reduce the average maturity of the portfolio securities due to the unique and varied credit and technical characteristics of the instruments available to the Trust. Employing futures as a
hedge also may permit the Trust to assume a defensive posture without reducing the yield on its investments beyond any amounts required to engage in futures trading. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">When the Trust intends to purchase a security, the Trust may purchase futures contracts as a hedge against any increase in the cost of such
security resulting from a decrease in interest rates or otherwise, that may occur before such purchase can be effected. Subject to the degree of correlation between such securities and futures contracts, subsequent increases in the cost of such
securities should be reflected in the value of the futures held by the Trust. As such purchases are made, an equivalent amount of futures contracts will be closed out. Due to changing market conditions and interest rate forecasts, however, a futures
position may be terminated without a corresponding purchase of portfolio securities. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>Call Options on Futures Contracts</I>. The Trust
may also purchase and sell exchange traded call and put options on financial futures contracts. The purchase of a call option on a futures contract is analogous to the purchase of a call option on an individual security. Depending on the pricing of
the option compared to either the futures contract upon which it is based or the price of the underlying securities, it may or may not be less risky than ownership of the futures contract or underlying securities. Like the purchase of a futures
contract, the Trust may purchase a call option on a futures contract to hedge against a market advance when the Trust is not fully invested. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The writing of a call option on a futures contract constitutes a partial hedge against declining prices of the securities which are
deliverable upon exercise of the futures contract. If the futures price at expiration is below the exercise price, the Trust will retain the full amount of the option premium which provides a partial hedge against any decline that may have occurred
in the Trust&#146;s portfolio holdings. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>Put Options on Futures Contracts</I>. The purchase of a put option on a futures contract is
analogous to the purchase of a protective put option on portfolio securities. The Trust may purchase a put option on a futures contract to hedge the Trust&#146;s portfolio against the risk of rising interest rates. </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-17 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The writing of a put option on a futures contract constitutes a partial hedge against increasing
prices of the securities which are deliverable upon exercise of the futures contract. If the futures price at expiration is higher than the exercise price, the Trust will retain the full amount of the option premium which provides a partial hedge
against any increase in the price of securities which the Trust intends to purchase. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The writer of an option on a futures contract is
required to deposit initial and variation margin pursuant to requirements similar to those applicable to futures contracts. Premiums received from the writing of an option will be included in initial margin. The writing of an option on a futures
contract involves risks similar to those relating to futures contracts. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">When the Trust purchases a futures contract, or writes a put
option or purchases a call option thereon, an amount of cash, cash equivalents (e.g. high grade commercial paper and daily tender adjustable notes) or liquid securities will be segregated or designated on its books and records, so that the amount so
segregated or earmarked, plus the amount of initial and variation margin held in the account of its broker, equals the market value of the futures contracts, thereby ensuring that the use of such futures contract is unleveraged. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>Additional Information About Options</I></B>. In the case of either put or call options that it has purchased, if the option expires
without being sold or exercised, the Trust will experience a loss in the amount of the option premium plus any commissions paid by the Trust. When the Trust sells put and call options, it receives a premium as the seller of the option. The premium
that the Trust receives for selling the option will serve as a partial and limited (to the dollar amount of the premium) hedge, in the amount of the option premium, against changes in the value of the securities in its portfolio. During the term of
the option, however, a covered call seller has, in return for the premium on the option, given up the opportunity for capital appreciation above the exercise price of the option if the value of the underlying security increases, but has retained the
risk of loss should the price of the underlying security decline. Conversely, a put seller retains the risk of loss should the market value of the underlying security decline below the exercise price of the option, less the premium received on the
sale of the option. The Trust may purchase and sell exchange-listed options and <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">over-the-counter</FONT></FONT> options (&#147;OTC options&#148;) which are privately negotiated with
the counterparty. Listed options are issued by the OCC, which guarantees the performance of the obligations of the parties to such options. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Trust&#146;s ability to close out its position as a purchaser or seller of an exchange-listed put or call option is dependent upon the
existence of a liquid secondary market on option exchanges. Among the possible reasons for the absence of a liquid secondary market on an exchange are: (i)&nbsp;insufficient trading interest in certain options; (ii)&nbsp;restrictions on transactions
imposed by an exchange; (iii)&nbsp;trading halts, suspensions or other restrictions imposed with respect to particular classes or series of options or underlying securities; (iv)&nbsp;interruption of the normal operations on an exchange;
(v)&nbsp;inadequacy of the facilities of an exchange or OCC to handle current trading volume; or (vi)&nbsp;a decision by one or more exchanges to discontinue the trading of options (or a particular class or series of options), in which event the
secondary market on that exchange (or in that class or series of options) would cease to exist, although outstanding options on that exchange that had been listed by the OCC as a result of trades on that exchange would generally continue to be
exercisable in accordance with their terms. OTC options are purchased from or sold to dealers, financial institutions or other counterparties which have entered into direct agreements with the Trust. With OTC options, such variables as expiration
date, exercise price and premium will be agreed upon between the Trust and the counterparty, without the intermediation of a third party such as the OCC. If the counterparty fails to make or take delivery of the securities underlying an option it
has written, or otherwise settle the transaction in accordance with the terms of that option as written, the Trust would lose the premium paid for the option as well as any anticipated benefit of the transaction. OTC options and assets used to cover
OTC options written by the Trust are considered by the staff of the SEC to be illiquid. The illiquidity of such options or assets may prevent a successful sale of such options or assets, result in a delay of sale, or reduce the amount of proceeds
that might otherwise be realized. </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-18 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The hours of trading for options on debt securities may not conform to the hours during which the
underlying securities are traded. To the extent that the option markets close before the markets for the underlying securities, significant price and rate movements can take place in the underlying markets that cannot be reflected in the option
markets. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>Hybrid Instruments</I></B>. A hybrid instrument is a type of potentially high-risk derivative that combines a traditional
bond, stock or commodity with an option or forward contract. Generally, the principal amount, amount payable upon maturity or redemption, or interest rate of a hybrid is tied (positively or negatively) to the price of some commodity, currency or
securities index or another interest rate or some other economic factor (each a &#147;benchmark&#148;). The interest rate or (unlike most fixed-income securities) the principal amount payable at maturity of a hybrid security may be increased or
decreased, depending on changes in the value of the benchmark. An example of a hybrid could be a bond issued by an oil company that pays a small base level of interest with additional interest that accrues in correlation to the extent to which oil
prices exceed a certain predetermined level. Such a hybrid instrument would be a combination of a bond and a call option on oil. Hybrids can be used as an efficient means of pursuing a variety of investment goals, including currency hedging,
duration management and increased total return. Hybrids may not bear interest or pay dividends. The value of a hybrid or its interest rate may be a multiple of a benchmark and, as a result, may be leveraged and move (up or down) more steeply and
rapidly than the benchmark. These benchmarks may be sensitive to economic and political events, such as commodity shortages and currency devaluations, which cannot be readily foreseen by the purchaser of a hybrid. Under certain conditions, the
redemption value of a hybrid could be zero. Thus, an investment in a hybrid may entail significant market risks that are not associated with a similar investment in a traditional, U.S. dollar-denominated bond that has a fixed principal amount and
pays a fixed rate or floating rate of interest. The purchase of hybrids also exposes the Trust to the credit risk of the issuer of the hybrids. These risks may cause significant fluctuations in the NAV of the Trust&#146;s common shares if the Trust
invests in hybrid instruments. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>New Products</I></B>. The financial markets continue to evolve and financial products continue to be
developed. The Trust reserves the right to invest in new financial products as they are developed or become more widely accepted. As with any new financial product, these products will entail risks, including risks to which the Trust currently is
not subject. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The principal risks relating to the use of futures contracts and other Strategic Transactions are: (i)&nbsp;less than
perfect correlation between the prices of the instrument and the market value of the securities in the Trust&#146;s portfolio; (ii)&nbsp;possible lack of a liquid secondary market for closing out a position in such instruments; (iii)&nbsp;losses
resulting from interest rate or other market movements not anticipated by the Advisor; and (iv)&nbsp;the obligation to meet additional variation margin or other payment requirements, all of which could result in the Trust being in a worse position
than if such transactions had not been used. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Certain provisions of the Code may restrict or affect the ability of the Trust to engage in
Strategic Transactions. See &#147;Tax Matters.&#148; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>REITs</I></B>. REITs are subject to certain risks which differ from an
investment in common stocks. REITs are financial vehicles that pool investors&#146; capital to purchase or finance real estate. REITs may concentrate their investments in specific geographic areas or in specific property types (e.g., hospitals,
hotels, shopping malls, residential complexes and office buildings). The market value of REIT shares and the ability of REITs to distribute income may be adversely affected by several factors, including rising interest rates, changes in the
national, state and local economic climate and real estate conditions, perceptions of prospective tenants of the safety, convenience and attractiveness of the properties, the ability of the owners to provide adequate management, maintenance and
insurance, the cost of complying with the Americans with Disabilities Act, increased competition from new properties, the impact of present or future environmental legislation and compliance with environmental laws, changes in real estate taxes and
other operating expenses, adverse changes in governmental rules and fiscal policies, adverse changes in zoning laws and other factors beyond the control of </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-19 </P>


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the REIT issuers. In addition, distributions received by the Trust from REITs may consist of dividends, capital gains and/or return of capital. As REITs generally pay a higher rate of dividends
(on a <FONT STYLE="white-space:nowrap">pre-tax</FONT> basis) than operating companies, to the extent application of the Trust&#146;s investment strategy results in the Trust investing in REIT shares, the percentage of the Trust&#146;s dividend
income received from REIT shares will likely exceed the percentage of the Trust&#146;s portfolio which is comprised of REIT shares. There are three general categories of REITs: equity REITs, mortgage REITs and hybrid REITs. Equity REITs invest
primarily in direct fee ownership or leasehold ownership of real property; they derive most of their income from rents. Mortgage REITs invest mostly in mortgages on real estate, which may secure construction, development or long-term loans, and the
main source of their income is mortgage interest payments. See &#147;Mortgage-Related Securities&#151;Mortgage REITs&#148; above. Hybrid REITs hold both ownership and mortgage interests in real estate. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Cash Equivalents and Short Term Debt Securities </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">For temporary defensive purposes or to keep cash on hand fully invested, the Trust may invest up to 100% of its total assets in cash
equivalents and short-term debt securities. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Short-term debt securities are defined to include, without limitation: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">1. U.S. Government securities, including bills, notes and bonds differing as to maturity and rates of interest that are either issued or
guaranteed by the U.S. Treasury or by U.S. Government agencies or instrumentalities. U.S. Government securities include securities issued by (a)&nbsp;the FHA, Farmers Home Administration, Export-Import Bank of the United States, Small Business
Administration GNMA, whose securities are supported by the full faith and credit of the United States; (b)&nbsp;the FHLBs, Federal Intermediate Credit Banks, and Tennessee Valley Authority, whose securities are supported by the right of the agency
to borrow from the U.S. Treasury; (c)&nbsp;FNMA, whose securities are supported by the discretionary authority of the U.S. Government to purchase certain obligations of the agency or instrumentality; and (d)&nbsp;the Student Loan Marketing
Association, whose securities are supported only by its credit. While the U.S. Government provides financial support to such U.S. Government-sponsored agencies or instrumentalities, no assurance can be given that it always will do so since it is not
so obligated by law. The U.S. Government, its agencies and instrumentalities do not guarantee the market value of their securities. Consequently, the value of such securities may fluctuate. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">2. Certificates of deposit issued against funds deposited in a bank or a savings and loan association. Such certificates are for a definite
period of time, earn a specified rate of return, and are normally negotiable. The issuer of a certificate of deposit agrees to pay the amount deposited plus interest to the bearer of the certificate on the date specified thereon. Certificates of
deposit purchased by the Trust may not be fully insured by the Federal Deposit Insurance Corporation. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">3. Repurchase agreements, which
involve purchases of debt securities. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:9%; font-size:10pt; font-family:Times New Roman">4. Commercial paper, which consists of short-term unsecured promissory notes, including variable
rate master demand notes issued by corporations to finance their current operations. Master demand notes are direct lending arrangements between the Trust and a corporation. There is no secondary market for such notes. However, they are redeemable
by the Trust at any time. The Advisor will consider the financial condition of the corporation (e.g., earning power, cash flow and other liquidity ratios) and will continuously monitor the corporation&#146;s ability to meet all of its financial
obligations, because the Trust&#146;s liquidity might be impaired if the corporation were unable to pay principal and interest on demand. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Corporate
Bonds </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Corporate bonds are debt obligations issued by corporations. Corporate bonds may be either secured or unsecured. Collateral used
for secured debt includes real property, machinery, equipment, accounts receivable, </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-20 </P>


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stocks, bonds or notes. If a bond is unsecured, it is known as a debenture. Bondholders, as creditors, have a prior legal claim over common and preferred stockholders as to both income and assets
of the corporation for the principal and interest due them and may have a prior claim over other creditors if liens or mortgages are involved. Interest on corporate bonds may be fixed or floating, or the bonds may be zero coupons. Interest on
corporate bonds is typically paid semi-annually and is fully taxable to the bondholder. Corporate bonds contain elements of both interest rate risk and credit risk. The market value of a corporate bond generally may be expected to rise and fall
inversely with interest rates and may also be affected by the credit rating of the corporation, the corporation&#146;s performance and perceptions of the corporation in the marketplace. Corporate bonds usually yield more than government or agency
bonds due to the presence of credit risk. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Corporate Loans </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Trust may invest in corporate loans. Corporate loans are generally <FONT STYLE="white-space:nowrap">non-investment</FONT> grade floating
rate instruments. Usually, they are freely callable at the issuer&#146;s option. The Trust may invest in fixed and floating rate loans (&#147;Loans&#148;) arranged through private negotiations between a corporate borrower or a foreign sovereign
entity and one or more financial institutions (&#147;Lenders&#148;). The Trust may invest in such Loans in the form of participations in Loans (&#147;Participations&#148;) and assignments of all or a portion of Loans from third parties
(&#147;Assignments&#148;). The Trust considers these investments to be investments in debt securities for purposes of its investment policies. Participations typically will result in the Trust having a contractual relationship only with the Lender,
not with the borrower. The Trust will have the right to receive payments of principal, interest and any fees to which it is entitled only from the Lender selling the Participation and only upon receipt by the Lender of the payments from the
borrower. In connection with purchasing Participations, the Trust generally will have no right to enforce compliance by the borrower with the terms of the loan agreement relating to the Loans, nor any rights of
<FONT STYLE="white-space:nowrap">set-off</FONT> against the borrower, and the Trust may not benefit directly from any collateral supporting the Loan in which it has purchased the Participation. As a result, the Trust will assume the credit risk of
both the borrower and the Lender that is selling the Participation. In the event of the insolvency of the Lender selling the Participation, the Trust may be treated as a general creditor of the Lender and may not benefit from any <FONT
STYLE="white-space:nowrap">set-off</FONT> between the Lender and the borrower. The Trust will acquire Participations only if the Lender interpositioned between the Trust and the borrower is determined by the Advisor to be creditworthy. When the
Trust purchases Assignments from Lenders, the Trust will acquire direct rights against the borrower on the Loan, and will not have exposure to a counterparty&#146;s credit risk. The Trust may enter into Participations and Assignments on a forward
commitment or &#147;when-issued&#148; basis, whereby the Trust would agree to purchase a Participation or Assignment at set terms in the future. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Trust may have difficulty disposing of Assignments and Participations. In certain cases, the market for such instruments may lack
sufficient liquidity, and therefore the Trust anticipates that in such cases such instruments could be sold only to a limited number of institutional investors. The lack of a sufficiently liquid secondary market may have an adverse impact on the
value of such instruments and on the Trust&#146;s ability to dispose of particular Assignments or Participations in response to a specific economic event, such as deterioration in the creditworthiness of the borrower. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Leading financial institutions often act as agent for a broader group of Lenders, generally referred to as a syndicate. The syndicate&#146;s
agent arranges the loans, holds collateral and accepts payments of principal and interest. If the agent develops financial problems, the Trust may not recover its investment or recovery may be delayed. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Loans in which the Trust may invest are subject to the risk of loss of principal and income. Although borrowers frequently provide
collateral to secure repayment of these obligations they do not always do so. If they do provide collateral, the value of the collateral may not completely cover the borrower&#146;s obligations at the time of a default. If a borrower files for
protection from its creditors under the U.S. bankruptcy laws, these laws may limit the Trust&#146;s rights to its collateral. In addition, the value of collateral may erode during a bankruptcy case. In
</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-21 </P>


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the event of a bankruptcy, the holder of a Loan may not recover its principal, may experience a long delay in recovering its investment and may not receive interest during the delay. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In certain circumstances, Loans may not be deemed to be securities under certain federal securities laws. Therefore, in the event of fraud or
misrepresentation by a borrower or an arranger, Lenders and purchasers of interests in Loans, such as the Trust, may not have the protection of the anti-fraud provisions of the federal securities laws as would otherwise be available for bonds or
stocks. Instead, in such cases, parties generally would rely on the contractual provisions in the Loan agreement itself and <FONT STYLE="white-space:nowrap">common-law</FONT> fraud protections under applicable state law. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>High Yield Securities (&#147;Junk Bonds&#148;) </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Trust may invest in securities rated, at the time of investment, below investment grade quality such as those rated Ba or below by
Moody&#146;s Investor&#146;s Service Inc. (&#147;Moody&#146;s&#148;), BB or below by S&amp;P Global Ratings (&#147;S&amp;P&#148;) or Fitch Ratings, Inc. (&#147;Fitch&#148;), or securities comparably rated by other rating agencies or in unrated
securities determined by the Advisor to be of comparable quality. Such securities, sometimes referred to as &#147;high yield&#148; or &#147;junk&#148; bonds, are predominantly speculative with respect to the capacity to pay interest and repay
principal in accordance with the terms of the security and generally involve greater price volatility than securities in higher rating categories. Often the protection of interest and principal payments with respect to such securities may be very
moderate and issuers of such securities face major ongoing uncertainties or exposure to adverse business, financial or economic conditions which could lead to inadequate capacity to meet timely interest and principal payments. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Lower grade securities, though high yielding, are characterized by high risk. They may be subject to certain risks with respect to the issuing
entity and to greater market fluctuations than certain lower yielding, higher rated securities. The secondary market for lower grade securities may be less liquid than that of higher rated securities. Adverse conditions could make it difficult at
times for the Trust to sell certain high yield securities or could result in lower prices than those used in calculating the Trust&#146;s NAV. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The prices of fixed-income securities generally are inversely related to interest rate changes; however, the price volatility caused by
fluctuating interest rates of securities also is inversely related to the coupons of such securities. Accordingly, below investment grade securities may be relatively less sensitive to interest rate changes than higher quality securities of
comparable maturity because of their higher coupon. The investor receives this higher coupon in return for bearing greater credit risk. The higher credit risk associated with below investment grade securities potentially can have a greater effect on
the market value of such securities than may be the case with higher quality issues of comparable maturity. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Lower grade securities may be
particularly susceptible to economic downturns. It is likely that an economic recession could severely disrupt the market for such securities and may have an adverse impact on the value of such securities. In addition, it is likely that any such
economic downturn could adversely affect the ability of the issuers of such securities to repay principal and pay interest thereon and increase the incidence of default for such securities. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The ratings of Moody&#146;s, S&amp;P, Fitch and other rating agencies represent their opinions as to the quality of the obligations which they
undertake to rate. Ratings are relative and subjective and, although ratings may be useful in evaluating the safety of interest and principal payments, they do not evaluate the market value risk of such obligations. Although these ratings may be an
initial criterion for selection of portfolio investments, the Advisor also will independently evaluate these securities and the ability of the issuers of such securities to pay interest and principal. To the extent that the Trust invests in lower
grade securities that have not been rated by a rating agency, the Trust&#146;s ability to achieve its investment objectives will be more dependent on the Advisor&#146;s credit analysis than would be the case when the Trust invests in rated
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">S-22 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Distressed and Defaulted Securities </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Trust may invest in the securities of financially distressed and bankrupt issuers, including debt obligations that are in covenant or
payment default. Such investments generally trade significantly below par and are considered speculative. The repayment of defaulted obligations is subject to significant uncertainties. Defaulted obligations might be repaid only after lengthy
workout or bankruptcy proceedings, during which the issuer might not make any interest or other payments. Typically such workout or bankruptcy proceedings result in only partial recovery of cash payments or an exchange of the defaulted obligation
for other debt or equity securities of the issuer or its affiliates, which may in turn be illiquid or speculative. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>U.S. Government Debt Securities
</B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Trust may invest in debt securities issued or guaranteed by the U.S. Government, its agencies or instrumentalities, including U.S.
Treasury obligations, which differ in their interest rates, maturities and times of issuance. Such obligations include U.S. Treasury bills (maturity of one year or less), U.S. Treasury notes (maturity of one to ten years) and U.S. Treasury bonds
(generally maturities of greater than ten years), including the principal components or the interest components issued by the U.S. Government under the separate trading of registered interest and principal securities program (i.e.,
&#147;STRIPS&#148;), all of which are backed by the full faith and credit of the United States. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Variable and Floating Rate Instruments </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Variable and floating rate securities provide for an adjustment in the interest rate paid on the obligations. The terms of such obligations
provide that interest rates are adjusted 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:4%; font-size:10pt; font-family:Times New Roman">The interest rate on a floating rate security is a variable rate which is tied to another interest rate, such
as a money-market index or Treasury bill rate. The interest rate on a floating rate security resets periodically, typically every six months. Because of the interest rate reset feature, floating rate securities provide the Trust with a certain
degree of protection against rises in interest rates, although the Trust will participate in any declines in interest rates as well. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Structured Notes
</B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Trust may invest in &#147;structured&#148; notes and other related instruments, which are privately negotiated debt obligations in
which the principal and/or interest is determined by reference to the performance of a benchmark asset, market or interest rate (an &#147;embedded index&#148;), such as selected securities, an index of securities or specified interest rates, or the
differential performance of two assets or markets. Structured instruments may be issued by corporations, including banks, as well as by governmental agencies. Structured instruments frequently are assembled in the form of medium-term notes, but a
variety of forms are available and may be used in particular circumstances. The terms of such structured instruments normally provide that their principal and/or interest payments are to be adjusted upwards or downwards (but ordinarily not below
zero) to reflect changes in the embedded index while the structured instruments are outstanding. As a result, the interest and/or principal payments that may be made on a structured product may vary widely, depending on a variety of factors,
including the volatility of the embedded index and the effect of changes in the embedded index on principal and/or interest payments. The rate of return on structured notes may be determined by applying a multiplier to the performance or
differential performance of the referenced index(es) or other asset(s). Application of a multiplier involves leverage that will serve to magnify the potential for gain and the risk of loss. </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-23 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Credit Linked Notes </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">A credit-linked note (&#147;CLN&#148;) is a derivative instrument. It is a synthetic obligation between two or more parties where the payment
of principal and/or interest is based on the performance of some obligation (a reference obligation). In addition to the credit risk of the reference obligations and interest rate risk, the buyer/seller of the CLN is subject to counterparty risk.
</P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Credit Default Swaps </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Trust may
enter into credit default swap agreements. The credit default swap agreement may have as reference obligations one or more securities that are not currently held by the Trust. The protection &#147;buyer&#148; in a credit default contract may be
obligated to pay the protection &#147;seller&#148; an upfront or a periodic stream of payments over the term of the contract, provided that no credit event on the reference obligation occurs. If a credit event occurs, the seller generally must pay
the buyer the &#147;par value&#148; (full notional amount) of the swap in exchange for an equal face amount of deliverable obligations of the reference entity described in the swap, or if the swap is cash settled the seller may be required to
deliver the related net cash amount (the difference between the market value of the reference obligation and its par value). The Trust may be either the buyer or seller in the transaction. If the Trust is a buyer and no credit event occurs, the
Trust will generally receive no payments from its counterparty under the swap if the swap is held through its termination date. However, if a credit event occurs, the buyer generally may elect to receive the full notional amount of the swap in
exchange for an equal face amount of deliverable obligations of the reference entity, the value of which may have significantly decreased. As a seller, the Trust generally receives an upfront payment or a fixed rate of income throughout the term of
the swap, which typically is between six months and three years, provided that there is no credit event. If a credit event occurs, generally the seller must pay the buyer the full notional amount of the swap in exchange for an equal face amount of
deliverable obligations of the reference entity, the value of which may have significantly decreased. As the seller, the Trust would effectively add leverage to its portfolio because, in addition to its Managed Assets, the Trust would be subject to
investment exposure on the notional amount of the swap. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Credit default swap agreements involve greater risks than if the Trust had taken
a position in the reference obligation directly (either by purchasing or selling) since, in addition to general market risks, credit default swaps are subject to illiquidity risk, counterparty risk and credit risks. A buyer generally will also lose
its upfront payment or any periodic payments it makes to the seller counterparty and receive no payments from its counterparty 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 amount it pays to the buyer, resulting in a loss of value to the seller. A seller of a credit
default swap or similar instrument is exposed to many of the same risks of leverage since, if a credit event occurs, the seller generally will be required to pay the buyer the full notional amount of the contract net of any amounts owed by the buyer
related to its delivery of deliverable obligations. The Trust&#146;s obligations under a credit default swap agreement will be accrued daily (offset against any amounts owed to the Trust). The Trust will at all times segregate or designate on its
books and records in connection with each such transaction liquid assets or cash with a value at least equal to the Trust&#146;s exposure (any accrued but unpaid net amounts owed by the Trust to any counterparty) on a
<FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">marked-to-market</FONT></FONT> basis (as required by the clearing organization with respect to cleared swaps or as calculated pursuant to requirements of the SEC). If the Trust is a
seller of protection in a credit default swap transaction, it will designate on its books and records in connection with such transaction liquid assets or cash with a value at least equal to the full notional amount of the contract. Such designation
will ensure that the Trust has assets available to satisfy its obligations with respect to the transaction and will avoid any potential leveraging of the Trust&#146;s portfolio. Such designation will not limit the Trust&#146;s exposure to loss. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In addition, the credit derivatives market is subject to a changing regulatory environment. It is possible that regulatory or other
developments in the credit derivatives market could adversely affect the Trust&#146;s ability to successfully use credit 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">S-24 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Interest Rate Transactions </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Trust may enter into interest rate swaps and purchase or sell interest rate caps and floors. The Trust expects to enter into these
transactions primarily to preserve a return or spread on a particular investment or portion of its portfolio, as a duration management technique, to protect against any increase in the price of securities the Trust anticipates purchasing at a later
date and/or to hedge against increases in the Trust&#146;s costs associated with its leverage strategy. The Trust will ordinarily use these transactions as a hedge or for duration and risk management although it is permitted to enter into them to
enhance income or gain. Interest rate swaps involve the exchange by the Trust with another party of their respective commitments to pay or receive interest (e.g., an exchange of floating rate payments for fixed rate payments with respect to a
notional amount of principal). The purchase of an interest rate cap entitles the purchaser, to the extent that the level of a specified interest rate exceeds a predetermined interest rate (i.e., the strike price), to receive payments of interest on
a notional principal amount from the party selling such interest rate cap. The purchase of an interest rate floor entitles the purchaser, to the extent that the level of a specified interest rate falls below a predetermined interest rate (i.e., the
strike price), to receive payments of interest on a notional principal amount from the party selling such interest rate floor. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">For
example, if the Trust holds a debt instrument with an interest rate that is reset only once each year, it may swap the right to receive interest at this fixed rate for the right to receive interest at a rate that is reset every week. This would
enable the Trust to offset a decline in the value of the debt instrument due to rising interest rates but would also limit its ability to benefit from falling interest rates. Conversely, if the Trust holds a debt instrument with an interest rate
that is reset every week and it would like to lock in what it believes to be a high interest rate for one year, it may swap the right to receive interest at this variable weekly rate for the right to receive interest at a rate that is fixed for one
year. Such a swap would protect the Trust from a reduction in yield due to falling interest rates and may permit the Trust to enhance its income through the positive differential between one week and one year interest rates, but would preclude it
from taking full advantage of rising interest rates. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Trust may hedge both its assets and liabilities through interest rate swaps,
caps and floors. Usually, payments with respect to interest rate swaps will be made on a net basis (i.e., the two payment streams are netted out) with the Trust receiving or paying, as the case may be, only the net amount of the two payments on the
payment dates. The Trust will accrue the net amount of the excess, if any, of the Trust&#146;s obligations over its entitlements with respect to each interest rate swap on a daily basis and will segregate with a custodian or designate on its books
and records an amount of cash or liquid assets having an aggregate NAV at all times at least equal to the accrued excess. If there is a default by the other party to an uncleared interest rate swap transaction, generally the Trust will have
contractual remedies pursuant to the agreements related to the transaction. With respect to interest rate swap transactions cleared through a central clearing counterparty, a clearing organization will be substituted for the counterparty and will
guaranty the parties&#146; performance under the swap agreement. However, there can be no assurance that the clearing organization will satisfy its obligation to the Trust or that the Trust would be able to recover the full amount of assets
deposited on its behalf with the clearing organization in the event of the default by the clearing organization or the Trust&#146;s clearing broker. Certain U.S. federal income tax requirements may limit the Trust&#146;s ability to engage in
interest rate swaps. Distributions attributable to transactions in interest rate swaps generally will be taxable as ordinary income to shareholders. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Environmental, Social and Governance (&#147;ESG&#148;) Integration </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Although the Trust does not seek to implement a specific ESG, impact or sustainability strategy, Trust management will consider ESG
characteristics as part of the investment process for actively managed funds such as the Trust. These considerations will vary depending on a fund&#146;s particular investment strategies and may include consideration of third-party research as well
as consideration of proprietary research of the Advisor across the ESG risks and opportunities regarding an issuer. Trust management will consider those ESG </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-25 </P>


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characteristics it deems relevant or additive when making investment decisions for the Trust. The ESG characteristics utilized in the Trust&#146;s investment process are anticipated to evolve
over time and one or more characteristics may not be relevant with respect to all issuers that are eligible for investment. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">ESG
characteristics are not the sole considerations when making investment decisions for the Trust. Further, investors can differ in their views of what constitutes positive or negative ESG characteristics. As a result, the Trust may invest in issuers
that do not reflect the beliefs and values with respect to ESG of any particular investor. ESG considerations may affect the Trust&#146;s exposure to certain companies or industries and the Trust may forego certain investment opportunities. While
Trust management views ESG considerations as having the potential to contribute to the Trust&#146;s long-term performance, there is no guarantee that such results will be achieved. </P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="saitoc93447_4"></A>ADDITIONAL RISK FACTORS </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Short Sales Risk </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Short-selling involves
selling securities which may or may not be owned and borrowing the same securities for delivery to the purchaser, with an obligation to replace the borrowed securities at a later date. If the price of the security sold short increases between the
time of the short sale and the time the Trust replaces the borrowed security, the Trust will incur a loss; conversely, if the price declines, the Trust will realize a capital gain. Any gain will be decreased, and any loss will be increased, by the
transaction costs incurred by the Trust, including the costs associated with providing collateral to the broker-dealer (usually cash and liquid securities) and the maintenance of collateral with its custodian. Although the Trust&#146;s gain is
limited to the price at which it sold the security short, its potential loss is theoretically unlimited. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Short-selling necessarily
involves certain additional risks. However, if the short seller does not own the securities sold short (an uncovered short sale), the borrowed securities must be replaced by securities purchased at market prices in order to close out the short
position, and any appreciation in the price of the borrowed securities would result in a loss. Uncovered short sales expose the Trust to the risk of uncapped losses until a position can be closed out due to the lack of an upper limit on the price to
which a security may rise. Purchasing securities to close out the short position can itself cause the price of the securities to rise further, thereby exacerbating the loss. There is the risk that the securities borrowed by the Trust in connection
with a short-sale must be returned to the securities lender on short notice. If a request for return of borrowed securities occurs at a time when other short-sellers of the security are receiving similar requests, a &#147;short squeeze&#148; can
occur, and the Trust may be compelled to replace borrowed securities previously sold short with purchases on the open market at the most disadvantageous time, possibly at prices significantly in excess of the proceeds received at the time the
securities were originally sold short. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Trust Preferred Securities Risk </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Trust preferred securities are typically issued by trusts or limited partnerships and represent preferred interests in deeply subordinated debt
instruments generally in the form of interest bearing notes with preferred securities characteristics, or by an affiliated business trust of a corporation, generally in the form of beneficial interests in subordinated debentures or similarly
structured securities. The trust preferred securities market consists of both fixed and adjustable coupon rate securities that are either perpetual in nature or have stated maturity dates. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Trust preferred securities are typically junior and fully subordinated liabilities of an issuer and benefit from a guarantee that is junior
and fully subordinated to the other liabilities of the guarantor. In addition, trust preferred securities typically permit an issuer to defer the payment of income for five years or more without triggering an event of default. Because of their
subordinated position in the capital structure of an issuer, the </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-26 </P>


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ability to defer payments for extended periods of time without default consequences to the issuer, and certain other features (such as restrictions on common dividend payments by the issuer or
ultimate guarantor when full cumulative payments on the trust preferred securities have not been made), these trust preferred securities are often treated as close substitutes for traditional preferred securities, both by issuers and investors. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Trust preferred securities include but are not limited to trust originated preferred securities (&#147;TOPRS<SUP
STYLE="font-size:85%; vertical-align:top">&reg;</SUP>&#148;); monthly income preferred securities (&#147;MIPS<SUP STYLE="font-size:85%; vertical-align:top">&reg;</SUP>&#148;); quarterly income bond securities (&#147;QUIBS<SUP
STYLE="font-size:85%; vertical-align:top">&reg;</SUP>&#148;); quarterly income debt securities (&#147;QUIDS<SUP STYLE="font-size:85%; vertical-align:top">&reg;</SUP>&#148;); quarterly income preferred securities (&#147;QUIPS<SUP
STYLE="font-size:85%; vertical-align:top">SM</SUP>&#148;); corporate trust securities (&#147;CORTS<SUP STYLE="font-size:85%; vertical-align:top">&reg;</SUP>&#148;); public income notes
(&#147;PINES<SUP STYLE="font-size:85%; vertical-align:top">&reg;</SUP>&#148;); and other trust preferred securities. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Trust preferred
securities are typically issued with a final maturity date, although some are perpetual in nature. In certain instances, a final maturity date may be extended and/or the final payment of principal may be deferred at the issuer&#146;s option for a
specified time without default. No redemption can typically take place unless all cumulative payment obligations have been met, although issuers may be able to engage in open-market repurchases without regard to whether all payments have been paid.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Many trust preferred securities are issued by trusts or other special purpose entities established by operating companies and are not a
direct obligation of an operating company. At the time the trust or special purpose entity sells such preferred securities to investors, it purchases debt of the operating company (with terms comparable to those of the trust or special purpose
entity securities), which enables the operating company to deduct for tax purposes the interest paid on the debt held by the trust or special purpose entity. The trust or special purpose entity is generally required to be treated as transparent for
U.S. federal income tax purposes such that the holders of the trust preferred securities are treated as owning beneficial interests in the underlying debt of the operating company. Accordingly, payments on the trust preferred securities are treated
as interest rather than dividends for U.S. federal income tax purposes. The trust or special purpose entity in turn would be a holder of the operating company&#146;s debt and would have priority with respect to the operating company&#146;s earnings
and profits over the operating company&#146;s common shareholders, but would typically be subordinated to other classes of the operating company&#146;s debt. Typically a preferred share has a rating that is slightly below that of its corresponding
operating company&#146;s senior debt securities. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Zero Coupon Securities Risk </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Zero coupon securities are securities that are sold at a discount to par value and do not pay interest during the life of the security. The
discount approximates the total amount of interest the security will accrue and compound over the period until maturity at a rate of interest reflecting the market rate of the security at the time of issuance. Upon maturity, the holder of a zero
coupon security is entitled to receive the par value of the security. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">While interest payments are not made on zero coupon securities,
holders of such securities are deemed to have received income (&#147;phantom income&#148;) annually, notwithstanding that cash may not be received currently. The effect of owning instruments that do not make current interest payments is that a fixed
yield is earned not only on the original investment but also, in effect, on all discount accretion during the life of the obligations. This implicit reinvestment of earnings at a fixed rate eliminates the risk of being unable to invest distributions
at a rate as high as the implicit yield on the zero coupon security, but at the same time eliminates the holder&#146;s ability to reinvest at higher rates in the future. For this reason, some of these securities may be subject to substantially
greater price fluctuations during periods of changing market interest rates than are comparable securities that pay interest currently. Longer term zero coupon securities are more exposed to interest rate risk than shorter term zero coupon
securities. These investments benefit the issuer by mitigating its need for cash to meet debt service, but also require a higher rate of return to attract investors who are willing to defer receipt of cash. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Trust accrues income with respect to these securities for U.S. federal income tax and accounting purposes prior to the receipt of cash
payments. Zero coupon securities may be subject to greater fluctuation in value and less liquidity in the event of adverse market conditions than comparably rated securities that pay cash interest at regular intervals. </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-27 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Further, to maintain its qualification for pass-through treatment under the U.S. federal income
tax laws, the Trust is required to distribute income to its shareholders and, consequently, may have to dispose of other, more liquid portfolio securities under disadvantageous circumstances or may have to leverage itself by borrowing in order to
generate the cash to satisfy these distributions. The required distributions may result in an increase in the Trust&#146;s exposure to zero coupon securities. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In addition to the risks described herein, there are certain other risks related to investing in zero coupon securities. During a period of
severe market conditions, the market for such securities may become even less liquid. In addition, as these securities do not pay cash interest, the Trust&#146;s investment exposure to these securities and their risks, including credit risk, will
increase during the time these securities are held in the Trust&#146;s portfolio. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">Pay-in-Kind</FONT></FONT> Bonds Risk </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Trust may invest in PIK bonds. PIK bonds are bonds which pay interest through the issuance of additional debt or equity securities. Similar
to zero coupon obligations, PIK bonds also carry additional risk as holders of these types of securities realize no cash until the cash payment date unless a portion of such securities is sold and, if the issuer defaults, the Trust may obtain no
return at all on its investment. The market price of PIK bonds is affected by interest rate changes to a greater extent, and therefore tends to be more volatile, than that of securities which pay interest in cash. Additionally, current U.S. federal
income tax law requires the holder of certain PIK bonds to accrue income with respect to these securities prior to the receipt of cash payments. To maintain its qualification as a RIC and avoid liability for U.S. federal income and excise taxes, the
Trust may be required to distribute income accrued with respect to these securities and may have to dispose of portfolio securities under disadvantageous circumstances in order to generate cash to satisfy these distribution requirements. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Mortgage-Related Securities Risks </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Investing in MBS entails various risks. MBS represent an interest in a pool of mortgages. The risks associated with MBS include: credit risk
associated with the performance of the underlying mortgage properties and of the borrowers owning these properties; risks associated with their structure and execution (including the collateral, the process by which principal and interest payments
are allocated and distributed to investors and how credit losses affect issuing vehicles and the return to investors in such MBS); whether the collateral represents a fixed set of specific assets or accounts, whether the underlying collateral assets
are revolving or <FONT STYLE="white-space:nowrap">closed-end,</FONT> under what terms (including maturity of the MBS) any remaining balance in the accounts may revert to the issuing entity and the extent to which the entity that is the actual source
of the collateral assets is obligated to provide support to the issuing vehicle or to the investors in such MBS; risks associated with the servicer of the underlying mortgages; adverse changes in economic conditions and circumstances, which are more
likely to have an adverse impact on MBS secured by loans on certain types of commercial properties than on those secured by loans on residential properties; prepayment risk, which can lead to significant fluctuations in the value of the MBS; loss of
all or part of the premium, if any, paid; and decline in the market value of the security, whether resulting from changes in interest rates, prepayments on the underlying mortgage collateral or perceptions of the credit risk associated with the
underlying mortgage collateral. In addition, the Trust&#146;s level of investment in MBS of a particular type or in MBS issued or guaranteed by affiliated obligors, serviced by the same servicer or backed by underlying collateral located in a
specific geographic region, may subject the Trust to additional risk. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">When market interest rates decline, more mortgages are refinanced
and the securities are paid off earlier than expected. Prepayments may also occur on a scheduled basis or due to foreclosure. During such periods, the reinvestment of prepayment proceeds by the Trust will generally be at lower rates than the rates
that were carried by the obligations that have been prepaid. When market interest rates increase, the market values of MBS decline. At the same time, however, mortgage refinancings and prepayments slow, lengthening the effective maturities of these
securities. As a result, the negative effect of the rate increase on the market value of MBS is </P>
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usually more pronounced than it is for other types of fixed-income securities. Moreover, the relationship between borrower prepayments and changes in interest rates may mean some high-yielding
mortgage related and other asset-backed securities have less potential for increases in value if market interest rates were to fall than conventional bonds with comparable maturities. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In general, losses on a mortgaged property securing a mortgage loan included in a securitization will be borne first by the equity holder of
the property, then by a cash reserve fund or letter of credit, if any, then by the holder of a mezzanine loan or <FONT STYLE="white-space:nowrap">B-Note,</FONT> if any, then by the &#147;first loss&#148; subordinated security holder (generally, the <FONT
STYLE="white-space:nowrap">&#147;B-Piece&#148;</FONT> buyer) and then by the holder of a higher rated security. The Trust could invest in any class of security included in a securitization. In the event of default and the exhaustion of any equity
support, reserve fund, letter of credit, mezzanine loans or <FONT STYLE="white-space:nowrap">B-Notes,</FONT> and any classes of securities junior to those in which the Trust invests, the Trust will not be able to recover all of its investment in the
MBS it purchases. MBS in which the Trust invests may not contain reserve funds, letters of credit, mezzanine loans and/or junior classes of securities. The prices of lower credit quality securities are generally less sensitive to interest rate
changes than more highly rated investments, but more sensitive to adverse economic downturns or individual issuer developments. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">MBS
generally are classified as either RMBS or CMBS, each of which are subject to certain specific risks as further described below. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>RMBS Risks</I></B>. RMBS are securities the payments on which depend primarily on the cash flow from residential mortgage loans made to
borrowers that are secured by residential real estate. <FONT STYLE="white-space:nowrap">Non-agency</FONT> residential mortgage loans are obligations of the borrowers thereunder only and are not typically insured or guaranteed by any other person or
entity. The ability of a borrower to repay a loan secured by residential property is dependent upon the income or assets of the borrower. A number of factors, including a general economic downturn, acts of God, terrorism, social unrest and civil
disturbances, may impair a borrower&#146;s ability to repay its loans. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>Agency RMBS Risks</I></B>. MBS issued by FNMA or FHLMC are
guaranteed as to timely payment of principal and interest by FNMA or FHLMC, but are not backed by the full faith and credit of the U.S. Government. In 2008, the FHFA placed FNMA and FHLMC into conservatorship. FNMA and FHLMC are continuing to
operate as going concerns while in conservatorship and each remains liable for all of its obligations, including its guaranty obligations, associated with its MBS. As the conservator, FHFA succeeded to all rights, titles, powers and privileges of
FNMA and FHLMC and of any stockholder, officer or director of FNMA and FHLMC with respect to FNMA and FHLMC and the assets of FNMA and FHLMC. In connection with the conservatorship, the U.S. Treasury entered into an agreement with each of FNMA and
FHLMC that contains various covenants that severely limit each enterprise&#146;s operations. There is no assurance that the obligations of such entities will be satisfied in full, or that such obligations will not decrease in value or default. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Under the Reform Act, FHFA, as conservator or receiver, has the power to repudiate any contract entered into by FNMA or FHLMC 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 FNMA&#146;s or
FHLMC&#146;s affairs. In the event that FHFA, as conservator of, or if it is later appointed as receiver for, FNMA or FHLMC, were to repudiate any such guaranty obligation, the conservatorship or receivership estate, as applicable, would be liable
for actual direct compensatory damages in accordance with the provisions of the Reform Act. Any such liability could be satisfied only to the extent of FNMA&#146;s or FHLMC&#146;s assets available therefor. In the event of repudiation, the payments
of interest to holders of FNMA or FHLMC MBS would be reduced if payments on the mortgage loans represented in the mortgage loan groups related to such MBS are not made by the borrowers or advanced by the servicer. Any actual direct compensatory
damages for repudiating these guaranty obligations may not be sufficient to offset any shortfalls experienced by such MBS holders. Further, in its capacity as conservator or receiver, FHFA has the right to transfer or sell any asset or liability of
FNMA or FHLMC without any approval, assignment or consent. If FHFA, as conservator or receiver, were to transfer any such guaranty obligation to another party, holders of FNMA or FHLMC MBS would have to rely on that party for satisfaction of the
guaranty obligation </P>
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and would be exposed to the credit risk of that party. In addition, certain rights provided to holders of MBS issued by FNMA and FHLMC under the operative documents related to such securities may
not be enforced against FHFA, or enforcement of such rights may be delayed, during the conservatorship or any future receivership. The operative documents for FNMA and FHLMC MBS may provide (or with respect to securities issued prior to the date of
the appointment of the conservator may have provided) that upon the occurrence of an event of default on the part of FNMA or FHLMC, in its capacity as guarantor, which includes the appointment of a conservator or receiver, holders of such MBS have
the right to replace FNMA or FHLMC as trustee if the requisite percentage of MBS holders consent. The Reform Act prevents MBS holders from enforcing such rights if the event of default arises solely because a conservator or receiver has been
appointed. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">A 2011 report to Congress from the Treasury Department and the Department of Housing and Urban Development set forth a plan to
reform America&#146;s housing finance market, which would reduce the role of and eventually eliminate FNMA and FHLMC, and identified proposals for Congress and the administration to consider for the long-term structure of the housing finance markets
after the elimination of FNMA and FHLMC. The impact of such reforms on the markets for MBS is currently unknown. It is difficult, if not impossible, to predict the future political, regulatory or economic changes that could impact FNMA, FHLMC and
the Federal Home Loan Banks, and the values of their related securities or obligations. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I><FONT STYLE="white-space:nowrap">Non-Agency</FONT> RMBS Risks</I></B>. <FONT STYLE="white-space:nowrap">Non-agency</FONT> RMBS are
securities issued by <FONT STYLE="white-space:nowrap">non-governmental</FONT> issuers. <FONT STYLE="white-space:nowrap">Non-agency</FONT> RMBS have no direct or indirect government guarantees of payment and are subject to various risks as described
herein. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>Borrower Credit Risk</I></B>. Credit-related risk on RMBS arises from losses due to delinquencies and defaults by the
borrowers in payments on the underlying mortgage loans and breaches by originators and servicers of their obligations under the underlying documentation pursuant to which the RMBS are issued. <FONT STYLE="white-space:nowrap">Non-agency</FONT>
residential mortgage loans are obligations of the borrowers thereunder only and are not typically insured or guaranteed by any other person or entity. The rate of delinquencies and defaults on residential mortgage loans and the aggregate amount of
the resulting losses will be affected by a number of factors, including general economic conditions, particularly those in the area where the related mortgaged property is located, the level of the borrower&#146;s equity in the mortgaged property
and the individual financial circumstances of the borrower. If a residential mortgage loan is in default, foreclosure on the related residential property may be a lengthy and difficult process involving significant legal and other expenses. The net
proceeds obtained by the holder on a residential mortgage loan following the foreclosure on the related property may be less than the total amount that remains due on the loan. The prospect of incurring a loss upon the foreclosure of the related
property may lead the holder of the residential mortgage loan to restructure the residential mortgage loan or otherwise delay the foreclosure process. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>RMBS Legal Risks</I></B>. Legal risks associated with RMBS can arise as a result of the procedures followed in connection with the
origination of the mortgage loans or the servicing thereof, which may be subject to various federal and state laws (including, without limitation, predatory lending laws), public policies and principles of equity that regulate interest rates and
other charges, require certain disclosures, require licensing of originators, prohibit discriminatory lending practices, regulate the use of consumer credit information and debt collection practices and may limit the servicer&#146;s ability to
collect all or part of the principal of or interest on a residential mortgage loan, entitle the borrower to a refund of amounts previously paid by it or subject the servicer to damages and sanctions. Specifically, provisions of federal predatory
lending laws, such as the federal <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">Truth-in-Lending</FONT></FONT> Act (as supplemented by the Home Ownership and Equity Protection Act of 1994) and Regulation Z, and various recently
enacted state predatory lending laws provide that a purchaser or assignee of specified types of residential mortgage loans (including an issuer of RMBS) may be held liable for violations by the originator of such mortgage loans. Under such assignee
liability provisions, a borrower is generally given the right to assert against a purchaser of its mortgage loan any affirmative claims and defenses to payment that such borrower could assert against the originator of the loan or, where applicable,
the home improvement contractor that arranged the loan. Liability under such assignee liability provisions could, therefore, result in a disruption of cash flows allocated to the holders of RMBS where either the issuer of such RMBS is liable for
damages or is unable to enforce payment by the borrower. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In most but not all cases, the amount recoverable against a purchaser or assignee under such
assignee liability provisions is limited to amounts previously paid and still owed by the borrower. Moreover, sellers of residential mortgage loans to an issuer of RMBS typically represent that the loans have been originated in accordance with all
applicable laws and in the event such representation is breached, the seller typically must repurchase the offending loan. Notwithstanding these protections, an issuer of RMBS may be exposed to an unquantifiable amount of potential assignee
liability because, first, the amount of potential assignee liability under certain predatory lending laws is unclear and has yet to be litigated, and, second, in the event a predatory lending law does not prohibit class action lawsuits, it is
possible that an issuer of RMBS could be liable for damages for more than the original principal amount of the offending loans held by it. In such circumstances the issuer of RMBS may be forced to seek contribution from other parties, who may no
longer exist or have adequate funds available to fund such contribution. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In addition, structural and legal risks of RMBS include the
possibility that, in a bankruptcy or similar proceeding involving the originator or the servicer (often the same entity or affiliates), the assets of the issuer could be treated as never having been truly sold by the originator to the issuer and
could be substantively consolidated with those of the originator, or the transfer of such assets to the issuer could be voided as a fraudulent transfer. Challenges based on such doctrines could result also in cash flow delays and losses on the
related issue of RMBS. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>Mortgage Loan Market Risk</I></B>. In the recent past, the residential mortgage market in the United States
experienced difficulties that adversely affected the performance and market value of certain mortgages and mortgage related securities. Delinquencies and losses on residential mortgage loans (especially
<FONT STYLE="white-space:nowrap">sub-prime</FONT> and second lien mortgage loans) generally increased during this period and declines in or flattening of housing values in many housing markets were generally viewed as exacerbating such delinquencies
and losses. Borrowers with adjustable rate mortgages (&#147;ARMs&#148;) are more sensitive to changes in interest rates, which affect their monthly mortgage payments, and may be unable to secure replacement mortgages at comparably low interest
rates. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">At any one time, a portfolio of RMBS may be backed by residential mortgage loans that are highly concentrated in only a few states
or regions. As a result, the performance of such residential mortgage loans may be more susceptible to a downturn in the economy, including in particular industries that are highly represented in such states or regions, natural calamities and other
adverse conditions affecting such areas. The economic downturn experienced in the recent past at the national level, and the more serious economic downturn experienced in the recent past in certain geographic areas of the United States, including in
particular areas of the United States where rates of delinquencies and defaults on residential mortgage loans were particularly high, is generally viewed as having contributed to the higher rates of delinquencies and defaults on the residential
mortgage loans underlying RMBS during this period. There also can be no assurance that areas of the United States that mostly avoided higher rates of delinquencies and defaults on residential mortgage loans during this period would continue to do so
if an economic downturn were to reoccur at the national level. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Another factor that may contribute to, and may in the future result in,
higher delinquency and default rates is the increase in monthly payments on ARMs.&nbsp;Any increase in prevailing market interest rates, which are currently near historical lows, may result in increased payments for borrowers who have
ARMs.&nbsp;Moreover, with respect to hybrid mortgage loans (which are mortgage loans combining fixed and adjustable rate features) after their initial fixed rate period or other adjustable-rate mortgage loans, interest-only products or products
having a lower rate, and with respect to mortgage loans with a negative amortization feature which reach their negative amortization cap, borrowers may experience a substantial increase in their monthly payment even without an increase in prevailing
market interest rates. Increases in payments for borrowers may result in increased rates of delinquencies and defaults on residential mortgage loans underlying the <FONT STYLE="white-space:nowrap">non-agency</FONT> RMBS. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">As a result of rising concerns about increases in delinquencies and defaults on residential mortgage loans (particularly on <FONT
STYLE="white-space:nowrap">sub-prime</FONT> and adjustable-rate mortgage loans) and as a result of increasing concerns about the financial strength of originators and servicers and their ability to perform their obligations with respect to
</P>
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<FONT STYLE="white-space:nowrap">non-agency</FONT> RMBS, there may be an adverse change in the market sentiments of investors about the market values and volatility and the degree of risk of <FONT
STYLE="white-space:nowrap">non-agency</FONT> RMBS generally. Some or all of the underlying residential mortgage loans in an issue of <FONT STYLE="white-space:nowrap">non-agency</FONT> RMBS may have balloon payments due on their respective maturity
dates. Balloon residential mortgage loans involve a greater risk to a lender than fully amortizing loans, because the ability of a borrower to pay such amount will normally depend on its ability to obtain refinancing of the related mortgage loan or
sell the related mortgaged property at a price sufficient to permit the borrower to make the balloon payment, which will depend on a number of factors prevailing at the time such refinancing or sale is required, including, without limitation, the
strength of the local or national residential real estate markets, interest rates and general economic conditions and the financial condition of the borrower. If borrowers are unable to make such balloon payments, the related issue of <FONT
STYLE="white-space:nowrap">non-agency</FONT> RMBS may experience losses. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Trust may acquire RMBS backed by collateral pools of
mortgage loans that have been originated using underwriting standards that are less restrictive than those used in underwriting &#147;prime mortgage loans&#148; and <FONT STYLE="white-space:nowrap">&#147;Alt-A</FONT> mortgage loans.&#148; These
lower standards include mortgage loans made to borrowers having imperfect or impaired credit histories, mortgage loans where the amount of the loan at origination is 80% or more of the value of the mortgage property, mortgage loans made to borrowers
with low credit scores, mortgage loans made to borrowers who have other debt that represents a large portion of their income and mortgage loans made to borrowers whose income is not required to be disclosed or verified and are commonly referred to
as <FONT STYLE="white-space:nowrap">&#147;sub-prime&#148;</FONT> mortgage loans. <FONT STYLE="white-space:nowrap">Sub-prime</FONT> mortgage loans have in recent periods experienced increased rates of delinquency, foreclosure, bankruptcy and loss,
and they are likely to continue to experience delinquency, foreclosure, bankruptcy and loss rates that are higher, and that may be substantially higher, than those experienced by mortgage loans underwritten in a more traditional manner. Certain
categories of RMBS, such as option ARM RMBS and <FONT STYLE="white-space:nowrap">sub-prime</FONT> RMBS, have been referred to by the financial media as &#147;toxic assets.&#148; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Although the United States economy has been slowly improving in recent years, the impact of the coronavirus pandemic on the United States has
caused the economy to deteriorate again and led to a high incidence of missed mortgage payments, which could result in the incidence of mortgage foreclosures, especially <FONT STYLE="white-space:nowrap">sub-prime</FONT> mortgages, beginning to
increase again, which could adversely affect the value of any RMBS owned by the Trust. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>CMBS Risks</I></B>. CMBS are, generally,
securities backed by obligations (including certificates of participation in obligations) that are principally secured by mortgages on real property or interests therein having a multifamily or commercial use, such as regional malls, other retail
space, office buildings, industrial or warehouse properties, hotels, nursing homes and senior living centers. The market for CMBS developed more recently and, in terms of total outstanding principal amount of issues, is relatively small compared to
the market for single-family RMBS. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">CMBS are subject to particular risks, including lack of standardized terms, shorter maturities than
residential mortgage loans and payment of all or substantially all of the principal only at maturity rather than regular amortization of principal. Additional risks may be presented by the type and use of a particular commercial property. Special
risks are presented by hospitals, nursing homes, hospitality properties and certain other property types. Commercial property values and net operating income are subject to volatility, which may result in net operating income becoming insufficient
to cover debt service on the related mortgage loan. The repayment of loans secured by income-producing properties is typically dependent upon the successful operation of the related real estate project rather than upon the liquidation value of the
underlying real estate. Furthermore, the net operating income from and value of any commercial property is subject to various risks, including changes in general or local economic conditions and/or specific industry segments; the solvency of the
related tenants; declines in real estate values; declines in rental or occupancy rates; increases in interest rates, real estate tax rates and other operating expenses; changes in governmental rules, regulations and fiscal policies; acts of God; new
and ongoing epidemics and pandemics of infectious diseases and other global health events; natural/environmental disasters; terrorist threats and attacks and social unrest and civil disturbances. Consequently, adverse changes in economic conditions
and circumstances are more likely to have an adverse impact on MBS </P>
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secured by loans on commercial properties than on those secured by loans on residential properties. In addition, commercial lending generally is viewed as exposing the lender to a greater risk of
loss than <FONT STYLE="white-space:nowrap">one-</FONT> to four- family residential lending. Commercial lending, for example, typically involves larger loans to single borrowers or groups of related borrowers than residential <FONT
STYLE="white-space:nowrap">one-</FONT> to four- family mortgage loans. In addition, the repayment of loans secured by income producing properties typically is dependent upon the successful operation of the related real estate project and the cash
flow generated therefrom. The coronavirus pandemic in the United States has had a severe adverse effect on many commercial businesses, resulting in them not paying rent, which in turn will likely result in the owners of the underlying properties
being impaired in their ability to make mortgage payments. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The exercise of remedies and successful realization of liquidation proceeds
relating to CMBS is also highly dependent on the performance of the servicer or special servicer. In many cases, overall control over the special servicing of related underlying mortgage loans will be held by a &#147;directing
certificateholder&#148; or a &#147;controlling class representative,&#148; which is appointed by the holders of the most subordinate class of CMBS in such series. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Trust may not have the right to appoint the directing certificateholder. In connection with the servicing of the specially serviced
mortgage loans, the related special servicer may, at the direction of the directing certificateholder, take actions with respect to the specially serviced mortgage loans that could adversely affect the Trust&#146;s interests. There may be a limited
number of special servicers available, particularly those that do not have conflicts of interest. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Trust may invest in Subordinated
CMBS issued or sponsored by commercial banks, savings and loan institutions, mortgage bankers, private mortgage insurance companies and other <FONT STYLE="white-space:nowrap">non-governmental</FONT> issuers. Subordinated CMBS have no governmental
guarantee and are subordinated in some manner as to the payment of principal and/or interest to the holders of more senior CMBS arising out of the same pool of mortgages. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Subordinated CMBS are often referred to as <FONT STYLE="white-space:nowrap">&#147;B-Pieces.&#148;</FONT> The holders of Subordinated CMBS
typically are compensated with a higher stated yield than are the holders of more senior CMBS. On the other hand, Subordinated CMBS typically subject the holder to greater risk than senior CMBS and tend to be rated in a lower rating category
(frequently a substantially lower rating category) than the senior CMBS issued in respect of the same mortgage pool. Subordinated CMBS generally are likely to be more sensitive to changes in prepayment and interest rates and the market for such
securities may be less liquid than is the case for traditional income securities and senior CMBS. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>CMO Risk</I></B>. There are
certain risks associated specifically with CMOs. CMOs are debt obligations collateralized by mortgage loans or mortgage pass-through securities. The average life of a CMO is determined using mathematical models that incorporate prepayment
assumptions and other factors that involve estimates of future economic and market conditions. Actual future results may vary from these estimates, particularly during periods of extreme market volatility. Further, under certain market conditions,
such as those that occurred during the recent downturn in the mortgage markets, the weighted average 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; text-indent:4%; font-size:10pt; font-family:Times New Roman">Inverse
floating rate CMOs are typically more volatile than fixed or floating rate tranches of CMOs. Many inverse floating rate CMOs have coupons that move inversely to a multiple of an index. The effect of the coupon varying inversely to a multiple of an
applicable index creates a leverage factor. Inverse floaters based on multiples of a stated index are designed to be highly sensitive to changes in interest rates and can subject the </P>
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holders thereof to extreme reductions of yield and loss of principal. The market for inverse floating rate CMOs with highly leveraged characteristics at times may be very thin. The Trust&#146;s
ability to dispose of its positions in such securities will depend on the degree of liquidity in the markets for such securities. It is impossible to predict the amount of trading interest that may exist in such securities, and therefore the future
degree of liquidity. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Trust may also invest in REMICs, which are CMOs that qualify for special tax treatment under the Code and invest
in certain mortgages principally secured by interests in real property and other permitted investments. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>Credit Risk Associated With
Originators and Servicers of Mortgage Loans</I></B>. A number of originators and servicers of residential and commercial mortgage loans, including some of the largest originators and servicers in the residential and commercial mortgage loan market,
have experienced serious financial difficulties, including some that are now or were subject to federal insolvency proceedings. These difficulties have resulted from many factors, including increased competition among originators for borrowers,
decreased originations by such originators of mortgage loans and increased delinquencies and defaults on such mortgage loans, as well as from increases in claims for repurchases of mortgage loans previously sold by them under agreements that require
repurchase in the event of breaches of representations regarding loan quality and characteristics. Such difficulties may affect the performance of MBS backed by mortgage loans. Furthermore, the inability of the originator to repurchase such mortgage
loans in the event of loan representation breaches or the servicer to repurchase such mortgage loans upon a breach of its servicing obligations also may affect the performance of related MBS. Delinquencies and losses on, and, in some cases, claims
for repurchase by the originator of, mortgage loans originated by some mortgage lenders have recently increased as a result of inadequate underwriting procedures and policies, including inadequate due diligence, failure to comply with predatory and
other lending laws and, particularly in the case of any &#147;no documentation&#148; or &#147;limited documentation&#148; mortgage loans that may support <FONT STYLE="white-space:nowrap">non-agency</FONT> RMBS, inadequate verification of income and
employment history. Delinquencies and losses on, and claims for repurchase of, mortgage loans originated by some mortgage lenders have also resulted from fraudulent activities of borrowers, lenders, appraisers, and other residential mortgage
industry participants such as mortgage brokers, including misstatements of income and employment history, identity theft and overstatements of the appraised value of mortgaged properties. Many of these originators and servicers are very highly
leveraged. These difficulties may also increase the chances that these entities may default on their warehousing or other credit lines or become insolvent or bankrupt and thereby increase the likelihood that repurchase obligations will not be
fulfilled and the potential for loss to holders of <FONT STYLE="white-space:nowrap">non-agency</FONT> MBS and subordinated security holders. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The servicers of <FONT STYLE="white-space:nowrap">non-agency</FONT> MBS are often the same entities as, or affiliates of, the originators of
these mortgage loans. Accordingly, the financial risks relating to originators of MBS described immediately above also may affect the servicing of MBS. In the case of such servicers, and other servicers, financial difficulties may have a negative
effect on the ability of servicers to pursue collection on mortgage loans that are experiencing increased delinquencies and defaults and to maximize recoveries on sale of underlying properties following foreclosure. In recent years, a number of
lenders specializing in residential mortgages have sought bankruptcy protection, shut down or been refused further financings from their lenders. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">MBS typically provide that the servicer is required to make advances in respect of delinquent mortgage loans. However, servicers experiencing
financial difficulties may not be able to perform these obligations or obligations that they may have to other parties of transactions involving these securities. Like originators, these entities are typically very highly leveraged. Such
difficulties may cause servicers to default under their financing arrangements. In certain cases, such entities may be forced to seek bankruptcy protection. Due to the application of the provisions of bankruptcy law, servicers who have sought
bankruptcy protection may not be required to advance such amounts. Even if a servicer were able to advance amounts in respect of delinquent mortgage loans, its obligation to make such advances may be limited to the extent that it does not expect to
recover such advances due to the deteriorating credit of the delinquent mortgage loans or declining value of the related mortgaged properties. Moreover, servicers may overadvance against a particular mortgage loan or charge too many costs of
resolution or foreclosure of a mortgage loan to a securitization, which could increase the potential losses to </P>
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holders of MBS. In such transactions, a servicer&#146;s obligation to make such advances may also be limited to the amount of its servicing fee. In addition, if an issue of MBS provides for
interest on advances made by the servicer, in the event that foreclosure proceeds or payments by borrowers are not sufficient to cover such interest, such interest will be paid to the servicer from available collections or other mortgage income,
thereby reducing distributions made on the MBS and, in the case of senior-subordinated MBS described below, first from distributions that would otherwise be made on the most subordinated MBS of such issue. Any such financial difficulties may
increase the possibility of a servicer termination and the need for a transfer of servicing and any such liabilities or inability to assess such liabilities may increase the difficulties and costs in affecting such transfer and the potential loss,
through the allocation of such increased cost of such transfer, to subordinated security holders. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">There can be no assurance that
originators and servicers of mortgage loans will not continue to experience serious financial difficulties or experience such difficulties in the future, including becoming subject to bankruptcy or insolvency proceedings, or that underwriting
procedures and policies and protections against fraud will be sufficient in the future to prevent such financial difficulties or significant levels of default or delinquency on mortgage loans. Because the recent financial difficulties experienced by
such originators and servicers is unprecedented and unpredictable, the past performance of the residential and commercial mortgage loans originated and serviced by them (and the corresponding performance of the related MBS) is not a reliable
indicator of the future performance of such residential mortgage loans (or the related MBS). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In some cases, servicers of MBS have been
the subject of legal proceedings involving the origination and/or servicing practices of such servicers. Large groups of private litigants and states&#146; attorneys general have brought such proceedings. Because of the large volume of mortgage
loans originated and serviced by such servicers, such litigation can cause heightened financial strain on servicers. In other cases, origination and servicing practices may cause or contribute to such strain, because of representation and warranty
repurchase liability arising in MBS and mortgage loan sale transactions. Any such financial strain could cause servicers to service below required standards, causing delinquencies and losses in any related MBS transaction to rise, and in extreme
cases could cause the servicer to seek the protection of any applicable bankruptcy or insolvency law. In any such proceeding, it is unclear whether the fees that the servicer charges in such transactions would be sufficient to permit that servicer
or a successor servicer to service the mortgage loans in such transaction adequately. If such fees had to be increased, it is likely that the most subordinated security holders in such transactions would be effectively required to pay such increased
fees. Finally, these entities may be the subject of future laws designed to protect consumers from defaulting on their mortgage loans. Such laws may have an adverse effect on the cash flows paid under such MBS. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In addition, certain lenders who service and/or issue MBS have recently announced that they are being investigated by or have received
information requests from U.S. federal and/or state authorities, including the SEC. As a result of such investigations and other similar investigations and general concerns about the adequacy or accuracy of disclosure of risks to borrowers and their
understanding of such risks, U.S. financial regulators have recently indicated that they may propose new guidelines for the mortgage industry. Guidelines, if introduced, together with the other factors described herein, may make it more difficult
for borrowers with weaker credit to refinance, which may lead to further increases in delinquencies, extensions in duration and losses in mortgage related assets. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>Additional Risks of Mortgage-Related Securities</I></B>. Additional risks associated with investments in MBS include: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>Interest Rate Risk</I></B>. In addition to the interest rate risks described above, certain MBS may be subject to additional risks as
the rate of interest payable on certain MBS may be set or effectively capped at the weighted average net coupon of the underlying mortgage loans themselves, often referred to as an &#147;available funds cap.&#148; As a result of this cap, the return
to the holder of such MBS is dependent on the relative timing and rate of delinquencies and prepayments of mortgage loans bearing a higher rate of interest. In general, early prepayments will have a greater negative impact on the yield to the holder
of such MBS. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>Structural Risk</I></B>. Because MBS generally are ownership or participation interests in
pools of mortgage loans secured by a pool of properties underlying the mortgage loan pool, the MBS are entitled to payments provided for in the underlying agreement only when and if funds are generated by the underlying mortgage loan pool. This
likelihood of the return of interest and principal may be assessed as a credit matter. However, the holders of MBS do not have the legal status of secured creditors, and cannot accelerate a claim for payment on their securities, or force a sale of
the mortgage loan pool in the event that insufficient funds exist to pay such amounts on any date designated for such payment. The holders of MBS do not typically have any right to remove a servicer solely as a result of a failure of the mortgage
pool to perform as expected. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>Subordination Risk</I></B>. MBS may be subordinated to one or more other senior classes of securities
of the same series for purposes of, among other things, offsetting losses and other shortfalls with respect to the related underlying mortgage loans. For example, in the case of certain MBS, no distributions of principal will generally be made with
respect to any class until the aggregate principal balances of the corresponding senior classes of securities have been reduced to zero. As a result, MBS may be more sensitive to risk of loss, writedowns, the
<FONT STYLE="white-space:nowrap">non-fulfillment</FONT> of repurchase obligations, overadvancing on a pool of loans and the costs of transferring servicing than senior classes of securities. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>Prepayment, Extension and Redemption Risks</I></B>. MBS 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 paid them off sooner. When a prepayment happens, a portion of the MBS 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
Trust&#146;s higher yielding securities are likely to be redeemed and the Trust will probably be unable to replace them with securities having as great a yield. In addition to reductions in the level of market interest rates and the prepayment
provisions of the mortgage loans, repayments on the residential mortgage loans underlying an issue of RMBS may also be affected by a variety of economic, geographic and other factors, including the size difference between the interest rates on the
underlying residential mortgage loans (giving consideration to the cost of refinancing) and prevailing mortgage rates and the availability of refinancing. Prepayments can result in lower yields to shareholders. The increased likelihood of prepayment
when interest rates decline also limits market price appreciation of MBS. This is known as prepayment risk. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Except in the case of certain
types of RMBS, the mortgage loans underlying RMBS generally do not contain prepayment penalties and a reduction in market interest rates will increase the likelihood of prepayments on the related RMBS. In the case of certain home equity loan
securities and certain types of RMBS, even though the underlying mortgage loans often contain prepayment premiums, such prepayment premiums may not be sufficient to discourage borrowers from prepaying their mortgage loans in the event of a reduction
in market interest rates, resulting in a reduction in the yield to maturity for holders of the related RMBS. RMBS typically contain provisions that require repurchase of mortgage loans by the originator or other seller in the event of a breach of a
representation or warranty regarding loan quality and characteristics of such loan. Any repurchase of a mortgage loan as a result of a breach has the same effect on the yield received on the related issue of RMBS as a prepayment of such mortgage
loan. Any increase in breaches of representations and the consequent repurchases of mortgage loans that result from inadequate underwriting procedures and policies and protections against fraud will have the same effect on the yield on the related
RMBS as an increase in prepayment rates. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Risk of prepayment may be reduced for commercial real estate property loans containing
significant prepayment penalties or prohibitions on principal payments for a period of time following origination. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">MBS 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. </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-36 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In addition, MBS may be subject to redemption at the option of the issuer. If a MBS held by the
Trust is called for redemption, the Trust will be required to permit the issuer to redeem or <FONT STYLE="white-space:nowrap">&#147;pay-off&#148;</FONT> the security, which could have an adverse effect on the Trust&#146;s ability to achieve its
investment objectives. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>Spread Widening Risk</I></B>. The prices of MBS may decline substantially, for reasons that may not be
attributable to any of the other risks described in the prospectus and this SAI. In particular, purchasing assets at what may appear to be &#147;undervalued&#148; levels is no guarantee that these assets will not be trading at even more
&#147;undervalued&#148; levels at a time of valuation or at the time of sale. It may not be possible to predict, or to protect against, such &#147;spread widening&#148; risk. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>Illiquidity Risk</I></B>. The liquidity of MBS varies by type of security; at certain times the Trust may encounter difficulty in
disposing of such investments. Because MBS have the potential to be less liquid than other securities, the Trust may be more susceptible to illiquidity risk than funds that invest in other securities. In the past, in stressed markets, certain types
of MBS suffered periods of illiquidity when disfavored by the market. Due to increased instability in the credit markets, the market for some MBS has experienced reduced liquidity and greater volatility with respect to the value of such securities,
making it more difficult to value such securities. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Asset-Backed Securities Risk </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">ABS involve certain risks in addition to those presented by MBS. There is the possibility that recoveries on the underlying collateral may not,
in some cases, be available to support payments on these securities. Relative to MBS, ABS may provide the Trust with a less effective security interest in the underlying collateral and are more dependent on the borrower&#146;s ability to pay. If
many borrowers on the underlying loans default, losses could exceed the credit enhancement level and result in losses to investors in an ABS transaction. Finally, ABS have structure risk due to a unique characteristic known as early amortization, or
early payout, risk. Built into the structure of most ABS are triggers for early payout, designed to protect investors from losses. These triggers are unique to each transaction and can include a significant rise in defaults on the underlying loans,
a sharp drop in the credit enhancement level or the bankruptcy of the originator. Once early amortization begins, all incoming loan payments (after expenses are paid) are used to pay investors as quickly as possible based upon a predetermined
priority of payment. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The collateral underlying ABS may constitute assets related to a wide range of industries and sectors, such as
credit card and automobile receivables. Credit card receivables are generally unsecured and the debtors are entitled to the protection of a number of state and federal consumer credit laws, many of which give debtors the right to set off certain
amounts owed on the credit cards, thereby reducing the balance due. The Credit CARD Act of 2009 imposes new regulations on the ability of credit card issuers to adjust the interest rates and exercise various other rights with respect to indebtedness
extended through credit cards. The Trust and the Advisor cannot predict what effect, if any, such regulations might have on the market for ABS and such regulations may adversely affect the value of ABS owned by the Trust. Most 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. In addition, because of the large number of vehicles involved in a typical issuance and technical requirements under state laws, the trustee for the holders of the automobile receivables may not have an effective
security interest in all of the obligations backing such receivables. If the economy of the United States deteriorates, defaults on securities backed by credit card, automobile and other receivables may increase, which may adversely affect the value
of any ABS owned by Trust. There is the possibility that recoveries on the underlying collateral may not, in some cases, be available to support payments on these securities. In recent years, certain automobile manufacturers have been granted access
to emergency loans from the U.S. Government and have experienced bankruptcy. As a result of these events, the value of securities backed by receivables from the sale or lease of automobiles may be adversely affected. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Some ABS, particularly home equity loan transactions, are subject to interest rate risk and
prepayment risk. A change in interest rates can affect the pace of payments on the underlying loans, which in turn, affects total return on the securities. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Collateralized Debt Obligation Risk </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The
risks of an investment in a CDO depend largely on the type of the collateral securities and the class of the CDO in which the Trust invests. Normally, CBOs, CLOs and other CDOs are privately offered and sold, and thus are not registered under the
securities laws. However, an active dealer market may exist for CDOs, allowing a CDO to qualify for Rule 144A transactions. In addition to the normal risks associated with fixed-income securities and ABS generally discussed in the prospectus and
elsewhere in this SAI, 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 risk that the collateral
may default or decline in value or be downgraded, if rated by a nationally recognized statistical rating organization; (iii)&nbsp;the Trust may invest in tranches of CDOs that are subordinate to other tranches; (iv)&nbsp;the structure and complexity
of the transaction and the legal documents could lead to disputes among investors regarding the characterization of proceeds; (v)&nbsp;the investment return achieved by the Trust could be significantly different than those predicted by financial
models; (vi)&nbsp;the lack of a readily available secondary market for CDOs; (vii)&nbsp;the risk of forced &#147;fire sale&#148; liquidation due to technical defaults such as coverage test failures; and (viii)&nbsp;the CDO&#146;s manager may perform
poorly. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Risk Factors in Strategic Transactions and Derivatives </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Trust&#146;s use of derivative instruments involves risks different from, and possibly greater than, the risks associated with investing
directly in securities and other traditional investments. Derivatives are subject to a number of risks such as credit risk, leverage risk, illiquidity risk, correlation risk and index risk as described below: </P>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt"><I>Credit Risk</I>&#151;the risk that the counterparty in a derivative transaction will be unable to honor its
financial obligation to the Trust, or the risk that the reference entity in a derivative will not be able to honor its financial obligations. In particular, derivatives traded in OTC markets often are not guaranteed by an exchange or clearing
corporation and often do not require payment of margin, and to the extent that the Trust has unrealized gains in such instruments or has deposited collateral with its counterparties the Trust is at risk that its counterparties will become bankrupt
or otherwise fail to honor their obligations. </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%">
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<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt"><I>Currency Risk</I>&#151;the risk that changes in the exchange rate between two currencies will adversely affect
the value (in U.S. dollar terms) of an investment. </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">
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<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt"><I>Leverage Risk</I>&#151;the risk associated with certain types of investments or trading strategies (such as,
for example, borrowing money to increase the amount of investments) that relatively small market movements may result in large changes in the value of an investment. Certain transactions in derivatives (such as futures transactions or sales of put
options) involve substantial leverage risk and may expose the Trust to potential losses that exceed the amount originally invested by the Trust. When the Trust engages in such a transaction, the Trust will deposit in a segregated account, or earmark
on its books and records, liquid assets with a value at least equal to the Trust&#146;s exposure, on a <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">mark-to-market</FONT></FONT> basis, to the transaction (as calculated pursuant
to requirements of the SEC). Such segregation or earmarking will ensure that the Trust has assets available to satisfy its obligations with respect to the transaction, but will not limit the Trust&#146;s exposure to loss. </P></TD></TR></TABLE>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt"><I>Illiquidity Risk</I>&#151;the risk that certain securities may be difficult or impossible to sell at the time
that the Trust would like or at the price that the Trust as seller believes the security is currently worth. There can be no assurance that, at any specific time, either a liquid secondary market will exist for a derivative or the Trust will
otherwise be able to sell such instrument at an acceptable price. It may, therefore, not be possible to close a position in a derivative without incurring substantial losses, if at </P></TD></TR></TABLE>

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all. The absence of liquidity may also make it more difficult for the Trust to ascertain a market value for such instruments. Although both OTC and exchange-traded derivatives markets may
experience a lack of liquidity, certain derivatives traded in OTC markets, including swaps and OTC options, involve substantial illiquidity risk. The illiquidity of the derivatives markets may be due to various factors, including congestion,
disorderly markets, limitations on deliverable supplies, the participation of speculators, government regulation and intervention, and technical and operational or system failures. In addition, the liquidity of a secondary market in an
exchange-traded derivative contract may be adversely affected by &#147;daily price fluctuation limits&#148; established by the exchanges which limit the amount of fluctuation in an exchange-traded contract price during a single trading day. Once the
daily limit has been reached in the contract, no trades may be entered into at a price beyond the limit, thus preventing the liquidation of open positions. Prices have in the past moved beyond the daily limit on a number of consecutive trading days.
If it is not possible to close an open derivative position entered into by the Trust, the Trust would continue to be required to make daily cash payments of variation margin in the event of adverse price movements. In such a situation, if the Trust
has insufficient cash, it may have to sell portfolio securities to meet daily variation margin requirements at a time when it may be disadvantageous to do so. </P></TD></TR></TABLE>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt"><I>Correlation Risk</I>&#151;the risk that changes in the value of a derivative will not match the changes in the
value of the portfolio holdings that are being hedged or of the particular market or security to which the Trust seeks exposure through the use of the derivative. There are a number of factors which may prevent a derivative instrument from achieving
the desired correlation (or inverse correlation) with an underlying asset, rate or index, such as the impact of fees, expenses and transaction costs, the timing of pricing, and disruptions or illiquidity in the markets for such derivative
instrument. </P></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt"><I>Index Risk</I>&#151;If the derivative is linked to the performance of an index, it will be subject to the
risks associated with changes in that index. If the index changes, the Trust could receive lower interest payments or experience a reduction in the value of the derivative to below the price that the Trust paid for such derivative.
</P></TD></TR></TABLE> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt"><I>Volatility Risk</I>&#151;the risk that the Trust&#146;s use of derivatives may reduce income or gain and/or
increase volatility. Volatility is defined as the characteristic of a security, an index or a market to fluctuate significantly in price over a defined time period. The Trust could suffer losses related to its derivative positions as a result of
unanticipated market movements, which losses are potentially unlimited. </P></TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">When a derivative is used as a hedge against a
position that the Trust holds, any loss generated by the derivative generally should be substantially offset by gains on the hedged investment, and vice versa. While hedging can reduce or eliminate losses, it can also reduce or eliminate gains.
Hedges are sometimes subject to imperfect matching between the derivative and the underlying security, and there can be no assurance that the Trust&#146;s hedging transactions will be effective. The Trust could also suffer losses related to its
derivative positions as a result of unanticipated market movements, which losses are potentially unlimited. The Advisor may not be able to predict correctly the direction of securities prices, interest rates and other economic factors, which could
cause the Trust&#146;s derivatives positions to lose value. In addition, some derivatives are more sensitive to interest rate changes and market price fluctuations than other securities. The possible lack of a liquid secondary market for derivatives
and the resulting inability of the Trust to sell or otherwise close a derivatives position could expose the Trust to losses and could make derivatives more difficult for the Trust to value accurately. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">When engaging in a hedging transaction, the Trust may determine not to seek to establish a perfect correlation between the hedging instruments
utilized and the portfolio holdings being hedged. Such an imperfect correlation may prevent the Trust from achieving the intended hedge or expose the Trust to a risk of loss. The Trust may also determine not to hedge against a particular risk
because it does not regard the probability of the risk occurring to be sufficiently high as to justify the cost of the hedge or because it does not foresee the occurrence of the risk. It may not be possible for the Trust to hedge against a change or
event at attractive prices or at a price sufficient to protect the assets of the Trust from the decline in value of the portfolio positions </P>
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anticipated as a result of such change. The Trust may also be restricted in its ability to effectively manage the portion of its assets that are segregated or earmarked to cover its obligations.
In addition, it may not be possible to hedge at all against certain risks. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">If the Trust invests in a derivative instrument it could lose
more than the principal amount invested. Moreover, derivatives raise certain tax, legal, regulatory and accounting issues that may not be presented by investments in securities, and there is some risk that certain issues could be resolved in a
manner that could adversely impact the performance of the Trust. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Trust is not required to use derivatives or other portfolio
strategies to seek to increase return or to seek to hedge its portfolio and may choose not to do so. Also, suitable derivative transactions may not be available in all circumstances and there can be no assurance that the Trust will engage in these
transactions to reduce exposure to other risks when that would be beneficial. Although the Advisor seeks to use derivatives to further the Trust&#146;s investment objectives, there is no assurance that the use of derivatives will achieve this
result. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>Options Risk</I></B>. There are several risks associated with transactions in options on securities and indexes. For
example, there are significant differences between the securities and options markets that could result in an imperfect correlation between these markets, causing a given transaction not to achieve its objectives. In addition, a liquid secondary
market for particular options, whether traded OTC or on a recognized securities exchange (e.g., NYSE), separate trading boards of a securities exchange or through a market system that provides contemporaneous transaction pricing information (an
&#147;Exchange&#148;) may be absent for reasons which include the following: there may be insufficient trading interest in certain options; restrictions may be imposed by an Exchange on opening transactions or closing transactions or both; trading
halts, suspensions or other restrictions may be imposed with respect to particular classes or series of options or underlying securities; unusual or unforeseen circumstances may interrupt normal operations on an Exchange; the facilities of an
Exchange or the OCC may not at all times be adequate to handle current trading volume; or one or more Exchanges could, for economic or other reasons, decide or be compelled at some future date to discontinue the trading of options (or a particular
class or series of options), in which event the secondary market on that Exchange (or in that class or series of options) would cease to exist, although outstanding options that had been issued by the OCC as a result of trades on that Exchange would
continue to be exercisable in accordance with their terms. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>Futures Transactions and Options Risk</I></B>. The primary risks
associated with the use of futures contracts and options are (a)&nbsp;the imperfect correlation between the change in market value of the instruments held by the Trust and the price of the futures contract or option; (b)&nbsp;possible lack of a
liquid secondary market for a futures contract and the resulting inability to close a futures contract when desired; (c)&nbsp;losses caused by unanticipated market movements, which are potentially unlimited; (d)&nbsp;the Advisor&#146;s inability to
predict correctly the direction of securities prices, interest rates, currency exchange rates and other economic factors; and (e)&nbsp;the possibility that the counterparty will default in the performance of its obligations. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Investment in futures contracts involves the risk of imperfect correlation between movements in the price of the futures contract and the
price of the security being hedged. The hedge will not be fully effective when there is imperfect correlation between the movements in the prices of two financial instruments. For example, if the price of the futures contract moves more or less than
the price of the hedged security, the Trust will experience either a loss or gain on the futures contract which is not completely offset by movements in the price of the hedged securities. To compensate for imperfect correlations, the Trust may
purchase or sell futures contracts in a greater dollar amount than the hedged securities if the volatility of the hedged securities is historically greater than the volatility of the futures contracts. Conversely, the Trust may purchase or sell
fewer futures contracts if the volatility of the price of the hedged securities is historically lower than that of the futures contracts. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The particular securities comprising the index underlying a securities index financial futures contract may vary from the securities held by
the Trust. As a result, the Trust&#146;s ability to hedge effectively all or a portion of the value of its securities through the use of such financial futures contracts will depend in part on the degree to
</P>
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which price movements in the index underlying the financial futures contract correlate with the price movements of the securities held by the Trust. The correlation may be affected by disparities
in the average maturity, ratings, geographical mix or structure of the Trust&#146;s investments as compared to those comprising the securities index and general economic or political factors. In addition, the correlation between movements in the
value of the securities index may be subject to change over time as additions to and deletions from the securities index alter its structure. The correlation between futures contracts on U.S. Government securities and the securities held by the
Trust may be adversely affected by similar factors and the risk of imperfect correlation between movements in the prices of such futures contracts and the prices of securities held by the Trust may be greater. The trading of futures contracts also
is subject to certain market risks, such as inadequate trading activity, which could at times make it difficult or impossible to liquidate existing positions. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Trust may liquidate futures contracts it enters into through offsetting transactions on the applicable contract market. There can be no
assurance, however, that a liquid secondary market will exist for any particular futures contract at any specific time. Thus, it may not be possible to close out a futures position. In the event of adverse price movements, the Trust would continue
to be required to make daily cash payments of variation margin. In such situations, if the Trust has insufficient cash, it may be required to sell portfolio securities to meet daily variation margin requirements at a time when it may be
disadvantageous to do so. The inability to close out futures positions also could have an adverse impact on the Trust&#146;s ability to hedge effectively its investments in securities. The liquidity of a secondary market in a futures contract may be
adversely affected by &#147;daily price fluctuation limits&#148; established by commodity exchanges which limit the amount of fluctuation in a futures contract price during a single trading day. Once the daily limit has been reached in the contract,
no trades may be entered into at a price beyond the limit, thus preventing the liquidation of open futures positions. Prices have in the past moved beyond the daily limit on a number of consecutive trading days. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The successful use of transactions in futures and related options also depends on the ability of the Advisor to forecast correctly the
direction and extent of interest rate movements within a given time frame. To the extent interest rates remain stable during the period in which a futures contract or option is held by the Trust or such rates move in a direction opposite to that
anticipated, the Trust may realize a loss on the Strategic Transaction which is not fully or partially offset by an increase in the value of portfolio securities. As a result, the Trust&#146;s total return for such period may be less than if it had
not engaged in the Strategic Transaction. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Because of low initial margin deposits made upon the opening of a futures position, futures
transactions involve substantial leverage. As a result, relatively small movements in the price of the futures contracts can result in substantial unrealized gains or losses. There is also the risk of loss by the Trust of margin deposits in the
event of bankruptcy of a broker with which the Trust has an open position in a financial futures contract. Because the Trust may engage in the purchase and sale of futures contracts for hedging purposes or to seek to enhance the Trust&#146;s return,
any losses incurred in connection therewith may, if the strategy is successful, be offset in whole or in part by increases in the value of securities held by the Trust or decreases in the price of securities the Trust intends to acquire. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The amount of risk the Trust assumes when it purchases an option on a futures contract is the premium paid for the option plus related
transaction costs. In addition to the correlation risks discussed above, the purchase of an option on a futures contract also entails the risk that changes in the value of the underlying futures contract will not be fully reflected in the value of
the option purchased. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>General Risk Factors in Hedging Foreign Currency</I></B>. Hedging transactions involving Currency Instruments
involve substantial risks, including correlation risk. While the Trust&#146;s use of Currency Instruments to effect hedging strategies is intended to reduce the volatility of the NAV of the Trust&#146;s common shares, the NAV of the Trust&#146;s
common shares will fluctuate. Moreover, although Currency Instruments may be used with the intention of hedging against adverse currency movements, transactions in Currency Instruments involve the risk that anticipated currency movements will not be
accurately predicted and that the Trust&#146;s hedging strategies will be ineffective. To the extent that the Trust hedges against anticipated currency movements that do not occur, the </P>
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Trust may realize losses and decrease its total return as the result of its hedging transactions. Furthermore, the Trust will only engage in hedging activities from time to time and may not be
engaging in hedging activities when movements in currency exchange rates occur. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">It may not be possible for the Trust to hedge against
currency exchange rate movements, even if correctly anticipated, in the event that (i)&nbsp;the currency exchange rate movement is so generally anticipated that the Trust is not able to enter into a hedging transaction at an effective price, or
(ii)&nbsp;the currency exchange rate movement relates to a market with respect to which Currency Instruments are not available and it is not possible to engage in effective foreign currency hedging. The cost to the Trust of engaging in foreign
currency transactions varies with such factors as the currencies involved, the length of the contract period and the market conditions then prevailing. Since transactions in foreign currency exchange usually are conducted on a principal basis, no
fees or commissions are involved. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>Foreign Currency Forwards Risk</I></B>. Forward foreign currency exchange contracts do not
eliminate fluctuations in the value of <FONT STYLE="white-space:nowrap">Non-U.S.</FONT> Securities (as defined in the prospectus) but rather allow the Trust to establish a fixed rate of exchange for a future point in time. This strategy can have the
effect of reducing returns and minimizing opportunities for gain. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In connection with its trading in forward foreign currency contracts,
the Trust will contract with a foreign or domestic bank, or foreign or domestic securities dealer, to make or take future delivery of a specified amount of a particular currency. There are no limitations on daily price moves in such forward
contracts, and banks and dealers are not required to continue to make markets in such contracts. There have been periods during which certain banks or dealers have refused to quote prices for such forward contracts or have quoted prices with an
unusually wide spread between the price at which the bank or dealer is prepared to buy and that at which it is prepared to sell. Governmental imposition of credit controls might limit any such forward contract trading. With respect to its trading of
forward contracts, if any, the Trust will be subject to the risk of bank or dealer failure and the inability of, or refusal by, a bank or dealer to perform with respect to such contracts. Any such default would deprive the Trust of any profit
potential or force the Trust to cover its commitments for resale, if any, at the then market price and could result in a loss to the Trust. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Trust may also engage in proxy hedging transactions to reduce the effect of currency fluctuations on the value of existing or anticipated
holdings of portfolio securities. Proxy hedging is often used when the currency to which the Trust is exposed is difficult to hedge or to hedge against the dollar. Proxy hedging entails entering into a forward contract to sell a currency whose
changes in value are generally considered to be linked to a currency or currencies in which some or all of the Trust&#146;s securities are, or are expected to be, denominated, and to buy U.S. dollars. Proxy hedging involves some of the same risks
and considerations as other transactions with similar instruments. Currency transactions can result in losses to the Trust if the currency being hedged fluctuates in value to a degree or in a direction that is not anticipated. In addition, there is
the risk that the perceived linkage between various currencies may not be present or may not be present during the particular time that the Trust is engaging in proxy hedging. The Trust may also cross-hedge currencies by entering into forward
contracts to sell one or more currencies that are expected to decline in value relative to other currencies to which the Trust has or in which the Trust expects to have portfolio exposure. For example, the Trust may hold both Canadian government
bonds and Japanese government bonds, and the Advisor may believe that Canadian dollars will deteriorate against Japanese yen. The Trust would sell Canadian dollars to reduce its exposure to that currency and buy Japanese yen. This strategy would be
a hedge against a decline in the value of Canadian dollars, although it would expose the Trust to declines in the value of the Japanese yen relative to the U.S. dollar. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Some of the forward <FONT STYLE="white-space:nowrap">non-U.S.</FONT> currency contracts entered into by the Trust may be classified as <FONT
STYLE="white-space:nowrap">non-deliverable</FONT> forwards (&#147;NDFs&#148;). NDFs are cash-settled, short-term forward contracts that may be thinly traded or are denominated in <FONT STYLE="white-space:nowrap">non-convertible</FONT> foreign
currency, where the profit or loss at the time at the settlement date is calculated by taking the difference between the agreed upon exchange rate and the spot rate at the time of settlement, for an agreed upon notional amount of funds. All NDFs
have a fixing date and a </P>
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settlement date. The fixing date is the date at which the difference between the prevailing market exchange rate and the agreed upon exchange rate is calculated. The settlement date is the date
by which the payment of the difference is due to the party receiving payment. NDFs are commonly quoted for time periods of one month up to two years, and are normally quoted and settled in U.S. dollars. They are often used to gain exposure to and/or
hedge exposure to foreign currencies that are not internationally traded. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>Currency Futures Risk</I></B>. The Trust may also seek to
hedge against the decline in the value of a currency or to enhance returns through use of currency futures or options thereon. Currency futures are similar to forward foreign exchange transactions except that futures are standardized,
exchange-traded contracts while forward foreign exchange transactions are traded in the OTC market. Currency futures involve substantial currency risk, and also involve leverage risk. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>Currency Options Risk</I></B>. The Trust may also seek to hedge against the decline in the value of a currency or to enhance returns
through the use of currency options. Currency options are similar to options on securities. For example, in consideration for an option premium the writer of a currency option is obligated to sell (in the case of a call option) or purchase (in the
case of a put option) a specified amount of a specified currency on or before the expiration date for a specified amount of another currency. The Trust may engage in transactions in options on currencies either on exchanges or OTC markets. Currency
options involve substantial currency risk, and may also involve credit, leverage or illiquidity risk. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>Currency Swaps Risk</I></B>.
The Trust may enter into currency swaps. Currency swaps involve the exchange of the rights of the Trust and another party to make or receive payments in specified currencies. The Trust may also hedge portfolio positions through currency swaps, which
are transactions in which one currency is simultaneously bought for a second currency on a spot basis and sold for the second currency on a forward basis. Currency swaps usually involve the delivery of the entire principal value of one designated
currency in exchange for the other designated currency. Because currency swaps usually involve the delivery of the entire principal value of one designated currency in exchange for the other designated currency, the entire principal value of a
currency swap is subject to the risk that the other party to the swap will default on its contractual delivery obligations. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I><FONT
STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">Over-the-Counter</FONT></FONT> Trading Risk</I></B>. The derivative instruments that may be purchased or sold by the Trust may include instruments not traded on an exchange. The risk of
nonperformance by the counterparty to an instrument may be greater than, and the ease with which the Trust can dispose of or enter into closing transactions with respect to an instrument may be less than, the risk associated with an exchange traded
instrument. In addition, significant disparities may exist between &#147;bid&#148; and &#147;asked&#148; prices for derivative instruments that are not traded on an exchange. The absence of liquidity may make it difficult or impossible for the Trust
to sell such instruments promptly at an acceptable price. Derivative instruments not traded on exchanges also are not subject to the same type of government regulation as exchange traded instruments, and many of the protections afforded to
participants in a regulated environment may not be available in connection with the transactions. Because derivatives traded in OTC markets generally are not guaranteed by an exchange or clearing corporation and generally do not require payment of
margin, to the extent that the Trust has unrealized gains in such instruments or has deposited collateral with its counterparties the Trust is at risk that its counterparties will become bankrupt or otherwise fail to honor its obligations. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>Dodd-Frank Act Risk</I></B>. Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the &#147;Dodd-Frank
Act&#148;) (the &#147;Derivatives Title&#148;) imposed a substantially new regulatory structure on derivatives markets, with particular emphasis on swaps (which were subject to oversight by the CFTC) and security-based swaps (which were subject to
oversight by the SEC). The regulatory framework covers a broad range of swap market participants, including banks, <FONT STYLE="white-space:nowrap">non-banks,</FONT> credit unions, insurance companies, broker-dealers and investment advisers.
Prudential regulators were granted authority to regulate margining of swaps and security-based swaps of banks and bank-related entities. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Although the CFTC and the prudential regulators have adopted and have begun implementing required
regulations, the SEC rules were not finalized until December 2019 and firms have until October 2021 to come into compliance. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Current
regulations for swaps require the mandatory central clearing and mandatory exchange trading of particular types of interest rate swaps and index credit default swaps (together, &#147;Covered Swaps&#148;). The Trust is required to clear its Covered
Swaps through a clearing broker, which requires, among other things, posting initial margin and variation margin to the Trust&#146;s clearing broker in order to enter into and maintain positions in Covered Swaps. Covered Swaps generally are required
to be executed through a swap execution facility (&#147;SEF&#148;), which can involve additional transaction fees. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Additionally, under
the Dodd-Frank Act, swaps (and both swaps and security-based swaps entered into with banks) are subject to margin requirements and swap dealers are required to collect margin from the Trust and post variation margin to the Trust with respect to such
derivatives. Specifically, regulations are now in effect that require swap dealers to post and collect variation margin (comprised of specified liquid instruments and subject to a required haircut) in connection with trading of OTC swaps with the
Trust. Shares of investment companies (other than certain money market funds) may not be posted as collateral under these regulations. Requirements for posting of initial margin in connection with OTC swaps (as well as security-based swaps in
addition to OTC swaps where the dealer is a bank or subsidiary of a bank holding company) will be <FONT STYLE="white-space:nowrap">phased-in</FONT> through September 2021. The CFTC has not yet adopted capital requirements for swap dealers. As
uncleared capital requirements for swap dealers and uncleared capital and margin requirements for security-based swaps are phased in and implemented, such requirements may make certain types of trades and/or trading strategies more costly. There may
be market dislocations due to uncertainty during the implementation period of any new regulation and the Advisor cannot know how the derivatives market will adjust to the CFTC&#146;s new capital regulations and to the new SEC regulations governing
security-based swaps. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In addition, regulations adopted by global prudential regulators that are now in effect require certain
bank-regulated counterparties and certain of their affiliates to include in &#147;qualified financial contracts,&#148; including many derivatives contracts as well as repurchase agreements and securities lending agreements, terms that delay or
restrict the rights of counterparties to terminate such contracts, foreclose upon collateral, exercise other default rights or restrict transfers of affiliate credit enhancements (such as guarantees) in the event that the bank-regulated counterparty
and/or its affiliates are subject to certain types of resolution or insolvency proceedings. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>Legal and Regulatory Risk</I></B>. At
any time after the date hereof, legislation or additional regulations may be enacted that could negatively affect the assets of the Trust. Changing approaches to regulation may have a negative impact on the securities in which the Trust invests.
Legislation or regulation may also change the way in which the Trust itself is regulated. There can be no assurance that future legislation, regulation or deregulation will not have a material adverse effect on the Trust or will not impair the
ability of the Trust to achieve its investment objectives. In addition, as new rules and regulations resulting from the passage of the Dodd-Frank Act are implemented and new international capital and liquidity requirements are introduced under the
Basel III Accords, the market may not react the way the Advisor expects. Whether the Trust achieves its investment objectives may depend on, among other things, whether the Advisor correctly forecasts market reactions to this and other legislation.
In the event the Advisor incorrectly forecasts market reaction, the Trust may not achieve its investment objectives. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>REITs Risk </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">To the extent that the Trust invests in real estate related investments, including REITs, 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 </P>
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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 Trust invests in REITs, it will also be subject to the risk that a REIT may default on its
obligations or go bankrupt. REITs are generally not taxed on income timely distributed to shareholders, provided they comply with the applicable requirements of the Code. By investing in REITs indirectly through the Trust, a shareholder will bear
not only his or her proportionate share of the expenses of the Trust, but also, indirectly, similar expenses of the REITs. Mortgage REITs are pooled investment vehicles that invest the majority of their assets in real property mortgages and which
generally derive income primarily from interest payments thereon. Investing in mortgage REITs involves certain risks related to investing in real property mortgages. In addition, mortgage REITs must satisfy highly technical and complex requirements
in order to qualify for the favorable tax treatment accorded to REITs under the Code. No assurances can be given that a mortgage REIT in which the Trust invests will be able to continue to qualify as a REIT or that complying with the REIT
requirements under the Code will not adversely affect such REIT&#146;s ability to execute its business plan. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Many REITs focus on
particular types of properties or properties which are especially suited for certain uses, and those REITs are affected by the risks which impact the users of their properties. For REITs that own healthcare facilities, for example, the physical
characteristics of these properties and their operations are highly regulated, and those regulations often require capital expenditures or restrict the profits realizable from these properties. Some of these properties are also highly dependent upon
Medicare and Medicaid payments, which are subject to changes in governmental budgets and policies. These properties may experience losses if their tenants receive lower Medicare or Medicaid rates. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Risk of Investing in the U.S. </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Issuers
located in the U.S. constitute a majority of the Trust&#146;s holdings. A decrease in imports or exports, changes in trade regulations and/or an economic recession in the U.S. may have a material adverse effect on the U.S. economy and the securities
listed on U.S. exchanges. Proposed and adopted policy and legislative changes in the U.S. are changing many aspects of financial and other regulation and may have a significant effect on the U.S. markets generally, as well as on the value of certain
securities. In addition, a continued rise in the U.S. public debt level or the imposition of U.S. austerity measures may adversely affect U.S. economic growth and the securities to which the Trust has exposure. The U.S. has developed increasingly
strained relations with a number of foreign countries. If relations with certain countries continue to worsen, it could adversely affect U.S. issuers as well as <FONT STYLE="white-space:nowrap">non-U.S.</FONT> issuers that rely on the U.S. for
trade. The U.S. has also experienced increased internal unrest and discord. If this trend were to continue, it may have an adverse impact on the U.S. economy and the issuers in which the Trust invests. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Risk of Investing in Europe </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Adverse
economic and political events in Europe may cause the Trust&#146;s investments in European issuers to decline in value. The economies and markets of European countries are often closely connected and interdependent, and events in one country in
Europe can have an adverse impact on other European countries. The Trust may make investments in securities of issuers that are domiciled in, have significant operations in, or that are listed on at least one securities exchange within member states
of the European Union (&#147;EU&#148;). The EU requires compliance by member states with restrictions on inflation rates, deficits, interest rates and debt levels, as well as fiscal and monetary controls, each of which may significantly affect every
country in Europe, including those countries that are not members of the EU. Changes in imports or exports, changes in governmental or EU regulations on trade, changes in the exchange rate of the euro (the common currency of certain EU countries),
the default or threat of default by an EU member state on its sovereign debt, or an economic recession in an EU member state may have a significant adverse effect on the economies of other EU member states and their trading partners. The European
financial markets have experienced volatility and adverse trends in years past due to concerns about economic downturns or rising government debt levels in several </P>
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European countries, including, but not limited to, Austria, Belgium, Cyprus, France, Greece, Ireland, Italy, Portugal, Spain and Ukraine. These events have adversely affected the exchange rate of
the euro and may continue to significantly affect other European countries. Responses to the financial problems by European governments, central banks and others, including austerity measures and reforms, may not produce the desired results, may
result in social unrest and may limit future growth and economic recovery or have other unintended consequences. Further defaults or restructurings by governments and other entities of their debt could have additional adverse effects on economies,
financial markets and asset valuations around the world. In addition, one or more countries may abandon the euro and/or withdraw from the EU. The impact of these actions, especially if they occur in a disorderly fashion, is not clear but could be
significant and <FONT STYLE="white-space:nowrap">far-reaching.</FONT> Certain European countries have also developed increasingly strained relationships with the U.S., and if these relations were to worsen, they could adversely affect European
issuers that rely on the U.S. for trade. Secessionist movements, such as the Catalan movement in Spain and the independence movement in Scotland, as well as governmental or other responses to such movements, may also create instability and
uncertainty in the region. In addition, the national politics of countries in the EU have been unpredictable and subject to influence by varying political groups and ideologies. The governments of EU countries may be subject to change and such
countries may experience social and political unrest. Unanticipated or sudden political or social developments may result in sudden and significant investment losses. The occurrence of terrorist incidents throughout Europe also could impact
financial markets. The impact of these events is not clear but could be significant and <FONT STYLE="white-space:nowrap">far-reaching</FONT> and could adversely affect the value of the Trust. The Trust&#146;s investments could be negatively impacted
by any economic or political instability in any European country. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Risk of Investing in Israel </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Investments in Israeli issuers may subject the Trust to legal, security, regulatory, political, and economic risk specific to Israel. Among
other things, Israel&#146;s economy depends on imports of certain key items, such as crude oil, natural gas, grains, raw materials, and military equipment. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Investment in securities of Israeli issuers involves risks that may negatively affect the value of an investment in the Trust. Among other<B>
</B>things, Israel&#146;s economy depends on imports of certain key items, such as crude oil, natural gas, coal, grains, raw materials, and military equipment. The economy is also dependent upon external trade with other economies, notably the U.S.,
China, Japan, Canada and EU countries. Any reduction in trade flows may have an adverse impact on the Trust&#146;s investments in Israeli issuers. The government of Israel may change the way in which Israeli companies are taxed, or may impose taxes
on foreign investment. Such actions could have a negative impact on the overall market for Israeli securities and on the Trust&#146;s investments in those securities. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Israel&#146;s relations with the Palestinian Authority and certain neighboring countries such as Lebanon, Syria, Iraq and Iran, among others,
have at times been strained due to territorial disputes, historical animosities or security concerns, which may cause uncertainty in the Israeli markets and adversely affect the overall economy. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Terrorist groups, such as Hezbollah, the &#147;Islamic State&#148; and Hamas, operate in close proximity to Israel&#146;s borders and
frequently threaten Israel with attack. The establishment of fundamentalist Islamic regimes or governments that are hostile to Israel could have serious consequences for the peace and stability of the region, place additional political, economic and
military confines upon Israel, materially adversely affect the operations of Israeli issuers and limit such issuers&#146; ability to sell products abroad. Actual hostilities or the threat of future hostilities may cause significant volatility in the
share price of companies based in or having significant operations in Israel. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Risk of Investing in China </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Investments in securities of companies domiciled in the People&#146;s Republic of China (&#147;China&#148; or the &#147;PRC&#148;) involve a
high degree of risk and special considerations not typically associated with investing in the U.S. </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-46 </P>


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securities markets. Such heightened risks include, among others, an authoritarian government, popular unrest associated with demands for improved political, economic and social conditions, the
impact of regional conflict on the economy and hostile relations with neighboring countries. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Military conflicts, either in response to
internal social unrest or conflicts with other countries, could disrupt economic development. The Chinese economy is vulnerable to the long-running disagreements with Hong Kong related to integration. China has a complex territorial dispute
regarding the sovereignty of Taiwan; Taiwan-based companies and individuals are significant investors in China. Potential military conflict between China and Taiwan may adversely affect securities of Chinese issuers. In addition, China has strained
international relations with Japan, India, Russia and other neighbors due to territorial disputes, historical animosities and other defense concerns. China could be affected by military events on the Korean peninsula or internal instability within
North Korea. These situations may cause uncertainty in the Chinese market and may adversely affect the performance of the Chinese economy. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Chinese government has implemented significant economic reforms in order to liberalize trade policy, promote foreign investment in the
economy, reduce government control of the economy and develop market mechanisms. But there can be no assurance that these reforms will continue or that they will be effective. Despite reforms and privatizations of companies in certain sectors, the
Chinese government still exercises substantial influence over many aspects of the private sector and may own or control many companies. The Chinese government continues to maintain a major role in economic policy making and investing in China
involves risks of losses due to expropriation, nationalization, confiscation of assets and property, and the imposition of restrictions on foreign investments and on repatriation of capital invested. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Chinese government may intervene in the Chinese financial markets, such as by the imposition of trading restrictions, a ban on
&#147;naked&#148; short selling or the suspension of short selling for certain stocks. This may affect market price and liquidity of these stocks, and may have an unpredictable impact on the investment activities of the Trust. Furthermore, such
market interventions may have a negative impact on market sentiment which may in turn affect the performance of the securities markets and as a result the performance of the Trust. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In addition, there is less regulation and monitoring of the securities markets and the activities of investors, brokers and other participants
in China than in the United States. Accordingly, issuers of securities in China are not subject to the same degree of regulation as those in the United States with respect to such matters as insider trading rules, tender offer regulation,
stockholder proxy requirements and the requirements mandating timely and accurate disclosure of information. Stock markets in China are in the process of change and further development. This may lead to trading volatility, and difficulties in the
settlement and recording of transactions and interpretation and application of the relevant regulations. Custodians may not be able to offer the level of service and safe-keeping in relation to the settlement and administration of securities in
China that is customary in more developed markets. In particular, there is a risk that the Trust may not be recognized as the owner of securities that are held on behalf of the Trust by a <FONT STYLE="white-space:nowrap">sub-custodian.</FONT> </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Renminbi (&#147;RMB&#148;) is currently not a freely convertible currency and is subject to foreign exchange control policies and
repatriation restrictions imposed by the Chinese government. The imposition of currency controls may negatively impact performance and liquidity of the Trust as capital may become trapped in the PRC. The Trust could be adversely affected by delays
in, or a refusal to grant, any required governmental approval for repatriation of capital, as well as by the application to the Trust of any restrictions on investments. Investing in entities either in, or which have a substantial portion of their
operations in, the PRC may require the Trust to adopt special procedures, seek local government approvals or take other actions, each of which may involve additional costs and delays to the Trust. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">While the Chinese economy has grown rapidly in recent years, there is no assurance that this growth rate will be maintained. China may
experience substantial rates of inflation or economic recessions, causing a negative effect on the economy and securities market. China&#146;s economy is heavily dependent on export growth. </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-47 </P>


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Reduction in spending on Chinese products and services, institution of tariffs or other trade barriers or a downturn in any of the economies of China&#146;s key trading partners may have an
adverse impact on the securities of Chinese issuers. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The tax laws and regulations in the PRC are subject to change, including the
issuance of authoritative guidance or enforcement, possibly with retroactive effect. The interpretation, applicability and enforcement of such laws by the PRC tax authorities are not as consistent and transparent as those of more developed nations,
and may vary over time and from region to region. The application and enforcement of the PRC tax rules could have a significant adverse effect on the Trust and its investors, particularly in relation to capital gains withholding tax imposed upon <FONT
STYLE="white-space:nowrap">non-residents.</FONT> In addition, the accounting, auditing and financial reporting standards and practices applicable to Chinese companies may be less rigorous, and may result in significant differences between financial
statements prepared in accordance with PRC accounting standards and practices and those prepared in accordance with international accounting standards. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">From time to time and as recently as January 2020, China has experienced outbreaks of infectious illnesses, and the country may be subject to
other public health threats, infectious illnesses, diseases or similar issues in the future. Any spread of an infectious illness, public health threat or similar issue could reduce consumer demand or economic output, result in market closures,
travel restrictions or quarantines, and generally have a significant impact on the Chinese economy, which in turn could adversely affect the Trust&#146;s investments and could result in increased premiums or discounts to the Trust&#146;s NAV. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>Risk of Investing through Stock Connect.</I></B> China <FONT STYLE="white-space:nowrap">A-shares</FONT> are equity securities of
companies domiciled in China that trade on Chinese stock exchanges such as the Shanghai Stock Exchange (&#147;SSE&#148;) and the Shenzhen Stock Exchange (&#147;SZSE&#148;) <FONT STYLE="white-space:nowrap">(&#147;A-shares&#148;).</FONT> Foreign
investment in <FONT STYLE="white-space:nowrap">A-shares</FONT> on the SSE and SZSE has historically not been permitted, other than through a license granted under regulations in the PRC known as the Qualified Foreign Institutional Investor and
Renminbi Qualified Foreign Institutional Investor systems. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Investment in eligible <FONT STYLE="white-space:nowrap">A-shares</FONT> listed
and traded on the SSE or SZSE is also permitted through the Shanghai-Hong Kong Stock Connect program or the <FONT STYLE="white-space:nowrap">Shenzhen-Hong</FONT> Kong Stock Connect program, as applicable (each, a &#147;Stock Connect&#148; and
collectively, &#147;Stock Connects&#148;). Each Stock Connect is a securities trading and clearing links program established by The Stock Exchange of Hong Kong Limited (&#147;SEHK&#148;), the Hong Kong Securities Clearing Company Limited
(&#147;HKSCC&#148;), the SSE or SZSE, as applicable, and China Securities Depository and Clearing Corporation Limited (&#147;CSDCC&#148;) that aims to provide mutual stock market access between the PRC and Hong Kong by permitting investors to trade
and settle shares on each market through their local securities brokers. Under Stock Connects, the Trust&#146;s trading of eligible <FONT STYLE="white-space:nowrap">A-shares</FONT> listed on the SSE or SZSE, as applicable, would be effectuated
through its Hong Kong broker and a securities trading service company established by SEHK. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Although no individual investment quotas or
licensing requirements apply to investors in Stock Connects, trading through a Stock Connect&#146;s Northbound Trading Link is subject to daily investment quota limitations which require that buy orders for
<FONT STYLE="white-space:nowrap">A-shares</FONT> be rejected once the daily quota is exceeded (although the Trust will be permitted to sell <FONT STYLE="white-space:nowrap">A-shares</FONT> regardless of the quota). These limitations may restrict the
Trust from investing in <FONT STYLE="white-space:nowrap">A-shares</FONT> on a timely basis, which could affect the Trust&#146;s ability to effectively pursue its investment strategy. Investment quotas are also subject to change. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Investment in eligible <FONT STYLE="white-space:nowrap">A-shares</FONT> through a Stock Connect is subject to trading, clearance and
settlement procedures that could pose risks to the Trust. <FONT STYLE="white-space:nowrap">A-shares</FONT> purchased through Stock Connects generally may not be sold or otherwise transferred other than through Stock Connects in accordance with
applicable rules. For example, the PRC regulations require that in order for an investor to sell any <FONT STYLE="white-space:nowrap">A-share</FONT> on a certain trading day, there must be sufficient <FONT STYLE="white-space:nowrap">A-shares</FONT>
in the investor&#146;s account before the market opens on that day. If there are insufficient <FONT STYLE="white-space:nowrap">A-shares</FONT> in the investor&#146;s account, the sell order will be rejected by the SSE or SZSE, as applicable.
</P>
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SEHK carries out <FONT STYLE="white-space:nowrap">pre-trade</FONT> checking on sell orders of certain stocks listed on the SSE market (&#147;SSE Securities&#148;) or SZSE market (&#147;SZSE
Securities&#148;) of its participants (i.e., stock brokers) to ensure that this requirement is satisfied. While shares must be designated as eligible to be traded under a Stock Connect, those shares may also lose such designation, and if this
occurs, such shares may be sold but cannot be purchased through a Stock Connect. In addition, Stock Connects will only operate on days when both the Chinese and Hong Kong markets are open for trading, and banking services are available in both
markets on the corresponding settlement days. Therefore, an investment in <FONT STYLE="white-space:nowrap">A-shares</FONT> through a Stock Connect may subject the Trust to a risk of price fluctuations on days when the Chinese market is open, but a
Stock Connect is not trading. Moreover, day (turnaround) trading is not permitted on the <FONT STYLE="white-space:nowrap">A-shares</FONT> market. If an investor buys <FONT STYLE="white-space:nowrap">A-shares</FONT> on day &#147;T,&#148; the investor
will only be able to sell the <FONT STYLE="white-space:nowrap">A-shares</FONT> on or after day T+1. Further, since all trades of eligible <FONT STYLE="white-space:nowrap">A-shares</FONT> must be settled in RMB, investors must have timely access to a
reliable supply of offshore RMB, which cannot be guaranteed. There is also no assurance that RMB will not be subject to devaluation. Any devaluation of RMB could adversely affect the Trust&#146;s investments. If the Trust holds a class of shares
denominated in a local currency other than RMB, the Trust will be exposed to currency exchange risk if the Trust converts the local currency into RMB for investments in <FONT STYLE="white-space:nowrap">A-shares.</FONT> The Trust may also incur
conversion costs. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><FONT STYLE="white-space:nowrap">A-shares</FONT> held through the nominee structure under a Stock Connect will be held
through HKSCC as nominee on behalf of investors. The precise nature and rights of the Trust as the beneficial owner of the SSE Securities or SZSE Securities through HKSCC as nominee is not well defined under the PRC laws. There is a lack of a clear
definition of, and distinction between, legal ownership and beneficial ownership under the PRC laws and there have been few cases involving a nominee account structure in the PRC courts. The exact nature and methods of enforcement of the rights and
interests of the Trust under the PRC laws is also uncertain. In the unlikely event that HKSCC becomes subject to winding up proceedings in Hong Kong, there is a risk that the SSE Securities or SZSE Securities may not be regarded as held for the
beneficial ownership of the Trust or as part of the general assets of HKSCC available for general distribution to its creditors. Notwithstanding the fact that HKSCC does not claim proprietary interests in the SSE Securities or SZSE Securities held
in its omnibus stock account in the CSDCC, the CSDCC as the share registrar for <FONT STYLE="white-space:nowrap">SSE-</FONT> or SZSE-listed companies will still treat HKSCC as one of the shareholders when it handles corporate actions in respect of
such SSE Securities or SZSE Securities. HKSCC monitors the corporate actions affecting SSE Securities and SZSE Securities and keeps participants of Central Clearing and Settlement System (&#147;CCASS&#148;) informed of all such corporate actions
that require CCASS participants to take steps in order to participate in them. Investors may only exercise their voting rights by providing their voting instructions to HKSCC through participants of CCASS. All voting instructions from CCASS
participants will be consolidated by HKSCC, who will then submit a combined single voting instruction to the relevant <FONT STYLE="white-space:nowrap">SSE-</FONT> or SZSE-listed company. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Trust&#146;s investments through a Stock Connect&#146;s Northbound Trading Link are not covered by Hong Kong&#146;s Investor Compensation
Trust. Hong Kong&#146;s Investor Compensation Trust is established to pay compensation to investors of any nationality who suffer pecuniary losses as a result of default of a licensed intermediary or authorized financial institution in relation to
exchange-traded products in Hong Kong. In addition, since the Trust carries out Northbound Trading through securities brokers in Hong Kong but not PRC brokers, it is not protected by the China Securities Investor Protection Trust in the PRC. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Market participants are able to participate in Stock Connects subject to meeting certain information technology capability, risk management
and other requirements as may be specified by the relevant exchange and/or clearing house. Further, the &#147;connectivity&#148; in Stock Connects requires routing of orders across the border of Hong Kong and the PRC. This requires the development
of new information technology systems on the part of SEHK and exchange participants. There is no assurance that the systems of SEHK and market participants will function properly or will continue to be adapted to changes and developments in both
markets. In the event that the relevant systems fail to function properly, trading in <FONT STYLE="white-space:nowrap">A-shares</FONT> through Stock Connects could be disrupted. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Shanghai-Hong Kong Stock Connect program launched in November 2014 and the <FONT STYLE="white-space:nowrap">Shenzhen-Hong</FONT> Kong
Stock Connect program launched in December 2016 are both in their initial stages. The current regulations </P>
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are relatively untested and there is no certainty as to how they will be applied or interpreted going forward. In addition, the current regulations are subject to change and there can be no
assurance that a Stock Connect will not be discontinued. New regulations may be issued from time to time by the regulators and stock exchanges in China and Hong Kong in connection with operations, legal enforcement and cross-border trades under
Stock Connects. The Trust may be adversely affected as a result of such changes. Furthermore, the securities regimes and legal systems of China and Hong Kong differ significantly and issues may arise from the differences on an <FONT
STYLE="white-space:nowrap">on-going</FONT> basis. In the event that the relevant systems fail to function properly, trading in both markets through Stock Connects could be disrupted and the Trust&#146;s ability to achieve its investment objectives
may be adversely affected. In addition, the Trust&#146;s investments in <FONT STYLE="white-space:nowrap">A-shares</FONT> through Stock Connects are generally subject to Chinese securities regulations and listing rules, among other restrictions.
Further, different fees, costs and taxes are imposed on foreign investors acquiring <FONT STYLE="white-space:nowrap">A-shares</FONT> through Stock Connects, and these fees, costs and taxes may be higher than comparable fees, costs and taxes imposed
on owners of other securities providing similar investment exposure. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I><FONT STYLE="white-space:nowrap">A-Share</FONT> Market
Suspension Risk.</I></B> <FONT STYLE="white-space:nowrap">A-shares</FONT> may only be bought from, or sold to, the Trust at times when the relevant <FONT STYLE="white-space:nowrap">A-shares</FONT> may be sold or purchased on the relevant Chinese
stock exchange. The <FONT STYLE="white-space:nowrap">A-shares</FONT> market has a higher propensity for trading suspensions than many other global equity markets. Trading suspensions in certain stocks could lead to greater market execution risk and
costs for the Trust. The SSE and SZSE currently apply a daily price limit, generally set at 10%, of the amount of fluctuation permitted in the prices of <FONT STYLE="white-space:nowrap">A-shares</FONT> during a single trading day. The daily price
limit refers to price movements only and does not restrict trading within the relevant limit. There can be no assurance that a liquid market on an exchange will exist for any particular <FONT STYLE="white-space:nowrap">A-share</FONT> or for any
particular time. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Risk of Investing in Japan </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">There are special risks associated with investments in Japan. If the Trust invests in Japan, the value of the Trust&#146;s shares may vary
widely in response to political and economic factors affecting companies in Japan. Political, social or economic disruptions in Japan or in other countries in the region may adversely affect the values of Japanese securities and thus the
Trust&#146;s holdings. Additionally, since securities in Japan are denominated and quoted in yen, the value of the Trust&#146;s Japanese securities as measured in U.S. dollars may be affected by fluctuations in the value of the Japanese yen relative
to the U.S. dollar. Japanese securities are also subject to the more general risks associated with foreign securities. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Risk of Investing in Latin
America </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The economies of Latin American countries have in the past experienced considerable difficulties, including high inflation
rates and high interest rates. The emergence of the Latin American economies and securities markets will require continued economic and fiscal discipline that has been lacking at times in the past, as well as stable political and social conditions.
International economic conditions, particularly those in the United States, as well as world prices for oil and other commodities may also influence the development of the Latin American economies. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Some Latin American currencies have experienced steady devaluations relative to the U.S. dollar and certain Latin American countries have had
to make major adjustments in their currencies from time to time. In addition, governments of many Latin American countries have exercised and continue to exercise substantial influence over many aspects of the private sector. Governmental actions in
the future could have a significant effect on economic conditions in Latin American countries, which could affect the companies in which the Trust invests and, therefore, the value of the Trust&#146;s shares. As noted, in the past, many Latin
American countries have experienced substantial, and in some periods extremely high, rates of inflation for many years. For companies that keep accounting records in the local currency, inflation accounting rules in some Latin American countries
require, for both tax and accounting purposes, that certain assets and liabilities be restated on the company&#146;s </P>
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balance sheet in order to express items in terms of currency of constant purchasing power. Inflation accounting may indirectly generate losses or profits for certain Latin American companies.
Inflation and rapid fluctuations in inflation rates have had, and could, in the future, have very negative effects on the economies and securities markets of certain Latin American countries. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Substantial limitations may exist in certain countries with respect to the Trust&#146;s ability to repatriate investment income, capital or
the proceeds of sales of securities. The Trust could be adversely affected by delays in, or a refusal to grant, any required governmental approval for repatriation of capital, as well as by the application to the Trust of any restrictions on
investments. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Certain Latin American countries have entered into regional trade agreements that are designed to, among other things,
reduce barriers between countries, increase competition among companies and reduce government subsidies in certain industries. No assurances can be given that these changes will be successful in the long-term, or that these changes will result in
the economic stability intended. There is a possibility that these trade arrangements will not be fully implemented, or will be partially or completely unwound. It is also possible that a significant participant could choose to abandon a trade
agreement, which could diminish its credibility and influence. Any of these occurrences could have adverse effects on the markets of both participating and <FONT STYLE="white-space:nowrap">non-participating</FONT> countries, including sharp
appreciation or depreciation of participants&#146; national currencies and a significant increase in exchange rate volatility, a resurgence in economic protectionism, an undermining of confidence in the Latin American markets, an undermining of
Latin American economic stability, the collapse or slowdown of the drive towards Latin American economic unity, and/or reversion of the attempts to lower government debt and inflation rates that were introduced in anticipation of such trade
agreements. Such developments could have an adverse impact on the Trust&#146;s investments in Latin America generally or in specific countries participating in such trade agreements. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Other Latin American market risks include foreign exchange controls, difficulties in pricing securities, defaults on sovereign debt,
difficulties in enforcing favorable legal judgments in local courts and political and social instability. Legal remedies available to investors in certain Latin American countries may be less extensive than those available to investors in the United
States or other foreign countries. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Risk of Investing in Asia-Pacific Countries </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In addition to the risks of investing in foreign securities and the risks of investing in emerging markets, the developing market Asia-Pacific
countries are subject to certain additional or specific risks. In many of these markets, there is a high concentration of market capitalization and trading volume in a small number of issuers representing a limited number of industries, as well as a
high concentration of investors and financial intermediaries. Many of these markets also may be affected by developments with respect to more established markets in the region such as in Japan and Hong Kong. Brokers in developing market Asia-Pacific
countries typically are fewer in number and less well capitalized than brokers in the United States. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Many of the developing market
Asia-Pacific countries may be subject to a greater degree of economic, political and social instability than is the case in the United States and Western European countries. Such instability may result from, among other things:
(i)&nbsp;authoritarian governments or military involvement in political and economic decision-making, including changes in government through extra-constitutional means; (ii)&nbsp;popular unrest associated with demands for improved political,
economic and social conditions; (iii)&nbsp;internal insurgencies; (iv)&nbsp;hostile relations with neighboring countries; and (v)&nbsp;ethnic, religious and racial disaffection. In addition, the governments of many of such countries, such as
Indonesia, have a substantial role in regulating and supervising the economy. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Another risk common to most such countries is that the
economy is heavily export oriented and, accordingly, is dependent upon international trade. The existence of overburdened infrastructure and obsolete financial systems also presents risks in certain countries, as do environmental problems. Certain
economies also </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-51 </P>


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depend to a significant degree upon exports of primary commodities and, therefore, are vulnerable to changes in commodity prices that, in turn, may be affected by a variety of factors. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The rights of investors in developing market Asia-Pacific companies may be more limited than those of shareholders of U.S. corporations. It
may be difficult or impossible to obtain and/or enforce a judgment in a developing market Asia-Pacific country. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Some developing
Asia-Pacific countries prohibit or impose substantial restrictions on investments in their capital markets, particularly their equity markets, by foreign entities. 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. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Risk of Investing in Russia </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Because of the recent formation of the Russian securities markets, the underdeveloped state of Russia&#146;s banking and telecommunication
system and the legal and regulatory framework in Russia, settlement, clearing and registration of securities transactions are subject to additional risks. Prior to 2013, there was no central registration system for equity share registration in
Russia and registration was carried out either by the issuers themselves or by registrars located throughout Russia. These registrars may not have been subject to effective state supervision or licensed with any governmental entity. In 2013, Russia
established the National Settlement Depository (&#147;NSD&#148;) as a recognized central securities depository, and title to Russian equities is now based on the records of the NSD and not on the records of the local registrars. The implementation
of the NSD is generally expected to decrease the risk of loss in connection with recording and transferring title to securities; however, loss may still occur. Additionally, issuers and registrars remain prominent in the validation and approval of
documentation requirements for corporate action processing in Russia, and there remain inconsistent market standards in the Russian market with respect to the completion and submission of corporate action elections. To the extent that the Trust
suffers a loss relating to title or corporate actions relating to its portfolio securities, it may be difficult for the Trust to enforce its rights or otherwise remedy the loss. In addition, Russia also may attempt to assert its influence in the
region through economic or even military measures, as it did with Georgia in the summer of 2008 and the Ukraine in 2014. Such measures may have an adverse effect on the Russian economy, which may, in turn, negatively impact the Trust. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The United States and the Monetary Union of the European Union, along with the regulatory bodies of a number of countries including Japan,
Australia, Norway, Switzerland and Canada (collectively, the &#147;Sanctioning Bodies&#148;), have imposed economic sanctions on certain Russian individuals and Russian corporate entities. The Sanctioning Bodies could also institute broader
sanctions on Russia. These sanctions, or even the threat of further sanctions, may result in the decline of the value and liquidity of Russian securities, a weakening of the ruble or other adverse consequences to the Russian economy. These sanctions
could also result in the immediate freeze of Russian securities and/or funds invested in prohibited assets, impairing the ability of the Trust to buy, sell, receive or deliver those securities and/or assets. Sanctions could also result in Russia
taking counter measures or retaliatory actions which may further impair the value and liquidity of Russian securities. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Fixed-Income Securities Risks
</B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Fixed-income securities in which the Trust may invest are generally subject to the following risks: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>Interest Rate Risk</I></B>. The market value of bonds and other fixed-income securities changes in response to interest rate changes and
other factors. Interest rate risk is the risk that prices of bonds and other fixed-income securities will increase as interest rates fall and decrease as interest rates rise. The Trust may be subject to a greater risk of rising interest rates due to
the current period of historically low interest rates, including the Federal Reserve&#146;s recent lowering of the target for the federal funds rate a range of <FONT STYLE="white-space:nowrap">0%-0.25%</FONT> as part of its efforts to ease the
economic effects of the coronavirus pandemic. There is a risk that interest rates will rise once the pandemic </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-52 </P>


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abates, which will likely drive down prices of bonds and other fixed-income securities. The magnitude of these fluctuations in the market price of bonds and other fixed-income securities is
generally greater for those securities with longer maturities. Fluctuations in the market price of the Trust&#146;s investments will not affect interest income derived from instruments already owned by the Trust, but will be reflected in the
Trust&#146;s NAV. The Trust may lose money if short-term or long-term interest rates rise sharply in a manner not anticipated by the Advisor. To the extent the Trust invests in debt securities that may be prepaid at the option of the obligor (such
as mortgage-related securities), the sensitivity of such securities to changes in interest rates may increase (to the detriment of the Trust) when interest rates rise. Moreover, because rates on certain floating rate debt securities typically reset
only periodically, changes in prevailing interest rates (and particularly sudden and significant changes) can be expected to cause some fluctuations in the NAV of the Trust to the extent that it invests in floating rate debt securities. These basic
principles of bond prices also apply to U.S. Government securities. A security backed by the &#147;full faith and credit&#148; of the U.S. Government is guaranteed only as to its stated interest rate and face value at maturity, not its current
market price. Just like other fixed-income securities, government-guaranteed securities will fluctuate in value when interest rates change. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">During periods in which the Trust may use leverage, such use of leverage will tend to increase the Trust&#146;s interest rate risk. The Trust
may utilize certain strategies, including taking positions in futures or interest rate swaps, for the purpose of reducing the interest rate sensitivity of fixed-income securities held by the Trust and decreasing the Trust&#146;s exposure to interest
rate risk. The Trust is not required to hedge its exposure to interest rate risk and may choose not to do so. In addition, there is no assurance that any attempts by the Trust to reduce interest rate risk will be successful or that any hedges that
the Trust may establish will perfectly correlate with movements in interest rates. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Trust may invest in variable and floating rate
debt instruments, which generally are less sensitive to interest rate changes than longer duration fixed rate instruments, but may decline in value in response to rising interest rates if, for example, the rates at which they pay interest do not
rise as much, or as quickly, as market interest rates in general. Conversely, variable and floating rate instruments generally will not increase in value if interest rates decline. The Trust also may invest in inverse floating rate debt securities,
which may decrease in value if interest rates increase, and which also may exhibit greater price volatility than fixed rate debt obligations with similar credit quality. To the extent the Trust holds variable or floating rate instruments, 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, which may adversely affect the NAV of the Trust&#146;s common shares. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>Issuer Risk</I></B>. The value of fixed-income securities may decline for a number of reasons which directly relate to the issuer, such
as management performance, financial leverage, reduced demand for the issuer&#146;s goods and services, historical and prospective earnings of the issuer and the value of the assets of the issuer. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>Credit Risk</I></B>. Credit risk is the risk that one or more fixed-income securities in the Trust&#146;s portfolio will decline in
price or fail to pay interest or principal when due because the issuer of the security experiences a decline in its financial status. Credit risk is increased when a portfolio security is downgraded or the perceived creditworthiness of the issuer
deteriorates. To the extent the Trust invests in below investment grade securities, it will be exposed to a greater amount of credit risk than a fund that only invests in investment grade securities. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">See &#147;&#151;Below Investment Grade Securities Risk.&#148; In addition, to the extent the Trust uses credit derivatives, such use will
expose it to additional risk in the event that the bonds underlying the derivatives default. The degree of credit risk depends on the issuer&#146;s financial condition and on the terms of the securities. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>Prepayment Risk</I></B>. During periods of declining interest rates, borrowers may exercise their option to prepay principal earlier
than scheduled. For fixed rate securities, such payments often occur during periods of declining interest rates, forcing the Trust to reinvest in lower yielding securities, resulting in a possible decline in the Trust&#146;s income and distributions
to shareholders. This is known as prepayment or &#147;call&#148; risk. Below investment grade securities frequently have call features that allow the issuer to redeem the security at dates prior to its
</P>
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stated maturity at a specified price (typically greater than par) only if certain prescribed conditions are met (i.e., &#147;call protection&#148;). For premium bonds (bonds acquired at prices
that exceed their par or principal value) purchased by the Trust, prepayment risk may be enhanced. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>Reinvestment Risk</I></B>.
Reinvestment risk is the risk that income from the Trust&#146;s portfolio will decline if the Trust invests the proceeds from matured, traded or called fixed-income securities at market interest rates that are below the Trust portfolio&#146;s
current earnings rate. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>Duration and Maturity Risk</I></B>. The Trust has no set policy regarding portfolio maturity or duration of
the fixed-income securities it may hold. The Advisor may seek to adjust the portfolio&#146;s duration or maturity based on its assessment of current and projected market conditions and all other factors that the Advisor deems relevant. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Any decisions as to the targeted duration or maturity of any particular category of investments or of the Trust&#146;s portfolio generally
will be made based on all pertinent market factors at any given time. The Trust may incur costs in seeking to adjust the portfolio&#146;s average duration or maturity. There can be no assurance that the Advisor&#146;s assessment of current and
projected market conditions will be correct or that any strategy to adjust the portfolio&#146;s duration or maturity will be successful at any given time. In general, the longer the duration of any fixed-income securities in the Trust&#146;s
portfolio, the more exposure the Trust will have to the interest rate risks described above. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>Spread Risk</I></B>. Wider credit
spreads and decreasing market values typically represent a deterioration of a debt security&#146;s credit soundness and a perceived greater likelihood of risk or default by the issuer. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Corporate Bonds Risk </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The market value of
a corporate bond generally may be expected to rise and fall inversely with interest rates. The market value of intermediate and longer term corporate bonds is generally more sensitive to changes in interest rates than is the market value of shorter
term corporate bonds. The market value of a corporate bond also may be affected by factors directly related to the issuer, such as investors&#146; perceptions of the creditworthiness of the issuer, the issuer&#146;s financial performance,
perceptions of the issuer in the market place, performance of management of the issuer, the issuer&#146;s capital structure and use of financial leverage and demand for the issuer&#146;s goods and services. Certain risks associated with investments
in corporate bonds are described elsewhere in this SAI in further detail, including under &#147;&#151;Fixed-Income Securities Risks&#151;Credit Risk,&#148; &#147;&#151;Fixed-Income Securities Risks&#151;Interest Rate Risk,&#148;
&#147;&#151;Fixed-Income Securities Risks&#151;Prepayment Risk,&#148; &#147;&#151;Inflation Risk&#148; and &#147;&#151;Deflation Risk.&#148; There is a risk that the issuers of corporate bonds may not be able to meet their obligations on interest or
principal payments at the time called for by an instrument. Corporate bonds of below investment grade quality are often high risk and have speculative characteristics and may be particularly susceptible to adverse issuer-specific developments.
Corporate bonds of below investment grade quality are subject to the risks described herein under &#147;&#151;Below Investment Grade Securities Risk.&#148; </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Corporate Loans Risk </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Commercial banks
and other financial institutions or institutional investors make corporate loans to companies that need capital to grow or restructure. Borrowers generally pay interest on corporate loans at rates that change in response to changes in market
interest rates such as LIBOR or the prime rates of U.S. banks. As a result, the value of corporate loan investments is generally less exposed to the adverse effects of shifts in market interest rates than investments that pay a fixed rate of
interest. However, because the trading market for certain corporate loans may be less developed than the secondary market for bonds and notes, the Trust may experience difficulties in selling its corporate loans. Transactions in corporate loans may
settle on a delayed basis. Leading financial institutions often act as agent for a broader group of lenders, generally referred to as a syndicate. The syndicate&#146;s agent arranges the corporate loans, holds collateral and accepts payments of
principal and interest. If </P>
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the agent develops financial problems, the Trust may not recover its investment or recovery may be delayed. By investing in a corporate loan, the Trust may become a member of the syndicate. It is
expected that LIBOR will cease to be published by the end of 2021. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The market for corporate loans may be subject to irregular trading
activity and wide bid/ask spreads. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The corporate loans in which the Trust will invest are subject to the risk of loss of principal and
income. Although borrowers frequently provide collateral to secure repayment of these obligations they do not always do so. If they do provide collateral, the value of the collateral may not completely cover the borrower&#146;s obligations at the
time of a default. If a borrower files for protection from its creditors under the U.S. bankruptcy laws, these laws may limit the Trust&#146;s rights to its collateral. In addition, the value of collateral may erode during a bankruptcy case. In the
event of a bankruptcy, the holder of a corporate loan may not recover its principal, may experience a long delay in recovering its investment and may not receive interest during the delay. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Below Investment Grade Securities Risk </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Trust may invest in securities that are rated, at the time of investment, below investment grade quality (rated Ba/BB or below, or judged
to be of comparable quality by the Advisor), which are commonly referred to as &#147;high yield&#148; or &#147;junk&#148; bonds and are regarded as predominantly speculative with respect to the issuer&#146;s capacity to pay interest and repay
principal when due. The value of high yield, lower quality bonds is affected by the creditworthiness of the issuers of the securities and by general economic and specific industry conditions. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Issuers of high yield bonds are not perceived to be as strong financially as those with higher credit ratings. These issuers are more
vulnerable to financial setbacks and recession than more creditworthy issuers, which may impair their ability to make interest and principal payments. Lower grade securities may be particularly susceptible to economic downturns. It is likely that an
economic recession could severely disrupt the market for such securities and may have an adverse impact on the value of such securities. In addition, it is likely that any such economic downturn could adversely affect the ability of the issuers of
such securities to repay principal and pay interest thereon and increase the incidence of default for such securities. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Lower grade
securities, though high yielding, are characterized by high risk. They may be subject to certain risks with respect to the issuing entity and to greater market fluctuations than certain lower yielding, higher rated securities. The secondary market
for lower grade securities may be less liquid than that for higher rated securities. Adverse conditions could make it difficult at times for the Trust to sell certain securities or could result in lower prices than those used in calculating the
Trust&#146;s NAV. Because of the substantial risks associated with investments in lower grade securities, you could lose money on your investment in common shares of the Trust, both in the short-term and the long-term. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The prices of fixed-income securities generally are inversely related to interest rate changes; however, below investment grade securities
historically have been somewhat less sensitive to interest rate changes than higher quality securities of comparable maturity because credit quality is also a significant factor in the valuation of lower grade securities. On the other hand, an
increased rate environment results in increased borrowing costs generally, which may impair the credit quality of <FONT STYLE="white-space:nowrap">low-grade</FONT> issuers and thus have a more significant effect on the value of some lower grade
securities. In addition, the current low rate environment has expanded the historic universe of buyers of lower grade securities as traditional investment grade oriented investors have been forced to accept more risk in order to maintain income. As
rates rise, these recent entrants to the <FONT STYLE="white-space:nowrap">low-grade</FONT> securities market may exit the market and reduce demand for lower grade securities, potentially resulting in greater price volatility. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The ratings of Moody&#146;s, S&amp;P, Fitch and other rating agencies represent their opinions as to the quality of the obligations which they
undertake to rate. Ratings are relative and subjective and, although ratings may be useful in evaluating the safety of interest and principal payments, they do not evaluate the market value risk of </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
such obligations. Although these ratings may be an initial criterion for selection of portfolio investments, the Advisor also will independently evaluate these securities and the ability of the
issuers of such securities to pay interest and principal. To the extent that the Trust invests in lower grade securities that have not been rated by a rating agency, the Trust&#146;s ability to achieve its investment objectives will be more
dependent on the Advisor&#146;s credit analysis than would be the case when the Trust invests in rated securities. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Trust may invest
in securities rated in the lower rating categories (rated as low as D, or unrated but judged to be of comparable quality by the Advisor). For these securities, the risks associated with below investment grade instruments are more pronounced. The
Trust may, subject to its investment policies, purchase stressed or distressed securities, including securities that are in default or the issuers of which are in bankruptcy, which involve heightened risks. See &#147;&#151;Distressed and Defaulted
Securities Risk.&#148; </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Distressed and Defaulted Securities Risk </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Investments in the securities of financially distressed issuers are speculative and involve substantial risks. These securities may present a
substantial risk of default or may be in default at the time of investment. The Trust may incur additional expenses to the extent it is required to seek recovery upon a default in the payment of principal or interest on its portfolio holdings. In
any reorganization or liquidation proceeding relating to a portfolio company, the Trust may lose its entire investment or may be required to accept cash or securities with a value less than its original investment. Among the risks inherent in
investments in a troubled entity is that it frequently may be difficult to obtain information as to the true financial condition of such issuer. The Advisor&#146;s judgment about the credit quality of the issuer and the relative value and liquidity
of its securities may prove to be wrong. Distressed securities and any securities received in an exchange for such securities may be subject to restrictions on resale. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Yield and Ratings Risk </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The yields on
debt obligations are dependent on a variety of factors, including general market conditions, conditions in the particular market for the obligation, the financial condition of the issuer, the size of the offering, the maturity of the obligation and
the ratings of the issue. The ratings of Moody&#146;s, S&amp;P and Fitch, which are described in Appendix A to the SAI, represent their respective opinions as to the quality of the obligations they undertake to rate. Ratings, however, are general
and are not absolute standards of quality. Consequently, obligations with the same rating, maturity and interest rate may have different market prices. Subsequent to its purchase by the Trust, a rated security may cease to be rated. The Advisor will
consider such an event in determining whether the Trust should continue to hold the security. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Unrated Securities Risk </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Because the Trust may purchase securities that are not rated by any rating organization, the Advisor may, after assessing their credit quality,
internally assign ratings to certain of those securities in categories similar to those of rating organizations. Some unrated securities may not have an active trading market or may be difficult to value, which means the Trust might have difficulty
selling them promptly at an acceptable price. To the extent that the Trust invests in unrated securities, the Trust&#146;s ability to achieve its investment objectives will be more dependent on the Advisor&#146;s credit analysis than would be the
case when the Trust invests in rated securities. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>U.S. Government Securities Risk </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">U.S. Government debt securities generally involve lower levels of credit risk than other types of fixed-income securities of similar
maturities, although, as a result, the yields available from U.S. Government debt securities are generally lower than the yields available from such other securities. Like other fixed-income securities, the values of U.S. Government securities
change as interest rates fluctuate. </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-56 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Insolvency of Issuers of Indebtedness Risk </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Various laws enacted for the protection of creditors may apply to indebtedness in which the Trust may invest. The information in this and the
following paragraph is applicable with respect to U.S. issuers subject to U.S. federal bankruptcy law. Insolvency considerations may differ with respect to other issuers. If, in a lawsuit brought by an unpaid creditor or representative of creditors
of an issuer of indebtedness, a court were to find that the issuer did not receive fair consideration or reasonably equivalent value for incurring the indebtedness and that, after giving effect to such indebtedness, the issuer (i)&nbsp;was
insolvent, (ii)&nbsp;was engaged in a business for which the remaining assets of such issuer constituted unreasonably small capital or (iii)&nbsp;intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they
mature, such court could determine to invalidate, in whole or in part, such indebtedness as a fraudulent conveyance, to subordinate such indebtedness to existing or future creditors of such issuer, or to recover amounts previously paid by such
issuer in satisfaction of such indebtedness. The measure of insolvency for purposes of the foregoing will vary. Generally, an issuer would be considered insolvent at a particular time if the sum of its debts was then greater than all of its property
at a fair valuation, or if the present fair saleable value of its assets was then less than the amount that would be required to pay its probable liabilities on its existing debts as they became absolute and matured. There can be no assurance as to
what standard a court would apply in order to determine whether the issuer was &#147;insolvent&#148; after giving effect to the incurrence of the indebtedness in which the Trust invested or that, regardless of the method of valuation, a court would
not determine that the issuer was &#147;insolvent&#148; upon giving effect to such incurrence. In addition, in the event of the insolvency of an issuer of indebtedness in which the Trust may invest, payments made on such indebtedness could be
subject to avoidance as a &#147;preference&#148; if made within a certain period of time (which may be as long as one year) before insolvency. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Trust does not anticipate that it will engage in conduct that would form the basis for a successful cause of action based upon fraudulent
conveyance, preference or subordination. There can be no assurance, however, as to whether any lending institution or other party from which the Trust may acquire such indebtedness engaged in any such conduct (or any other conduct that would subject
such indebtedness and the Trust to insolvency laws) and, if it did, as to whether such creditor claims could be asserted in a U.S. court (or in the courts of any other country) against the Trust. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Indebtedness consisting of obligations of <FONT STYLE="white-space:nowrap">non-U.S.</FONT> issuers may be subject to various laws enacted in
the countries of their issuance for the protection of creditors. These insolvency considerations will differ depending on the country in which each issuer is located or domiciled and may differ depending on whether the issuer is a <FONT
STYLE="white-space:nowrap">non-sovereign</FONT> or a sovereign entity. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>LIBOR Risk </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Trust may be exposed to financial instruments that are tied to LIBOR to determine payment obligations, financing terms, hedging strategies
or investment value. The Trust&#146;s investments may pay interest at floating rates based on LIBOR or may be subject to interest caps or floors based on LIBOR. The Trust may also obtain financing at floating rates based on LIBOR. Derivative
instruments utilized by the Trust may also reference LIBOR. </P>  <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The United Kingdom&#146;s Financial Conduct Authority announced a phase
out of LIBOR such that after December 31, 2021, all sterling, euro, Swiss franc and Japanese yen LIBOR settings and the 1-week and 2-month U.S. dollar LIBOR settings will cease to be published or will no longer be representative, and after June 30,
2023, the overnight, 1-month, 3-month, 6-month and 12-month U.S. dollar LIBOR settings will cease to be published or will no longer be representative. The Trust may have investments linked to other interbank offered rates, such as the Euro Overnight
Index Average (&#147;EONIA&#148;), which may also cease to be published. Various financial industry groups have begun planning for the transition away from LIBOR, but there are challenges to converting certain securities and transactions to a new
reference rate (e.g., the Secured Overnight Financing Rate (&#147;SOFR&#148;), which is intended to replace the U.S. dollar LIBOR). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Neither the effect of the LIBOR transition process nor its ultimate success can yet be known. The transition process might lead to increased
volatility and illiquidity in markets for, and reduce the effectiveness of new </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-57 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
hedges placed against, instruments whose terms currently include LIBOR. While some existing LIBOR-based instruments may contemplate a scenario where LIBOR is no longer available by providing for
an alternative rate-setting methodology, there may be significant uncertainty regarding the effectiveness of any such alternative methodologies to replicate LIBOR. Not all existing LIBOR-based instruments may have alternative rate-setting provisions
and there remains uncertainty regarding the willingness and ability of issuers to add alternative rate-setting provisions in certain existing instruments. In addition, a liquid market for newly issued instruments that use a reference rate other than
LIBOR still may be developing. There may also be challenges for the Trust to enter into hedging transactions against such newly issued instruments until a market for such hedging transactions develops. All of the aforementioned may adversely affect
the Trust&#146;s performance or NAV. </P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="saitoc93447_5"></A>MANAGEMENT OF THE TRUST </B></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:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Although
the Advisor intends to devote such time and effort to the business of the Trust as is reasonably necessary to perform its duties to the Trust, the services of the Advisor are not exclusive and the Advisor provides similar services to other
investment companies and other clients and may engage in other activities. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The investment management agreement between the Advisor and
the Trust (the &#147;Investment Management Agreement&#148;) also provides that in the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations thereunder, the Advisor is not liable to the Trust or any of
the Trust&#146;s shareholders for any act or omission by the Advisor in the supervision or management of its respective investment activities or for any loss sustained by the Trust or the Trust&#146;s shareholders and provides for indemnification by
the Trust of the Advisor, its directors, officers, employees, agents and control persons for liabilities incurred by them in connection with their services to the Trust, subject to certain limitations and conditions. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Investment Management Agreement provides for the Trust to pay a monthly management fee at an annual rate equal to 1.25% of the average
daily value of the Trust&#146;s Managed Assets. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Trust and the Advisor have entered into a fee waiver agreement (the &#147;Fee Waiver
Agreement&#148;), pursuant to which the Advisor has contractually agreed to waive the management fee with respect to any portion of the Trust&#146;s assets attributable to investments in any equity and fixed-income mutual funds and exchange-traded
funds (&#147;ETFs&#148;) managed by the Advisor or its affiliates that have a contractual fee, through June&nbsp;30, 2023. In addition, pursuant to the Fee Waiver Agreement, the Advisor has contractually agreed to waive its management fees by the
amount of investment advisory fees the Trust pays to the Advisor indirectly through its investment in money market funds managed by the Advisor or its affiliates, through June&nbsp;30, 2023. The Fee Waiver Agreement may be continued from year to
year thereafter, provided that such continuance is specifically approved by the Advisor and the Trust (including by a majority of the Trustees who are not &#147;interested persons&#148; (as defined in the Investment Company Act) (the
&#147;Independent Trustees&#148;)). Neither the Advisor nor the Trust is obligated to extend the Fee Waiver Agreement. The Fee Waiver Agreement may be terminated at any time, without the payment of any penalty, only by the Trust (upon the vote of a
majority of the Independent Trustees or a majority of the outstanding voting securities of the Trust), upon 90 days&#146; written notice by the Trust to the Advisor. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Investment Management Agreement was approved by the sole common shareholder of the Trust as of February&nbsp;5, 2021. The Investment
Management Agreement will continue in effect for a period of two years from its effective date, and if not sooner terminated, will continue in effect for successive periods of 12 months thereafter, provided that each continuance is specifically
approved at least annually by both (1)&nbsp;the vote of a majority of the Board or the vote of a majority of the outstanding voting securities of the Trust (as such term is defined in the Investment Company Act) and (2)&nbsp;by the vote of a
majority of the Trustees who are not parties to the Investment Management Agreement or &#147;interested persons&#148; (as such term is defined in the Investment </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-58 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
Company Act) of any such party, cast in person at a meeting called for the purpose of voting on such approval. The Investment Management Agreement may be terminated as a whole at any time by the
Trust, without the payment of any penalty, upon the vote of a majority of the Board or a majority of the outstanding voting securities of the Trust or by the Advisor, on 60 days&#146; written notice by either party to the other which can be waived
by the <FONT STYLE="white-space:nowrap">non-terminating</FONT> party. The Investment Management Agreement will terminate automatically in the event of its &#147;assignment&#148; (as such term is defined in the Investment Company Act and the rules
thereunder). </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><A NAME="saitoc93447_900"></A>Biographical Information Pertaining to the Trustees </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Board consists of eight individuals (each a &#147;Trustee&#148;), four of whom are not &#147;interested persons&#148; of the Trust as
defined in the Investment Company Act (the &#147;Independent Trustees&#148;). The registered investment companies advised by the Advisor or its affiliates (the &#147;BlackRock-advised Funds&#148;) are organized into one complex of <FONT
STYLE="white-space:nowrap">closed-end</FONT> funds and <FONT STYLE="white-space:nowrap">open-end</FONT> <FONT STYLE="white-space:nowrap">non-index</FONT> fixed-income funds (the &#147;BlackRock Fixed-Income Complex&#148;), one complex of <FONT
STYLE="white-space:nowrap">open-end</FONT> equity, multi-asset, index and money market funds (the &#147;BlackRock Multi-Asset Complex&#148;) and one complex of exchange-traded funds (each, a &#147;BlackRock Fund Complex&#148;). The Trust is included
in the BlackRock Fund Complex referred to as the BlackRock Fixed-Income Complex. The Trustees also oversee as board members the operations of the other <FONT STYLE="white-space:nowrap">open-end</FONT> and
<FONT STYLE="white-space:nowrap">closed-end</FONT> registered investment companies included in the BlackRock Fixed-Income Complex. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Following the completion of the Trust&#146;s initial public offering, the Board expects to appoint as Trustees two additional individuals who
currently serve as board members of the other registered investment companies included in the BlackRock Fixed-Income Complex (together, the &#147;Proposed Independent Trustees&#148;). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Certain biographical and other information relating to the Trustees, as well as the two individuals whom the Board expects to appoint as
Trustees following the completion of the Trust&#146;s initial public offering, is set forth below, including their address and year of birth, principal occupations for at least the last five years, length of time served, total number of registered
investment companies and investment portfolios overseen in the BlackRock-advised Funds and any currently held public company and other investment company directorships. </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-59 </P>


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<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="20%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="14%"></TD>

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

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

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="11%"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:8pt">
<TD VALIGN="bottom" NOWRAP> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-bottom:1.00pt solid #000000; display:table-cell; font-size:8pt; font-family:Times New Roman; "><B>Name&nbsp;and<BR>Year&nbsp;of&nbsp;Birth<SUP
STYLE="font-size:85%; vertical-align:top">1,2</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:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Position(s)<BR>Held<BR>(Length of<BR>Service)<SUP
STYLE="font-size:85%; vertical-align:top">3</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:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Principal Occupation(s)<BR>During Past Five Years</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:8pt; font-family:Times New Roman" ALIGN="center"><B>Number
of<BR>BlackRock-<BR>Advised<BR>Registered<BR>Investment<BR>Companies<BR>(&#147;RICs&#148;)<BR>Consisting&nbsp;of<BR>Investment<BR>Portfolios<BR>(&#147;Portfolios&#148;)<BR>Overseen</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:8pt; font-family:Times New Roman" ALIGN="center"><B>Public<BR>Company<BR>and&nbsp;Other<BR>Investment<BR>Company<BR>Directorships<BR>Held&nbsp;During<BR>Past&nbsp;Five<BR>Years</B></P></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="9"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><I>Independent Trustees</I></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></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"><B>Richard&nbsp;E.&nbsp;Cavanagh</B></P>
<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:10pt; font-family:Times New Roman">1946</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"><FONT STYLE="white-space:nowrap">Co-Chair&nbsp;of&nbsp;the</FONT> Board and Trustee</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">(Since&nbsp;2021)</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">Director, The Guardian Life Insurance Company of America since 1998; Board Chair, Volunteers of America (a <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">not-for-profit</FONT></FONT> organization) from 2015 to
2018 (board member since 2009); Director, Arch Chemicals (chemical and allied products) from 1999 to 2011; Trustee, Educational Testing Service from 1997 to 2009 and Chairman thereof from 2005 to 2009; Senior Advisor, The Fremont Group since 2008
and Director thereof since 1996; Faculty Member/Adjunct Lecturer, Harvard University since 2007 and Executive Dean from 1987 to 1995; President and Chief Executive Officer, The Conference Board, Inc. (global business research organization) from 1995
to 2007.</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">84 RICs consisting of 108 Portfolios</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></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"><B>Karen P. Robards</B></P> <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:10pt; font-family:Times New Roman">1950</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"><FONT STYLE="white-space:nowrap">Co-Chair&nbsp;of&nbsp;the</FONT> Board and Trustee</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">(Since 2021)</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">Principal of Robards&nbsp;&amp; Company, LLC (consulting and private investing) since 1987; <FONT STYLE="white-space:nowrap">Co-founder</FONT> and Director of the Cooke Center for Learning and Development (a <FONT
STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">not-for-profit</FONT></FONT> organization) since 1987; Director of Enable Injections, LLC (medical devices) since 2019; Investment Banker at Morgan Stanley from 1976 to 1987.</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">84 RICs consisting of 108 Portfolios</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Greenhill&nbsp;&amp; Co., Inc.; AtriCure, Inc. (medical devices) from 2000 until 2017</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-60 </P>


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<TR>

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

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

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="46%"></TD>

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

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

<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:8pt">
<TD VALIGN="bottom" NOWRAP> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-bottom:1.00pt solid #000000; display:table-cell; font-size:8pt; font-family:Times New Roman; "><B>Name&nbsp;and<BR>Year&nbsp;of&nbsp;Birth<SUP
STYLE="font-size:85%; vertical-align:top">1,2</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:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Position(s)<BR>Held<BR>(Length of<BR>Service)<SUP
STYLE="font-size:85%; vertical-align:top">3</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:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Principal Occupation(s)<BR>During Past Five Years</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:8pt; font-family:Times New Roman" ALIGN="center"><B>Number
of<BR>BlackRock-<BR>Advised<BR>Registered<BR>Investment<BR>Companies<BR>(&#147;RICs&#148;)<BR>Consisting&nbsp;of<BR>Investment<BR>Portfolios<BR>(&#147;Portfolios&#148;)<BR>Overseen</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:8pt; font-family:Times New Roman" ALIGN="center"><B>Public<BR>Company<BR>and&nbsp;Other<BR>Investment<BR>Company<BR>Directorships<BR>Held&nbsp;During<BR>Past&nbsp;Five<BR>Years</B></P></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"><B>Cynthia&nbsp;L.&nbsp;Egan</B></P>
<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:10pt; font-family:Times New Roman">1955</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">Trustee</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">(Since&nbsp;2021)</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Advisor, U.S. Department of the Treasury from 2014 to 2015; President, Retirement Plan Services, for T. Rowe Price Group, Inc. from 2007 to 2012; executive positions within Fidelity Investments from 1989 to 2007.</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">84 RICs consisting of 108 Portfolios</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Unum (insurance); The Hanover Insurance Group (Board Chair) (insurance); Huntsman Corporation (chemical products); Envestnet (investment platform) from 2013 until 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>
<TD HEIGHT="8" 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:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><B>Frank&nbsp;J.&nbsp;Fabozzi<SUP STYLE="font-size:85%; vertical-align:top">4</SUP></B></P>
<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:10pt; font-family:Times New Roman">1948</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">Trustee</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">(Since&nbsp;2021)</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Editor of The Journal of Portfolio Management since 1986; Professor of Finance, EDHEC Business School (France) since 2011; Visiting Professor, Princeton University for the 2013 to 2014 academic year and Spring 2017 semester;
Professor in the Practice of Finance, Yale University School of Management from 1994 to 2011 and currently a Teaching Fellow in Yale&#146;s Executive Programs; Board Member, BlackRock Equity-Liquidity Funds from 2014 to 2016; affiliated professor
Karlsruhe Institute of Technology from 2008 to 2011; Visiting Professor, Rutgers University for the Spring 2019 semester; Visiting Professor, New York University for the 2019 academic year; Adjunct Professor of Finance, Carnegie Mellon University in
fall 2020 semester.</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">86 RICs consisting of 110 Portfolios</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">None</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-61 </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="18%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="12%"></TD>

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

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

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

<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:8pt">
<TD VALIGN="bottom" NOWRAP> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-bottom:1.00pt solid #000000; display:table-cell; font-size:8pt; font-family:Times New Roman; "><B>Name&nbsp;and<BR>Year&nbsp;of&nbsp;Birth<SUP
STYLE="font-size:85%; vertical-align:top">1,2</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:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Position(s)<BR>Held<BR>(Length of<BR>Service)<SUP
STYLE="font-size:85%; vertical-align:top">3</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:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Principal Occupation(s)<BR>During Past Five Years</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:8pt; font-family:Times New Roman" ALIGN="center"><B>Number
of<BR>BlackRock-<BR>Advised<BR>Registered<BR>Investment<BR>Companies<BR>(&#147;RICs&#148;)<BR>Consisting&nbsp;of<BR>Investment<BR>Portfolios<BR>(&#147;Portfolios&#148;)<BR>Overseen</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:8pt; font-family:Times New Roman" ALIGN="center"><B>Public<BR>Company<BR>and&nbsp;Other<BR>Investment<BR>Company<BR>Directorships<BR>Held&nbsp;During<BR>Past&nbsp;Five<BR>Years</B></P></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"><B>R.&nbsp;Glenn&nbsp;Hubbard</B></P>
<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:10pt; font-family:Times New Roman">1958</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">Trustee</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">(Since&nbsp;2021)</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Dean, Columbia Business School from 2004 to 2019; Faculty member, Columbia Business School since 1988.</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">84 RICs consisting of 108 Portfolios</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">ADP (data and information services) from 2004 to 2020; Metropolitan Life Insurance Company (insurance); KKR Financial Corporation (finance) from 2004 until 2014</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 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>W. Carl Kester<SUP STYLE="font-size:85%; vertical-align:top">4</SUP></B></P>
<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:10pt; font-family:Times New Roman">1951</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">Trustee</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">(Since&nbsp;2021)</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">George Fisher Baker Jr. Professor of Business Administration, Harvard Business School since 2008; Deputy Dean for Academic Affairs from 2006 to 2010; Chairman of the Finance Unit, from 2005 to 2006; Senior Associate Dean and
Chairman of the MBA Program from 1999 to 2005; Member of the faculty of Harvard Business School since 1981.</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">86 RICs consisting of 110 Portfolios</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">None</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="9"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><I>Interested
Trustees<SUP STYLE="font-size:85%; vertical-align:top">5</SUP></I></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></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"><B>Robert Fairbairn</B></P> <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:10pt; font-family:Times New Roman">1965</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">Trustee</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">(Since&nbsp;2021)</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Vice Chairman of BlackRock, Inc. since 2019; Member of BlackRock&#146;s Global Executive and Global Operating Committees; <FONT STYLE="white-space:nowrap">Co-Chair</FONT> of BlackRock&#146;s Human Capital Committee; Senior Managing
Director of BlackRock, Inc. from 2010 to 2019; oversaw BlackRock&#146;s Strategic Partner Program and Strategic Product Management Group from 2012 to 2019; Member of the Board of Managers of BlackRock Investments, LLC from 2011 to 2018; Global Head
of BlackRock&#146;s Retail and iShares<SUP STYLE="font-size:85%; vertical-align:top">&reg;</SUP> businesses from 2012 to 2016.</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">117 RICs consisting of 265 Portfolios</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">None</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-62 </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="18%"></TD>

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

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="45%"></TD>

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

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

<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:8pt">
<TD VALIGN="bottom" NOWRAP> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-bottom:1.00pt solid #000000; display:table-cell; font-size:8pt; font-family:Times New Roman; "><B>Name&nbsp;and<BR>Year&nbsp;of&nbsp;Birth<SUP
STYLE="font-size:85%; vertical-align:top">1,2</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:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Position(s)<BR>Held<BR>(Length of<BR>Service)<SUP
STYLE="font-size:85%; vertical-align:top">3</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:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Principal Occupation(s)<BR>During Past Five Years</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:8pt; font-family:Times New Roman" ALIGN="center"><B>Number
of<BR>BlackRock-<BR>Advised<BR>Registered<BR>Investment<BR>Companies<BR>(&#147;RICs&#148;)<BR>Consisting&nbsp;of<BR>Investment<BR>Portfolios<BR>(&#147;Portfolios&#148;)<BR>Overseen</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:8pt; font-family:Times New Roman" ALIGN="center"><B>Public<BR>Company<BR>and&nbsp;Other<BR>Investment<BR>Company<BR>Directorships<BR>Held&nbsp;During<BR>Past&nbsp;Five<BR>Years</B></P></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"><B>John&nbsp;M.&nbsp;Perlowski<SUP STYLE="font-size:85%; vertical-align:top">4</SUP></B></P>
<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:10pt; font-family:Times New Roman">1964</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Trustee, President and Chief Executive Officer (Since&nbsp;2020)</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Managing Director of BlackRock, Inc. since 2009; Head of BlackRock Global Accounting and Product Services since 2009; Advisory Director of Family Resource Network (charitable foundation) since 2009.</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">119 RICs consisting of 267 Portfolios</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">None</TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The following Proposed Independent Trustees are expected to be appointed to the Board following the completion
of the Trust&#146;s initial public offering. </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="20%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="8%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="47%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="10%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="11%"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:8pt">
<TD VALIGN="bottom" NOWRAP> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-bottom:1.00pt solid #000000; display:table-cell; font-size:8pt; font-family:Times New Roman; "><B>Name&nbsp;and <BR>Year&nbsp;of&nbsp;Birth<SUP
STYLE="font-size:85%; vertical-align:top">1,2</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:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Position(s)<BR>to be<BR>Held&nbsp;with<BR>the&nbsp;Trust<SUP
STYLE="font-size:85%; vertical-align:top">3</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:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Principal&nbsp;Occupation(s)<BR>During&nbsp;Past&nbsp;Five&nbsp;Years</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:8pt; font-family:Times New Roman" ALIGN="center"><B>Number of <BR>BlackRock-<BR>Advised <BR>RICs
<BR>Consisting&nbsp;of<BR>Portfolios<BR>Overseen</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:8pt; font-family:Times New Roman" ALIGN="center"><B>Public <BR>Company<BR>and&nbsp;Other <BR>Investment <BR>Company
<BR>Directorships<BR>Held&nbsp;During <BR>Past&nbsp;Five<BR>Years</B></P></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="5"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><I>Proposed Independent Trustees</I></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"></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>
<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"> <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>Michael&nbsp;J.&nbsp;Castellano</B></P>
<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:10pt; font-family:Times New Roman">1946</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Trustee</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Chief Financial Officer of Lazard Group LLC from 2001 to 2011; Chief Financial Officer of Lazard Ltd from 2004 to 2011; Director, Support Our Aging Religious <FONT STYLE="white-space:nowrap">(non-profit)</FONT> from 2009 to June
2015 and from 2017 to September 2020; Director, National Advisory Board of Church Management at Villanova University since 2010; Trustee, Domestic Church Media Foundation since 2012; Director, CircleBlack Inc. (financial technology company) from
2015 to July 2020.</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">84 RICs consisting of 108 Portfolios</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></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"><B>Catherine&nbsp;A.&nbsp;Lynch<SUP STYLE="font-size:85%; vertical-align:top">4</SUP></B></P>
<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:10pt; font-family:Times New Roman">1961</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Trustee</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Chief Executive Officer, Chief Investment Officer and various other positions, National Railroad Retirement Investment Trust from 2003 to 2016; Associate Vice President for Treasury Management, The George Washington University from
1999 to 2003; Assistant Treasurer, Episcopal Church of America from 1995 to 1999.</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">86 RICs consisting of 110 Portfolios</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">None</TD></TR>
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<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:10pt; font-family:Times New Roman; " ALIGN="left">The address of each Trustee and Proposed Independent Trustee is c/o BlackRock, Inc., 55 East 52nd Street, New
York, New York 10055. </P></TD></TR></TABLE>
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<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:10pt; font-family:Times New Roman; " ALIGN="left">Each Independent Trustee holds, and each Proposed Independent Trustee, if appointed, will hold, office until
his or her successor is duly elected and qualifies or until his or her earlier death, resignation, retirement or removal as provided by the Trust&#146;s <FONT STYLE="white-space:nowrap">by-laws</FONT> or charter or statute, or until December&nbsp;31
of the year in </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">S-63 </P>


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<TD WIDTH="4%">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">
which he or she turns 75. Trustees who are &#147;interested persons,&#148; as defined in the Investment Company Act, serve until their successor is duly elected and qualifies or until their
earlier death, resignation, retirement or removal as provided by the Trust&#146;s <FONT STYLE="white-space:nowrap">by-laws</FONT> or statute, or until December&nbsp;31 of the year in which they turn 72. The Board may determine to extend the terms of
Independent Trustees on a <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">case-by-case</FONT></FONT> basis, as appropriate. </TD></TR></TABLE>
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<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:10pt; font-family:Times New Roman; " ALIGN="left">Following the combination of Merrill Lynch Investment Managers, L.P. (&#147;MLIM&#148;) and BlackRock, Inc.
(&#147;BlackRock&#148;) in September 2006, the various legacy MLIM and legacy BlackRock fund boards were realigned and consolidated into three new fund boards in 2007. Certain Independent Trustees and Proposed Independent Trustees first became
members of the boards of other legacy MLIM or legacy BlackRock funds as follows: Richard E. Cavanagh, 1994; Frank J. Fabozzi, 1988; R. Glenn Hubbard, 2004; W. Carl Kester, 1995; and Karen P. Robards, 1998. Certain other Independent Trustees became
members of the boards of the <FONT STYLE="white-space:nowrap">closed-end</FONT> funds in the BlackRock Fixed-Income Complex as follows: Michael J. Castellano, 2011; Cynthia L. Egan, 2016; and Catherine A. Lynch, 2016. </P></TD></TR></TABLE>
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<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:10pt; font-family:Times New Roman; " ALIGN="left">Dr.&nbsp;Fabozzi, Dr.&nbsp;Kester, Ms.&nbsp;Lynch and Mr.&nbsp;Perlowski are also trustees of the BlackRock
Credit Strategies Fund and BlackRock Private Investments Fund. </P></TD></TR></TABLE>
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<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:10pt; font-family:Times New Roman; " ALIGN="left">Mr.&nbsp;Fairbairn and Mr.&nbsp;Perlowski are both &#147;interested persons,&#148; as defined in the Investment
Company Act, of the Trust based on their positions with BlackRock, Inc. and its affiliates. Mr.&nbsp;Fairbairn and Mr.&nbsp;Perlowski are also board members of the BlackRock Multi-Asset Complex. </P></TD></TR></TABLE>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Experience, Qualifications and Skills of the Trustees </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Independent Trustees have adopted a statement of policy that describes the experiences, qualifications, skills and attributes that are
necessary and desirable for potential Independent Trustee candidates (the &#147;Statement of Policy&#148;). The Board believes that each Independent Trustee satisfied, at the time he or she was initially elected or appointed a Trustee, and continues
to satisfy, the standards contemplated by the Statement of Policy as well as the standards set forth in the Trust&#146;s Bylaws. Furthermore, in determining that a particular Trustee was and continues to be qualified to serve as a Trustee, the Board
has considered a variety of criteria, none of which, in isolation, was controlling. The Board believes that each Proposed Independent Trustee will satisfy the standards contemplated by the Statement of Policy as well as the standards set forth in
the Trust&#146;s Bylaws at the time of their appointment. The Board believes that, collectively, the Trustees have balanced and diverse experiences, skills, attributes and qualifications, which allow the Board to operate effectively in governing the
Trust and protecting the interests of shareholders. Among the attributes common to all Trustees is their ability to review critically, evaluate, question and discuss information provided to them, to interact effectively with the Advisor, other
service providers, counsel and independent auditors, and to exercise effective business judgment in the performance of their duties as Trustees. Each Trustee&#146;s ability to perform his or her duties effectively is evidenced by his or her
educational background or professional training; business, consulting, public service or academic positions; experience from service as a board member of the Trust or the other funds in the BlackRock Fund Complexes (and any predecessor funds), other
investment funds, public companies, or <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">not-for-profit</FONT></FONT> entities or other organizations; ongoing commitment and participation in Board and Committee meetings, as well as
his or her leadership of standing and other committees of other BlackRock-advised funds throughout the years; or other relevant life experiences. The Board anticipates that the Proposed Independent Trustees will satisfy or possess, as applicable,
the foregoing standards, skills, attributes and background, at the time of their appointment as Trustees. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The table below discusses some
of the experiences, qualifications and skills of each Trustee and the Proposed Independent Trustees that support the conclusion that he or she should serve on the Board. </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-64 </P>


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<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" STYLE="border-bottom:1.00pt solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman"><B>Experience, Qualifications and Skills</B></P></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><I>Independent Trustees</I></P></TD></TR>
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<TD HEIGHT="5"></TD>
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<TD VALIGN="top">Richard&nbsp;E.&nbsp;Cavanagh</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">Richard E.&nbsp;Cavanagh brings to the Board a wealth of practical business knowledge and leadership as an experienced director/trustee of various public and private companies. In particular, because Mr.&nbsp;Cavanagh served for
over a decade as President and Chief Executive Officer of The Conference Board, Inc., a global business research organization, he is able to provide the Board with expertise about business and economic trends and governance practices.
Mr.&nbsp;Cavanagh created the &#147;blue ribbon&#148; Commission on Public Trust and Private Enterprise in 2002, which recommended corporate governance enhancements. Mr.&nbsp;Cavanagh&#146;s service as a director of The Guardian Life Insurance
Company of America and as a senior advisor and director of The Fremont Group provides added insight into investment trends and conditions. Mr.&nbsp;Cavanagh&#146;s long-standing service as a director/trustee/chair of the BlackRock Fixed-Income
Complex also provides him with a specific understanding of the Trust, its operations, and the business and regulatory issues facing the Trust. Mr.&nbsp;Cavanagh is also an experienced board leader, having served as the lead independent director of a
NYSE public company (Arch Chemicals) and as the Board Chairman of the Educational Testing Service. Mr.&nbsp;Cavanagh&#146;s independence from the Trust and the Advisor enhances his service as <FONT STYLE="white-space:nowrap">Co-Chair</FONT> of the
Board, Chair of the Executive Committee, and a member of the Compliance Committee, the Governance and Nominating Committee and the Performance Oversight Committee.</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
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<TD VALIGN="top">Karen&nbsp;P.&nbsp;Robards</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">The Board benefits from Karen P. Robards&#146;s many years of experience in investment banking and the financial advisory industry where she obtained extensive knowledge of the capital markets and advised clients on corporate
finance transactions, including mergers and acquisitions and the issuance of debt and equity securities. Ms.&nbsp;Robards&#146;s prior position as an investment banker at Morgan Stanley provides useful oversight of the Trust&#146;s investment
decisions and investment valuation processes. Additionally, Ms.&nbsp;Robards&#146;s experience as a director of publicly held and private companies allows her to provide the Board with insight into the management and governance practices of other
companies. Ms.&nbsp;Robards&#146;s long-standing service on the boards of directors/trustees of <FONT STYLE="white-space:nowrap">closed-end</FONT> funds in the BlackRock Fixed-Income Complex also provides her with a specific understanding of the
Trust, its operations, and the business and regulatory issues facing the Trust. Ms.&nbsp;Robards&#146;s knowledge of financial and accounting matters qualifies her to serve as <FONT STYLE="white-space:nowrap">Co-Chair</FONT> of the Board and a
member of the Audit Committee. Ms.&nbsp;Robards&#146;s independence from the Trust and the Advisor enhances her service as a member of the Governance and Nominating Committee, the Performance Oversight Committee and the Executive
Committee.</TD></TR>
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<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
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<TD VALIGN="top">Cynthia&nbsp;L.&nbsp;Egan</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">Cynthia L.&nbsp;Egan brings to the Board a broad and diverse knowledge of investment companies and the retirement industry as a result of her many years of experience as President, Retirement Plan Services, for T. Rowe Price
Group, Inc. and her various senior operating officer positions at Fidelity Investments, including her service as Executive Vice President of FMR Co., President of Fidelity Institutional Services Company and President of the Fidelity Charitable Gift
Fund. Ms.&nbsp;Egan has also served as an advisor to the U.S. Department of Treasury as an expert in domestic retirement security. Ms.&nbsp;Egan began her professional career at the Board of Governors of the Federal Reserve and the Federal Reserve
Bank of New York. Ms.&nbsp;Egan is also a director of UNUM Corporation, a publicly traded insurance company providing personal risk reinsurance, and of The Hanover Group, a public property casualty insurance company. Ms.&nbsp;Egan&#146;s
independence from the Trust and the Advisor enhances her service as Chair of the Compliance Committee, and a member of the Governance and Nominating Committee and the Performance Oversight
Committee.</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-65 </P>


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<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" STYLE="border-bottom:1.00pt solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman"><B>Experience, Qualifications and Skills</B></P></TD></TR>


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<TD VALIGN="top">Frank&nbsp;J.&nbsp;Fabozzi</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">Frank J.&nbsp;Fabozzi has served for over 25 years on the boards of registered investment companies. Dr.&nbsp;Fabozzi holds the designations of Chartered Financial Analyst and Certified Public Accountant. Dr.&nbsp;Fabozzi was
inducted into the Fixed-Income Analysts Society&#146;s Hall of Fame and is the 2007 recipient of the C. Stewart Sheppard Award and the 2015 recipient of the James R. Vertin Award, both given by the CFA Institute. The Board benefits from
Dr.&nbsp;Fabozzi&#146;s experiences as a professor and author in the field of finance. Dr.&nbsp;Fabozzi&#146;s experience as a professor at various institutions, including EDHEC Business School, Yale, MIT, and Princeton, as well as
Dr.&nbsp;Fabozzi&#146;s experience as a Professor in the Practice of Finance and Becton Fellow at the Yale University School of Management and as editor of the Journal of Portfolio Management demonstrates his wealth of expertise in the investment
management and structured finance areas. Dr.&nbsp;Fabozzi has authored and edited numerous books and research papers on topics in investment management and financial econometrics, and his writings have focused on fixed-income securities and
portfolio management, many of which are considered standard references in the investment management industry. Dr.&nbsp;Fabozzi&#146;s long-standing service on the boards of directors/trustees of the <FONT STYLE="white-space:nowrap">closed-end</FONT>
funds in the BlackRock Fixed-Income Complex also provides him with a specific understanding of the Trust, its operations and the business and regulatory issues facing the Trust. Moreover, Dr.&nbsp;Fabozzi&#146;s knowledge of financial and accounting
matters qualifies him to serve as a member of the Audit Committee. Dr.&nbsp;Fabozzi&#146;s independence from the Trust and the Advisor enhances his service as Chair of the Performance Oversight Committee.</TD></TR>
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<TD VALIGN="top">R.&nbsp;Glenn&nbsp;Hubbard</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">R. Glenn&nbsp;Hubbard has served in numerous roles in the field of economics, including as the Chairman of the U.S. Council of Economic Advisers of the President of the United States. Dr.&nbsp;Hubbard has served as the Dean of
Columbia Business School, as a member of the Columbia Faculty and as a Visiting Professor at the John F. Kennedy School of Government at Harvard University, the Harvard Business School and the University of Chicago. Dr.&nbsp;Hubbard&#146;s
experience as an adviser to the President of the United States adds a dimension of balance to the Trust&#146;s governance and provides perspective on economic issues. Dr.&nbsp;Hubbard&#146;s service on the boards of ADP and Metropolitan Life
Insurance Company provides the Board with the benefit of his experience with the management practices of other financial companies. Dr.&nbsp;Hubbard&#146;s long-standing service on the boards of directors/trustees of the <FONT
STYLE="white-space:nowrap">closed-end</FONT> funds in the BlackRock Fixed-Income Complex also provides him with a specific understanding of the Trust, its operations, and the business and regulatory issues facing the Trust. Dr.&nbsp;Hubbard&#146;s
independence from the Trust and the Manager enhances his service as Chair of the Governance and Nominating Committee and a member of the Compliance Committee and the Performance Oversight Committee.</TD></TR>
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<TD HEIGHT="8"></TD>
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<TD VALIGN="top">W.&nbsp;Carl&nbsp;Kester</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">The Board benefits from W. Carl&nbsp;Kester&#146;s experiences as a professor and author in finance, and his experience as the George Fisher Baker Jr. Professor of Business Administration at Harvard Business School and as Deputy
Dean of Academic Affairs at Harvard Business School from 2006 through 2010 adds to the Board a wealth of expertise in corporate finance and corporate governance. Dr.&nbsp;Kester has authored and edited numerous books and research papers on both
subject matters, including <FONT STYLE="white-space:nowrap">co-editing</FONT> a leading volume of finance case studies used worldwide. Dr.&nbsp;Kester&#146;s long-standing service on the boards of directors/trustees of the <FONT
STYLE="white-space:nowrap">closed-end</FONT> funds in the BlackRock Fixed-Income Complex also provides him with a specific understanding of the Trust, its operations, and the business and regulatory issues facing the Trust. Dr.&nbsp;Kester&#146;s
independence from the Trust and the Advisor enhances his service as a member of the Compliance Committee and the Performance Oversight Committee.</TD></TR></TABLE>
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<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" STYLE="border-bottom:1.00pt solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman"><B>Experience, Qualifications and Skills</B></P></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><I>Interested Trustees</I></P></TD></TR>
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<TD VALIGN="top">Robert&nbsp;Fairbairn</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">Robert Fairbairn has more than 25 years of experience with BlackRock, Inc. and over 30 years of experience in finance and asset management. In particular, Mr.&nbsp;Fairbairn&#146;s positions as Vice Chairman of BlackRock, Inc.,
Member of BlackRock&#146;s Global Executive and Global Operating Committees and <FONT STYLE="white-space:nowrap">Co-Chair</FONT> of BlackRock&#146;s Human Capital Committee provide the Board with a wealth of practical business knowledge and
leadership. In addition, Mr.&nbsp;Fairbairn has global investment management and oversight experience through his former positions as Global Head of BlackRock&#146;s Retail and iShares<SUP STYLE="font-size:85%; vertical-align:top">&reg;</SUP>
businesses, Head of BlackRock&#146;s Global Client Group, Chairman of BlackRock&#146;s international businesses and his previous oversight over BlackRock&#146;s Strategic Partner Program and Strategic Product Management Group. Mr.&nbsp;Fairbairn
also serves as a board member for the funds in the BlackRock Multi-Asset Complex.</TD></TR>
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<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
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<TD VALIGN="top">John&nbsp;M.&nbsp;Perlowski</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">John M. Perlowski&#146;s experience as Managing Director of BlackRock, Inc. since 2009, as the Head of BlackRock Global Accounting and Product Services since 2009, and as President and Chief Executive Officer of the Trust
provides him with a strong understanding of the Trust, its operations, and the business and regulatory issues facing the Trust.&nbsp;Mr.&nbsp;Perlowski&#146;s prior position as Managing Director and Chief Operating Officer of the Global Product
Group at Goldman Sachs Asset Management, and his former service as Treasurer and Senior Vice President of the Goldman Sachs Mutual Funds and as Director of the Goldman Sachs Offshore Funds provides the Board with the benefit of his experience with
the management practices of other financial companies. Mr.&nbsp;Perlowski also serves as a board member for the funds in the BlackRock Multi-Asset Complex. Mr.&nbsp;Perlowski&#146;s experience with BlackRock enhances his service as a member of the
Executive Committee.</TD></TR>
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<TD HEIGHT="8" COLSPAN="3"></TD></TR>
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<TD VALIGN="top" COLSPAN="3"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><I>Proposed Independent Trustees</I></P></TD></TR>
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<TD VALIGN="top">Michael&nbsp;J.&nbsp;Castellano</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">The Board will benefit from Michael J.&nbsp;Castellano&#146;s career in accounting which spans over forty years. Mr.&nbsp;Castellano has served as Chief Financial Officer of Lazard Ltd. and as a Managing Director and Chief
Financial Officer of Lazard Group. Prior to joining Lazard, Mr.&nbsp;Castellano held various senior management positions at Merrill Lynch&nbsp;&amp; Co., including Senior Vice President&#151;Chief Control Officer for Merrill Lynch&#146;s capital
markets businesses, Chairman of Merrill Lynch International Bank and Senior Vice President&#151;Corporate Controller. Prior to joining Merrill Lynch&nbsp;&amp; Co., Mr.&nbsp;Castellano was a partner with Deloitte&nbsp;&amp; Touche where he served a
number of investment banking clients over the course of his 24 years with the firm. Mr.&nbsp;Castellano currently serves as a director for CircleBlack Inc. Mr.&nbsp;Castellano&#146;s knowledge of financial and accounting matters will qualify him to
serve as Chair of the Audit Committee. Mr.&nbsp;Castellano&#146;s independence from the Trust and the Advisor will enhance his service as a member of the Governance and Nominating Committee and the Performance Oversight Committee.</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:10pt">
<TD VALIGN="top">Catherine&nbsp;A.&nbsp;Lynch</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">Catherine A. Lynch, who served as the Chief Executive Officer and Chief Investment Officer of the National Railroad Retirement Investment Trust, benefits the Board by providing business leadership and experience and a diverse
knowledge of pensions and endowments. Ms.&nbsp;Lynch also holds the designation of Chartered Financial Analyst. Ms.&nbsp;Lynch&#146;s knowledge of financial and accounting matters will qualify her to serve as a member of the Audit Committee.
Ms.&nbsp;Lynch&#146;s independence from the Trust and the Advisor will enhance her service as a member of the Performance Oversight Committee.</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-67 </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:10pt; font-family:Times New Roman"><B>Board Leadership Structure and Oversight </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Board has overall responsibility for the oversight of the Trust. The <FONT STYLE="white-space:nowrap">Co-Chairs</FONT> of the Board and the
Chief Executive Officer are different people. Not only is each <FONT STYLE="white-space:nowrap">Co-Chair</FONT> of the Board an Independent Trustee, but also the Chair of each Board committee (each, a &#147;Committee&#148;) is an Independent
Trustee. The Board has five standing Committees: an Audit Committee, a Governance and Nominating Committee, a Compliance Committee, a Performance Oversight Committee and an Executive Committee. The role of each
<FONT STYLE="white-space:nowrap">Co-Chair</FONT> of the Board is to preside over all meetings of the Board and to act as a liaison with service providers, officers, attorneys, and other Trustees between meetings. The Chair of each Committee performs
a similar role with respect to the Committee. The <FONT STYLE="white-space:nowrap">Co-Chairs</FONT> of the Board or Chair of a Committee may also perform such other functions as may be delegated by the Board or the Committee from time to time. The
Independent Trustees meet regularly outside the presence of the Trust&#146;s management, in executive sessions or with other service providers to the Trust. The Board has regular meetings five times a year, including a meeting to consider the
approval of the Trust&#146;s investment management agreement, and, if necessary, may hold special meetings before its next regular meeting. Each Committee meets regularly to conduct the oversight functions delegated to that Committee by the Board
and reports its findings to the Board. The Board and each standing Committee conduct annual assessments of their oversight function and structure. The Board has determined that the Board&#146;s leadership structure is appropriate because it allows
the Board to exercise independent judgment over management and to allocate areas of responsibility among Committees and the Board to enhance oversight. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Board decided to separate the roles of Chief Executive Officer from the <FONT STYLE="white-space:nowrap">Co-Chairs</FONT> because it
believes that having independent <FONT STYLE="white-space:nowrap">Co-Chairs:</FONT> </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="9%">&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="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">increases the independent oversight of the Trust and enhances the Board&#146;s objective evaluation of the Chief
Executive Officer; </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="9%">&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="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">allows the Chief Executive Officer to focus on the Trust&#146;s operations instead of Board administration;
</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="9%">&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="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">provides greater opportunities for direct and independent communication between shareholders and the Board; and
</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="9%">&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="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">provides an independent spokesman for the Trust. </P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Board has engaged the Advisor to manage the Trust on
<FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">a&nbsp;day-to-day</FONT></FONT> basis. The Board is responsible for overseeing the Advisor, other service providers, the operations of the Trust and associated risks in accordance
with the provisions of the Investment Company Act, state law, other applicable laws, the Trust&#146;s charter, and the Trust&#146;s investment objective and strategies. The Board reviews, on an ongoing basis, the Trust&#146;s performance,
operations, and investment strategies and techniques. The Board also conducts reviews of the Advisor and its role in running the operations of the Trust. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">Day-to-day</FONT></FONT> risk management with respect to the Trust is the
responsibility of the Advisor or other service providers (depending on the nature of the risk), subject to the supervision of the Advisor. The Trust is subject to a number of risks, including investment, compliance, operational and valuation risks,
among others. While there are a number of risk management functions performed by the Advisor or other service providers, as applicable, it is not possible to eliminate all of the risks applicable to the Trust. Risk oversight is part of the
Board&#146;s general oversight of the Trust and is addressed as part of various Board and Committee activities. The Board, directly or through Committees, also reviews reports from, among others, management, the independent registered public
accounting firm for the Trust, the Advisor and internal auditors for the Advisor or its affiliates, as appropriate, regarding risks faced by the Trust and management&#146;s or the service provider&#146;s risk functions. The Committee system
facilitates the timely and efficient consideration of matters by the Trustees and facilitates effective oversight of compliance with legal and regulatory requirements and of the Trust&#146;s activities and associated risks. The Board has approved
the appointment of a Chief Compliance Officer (&#147;CCO&#148;), who oversees the implementation and testing of the Trust&#146;s compliance program and reports regularly to the Board regarding </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-68 </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:10pt; font-family:Times New Roman">
compliance matters for the Trust and its service providers. The Independent Trustees have engaged independent legal counsel to assist them in performing their oversight responsibilities. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>Audit Committee.</I> The Board has a standing Audit Committee composed of Karen P. Robards (Chair during the Trust&#146;s initial public
offering), Frank J. Fabozzi and W. Carl Kester, all of whom are Independent Trustees. Following the completion of the Trust&#146;s initial public offering, the Board expects to also appoint to the Audit Committee Michael J. Castellano (as Chair) and
Catherine A. Lynch, each of whom is expected to be an Independent Trustee at the time of such appointment. The principal responsibilities of the Audit Committee are to assist the Board in fulfilling its oversight responsibilities relating to the
accounting and financial reporting policies and practices of the Trust. The Audit Committee&#146;s responsibilities include, without limitation: (i)&nbsp;approving, and recommending to the full Board for approval, the selection, retention,
termination and compensation of the Trust&#146;s independent registered public accounting firm (the &#147;Independent Registered Public Accounting Firm&#148;) and evaluating the independence and objectivity of the Independent Registered Public
Accounting Firm; (ii)&nbsp;approving all audit engagement terms and fees for the Trust; (iii)&nbsp;reviewing the conduct and results of each audit; (iv)&nbsp;reviewing any issues raised by the Trust&#146;s Independent Registered Public Accounting
Firm or management regarding the accounting or financial reporting policies and practices of the Trust, its internal controls, and, as appropriate, the internal controls of certain service providers and management&#146;s response to any such issues;
(v)&nbsp;reviewing and discussing the Trust&#146;s audited and unaudited financial statements and disclosure in the Trust&#146;s shareholder reports relating to the Trust&#146;s performance; (vi)&nbsp;assisting the Board&#146;s responsibilities with
respect to the internal controls of the Trust and its service providers with respect to accounting and financial matters; and (vii)&nbsp;resolving any disagreements between the Trust&#146;s management and the Trust&#146;s Independent Registered
Public Accounting Firm regarding financial reporting. The Board has adopted a written charter for the Board&#146;s Audit Committee. A copy of the Audit Committee Charter for the Trust can be found in the &#147;Corporate Governance&#148; section of
the BlackRock <FONT STYLE="white-space:nowrap">Closed-End</FONT> Fund website at <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">https://www.blackrock.com/us/individual/education/closed-end-funds/corporate-governance.</FONT></FONT>
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>Governance and Nominating Committee.</I> The Board has a standing Governance and Nominating Committee composed of Richard E. Cavanagh,
Cynthia L. Egan, R. Glenn Hubbard (Chair) and Karen P. Robards, all of whom are Independent Trustees. Following the completion of the Trust&#146;s initial public offering, the Board expects to also appoint to the Governance and Nominating Committee
Michael J. Castellano, who is expected to be an Independent Trustee at the time of such appointment. The principal responsibilities of the Governance and Nominating Committee are: (i)&nbsp;identifying individuals qualified to serve as Independent
Trustees and recommending Board nominees that are not &#147;interested persons&#148; of the Trust (as defined in the Investment Company Act) for election by shareholders or appointment by the Board; (ii)&nbsp;advising the Board with respect to Board
composition, procedures and Committees of the Board (other than the Audit Committee); (iii) overseeing periodic self-assessments of the Board and Committees of the Board (other than the Audit Committee); (iv) reviewing and making recommendations in
respect to Independent Trustee compensation; (v)&nbsp;monitoring corporate governance matters and making recommendations in respect thereof to the Board; (vi)&nbsp;acting as the administrative committee with respect to Board policies and procedures,
committee policies and procedures (other than the Audit Committee) and codes of ethics as they relate to the Independent Trustees; and (vii)&nbsp;reviewing and making recommendations to the Board in respect of Trust share ownership by the
Independent Trustees. The Board has adopted a written charter for the Board&#146;s Governance and Nominating Committee. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Governance
and Nominating Committee of the Board seeks to identify individuals to serve on the Board who have a diverse range of viewpoints, qualifications, experiences, backgrounds and skill sets so that the Board will be better suited to fulfill its
responsibility of overseeing the Trust&#146;s activities. In so doing, the Governance and Nominating Committee reviews the size of the Board, the ages of the current Trustees and their tenure on the Board, and the skills, background and experiences
of the Trustees in light of the issues facing the Trust in determining whether one or more new Trustees should be added to the Board. The Board as a group strives to achieve diversity in terms of gender, race and geographic location. The Governance
and Nominating </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-69 </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:10pt; font-family:Times New Roman">
Committee believes that the Trustees as a group possess the array of skills, experiences and backgrounds necessary to guide the Trust. The Trustees&#146; biographies included herein highlight the
diversity and breadth of skills, qualifications and expertise that the Trustees bring to the Trust. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Governance Committee may consider
nominations for Trustees made by the Trust&#146;s shareholders as it deems appropriate. Under the Trust&#146;s Bylaws, shareholders must follow certain procedures to nominate a person for election as a Trustee at an annual or special meeting, or to
introduce an item of business at an annual meeting. Under these advance notice procedures, shareholders must submit the proposed nominee or item of business by delivering a notice to the Secretary of the Trust at its principal executive offices. The
Trust must receive notice of a shareholder&#146;s intention to introduce a nomination or proposed item of business for an annual shareholder meeting not less than 120 days nor more than 150 days before the anniversary date of the prior year&#146;s
annual shareholder meeting. However, if the Trust holds its annual shareholder meeting on a date that is not within 25&nbsp;days before or after the anniversary date of the prior year&#146;s annual shareholder meeting, the Trust must receive the
notice of a shareholder&#146;s intention to introduce a nomination or proposed item of business not later than the close of business on the tenth day following the day on which the notice of the date of the shareholder meeting was mailed or the
public disclosure of the date of the shareholder meeting was made, whichever comes first. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Trust&#146;s Bylaws provide that notice of
a proposed nomination must include certain information about the shareholder and the nominee, as well as a written consent of the proposed nominee to serve if elected. A notice of a proposed item of business must include a description of and the
reasons for bringing the proposed business to the meeting, any material interest of the shareholder in the business, and certain other information about the shareholder. Further, the Trust has adopted Trustee qualification requirements which can be
found in the Trust&#146;s Bylaws and are applicable to all Trustees that may be nominated, elected, appointed, qualified or seated to serve as Trustees. The qualification requirements include: (i)&nbsp;age limits; (ii)&nbsp;limits on service on
other boards; (iii)&nbsp;restrictions on relationships with investment advisers other than the Advisor; and (iv)&nbsp;character and fitness requirements. In addition to not being an &#147;interested person&#148; of the Trust as defined under
Section&nbsp;2(a)(19) of the Investment Company Act, each Independent Trustee may not be or have certain relationships with a shareholder owning five percent or more of the Trust&#146;s voting securities or owning other percentage ownership
interests in investment companies registered under the Investment Company Act. Reference is made to the Trust&#146;s Bylaws for more details. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">A copy of the Governance and Nominating Committee Charter for the Trust can be found in the &#147;Corporate&nbsp;Governance&#148; section of
the BlackRock <FONT STYLE="white-space:nowrap">Closed-End</FONT> Fund website at <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">https://www.blackrock.com/us/individual/education/closed-end-funds/corporate-governance.</FONT></FONT>
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>Compliance Committee.</I> The Board has a Compliance Committee composed of Cynthia L. Egan (Chair), Richard E. Cavanagh, R. Glenn
Hubbard and W. Carl Kester, all of whom are Independent Trustees. The Compliance Committee&#146;s purpose is to assist the Board in fulfilling its responsibility with respect to the oversight of regulatory and fiduciary compliance matters involving
the Trust, the fund-related activities of the Advisor, and any <FONT STYLE="white-space:nowrap">sub-advisers&nbsp;and</FONT> the Trust&#146;s other third party service providers. The Compliance Committee&#146;s responsibilities include, without
limitation: (i)&nbsp;overseeing the compliance policies and procedures of the Trust and its service providers and recommending changes or additions to such policies and procedures; (ii)&nbsp;reviewing information on and, where appropriate,
recommending policies concerning the Trust&#146;s compliance with applicable law; (iii)&nbsp;reviewing information on any significant correspondence with or other actions by regulators or governmental agencies with respect to the Trust and any
employee complaints or published reports that raise concerns regarding compliance matters; and (iv)&nbsp;reviewing reports from, overseeing the annual performance review of, and making certain recommendations in respect of, the Trust&#146;s CCO,
including, without limitation, determining the amount and structure of the CCO&#146;s compensation. The Board has adopted a written charter for the Board&#146;s Compliance Committee. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>Performance Oversight Committee.</I> The Board has a Performance Oversight Committee composed of Frank J. Fabozzi (Chair), Richard E.
Cavanagh, Cynthia L. Egan, R. Glenn Hubbard, W. Carl Kester and Karen P. Robards, all of whom are Independent Trustees. Following the completion of the Trust&#146;s initial public offering, </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-70 </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:10pt; font-family:Times New Roman">
the Board expects to also appoint to the Performance Oversight Committee Michael J. Castellano and Catherine A. Lynch, each of whom is expected to be an Independent Trustee at the time of such
appointment. The Performance Oversight Committee&#146;s purpose is to assist the Board in fulfilling its responsibility to oversee the Trust&#146;s investment performance relative to the Trust&#146;s investment objective, policies and practices. The
Performance Oversight Committee&#146;s responsibilities include, without limitation: (i)&nbsp;reviewing the Trust&#146;s investment objective, policies and practices; (ii)&nbsp;recommending to the Board any required action in respect of changes in
fundamental <FONT STYLE="white-space:nowrap">and&nbsp;non-fundamental&nbsp;investment</FONT> restrictions; (iii)&nbsp;reviewing information on appropriate benchmarks and competitive universes; (iv)&nbsp;reviewing the Trust&#146;s investment
performance relative to such benchmarks; (v)&nbsp;reviewing information on unusual or exceptional investment matters; (vi)&nbsp;reviewing whether the Trust has complied with its investment policies and restrictions; and (vii)&nbsp;overseeing
policies, procedures and controls regarding valuation of the Trust&#146;s investments. The Board has adopted a written charter for the Board&#146;s Performance Oversight Committee. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>Executive Committee.</I> The Board has an Executive Committee composed of Richard E. Cavanagh (Chair) and Karen P. Robards, both of whom
are Independent Trustees, and John M. Perlowski, who serves as an interested Trustee. The principal responsibilities of the Executive Committee include, without limitation: (i)&nbsp;acting on routine matters between meetings of the Board;
(ii)&nbsp;acting on such matters as may require urgent action between meetings of the Board; and (iii)&nbsp;exercising such other authority as may from time to time be delegated to the Executive Committee by the Board. The Board has adopted a
written charter for the Board&#146;s Executive Committee. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Information about the specific experience, skills, attributes and
qualifications of each Trustee, which in each case led to the Board&#146;s conclusion that the Trustee should serve as a Trustee of the Trust, is provided in &#147;Biographical Information Pertaining to the Trustees.&#148; </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Trustee Share Ownership </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Information
relating to each Trustee&#146;s share ownership in the Trust and in all BlackRock-advised funds that are currently overseen by the respective Trustee (&#147;Supervised Funds&#148;) as of December&nbsp;31, 2020 is set forth in the chart below. </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="84%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>

<TD WIDTH="42%"></TD>

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

<TD VALIGN="bottom" WIDTH="18%"></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" NOWRAP> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-bottom:1.00pt solid #000000; display:table-cell; font-size:8pt; font-family:Times New Roman; "><B>Name of Trustee</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" COLSPAN="2" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"><B>Dollar&nbsp;Range&nbsp;of&nbsp;Equity<BR>Securities&nbsp;in&nbsp;the&nbsp;Trust*</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" COLSPAN="2" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"><B>Aggregate&nbsp;Dollar&nbsp;Range&nbsp;of&nbsp;Equity<BR>Securities&nbsp;in&nbsp;Supervised&nbsp;Funds**</B></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"><I>Independent Trustees:</I></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;&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:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Richard E. Cavanagh</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>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">Over&nbsp;$100,000</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">Cynthia L. Egan</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>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">Over $100,000</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">Frank J. Fabozzi</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>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">Over $100,000</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">R. Glenn Hubbard</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>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">Over $100,000</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">W. Carl Kester</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>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">Over $100,000</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">Karen P. Robards</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>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">Over $100,000</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"><I>Interested Trustees:</I></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></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">Robert Fairbairn</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>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">Over $100,000</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">John M. Perlowski</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>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">Over $100,000</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"><I>Proposed Interested Trustees:</I></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;&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:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Michael J. Castellano</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>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">Over $100,000</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">Catherine A. Lynch</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>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">Over $100,000</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</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="4%" 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="left">As of March&nbsp;1, 2021. The Trustees could not own shares in the Trust as of December&nbsp;31, 2020 because
the Trust had not yet begun investment 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="4%" 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="left">Includes share equivalents owned under the deferred compensation plan in the Supervised Funds by certain
Independent Trustees who have participated in the deferred compensation plan of the Supervised Funds. </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">S-71 </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:10pt; font-family:Times New Roman"><B>Compensation of Trustees </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Each Trustee who is an Independent Trustee is paid an annual retainer of $370,000 per year for his or her services as a Board member of the
BlackRock-advised Funds, including the Trust, and each Independent Trustee may also receive a $10,000 Board meeting fee for special unscheduled meetings or meetings in excess of six Board meetings held in a calendar year, together with <FONT
STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">out-of-pocket</FONT></FONT> expenses in accordance with a Board policy on travel and other business expenses relating to attendance at meetings. In addition, each <FONT
STYLE="white-space:nowrap">Co-Chair</FONT> of the Board is paid an additional annual retainer of $100,000. The Chairs of the Audit Committee, Performance Oversight Committee, Compliance Committee, and Governance and Nominating Committee are paid an
additional annual retainer of $45,000, $37,500, $45,000 and $37,500, respectively. Each of the members of the Audit Committee and Compliance Committee are paid an additional annual retainer of $30,000 and $25,000, respectively, for his or her
service on such committee. The Trust will pay a pro rata portion quarterly (based on relative net assets) of the foregoing Trustee fees paid by the funds in the BlackRock Fixed-Income Complex. Prior to January 1, 2021, each Independent Trustee was
subject to a different compensation arrangement with respect to his or her services as a member of the board of directors/trustees to the funds in the BlackRock Fixed-Income Complex. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Independent Trustees have agreed that a maximum of 50% of each Independent Trustee&#146;s total compensation paid by funds in the
BlackRock Fixed-Income Complex may be deferred pursuant to the BlackRock Fixed-Income Complex&#146;s deferred compensation plan. Under the deferred compensation plan, deferred amounts earn a return for the Independent Trustees as though equivalent
dollar amounts had been invested in shares of certain funds in the BlackRock Fixed-Income Complex selected by the Independent Trustees. This has approximately the same economic effect for the Independent Trustees as if they had invested the deferred
amounts in such funds in the BlackRock Fixed-Income Complex. The deferred compensation plan is not funded and obligations thereunder represent general unsecured claims against the general assets of a fund and are recorded as a liability for
accounting purposes. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The following table sets forth the estimated compensation that each of the Trustees would receive from the Trust for
the fiscal year ended December&nbsp;31, 2021, and the aggregate compensation, including deferred compensation amounts, paid to them by all BlackRock-advised Funds for the calendar year ended December&nbsp;31, 2020. Messrs. Fairbairn and Perlowski
serve without compensation from the Trust because of their affiliation with BlackRock, Inc. and the Advisor. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="92%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>

<TD WIDTH="29%"></TD>

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

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

<TD VALIGN="bottom" WIDTH="17%"></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" NOWRAP>
<P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-bottom:1.00pt solid #000000; display:table-cell; font-size:8pt; font-family:Times New Roman; "><B>Name<SUP STYLE="font-size:85%; vertical-align:top">1</SUP></B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" COLSPAN="2" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"><B>Estimated&nbsp;Compensation<BR>from&nbsp;the&nbsp;Trust</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" COLSPAN="2" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"><B>Estimated&nbsp;Annual<BR>Benefits&nbsp;upon<BR>Retirement</B></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" COLSPAN="2" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"><B>Aggregate&nbsp;Compensation&nbsp;from&nbsp;the<BR>Trust&nbsp;and&nbsp;Other<BR>BlackRock-advised
Funds<SUP STYLE="font-size:85%; vertical-align:top">2,3</SUP></B></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"><I>Independent Trustees:</I></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;&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:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Richard E. Cavanagh</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">$3,640</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">None</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">$</TD>
<TD VALIGN="bottom" ALIGN="right">455,000</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">Cynthia L. Egan</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">$3,204</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">None</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">$</TD>
<TD VALIGN="bottom" ALIGN="right">400,000</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">Frank J. Fabozzi</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">$3,124</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">None</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">$</TD>
<TD VALIGN="bottom" ALIGN="right">420,000</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">R. Glenn Hubbard</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">$3,005</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">None</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">$</TD>
<TD VALIGN="bottom" ALIGN="right">375,000</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">W. Carl Kester</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">$2,847</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">None</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">$</TD>
<TD VALIGN="bottom" ALIGN="right">385,000</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">Karen P. Robards</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">$3,680</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">None</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">$</TD>
<TD VALIGN="bottom" ALIGN="right">460,000</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"><I>Interested Trustees:</I></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></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">Robert Fairbairn</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">$0</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</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>
<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">John M. Perlowski</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">$0</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</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>
<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"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><I>Proposed Independent Trustees</I></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;&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:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Michael J. Castellano</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">$3,243</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">None</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">$</TD>
<TD VALIGN="bottom" ALIGN="right">405,000</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">Catherine A. Lynch</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">$2,886</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">None</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">$</TD>
<TD VALIGN="bottom" ALIGN="right">390,000</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</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="4%" VALIGN="top" ALIGN="left"><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="left">For the number of BlackRock-advised Funds from which each Trustee receives compensation see the Biographical
Information chart beginning on page <FONT STYLE="white-space:nowrap">S-59.</FONT> </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="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:10pt; font-family:Times New Roman; " ALIGN="left">For the Independent Trustees, this amount represents the aggregate compensation earned from the funds in the
BlackRock Fixed-Income Complex during the calendar year ended December&nbsp;31, 2020. Of this amount, Mr.&nbsp;Castellano, Mr.&nbsp;Cavanagh, Dr.&nbsp;Fabozzi, Dr.&nbsp;Hubbard, Dr.&nbsp;Kester, Ms.&nbsp;Lynch and Ms.&nbsp;Robards deferred
</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">S-72 </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:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="4%">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top">
$121,500, $150,150, $84,000, $187,500, $50,000, $58,500 and $23,000, respectively, pursuant to the BlackRock Fixed-Income Complex&#146;s deferred compensation plan. </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="4%" VALIGN="top" ALIGN="left"><SUP STYLE="font-size:85%; vertical-align:top">3</SUP></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">Total amount of deferred compensation payable by the BlackRock Fixed-Income Complex to Mr.&nbsp;Castellano,
Mr.&nbsp;Cavanagh, Dr.&nbsp;Fabozzi, Dr.&nbsp;Hubbard, Dr.&nbsp;Kester, Ms.&nbsp;Lynch and Ms.&nbsp;Robards is $1,219,536, $1,833,807, $1,005,663, $2,999,679, $1,481,108, $283,963 and $1,068,129, respectively, as of December&nbsp;31, 2020.
Ms.&nbsp;Egan did not participate in the deferred compensation plan as of December&nbsp;31, 2020. </P></TD></TR></TABLE> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Independent Trustee Ownership of
Securities </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">As of December&nbsp;31, 2020, none of the Independent Trustees of the Trust or their immediate family members owned
beneficially or of record any securities of the Advisor or any person controlling, controlled by or under common control with the Advisor nor did any Independent Trustee of the Trust or their immediate family member have any material interest in any
transaction, or series of similar transactions, during the most recently completed two calendar years involving the Trust, the Advisor or any affiliate of the Advisor controlling, controlled by or under common control with the Trust or the Advisor.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">As of the date of this SAI, the officers and Trustees of the Trust, as a group, beneficially owned less than 1% of the outstanding common
shares of the Trust. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Information Pertaining to the Officers </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Certain biographical and other information relating to the officers of the Trust who are not Trustees is set forth below, including their
address and year of birth, principal occupations for at least the last five years and length of time served. With the exception of the CCO, executive officers receive no compensation from the Trust. The Trust compensates the CCO for his services as
its CCO. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Each executive officer is an &#147;interested person&#148; of the Trust (as defined in the Investment Company Act) by virtue of
that individual&#146;s position with BlackRock or its affiliates described in the table 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="15%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="15%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="68%"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:8pt">
<TD VALIGN="bottom" NOWRAP> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-bottom:1.00pt solid #000000; display:table-cell; font-size:8pt; font-family:Times New Roman; "><B>Name&nbsp;and&nbsp;Year&nbsp;of<BR>Birth<SUP
STYLE="font-size:85%; vertical-align:top">1,2</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:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Position(s)&nbsp;Held<BR>(Length&nbsp;of&nbsp;Service)</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:8pt; font-family:Times New Roman" ALIGN="center"><B>Principal Occupation(s)&nbsp;During Past Five
Years</B></P></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="5"> <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>Officers Who Are Not Trustees</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 STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Jonathan&nbsp;Diorio</B></P> <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:10pt; font-family:Times New Roman">1980</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">Vice President</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">(Since 2021)</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Managing Director of BlackRock since 2015; Director of BlackRock from 2011 to 2015.</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"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Trent Walker</B></P> <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:10pt; font-family:Times New Roman">1974</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">Chief Financial Officer</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">(Since 2021)</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Managing Director of BlackRock, Inc. since September 2019; Executive Vice President of PIMCO from 2016 to 2019; Senior Vice President of PIMCO from 2008 to 2015; Treasurer from 2013 to 2019 and Assistant Treasurer from 2007 to 2017
of PIMCO Funds, PIMCO Variable Insurance Trust, PIMCO ETF Trust, PIMCO Equity Series, PIMCO Equity Series VIT, PIMCO Managed Accounts Trust, 2 PIMCO-sponsored interval funds and 21 PIMCO-sponsored <FONT STYLE="white-space:nowrap">closed-end</FONT>
funds.</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"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Jay M. Fife</B></P> <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:10pt; font-family:Times New Roman">1970</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">Treasurer</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">(Since 2021)</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Managing Director of BlackRock since 2007.</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-73 </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="14%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="15%"></TD>

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

<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:8pt">
<TD VALIGN="bottom" NOWRAP> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-bottom:1.00pt solid #000000; display:table-cell; font-size:8pt; font-family:Times New Roman; "><B>Name&nbsp;and&nbsp;Year&nbsp;of<BR>Birth<SUP
STYLE="font-size:85%; vertical-align:top">1,2</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:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Position(s)&nbsp;Held<BR>(Length&nbsp;of&nbsp;Service)</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:8pt; font-family:Times New Roman" ALIGN="center"><B>Principal Occupation(s)&nbsp;During Past Five
Years</B></P></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; font-size:10pt; font-family:Times New Roman"><B>Charles Park</B></P> <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:10pt; font-family:Times New Roman">1967</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">Chief Compliance Officer</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">(Since 2021)</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Anti-Money Laundering Compliance Officer for certain BlackRock-advised Funds from 2014 to 2015; Chief Compliance Officer of BlackRock Advisors, LLC and the BlackRock-advised Funds in the BlackRock Multi-Asset Complex and the
BlackRock Fixed-Income Complex since 2014; Principal of and Chief Compliance Officer for iShares<SUP STYLE="font-size:85%; vertical-align:top">&reg;</SUP> Delaware Trust Sponsor LLC since 2012 and BlackRock Fund Advisors (&#147;BFA&#148;) since
2006; Chief Compliance Officer for the <FONT STYLE="white-space:nowrap">BFA-advised</FONT> iShares<SUP STYLE="font-size:85%; vertical-align:top">&reg;</SUP> exchange traded funds since 2006; Chief Compliance Officer for BlackRock Asset Management
International Inc. since 2012.</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"> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Janey Ahn</B></P> <P STYLE="font-size:6pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">1975</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">Secretary</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">(Since 2021)</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Managing Director of BlackRock since 2018; Director of BlackRock, Inc. from 2009 to 2017.</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="4%" VALIGN="top" ALIGN="left"><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="left">The address of each Officer is c/o BlackRock, Inc., 55 East 52nd Street, New York, New York 10055.
</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="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:10pt; font-family:Times New Roman; " ALIGN="left">Officers of the Trust serve at the pleasure of the Board. </P></TD></TR></TABLE>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Indemnification of Trustees and Officers </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The governing documents of the Trust generally provide that, to the extent permitted by applicable law, the Trust will indemnify its Trustees
and officers against liabilities and expenses incurred in connection with litigation in which they may be involved because of their offices with the Trust unless, as to liability to the Trust or its investors, it is finally adjudicated that they
engaged in willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in their offices. In addition, the Trust will not indemnify Trustees and officers unless there has been a determination (i)&nbsp;by a final
decision on the merits by a court or other body of competent jurisdiction before whom the issue of entitlement to indemnification was brought that such indemnitee is entitled to indemnification or, (ii)&nbsp;in the absence of such a decision, by a
majority vote of a quorum of those Trustees who are neither &#147;interested persons&#148; of the Trust nor parties to the proceeding, that the trustee or officer is entitled to indemnification. Indemnification provisions contained in the
Trust&#146;s governing documents are subject to any limitations imposed by applicable law. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><FONT STYLE="white-space:nowrap">Closed-end</FONT> funds in the BlackRock Fixed-Income Complex, including the Trust, have also entered into a
separate indemnification agreement with the board members of each board of such funds (the &#147;Indemnification Agreement&#148;). The Indemnification Agreement (i)&nbsp;extends the indemnification provisions contained in a fund&#146;s governing
documents to board members who leave that fund&#146;s board and serve on an advisory board of a different fund in the BlackRock Fixed-Income Complex; (ii)&nbsp;sets in place the terms of the indemnification provisions of a fund&#146;s governing
documents once a board member retires from a board; and (iii)&nbsp;in the case of board members who left the board of a fund in connection with or prior to the board consolidation that occurred in 2007 as a result of the merger of BlackRock and
Merrill Lynch&nbsp;&amp; Co., Inc.&#146;s investment management business, clarifies that such fund continues to indemnify the trustee for claims arising out of his or her past service to that fund. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Principal Owner of Common Shares </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Prior
to the public offering of the common shares, BlackRock Financial Management, Inc. (&#147;BFM&#148;), an affiliate of the Advisor, purchased common shares from the Trust in an amount satisfying the net worth requirements of Section&nbsp;14(a) of the
Investment Company Act, which requires the Trust to have a net worth of at least $100,000 prior to making a public offering. As of the date of this SAI, BFM owned 100% of the Trust&#146;s outstanding common shares and therefore may be deemed to
control the Trust until such time as it owns less than 25% of the Trust&#146;s outstanding common shares, which is expected to occur upon the closing of this offering. The address of BFM is 40 East 52nd Street, New York, NY 10022. BFM is organized
under the laws of the State of Delaware and is a wholly-owned subsidiary of BlackRock, Inc. </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-74 </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:10pt; font-family:Times New Roman"><B>Portfolio Management </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman"><I>Portfolio Manager Assets Under Management </I></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The following table sets forth information about funds and accounts other than the Trust for which the portfolio managers are primarily
responsible for the <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">day-to-day</FONT></FONT> portfolio management as of December&nbsp;31, 2020: </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="35%"></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:8pt">
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" COLSPAN="3" ALIGN="center"><B>Number&nbsp;of&nbsp;Other<BR>Accounts&nbsp;Managed&nbsp;and<BR>Assets&nbsp;by&nbsp;Account&nbsp;Type</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" COLSPAN="5" ALIGN="center"><B>Number&nbsp;of&nbsp;Other&nbsp;Accounts&nbsp;and<BR>Assets&nbsp;for&nbsp;Which&nbsp;Advisory&nbsp;Fee&nbsp;is<BR>Performance-Based</B></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:8pt">
<TD VALIGN="bottom"><B>Name&nbsp;of&nbsp;Portfolio Manager</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center"><B>Other<BR>Registered<BR>Investment<BR>Companies</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center"><B>Other&nbsp;Pooled<BR>Investment<BR>Vehicles</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center"><B>Other<BR>Accounts</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center"><B>Other<BR>Registered<BR>Investment<BR>Companies</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center"><B>Other&nbsp;Pooled<BR>Investment<BR>Vehicles</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center"><B>Other<BR>Accounts</B></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">Phil Ruvinsky</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">14</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">3</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">0</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">0</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">0</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">0</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>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:9pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$34.46&nbsp;Billion</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$2.99&nbsp;Billion</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$0</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$0</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$0</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$0</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">William Broadbent</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">1</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">0</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">0</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">0</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">0</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">0</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>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:9pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$8.36&nbsp;Million</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$0</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$0</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$0</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$0</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$0</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">Christopher Accettella</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">12</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">6</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">1</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">0</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">0</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">0</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>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:9pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$14.13&nbsp;Billion</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$714.8&nbsp;Million</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$534.6&nbsp;Million</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$0</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$0</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$0</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">Kyle G. McClements</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">12</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">9</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">1</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">0</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">0</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">0</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>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:9pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$14.13&nbsp;Billion</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$1.09 Billion</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$534.6&nbsp;Billion</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$0</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$0</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">$0</TD></TR>
</TABLE> <P STYLE="margin-top:18pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman"><I>Portfolio Manager Compensation Overview </I></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The discussion below describes the portfolio managers&#146; compensation as of December&nbsp;31, 2020. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Advisor&#146;s financial arrangements with its portfolio managers, its competitive compensation and its career path emphasis at all levels
reflect the value senior management places on key resources. Compensation may include a variety of components and may vary from year to year based on a number of factors. The principal components of compensation include a base salary, a
performance-based discretionary bonus, participation in various benefits programs and one or more of the incentive compensation programs established by the Advisor. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B>Base Compensation.</B> Generally, portfolio managers receive base compensation based on their position with the firm. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B>Discretionary Incentive Compensation &#150; Messrs. Accettella and McClements</B> </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Discretionary incentive compensation is a function of several components: the performance of BlackRock, Inc., the performance of the portfolio
manager&#146;s group within BlackRock, the investment performance, including risk-adjusted returns, of the firm&#146;s assets or strategies under management or supervision by that portfolio manager, and/or the individual&#146;s performance and
contribution to the overall performance of these portfolios and BlackRock. Among other things, BlackRock&#146;s Chief Investment Officers make a subjective determination with respect to each portfolio manager&#146;s compensation based on the
performance of the Funds, other accounts or strategies managed by each portfolio manager. Performance is generally measured on a <FONT STYLE="white-space:nowrap">pre-tax</FONT> basis over various time periods including
<FONT STYLE="white-space:nowrap">1-,</FONT> <FONT STYLE="white-space:nowrap">3-</FONT> and <FONT STYLE="white-space:nowrap">5-</FONT> year periods, as applicable. The performance of some Funds, other accounts or strategies may not be measured
against a specific benchmark. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B>Discretionary Incentive Compensation &#150; Messrs. Ruvinsky and Broadbent</B> </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Generally, discretionary incentive compensation for Fundamental Equities portfolio managers is based on a formulaic compensation program.
BlackRock&#146;s formulaic portfolio manager compensation program is based on team revenue and <FONT STYLE="white-space:nowrap">pre-tax</FONT> investment performance relative to appropriate competitors or benchmarks over <FONT
STYLE="white-space:nowrap">1-,</FONT> <FONT STYLE="white-space:nowrap">3-</FONT> and <FONT STYLE="white-space:nowrap">5-year</FONT> performance periods, as applicable. In most cases, these benchmarks are the same as the benchmark
</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-75 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
or benchmarks against which the performance of the Funds or other accounts managed by the portfolio managers are measured. BlackRock&#146;s Chief Investment Officers determine the benchmarks or
rankings against which the performance of funds and other accounts managed by each portfolio management team is compared and the period of time over which performance is evaluated. With respect to these portfolio managers, such benchmarks for the
Fund and other accounts are: Russell 1000 Growth Custom Index; Russell 1000 Growth Index; Russell MidCap Growth Index; S&amp;P 500 Index. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">A smaller element of portfolio manager discretionary compensation may include consideration of: financial results, expense control, profit
margins, strategic planning and implementation, quality of client service, market share, corporate reputation, capital allocation, compliance and risk control, leadership, technology and innovation. These factors are considered collectively by
BlackRock management and the relevant Chief Investment Officers. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B>Distribution of Discretionary Incentive Compensation.
</B>Discretionary incentive compensation is distributed to portfolio managers in a combination of cash, deferred BlackRock stock awards, and/or deferred cash awards that notionally track the return of certain Advisor investment products. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Portfolio managers receive their annual discretionary incentive compensation in the form of cash. Portfolio managers whose total compensation
is above a specified threshold also receive deferred BlackRock stock awards annually as part of their discretionary incentive compensation. Paying a portion of discretionary incentive compensation in the form of deferred BlackRock stock puts
compensation earned by a portfolio manager for a given year &#147;at risk&#148; based on the Advisor&#146;s ability to sustain and improve its performance over future periods. In some cases, additional deferred BlackRock stock may be granted to
certain key employees as part of a long-term incentive award to aid in retention, align interests with long-term shareholders and motivate performance. Deferred BlackRock stock awards are generally granted in the form of BlackRock restricted stock
units that vest pursuant to the terms of the applicable plan and, once vested, settle in BlackRock common stock. The portfolio managers of the Trust have deferred BlackRock stock awards. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">For certain portfolio managers, a portion of the discretionary incentive compensation is also distributed in the form of deferred cash awards
that notionally track the returns of select investment products of the Advisor they manage, which provides direct alignment of portfolio manager discretionary incentive compensation with investment product results. Deferred cash awards vest ratably
over a number of years and, once vested, settle in the form of cash. Only portfolio managers who manage specified products and whose total compensation is above a specified threshold are eligible to participate in the deferred cash award program.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B>Other Compensation Benefits. </B>In addition to base salary and discretionary incentive compensation, portfolio managers may be
eligible to receive or participate in one or more of the following: </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>Incentive Savings Plans</I>&#151;BlackRock has created a variety
of incentive savings plans in which BlackRock employees are eligible to participate, including a 401(k) plan, the BlackRock Retirement Savings Plan (RSP), and the BlackRock Employee Stock Purchase Plan (ESPP). The employer contribution components of
the RSP include a company match equal to 50% of the first 8% of eligible pay contributed to the plan capped at $5,000 per year, and a company retirement contribution equal to <FONT STYLE="white-space:nowrap">3-5%</FONT> of eligible compensation up
to the Internal Revenue Service limit ($285,000 for 2020).&nbsp;The RSP offers a range of investment options, including registered investment companies and collective investment funds managed by the firm. BlackRock contributions follow the
investment direction set by participants for their own contributions or, absent participant investment direction, are invested into a target date fund that corresponds to, or is closest to, the year in which the participant attains age 65. The ESPP
allows for investment in BlackRock common stock at a 5% discount on the fair market value of the stock on the purchase date. Annual participation in the ESPP is limited to the purchase of 1,000 shares of common stock or a dollar value of $25,000
based on its fair market value on the purchase date. All of the eligible portfolio managers are eligible to participate in these plans. </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-76 </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; margin-left:4%; font-size:10pt; font-family:Times New Roman"><I>Securities Ownership of Portfolio Managers </I></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Trust is a newly-organized <FONT STYLE="white-space:nowrap">closed-end</FONT> management investment company. Accordingly, as of the date of
this SAI, none of the portfolio managers beneficially owned any securities issued by the Trust. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman"><I>Portfolio Management Potential
Material Conflicts of Interest </I></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Advisor has built a professional working environment, firm-wide compliance culture and compliance
procedures and systems designed to protect against potential incentives that may favor one account over another. The Advisor has adopted policies and procedures that address the allocation of investment opportunities, execution of portfolio
transactions, personal trading by employees and other potential conflicts of interest that are designed to ensure that all client accounts are treated equitably over time. Nevertheless, the Advisor furnishes investment management and advisory
services to numerous clients in addition to the Trust, and the Advisor may, consistent with applicable law, make investment recommendations to other clients or accounts (including accounts which are hedge funds or have performance or higher fees
paid to the Advisor, or in which portfolio managers have a personal interest in the receipt of such fees), which may be the same as or different from those made to the Trust.&nbsp;In addition, BlackRock, its affiliates and significant shareholders
and any officer, director, shareholder or employee may or may not have an interest in the securities whose purchase and sale the Advisor recommends to the Trust.&nbsp;BlackRock, or any of its affiliates or significant shareholders, or any officer,
director, shareholder, employee or any member of their families may take different actions than those recommended to the Trust by the Advisor with respect to the same securities.&nbsp;Moreover, the Advisor may refrain from rendering any advice or
services concerning securities of companies of which any of BlackRock (or its affiliates&#146; or significant shareholders&#146;) officers, directors or employees are directors or officers, or companies as to which the Advisor or any of its
affiliates or significant shareholders or the officers, directors and employees of any of them has any substantial economic interest or possesses material <FONT STYLE="white-space:nowrap">non-public</FONT> information.&nbsp;Certain portfolio
managers also may manage accounts whose investment strategies may at times be opposed to the strategy utilized for a fund. It should also be noted that a portfolio manager may be managing hedge fund and/or long only accounts, or may be part of a
team managing hedge fund and/or long only accounts, subject to incentive fees. Such portfolio manager may therefore be entitled to receive a portion of any incentive fees earned on such accounts. Currently, the portfolio managers of this fund are
not entitled to receive a portion of incentive fees of other accounts </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">As a fiduciary, the Advisor owes a duty of loyalty to its clients
and must treat each client fairly. When the Advisor purchases or sells securities for more than one account, the trades must be allocated in a manner consistent with its fiduciary duties.&nbsp;The Advisor attempts to allocate investments in a fair
and equitable manner among client accounts, with no account receiving preferential treatment.&nbsp;To this end, the Advisor has adopted policies that are intended to ensure reasonable efficiency in client transactions and provide the Advisor with
sufficient flexibility to allocate investments in a manner that is consistent with the particular investment discipline and client base, as appropriate. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Proxy Voting Policies </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Board has
delegated the voting of proxies for the Trust&#146;s securities to the Advisor pursuant to the Advisor&#146;s proxy voting guidelines. Under these guidelines, the Advisor will vote proxies related to Trust securities in the best interests of the
Trust and its shareholders. From time to time, a vote may present a conflict between the interests of the Trust&#146;s shareholders, on the one hand, and those of the Advisor, or any affiliated person of the Trust or the Advisor, on the other. In
such event, provided that the Advisor&#146;s Equity Investment Policy Oversight Committee, or a <FONT STYLE="white-space:nowrap">sub-committee</FONT> thereof (the &#147;Oversight Committee&#148;), is aware of the real or potential conflict, if the
matter to be voted on represents a material, <FONT STYLE="white-space:nowrap">non-routine</FONT> matter and if the Oversight Committee does not reasonably believe it is able to follow its general voting guidelines (or if the particular proxy matter
is not addressed in the guidelines) and vote impartially, the Oversight Committee may retain an independent fiduciary to advise the Oversight Committee on how to vote or to cast votes on behalf of the Advisor&#146;s clients. If the Advisor
determines not to retain an independent fiduciary, or does not desire to follow </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-77 </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">
the advice of such independent fiduciary, the Oversight Committee shall determine how to vote the proxy after consulting with the Advisor&#146;s Portfolio Management Group and/or the
Advisor&#146;s Legal and Compliance Department and concluding that the vote cast is in its client&#146;s best interest notwithstanding the conflict. A copy of the <FONT STYLE="white-space:nowrap">Closed-End</FONT> Fund Proxy Voting Policy is
included as Appendix B to this SAI. Information on how the Trust voted proxies relating to portfolio securities during the most recent <FONT STYLE="white-space:nowrap">12-month</FONT> period ended June&nbsp;30 will be available (i)&nbsp;at
www.blackrock.com and (ii)&nbsp;on the SEC&#146;s website at http://www.sec.gov. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Codes of Ethics </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Trust and the Advisor have adopted codes of ethics pursuant to Rule <FONT STYLE="white-space:nowrap">17j-1</FONT> under the Investment
Company Act. These codes permit personnel subject to the codes to invest in securities, including securities that may be purchased or held by the Trust. These codes may be obtained by calling the SEC at (202)
<FONT STYLE="white-space:nowrap">551-8090.</FONT> These codes of ethics are available on the EDGAR Database on the SEC&#146;s website (http://www.sec.gov), and copies of these codes may be obtained, after paying a duplicating fee, by electronic
request at the following <FONT STYLE="white-space:nowrap">e-mail</FONT> address: publicinfo@sec.gov. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Other Information </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">BlackRock is independent in ownership and governance, with no single majority stockholder and a majority of independent directors. </P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="saitoc93447_6"></A>PORTFOLIO TRANSACTIONS AND BROKERAGE </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Subject to policies established by the Board, the Advisor is primarily responsible for the execution of the Trust&#146;s portfolio
transactions and the allocation of brokerage. The Advisor does not execute transactions through any particular broker or dealer, but seeks to obtain the best net results for the Trust, taking into account such factors as price (including the
applicable brokerage commission or dealer spread), size of order, difficulty of execution, operational facilities of the firm and the firm&#146;s risk and skill in positioning blocks of securities. While the Advisor generally seeks reasonable trade
execution costs, the Trust does not necessarily pay the lowest spread or commission available, and payment of the lowest commission or spread is not necessarily consistent with obtaining the best price and execution in particular transactions.
Subject to applicable legal requirements, the Advisor may select a broker based partly upon brokerage or research services provided to the Advisor and its clients, including the Trust. In return for such services, the Advisor may cause the Trust to
pay a higher commission than other brokers would charge if the Advisor determines in good faith that the commission is reasonable in relation to the services provided. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In selecting brokers or dealers to execute portfolio transactions, the Advisor seeks to obtain the best price and most favorable execution for
the Trust, taking into account a variety of factors including: (i)&nbsp;the size, nature and character of the security or instrument being traded and the markets in which it is purchased or sold; (ii)&nbsp;the desired timing of the transaction;
(iii)&nbsp;the Advisor&#146;s knowledge of the expected commission rates and spreads currently available; (iv)&nbsp;the activity existing and expected in the market for the particular security or instrument, including any anticipated execution
difficulties; (v)&nbsp;the full range of brokerage services provided; (vi)&nbsp;the broker&#146;s or dealer&#146;s capital; (vii)&nbsp;the quality of research and research services provided; (viii)&nbsp;the reasonableness of the commission, dealer
spread or its equivalent for the specific transaction; and (ix)&nbsp;the Advisor&#146;s knowledge of any actual or apparent operational problems of a broker or dealer. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Section&nbsp;28(e) of the Exchange Act (&#147;Section&nbsp;28(e)&#148;) permits an investment adviser, under certain circumstances, to cause
an account to pay a broker or dealer a commission for effecting a transaction that exceeds the amount another broker or dealer would have charged for effecting the same transaction in recognition of the value of brokerage and research services
provided by that broker or dealer. This includes commissions paid on riskless principal transactions under certain conditions. Brokerage and research 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">S-78 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
include: (1)&nbsp;furnishing advice as to the value of securities, including pricing and appraisal advice, credit analysis, risk measurement analysis, performance and other analysis, as well as
the advisability of investing in, purchasing or selling securities, and the availability of securities or purchasers or sellers of securities; (2)&nbsp;furnishing analyses and reports concerning issuers, industries, securities, economic factors and
trends, portfolio strategy, and the performance of accounts; and (3)&nbsp;effecting securities transactions and performing functions incidental to securities transactions (such as clearance, settlement, and custody). The Advisor believes that access
to independent investment research is beneficial to its investment decision-making processes and, therefore, to the Trust. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Advisor
may participate in client commission arrangements under which the Advisor may execute transactions through a broker-dealer and request that the broker-dealer allocate a portion of the commissions or commission credits to another firm that provides
research to the Advisor. The Advisor believes that research services obtained through soft dollar or commission sharing arrangements enhance its investment decision-making capabilities, thereby increasing the prospects for higher investment returns.
The Advisor will engage only in soft dollar or commission sharing transactions that comply with the requirements of Section&nbsp;28(e). The Advisor regularly evaluates the soft dollar products and services utilized, as well as the overall soft
dollar and commission sharing arrangements to ensure that trades are executed by firms that are regarded as best able to execute trades for client accounts, while at the same time providing access to the research and other services the Advisor views
as impactful to its trading results. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Advisor may utilize soft dollars and related services, including research (whether prepared by
the broker-dealer or prepared by a third-party and provided to the Advisor by the broker-dealer) and execution or brokerage services within applicable rules and the Advisor&#146;s policies to the extent that such permitted services do not compromise
the Advisor&#146;s ability to seek to obtain best execution. In this regard, the portfolio management investment and/or trading teams may consider a variety of factors, including the degree to which the broker-dealer: (a)&nbsp;provides access to
company management; (b)&nbsp;provides access to their analysts; (c)&nbsp;provides meaningful/insightful research notes on companies or other potential investments; (d)&nbsp;facilitates calls on which meaningful or insightful ideas about companies or
potential investments are discussed; (e)&nbsp;facilitates conferences at which meaningful or insightful ideas about companies or potential investments are discussed; or (f)&nbsp;provides research tools such as market data, financial analysis, and
other third party related research and brokerage tools that aid in the investment process. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Research-oriented services for which the
Advisor might pay with Trust commissions may be in written form or through direct contact with individuals and may include information as to particular companies or industries and securities or groups of securities, as well as market, economic, or
institutional advice and statistical information, political developments and technical market information that assists in the valuation of investments. Except as noted immediately below, research services furnished by brokers may be used in
servicing some or all client accounts and not all services may be used in connection with the Trust or account that paid commissions to the broker providing such services. In some cases, research information received from brokers by investment
company management personnel, or personnel principally responsible for the Advisor&#146;s individually managed portfolios, is not necessarily shared by and between such personnel. Any investment advisory or other fees paid by the Trust to the
Advisor are not reduced as a result of the Advisor&#146;s receipt of research services. In some cases, the Advisor may receive a service from a broker that has both a &#147;research&#148; and a
<FONT STYLE="white-space:nowrap">&#147;non-research&#148;</FONT> use. When this occurs the Advisor makes a good faith allocation, under all the circumstances, between the research and <FONT STYLE="white-space:nowrap">non-research</FONT> uses of the
service. The percentage of the service that is used for research purposes may be paid for with client commissions, while the Advisor will use its own funds to pay for the percentage of the service that is used for
<FONT STYLE="white-space:nowrap">non-research</FONT> purposes. In making this good faith allocation, the Advisor faces a potential conflict of interest, but the Advisor believes that its allocation procedures are reasonably designed to ensure that
it appropriately allocates the anticipated use of such services to their research and <FONT STYLE="white-space:nowrap">non-research</FONT> uses. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Payments of commissions to brokers who are affiliated persons of the Trust will be made in accordance with Rule
<FONT STYLE="white-space:nowrap">17e-1</FONT> under the Investment Company Act. </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-79 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">From time to time, the Trust may purchase new issues of securities in a fixed price offering. In
these situations, the broker may be a member of the selling group that will, in addition to selling securities, provide the Advisor with research services. The Financial Industry Regulatory Authority, Inc. has adopted rules expressly permitting
these types of arrangements under certain circumstances. Generally, the broker will provide research &#147;credits&#148; in these situations at a rate that is higher than that available for typical secondary market transactions. These arrangements
may not fall within the safe harbor of Section&nbsp;28(e). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Advisor does not consider sales of shares of the investment companies it
advises as a factor in the selection of brokers or dealers to execute portfolio transactions for the Trust; however, whether or not a particular broker or dealer sells shares of the investment companies advised by the Advisor neither qualifies nor
disqualifies such broker or dealer to execute transactions for those investment companies. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Trust anticipates that its brokerage
transactions involving foreign securities generally will be conducted primarily on the principal stock exchanges of the applicable country. Foreign equity securities may be held by the Trust in the form of depositary receipts, or other securities
convertible into foreign equity securities. Depositary receipts may be listed on stock exchanges, or traded in OTC markets in the United States or Europe, as the case may be. American Depositary Receipts, like other securities traded in the United
States, will be subject to negotiated commission rates. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Trust may invest in certain securities traded in the OTC market and intends
to deal directly with the dealers who make a market in the particular securities, except in those circumstances in which better prices and execution are available elsewhere. Under the Investment Company Act, persons affiliated with the Trust and
persons who are affiliated with such affiliated persons are prohibited from dealing with the Trust as principal in the purchase and sale of securities unless a permissive order allowing such transactions is obtained from the SEC. Since transactions
in the OTC market usually involve transactions with the dealers acting as principal for their own accounts, the Trust will not deal with affiliated persons in connection with such transactions. However, an affiliated person of the Trust may serve as
its broker in OTC transactions conducted on an agency basis provided that, among other things, the fee or commission received by such affiliated broker is reasonable and fair compared to the fee or commission received by <FONT
STYLE="white-space:nowrap">non-affiliated</FONT> brokers in connection with comparable transactions. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">OTC issues, including most
fixed-income securities such as corporate debt and U.S. Government securities, are normally traded on a &#147;net&#148; basis without a stated commission, through dealers acting for their own account and not as brokers. The Trust will primarily
engage in transactions with these dealers or deal directly with the issuer unless a better price or execution could be obtained by using a broker. Prices paid to a dealer with respect to both foreign and domestic securities will generally include a
&#147;spread,&#148; which is the difference between the prices at which the dealer is willing to purchase and sell the specific security at the time, and includes the dealer&#146;s normal profit. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Purchases of money market instruments by the Trust are made from dealers, underwriters and issuers. The Trust does not currently expect to
incur any brokerage commission expense on such transactions because money market instruments are generally traded on a &#147;net&#148; basis with dealers acting as principal for their own accounts without a stated commission. The price of the
security, however, usually includes a profit to the dealer. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Securities purchased in underwritten offerings include a fixed amount of
compensation to the underwriter, generally referred to as the underwriter&#146;s concession or discount. When securities are purchased or sold directly from or to an issuer, no commissions or discounts are paid. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Advisor may seek to obtain an undertaking from issuers of commercial paper or dealers selling commercial paper to consider the repurchase
of such securities from the Trust prior to maturity at their original cost plus interest (sometimes adjusted to reflect the actual maturity of the securities), if it believes that the Trust&#146;s anticipated need for liquidity makes such action
desirable. Any such repurchase prior to maturity reduces 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">S-80 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
possibility that the Trust would incur a capital loss in liquidating commercial paper, especially if interest rates have risen since acquisition of such commercial paper. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Investment decisions for the Trust and for other investment accounts managed by the Advisor are made independently of each other in light of
differing conditions. The Advisor allocates investments among client accounts in a fair and equitable manner. A variety of factors will be considered in making such allocations. These factors include: (i)&nbsp;investment objectives or strategies for
particular accounts, including sector, industry, country or region and capitalization weightings, (ii)&nbsp;tax considerations of an account, (iii)&nbsp;risk or investment concentration parameters for an account, (iv)&nbsp;supply or demand for a
security at a given price level, (v)&nbsp;size of available investment, (vi)&nbsp;cash availability and liquidity requirements for accounts, (vii)&nbsp;regulatory restrictions, (viii)&nbsp;minimum investment size of an account, (ix)&nbsp;relative
size of account, and (x)&nbsp;such other factors as may be approved by the Advisor&#146;s general counsel. Moreover, investments may not be allocated to one client account over another based on any of the following considerations: (i)&nbsp;to favor
one client account at the expense of another, (ii)&nbsp;to generate higher fees paid by one client account over another or to produce greater performance compensation to the Advisor, (iii)&nbsp;to develop or enhance a relationship with a client or
prospective client, (iv)&nbsp;to compensate a client for past services or benefits rendered to the Advisor or to induce future services or benefits to be rendered to the Advisor, or (v)&nbsp;to manage or equalize investment performance among
different client accounts. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Equity securities will generally be allocated among client accounts within the same investment mandate on a
pro rata basis. This <FONT STYLE="white-space:nowrap">pro-rata</FONT> allocation may result in the Trust receiving less of a particular security than if <FONT STYLE="white-space:nowrap">pro-ration</FONT> had not occurred. All allocations of equity
securities will be subject, where relevant, to share minimums established for accounts and compliance constraints. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Initial public
offerings of securities may be over-subscribed and subsequently trade at a premium in the secondary market. When the Advisor is given an opportunity to invest in such an initial offering or &#147;new&#148; or &#147;hot&#148; issue, the supply of
securities available for client accounts is often less than the amount of securities the accounts would otherwise take. In order to allocate these investments fairly and equitably among client accounts over time, each portfolio manager or a member
of his or her respective investment team will indicate to the Advisor&#146;s trading desk their level of interest in a particular offering with respect to eligible client accounts for which that team is responsible. Initial public offerings of U.S.
equity securities will be identified as eligible for particular client accounts that are managed by portfolio teams who have indicated interest in the offering based on market capitalization of the issuer of the security and the investment mandate
of the client account and in the case of international equity securities, the country where the offering is taking place and the investment mandate of the client account. Generally, shares received during the initial public offering will be
allocated among participating client accounts within each investment mandate on a pro rata basis. In situations where supply is too limited to be allocated among all accounts for which the investment is eligible, portfolio managers may rotate such
investment opportunities among one or more accounts so long as the rotation system provides for fair access for all client accounts over time. Other allocation methodologies that are considered by the Advisor to be fair and equitable to clients may
be used as well. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Because different accounts may have differing investment objectives and policies, the Advisor may buy and sell the same
securities at the same time for different clients based on the particular investment objective, guidelines and strategies of those accounts. For example, the Advisor may decide that it may be entirely appropriate for a growth fund to sell a security
at the same time a value fund is buying that security. To the extent that transactions on behalf of more than one client of the Advisor or its affiliates during the same period may increase the demand for securities being purchased or the supply of
securities being sold, there may be an adverse effect on price. For example, sales of a security by the Advisor on behalf of one or more of its clients may decrease the market price of such security, adversely impacting other of the Advisor&#146;s
clients that still hold the security. If purchases or sales of securities arise for consideration at or about the same time that would involve the Trust or other clients or funds for which the Advisor or an affiliate act as investment manager,
transactions in such securities will be made, insofar as feasible, for the respective funds and clients in a manner deemed equitable to 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">S-81 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In certain instances, the Advisor may find it efficient for purposes of seeking to obtain best
execution, to aggregate or &#147;bunch&#148; certain contemporaneous purchases or sale orders of its advisory accounts. In general, all contemporaneous trades for client accounts under management by the same portfolio manager or investment team will
be bunched in a single order if the trader believes the bunched trade would provide each client with an opportunity to achieve a more favorable execution at a potentially lower execution cost. The costs associated with a bunched order will be shared
pro rata among the clients in the bunched order. Generally, if an order for a particular portfolio manager or management team is filled at several different prices through multiple trades, all accounts participating in the order will receive the
average price except in the case of certain international markets where average pricing is not permitted. While in some cases this practice could have a detrimental effect upon the price or value of the security as far as the Trust is concerned, in
other cases it could be beneficial to the Trust. Transactions effected by the Advisor on behalf of more than one of its clients during the same period may increase the demand for securities being purchased or the supply of securities being sold,
causing an adverse effect on price. The trader will give the bunched order to the broker dealer that the trader has identified as being able to provide the best execution of the order. Orders for purchase or sale of securities will be placed within
a reasonable amount of time of the order receipt and bunched orders will be kept bunched only long enough to execute the order. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Trust
will not purchase securities during the existence of any underwriting or selling group relating to such securities of which the Advisor or any affiliated person (as defined in the Investment Company Act) thereof is a member except pursuant to
procedures adopted by the Board in accordance with Rule <FONT STYLE="white-space:nowrap">10f-3</FONT> under the Investment Company Act. In no instance will portfolio securities be purchased from or sold to the Advisor or any affiliated person of the
foregoing entities except as permitted by SEC exemptive order or by applicable law. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">While the Trust generally does not expect to engage
in trading for short-term gains, it will effect portfolio transactions without regard to any holding period if, in the Advisor&#146;s judgment, such transactions are advisable in light of a change in circumstances of a particular company or within a
particular industry or in general market, economic or financial conditions. The portfolio turnover rate is calculated by dividing the lesser of the Trust&#146;s annual sales or purchases of portfolio securities (exclusive of purchases or sales of
U.S. Government securities and all other securities whose maturities at the time of acquisition were one year or less) by the monthly average value of the securities in the portfolio during the year. A high rate of portfolio turnover results in
certain tax consequences, such as increased capital gain dividends and/or ordinary income dividends, and in correspondingly greater transaction costs in the form of dealer spreads and brokerage commissions, which are borne directly by the Trust.
</P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="saitoc93447_7"></A>CONFLICTS OF INTEREST </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Certain activities of BlackRock, Inc., the Advisor and the other subsidiaries of BlackRock, Inc. (collectively referred to in this section as
&#147;BlackRock&#148;) and their respective directors, officers or employees, with respect to the Trust and/or other accounts managed by BlackRock, may give rise to actual or perceived conflicts of interest such as those described below. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">BlackRock is one of the world&#146;s largest asset management firms. BlackRock, its subsidiaries and their respective directors, officers and
employees, including the business units or entities and personnel who may be involved in the investment activities and business operations of the Trust, are engaged worldwide in businesses, including managing equities, fixed-income securities, cash
and alternative investments, and other financial services, and have interests other than that of managing the Trust. These are considerations of which investors in the Trust should be aware, and which may cause conflicts of interest that could
disadvantage the Trust and its shareholders. These businesses and interests include potential multiple advisory, transactional, financial and other relationships with, or interests in companies and interests in securities or other instruments that
may be purchased or sold by 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">S-82 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">BlackRock has proprietary interests in, and may manage or advise with respect to, accounts or
funds (including separate accounts and other funds and collective investment vehicles) that have investment objectives similar to those of the Trust and/or that engage in transactions in the same types of securities, currencies and instruments as
the Trust. BlackRock is also a major participant in the global currency, equities, swap and fixed-income markets, in each case, for the accounts of clients and, in some cases, on a proprietary basis. As such, BlackRock is or may be actively engaged
in transactions in the same securities, currencies, and instruments in which the Trust invests. Such activities could affect the prices and availability of the securities, currencies, and instruments in which the Trust invests, which could have an
adverse impact on the Trust&#146;s performance. Such transactions, particularly in respect of most proprietary accounts or client accounts, will be executed independently of the Trust&#146;s transactions and thus at prices or rates that may be more
or less favorable than those obtained by the Trust. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">When BlackRock seeks to purchase or sell the same assets for client accounts,
including the Trust, the assets actually purchased or sold may be allocated among the accounts on a basis determined in its good faith discretion to be equitable. In some cases, this system may adversely affect the size or price of the assets
purchased or sold for the Trust. In addition, transactions in investments by one or more other accounts managed by BlackRock may have the effect of diluting or otherwise disadvantaging the values, prices or investment strategies of the Trust,
particularly, but not limited to, with respect to small capitalization, emerging market or less liquid strategies. This may occur with respect to BlackRock-advised accounts when investment decisions regarding the Trust are based on research or other
information that is also used to support decisions for other accounts. When BlackRock implements a portfolio decision or strategy on behalf of another account ahead of, or contemporaneously with, similar decisions or strategies for the Trust, market
impact, liquidity constraints, or other factors could result in the Trust receiving less favorable trading results and the costs of implementing such decisions or strategies could be increased or the Trust could otherwise be disadvantaged. BlackRock
may, in certain cases, elect to implement internal policies and procedures designed to limit such consequences, which may cause the Trust to be unable to engage in certain activities, including purchasing or disposing of securities, when it might
otherwise be desirable for it to do so. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Conflicts may also arise because portfolio decisions regarding the Trust may benefit other
accounts managed by BlackRock. For example, the sale of a long position or establishment of a short position by the Trust may impair the price of the same security sold short by (and therefore benefit) BlackRock or its other accounts or funds, and
the purchase of a security or covering of a short position in a security by the Trust may increase the price of the same security held by (and therefore benefit) BlackRock or its other accounts or funds. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">BlackRock, on behalf of other client accounts, on the one hand, and the Trust, on the other hand, may invest in or extend credit to different
parts of the capital structure of a single issuer. BlackRock may pursue rights, provide advice or engage in other activities, or refrain from pursuing rights, providing advice or engaging in other activities, on behalf of other clients with respect
to an issuer in which the Trust has invested, and such actions (or refraining from action) may have a material adverse effect on the Trust. In situations in which clients of BlackRock (including the Trust) hold positions in multiple parts of the
capital structure of an issuer, BlackRock may not pursue certain actions or remedies that may be available to the Trust, as a result of legal and regulatory requirements or otherwise. BlackRock address<B>es</B> these and other potential conflicts of
interest based on the facts and circumstances of particular situations. For example, BlackRock may determine to rely on information barriers between different business units or portfolio management teams. BlackRock may also determine to rely on the
actions of similarly situated holders of loans or securities rather than, or in connection with, taking such actions itself on behalf of the Trust. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In addition, to the extent permitted by applicable law, the Trust may invest its assets in other funds advised by BlackRock, including funds
that are managed by one or more of the same portfolio managers, which could result in conflicts of interest relating to asset allocation, timing of Trust purchases and redemptions, and increased remuneration and profitability for BlackRock and/or
its personnel, including 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">S-83 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In certain circumstances, BlackRock, on behalf of the Trust, may seek to buy from or sell
securities to another fund or account advised by BlackRock. BlackRock may (but is not required to) effect purchases and sales between BlackRock clients (&#147;cross trades&#148;), including the Trust, if BlackRock believes such transactions are
appropriate based on each party&#146;s investment objectives and guidelines, subject to applicable law and regulation. There may be potential conflicts of interest or regulatory issues relating to these transactions which could limit
BlackRock&#146;s decision to engage in these transactions for the Trust. BlackRock may have a potentially conflicting division of loyalties and responsibilities to the parties in such transactions. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">BlackRock and its clients may pursue or enforce rights with respect to an issuer in which the Trust has invested, and those activities may
have an adverse effect on the Trust. As a result, prices, availability, liquidity and terms of the Trust&#146;s investments may be negatively impacted by the activities of BlackRock or its clients, and transactions for the Trust may be impaired or
effected at prices or terms that may be less favorable than would otherwise have been the case. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The results of the Trust&#146;s
investment activities may differ significantly from the results achieved by BlackRock for its proprietary accounts or other accounts (including investment companies or collective investment vehicles) which it manages or advises. It is possible that
one or more accounts managed or advised by BlackRock and such other accounts will achieve investment results that are substantially more or less favorable than the results achieved by the Trust. Moreover, it is possible that the Trust will sustain
losses during periods in which one or more proprietary or other accounts managed or advised by BlackRock achieve significant profits. The opposite result is also possible. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">From time to time, the Trust may be restricted from purchasing or selling securities, or from engaging in other investment activities because
of regulatory, legal or contractual requirements applicable to BlackRock or other accounts managed or advised by BlackRock, and/or the internal policies of BlackRock designed to comply with such requirements. As a result, there may be periods, for
example, when BlackRock will not initiate or recommend certain types of transactions in certain securities or instruments with respect to which BlackRock is performing services or when position limits have been reached. For example, the investment
activities of BlackRock for its proprietary accounts and accounts under its management may limit the investment opportunities for the Trust in certain emerging and other markets in which limitations are imposed upon the amount of investment, in the
aggregate or in individual issuers, by affiliated foreign investors. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In connection with its management of the Trust, BlackRock may have
access to certain fundamental analysis and proprietary technical models developed by BlackRock. BlackRock will not be under any obligation, however, to effect transactions on behalf of the Trust in accordance with such analysis and models. In
addition, BlackRock will not have any obligation to make available any information regarding its proprietary activities or strategies, or the activities or strategies used for other accounts managed by them, for the benefit of the management of the
Trust and it is not anticipated that BlackRock will have access to such information for the purpose of managing the Trust. The proprietary activities or portfolio strategies of BlackRock, or the activities or strategies used for accounts managed by
BlackRock or other client accounts could conflict with the transactions and strategies employed by BlackRock in managing the Trust. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In
addition, certain principals and certain employees of the Advisor are also principals or employees of other business units or entities within BlackRock. As a result, these principals and employees may have obligations to such other business units or
entities or their clients and such obligations to other business units or entities or their clients may be a consideration of which investors in the Trust should be aware. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">BlackRock may enter into transactions and invest in securities, instruments and currencies on behalf of the Trust in which clients of
BlackRock, or, to the extent permitted by the SEC and applicable law, BlackRock, serves as the counterparty, principal or issuer. In such cases, such party&#146;s interests in the transaction will be adverse to the interests of the Trust, and such
party may have no incentive to assure that the Trust obtains the best possible prices or terms in connection with the transactions. In addition, the purchase, holding and sale of such investments by the Trust may enhance the profitability of
BlackRock. </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-84 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">BlackRock may also create, write or issue derivatives for its clients, the underlying securities,
currencies or instruments of which may be those in which the Trust invests or which may be based on the performance of the Trust. BlackRock has entered into an arrangement with Markit Indices Limited, the index provider for underlying fixed-income
indexes used by certain iShares ETFs, related to derivative fixed-income products that are based on such iShares ETFs. BlackRock will receive certain payments for licensing intellectual property belonging to BlackRock and for facilitating provision
of data in connection with such derivative products, which may include payments based on the trading volumes of, or revenues generated by, the derivative products. The Trust and other accounts managed by BlackRock may from time to time transact in
such derivative products where permitted by the Trust&#146;s investment strategy, which could contribute to the viability of such derivative products by making them more appealing to funds and accounts managed by third parties, and in turn lead to
increased payments to BlackRock. Trading activity in these derivative products could also potentially lead to greater liquidity for such products, increased purchase activity with respect to these iShares ETFs and increased assets under management
for BlackRock. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Trust may, subject to applicable law, purchase investments that are the subject of an underwriting or other
distribution by BlackRock and may also enter into transactions with other clients of BlackRock where such other clients have interests adverse to those of the Trust. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">At times, these activities may cause business units or entities within BlackRock to give advice to clients that may cause these clients to
take actions adverse to the interests of the Trust. To the extent such transactions are permitted, the Trust will deal with BlackRock on an arms-length basis. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">To the extent authorized by applicable law, BlackRock may act as broker, dealer, agent, lender or adviser or in other commercial capacities
for the Trust. It is anticipated that the commissions, <FONT STYLE="white-space:nowrap">mark-ups,</FONT> mark-downs, financial advisory fees, underwriting and placement fees, sales fees, financing and commitment fees, brokerage fees, other fees,
compensation or profits, rates, terms and conditions charged by BlackRock will be in its view commercially reasonable, although BlackRock, including its sales personnel, will have an interest in obtaining fees and other amounts that are favorable to
BlackRock and such sales personnel, which may have an adverse effect on the Trust. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Subject to applicable law, BlackRock (and its
personnel and other distributors) will be entitled to retain fees and other amounts that they receive in connection with their service to the Trust as broker, dealer, agent, lender, adviser or in other commercial capacities. No accounting to the
Trust or its shareholders will be required, and no fees or other compensation payable by the Trust or its shareholders will be reduced by reason of receipt by BlackRock of any such fees or other amounts. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">When BlackRock acts as broker, dealer, agent, adviser or in other commercial capacities in relation to the Trust, BlackRock may take
commercial steps in its own interests, which may have an adverse effect on the Trust. The Trust will be required to establish business relationships with its counterparties based on the Trust&#146;s own credit standing. BlackRock will not have any
obligation to allow its credit to be used in connection with the Trust&#146;s establishment of its business relationships, nor is it expected that the Trust&#146;s counterparties will rely on the credit of BlackRock in evaluating the Trust&#146;s
creditworthiness. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">BlackRock Investment Management, LLC (&#147;BIM&#148;), an affiliate of BlackRock, pursuant to SEC exemptive relief,
acts as securities lending agent to, and receives a share of securities lending revenues from, the Trust. BIM may receive compensation for managing the reinvestment of the cash collateral from securities lending. There are potential conflicts of
interests in managing a securities lending program, including but not limited to: (i)&nbsp;BIM as securities lending agent may have an incentive to increase or decrease the amount of securities on loan or to lend particular securities in order to
generate additional risk-adjusted revenue for BIM and its affiliates; and (ii)&nbsp;BIM as securities lending agent may have an incentive to allocate loans to clients that would provide more revenue to BIM. As described further below, BIM seeks to
mitigate this conflict by providing its securities lending clients with equal lending opportunities over time in order to approximate <FONT STYLE="white-space:nowrap">pro-rata</FONT> 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">S-85 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">As part of its securities lending program, BlackRock indemnifies certain clients and/or funds
against a shortfall in collateral in the event of borrower default. BlackRock calculates, on a regular basis, its potential dollar exposure to the risk of collateral shortfall upon counterparty default (&#147;shortfall risk&#148;) under the
securities lending program for both indemnified and <FONT STYLE="white-space:nowrap">non-indemnified</FONT> clients. On a periodic basis, BlackRock also determines the maximum amount of potential indemnified shortfall risk arising from securities
lending activities (&#147;indemnification exposure limit&#148;) and the maximum amount of counterparty-specific credit exposure (&#147;credit limits&#148;) BlackRock is willing to assume as well as the program&#146;s operational complexity.
BlackRock oversees the risk model that calculates projected shortfall values using loan-level factors such as loan and collateral type and market value as well as specific borrower counterparty credit characteristics. When necessary, BlackRock may
further adjust other securities lending program attributes by restricting eligible collateral or reducing counterparty credit limits. As a result, the management of the indemnification exposure limit may affect the amount of securities lending
activity BlackRock may conduct at any given point in time and impact indemnified and <FONT STYLE="white-space:nowrap">non-indemnified</FONT> clients by reducing the volume of lending opportunities for certain loans (including by asset type,
collateral type and/or revenue profile). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">BlackRock uses a predetermined systematic process in order to approximate pro rata allocation
over time. In order to allocate a loan to a portfolio: (i)&nbsp;BlackRock as a whole must have sufficient lending capacity pursuant to the various program limits (i.e. indemnification exposure limit and counterparty credit limits); (ii) the lending
portfolio must hold the asset at the time a loan opportunity arrives; and (iii)&nbsp;the lending portfolio must also have enough inventory, either on its own or when aggregated with other portfolios into one single market delivery, to satisfy the
loan request. In doing so, BlackRock seeks to provide equal lending opportunities for all portfolios, independent of whether BlackRock indemnifies the portfolio. Equal opportunities for lending portfolios does not guarantee equal outcomes.
Specifically, short and long-term outcomes for individual clients may vary due to asset mix, asset/liability spreads on different securities, and the overall limits imposed by the firm. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Purchases and sales of securities and other assets for the Trust may be bunched or aggregated with orders for other BlackRock client accounts,
including with accounts that pay different transaction costs solely due to the fact that they have different research payment arrangements. BlackRock, however, is not required to bunch or aggregate orders if portfolio management decisions for
different accounts are made separately, or if they determine that bunching or aggregating is not practicable or required, or in cases involving client direction. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Prevailing trading activity frequently may make impossible the receipt of the same price or execution on the entire volume of securities
purchased or sold. When this occurs, the various prices may be averaged, and the Trust will be charged or credited with the average price. Thus, the effect of the aggregation may operate on some occasions to the disadvantage of the Trust. In
addition, under certain circumstances, the Trust will not be charged the same commission or commission equivalent rates in connection with a bunched or aggregated order. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">As discussed in the section entitled &#147;Portfolio Transactions and Brokerage&#148; in this SAI, BlackRock, unless prohibited by applicable
law, may cause the Trust or account to pay a broker or dealer a commission for effecting a transaction that exceeds the amount another broker or dealer would have charged for effecting the same transaction in recognition of the value of brokerage
and research services provided by that broker or dealer. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Subject to applicable law, BlackRock may select brokers that furnish BlackRock,
the Trust, other BlackRock client accounts or personnel, directly or through correspondent relationships, with research or other appropriate services which provide, in BlackRock&#146;s view, appropriate assistance to BlackRock in the investment
decision-making process (including with respect to futures, fixed-price offerings and OTC transactions). Such research or other services may include, to the extent permitted by law, research reports on companies, industries and securities; economic
and financial data; financial publications; proxy analysis; trade industry seminars; computer data bases; research-oriented software and other services and products. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Research or other services obtained in this manner may be used in servicing any or all of the Trust and other BlackRock client accounts,
including in connection with BlackRock client accounts other than those that pay </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-86 </P>


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commissions to the broker relating to the research or other service arrangements. Such products and services may disproportionately benefit other BlackRock client accounts relative to the Trust
based on the amount of brokerage commissions paid by the Trust and such other BlackRock client accounts. For example, research or other services that are paid for through one client&#146;s commissions may not be used in managing that client&#146;s
account. In addition, other BlackRock client accounts may receive the benefit, including disproportionate benefits, of economies of scale or price discounts in connection with products and services that may be provided to the Trust and to such other
BlackRock client accounts. To the extent that BlackRock uses soft dollars, it will not have to pay for those products and services itself. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">BlackRock, unless prohibited by applicable law, may endeavor to execute trades through brokers who, pursuant to such arrangements, provide
research or other services in order to ensure the continued receipt of research or other services BlackRock believes are useful in its investment decision-making process. BlackRock may from time to time choose not to engage in the above described
arrangements to varying degrees. BlackRock, unless prohibited by applicable law, may also enter into commission sharing arrangements under which BlackRock may execute transactions through a broker-dealer and request that the broker-dealer allocate a
portion of the commissions or commission credits to another firm that provides research to BlackRock. To the extent that BlackRock engages in commission sharing arrangements, many of the same conflicts related to traditional soft dollars may exist.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">BlackRock may utilize certain electronic crossing networks (&#147;ECNs&#148;) (including, without limitation, ECNs in which BlackRock has
an investment or other interest, to the extent permitted by applicable law) in executing client securities transactions for certain types of securities. These ECNs may charge fees for their services, including access fees and transaction fees. The
transaction fees, which are similar to commissions or markups/markdowns, will generally be charged to clients and, like commissions and markups/markdowns, would generally be included in the cost of the securities purchased. Access fees may be paid
by BlackRock even though incurred in connection with executing transactions on behalf of clients, including the Trust. In certain circumstances, ECNs may offer volume discounts that will reduce the access fees typically paid by BlackRock. BlackRock
will only utilize ECNs consistent with its obligation to seek to obtain best execution in client transactions. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">BlackRock owns a minority
interest in, and is a member of, Members Exchange (&#147;MEMX&#148;), a newly created U.S. stock exchange. Transactions for a Fund may be executed on MEMX if third party brokers select MEMX as the appropriate venue for execution of orders placed by
BlackRock traders on behalf of client portfolios. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">BlackRock has adopted policies and procedures designed to prevent conflicts of interest
from influencing proxy voting decisions that it makes on behalf of advisory clients, including the Trust, and to help ensure that such decisions are made in accordance with BlackRock&#146;s fiduciary obligations to its clients. Nevertheless,
notwithstanding such proxy voting policies and procedures, actual proxy voting decisions of BlackRock may have the effect of favoring the interests of other clients or businesses of other divisions or units of BlackRock, provided that BlackRock
believes such voting decisions to be in accordance with its fiduciary obligations. For a more detailed discussion of these policies and procedures, see Appendix B. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">It is possible that the Trust may invest in securities of, or engage in transactions with, companies in which BlackRock has significant debt
or equity investments or other interests. The Trust may also invest in issuances (such as structured notes) by entities for which BlackRock provides and is compensated for cash management services relating to the proceeds from the sale of such
issuances. In making investment decisions for the Trust, BlackRock is not permitted to obtain or use material <FONT STYLE="white-space:nowrap">non-public</FONT> information acquired by any unit of BlackRock, in the course of these activities. In
addition, from time to time, the activities of BlackRock may limit the Trust&#146;s flexibility in purchases and sales of securities. As indicated below, BlackRock may engage in transactions with companies in which BlackRock-advised funds or other
clients of BlackRock have an investment. </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-87 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">BlackRock and Chubb Limited (&#147;Chubb&#148;), a public company whose securities are held by
BlackRock-advised funds and other accounts, partially funded the creation of a <FONT STYLE="white-space:nowrap">re-insurance</FONT> company (&#147;Re Co&#148;) pursuant to which each has approximately a 9.9% ownership interest and each has
representation on the board of directors. Certain employees and executives of BlackRock have a less than 1/2 of 1% ownership interest in Re Co. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">BlackRock manages the investment portfolio of Re Co, which is held in a wholly-owned subsidiary. Re Co participates as a reinsurer with
reinsurance contracts underwritten by subsidiaries of Chubb. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">BlackRock may provide valuation assistance to certain clients with respect
to certain securities or other investments and the valuation recommendations made for such clients&#146; accounts may differ from the valuations for the same securities or investments assigned by the Trust&#146;s pricing vendors, especially if such
valuations are based on broker-dealer quotes or other data sources unavailable to the Trust&#146;s pricing vendors. While BlackRock will generally communicate its valuation information or determinations to the Trust&#146;s pricing vendors and/or
fund accountants, there may be instances where the Trust&#146;s pricing vendors or fund accountants assign a different valuation to a security or other investment than the valuation for such security or investment determined or recommended by
BlackRock. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">As disclosed in more detail in &#147;Net Asset Value&#148; in the prospectus, when market quotations are not readily available
or are believed by BlackRock to be unreliable, the Trust&#146;s investments are valued at fair value by BlackRock, in accordance with procedures adopted by the Board. When determining a &#147;fair value price,&#148; BlackRock seeks to determine the
price that the Trust might reasonably expect to receive from the current sale of that asset or liability in an <FONT STYLE="white-space:nowrap">arm&#146;s-length</FONT> transaction. The price generally may not be determined based on what the Trust
might reasonably expect to receive for selling an asset or liability at a later time or if it holds the asset or liability to maturity. While fair value determinations will be based upon all available factors that BlackRock deems relevant at the
time of the determination, and may be based on analytical values determined by BlackRock using proprietary or third party valuation models, fair value represents only a good faith approximation of the value of an asset or liability. The fair value
of one or more assets or liabilities may not, in retrospect, be the price at which those assets or liabilities could have been sold during the period in which the particular fair values were used in determining the Trust&#146;s NAV. As a result, the
Trust&#146;s sale or repurchase of its shares at NAV, at a time when a holding or holdings are valued by BlackRock (pursuant to Board-adopted procedures) at fair value, may have the effect of diluting or increasing the economic interest of existing
shareholders and may affect the amount of revenue received by BlackRock with respect to services for which it receives an asset-based fee. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">To the extent permitted by applicable law, the Trust may invest all or some of its short-term cash investments in any money market fund or
similarly-managed private fund advised or managed by BlackRock. In connection with any such investments, the Trust, to the extent permitted by the Investment Company Act, may pay its share of expenses of a money market fund or other
similarly-managed private fund in which it invests, which may result in the Trust bearing some additional expenses. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">BlackRock and its
directors, officers and employees, may buy and sell securities or other investments for their own accounts and may have conflicts of interest with respect to investments made on behalf of the Trust. As a result of differing trading and investment
strategies or constraints, positions may be taken by directors, officers and employees of BlackRock that are the same, different from or made at different times than positions taken for the Trust. To lessen the possibility that the Trust will be
adversely affected by this personal trading, the Trust and the Advisor each have adopted a Code of Ethics in compliance with Section&nbsp;17(j) of the Investment Company Act that restricts securities trading in the personal accounts of investment
professionals and others who normally come into possession of information regarding the Trust&#146;s portfolio transactions. Each Code of Ethics is also available on the EDGAR Database on the SEC&#146;s Internet site at http://www.sec.gov, and
copies may be obtained, after paying a duplicating fee, by <FONT STYLE="white-space:nowrap">e-mail</FONT> at publicinfo@sec.gov. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">BlackRock will not purchase securities or other property from, or sell securities or other property to, the Trust, except that the Trust may
in accordance with rules or guidance adopted under the Investment Company </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-88 </P>


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Act engage in transactions with another fund or accounts that are affiliated with the Trust as a result of common officers, directors, or investment advisers or pursuant to exemptive orders
granted to the Trust and/or BlackRock by the SEC. These transactions would be effected in circumstances in which BlackRock determined that it would be appropriate for the Trust to purchase and another client of BlackRock to sell, or the Trust to
sell and another client of BlackRock to purchase, the same security or instrument on the same day. From time to time, the activities of the Trust may be restricted because of regulatory requirements applicable to BlackRock and/or BlackRock&#146;s
internal policies designed to comply with, limit the applicability of, or otherwise relate to such requirements. A client not advised by BlackRock would not be subject to some of those considerations. There may be periods when BlackRock may not
initiate or recommend certain types of transactions, or may otherwise restrict or limit its advice in certain securities or instruments issued by or related to companies for which BlackRock is performing advisory or other services or has proprietary
positions. For example, when BlackRock is engaged to provide advisory or risk management services for a company, BlackRock may be prohibited from or limited in purchasing or selling securities of that company on behalf of the Trust, particularly
where such services result in BlackRock obtaining material <FONT STYLE="white-space:nowrap">non-public</FONT> information about the company (e.g., in connection with participation in a creditors&#146; committee). Similar situations could arise if
personnel of BlackRock serve as directors of companies the securities of which the Trust wishes to purchase or sell. However, if permitted by applicable law, and where consistent with BlackRock&#146;s policies and procedures (including the necessary
implementation of appropriate information barriers), the Trust may purchase securities or instruments that are issued by such companies, are the subject of an advisory or risk management assignment by BlackRock, or where personnel of BlackRock are
directors or officers of the issuer. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The investment activities of BlackRock for its proprietary accounts and for client accounts may also
limit the investment strategies and rights of the Trust. For example, in certain circumstances where the Trust invests in securities issued by companies that operate in certain regulated industries, in certain emerging or international markets, or
are subject to corporate or regulatory ownership restrictions, or invest in certain futures and derivative transactions, there may be limits on the aggregate amount invested by BlackRock for its proprietary accounts and for client accounts
(including the Trust) that may not be exceeded without the grant of a license or other regulatory or corporate consent, or, if exceeded, may cause BlackRock, the Trust or other client accounts to suffer disadvantages or business restrictions. If
certain aggregate ownership thresholds are reached or certain transactions undertaken, the ability of BlackRock on behalf of clients (including the Trust) to purchase or dispose of investments, or exercise rights or undertake business transactions,
may be restricted by regulation or otherwise impaired. As a result, BlackRock on behalf of its clients (including the Trust) may limit purchases, sell existing investments, or otherwise restrict, forgo or limit the exercise of rights (including
transferring, outsourcing or limiting voting rights or forgoing the right to receive dividends) when BlackRock, in its sole discretion, deems it appropriate in light of potential regulatory or other restrictions on ownership or other consequences
resulting from reaching investment thresholds. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In those circumstances where ownership thresholds or limitations must be observed,
BlackRock seeks to allocate limited investment opportunities equitably among clients (including the Trust), taking into consideration benchmark weight and investment strategy. When ownership in certain securities nears an applicable threshold,
BlackRock may limit purchases in such securities to the issuer&#146;s weighting in the applicable benchmark used by BlackRock to manage the Trust. If client (including Trust) holdings of an issuer exceed an applicable threshold and BlackRock is
unable to obtain relief to enable the continued holding of such investments, it may be necessary to sell down these positions to meet the applicable limitations. In these cases, benchmark overweight positions will be sold prior to benchmark
positions being reduced to meet applicable limitations. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In addition to the foregoing, other ownership thresholds may trigger reporting
requirements to governmental and regulatory authorities, and such reports may entail the disclosure of the identity of a client or BlackRock&#146;s intended strategy with respect to such security or asset. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">BlackRock may maintain securities indices. To the extent permitted by applicable laws, the Trust may seek to license and use such indices as
part of their investment strategy. Index based funds that seek to track 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">S-89 </P>


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performance of securities indices also may use the name of the index or index provider in the fund name. Index providers, including BlackRock (to the extent permitted by applicable law), may be
paid licensing fees for use of their index or index name. BlackRock is not obligated to license its indices to the Trust and the Trust is under no obligation to use BlackRock indices. The Trust cannot be assured that the terms of any index licensing
agreement with BlackRock will be as favorable as those terms offered to other licensees. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">BlackRock may enter into contractual
arrangements with third-party service providers to the Trust (e.g., custodians, administrators and index providers) pursuant to which BlackRock receives fee discounts or concessions in recognition of BlackRock&#146;s overall relationship with such
service providers. To the extent that BlackRock is responsible for paying these service providers out of its management fee, the benefits of any such fee discounts or concessions may accrue, in whole or in part, to BlackRock. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">BlackRock owns or has an ownership interest in certain trading, portfolio management, operations and/or information systems used by Trust
service providers. These systems are, or will be, used by the Trust service provider in connection with the provision of services to accounts managed by BlackRock and funds managed and sponsored by BlackRock, including the Trust, that engage the
service provider (typically the custodian). The Trust&#146;s service provider remunerates BlackRock for the use of the systems. The Trust&#146;s service provider&#146;s payments to BlackRock for the use of these systems may enhance the profitability
of BlackRock. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">BlackRock&#146;s receipt of fees from a service provider in connection with the use of systems provided by BlackRock may
create an incentive for BlackRock to recommend that the Trust enter into or renew an arrangement with the service provider. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In
recognition of a BlackRock client&#146;s overall relationship with BlackRock, BlackRock may offer special pricing arrangements for certain services provided by BlackRock. Any such special pricing arrangements will not affect Trust fees and expenses
applicable to such client&#146;s investment in the Trust. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Present and future activities of BlackRock and its directors, officers and
employees, in addition to those described in this section, may give rise to additional conflicts of interest. </P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="saitoc93447_8"></A>DESCRIPTION OF SHARES </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Common Shares </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Trust intends to hold
annual meetings of shareholders so long as the common shares are listed on a national securities exchange, such meetings are required as a condition to such listing and as otherwise required by its governing documents. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Preferred Shares </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Trust currently
does not intend to issue preferred shares. Although the terms of any preferred shares that the Trust might issue in the future, including dividend rate, liquidation preference and redemption provisions, will be determined by the Board, subject to
applicable law and the Agreement and Declaration of Trust, it is likely that any such preferred shares issued would be structured to carry a relatively short-term dividend rate reflecting interest rates on short-term debt securities, by providing
for the periodic redetermination of the dividend rate at relatively short intervals through a fixed spread or remarketing procedure, subject to a maximum rate which would increase over time in the event of an extended period of unsuccessful
remarketing. The Trust also believes that it is likely that the liquidation preference, voting rights and redemption provisions of any such preferred shares would be similar to those stated below. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>Liquidation Preference</I>. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Trust, the holders
of preferred shares will be entitled to receive a preferential liquidating distribution, </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-90 </P>


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which would be expected to equal the original purchase price per preferred share plus accrued and unpaid dividends, whether or not declared, before any distribution of assets is made to holders
of common shares. After payment of the full amount of the liquidating distribution to which they are entitled, the holders of preferred shares would not be entitled to any further participation in any distribution of assets by the Trust. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>Voting Rights</I>. The Investment Company Act requires that the holders of any preferred shares, voting separately as a single class, have
the right to elect at least two Trustees at all times. The remaining Trustees will be elected by holders of common shares and preferred shares, voting together as a single class. In addition, subject to the prior rights, if any, of the holders of
any other class of senior securities outstanding, the holders of any preferred shares have the right to elect a majority of the Trustees at any time two years&#146; dividends on any preferred shares are unpaid. The Investment Company Act also
requires that, in addition to any approval by shareholders that might otherwise be required, the approval of the holders of a majority of any outstanding preferred shares, voting separately as a class, would be required to (1)&nbsp;adopt any plan of
reorganization that would adversely affect the preferred shares, and (2)&nbsp;take any action requiring a vote of security holders under Section&nbsp;13(a) of the Investment Company Act, including, among other things, changes in the Trust&#146;s <FONT
STYLE="white-space:nowrap">sub-classification</FONT> as a <FONT STYLE="white-space:nowrap">closed-end</FONT> investment company or changes in its fundamental investment restrictions. See &#147;Certain Provisions in the Agreement and Declaration of
Trust and Bylaws&#148; in the prospectus. As a result of these voting rights, the Trust&#146;s ability to take any such actions may be impeded to the extent that there are any preferred shares outstanding. The Board presently intends that, except as
otherwise indicated in the prospectus or this SAI and except as otherwise required by applicable law, holders of any preferred shares will have equal voting rights with holders of common shares (one vote per share, unless otherwise required by the
Investment Company Act) and will vote together with holders of common shares as a single class. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The affirmative vote of the holders of a
majority of any outstanding preferred shares, voting as a separate class, would be required to amend, alter or repeal any of the preferences, rights or powers of holders of preferred shares so as to affect materially and adversely such preferences,
rights or powers, or to increase or decrease the authorized number of preferred shares. The class vote of holders of preferred shares described above would in each case be in addition to any other vote required to authorize the action in question.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>Redemption, Purchase and Sale of Preferred Shares by the Trust</I>. The terms of any preferred shares are expected to provide that
(1)&nbsp;they are redeemable by the Trust in whole or in part at the original purchase price per share plus accrued dividends per share, (2)&nbsp;the Trust may tender for or purchase preferred shares and (3)&nbsp;the Trust may subsequently resell
any shares so tendered for or purchased. Any redemption or purchase of preferred shares by the Trust would reduce the leverage applicable to the common shares, while any resale of shares by the Trust would increase that leverage. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>Liquidity Feature</I>. Preferred shares may include a liquidity feature that allows holders of preferred shares to have their shares
purchased by a liquidity provider in the event that sell orders have not been matched with purchase orders and successfully settled in a remarketing. The Trust would pay a fee to the provider of this liquidity feature, which would be borne by common
shareholders of the Trust. The terms of such liquidity feature may require the Trust to redeem preferred shares still owned by the liquidity provider following a certain period of continuous, unsuccessful remarketing, which may adversely impact the
Trust. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The discussion above describes the possible offering of preferred shares by the Trust. If the Board determines to proceed with
such an offering, the terms of the preferred shares may be the same as, or different from, the terms described above, subject to applicable law and the Trust&#146;s Agreement and Declaration of Trust. The Board, without the approval of the holders
of common shares, may authorize an offering of preferred shares or may determine not to authorize such an offering, and may fix the terms of the preferred shares to be offered. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Other Shares </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Board (subject to
applicable law and the Trust&#146;s Agreement and Declaration of Trust) may authorize an offering, without the approval of the holders of common shares and, depending on their terms, any preferred </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-91 </P>


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shares outstanding at that time, of other classes of shares, or other classes or series of shares, as they determine to be necessary, desirable or appropriate, having such terms, rights,
preferences, privileges, limitations and restrictions as the Board sees fit. The Trust currently does not expect to issue any other classes of shares, or series of shares, except for the common shares. </P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="saitoc93447_9"></A>REPURCHASE OF COMMON SHARES </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Trust is a <FONT STYLE="white-space:nowrap">closed-end</FONT> management investment company and as such its shareholders will not have the
right to cause the Trust to redeem their shares. Instead, the Trust&#146;s common shares will trade in the open market at a price that will be a function of several factors, including distribution levels (which are in turn affected by expenses),
NAV, call protection for portfolio securities, distribution stability, liquidity, relative demand for and supply of the common shares in the market, general market and economic conditions, market sentiment and other factors. Because shares of a <FONT
STYLE="white-space:nowrap">closed-end</FONT> investment company may frequently trade at prices lower than NAV, the Board may consider action that might be taken to reduce or eliminate any material discount from NAV in respect of common shares, which
may include the repurchase of such shares in the open market or in private transactions, the making of a tender offer for such shares, or the conversion of the Trust to an <FONT STYLE="white-space:nowrap">open-end</FONT> investment company. The
Board may decide not to take any of these actions. In addition, there can be no assurance that share repurchases or tender offers, if undertaken, will reduce market discount. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Notwithstanding the foregoing, at any time when the Trust has preferred shares outstanding, the Trust may not purchase, redeem or otherwise
acquire any of its common shares unless (1)&nbsp;all accrued preferred share dividends have been paid and (2)&nbsp;at the time of such purchase, redemption or acquisition, the NAV of the Trust&#146;s portfolio (determined after deducting the
acquisition price of the common shares) is at least 200% of the liquidation value of any outstanding preferred shares (expected to equal the original purchase price per share plus any accrued and unpaid dividends thereon). Any service fees incurred
in connection with any tender offer (excluding the Eligible Tender Offer described in the prospectus) made by the Trust will be borne by the Trust and will not reduce the stated consideration to be paid to tendering shareholders. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Subject to its investment restrictions, the Trust 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 Trust in anticipation of share repurchases or tender offers will reduce the Trust&#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, the Investment Company Act and the rules and regulations thereunder. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Although the decision to take action in response to a discount from NAV will be made by the Board at the time it considers such issue, it is
the Board&#146;s present policy, which may be changed by the Board, not to authorize repurchases of common shares or a tender offer for such shares if: (i)&nbsp;such transactions, if consummated, would (a)&nbsp;result in the delisting of the common
shares from the NYSE, or (b)&nbsp;impair the Trust&#146;s status as a RIC under the Code, (which would make the Trust a taxable entity, causing the Trust&#146;s income to be taxed at the corporate level in addition to the taxation of shareholders
who receive dividends from the Trust) or as a registered <FONT STYLE="white-space:nowrap">closed-end</FONT> investment company under the Investment Company Act; (ii)&nbsp;the Trust would not be able to liquidate portfolio securities in an orderly
manner and consistent with the Trust&#146;s investment objectives and policies in order to repurchase shares; or (iii)&nbsp;there is, in the Board&#146;s judgment, any (a)&nbsp;material legal action or proceeding instituted or threatened challenging
such transactions or otherwise materially adversely affecting the Trust, (b)&nbsp;general suspension of or limitation on prices for trading securities on the NYSE, (c)&nbsp;declaration of a banking moratorium by federal or state authorities or any
suspension of payment by United States or New York banks, (d)&nbsp;material limitation affecting the Trust or the issuers of its portfolio securities by federal or state authorities on the extension of credit by lending institutions or on the
exchange of foreign currency, (e)&nbsp;commencement of war, armed hostilities or other international or national calamity directly or indirectly involving the United States, or (f)&nbsp;other event or condition which would have a material adverse
effect (including any adverse tax effect) on the Trust or its shareholders if shares were repurchased. The Board may in the future modify these conditions in light of experience. </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-92 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The repurchase by the Trust 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 tender offers at or below NAV will result in the Trust&#146;s common shares trading at a price equal to their NAV. Nevertheless, the fact that
the Trust&#146;s common shares may be the subject of repurchases or tender offers from time to time, or that the Trust may be converted to an <FONT STYLE="white-space:nowrap">open-end</FONT> investment company, may reduce any spread between market
price and NAV that might otherwise exist. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In addition, a purchase by the Trust of its common shares will decrease the Trust&#146;s net
assets which would likely have the effect of increasing the Trust&#146;s expense ratio. Any purchase by the Trust of its common shares at a time when preferred shares are outstanding will increase the leverage applicable to the outstanding common
shares then remaining. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Before deciding whether to take any action if the common shares trade below NAV (including approving the Eligible
Tender Offer), the Board would likely consider all relevant factors, including the extent and duration of the discount, the liquidity of the Trust&#146;s portfolio, the impact of any action that might be taken on the Trust or its shareholders and
market considerations. Based on these considerations, even if the Trust&#146;s common shares should trade at a discount, the Board may determine that, in the interest of the Trust and its shareholders, no action should be taken. </P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="saitoc93447_10"></A>TAX MATTERS </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The following is a description of certain U.S. federal income tax consequences to a shareholder of acquiring, holding and disposing of common
shares of the Trust. Except as otherwise noted, this discussion assumes you are a taxable U.S. holder (as defined below). This discussion is based upon current provisions of the Code, the regulations promulgated thereunder and judicial and
administrative authorities, all of which are subject to change or differing interpretations by the courts or the IRS, possibly with retroactive effect. No attempt is made to present a detailed explanation of all U.S. federal income tax concerns
affecting the Trust and its shareholders, and the discussions set forth here do not constitute tax advice. This discussion assumes that investors hold common shares of the Trust as capital assets (generally, for investment). The Trust has not sought
and will not seek any ruling from the IRS regarding any matters discussed herein. No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to those set forth below. This summary does not discuss
any aspects of U.S. estate or gift tax or foreign, state or local tax. Prospective investors must consult their own tax advisers as to the U.S. federal income tax consequences (including the alternative minimum tax consequences) of acquiring,
holding and disposing of the Trust&#146;s common shares, as well as the effects of state, local and <FONT STYLE="white-space:nowrap">non-U.S.</FONT> tax laws. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In addition, no attempt is made to address tax considerations applicable to an investor with a special tax status, such as a financial
institution, real estate investment trust (&#147;REIT&#148;), insurance company, regulated investment company, individual retirement account, other <FONT STYLE="white-space:nowrap">tax-exempt</FONT> organization, investor that is treated as a
partnership for U.S. federal income tax purposes, dealer in securities or currencies, person holding shares of the Trust as part of a hedging, integrated, conversion or straddle transaction, trader in securities that has elected the <FONT
STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">mark-to-market</FONT></FONT> method of accounting for its securities, U.S. holder (as defined below) whose functional currency is not the U.S. dollar, accrual method investor with
&#147;applicable financial statements&#148; within the meaning of section 451(b) of the Code, or (except as set forth below) <FONT STYLE="white-space:nowrap">non-U.S.</FONT> investor. Furthermore, this discussion does not reflect possible
application of the alternative minimum tax. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">A U.S. holder is a beneficial owner that is for U.S. federal income tax purposes: </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="4%">&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="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">a citizen or individual resident of the United States (including certain former citizens and former long-term
residents); </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="4%">&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="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">a corporation or other entity treated as a corporation for U.S. federal income tax purposes, created or organized
in or under the laws of the United States or any state thereof or the District of Columbia; </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">S-93 </P>


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<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or
</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">
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<TD ALIGN="left" VALIGN="top"> <P ALIGN="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">a trust with respect to which a court within the United States is able to exercise primary supervision over its
administration and one or more U.S. persons have the authority to control all of its substantial decisions or the trust has made a valid election in effect under applicable Treasury regulations to be treated as a U.S. person. </P></TD></TR></TABLE>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Taxation of the Trust </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Trust intends
to elect to be treated and to qualify to be taxed as a RIC under Subchapter M of the Code. In order to qualify as a RIC, the Trust must, among other things, satisfy certain requirements relating to the sources of its income, diversification of its
assets, and distribution of its income to its shareholders. First, the Trust must derive at least 90% of its annual gross income from dividends, interest, payments with respect to securities loans, gains from the sale or other disposition of stock
or securities or foreign currencies, or other income (including but not limited to gains from options, futures and forward contracts) derived with respect to its business of investing in such stock, securities or currencies, or net income derived
from interests in &#147;qualified publicly traded partnerships&#148; (as defined in the Code) (the &#147;90% gross income test&#148;). Second, the Trust must diversify its holdings so that, at the close of each quarter of its taxable year,
(i)&nbsp;at least 50% of the value of its total assets consists of cash, cash items, U.S. Government securities, securities of other RICs and other securities, with such other securities limited in respect of any one issuer to an amount not greater
in value than 5% of the value of the Trust&#146;s total assets and to not more than 10% of the outstanding voting securities of such issuer, and (ii)&nbsp;not more than 25% of the value of the total assets is invested in the securities (other than
U.S. Government securities and securities of other RICs) of any one issuer, any two or more issuers controlled by the Trust and engaged in the same, similar or related trades or businesses, or any one or more &#147;qualified publicly traded
partnerships.&#148; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">As long as the Trust qualifies as a RIC, the Trust will generally not be subject to corporate-level U.S. federal
income tax on income and gains that it distributes each taxable year to its shareholders, provided that in such taxable year it distributes at least 90% of the sum of (i)&nbsp;its net <FONT STYLE="white-space:nowrap">tax-exempt</FONT> interest
income, if any, and (ii)&nbsp;its &#147;investment company taxable income&#148; (which includes, among other items, dividends, taxable interest, taxable original issue discount and market discount income, income from securities lending, net
short-term capital gain in excess of net long-term capital loss, and any other taxable income other than &#147;net capital gain&#148; (as defined below) and is reduced by deductible expenses) determined without regard to the deduction for dividends
paid. The Trust may retain for investment its net capital gain (which consists of the excess of its net long-term capital gain over its net short-term capital loss). However, if the Trust retains any net capital gain or any investment company
taxable income, it will be subject to tax at regular corporate rates on the amount retained. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Code imposes a 4% nondeductible excise
tax on the Trust to the extent the Trust does not distribute by the end of any calendar year at least the sum of (i) 98% of its ordinary income (not taking into account any capital gain or loss) for the calendar year and (ii) 98.2% of its capital
gain in excess of its capital loss (adjusted for certain ordinary losses) for a <FONT STYLE="white-space:nowrap">one-year</FONT> period generally ending on October&nbsp;31 of the calendar year (unless an election is made to use the Trust&#146;s
fiscal year). In addition, the minimum amounts that must be distributed in any year to avoid the excise tax will be increased or decreased to reflect any under-distribution or over-distribution, as the case may be, from the previous year. For
purposes of the excise tax, the Trust will be deemed to have distributed any income on which it paid U.S. federal income tax. While the Trust intends to distribute any income and capital gain in the manner necessary to minimize imposition of the 4%
nondeductible excise tax, there can be no assurance that sufficient amounts of the Trust&#146;s taxable income and capital gain will be distributed to entirely avoid the imposition of the excise tax. In that event, the Trust will be liable for the
excise tax only on the amount by which it does not meet the foregoing distribution requirement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">If in any taxable year the Trust should
fail to qualify under Subchapter M of the Code for tax treatment as a RIC, the Trust would incur a regular corporate U.S. federal income tax upon all of its taxable income for 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">S-94 </P>


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year, and all distributions to its shareholders (including distributions of net capital gain) would be taxable to shareholders as ordinary dividend income for U.S. federal income tax purposes to
the extent of the Trust&#146;s earnings and profits. Provided that certain holding period and other requirements were met, such dividends would be eligible (i)&nbsp;to be treated as qualified dividend income in the case of shareholders taxed as
individuals and (ii)&nbsp;for the dividends received deduction in the case of corporate shareholders. In addition, to qualify again to be taxed as a RIC in a subsequent year, the Trust would be required to distribute to shareholders its earnings and
profits attributable to <FONT STYLE="white-space:nowrap">non-RIC</FONT> years. In addition, if the Trust failed to qualify as a RIC for a period greater than two taxable years, then, in order to qualify as a RIC in a subsequent year, the Trust would
be required to elect to recognize and pay tax on any net <FONT STYLE="white-space:nowrap">built-in</FONT> gain (the excess of aggregate gain, including items of income, over aggregate loss that would have been realized if the Trust had been
liquidated) or, alternatively, be subject to taxation on such <FONT STYLE="white-space:nowrap">built-in</FONT> gain recognized for a period of ten years. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The remainder of this discussion assumes that the Trust qualifies for taxation as a RIC. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>The Trust&#146;s Investments </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Trust
may form a wholly-owned Delaware subsidiary (the &#147;Blocker Subsidiary&#148;) to hold interests in certain of its portfolio companies to permit the Trust to continue to meet the qualifications for taxation as a RIC. The Blocker Subsidiary will
qualify for the exclusion from the definition of the term investment company pursuant to Section&nbsp;3(c)(7) of the Investment Company Act or will otherwise not be required to register as an investment company under the Investment Company Act.
Entities such as the Blocker Subsidiary are typically organized as corporations or as limited liability companies or partnerships that elect to be taxed as corporations for U.S. federal income tax purposes and hold certain investments in
pass-through tax entities (such as partnership interests or limited liability company interests) the gross revenue from which would be &#147;bad income&#148; for purposes of RIC qualification. The Trust may not invest more than 25% of its total
assets in the shares of the Blocker Subsidiary. The Blocker Subsidiary will be subject to federal corporation income tax.&nbsp;The Blocker Subsidiary&#146;s distributions of its <FONT STYLE="white-space:nowrap">after-tax</FONT> earnings to the Trust
will be &#147;good income&#148; for RIC qualification purposes, and will be treated as qualified dividend income (for <FONT STYLE="white-space:nowrap">non-corporate</FONT> shareholders) and as eligible for the dividends received deduction (for
corporate shareholders), or as returns of capital. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Certain of the Trust&#146;s investment practices are subject to special and complex
U.S. federal income tax provisions (including <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">mark-to-market,</FONT></FONT> constructive sale, straddle, wash sale, short sale and other rules) that may, among other things,
(i)&nbsp;disallow, suspend or otherwise limit the allowance of certain losses or deductions, (ii)&nbsp;convert lower taxed long-term capital gains or qualified dividend income into higher taxed short-term capital gains or ordinary income,
(iii)&nbsp;convert ordinary loss or a deduction into capital loss (the deductibility of which is more limited), (iv) cause the Trust to recognize income or gain without a corresponding receipt of cash, (v)&nbsp;adversely affect the time as to when a
purchase or sale of stock or securities is deemed to occur, (vi)&nbsp;adversely alter the characterization of certain complex financial transactions and (vii)&nbsp;produce income that will not be &#147;qualified&#148; income for purposes of the 90%
annual gross income requirement described above. These U.S. federal income tax provisions could therefore affect the amount, timing and character of distributions to common shareholders. The Trust intends to monitor its transactions and may make
certain tax elections and may be required to dispose of securities to mitigate the effect of these provisions and prevent disqualification of the Trust as a RIC. Additionally, the Trust may be required to limit its activities in derivative
instruments in order to enable it to maintain its RIC status. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Trust may invest a portion of its net assets in below investment grade
securities, commonly known as &#147;junk&#148; securities. Investments in these types of securities may present special tax issues for the Trust. U.S. federal income tax rules are not entirely clear about issues such as when the Trust may cease to
accrue interest, original issue discount or market discount, when and to what extent deductions may be taken for bad debts or worthless securities, how payments received on obligations in default should be allocated between principal and income and
whether modifications or exchanges of debt obligations in a bankruptcy or workout context are taxable. These and other issues could affect the Trust&#146;s ability to distribute sufficient income to preserve its status as a RIC or to avoid the
imposition of U.S. federal income or excise tax. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Certain debt securities acquired by the Trust may be treated as debt securities that were
originally issued at a discount. Generally, the amount of the original issue discount is treated as interest income and is included in taxable income (and required to be distributed by the Trust in order to qualify as a RIC and avoid U.S. federal
income tax or the 4% excise tax on undistributed income) over the term of the security, even though payment of that amount is not received until a later time, usually when the debt security matures. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">If the Trust purchases a debt security on a secondary market at a price lower than its adjusted issue price, the excess of the adjusted issue
price over the purchase price is &#147;market discount.&#148; Unless the Trust makes an election to accrue market discount on a current basis, generally, any gain realized 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 &#147;accrued market discount&#148; on the debt security. Market discount generally accrues in equal daily installments.
If the Trust ultimately collects less on the debt instrument than its purchase price plus the market discount previously included in income, the Trust may not be able to benefit from any offsetting loss deductions. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Trust may invest in preferred securities or other securities the U.S. federal income tax treatment of which may not be clear or may be
subject to recharacterization by the IRS. To the extent the tax treatment of such securities or the income from such securities differs from the tax treatment expected by the Trust, it could affect the timing or character of income recognized by the
Trust, potentially requiring the Trust to purchase or sell securities, or otherwise change its portfolio, in order to comply with the tax rules applicable to RICs under the Code. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Gain or loss on the sale of securities by the Trust will generally be long-term capital gain or loss if the securities have been held by the
Trust for more than one year. Gain or loss on the sale of securities held for one year or less will be short-term capital gain or loss. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Because the Trust may invest in foreign securities, its income from such securities may be subject to
<FONT STYLE="white-space:nowrap">non-U.S.</FONT> taxes. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Foreign currency gain or loss on foreign currency exchange contracts, <FONT
STYLE="white-space:nowrap">non-U.S.</FONT> dollar-denominated securities contracts, and <FONT STYLE="white-space:nowrap">non-U.S.</FONT> dollar-denominated futures contracts, options and forward contracts that are not section 1256 contracts (as
defined below) generally will be treated as ordinary income and loss. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Income from options on individual securities written by the Trust
will generally not be recognized by the Trust for tax purposes until an option is exercised, lapses or is subject to a &#147;closing transaction&#148; (as defined by applicable regulations) pursuant to which the Trust&#146;s obligations with respect
to the option are otherwise terminated. If the option lapses without exercise, the premiums received by the Trust from the writing of such options will generally be characterized as short-term capital gain. If the Trust enters into a closing
transaction, the difference between the premiums received and the amount paid by the Trust to close out its position will generally be treated as short-term capital gain or loss. If an option written by the Trust is exercised, thereby requiring the
Trust to sell the underlying security, the premium will increase the amount realized upon the sale of the security, and the character of any gain on such sale of the underlying security as short-term or long-term capital gain will depend on the
holding period of the Trust in the underlying security. Because the Trust will not have control over the exercise of the options it writes, such exercises or other required sales of the underlying securities may cause the Trust to realize gains or
losses at inopportune times. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Options on indices of securities and sectors of securities that qualify as &#147;section 1256
contracts&#148; will generally be treated as <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">&#147;marked-to-market&#148;</FONT></FONT> for U.S. federal income tax purposes. As a result, the Trust will generally recognize gain or
loss on the last day of each taxable year equal to the difference between the value of the option on that date and the adjusted basis of the option. The adjusted basis of the option will consequently be increased by such gain or decreased by such
loss. Any gain or loss with respect to options on indices and sectors that qualify as &#147;section 1256 contracts&#148; will be treated as short-term capital gain or loss to the extent of 40% of </P>
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such gain or loss and long-term capital gain or loss to the extent of 60% of such gain or loss. Because the
<FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">mark-to-market</FONT></FONT> rules may cause the Trust to recognize gain in advance of the receipt of cash, the Trust may be required to dispose of investments in order to meet its
distribution requirements. <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">&#147;Mark-to-market&#148;</FONT></FONT> losses may be suspended or otherwise limited if such losses are part of a straddle or similar transaction. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">If the Trust acquires shares in a &#147;passive foreign investment company&#148; (a &#147;PFIC&#148;), the Trust may be subject to U.S.
federal income tax on a portion of any &#147;excess distribution&#148; or gain from the disposition of such shares even if such income is distributed as a taxable dividend by the Trust to shareholders. Additional charges in the nature of interest
may be imposed on the Trust in respect of deferred taxes arising from such distributions or gains. If the Trust invests in a PFIC and elects to treat the PFIC as a &#147;qualified electing fund&#148; (a &#147;QEF&#148;) under the Code, in lieu of
the foregoing requirements, the Trust will be required to include in income each year a portion of the ordinary earnings and net capital gain of the QEF, even if such income is not distributed to the Trust. The Trust&#146;s ability to make this
election will depend on factors beyond the Trust&#146;s control. Alternatively, the Trust can elect to mark to market at the end of each taxable year the Trust&#146;s shares in a PFIC; in this case, the Trust will recognize as ordinary income any
increase in the value of such shares, and as ordinary loss any decrease in such value to the extent it does not exceed prior increases included in income. Under either election, the Trust may be required to recognize in a year income in excess of
the Trust&#146;s distributions from PFICs and the Trust&#146;s proceeds from dispositions of PFIC stock during that year, and such income will nevertheless be subject to the 90% annual distribution requirement and will be taken into account for
purposes of the 4% excise tax. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">If the Trust holds directly or indirectly 10% or more of the shares in a foreign corporation that is
treated as a &#147;controlled foreign corporation&#148; (a &#147;CFC&#148;), the Trust may be treated as receiving a deemed distribution (taxable as ordinary income) each year from such foreign corporation in an amount equal to the Trust&#146;s pro
rata share of the corporation&#146;s income for the taxable year (including both ordinary earnings and capital gains), whether or not the corporation makes an actual distribution during such year. In general, a foreign corporation will be classified
as a CFC if more than 50% of the shares of the corporation, measured by reference to combined voting power or value, is owned (directly, indirectly or by attribution) by U.S. shareholders. A U.S. shareholder, for this purpose, is any U.S. person
that possesses (directly, indirectly or by attribution) 10% or more of the combined voting power or value of all classes of shares of a corporation. If the Trust is treated as receiving a deemed distribution from a CFC, the Trust will be required to
include such distribution in its investment company taxable income regardless of whether the Trust receives any actual distributions from such CFC, and the Trust must distribute such income to satisfy the 90% annual distribution requirement and the
distribution requirements to avoid the 4% excise tax. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Taxation of Common Shareholders </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Trust will either distribute or retain for reinvestment all or part of its net capital gain. If any such gain is retained, the Trust will
be subject to a corporate income tax on such retained amount. In that event, the Trust expects to report the retained amount as undistributed capital gain in a notice to its common shareholders, each of whom, if subject to U.S. federal income tax on
long-term capital gains, (i)&nbsp;will be required to include in income for U.S. federal income tax purposes as long-term capital gain its share of such undistributed amounts, (ii)&nbsp;will be entitled to credit its proportionate share of the tax
paid by the Trust against its U.S. federal income tax liability and to claim refunds to the extent that the credit exceeds such liability and (iii)&nbsp;will increase its basis in its common shares by the amount of undistributed capital gains
included in the shareholder&#146;s income less the tax deemed paid by the shareholder under clause (ii). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Distributions paid to you by the
Trust from its net capital gain, if any, that the Trust properly reports as capital gain dividends (&#147;capital gain dividends&#148;) are taxable as long-term capital gains, regardless of how long you have held your common shares. All other
dividends paid to you by the Trust (including dividends from net short-term capital gains or <FONT STYLE="white-space:nowrap">tax-exempt</FONT> interest, if any) from its current or accumulated earnings and profits (&#147;ordinary income
dividends&#148;) are generally subject to tax as ordinary income. Provided that certain holding period and other requirements are met, ordinary income dividends (if properly reported by the Trust) may qualify
</P>
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(i)&nbsp;for the dividends received deduction in the case of corporate shareholders to the extent that the Trust&#146;s income consists of dividend income from U.S. corporations, (ii)&nbsp;in the
case of individual shareholders, as &#147;qualified dividend income&#148; eligible to be taxed at long-term capital gains rates to the extent that the Trust receives qualified dividend income and (iii)&nbsp;in the case of individual shareholders as
&#147;section 199A dividends&#148; eligible for a 20% &#147;qualified business income&#148; deduction in tax years beginning after December&nbsp;31, 2017 and before January&nbsp;1, 2026 to the extent the Trust receives ordinary REIT dividends,
reduced by allocable Trust expenses. Qualified dividend income is, in general, dividend income from taxable domestic corporations and certain qualified foreign corporations (e.g., generally, foreign corporations incorporated in a possession of the
United States or in certain countries with a qualifying comprehensive tax treaty with the United States, or whose stock with respect to which such dividend is paid is readily tradable on an established securities market in the United States). There
can be no assurance as to what portion, if any, of the Trust&#146;s distributions will constitute qualified dividend income or be eligible for the dividends received deduction. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Any distributions you receive that are in excess of the Trust&#146;s current and accumulated earnings and profits will be treated as a return
of capital to the extent of your adjusted tax basis in your common shares, and thereafter as capital gain from the sale of common shares. The amount of any Trust distribution that is treated as a return of capital will reduce your adjusted tax basis
in your common shares, thereby increasing your potential gain or reducing your potential loss on any subsequent sale or other disposition of your common shares. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Common shareholders may be entitled to offset their capital gain dividends with capital losses. The Code contains a number of statutory
provisions affecting when capital losses may be offset against capital gain, and limiting the use of losses from certain investments and activities. Accordingly, common shareholders that have capital losses are urged to consult their tax advisers.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Dividends and other taxable distributions are taxable to you even though they are reinvested in additional common shares of the Trust.
Dividends and other distributions paid by the Trust are generally treated under the Code as received by you at the time the dividend or distribution is made. If, however, the Trust pays you a dividend in January that was declared in the previous
October, November or December to common shareholders of record on a specified date in one of such months, then such dividend will be treated for U.S. federal income tax purposes as being paid by the Trust and received by you on December&nbsp;31 of
the year in which the dividend was declared. In addition, certain other distributions made after the close of the Trust&#146;s taxable year may be &#147;spilled back&#148; and treated as paid by the Trust (except for purposes of the 4% nondeductible
excise tax) during such taxable year. In such case, you will be treated as having received such dividends in the taxable year in which the distributions were actually made. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The price of common shares purchased at any time may reflect the amount of a forthcoming distribution. Those purchasing common shares just
prior to the record date for a distribution will receive a distribution which will be taxable to them even though it represents, economically, a return of invested capital. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Trust will send you information after the end of each year setting forth the amount and tax status of any distributions paid to you by the
Trust. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The sale or other disposition of common shares will generally result in capital gain or loss to you and will be long-term capital
gain or loss if you have held such common shares for more than one year at the time of sale. Any loss upon the sale or other disposition of common shares held for six months or less will be treated as long-term capital loss to the extent of any
capital gain dividends received (including amounts credited as an undistributed capital gain dividend) by you with respect to such common shares. Any loss you recognize on a sale or other disposition of common shares will be disallowed if you
acquire other common shares (whether through the automatic reinvestment of dividends or otherwise) within a <FONT STYLE="white-space:nowrap">61-day</FONT> period beginning 30 days before and ending 30 days after your sale or exchange of the common
shares. In such case, your tax basis in the common shares acquired will be adjusted to reflect the disallowed loss. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">If the Trust conducts
a tender offer for its shares (as described in the prospectus), a repurchase by the Trust of a shareholder&#146;s shares pursuant to such tender offer generally will be treated as a sale or exchange of the shares by a shareholder provided that
either (i)&nbsp;the shareholder tenders, and the Trust repurchases, all 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">S-98 </P>


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shareholder&#146;s shares, thereby reducing the shareholder&#146;s percentage ownership of the Trust, directly and by attribution under Section&nbsp;318 of the Code, to 0%, (ii) the shareholder
meets numerical safe harbors under the Code with respect to percentage voting interest and reduction in ownership of the Trust following completion of the tender offer, or (iii)&nbsp;the tender offer otherwise results in a &#147;meaningful
reduction&#148; of the shareholder&#146;s ownership percentage interest in the Trust, which determination depends on a particular shareholder&#146;s facts and circumstances. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">If a tendering shareholder&#146;s proportionate ownership of the Trust (determined after applying the ownership attribution rules under
Section&nbsp;318 of the Code) is not reduced to the extent required under the tests described above, such shareholder will be deemed to receive a distribution from the Trust under Section&nbsp;301 of the Code with respect to the shares held (or
deemed held under Section&nbsp;318 of the Code) by the shareholder after the tender offer (a &#147;Section&nbsp;301 distribution&#148;). The amount of this distribution will equal the price paid by the Trust to such shareholder for the shares sold,
and will be taxable as a dividend, i.e., as ordinary income, to the extent of the Trust&#146;s current or accumulated earnings and profits allocable to such distribution, with the excess treated as a return of capital reducing the shareholder&#146;s
tax basis in the shares held after the tender offer, and thereafter as capital gain. Any Trust shares held by a shareholder after a tender offer will be subject to basis adjustments in accordance with the provisions of the Code. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Provided that no tendering shareholder is treated as receiving a Section&nbsp;301 distribution as a result of selling shares pursuant to a
particular tender offer, shareholders who do not sell shares pursuant to that tender offer will not realize constructive distributions on their shares as a result of other shareholders selling shares in the tender offer. In the event that any
tendering shareholder is deemed to receive a Section&nbsp;301 distribution, it is possible that shareholders whose proportionate ownership of the Trust increases as a result of that tender offer, including shareholders who do not tender any shares,
will be deemed to receive a constructive distribution under Section&nbsp;305(c) of the Code in an amount equal to the increase in their percentage ownership of the Trust as a result of the tender offer. Such constructive distribution will be treated
as a dividend to the extent of current or accumulated earnings and profits allocable to it. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Use of the Trust&#146;s cash to repurchase
shares may adversely affect the Trust&#146;s ability to satisfy the distribution requirements for treatment as a regulated investment company described above. The Trust may also recognize income in connection with the sale of portfolio securities to
fund share purchases, in which case the Trust would take any such income into account in determining whether such distribution requirements have been satisfied. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">If the Trust liquidates, shareholders generally will realize capital gain or loss upon such liquidation in an amount equal to the difference
between the amount of cash or other property received by the shareholder (including any property deemed received by reason of its being placed in a liquidating trust) and the shareholder&#146;s adjusted tax basis in its shares. Any such gain or loss
will be long-term if the shareholder is treated as having a holding period in Trust shares of greater than one year, and otherwise will be short-term. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The foregoing discussion does not address the tax treatment of shareholders who do not hold their shares as a capital asset. Such shareholders
should consult their own tax advisors on the specific tax consequences to them of participating or not participating in the tender offer or upon liquidation of the Trust. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Current U.S. federal income tax law taxes both long-term and short-term capital gain of corporations at the rates applicable to ordinary
income. For <FONT STYLE="white-space:nowrap">non-corporate</FONT> taxpayers, short-term capital gain is currently taxed at rates applicable to ordinary income while long-term capital gain generally is taxed at a reduced maximum rate. The
deductibility of capital losses is subject to limitations under the Code. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Certain U.S. holders who are individuals, estates or trusts and
whose income exceeds certain thresholds will be required to pay a 3.8% Medicare tax on all or a portion of their &#147;net investment income,&#148; which includes dividends received from the Trust and capital gains from the sale or other disposition
of the Trust&#146;s common shares. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">A common shareholder that is a nonresident alien individual or a foreign corporation (a
&#147;foreign investor&#148;) generally will be subject to U.S. federal withholding tax at the rate of 30% (or possibly a lower rate provided by an applicable tax treaty) on ordinary income dividends (except as discussed below). In general, U.S.
federal withholding tax and U.S. federal income tax will not apply to any gain or income realized by a foreign investor in respect of any distribution of net capital gain (including amounts credited as an undistributed capital gain dividend) or upon
the sale or other disposition of common shares of the Trust. Different tax consequences may result if the foreign investor is engaged in a trade or business in the United States or, in the case of an individual, is present in the United States for
183 days or more during a taxable year and certain other conditions are met. Foreign investors should consult their tax advisers regarding the tax consequences of investing in the Trust&#146;s common shares. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Ordinary income dividends properly reported by the RIC are generally exempt from U.S. federal withholding tax where they (i)&nbsp;are paid in
respect of the RIC&#146;s &#147;qualified net interest income&#148; (generally, its U.S.-source interest income, other than certain contingent interest and interest from obligations of a corporation or partnership in which the RIC is at least a 10%
shareholder, reduced by expenses that are allocable to such income) or (ii)&nbsp;are paid in respect of the RIC&#146;s &#147;qualified short-term capital gains&#148; (generally, the excess of the RIC&#146;s net short-term capital gain over its
long-term capital loss for such taxable year). Depending on its circumstances, the Trust may report all, some or none of its potentially eligible dividends as such qualified net interest income or as qualified short-term capital gains, and/or treat
such dividends, in whole or in part, as ineligible for this exemption from withholding. In order to qualify for this exemption from withholding, a foreign investor needs to comply with applicable certification 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). In the case of common shares held through an intermediary, the intermediary may have withheld even if the Trust reported the payment as qualified net interest income or qualified short-term capital gain. Foreign investors should contact their
intermediaries with respect to the application of these rules to their accounts. There can be no assurance as to what portion of the Trust&#146;s distributions would qualify for favorable treatment as qualified net interest income or qualified
short-term capital gains. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In addition, withholding at a rate of 30% will apply to dividends paid in respect of common shares of the Trust
held by or through certain foreign financial institutions (including investment funds), unless such institution enters into an agreement with the Treasury to report, on an annual basis, information with respect to shares in, and accounts maintained
by, the institution to the extent such shares or accounts are held by certain U.S. persons and by certain <FONT STYLE="white-space:nowrap">non-U.S.</FONT> entities that are wholly or partially owned by U.S. persons and to withhold on certain
payments. Accordingly, the entity through which common shares of the Trust are held will affect the determination of whether such withholding is required. Similarly, dividends paid in respect of common shares of the Trust held by an investor that is
a <FONT STYLE="white-space:nowrap">non-financial</FONT> foreign entity that does not qualify under certain exemptions will be subject to withholding at a rate of 30%, unless such entity either (i)&nbsp;certifies that such entity does not have any
&#147;substantial United States owners&#148; or (ii)&nbsp;provides certain information regarding the entity&#146;s &#147;substantial United States owners,&#148; which the applicable withholding agent will in turn provide to the Secretary of the
Treasury. An intergovernmental agreement between the United States and an applicable foreign country, or future Treasury regulations or other guidance, may modify these requirements. The Trust will not pay any additional amounts to common
shareholders in respect of any amounts withheld. Foreign investors are encouraged to consult with their tax advisers regarding the possible implications of these rules on their investment in the Trust&#146;s common shares. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">U.S. federal backup withholding tax may be required on dividends, distributions and sale proceeds payable to certain <FONT
STYLE="white-space:nowrap">non-exempt</FONT> common shareholders who fail to supply their correct taxpayer identification number (in the case of individuals, generally, their social security number) or to make required certifications, or who are
otherwise subject to backup withholding. Backup withholding is not an additional tax and any amount withheld may be refunded or credited against your U.S. federal income tax liability, if any, provided that you timely furnish the required
information to the IRS. </P>
 <p STYLE="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-100 </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; text-indent:4%; font-size:10pt; font-family:Times New Roman">Ordinary income dividends, capital gain dividends, and gain from the sale or other disposition of
common shares of the Trust also may be subject to state, local, and/or foreign taxes. Common shareholders are urged to consult their own tax advisers regarding specific questions about U.S. federal, state, local or foreign tax consequences to them
of investing in the Trust. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">*** </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The foregoing is a general and abbreviated summary of certain provisions of the Code and the Treasury Regulations presently in effect as they
directly govern the taxation of the Trust and its shareholders. For complete provisions, reference should be made to the pertinent Code sections and Treasury Regulations. The Code and the Treasury Regulations are subject to change by legislative or
administrative action, and any such change may be retroactive with respect to Trust transactions. Holders of common shares are advised to consult their own tax advisers for more detailed information concerning the U.S. federal income taxation of the
Trust and the income tax consequences to its holders of 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">S-101 </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:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="saitoc93447_11"></A>REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">To the Shareholder and Board of Trustees of BlackRock Innovation and Growth Trust: </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Opinion on the Financial Statement </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">We have audited the
accompanying statement of assets and liabilities of BlackRock Innovation and Growth Trust (the &#147;Trust&#148;) as of February 5, 2021 and the related notes. In our opinion, the financial statement presents fairly, in all material respects, the
financial position of the Trust as of February 5, 2021, in conformity with accounting principles generally accepted in the United States of America. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Basis for Opinion </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">This financial statement is the
responsibility of the Trust&#146;s management. Our responsibility is to express an opinion on the Trust&#146;s financial statement based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (PCAOB) and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statement is free of material misstatement, whether due to error or fraud. The Trust is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of
our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Trust&#146;s internal control over financial reporting. Accordingly, we
express no such opinion. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Our audit included performing procedures to assess the risks of material misstatement of the financial statement, whether due to
error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statement. Our audit also included evaluating the accounting
principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statement. We believe that our audit provides a reasonable basis for our opinion. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Deloitte &amp; Touche LLP </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Boston, Massachusetts </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">February 17, 2021 </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">We have served as the auditor of one or more
BlackRock investment companies since 1992. </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">F-1 </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:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="saitoc93447_12"></A>FINANCIAL STATEMENT </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>BlackRock Innovation and Growth Trust </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Statement of Assets and Liabilities </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>February&nbsp;5, 2021 </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="91%"></TD>

<TD VALIGN="bottom" WIDTH="2%"></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"><B>ASSETS</B></P></TD>
<TD VALIGN="bottom">&nbsp;&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:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Cash</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">$</TD>
<TD VALIGN="bottom" ALIGN="right">100,000</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="font-size:1px; ">
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-top:1.00px solid #000000">&nbsp;</P></TD>
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-top:1.00px solid #000000">&nbsp;</P></TD>
<TD>&nbsp;</TD></TR>
<TR BGCOLOR="#cceeff" STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><B>NET ASSETS</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"><B>$</B></TD>
<TD VALIGN="bottom" ALIGN="right"><B>100,000</B></TD>
<TD NOWRAP VALIGN="bottom"><B>&nbsp;</B></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></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"><B>NET ASSETS CONSIST OF</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom"></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"><FONT STYLE="white-space:nowrap">Paid-in</FONT> capital</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">$</TD>
<TD VALIGN="bottom" ALIGN="right">100,000</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="font-size:1px; ">
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-top:1.00px solid #000000">&nbsp;</P></TD>
<TD VALIGN="bottom"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-top:1.00px solid #000000">&nbsp;</P></TD>
<TD>&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman"><B>NET ASSETS</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"><B>$</B></TD>
<TD VALIGN="bottom" ALIGN="right"><B>100,000</B></TD>
<TD NOWRAP VALIGN="bottom"><B>&nbsp;</B></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></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>Net asset value per common share:</B></P></TD>
<TD VALIGN="bottom">&nbsp;&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:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Equivalent to 5,000 common shares issued and outstanding, par $0.001, unlimited shares
authorized</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">$</TD>
<TD VALIGN="bottom" ALIGN="right">20.00</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></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">See Notes to Financial Statement. </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">F-2 </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:10pt; font-family:Times New Roman"><B>NOTES TO FINANCIAL STATEMENT </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Note 1.&nbsp;&nbsp;&nbsp;&nbsp;Organization: </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">BlackRock
Innovation and Growth Trust (BIGZ) (the &#147;Trust&#148;) was organized as a Maryland statutory trust on December&nbsp;9, 2020, and is registered as a <FONT STYLE="white-space:nowrap">non-diversified,</FONT>
<FONT STYLE="white-space:nowrap">closed-end</FONT> management investment company under the Investment Company Act of 1940, as amended. The Trust had no operations other than a sale to BlackRock Financial Management, Inc. of 5,000 shares of common
stock for $100,000 ($20.00 per share). </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Note 2.&nbsp;&nbsp;&nbsp;&nbsp;Significant Accounting Policies: </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The financial statement is prepared in conformity with accounting principles generally accepted in the United States of America (&#147;U.S. GAAP&#148;), which
may require management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the financial statement, disclosure of contingent assets and liabilities at the date of the financial statement and the reported
amounts of increases and decreases in net assets from operations during the reporting period. Actual results could differ from those estimates. The Trust is considered an investment company under U.S. GAAP and follows the accounting and reporting
guidance applicable to investment companies. Below is a summary of significant accounting policies: </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Indemnifications: </B>In the normal course of
business, the Trust enters into contracts that contain a variety of representations that provide general indemnification. The Trust&#146;s maximum exposure under these arrangements is unknown because it involves future potential claims against the
Trust, which cannot be predicted with any certainty. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Other:</B> Expenses directly related to the Trust are charged to the Trust. Other operating
expenses shared by several funds, including other funds managed by BlackRock Advisors, LLC (the &#147;Manager&#148;), are prorated among those funds on the basis of relative net assets or other appropriate methods. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Note 3.&nbsp;&nbsp;&nbsp;&nbsp;Investment Valuation and Fair Value Measurements: </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Investment Valuation Policies:</B> The Trust&#146;s investments are valued at fair value (also referred to as &#147;market value&#148; within the financial
statements) as of the close of trading on the New York Stock Exchange (&#147;NYSE&#148;) (generally 4:00 p.m., Eastern time) (or if the reporting date falls on a day the NYSE is closed, investments are valued at fair value as of the period end).
U.S. GAAP defines fair value as the price the Trust would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. The Trust determines the fair values of its financial
instruments using various independent dealers or pricing services under policies approved by the Board of Trustees (the &#147;Board&#148;). The BlackRock Global Valuation Methodologies Committee (the &#147;Global Valuation Committee&#148;) is the
committee formed by management to develop global pricing policies and procedures and to oversee the pricing function for all financial instruments.&nbsp;&nbsp;&nbsp;&nbsp; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Fair Value Inputs and Methodologies: </B>The following methods and inputs are used to establish the fair value of the Trust&#146;s assets and liabilities:
</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="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="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Equity investments traded on a recognized securities exchange are valued at the official closing price each day,
if available. For equity investments traded on more than one exchange, the official closing price on the exchange where the stock is primarily traded is used. Equity investments traded on a recognized exchange for which there were no sales on that
day may be valued at the last available bid (long positions) or ask (short positions) price. </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="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Fixed-income securities for which market quotations are readily available are generally valued using the last
available bid prices or current market quotations provided by independent dealers or third party pricing services. Floating rate loan interests are valued at the mean of the bid prices from one or more
</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">F-3 </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:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="9%">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">
independent brokers or dealers as obtained from a third party pricing service. Pricing services generally value fixed-income securities assuming orderly transactions of an institutional round lot
size, but the Trust may hold or transact in such securities in smaller, odd lot sizes. Odd lots often trade at lower prices than institutional round lots. The pricing services may use matrix pricing or valuation models that utilize certain inputs
and assumptions to derive values, including transaction data (e.g., recent representative bids and offers), credit quality information, perceived market movements, news, and other relevant information. Certain fixed-income securities, including
asset-backed and mortgage related securities may be valued based on valuation models that consider the estimated cash flows of each tranche of the entity, establish a benchmark yield and develop an estimated tranche specific spread to the benchmark
yield based on the unique attributes of the tranche. The amortized cost method of valuation may be used with respect to debt obligations with sixty days or less remaining to maturity unless the Manager determines such method does not represent fair
value. </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="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Generally, trading in foreign instruments is substantially completed each day at various times prior to the close
of trading on the NYSE. Occasionally, events affecting the values of such instruments may occur between the foreign market close and the close of trading on the NYSE that may not be reflected in the computation of the Trust&#146;s net assets. Each
business day, the Trust uses a pricing service to assist with the valuation of certain foreign exchange-traded equity securities and foreign exchange-traded and
<FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">over-the-counter</FONT></FONT> (&#147;OTC&#148;) options (the &#147;Systematic Fair Value Price&#148;). Using current market factors, the Systematic Fair Value Price is designed to
value such foreign securities and foreign options at fair value as of the close of trading on the NYSE, which follows the close of the local markets. </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="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Futures contracts traded on exchanges are valued at their last sale price. </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="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Forward foreign currency exchange contracts are valued at the mean between the bid and ask prices and are
determined as of the close of trading on the NYSE. Interpolated values are derived when the settlement date of the contract is an interim date for which quotations are not available. </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="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Exchange-traded options are valued at the mean between the last bid and ask prices at the close of the options
market in which the options trade. An exchange-traded option for which there is no mean price is valued at the last bid (long positions) or ask (short positions) price. If no bid or ask price is available, the prior day&#146;s price will be used,
unless it is determined that the prior day&#146;s price no longer reflects the fair value of the option. OTC options and options on swaps (&#147;swaptions&#148;) are valued by an independent pricing service using a mathematical model, which
incorporates a number of market data factors, such as the trades and prices of the underlying instruments. </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="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Swap agreements are valued utilizing quotes received daily by the Trust&#146;s pricing service or through
brokers, which are derived using daily swap curves and models that incorporate a number of market data factors, such as discounted cash flows, trades and values of the underlying reference instruments. </P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">If events (e.g., a company announcement, market volatility or a natural disaster) occur that are expected to materially affect the value of such investments,
or in the event that the application of these methods of valuation results in a price for an investment that is deemed not to be representative of the market value of such investment, or if a price is not available, the investment will be valued by
the Global Valuation Committee, or its delegate, in accordance with a policy approved by the Board as reflecting fair value (&#147;Fair Valued Investments&#148;). The fair valuation approaches that may be used by the Global Valuation Committee will
include Market approach, Income approach and Cost approach. Valuation techniques such as discounted cash flow, use of market comparables and matrix pricing are types of valuation approaches and are typically used in determining fair value. When
determining the price for Fair Valued Investments, the Global Valuation Committee, or its delegate, seeks to determine the price that the Trust might reasonably expect to receive or pay from the current sale or purchase of that asset or liability in
an <FONT STYLE="white-space:nowrap">arm&#146;s-length</FONT> transaction. Fair value determinations shall be based upon all available factors that the Global Valuation Committee, or its delegate, deems relevant and consistent with the principles of
fair value measurement. </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">F-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:10pt; font-family:Times New Roman">The Global Valuation Committee, or its delegate, employs various methods for calibrating valuation approaches for
investments where an active market does not exist, including regular due diligence of the Trust&#146;s pricing vendors, regular reviews of key inputs and assumptions, transactional back-testing or disposition analysis to compare unrealized gains and
losses to realized gains and losses, reviews of missing or stale prices and large movements in market values and reviews of any market related activity. The pricing of all Fair Valued Investments is subsequently reported to the Board or a committee
thereof on a quarterly basis. As a result of the inherent uncertainty in valuation of these investments, the fair values may differ from the values that would have been used had an active market existed. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">For investments in equity or debt issued by privately held companies or funds (&#147;Private Company&#148; or collectively, the &#147;Private Companies&#148;)
and other Fair Valued Investments, the fair valuation approaches that are used by the Global Valuation Committee and third party pricing services utilize one or a combination of, but not limited to, the following inputs. </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="15%"></TD>

<TD VALIGN="bottom" WIDTH="2%"></TD>
<TD WIDTH="83%"></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"> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Standard Inputs Generally Considered By Third Party Pricing
Services</B></P></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Market&nbsp;approach</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:2.00em; text-indent:-2.00em; font-size:10pt; font-family:Times New Roman">(i)&#8195;recent market transactions, including subsequent rounds of financing, in the underlying
investment or comparable issuers;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:2.00em; text-indent:-2.00em; font-size:10pt; font-family:Times New Roman">(ii)&#8194;&#8201;recapitalizations and other transactions across the capital
structure; and</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; margin-left:2.00em; text-indent:-2.00em; font-size:10pt; font-family:Times New Roman">(iii)&#8201;&#8201;market multiples of comparable issuers.</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Income&nbsp;approach</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:2.00em; text-indent:-2.00em; font-size:10pt; font-family:Times New Roman">(i)&#8195;future cash flows discounted to present and adjusted as appropriate for liquidity, credit
and/or market risks;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:2.00em; text-indent:-2.00em; font-size:10pt; font-family:Times New Roman">(ii)&#8194;&#8201;quoted prices for similar investments or assets in active markets; and</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; margin-left:2.00em; text-indent:-2.00em; font-size:10pt; font-family:Times New Roman">(iii)&#8201;&#8201;other risk factors, such as interest rates, yield curves, volatilities, prepayment speeds, loss
severities, credit risks, recovery rates, liquidation amounts and/or default rates.</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Cost approach</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:2.00em; text-indent:-2.00em; font-size:10pt; font-family:Times New Roman">(i)&#8195;audited or unaudited financial statements, investor communications and financial or
operational metrics issued by the Private Company;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:2.00em; text-indent:-2.00em; font-size:10pt; font-family:Times New Roman">(ii)&#8194;&#8201;changes in the valuation of relevant indices
or publicly traded companies comparable to the Private Company;</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:2.00em; text-indent:-2.00em; font-size:10pt; font-family:Times New Roman">(iii)&#8201;&#8201;relevant news and other public
sources; and</P> <P STYLE="margin-top:0pt; margin-bottom:1pt; margin-left:2.00em; text-indent:-2.00em; font-size:10pt; font-family:Times New Roman">(iv)&#8194;known secondary market transactions in the Private Company&#146;s interests and merger or
acquisition activity in companies comparable to the Private Company.</P></TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Investments in series of preferred stock issued by Private Companies are typically valued utilizing Market approach in
determining the enterprise value of the company. Such investments often contain rights and preferences that differ from other series of preferred and common stock of the same issuer. Valuation techniques such as an option pricing model
(&#147;OPM&#148;), a probability weighted expected return model (&#147;PWERM&#148;) or a hybrid of those techniques are used in allocating enterprise value of the company, as deemed appropriate under the circumstances. The use of OPM and PWERM
techniques involve a determination of the exit scenarios of the investment in order to appropriately allocate the enterprise value of the company among the various parts of its capital structure. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Private Companies are not subject to the public company disclosure, timing, and reporting standards as other investments held by the Trust. Typically, the
most recently available information by a Private Company is as of a date that is earlier than the date the Trust is calculating its NAV. This factor may result in a difference between the value of the investment and the price the Trust could receive
upon the sale of the investment. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Fair Value Hierarchy</B>: Various inputs are used in determining the fair value of investments and derivative
financial instruments. These inputs to valuation methodologies are categorized into a fair value hierarchy consisting of three broad levels for financial statement purposes as follows: </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="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="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Level&nbsp;1 &#150; unadjusted price quotations in active markets/exchanges for identical assets or liabilities
that the Trust has the ability to access </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">F-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: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="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Level&nbsp;2 &#150; other observable inputs (including, but not limited to, quoted prices for similar assets or
liabilities in markets that are active, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the assets or liabilities (such as interest rates, yield
curves, volatilities, prepayment speeds, loss severities, credit risks and default rates) or other market&#150;corroborated inputs) </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="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Level&nbsp;3 &#150; unobservable inputs based on the best information available in the circumstances, to the
extent observable inputs are not available (including the Trust&#146;s own assumptions used in determining the fair value of investments and derivative financial instruments) </P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the
lowest priority to unobservable inputs (Level 3 measurements). Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in Level&nbsp;3. The inputs used to measure fair value may fall into
different levels of the fair value hierarchy. In such cases, for disclosure purposes, the fair value hierarchy classification is determined based on the lowest level input that is significant to the fair value measurement in its entirety.
Investments classified within Level&nbsp;3 have significant unobservable inputs used by the Global Valuation Committee in determining the price for Fair Valued Investments. Level&nbsp;3 Investments include equity or debt issued by privately-held
companies. There may not be a secondary market, and/or there are a limited number of investors. Level&nbsp;3 investments may also be adjusted to reflect illiquidity and/or <FONT STYLE="white-space:nowrap">non-transferability,</FONT> with the amount
of such discount estimated by the Global Valuation Committee in the absence of market information. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Note 4.&nbsp;&nbsp;&nbsp;&nbsp;Investment Advisory
Agreement and Other Transactions with Affiliates: </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Investment Advisory</B>: The Trust entered into an Investment Advisory Agreement with the
Manager, the Trust&#146;s investment adviser, an indirect, wholly-owned subsidiary of BlackRock, to provide investment advisory services. The Manager is responsible for the management of the Trust&#146;s portfolio and provides the personnel,
facilities, equipment and certain other services necessary to the operations of the Trust. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">For such services, the Trust pays the Manager a monthly fee at
an annual rate equal to 1.25% of the average daily value of the Trust&#146;s managed assets. For purposes of calculating these fees, &#147;managed assets&#148; means the total assets of the Trust (including any assets attributable to money borrowed
for investment purposes) minus the sum of the Trust&#146;s accrued liabilities (other than money borrowed for investment purposes). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Waivers</B>: The
Trust and the Manager have also entered into a fee waiver agreement (the &#147;Fee Waiver Agreement&#148;), pursuant to which the Manager has contractually agreed to waive the management fee with respect to any portion of the Trust&#146;s assets
attributable to investments in any equity and fixed-income mutual funds and exchange-traded funds managed by the Manager or its affiliates that have a contractual fee, through June&nbsp;30, 2023. In addition, pursuant to the Fee Waiver Agreement,
the Manager has contractually agreed to waive its management fees by the amount of investment advisory fees the Trust pays to the Manager indirectly through its investment in money market funds managed by the Manager or its affiliates, through
June&nbsp;30, 2023. The Fee Waiver Agreement may be terminated at any time, without the payment of any penalty, only by the Trust (upon the vote of a majority of the Independent Trustees or a majority of the outstanding voting securities of the
Trust), upon 90 days&#146; written notice by the Trust to the Manager. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Note 5.&nbsp;&nbsp;&nbsp;&nbsp;Income Tax Information: </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">It is the Trust&#146;s policy to comply with the requirements of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies,
and to distribute substantially all of its taxable income to its shareholders. Therefore, no federal income tax provision is required. </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">F-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:10pt; font-family:Times New Roman"><B>Note 6.&nbsp;&nbsp;&nbsp;&nbsp;Organization Expenses and Offering Costs: </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Manager (and not the Trust) has agreed to pay the organizational and offering expenses of the Trust, estimated to be $150,500 and $1,225,050, respectively,
and therefore such amounts are not recorded in the Trust&#146;s financial statement. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Note 7.&nbsp;&nbsp;&nbsp;&nbsp;Subsequent Events: </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Management has evaluated the impact of all subsequent events on the Trust through the date the financial statement was issued and has determined that there
were no subsequent events requiring adjustment or additional disclosure in the financial statement. </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">F-7 </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:10pt; font-family:Times New Roman" ALIGN="center"><B>APPENDIX A </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>RATINGS OF INVESTMENTS </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>S&amp;P Global Ratings</I></B>&#151;A brief description of the applicable S&amp;P Global Ratings (&#147;S&amp;P&#148;) rating symbols
and their meanings (as published by S&amp;P) follows: </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">An S&amp;P issue credit rating is a forward-looking opinion about the
creditworthiness of an obligor with respect to a specific financial obligation, a specific class of financial obligations, or a specific financial program (including ratings on medium-term note programs and commercial paper programs). It takes into
consideration the creditworthiness of guarantors, insurers, or other forms of credit enhancement on the obligation and takes into account the currency in which the obligation is denominated. The opinion reflects S&amp;P&#146;s view of the
obligor&#146;s capacity and willingness to meet its financial commitments as they come due, and this opinion may assess terms, such as collateral security and subordination, which could affect ultimate payment in the event of default. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Issue credit ratings can be either long-term or short-term. Short-term ratings are generally assigned to those obligations considered
short-term in the relevant market. Short-term ratings are also used to indicate the creditworthiness of an obligor with respect to put features on long-term obligations. Medium-term notes are assigned long-term ratings. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Long-Term Issue Credit Ratings* </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Issue
credit ratings are based, in varying degrees, on S&amp;P&#146;s analysis of the following considerations: </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="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="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">The likelihood of payment &#150; the capacity and willingness of the obligor to meet its financial commitments on
an obligation in accordance with the terms of the obligation; </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="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">The nature and provisions of the financial obligation, and the promise we impute; and </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="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">The protection afforded by, and relative position of, the financial obligation in the event of a bankruptcy,
reorganization, or other arrangement under the laws of bankruptcy and other laws affecting creditors&#146; rights. </P></TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">An
issue rating is an assessment of default risk but may incorporate an assessment of relative seniority or ultimate recovery in the event of default. Junior obligations are typically rated lower than senior obligations, to reflect lower priority in
bankruptcy, as noted above. (Such differentiation may apply when an entity has both senior and subordinated obligations, secured and unsecured obligations, or operating company and holding company obligations.) </P>
<P STYLE="font-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="6%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="93%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">AAA</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">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.</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:10pt">
<TD VALIGN="top">AA</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">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.</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:10pt">
<TD VALIGN="top">A</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">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.</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:10pt">
<TD VALIGN="top">BBB</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">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.</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:10pt">
<TD VALIGN="top">BB;&nbsp;B; CCC; CC; and C</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">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.</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">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">

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<TD VALIGN="top">BB</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">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.</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
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<TD VALIGN="top">B</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">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.</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
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<TD VALIGN="top">CCC</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">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.</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:10pt">
<TD VALIGN="top">CC</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">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.</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:10pt">
<TD VALIGN="top">C</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">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.</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:10pt">
<TD VALIGN="top">D</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">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 Global Ratings 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.</TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">*<B> </B>The 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:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Short-Term Issue Credit Ratings </B></P>
<P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD WIDTH="93%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"><FONT STYLE="white-space:nowrap">A-1</FONT></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">A short-term obligation rated <FONT STYLE="white-space:nowrap">&#145;A-1&#146;</FONT> is rated in the highest category by S&amp;P. The obligor&#146;s capacity to meet its financial commitments on the obligation is strong. Within
this category, certain obligations are designated with a plus sign (+). This indicates that the obligor&#146;s capacity to meet its financial commitments on these obligations is extremely strong.</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:10pt">
<TD VALIGN="top"><FONT STYLE="white-space:nowrap">A-2</FONT></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">A short-term obligation rated <FONT STYLE="white-space:nowrap">&#145;A-2&#146;</FONT> is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rating
categories. However, the obligor&#146;s capacity to meet its financial commitments on the obligation is satisfactory.</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:10pt">
<TD VALIGN="top"><FONT STYLE="white-space:nowrap">A-3</FONT></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">A short-term obligation rated <FONT STYLE="white-space:nowrap">&#145;A-3&#146;</FONT> exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to weaken an
obligor&#146;s capacity to meet its financial commitments on the obligation.</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:10pt">
<TD VALIGN="top">B</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">A short-term obligation rated &#145;B&#146; is regarded as vulnerable and has significant speculative characteristics. The obligor currently has the capacity to meet its financial commitments; however, it faces major ongoing
uncertainties that could lead to the obligor&#146;s inadequate capacity to meet its financial commitments.</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:10pt">
<TD VALIGN="top">C</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">A short-term obligation rated &#145;C&#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.</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">A-2 </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 VALIGN="top">D</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">A short-term 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 any stated grace period. However, any stated grace period longer than five business days will be treated as five business days. The
&#145;D&#146; rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action and where default on an obligation is a virtual certainty, for example due to automatic stay provisions. A rating on an obligation is
lowered to &#145;D&#146; if it is subject to a distressed exchange offer.</TD></TR>
</TABLE> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Description of S&amp;P&#146;s Municipal Short-Term Note Ratings </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">An S&amp;P U.S. municipal note rating reflects S&amp;P&#146;s opinion about the liquidity factors and market access risks unique to the notes.
Notes due in three years or less will likely receive a note rating. Notes with an original maturity of more than three years will most likely receive a long-term debt rating. In determining which type of rating, if any, to assign, S&amp;P&#146;s
analysis will review the following considerations: </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="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="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Amortization schedule &#150; the larger the final maturity relative to other maturities, the more likely it will
be treated as a note; and </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="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Source of payment &#150; the more dependent the issue is on the market for its refinancing, the more likely it
will be treated as a note. </P></TD></TR></TABLE> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Municipal Short-Term Note Ratings </B></P>
<P STYLE="font-size:6pt;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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<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"><FONT STYLE="white-space:nowrap">SP-1</FONT></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">Strong capacity to pay principal and interest. An issue determined to possess a very strong capacity to pay debt service is given a plus (+) designation.</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:10pt">
<TD VALIGN="top"><FONT STYLE="white-space:nowrap">SP-2</FONT></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">Satisfactory capacity to pay principal and interest, with some vulnerability to adverse financial and</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:10pt">
<TD VALIGN="top"><FONT STYLE="white-space:nowrap">SP-3</FONT></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">Speculative capacity to pay principal and interest.</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:10pt">
<TD VALIGN="top">D</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&#145;D&#146; is assigned upon failure to pay the note when due, completion of a distressed exchange offer, or the filing of a bankruptcy petition or the taking of similar action and where default on an obligation is a virtual
certainty, for example due to automatic stay provisions.</TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B>Moody&#146;s Investors Service Inc.</B> &#151; A brief description of the applicable Moody&#146;s Investors
Service Inc. (&#147;Moody&#146;s&#148;) rating symbols and their meanings (as published by Moody&#146;s) follows: </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Ratings assigned on
Moody&#146;s global long-term and short-term rating scales are forward-looking opinions of the relative credit risks of financial obligations issued by <FONT STYLE="white-space:nowrap">non-financial</FONT> corporates, financial institutions,
structured finance vehicles, project finance vehicles, and public sector entities. Long-term ratings are assigned to issuers or obligations with an original maturity of one year or more and reflect both on the likelihood of a default or impairment
on contractual financial obligations and the expected financial loss suffered in the event of default or impairment. Short-term ratings are assigned to obligations with an original maturity of thirteen months or less and reflect both on the
likelihood of a default or impairment on contractual financial obligations and the expected financial loss suffered in the event of default or impairment. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Global Long-Term Rating Scale </B></P> <P STYLE="font-size:6pt;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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<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Aaa</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">Obligations rated Aaa are judged to be of the highest quality, subject to the lowest level of credit risk.</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:10pt">
<TD VALIGN="top">Aa</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">Obligations rated Aa are judged to be of high quality and are subject to very low credit risk.</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:10pt">
<TD VALIGN="top">A</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">Obligations rated A are judged to be upper-medium grade and are subject to low credit risk.</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:10pt">
<TD VALIGN="top">Baa</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">Obligations rated Baa are judged to be medium-grade and subject to moderate credit risk and as such may possess certain speculative characteristics.</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">A-3 </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 VALIGN="top">Ba</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">Obligations rated Ba are judged to be speculative and are subject to substantial credit risk.</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:10pt">
<TD VALIGN="top">B</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">Obligations rated B are considered speculative and are subject to high credit risk.</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:10pt">
<TD VALIGN="top">Caa</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">Obligations rated Caa are judged to be speculative of poor standing and are subject to very high credit risk.</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:10pt">
<TD VALIGN="top">Ca</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest.</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:10pt">
<TD VALIGN="top">C</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">Obligations rated C are the lowest rated and are typically in default, with little prospect for recovery of principal or interest.</TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><I>Note:</I><B><I> </I></B>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; text-indent:4%; font-size:10pt; font-family:Times New Roman"><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:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Global Short-Term Rating Scale </B></P>
<P STYLE="font-size:6pt;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"><FONT STYLE="white-space:nowrap">P-1</FONT></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">Issuers (or supporting institutions) rated <FONT STYLE="white-space:nowrap">Prime-1</FONT> have a superior ability to repay short-term debt obligations.</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:10pt">
<TD VALIGN="top"><FONT STYLE="white-space:nowrap">P-2</FONT></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">Issuers (or supporting institutions) rated <FONT STYLE="white-space:nowrap">Prime-2</FONT> have a strong ability to repay short-term debt obligations.</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:10pt">
<TD VALIGN="top"><FONT STYLE="white-space:nowrap">P-3</FONT></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">Issuers (or supporting institutions) rated <FONT STYLE="white-space:nowrap">Prime-3</FONT> have an acceptable ability to repay short-term obligations.</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:10pt">
<TD VALIGN="top">NP</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories.</TD></TR>
</TABLE> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Description of Moody&#146;s US Municipal Short-Term Obligation Ratings </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Municipal Investment Grade (MIG) scale is used to rate US municipal bond anticipation notes of up to five years maturity. Municipal notes
rated on the MIG scale may be secured by either pledged revenues or proceeds of a <FONT STYLE="white-space:nowrap">take-out</FONT> financing received prior to note maturity. MIG ratings expire at the maturity of the obligation, and the issuer&#146;s
long-term rating is only one consideration in assigning the MIG rating. MIG ratings are divided into three levels&#151;MIG 1 through MIG 3&#151;while speculative grade short-term obligations are designated SG. </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD VALIGN="top">MIG 1</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">This designation denotes superior credit quality. Excellent protection is afforded by established cash flows, highly reliable liquidity support, or demonstrated broad-based access to the market for refinancing.</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:10pt">
<TD VALIGN="top">MIG 2</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">This designation denotes strong credit quality. Margins of protection are ample, although not as large as in the preceding group.</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">A-4 </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="92%"></TD></TR>

<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">MIG 3</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">This designation denotes acceptable credit quality. Liquidity and cash-flow protection may be narrow, and market access for refinancing is likely to be less well-established.</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="8"></TD>
<TD HEIGHT="8" COLSPAN="2"></TD></TR>
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<TD VALIGN="top">SG</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">This designation denotes speculative-grade credit quality. Debt instruments in this category may lack sufficient margins of protection.</TD></TR>
</TABLE> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Description of Moody&#146;s Demand Obligation Ratings </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In the case of variable rate demand obligations (VRDOs), a <FONT STYLE="white-space:nowrap">two-component</FONT> rating is assigned: a long or
short-term debt rating and a demand obligation rating. The first element represents Moody&#146;s evaluation of risk associated with scheduled principal and interest payments. The second element represents Moody&#146;s evaluation of risk associated
with the ability to receive purchase price upon demand (&#147;demand feature&#148;). The second element uses a rating from a variation of the MIG scale called the Variable Municipal Investment Grade (VMIG) scale. </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="91%"></TD></TR>


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<TD VALIGN="top">VMIG&nbsp;1</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">This designation denotes superior credit quality. Excellent protection is afforded by the superior short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of
purchase price upon demand.</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:10pt">
<TD VALIGN="top">VMIG&nbsp;2</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">This designation denotes strong credit quality. Good protection is afforded by the strong short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of purchase price
upon demand.</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:10pt">
<TD VALIGN="top">VMIG&nbsp;3</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">This designation denotes acceptable credit quality. Adequate protection is afforded by the satisfactory short-term credit strength of the liquidity provider and structural and legal protections that ensure the timely payment of
purchase price upon demand.</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:10pt">
<TD VALIGN="top">SG</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">This designation denotes speculative-grade credit quality. Demand features rated in this category may be supported by a liquidity provider that does not have an investment grade short-term rating or may lack the structural and/or
legal protections necessary to ensure the timely payment of purchase price upon demand.</TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>Fitch Ratings, Inc. &#151; </I></B>A brief description of the applicable Fitch Ratings, Inc.
(&#147;Fitch&#148;) ratings symbols and meanings (as published by Fitch) follows: </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Fitch&#146;s credit ratings relating to issuers are an
opinion on the relative ability of an entity to meet financial commitments, such as interest, preferred dividends, repayment of principal, insurance claims or counterparty obligations. Credit ratings are used by investors as indications of the
likelihood of receiving the money owed to them in accordance with the terms on which they invested. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Fitch&#146;s credit ratings do not
directly address any risk other than credit risk. In particular, ratings do not deal with the risk of a market value loss on a rated security due to changes in interest rates, liquidity and other market considerations. However, in terms of payment
obligation on the rated liability, market risk may be considered to the extent that it influences the ability of an issuer to pay upon a commitment. Ratings nonetheless do not reflect market risk to the extent that they influence the size or other
conditionality of the obligation to pay upon a commitment (for example, in the case of index-linked bonds). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In the default components of
ratings assigned to individual obligations or instruments, the agency typically rates to the likelihood of <FONT STYLE="white-space:nowrap">non-payment</FONT> or default in accordance with the terms of that instrument&#146;s documentation. In
limited cases, Fitch may include additional considerations (i.e. rate to a higher or lower standard than that implied in the obligation&#146;s documentation). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The terms &#147;investment grade&#148; and &#147;speculative grade&#148; have established themselves over time as shorthand to describe the
categories &#145;AAA&#146; to &#145;BBB&#146; (investment grade) and &#145;BB&#146; to &#145;D&#146; (speculative grade). The terms </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-5 </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:10pt; font-family:Times New Roman">
investment grade and speculative grade are market conventions and do not imply any recommendation or endorsement of a specific security for investment purposes. Investment grade categories
indicate relatively low to moderate credit risk, while ratings in the speculative categories either signal a higher level of credit risk or that a default has already occurred. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">A designation of Not Rated or NR is used to denote securities not rated by Fitch where Fitch has rated some, but not all, securities
comprising an issuance capital structure. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Description of Fitch&#146;s Long-Term Credit Ratings Scale </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Rated entities in a number of sectors, including financial and <FONT STYLE="white-space:nowrap">non-financial</FONT> corporations, sovereigns,
insurance companies and certain sectors within public finance, are generally assigned Issuer Default Ratings (IDRs). IDRs are also assigned to certain entities or enterprises in global infrastructure, project finance and public finance. IDRs opine
on an entity&#146;s relative vulnerability to default (including by way of a distressed debt exchange) on financial obligations. The threshold default risk addressed by the IDR is generally that of the financial obligations whose <FONT
STYLE="white-space:nowrap">non-payment</FONT> would best reflect the uncured failure of that entity. As such, IDRs also address relative vulnerability to bankruptcy, administrative receivership or similar concepts. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In aggregate, IDRs provide an ordinal ranking of issuers based on the agency&#146;s view of their relative vulnerability to default, rather
than a prediction of a specific percentage likelihood of default. </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 VALIGN="top">AAA</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">Highest credit quality. &#145;AAA&#146; 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.</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:10pt">
<TD VALIGN="top">AA</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">Very high credit quality. &#145;AA&#146; 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.</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:10pt">
<TD VALIGN="top">A</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">High credit quality. &#145;A&#146; 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.</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:10pt">
<TD VALIGN="top">BBB</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">Good credit quality. &#145;BBB&#146; 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.</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:10pt">
<TD VALIGN="top">BB</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">Speculative. &#145;BB&#146; 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.</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:10pt">
<TD VALIGN="top">B</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">Highly speculative. &#145;B&#146; 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.</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:10pt">
<TD VALIGN="top">CCC</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">Substantial credit risk. Default is a real possibility.</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:10pt">
<TD VALIGN="top">CC</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">Very high levels of credit risk. Default of some kind appears probable.</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:10pt">
<TD VALIGN="top">C</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">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 &#145;C&#146; category
rating for an issuer include:</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%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">a.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">the issuer has entered into a grace or cure period following
<FONT STYLE="white-space:nowrap">non-payment</FONT> of a material financial obligation; </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">A-6 </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:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="7%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">b.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">the issuer has entered into a temporary negotiated waiver or standstill agreement following a payment default
on a material financial obligation; </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="7%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">c.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">the formal announcement by the issuer or their agent of a distressed debt exchange; </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="7%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">d.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">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></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%" VALIGN="top" ALIGN="left">RD</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">Restricted default. &#145;RD&#146; ratings indicate an issuer that in Fitch&#146;s opinion has experienced:
</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="7%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">a.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">an uncured payment default or distressed debt exchange on a bond, loan or other material financial obligation,
but </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="7%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">b.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">has not entered into bankruptcy filings, administration, receivership, liquidation, or other formal <FONT
STYLE="white-space:nowrap">winding-up</FONT> procedure, and </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="7%">&nbsp;</TD>
<TD WIDTH="4%" VALIGN="top" ALIGN="left">c.</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">has not otherwise ceased operating. </P></TD></TR></TABLE>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:7%; font-size:10pt; font-family:Times New Roman">This would include: </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%">&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:10pt; font-family:Times New Roman; " ALIGN="left">the selective payment default on a specific class or currency of debt; </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="7%">&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:10pt; font-family:Times New Roman; " ALIGN="left">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; </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="7%">&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:10pt; font-family:Times New Roman; " ALIGN="left">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></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">D</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">Default. &#145;D&#146; 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. </P></TD></TR></TABLE>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:7%; font-size:10pt; font-family:Times New Roman">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. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:7%; font-size:10pt; font-family:Times New Roman">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:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Notes: The modifiers &#147;+&#148; or &#147;-&#148; may be appended to a rating to denote relative status within
major rating categories. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Description of Fitch&#146;s Short-Term Credit Ratings Scale </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">A short-term issuer or obligation rating is based in all cases on the short-term vulnerability to default of the rated entity and relates to
the capacity to meet financial obligations in accordance with the documentation governing the relevant obligation. Short-term deposit ratings may be adjusted for loss severity. Short-Term Ratings are assigned to obligations whose initial maturity is
viewed as &#147;short term&#148; based on market convention. Typically, this means up to 13 months for corporate, sovereign, and structured obligations and up to 36 months for obligations in U.S. public finance markets<B><I>.</I></B> </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">F1</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">Highest short-term credit quality. Indicates the strongest intrinsic capacity for timely payment of financial
commitments; may have an added &#147;+&#148; to denote any exceptionally strong credit feature. </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">A-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:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<TD WIDTH="7%" VALIGN="top" ALIGN="left">F2</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">Good short-term credit quality. Good intrinsic capacity for timely payment of financial commitments.
</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="7%" VALIGN="top" ALIGN="left">F3</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">Fair short-term credit quality. The intrinsic capacity for timely payment of financial commitments is adequate.
</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="7%" VALIGN="top" ALIGN="left">B</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">Speculative short-term credit quality. Minimal capacity for timely payment of financial commitments, plus
heightened vulnerability to near term adverse changes in financial and economic conditions. </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="7%" VALIGN="top" ALIGN="left">C</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">High short-term default risk. Default is a real possibility. </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="7%" VALIGN="top" ALIGN="left">RD</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">Restricted default. Indicates an entity that has defaulted on one or more of its financial commitments,
although it continues to meet other financial obligations. Typically applicable to entity ratings only. </P></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">D</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">Default. Indicates a broad-based default event for an entity, or the default of a short-term obligation.
</P></TD></TR></TABLE> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Specific Limitations Relating to Credit Rating Scales </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The following specific limitations relate to issuer default scales, ratings assigned to corporate finance obligations, ratings assigned to
public finance obligations, ratings assigned to structured finance transactions, ratings assigned to global infrastructure and project finance transactions, ratings assigned for banks (Viability Ratings, Support Ratings, Support Floors), derivative
counterparty ratings and insurer financial strength ratings. </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="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="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">The ratings do not predict a specific percentage of default likelihood or failure likelihood over any given time
period. </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="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">The ratings do not opine on the market value of any issuer&#146;s securities or stock, or the likelihood that
this value may change. </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="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">The ratings do not opine on the liquidity of the issuer&#146;s securities or stock. </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="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">The ratings do not opine on the possible loss severity on an obligation should an issuer (or an obligation with
respect to structured finance transactions) default, except in the following cases: </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="10%">&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">Ratings assigned to individual obligations of issuers in corporate finance, banks,
<FONT STYLE="white-space:nowrap">non-bank</FONT> financial institutions, insurance and covered bonds. </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="10%">&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">In limited circumstances for U.S. public finance obligations where Chapter 9 of the Bankruptcy Code provides
reliably superior prospects for ultimate recovery to local government obligations that benefit from a statutory lien on revenues or during the pendency of a bankruptcy proceeding under the Code if there is sufficient visibility on potential recovery
prospects. </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="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">The ratings do not opine on the suitability of an issuer as a counterparty to trade credit.
</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="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">The ratings do not opine on any quality related to an issuer&#146;s business, operational or financial profile
other than the agency&#146;s opinion on its relative vulnerability to default or in the case of bank Viability Ratings on its relative vulnerability to failure. For the avoidance of doubt, not all defaults will be considered a default for rating
purposes. Typically, a default relates to a liability payable to an unaffiliated, outside investor. </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="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">The ratings do not opine on any quality related to a transaction&#146;s profile other than the agency&#146;s
opinion on the relative vulnerability to default of an issuer and/or of each rated tranche or security. </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="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">The ratings do not predict a specific percentage of extraordinary support likelihood over any given period.
</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="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">In the case of bank Support Ratings and Support Rating Floors, the ratings do not opine on any quality related to
an issuer&#146;s business, operational or financial profile other than the agency&#146;s opinion on its relative likelihood of receiving external extraordinary support. </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="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">The ratings do not opine on the suitability of any security for investment or any other purposes
</P></TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The above list is not exhaustive and is provided for the reader&#146;s convenience. </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-8 </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:10pt; font-family:Times New Roman" ALIGN="right"><B>APPENDIX B </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL" ALIGN="right"><FONT STYLE="white-space:nowrap">Closed-End</FONT> Fund Proxy Voting Policy </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL" ALIGN="right">October&nbsp;1, 2020 </P> <P STYLE="font-size:18pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt;margin-bottom:0pt" ALIGN="center">


<IMG SRC="g93447g64k79.jpg" ALT="LOGO">
 </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">Effective Date: October&nbsp;1, 2020 </P>
<P STYLE="margin-top:4pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>Applies to the following types of Funds registered under the 1940 Act: </B></P>
<P STYLE="margin-top:2pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><FONT STYLE="font-family:Times New Roman">&#9744;</FONT> <FONT STYLE="white-space:nowrap">Open-End</FONT> Mutual Funds (including money market funds) </P>
<P STYLE="margin-top:2pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><FONT STYLE="font-family:Times New Roman">&#9744;</FONT> Money Market Funds Only </P> <P STYLE="margin-top:2pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><FONT
STYLE="font-family:Times New Roman">&#9744;</FONT> iShares ETFs </P> <P STYLE="margin-top:2pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><FONT STYLE="font-family:Times New Roman">&#9746;</FONT>
<FONT STYLE="white-space:nowrap">Closed-End</FONT> Funds </P> <P STYLE="margin-top:2pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL"><FONT STYLE="font-family:Times New Roman">&#9744;</FONT> Other </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">The Boards of Trustees/Directors (the &#147;Directors&#148;) of the <FONT STYLE="white-space:nowrap">closed-end</FONT> funds advised by BlackRock Advisors, LLC
(&#147;BlackRock&#148;) (the &#147;Funds&#148;) have the responsibility for the oversight of voting proxies relating to portfolio securities of the Funds, and have determined that it is in the best interests of the Funds and their shareholders to
delegate that responsibility to BlackRock as part of BlackRock&#146;s authority to manage, acquire and dispose of account assets, all as contemplated by the Funds&#146; respective investment management agreements. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">BlackRock has adopted guidelines and procedures (together and as from time to time amended, the &#147;BlackRock Proxy Voting Guidelines&#148;) governing proxy voting by
accounts managed by BlackRock. BlackRock will cast votes on behalf of each of the Funds on specific proxy issues in respect of securities held by each such Fund in accordance with the BlackRock Proxy Voting Guidelines; provided, however, that in the
case of underlying <FONT STYLE="white-space:nowrap">closed-end</FONT> funds (including business development companies and other similarly-situated asset pools) held by the Funds that have, or are proposing to adopt, a classified board structure,
BlackRock will typically (a)&nbsp;vote in favor of proposals to adopt classification and against proposals to eliminate classification, and (b)&nbsp;not vote against directors as a result of their adoption of a classified board structure. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:ARIAL">BlackRock will report on an annual basis to the Directors on (1)&nbsp;a summary of all proxy votes that BlackRock has made on behalf of the Funds in the preceding year
together with a representation that all votes were in accordance with the BlackRock Proxy Voting Guidelines (as modified pursuant to the immediately preceding paragraph), and (2)&nbsp;any changes to the BlackRock Proxy Voting Guidelines that have
not previously been reported. </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">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">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>PROXY VOTING POLICIES &#150; BLACKROCK U.S. REGISTERED FUNDS </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>BlackRock Investment Stewardship </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Global Corporate Governance&nbsp;&amp; Engagement Principles </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>January 2020 </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>BlackRock </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Contents </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></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="94%"></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"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP><A HREF="#appb93447_1">INTRODUCTION TO BLACKROCK</A></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP><FONT STYLE="white-space:nowrap">B-3</FONT></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP><A HREF="#appb93447_2">PHILOSOPHY ON CORPORATE GOVERNANCE</A></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP><FONT STYLE="white-space:nowrap">B-3</FONT></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP><A HREF="#appb93447_3">CORPORATE GOVERNANCE, ENGAGEMENT AND VOTING</A></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP><FONT STYLE="white-space:nowrap">B-4</FONT></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP><A HREF="#appb93447_4">BOARDS AND DIRECTORS</A></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP><FONT STYLE="white-space:nowrap">B-5</FONT></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP><A HREF="#appb93447_5">AUDITORS AND AUDIT-RELATED ISSUES</A></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP><FONT STYLE="white-space:nowrap">B-6</FONT></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP><A HREF="#appb93447_6">CAPITAL STRUCTURE, MERGERS, ASSET SALES AND OTHER SPECIAL TRANSACTIONS</A></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP><FONT STYLE="white-space:nowrap">B-6</FONT></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP><A HREF="#appb93447_7">COMPENSATION AND BENEFITS</A></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP><FONT STYLE="white-space:nowrap">B-7</FONT></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP><A HREF="#appb93447_8">ENVIRONMENTAL AND SOCIAL ISSUES</A></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP><FONT STYLE="white-space:nowrap">B-7</FONT></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP><A HREF="#appb93447_9">CLIMATE RISK</A></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP><FONT STYLE="white-space:nowrap">B-9</FONT></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP><A HREF="#appb93447_10">GENERAL CORPORATE GOVERNANCE MATTERS AND SHAREHOLDER PROTECTIONS</A></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP><FONT STYLE="white-space:nowrap">B-9</FONT></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP><A HREF="#appb93447_11">BLACKROCK&#146;S OVERSIGHT OF ITS INVESTMENT STEWARDSHIP ACTIVITIES</A></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP><FONT STYLE="white-space:nowrap">B-9</FONT></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP><A HREF="#appb93447_12">OVERSIGHT</A></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP><FONT STYLE="white-space:nowrap">B-9</FONT></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP><A HREF="#appb93447_13">VOTE EXECUTION</A></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP><FONT STYLE="white-space:nowrap">B-10</FONT></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP><A HREF="#appb93447_14">CONFLICTS MANAGEMENT POLICIES AND PROCEDURES</A></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP><FONT STYLE="white-space:nowrap">B-11</FONT></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP><A HREF="#appb93447_15">VOTING GUIDELINES</A></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP><FONT STYLE="white-space:nowrap">B-12</FONT></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP><A HREF="#appb93447_16">REPORTING AND VOTE TRANSPARENCY</A></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP><FONT STYLE="white-space:nowrap">B-12</FONT></TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">If you would like additional information, please contact: </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><U>ContactStewardship@blackrock.com</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">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">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="appb93447_1"></A>INTRODUCTION TO BLACKROCK </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">BlackRock&#146;s purpose is to help more and more people experience financial well-being. As a fiduciary to our clients, we provide the investment and
technology solutions they need when planning for their most important goals. We manage assets on behalf of institutional and individual clients, across a full spectrum of investment strategies, asset classes and regions. Our client base includes
pension plans, endowments, foundations, charities, official institutions, insurers and other financial institutions, as well as individuals around the world. </P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="appb93447_2"></A>PHILOSOPHY ON CORPORATE GOVERNANCE </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">BlackRock Investment Stewardship (&#147;BIS&#148;) activities are focused on maximizing long-term value for our clients. BIS does this through engagement with
boards and management of investee companies and, for those clients who have given us authority, through voting at shareholder meetings. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">We believe that
there are certain fundamental rights attached to shareholding. Companies and their boards should be accountable to shareholders and structured with appropriate checks and balances to ensure that they operate in shareholders&#146; best interests.
Effective voting rights are central to the rights of ownership and there should be one vote for one share. Shareholders should have the right to elect, remove and nominate directors, approve the appointment of the auditor and to amend the corporate
charter or <FONT STYLE="white-space:nowrap">by-laws.</FONT> Shareholders should be able to vote on matters that are material to the protection of their investment, including but not limited to, changes to the purpose of the business, dilution levels
and <FONT STYLE="white-space:nowrap">pre-emptive</FONT> rights, and the distribution of income and capital structure. In order to make informed decisions, we believe that shareholders have the right to sufficient and timely information. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Our primary focus is on the performance of the board of directors. As the agent of shareholders, the board should set the company&#146;s strategic aims within
a framework of prudent and effective controls, which enables risk to be assessed and managed. The board should provide direction and leadership to management and oversee management&#146;s performance. Our starting position is to be supportive of
boards in their oversight efforts on shareholders&#146; behalf and we would generally expect to support the items of business they put to a vote at shareholder meetings. Votes cast against or withheld from resolutions proposed by the board are a
signal that we are concerned that the directors or management have either not acted in the best interests of shareholders or have not responded adequately to shareholder concerns. We assess voting matters on a <FONT STYLE="white-space:nowrap"><FONT
STYLE="white-space:nowrap">case-by-case</FONT></FONT> basis and in light of each company&#146;s unique circumstances taking into consideration regional best practices and long-term value creation. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">These principles set out our approach to engaging with companies, provide guidance on our position on corporate governance and outline how our views might be
reflected in our voting decisions. Corporate governance practices can vary internationally, so our expectations in relation to individual companies are based on the legal and regulatory framework of each local market. However, we believe there are
overarching principles of corporate governance that apply globally and provide a framework for more detailed, market-specific assessments. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">We believe
BlackRock has a responsibility in relation to monitoring and providing feedback to companies, sometimes known as &#147;stewardship.&#148; These ownership responsibilities include engaging with management or board members on corporate governance
matters, voting proxies in the best long-term economic interests of our clients, and engaging with regulatory bodies to ensure a sound policy framework consistent with promoting long-term shareholder value creation. We also believe in the
responsibility to our clients to have appropriate resources and oversight structures. Our approach is set out in the section below titled &#147;BlackRock&#146;s oversight of its investment stewardship activities&#148; and is further detailed in a
<U>team profile on our website</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">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">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="appb93447_3"></A>CORPORATE GOVERNANCE, ENGAGEMENT AND VOTING </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">We recognize that accepted standards of corporate governance differ between markets, but we believe there are sufficient common threads globally to identify
an overarching set of principles. The objective of our investment stewardship activities is the protection and enhancement of the value of our clients&#146; investments in public corporations. Thus, these principles focus on practices and structures
that we consider to be supportive of long-term value creation. We discuss below the principles under six key themes. In our regional and market-specific voting guidelines we explain how these principles inform our voting decisions in relation to
specific resolutions that may appear on the agenda of a shareholder meeting in the relevant market. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The six key themes are: </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="1%" 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">Boards and directors </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="1%" 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">Auditors and audit-related issues </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="1%" 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">Capital structure, mergers, asset sales and other special transactions </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="1%" 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">Compensation and benefits </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="1%" 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">Environmental and social issues </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="1%" 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">General corporate governance matters and shareholder protections </P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">At a minimum, we expect companies to observe the accepted corporate governance standards in their domestic market or to explain why doing so is not in the
interests of shareholders. Where company reporting and disclosure is inadequate or the approach taken is inconsistent with our view of what is in the best interests of shareholders, we will engage with the company and/or use our vote to encourage a
change in practice. In making voting decisions, we perform independent research and analysis, such as reviewing relevant information published by the company and apply our voting guidelines to achieve the outcome we believe best protects our
clients&#146; long-term economic interests. We also work closely with our active portfolio managers, and may take into account internal and external research. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">BlackRock views engagement as an important activity; engagement provides us with the opportunity to improve our understanding of the challenges and
opportunities that investee companies are facing and their governance structures. Engagement also allows us to share our philosophy and approach to investment and corporate governance with companies to enhance their understanding of our objectives.
Our engagements often focus on providing our feedback on company disclosures, particularly where we believe they could be enhanced. There are a range of approaches we may take in engaging companies depending on the nature of the issue under
consideration, the company and the market. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">BlackRock&#146;s engagements emphasize direct dialogue with corporate leadership on the governance issues
identified in these principles that have a material impact on financial performance. These engagements enable us to cast informed votes aligned with clients&#146; long-term economic interests. We generally prefer to engage in the first instance
where we have concerns and give management time to address or resolve the issue. As a long-term investor, we are patient and persistent in working with our portfolio companies to have an open dialogue and develop mutual understanding of governance
matters, to promote the adoption of best practices and to assess the merits of a company&#146;s approach to its governance. We monitor the companies in which we invest and engage with them constructively and privately where we believe doing so helps
protect shareholders&#146; interests. We do not try to micro-manage companies, or tell management and boards what to do. We present our views as a long-term shareholder and listen to companies&#146; responses. The materiality and immediacy of a
given issue will generally determine the level of our engagement and whom we seek to engage at the company, which could be management representatives or board directors. </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">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">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I><A NAME="appb93447_4"></A>Boards and directors </I></B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The performance of the board is critical to the economic success of the company and to the protection of shareholders&#146; interests. Board members serve as
agents of shareholders in overseeing the strategic direction and operation of the company. For this reason, BlackRock focuses on directors in many of our engagements and sees the election of directors as one of our most important responsibilities in
the proxy voting context. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">We expect the board of directors to promote and protect shareholder interests by: </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="1%" 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">establishing an appropriate corporate governance structure </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="1%" 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">supporting and overseeing management in setting long-term strategic goals, applicable measures of value-creation
and milestones that will demonstrate progress, and steps taken if any obstacles are anticipated or incurred </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="1%" 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">ensuring the integrity of financial statements </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="1%" 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">making independent decisions regarding mergers, acquisitions and disposals </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="1%" 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">establishing appropriate executive compensation structures </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="1%" 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">addressing business issues, including environmental and social issues, when they have the potential to materially
impact company reputation and performance </P></TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">There should be clear definitions of the role of the board, the committees of the board and
senior management such that the responsibilities of each are well understood and accepted. Companies should report publicly the approach taken to governance (including in relation to board structure) and why this approach is in the best interest of
shareholders. We will seek to engage with the appropriate directors where we have concerns about the performance of the board or the company, the broad strategy of the company, or the performance of individual board members. We believe that when a
company is not effectively addressing a material issue, its directors should be held accountable. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">BlackRock believes that directors should stand for <FONT
STYLE="white-space:nowrap">re-election</FONT> on a regular basis. We assess directors nominated for election or <FONT STYLE="white-space:nowrap">re-election</FONT> in the context of the composition of the board as a whole. There should be detailed
disclosure of the relevant credentials of the individual directors in order for shareholders to assess the caliber of an individual nominee. We expect there to be a sufficient number of independent directors on the board to ensure the protection of
the interests of all shareholders. Common impediments to independence may include but are not limited to: </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="1%" 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">current or former employment at the company or a subsidiary within the past several years </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="1%" 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">being, or representing, a shareholder with a substantial shareholding in the company </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="1%" 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">interlocking directorships </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="1%" 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">having any other interest, business or other relationship which could, or could reasonably be perceived to,
materially interfere with the director&#146;s ability to act in the best interests of the company </P></TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">BlackRock believes that the operation
of the board is enhanced when there is a clearly independent, senior <FONT STYLE="white-space:nowrap">non-executive</FONT> director to chair it or, where the chairman is also the CEO (or is otherwise not independent), an independent lead director.
The role of this director is to enhance the effectiveness of the independent members of the board through shaping the agenda, ensuring adequate information is provided to the board and encouraging independent participation in board deliberations.
The lead independent board director should be available to shareholders in those situations where a director is best placed to explain and justify a company&#146;s approach. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">To ensure that the board remains effective, regular reviews of board performance should be carried out and assessments made of gaps in skills or experience
amongst the members. BlackRock believes it is beneficial for </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">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">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
new directors to be brought onto the board periodically to refresh the group&#146;s thinking and to ensure both continuity and adequate succession planning. In identifying potential candidates,
boards should take into consideration the multiple dimensions of diversity, including personal factors such as gender, ethnicity, and age; as well as professional characteristics, such as a director&#146;s industry, area of expertise, and geographic
location. The board should review these dimensions of the current directors and how they might be augmented by incoming directors. We believe that directors are in the best position to assess the optimal size for the board, but we would be concerned
if a board seemed too small to have an appropriate balance of directors or too large to be effective. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">There are matters for which the board has
responsibility that may involve a conflict of interest for executives or for affiliated directors. BlackRock believes that shareholders&#146; interests are best served when the board forms committees of fully independent directors to deal with such
matters. In many markets, these committees of the board specialize in audit, director nominations and compensation matters. An ad hoc committee might also be formed to decide on a special transaction, particularly one with a related party or to
investigate a significant adverse event. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I><A NAME="appb93447_5"></A>Auditors and audit-related issues </I></B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Comprehensive disclosure provides investors with a sense of the company&#146;s long-term operational risk management practices and, more broadly, the quality
of the board&#146;s oversight. In the absence of robust disclosures, we may reasonably conclude that companies are not adequately managing risk. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">BlackRock recognizes the critical importance of financial statements, which should provide a true and fair picture of a company&#146;s financial condition. We
will hold the members of the audit committee or equivalent responsible for overseeing the management of the audit function. We take particular note of cases involving significant financial restatements or ad hoc notifications of material financial
weakness. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The integrity of financial statements depends on the auditor being free of any impediments to being an effective check on management. To that
end, we believe it is important that auditors are, and are seen to be, independent. Where the audit firm provides services to the company in addition to the audit, the fees earned should be disclosed and explained. Audit committees should have in
place a procedure for assessing annually the independence of the auditor. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I><A NAME="appb93447_6"></A>Capital structure, mergers, asset sales and
other special transactions </I></B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The capital structure of a company is critical to its owners, the shareholders, as it impacts the value of their
investment and the priority of their interest in the company relative to that of other equity or debt investors. <FONT STYLE="white-space:nowrap">Pre-emptive</FONT> rights are a key protection for shareholders against the dilution of their
interests. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Effective voting rights are central to the rights of ownership and we believe strongly in one vote for one share as a guiding principle that
supports good corporate governance. Shareholders, as the residual claimants, have the strongest interest in protecting company value, and voting power should match economic exposure. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">We are concerned that the creation of a dual share class may result in an over-concentration of power in the hands of a few shareholders, thus
disenfranchising other shareholders and amplifying the potential conflict of interest, which the one share, one vote principle is designed to mitigate. However, we recognize that in certain circumstances, companies may have a valid argument for
dual-class listings, at least for a limited period of time. We believe that such companies should review these dual-class structures on a regular basis or as company circumstances change. Additionally, they should receive shareholder approval of
their capital structure on a periodic basis via a management proposal in the company&#146;s proxy. The proposal should give unaffiliated shareholders the opportunity to affirm the current structure or establish mechanisms to end or phase out
controlling structures at the appropriate time, while minimizing costs to shareholders. </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">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">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">In assessing mergers, asset sales or other special transactions, BlackRock&#146;s primary consideration is the
long-term economic interests of shareholders. Boards proposing a transaction need to clearly explain the economic and strategic rationale behind it. We will review a proposed transaction to determine the degree to which it enhances long-term
shareholder value. We would prefer that proposed transactions have the unanimous support of the board and have been negotiated at arm&#146;s length. We may seek reassurance from the board that executives&#146; and/or board members&#146; financial
interests in a given transaction have not adversely affected their ability to place shareholders&#146; interests before their own. Where the transaction involves related parties, we would expect the recommendation to support it to come from the
independent directors and it is good practice to be approved by a separate vote of the <FONT STYLE="white-space:nowrap">non-conflicted</FONT> shareholders. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">BlackRock believes that shareholders have a right to dispose of company shares in the open market without unnecessary restriction. In our view, corporate
mechanisms designed to limit shareholders&#146; ability to sell their shares are contrary to basic property rights. Such mechanisms can serve to protect and entrench interests other than those of the shareholders. We believe that shareholders are
broadly capable of making decisions in their own best interests. We expect any <FONT STYLE="white-space:nowrap">so-called</FONT> &#145;shareholder rights plans&#146; proposed by a board to be subject to shareholder approval upon introduction and
periodically thereafter for continuation. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I><A NAME="appb93447_7"></A>Compensation and benefits </I></B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">BlackRock expects a company&#146;s board of directors to put in place a compensation structure that incentivizes and rewards executives appropriately and is
aligned with shareholder interests, particularly generating sustainable long-term shareholder returns. We would expect the compensation committee to take into account the specific circumstances of the company and the key individuals the board is
trying to incentivize. We encourage companies to ensure that their compensation plans incorporate appropriate and challenging performance conditions consistent with corporate strategy and market practice. We use third party research, in addition to
our own analysis, to evaluate existing and proposed compensation structures. We hold members of the compensation committee or equivalent board members accountable for poor compensation practices or structures. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">BlackRock believes that there should be a clear link between variable pay and company performance that drives shareholder returns. We are not supportive of <FONT
STYLE="white-space:nowrap">one-off</FONT> or special bonuses unrelated to company or individual performance. We acknowledge that the use of peer group evaluation by compensation committees can help ensure competitive pay; however, we are concerned
when increases in total compensation at a company are justified solely on peer benchmarking rather than outperformance. We support incentive plans that foster the sustainable achievement of results relative to competitors. The vesting timeframes
associated with incentive plans should facilitate a focus on long-term value creation. We believe consideration should be given to building claw back provisions into incentive plans such that executives would be required to forgo rewards when they
are not justified by actual performance. Compensation committees should guard against contractual arrangements that would entitle executives to material compensation for early termination of their contract. Finally, pension contributions and other
deferred compensation arrangements should be reasonable in light of market practice. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><FONT STYLE="white-space:nowrap">Non-executive</FONT> directors
should be compensated in a manner that is commensurate with the time and effort expended in fulfilling their professional responsibilities. Additionally, these compensation arrangements should not risk compromising their independence or aligning
their interests too closely with those of the management, whom they are charged with overseeing. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I><A NAME="appb93447_8"></A>Environmental and social
issues </I></B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Our fiduciary duty to clients is to protect and enhance their economic interest in the companies in which we invest on their behalf. It is
within this context that we undertake our corporate governance activities. We believe that well-managed companies will deal effectively with the material environmental and social (&#147;E&amp;S&#148;) factors relevant to their businesses. Robust
disclosure is essential for investors to effectively gauge companies&#146; business practices and planning related to E&amp;S risks and opportunities. </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">B-7 </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:10pt; font-family:Times New Roman">BlackRock expects companies to issue reports aligned with the recommendations of the Task Force on
Climate-related Financial Disclosures (TCFD) and the standards put forward by the Sustainability Accounting Standards Board (SASB). We view the SASB and TCFD frameworks as complementary in achieving the goal of disclosing more financially material
information, particularly as it relates to industry-specific metrics and target setting. TCFD&#146;s recommendations provide an overarching framework for disclosure on the business implications of climate change, and potentially other E&amp;S
factors. We find SASB&#146;s industry-specific guidance (as identified in its materiality map) beneficial in helping companies identify and discuss their governance, risk assessments, and performance against these key performance indicators (KPIs).
Any global standards adopted, peer group benchmarking undertaken, and verification processes in place should also be disclosed and discussed in this context. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">BlackRock has been engaging with companies for several years on disclosure of material E&amp;S factors. Given the increased understanding of sustainability
risks and opportunities, and the need for better information to assess them, we specifically ask companies to: </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="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="left">publish a disclosure in line with industry-specific SASB guidelines by
<FONT STYLE="white-space:nowrap">year-end,</FONT> if they have not already done so, or disclose a similar set of data in a way that is relevant to their particular business; and </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="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="left">disclose climate-related risks in line with the TCFD&#146;s recommendations, if they have not already done so.
This should include the company&#146;s plan for operating under a scenario where the Paris Agreement&#146;s goal of limiting global warming to less than two degrees is fully realized, as expressed by the TCFD guidelines. </P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">See our <U>commentary</U> on our approach to engagement on TCFD and SASB aligned reporting for greater detail of our expectations. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">We will use these disclosures and our engagements to ascertain whether companies are properly managing and overseeing these risks within their business and
adequately planning for the future. In the absence of robust disclosures, investors, including BlackRock, will increasingly conclude that companies are not adequately managing risk. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">We believe that when a company is not effectively addressing a material issue, its directors should be held accountable. We will generally engage directly
with the board or management of a company when we identify issues. We may vote against the election of directors where we have concerns that a company might not be dealing with E&amp;S factors appropriately. Sometimes we may reflect such concerns by
supporting a shareholder proposal on the issue, where there seems to be either a significant potential threat or realized harm to shareholders&#146; interests caused by poor management of material E&amp;S factors. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">In deciding our course of action, we will assess the company&#146;s disclosures and the nature of our engagement with the company on the issue over time,
including whether: </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="4%">&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="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">The company has already taken sufficient steps to address the concern </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="4%">&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="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">The company is in the process of actively implementing a response </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="4%">&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="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">There is a clear and material economic disadvantage to the company in the near-term if the issue is not addressed
in the manner requested by the shareholder proposal </P></TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">We do not see it as our role to make social or political judgments on behalf of
clients. Our consideration of these E&amp;S factors is consistent with protecting the long-term economic interest of our clients&#146; assets. We expect investee companies to comply, at a minimum, with the laws and regulations of the jurisdictions
in which they operate. They should explain how they manage situations where local laws or regulations that significantly impact the company&#146;s operations are contradictory or ambiguous to global norms. </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">B-8 </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:10pt; font-family:Times New Roman"><B><I><A NAME="appb93447_9"></A>Climate risk </I></B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Within the framework laid out above, as well as our guidance on &#147;<U>How BlackRock Investment Stewardship engages on climate risk</U>,&#148; we believe
that climate presents significant investment risks and opportunities that may impact the long-term financial sustainability of companies. We believe that the reporting frameworks developed by TCFD and SASB provide useful guidance to companies on
identifying, managing, and reporting on climate-related risks and opportunities. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">We expect companies to help their investors understand how the company
may be impacted by climate risk, in the context of its ability to realize a long-term strategy and generate value over time. We expect companies to convey their governance around this issue through their corporate disclosures aligned with TCFD and
SASB. For companies in sectors that are significantly exposed to climate-related risk, we expect the whole board to have demonstrable fluency in how climate risk affects the business and how management approaches assessing, adapting to, and
mitigating that risk. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Where a company receives a shareholder proposal related to climate risk, in addition to the factors laid out above, our assessment
will take into account the robustness of the company&#146;s existing disclosures as well as our understanding of its management of the issues as revealed through our engagements with the company and board members over time. In certain instances, we
may disagree with the details of a climate-related shareholder proposal but agree that the company in question has not made sufficient progress on climate-related disclosures. In these instances, we may not support the proposal, but may vote against
the election of relevant directors. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I><A NAME="appb93447_10"></A>General corporate governance matters and shareholder protections </I></B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">BlackRock believes that shareholders have a right to timely and detailed information on the financial performance and viability of the companies in which they
invest. In addition, companies should also publish information on the governance structures in place and the rights of shareholders to influence these. The reporting and disclosure provided by companies help shareholders assess whether their
economic interests have been protected and the quality of the board&#146;s oversight of management. We believe shareholders should have the right to vote on key corporate governance matters, including changes to governance mechanisms, to submit
proposals to the shareholders&#146; meeting and to call special meetings of shareholders. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="appb93447_11"></A>BLACKROCK&#146;S
OVERSIGHT OF ITS INVESTMENT STEWARDSHIP ACTIVITIES </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I><A NAME="appb93447_12"></A>Oversight </I></B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">We hold ourselves to a very high standard in our investment stewardship activities, including proxy voting. This function is executed by a team called
BlackRock Investment Stewardship (&#147;BIS&#148;) which is comprised of BlackRock employees who do not have other responsibilities other than their roles in BIS. BIS is considered an investment function. The team does not have sales
responsibilities. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">BlackRock maintains three regional advisory committees (&#147;Stewardship Advisory Committees&#148;) for (a)&nbsp;the Americas;
(b)&nbsp;Europe, the Middle East and Africa (&#147;EMEA&#148;); and (c)&nbsp;Asia-Pacific, generally consisting of senior BlackRock investment professionals and/or senior employees with practical boardroom experience. The regional Stewardship
Advisory Committees review and advise on amendments to the proxy voting guidelines covering markets within each respective region (&#147;Guidelines&#148;). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">In addition to the regional Stewardship Advisory Committees, the Investment Stewardship Global Oversight Committee (&#147;Global Committee&#148;) is a
risk-focused committee, comprised of senior representatives from various BlackRock investment teams, BlackRock&#146;s Deputy General Counsel, the Global Head of Investment Stewardship (&#147;Global Head&#148;), and other senior executives with
relevant experience and team oversight. </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">B-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:10pt; font-family:Times New Roman">The Global Head has primary oversight of the activities of BIS, including voting in accordance with the
Guidelines, which require the application of professional judgment and consideration of each company&#146;s unique circumstances. The Global Committee reviews and approves amendments to these Global Corporate Governance&nbsp;&amp; Engagement
Principles. The Global Committee also reviews and approves amendments to the regional Guidelines, as proposed by the regional Stewardship Advisory Committees. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">In addition, the Global Committee receives and reviews periodic reports regarding the votes cast by BIS, as well as regular updates on material process
issues, procedural changes and other risk oversight considerations. The Global Committee reviews these reports in an oversight capacity as informed by the BIS corporate governance engagement program and Guidelines. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">BIS carries out engagement with companies, monitors and executes proxy votes, and conducts vote operations (including maintaining records of votes cast) in a
manner consistent with the relevant Guidelines. BIS also conducts research on corporate governance issues and participates in industry discussions to keep abreast of important developments in the corporate governance field. BIS may utilize third
parties for certain of the foregoing activities and performs oversight of those third parties. BIS may raise complicated or particularly controversial matters for internal discussion with the relevant investment teams and/or refer such matters to
the appropriate regional Stewardship Advisory Committees for review, discussion and guidance prior to making a voting decision. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I><A NAME="appb93447_13">
</A>Vote execution </I></B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">We carefully consider proxies submitted to funds and other fiduciary account(s) (&#147;Fund&#148; or &#147;Funds&#148;) for
which we have voting authority. BlackRock votes (or refrains from voting) proxies for each Fund for which we have voting authority based on our evaluation of the best long-term economic interests of shareholders, in the exercise of our independent
business judgment, and without regard to the relationship of the issuer of the proxy (or any shareholder proponent or dissident shareholder) to the Fund, the Fund&#146;s affiliates (if any), BlackRock or BlackRock&#146;s affiliates, or BlackRock
employees (see &#147;Conflicts management policies and procedures&#148;, below). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">When exercising voting rights, BlackRock will normally vote on specific
proxy issues in accordance with the Guidelines for the relevant market. The Guidelines are reviewed regularly and are amended consistent with changes in the local market practice, as developments in corporate governance occur, or as otherwise deemed
advisable by BlackRock&#146;s Stewardship Advisory Committees. BIS may, in the exercise of their professional judgment, conclude that the Guidelines do not cover the specific matter upon which a proxy vote is required or that an exception to the
Guidelines would be in the best long-term economic interests of BlackRock&#146;s clients. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">In the uncommon circumstance of there being a vote with respect
to fixed-income securities or the securities of privately held issuers, the decision generally will be made by a Fund&#146;s portfolio managers and/or BIS based on their assessment of the particular transactions or other matters at issue. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">In certain markets, proxy voting involves logistical issues which can affect BlackRock&#146;s ability to vote such proxies, as well as the desirability of
voting such proxies. These issues include but are not limited to: (i)&nbsp;untimely notice of shareholder meetings; (ii)&nbsp;restrictions on a foreigner&#146;s ability to exercise votes; (iii)&nbsp;requirements to vote proxies in person; (iv)
&#147;share-blocking&#148; (requirements that investors who exercise their voting rights surrender the right to dispose of their holdings for some specified period in proximity to the shareholder meeting); (v) potential difficulties in translating
the proxy; (vi)&nbsp;regulatory constraints; and (vii)&nbsp;requirements to provide local agents with unrestricted powers of attorney to facilitate voting instructions. We are not supportive of impediments to the exercise of voting rights such as
shareblocking or overly burdensome administrative requirements. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">As a consequence, BlackRock votes proxies on a &#147;best-efforts&#148; basis. In
addition, BIS may determine that it is generally in the best interests of BlackRock&#146;s clients not to vote proxies if the costs (including but not limited to </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">B-10 </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">
opportunity costs associated with shareblocking constraints) associated with exercising a vote are expected to outweigh the benefit the client would derive by voting on the proposal. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Portfolio managers have full discretion to vote the shares in the Funds they manage based on their analysis of the economic impact of a particular ballot
item.&nbsp;Portfolio managers may from time to time reach differing views on how best to maximize economic value with respect to a particular investment.&nbsp;Therefore, portfolio managers may, and sometimes do, vote shares in the Funds under their
management differently from one another.&nbsp;However, because BlackRock&#146;s clients are mostly long-term investors with long-term economic goals, ballots are frequently cast in a uniform manner. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I><A NAME="appb93447_14"></A>Conflicts management policies and procedures </I></B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">BIS maintains the following policies and procedures that seek to prevent undue influence on BlackRock&#146;s proxy voting activity. Such influence might stem
from any relationship between the investee company (or any shareholder proponent or dissident shareholder) and BlackRock, BlackRock&#146;s affiliates, a Fund or a Fund&#146;s affiliates, or BlackRock employees. The following are examples of sources
of perceived or potential conflicts of interest: </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="1%" 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">BlackRock clients who may be issuers of securities or proponents of shareholder resolutions
</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="1%" 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">BlackRock business partners or third parties who may be issuers of securities or proponents of shareholder
resolutions </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="1%" 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">BlackRock employees who may sit on the boards of public companies held in Funds managed by BlackRock
</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="1%" 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">Significant BlackRock, Inc. investors who may be issuers of securities held in Funds managed by BlackRock
</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="1%" 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">Securities of BlackRock, Inc. or BlackRock investment funds held in Funds managed by BlackRock
</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="1%" 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">BlackRock, Inc. board members who serve as senior executives of public companies held in Funds managed by
BlackRock </P></TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">BlackRock has taken certain steps to mitigate perceived or potential conflicts including, but not limited to, the following:
</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="1%" 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">Adopted the Guidelines which are designed to protect and enhance the economic value of the companies in which
BlackRock invests on behalf of clients. </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="1%" 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">Established a reporting structure that separates BIS from employees with sales, vendor management or business
partnership roles. In addition, BlackRock seeks to ensure that all engagements with corporate issuers, dissident shareholders or shareholder proponents are managed consistently and without regard to BlackRock&#146;s relationship with such parties.
Clients or business partners are not given special treatment or differentiated access to BIS. BIS prioritizes engagements based on factors including but not limited to our need for additional information to make a voting decision or our view on the
likelihood that an engagement could lead to positive outcome(s) over time for the economic value of the company. Within the normal course of business, BIS may engage directly with BlackRock clients, business partners and/or third parties, and/or
with employees with sales, vendor management or business partnership roles, in discussions regarding our approach to stewardship, general corporate governance matters, client reporting needs, and/or to otherwise ensure that proxy-related client
service levels are met. </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="1%" 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">Determined to engage, in certain instances, an independent fiduciary to vote proxies as a further safeguard to
avoid potential conflicts of interest, to satisfy regulatory compliance requirements, or as may be otherwise required by applicable law. In such circumstances, the independent fiduciary provides BlackRock&#146;s proxy voting agent with instructions,
in accordance with the Guidelines, as to how to vote such proxies, and BlackRock&#146;s proxy voting agent votes the proxy in accordance with the independent fiduciary&#146;s determination. BlackRock uses an independent fiduciary to vote proxies of
(i)&nbsp;any company that is affiliated with BlackRock, Inc., (ii) any public company that includes BlackRock employees on its board of directors, (iii)&nbsp;The PNC </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-11 </P>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
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<TR style = "page-break-inside:avoid">
<TD WIDTH="2%">&nbsp;</TD>
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">
Financial Services Group, Inc., (iv) any public company of which a BlackRock, Inc. board member serves as a senior executive, and (v)&nbsp;companies when legal or regulatory requirements compel
BlackRock to use an independent fiduciary. In selecting an independent fiduciary, we assess several characteristics, including but not limited to: independence, an ability to analyze proxy issues and vote in the best economic interest of our
clients, reputation for reliability and integrity, and operational capacity to accurately deliver the assigned votes in a timely manner. We may engage more than one independent fiduciary, in part in order to mitigate potential or perceived conflicts
of interest at an independent fiduciary. The Global Committee appoints and reviews the performance of the independent fiduciar(ies), generally on an annual basis. </P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">When so authorized, BlackRock acts as a securities lending agent on behalf of Funds. With regard to the relationship between securities lending and proxy
voting, BlackRock&#146;s approach is driven by our clients&#146; economic interests. The decision whether to recall securities on loan to vote is based on a formal analysis of the revenue producing value to clients of loans, against the assessed
economic value of casting votes. Generally, we expect that the likely economic value to clients of casting votes would be less than the securities lending income, either because, in our assessment, the resolutions being voted on will not have
significant economic consequences or because the outcome would not be affected by BlackRock recalling loaned securities in order to vote. BlackRock also may, in our discretion, determine that the value of voting outweighs the cost of recalling
shares, and thus recall shares to vote in that instance. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Periodically, BlackRock reviews our process for determining whether to recall securities on loan
in order to vote and may modify it as necessary. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I><A NAME="appb93447_15"></A>Voting guidelines </I></B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The issue-specific Guidelines published for each region/country in which we vote are intended to summarize BlackRock&#146;s general philosophy and approach to
issues that may commonly arise in the proxy voting context in each market where we invest. These Guidelines are not intended to be exhaustive. BIS applies the Guidelines on a
<FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">case-by-case</FONT></FONT> basis, in the context of the individual circumstances of each company and the specific issue under review. As such, these Guidelines do not indicate how BIS
will vote in every instance. Rather, they share our view about corporate governance issues generally, and provide insight into how we typically approach issues that commonly arise on corporate ballots. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I><A NAME="appb93447_16"></A>Reporting and vote transparency </I></B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">We inform clients about our engagement and voting policies and activities through direct communication and through disclosure on our website. Each year we
publish an annual report, an annual engagement and voting statistics report, and our full voting record to our website. On a quarterly basis, we publish regional reports which provide an overview of our investment stewardship engagement and voting
activities during the quarter, including market developments, speaking engagements, and engagement and voting statistics. Additionally, we make public our market-specific voting guidelines for the benefit of clients and companies with whom we
engage. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>This document is provided for information purposes only and must not be relied upon as a forecast, research, or investment advice. BlackRock
is not making any recommendation or soliciting any action based upon the information contained herein and nothing in this document should be construed as constituting an offer to sell, or a solicitation of any offer to buy, securities in any
jurisdiction to any person. This information provided herein does not constitute financial, tax, legal or accounting advice, you should consult your own advisers on such matters. </I></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>The information and opinions contained in this document are as of January 2020 unless it is stated otherwise and may change as subsequent conditions vary.
The information and opinions contained in this material are derived from proprietary and <FONT STYLE="white-space:nowrap">non-proprietary</FONT> sources deemed by BlackRock to be reliable, are not necessarily
</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">B-12 </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:10pt; font-family:Times New Roman"><I>
<FONT STYLE="white-space:nowrap">all-inclusive</FONT> and are not guaranteed as to accuracy. Although such information is believed to be reliable for the purposes used herein, BlackRock does not
assume any responsibility for the accuracy or completeness of such information. Reliance upon information in this material is at the sole discretion of the reader. Certain information contained herein represents or is based upon forward-looking
statements or information. BlackRock and its affiliates believe that such statements and information are based upon reasonable estimates and assumptions. However, forward-looking statements are inherently uncertain, and factors may cause events or
results to differ from those projected. Therefore, undue reliance should not be placed on such forward-looking statements and information. </I></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Prepared
by BlackRock, Inc. </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><SUP STYLE="font-size:85%; vertical-align:top">&copy;</SUP>2020 BlackRock, Inc. All rights reserved. </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">B-13 </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:10pt; font-family:Times New Roman" ALIGN="center"><B>BlackRock Investment Stewardship </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Corporate governance and proxy voting guidelines for U.S. securities </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>January 2020 </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B>BlackRock </B></P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Contents </B></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:Times New Roman; font-size:10pt" ALIGN="center">


<TR>

<TD WIDTH="93%"></TD>

<TD VALIGN="bottom" WIDTH="3%"></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"><A HREF="#appb93447_101">INTRODUCTION</A></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="white-space:nowrap">B-15</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="bottom"><A HREF="#appb93447_102">VOTING GUIDELINES</A></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="white-space:nowrap">B-15</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="bottom"><A HREF="#appb93447_103">BOARDS AND DIRECTORS</A></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="white-space:nowrap">B-15</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="bottom"><A HREF="#appb93447_104">AUDITORS AND AUDIT-RELATED ISSUES</A></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="white-space:nowrap">B-20</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="bottom"><A HREF="#appb93447_105">CAPITAL STRUCTURE PROPOSALS</A></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="white-space:nowrap">B-21</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="bottom"><A HREF="#appb93447_106">EXECUTIVE COMPENSATION</A></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="white-space:nowrap">B-23</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="bottom"><A HREF="#appb93447_107">ENVIRONMENTAL AND SOCIAL ISSUES</A></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="white-space:nowrap">B-25</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="bottom"><A HREF="#appb93447_108">GENERAL CORPORATE GOVERNANCE MATTERS</A></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="white-space:nowrap">B-27</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="bottom"><A HREF="#appb93447_109">SHAREHOLDER PROTECTIONS</A></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right"><FONT STYLE="white-space:nowrap">B-29</FONT></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">If you would like additional information, please contact: </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><U>ContactStewardship@blackrock.com </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">B-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:10pt; font-family:Times New Roman">These guidelines should be read in conjunction with the BlackRock Investment Stewardship <U>Global Corporate
Governance Guidelines</U><U></U><U>&nbsp;&amp; Engagement Principles</U>. </P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="appb93447_101"></A>INTRODUCTION </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">BlackRock, Inc. and its subsidiaries (collectively, &#147;BlackRock&#148;) seek to make proxy voting decisions in the manner most likely to protect and
enhance the economic value of the securities held in client accounts. The following issue-specific proxy voting guidelines (the &#147;Guidelines&#148;) are intended to summarize BlackRock Investment Stewardship&#146;s general philosophy and approach
to corporate governance issues that most commonly arise in proxy voting for U.S. securities. These Guidelines are not intended to limit the analysis of individual issues at specific companies and are not intended to provide a guide to how BlackRock
will vote in every instance. Rather, they share our view about corporate governance issues generally, and provide insight into how we typically approach issues that commonly arise on corporate ballots , as well as our expectations of boards of
directors. They are applied with discretion, taking into consideration the range of issues and facts specific to the company and the individual ballot item. </P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="appb93447_102"></A>VOTING GUIDELINES </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">These guidelines are divided into eight key themes which group together the issues that frequently appear on the agenda of annual and extraordinary meetings
of shareholders: </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="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">Boards and directors </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="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">Auditors and audit-related issues </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="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">Capital structure </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="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">Mergers, asset sales, and other special transactions </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="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">Executive compensation </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="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">Environmental and social issues </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="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">General corporate governance matters </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="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">Shareholder protections </P></TD></TR></TABLE>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="appb93447_103"></A>BOARDS AND DIRECTORS </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Director elections </I></B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">In general, BlackRock supports
the election of directors as recommended by the board in uncontested elections. However, we believe that when a company is not effectively addressing a material issue, its directors should be held account able. We may withhold votes from directors
or members of particular board committees in certain situations, as indicated below. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Independence </I></B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">We expect a majority of the directors on the board to be independent. In addition, all members of key committees, including audit, compensation, and nominating
/ governance committees, should be independent. Our view of independence may vary slightly from listing standards. </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">B-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:10pt; font-family:Times New Roman">In particular, common impediments to independence in the U.S. may include: </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="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">Employment as a senior executive by the company or a subsidiary within the past five years </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="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">An equity ownership in the company in excess of 20% </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="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">Having any other interest, business, or relationship which could, or could reasonably be perceived to, materially
interfere with the director&#146;s ability to act in the best interests of the company </P></TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">We may vote against directors serving on key
committees that we do not consider to be independent. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">When evaluating controlled companies, as defined by the U.S. stock exchanges, we will only vote
against insiders or affiliates who sit on the audit committee, but not other key committees. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Oversight </I></B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">We expect the board to exercise appropriate oversight over management and business activities of the company. We will consider voting against committee members
and / or individual directors in the following circumstances: </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="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">Where the board has failed to exercise oversight with regard to accounting practices or audit oversight, we will
consider voting against the current audit committee, and any other members of the board who may be responsible. For example, this may apply to members of the audit committee during a period when the board failed to facilitate quality, independent
auditing if substantial accounting irregularities suggest insufficient oversight by that committee </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="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">Members of the compensation committee during a period in which executive compensation appears excessive relative
to performance and peers, and where we believe the compensation committee has not already substantially addressed this issue </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="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">The chair of the nominating / governance committee, or where no chair exists, the nominating / governance
committee member with the longest tenure, where the board is not comprised of a majority of independent directors. However, this would not apply in the case of a controlled company </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="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">Where it appears the director has acted (at the company or at other companies) in a manner that compromises his /
her reliability to represent the best long-term economic interests of shareholders </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="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">Where a director has a pattern of poor attendance at combined board and applicable key committee meetings.
Excluding exigent circumstances, BlackRock generally considers attendance at less than 75% of the combined board and applicable key committee meetings by a board member to be poor attendance </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="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">Where a director serves on an excess number of boards, which may limit his / her capacity to focus on each
board&#146;s requirements. The following illustrates the maximum number of boards on which a director may serve, before he / she is considered to be over-committed: </P></TD></TR></TABLE>
<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="25%"></TD>

<TD VALIGN="bottom" WIDTH="2%"></TD>
<TD WIDTH="23%"></TD>

<TD VALIGN="bottom" WIDTH="2%"></TD>
<TD WIDTH="23%"></TD>

<TD VALIGN="bottom" WIDTH="2%"></TD>
<TD WIDTH="23%"></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"> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:8pt; font-family:Times New Roman" ALIGN="center"><B>Public Company CEO</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:8pt; font-family:Times New Roman" ALIGN="center"><B># Outside Public Boards*</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:8pt; font-family:Times New Roman" ALIGN="center"><B>Total # of Public Boards</B></P></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Director&nbsp;A</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top" ALIGN="center">&#10003;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top" ALIGN="center">1</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top" ALIGN="center">2</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:10pt">
<TD VALIGN="top">Director B</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top" ALIGN="center">3</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top" ALIGN="center">4</TD></TR>
</TABLE> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">*In addition to the company under review </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">B-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:10pt; font-family:Times New Roman"><B><I>Responsiveness to shareholders </I></B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">We expect a board to be engaged and responsive to its shareholders. Where we believe a board has not substantially addressed shareholder concerns, we may vote
against the appropriate committees and / or individual directors. The following illustrates common circumstances: </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="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">The independent chair or lead independent director, members of the nominating / governance committee, and / or
the longest tenured director(s), where we observe a lack of board responsiveness to shareholders, evidence of board entrenchment, and / or failure to promote adequate board succession planning </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="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">The chair of the nominating / governance committee, or where no chair exists, the nominating / governance
committee member with the longest tenure, where board member(s) at the most recent election of directors have received withhold votes from more than 30% of shares voted and the board has not taken appropriate action to respond to shareholder
concerns. This may not apply in cases where BlackRock did not support the initial withhold vote </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="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">The independent chair or lead independent director and / or members of the nominating / governance committee,
where a board fails to implement shareholder proposals that receive a majority of votes cast at a prior shareholder meeting, and the proposals, in our view, have a direct and substantial impact on shareholders&#146; fundamental rights or long-term
economic interests </P></TD></TR></TABLE> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Shareholder rights </I></B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">We expect a board to act with integrity and to uphold governance best practices. Where we believe a board has not acted in the best interests of its
shareholders, we may vote against the appropriate committees and / or individual directors. The following illustrates common circumstances: </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="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">The independent chair or lead independent director and members of the governance committee, where a board
implements or renews a poison pill without shareholder approval </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="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">The independent chair or lead independent director and members of the governance committee, where a board amends
the charter / articles / bylaws such that the effect may be to entrench directors or to significantly reduce shareholder rights </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="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">Members of the compensation committee where the company has repriced options without shareholder approval
</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="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">If a board maintains a classified structure, it is possible that the director(s) with whom we have a particular
concern may not be subject to election in the year that the concern arises. In such situations, if we have a concern regarding a committee or committee chair that is not up for <FONT STYLE="white-space:nowrap">re-election,</FONT> we will generally
register our concern by withholding votes from all available members of the relevant committee. </P></TD></TR></TABLE> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Board composition and
effectiveness </I></B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">We encourage boards to periodically renew their membership to ensure relevant skills and experience within the boardroom. To this
end, regular performance reviews and skills assessments should be conducted by the nominating / governance committee. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Furthermore, we expect boards to be
comprised of a diverse selection of individuals who bring their personal and professional experiences to bear in order to create a constructive debate of competing views and opinions in the boardroom. We recognize that diversity has multiple
dimensions. In identifying potential candidates, boards should take into consideration the full breadth of diversity including personal factors, such as gender, ethnicity, and age; as well as professional characteristics, such as a director&#146;s
industry, area of expertise, and geographic location. In addition to other elements of diversity, we encourage companies to have at least two women directors on their board. Our publicly available <U>commentary</U> explains our approach to engaging
on board diversity. </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">B-17 </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:10pt; font-family:Times New Roman">We encourage boards to disclose their views on: </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="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">The mix of competencies, experience, and other qualities required to effectively oversee and guide management in
light of the stated long-term strategy of the company </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="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">The process by which candidates are identified and selected, including whether professional firms or other
sources outside of incumbent directors&#146; networks have been engaged to identify and / or assess candidates </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="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">The process by which boards evaluate themselves and any significant outcomes of the evaluation process, without
divulging inappropriate and / or sensitive details </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="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">The consideration given to board diversity, including, but not limited to, gender, ethnicity, race, age,
experience, geographic location, skills, and perspective in the nomination process </P></TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">While we support regular board refreshment, we are
not opposed in principle to long-tenured directors, nor do we believe that long board tenure is necessarily an impediment to director independence. A variety of director tenures within the boardroom can be beneficial to ensure board quality and
continuity of experience. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Our primary concern is that board members are able to contribute effectively as corporate strategy evolves and business
conditions change, and that all directors, regardless of tenure, demonstrate appropriate responsiveness to shareholders. We acknowledge that no single person can be expected to bring all relevant skill sets to a board; at the same time, we generally
do not believe it is necessary or appropriate to have any particular director on the board solely by virtue of a singular background or specific area of expertise. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Where boards find that age limits or term limits are the most efficient and objective mechanism for ensuring periodic board refreshment, we generally defer to
the board&#146;s determination in setting such limits. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">To the extent that we believe that a company has not adequately accounted for diversity in its
board composition within a reasonable timeframe, we may vote against the nominating / governance committee for an apparent lack of commitment to board effectiveness. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Board size </I></B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">We typically defer to the board in
setting the appropriate size and believe directors are generally in the best position to assess the optimal board size to ensure effectiveness. However, we may oppose boards that appear too small to allow for effective shareholder representation or
too large to function efficiently. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>CEO and management succession planning </I></B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">There should be a robust CEO and senior management succession plan in place at the board level that is reviewed and updated on a regular basis. We expect
succession planning to cover both long-term planning consistent with the strategic direction of the company and identified leadership needs over time, as well as short-term planning in the event of an unanticipated executive departure. We encourage
the company to explain its executive succession planning process, including where accountability lies within the boardroom for this task, without prematurely divulging sensitive information commonly associated with this exercise. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Classified board of directors / staggered terms </I></B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">We believe that directors should be <FONT STYLE="white-space:nowrap">re-elected</FONT> annually and that classification of the board generally limits
shareholders&#146; rights to regularly evaluate a board&#146;s performance and select directors. While we will typically support proposals requesting board <FONT STYLE="white-space:nowrap">de-classification,</FONT> we may make exceptions, should the
board articulate an appropriate strategic rationale for a classified board structure, such as when a company needs consistency and stability during a time of transition, e.g. newly public companies or companies undergoing a strategic
</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">B-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:10pt; font-family:Times New Roman">
restructuring. A classified board structure may also be justified at <FONT STYLE="white-space:nowrap">non-operating</FONT> companies in certain circumstances. We would, however, expect boards
with a classified structure to periodically review the rationale for such structure and consider when annual elections might be appropriate. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Without a
voting mechanism to immediately address concerns of a specific director, we may choose to vote against or withhold votes from the available slate of directors by default (see &#147;Shareholder rights&#148; for additional detail). </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Contested director elections </I></B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The details of
contested elections, or proxy contests, are assessed on a <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">case-by-case</FONT></FONT> basis. We evaluate a number of factors, which may include: the qualifications of the dissident and
management candidates; the validity of the concerns identified by the dissident; the viability of both the dissident&#146;s and management&#146;s plans; the likelihood that the dissident&#146;s solutions will produce the desired change; and whether
the dissident represents the best option for enhancing long-term shareholder value. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Cumulative voting </I></B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">We believe that a majority vote standard is in the best long-term interest of shareholders. It ensures director accountability via the requirement to be
elected by more than half of the votes cast. As such, we will generally oppose proposals requesting the adoption of cumulative voting, which may disproportionately aggregate votes on certain issues or director candidates. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Director compensation and equity programs </I></B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">We
believe that compensation for directors should be structured to attract and retain the best possible directors, while also aligning their interests with those of shareholders. We believe director compensation packages that are based on the
company&#146;s long-term value creation and include some form of long-term equity compensation are more likely to meet this goal. In addition, we expect directors to build meaningful share ownership over time. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Majority vote requirements </I></B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">BlackRock believes
that directors should generally be elected by a majority of the shares voted and will normally support proposals seeking to introduce bylaws requiring a majority vote standard for director elections. Majority voting standards assist in ensuring that
directors who are not broadly supported by shareholders are not elected to serve as their representatives. Some companies with a plurality voting standard have adopted a resignation policy for directors who do not receive support from at least a
majority of votes cast. Where we believe that the company already has a sufficiently robust majority voting process in place, we may not support a shareholder proposal seeking an alternative mechanism. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Risk oversight </I></B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Companies should have an
established process for identifying, monitoring, and managing key risks. Independent directors should have ready access to relevant management information and outside advice, as appropriate, to ensure they can properly oversee risk management. We
encourage companies to provide transparency around risk measurement, mitigation, and reporting to the board. We are particularly interested in understanding how risk oversight processes evolve in response to changes in corporate strategy and / or
shifts in the business and related risk environment. Comprehensive disclosure provides investors with a sense of the company&#146;s long-term operational risk management practices and, more broadly, the quality of the board&#146;s oversight. In the
absence of robust disclosures, we may reasonably conclude that companies are not adequately managing 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">B-19 </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:10pt; font-family:Times New Roman"><B><I>Separation of chairman and CEO </I></B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">We believe that independent leadership is important in the boardroom. In the U.S. there are two commonly accepted structures for independent board leadership:
1) an independent chairman; or 2) a lead independent director when the roles of chairman and CEO are combined. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">In the absence of a significant governance
concern, we defer to boards to designate the most appropriate leadership structure to ensure adequate balance and independence. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">In the event that the
board chooses a combined chair / CEO model, we generally support the designation of a lead independent director if they have the power to: 1) provide formal input into board meeting agendas; 2) call meetings of the independent directors; and 3)
preside at meetings of independent directors. Furthermore, while we anticipate that most directors will be elected annually, we believe an element of continuity is important for this role for an extended period of time to provide appropriate
leadership balance to the chair / CEO. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The following table illustrates examples of responsibilities under each board leadership model: </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="25%"></TD>

<TD VALIGN="bottom" WIDTH="2%"></TD>
<TD WIDTH="25%"></TD>

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

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="22%"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:8pt">
<TD ROWSPAN="2" VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" COLSPAN="3" 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>Combined Chair / CEO Model</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:8pt; font-family:Times New Roman" ALIGN="center"><B>Separate Chair Model</B></P></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">Chair / CEO</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">Lead Director</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"> <P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">Chair</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:10pt">
<TD VALIGN="top">Board Meetings</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Authority to call full meetings of the board of directors</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">Attends&nbsp;full&nbsp;meetings&nbsp;of the board of directors</P> <P STYLE="font-size:6pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Authority&nbsp;to&nbsp;call&nbsp;meetings of&nbsp;independent&nbsp;directors</P> <P STYLE="font-size:6pt; margin-top:0pt; margin-bottom:0pt">&nbsp;</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">Briefs CEO on issues arising from executive sessions</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Authority to call full meetings of the board of directors</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:10pt">
<TD VALIGN="top">Agenda</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Primary responsibility for shaping board agendas, consulting with the lead director</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Collaborates&nbsp;with&nbsp;chair&nbsp;/ CEO&nbsp;to&nbsp;set&nbsp;board&nbsp;agenda and board information</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Primary responsibility for shaping board agendas, in conjunction with CEO</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:10pt">
<TD VALIGN="top">Board Communications</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Communicates with all directors on key issues and concerns outside of full board meetings</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Facilitates discussion among independent directors on key issues and concerns outside of full board meetings, including contributing to the oversight of CEO and management succession planning</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top">Facilitates discussion among independent directors on key issues and concerns outside of full board meetings, including contributing to the oversight of CEO and management succession planning</TD></TR>
</TABLE> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="appb93447_104"></A>AUDITORS AND AUDIT-RELATED ISSUES </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">BlackRock recognizes the critical importance of financial statements to provide a complete and accurate portrayal of a company&#146;s financial condition.
Consistent with our approach to voting on boards of directors, we seek to hold the audit committee of the board responsible for overseeing the management of the audit function at a company, and may withhold votes from the audit committee members
where the board has failed to facilitate quality, independent auditing. We look to the audit committee report for insight into the scope of the audit committee responsibilities, including an overview of audit committee processes, issues on the audit
committee </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">B-20 </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:10pt; font-family:Times New Roman">
agenda, and key decisions taken by the audit committee. We take particular note of cases involving significant financial restatements or material weakness disclosures, and we expect timely
disclosure and remediation of accounting irregularities. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The integrity of financial statements depends on the auditor effectively fulfilling its role. To
that end, we favor an independent auditor. In addition, to the extent that an auditor fails to reasonably identify and address issues that eventually lead to a significant financial restatement, or the audit firm has violated standards of practice
that protect the interests of shareholders, we may also vote against ratification. From time to time, shareholder proposals may be presented to promote auditor independence or the rotation of audit firms. We may support these proposals when they are
consistent with our views as described above. </P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="appb93447_105"></A>CAPITAL STRUCTURE PROPOSALS </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Equal voting rights </I></B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">BlackRock believes that
shareholders should be entitled to voting rights in proportion to their economic interests. We believe that companies that look to add or already have dual or multiple class share structures should review these structures on a regular basis or as
company circumstances change. Companies should receive shareholder approval of their capital structure on a periodic basis via a management proposal on the company&#146;s proxy. The proposal should give unaffiliated shareholders the opportunity to
affirm the current structure or establish mechanisms to end or phase out controlling structures at the appropriate time, while minimizing costs to shareholders. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Blank check preferred stock </I></B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">We frequently oppose
proposals requesting authorization of a class of preferred stock with unspecified voting, conversion, dividend distribution, and other rights (&#147;blank check&#148; preferred stock) because they may serve as a transfer of authority from
shareholders to the board and as a possible entrenchment device. We generally view the board&#146;s discretion to establish voting rights on a when-issued basis as a potential anti-takeover device, as it affords the board the ability to place a
block of stock with an investor sympathetic to management, thereby foiling a takeover bid without a shareholder vote. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Nonetheless, we may support the
proposal where the company: </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="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">Appears to have a legitimate financing motive for requesting blank check authority </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="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">Has committed publicly that blank check preferred shares will not be used for anti-takeover purposes
</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="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">Has a history of using blank check preferred stock for financings </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="1%">&nbsp;</TD>
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<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">Has blank check preferred stock previously outstanding such that an increase would not necessarily provide
further anti-takeover protection but may provide greater financing flexibility </P></TD></TR></TABLE> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Increase in authorized common shares </I></B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">BlackRock considers industry-specific norms in our analysis of these proposals, as well as a company&#146;s history with respect to the use of its common
shares. Generally, we are predisposed to support a company if the board believes additional common shares are necessary to carry out the firm&#146;s business. The most substantial concern we might have with an increase is the possibility of use of
common shares to fund a poison pill plan that is not in the economic interests of shareholders. </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">B-21 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Increase or issuance of preferred stock </I></B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">We generally support proposals to increase or issue preferred stock in cases where the company specifies the voting, dividend, conversion, and other rights of
such stock where the terms of the preferred stock appear reasonable. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Stock splits </I></B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">We generally support stock splits that are not likely to negatively affect the ability to trade shares or the economic value of a share. We generally support
reverse stock splits that are designed to avoid delisting or to facilitate trading in the stock, where the reverse split will not have a negative impact on share value (e.g. one class is reduced while others remain at
<FONT STYLE="white-space:nowrap">pre-split</FONT> levels). In the event of a proposal for a reverse split that would not also proportionately reduce the company&#146;s authorized stock, we apply the same analysis we would use for a proposal to
increase authorized stock. </P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>MERGERS, ASSET SALES, AND OTHER SPECIAL TRANSACTIONS </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">BlackRock&#146;s primary concern is the best long-term economic interests of shareholders. While merger, asset sales, and other special transaction proposals
vary widely in scope and substance, we closely examine certain salient features in our analyses, such as: </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="1%">&nbsp;</TD>
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<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">The degree to which the proposed transaction represents a premium to the company&#146;s trading price. We
consider the share price over multiple time periods prior to the date of the merger announcement. In most cases, business combinations should provide a premium. We may consider comparable transaction analyses provided by the parties&#146; financial
advisors and our own valuation assessments. For companies facing insolvency or bankruptcy, a premium may not apply </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="1%">&nbsp;</TD>
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<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">There should be clear strategic, operational, and / or financial rationale for the combination
</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="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">Unanimous board approval and <FONT STYLE="white-space:nowrap">arm&#146;s-length</FONT> negotiations are
preferred. We will consider whether the transaction involves a dissenting board or does not appear to be the result of an <FONT STYLE="white-space:nowrap">arm&#146;s-length</FONT> bidding process. We may also consider whether executive and / or
board members&#146; financial interests in a given transaction appear likely to affect their ability to place shareholders&#146; interests before their own </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="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">We prefer transaction proposals that include the fairness opinion of a reputable financial advisor assessing the
value of the transaction to shareholders in comparison to recent similar transactions </P></TD></TR></TABLE> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Poison pill plans </I></B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Where a poison pill is put to a shareholder vote by management, our policy is to examine these plans individually. Although we oppose most plans, we may
support plans that include a reasonable &#147;qualifying offer clause.&#148; Such clauses typically require shareholder ratification of the pill and stipulate a sunset provision whereby the pill expires unless it is renewed. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">These clauses also tend to specify that an all cash bid for all shares that includes a fairness opinion and evidence of financing does not trigger the pill,
but forces either a special meeting at which the offer is put to a shareholder vote, or the board to seek the written consent of shareholders where shareholders could rescind the pill at their discretion. We may also support a pill where it is the
only effective method for protecting tax or other economic benefits that may be associated with limiting the ownership changes of individual shareholders. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">We generally vote in favor of shareholder proposals to rescind poison pills. </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">B-22 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Reimbursement of expenses for successful shareholder campaigns </I></B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">We generally do not support shareholder proposals seeking the reimbursement of proxy contest expenses, even in situations where we support the shareholder
campaign. We believe that introducing the possibility of such reimbursement may incentivize disruptive and unnecessary shareholder campaigns. </P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="appb93447_106"></A>EXECUTIVE COMPENSATION </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">We note that there are both management and shareholder proposals related to executive compensation. We generally vote on these proposals as described below,
except that we typically oppose shareholder proposals on issues where the company already has a reasonable policy in place that we believe is sufficient to address the issue. We may also oppose a shareholder proposal regarding executive compensation
if the company&#146;s history suggests that the issue raised is not likely to present a problem for that company. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Advisory resolutions on executive
compensation (&#147;Say on Pay&#148;) </I></B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">In cases where there is a Say on Pay vote, BlackRock will respond to the proposal as informed by our
evaluation of compensation practices at that particular company and in a manner that appropriately addresses the specific question posed to shareholders. In a commentary on our website, entitled &#147;<U>BlackRock Investment Stewardship&#146;s
approach to executive compensation,</U>&#148; we explain our beliefs and expectations related to executive compensation practices, our Say on Pay analysis framework, and our typical approach to engagement and voting on Say on Pay. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Advisory votes on the frequency of Say on Pay resolutions </I></B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">BlackRock will generally support triennial pay frequency votes, but we defer to the board to determine the appropriate timeframe upon which pay should be
reviewed. In evaluating pay, we believe that the compensation committee is responsible for constructing a plan that appropriately incentivizes executives for long-term value creation, utilizing relevant metrics and structure to ensure overall pay
and performance alignment. In a similar vein, we defer to the board to establish the most appropriate timeframe for review of pay structure, absent a change in strategy that would suggest otherwise. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">However, we may support an annual pay frequency vote in some situations, for example, where we conclude that a company has failed to align pay with
performance. In these circumstances, we will also consider voting against the compensation committee members. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Claw back proposals </I></B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">We generally favor recoupment from any senior executive whose compensation was based on faulty financial reporting or deceptive business practices. In addition
to fraudulent acts, we also favor recoupment from any senior executive whose behavior caused direct financial harm to shareholders, reputational risk to the company, or resulted in a criminal investigation, even if such actions did not ultimately
result in a material restatement of past results. This includes, but is not limited to, settlement agreements arising from such behavior and paid for directly by the company. We typically support shareholder proposals on these matters unless the
company already has a robust claw back policy that sufficiently addresses our concerns. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Employee stock purchase plans </I></B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">We believe these plans can provide performance incentives and help align employees&#146; interests with those of shareholders. The most common form of employee
stock purchase plan (&#147;ESPP&#148;) qualifies for favorable tax treatment under Section&nbsp;423 of the Internal Revenue Code. We will typically support qualified ESPP proposals. </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">B-23 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Equity compensation plans </I></B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">BlackRock supports equity plans that align the economic interests of directors, managers, and other employees with those of shareholders. We believe that
boards should establish policies prohibiting the use of equity awards in a manner that could disrupt the intended alignment with shareholder interests (e.g. the use of stock as collateral for a loan; the use of stock in a margin account; the use of
stock [or an unvested award] in hedging or derivative transactions). We may support shareholder proposals requesting the establishment of such policies. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Our evaluation of equity compensation plans is based on a company&#146;s executive pay and performance relative to peers and whether the plan plays a
significant role in a <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">pay-for-performance</FONT></FONT> disconnect. We generally oppose plans that contain &#147;evergreen&#148; provisions, which allow for the unlimited increase of
shares reserved without requiring further shareholder approval after a reasonable time period. We also generally oppose plans that allow for repricing without shareholder approval. We may also oppose plans that provide for the acceleration of
vesting of equity awards even in situations where an actual change of control may not occur. We encourage companies to structure their change of control provisions to require the termination of the covered employee before acceleration or special
payments are triggered. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Golden parachutes </I></B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">We
generally view golden parachutes as encouragement to management to consider transactions that might be beneficial to shareholders. However, a large potential <FONT STYLE="white-space:nowrap">pay-out</FONT> under a golden parachute arrangement also
presents the risk of motivating a management team to support a <FONT STYLE="white-space:nowrap">sub-optimal</FONT> sale price for a company. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">When
determining whether to support or oppose an advisory vote on a golden parachute plan, we normally support the plan unless it appears to result in payments that are excessive or detrimental to shareholders. In evaluating golden parachute plans,
BlackRock may consider several factors, including: </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="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">Whether we believe that the triggering event is in the best interest of shareholders </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="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">Whether management attempted to maximize shareholder value in the triggering event </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="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">The percentage of total premium or transaction value that will be transferred to the management team, rather than
shareholders, as a result of the golden parachute payment </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="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">Whether excessively large excise tax <FONT STYLE="white-space:nowrap">gross-up</FONT> payments are part of the <FONT
STYLE="white-space:nowrap">pay-out</FONT> </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="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">Whether the pay package that serves as the basis for calculating the golden parachute payment was reasonable in
light of performance and peers </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="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">Whether the golden parachute payment will have the effect of rewarding a management team that has failed to
effectively manage the company </P></TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">It may be difficult to anticipate the results of a plan until after it has been triggered; as a result,
BlackRock may vote against a golden parachute proposal even if the golden parachute plan under review was approved by shareholders when it was implemented. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">We may support shareholder proposals requesting that implementation of such arrangements require shareholder approval. We generally support proposals
requiring shareholder approval of plans that exceed 2.99 times an executive&#146;s current salary and bonus, including equity compensation. </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">B-24 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Option exchanges </I></B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">We believe that there may be legitimate instances where underwater options create an overhang on a company&#146;s capital structure and a repricing or option
exchange may be warranted. We will evaluate these instances on a <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">case-by-case</FONT></FONT> basis. BlackRock may support a request to reprice or exchange underwater options under the
following circumstances: </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="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">The company has experienced significant stock price decline as a result of macroeconomic trends, not individual
company performance </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="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">Directors and executive officers are excluded; the exchange is value neutral or value creative to shareholders;
tax, accounting, and other technical considerations have been fully contemplated </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="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">There is clear evidence that absent repricing, the company will suffer serious employee incentive or retention
and recruiting problems </P></TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">BlackRock may also support a request to exchange underwater options in other circumstances, if we determine
that the exchange is in the best interest of shareholders. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I><FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">Pay-for-Performance</FONT></FONT> plans </I></B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">In order for executive compensation exceeding $1&nbsp;million USD to qualify for federal tax deductions, related to Section&nbsp;162(m) of the Internal Revenue
Code of 1986, the Omnibus Budget Reconciliation Act (&#147;OBRA&#148;) requires companies to link compensation for the company&#146;s top five executives to disclosed performance goals and submit the plans for shareholder approval. The law further
requires that a compensation committee comprised solely of outside directors administer these plans. Because the primary objective of these proposals is to preserve the deductibility of such compensation, we generally favor approval in order to
preserve net income. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Supplemental executive retirement plans </I></B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">BlackRock may support shareholder proposals requesting to put extraordinary benefits contained in Supplemental Executive Retirement Plans (&#147;SERP&#148;)
agreements to a shareholder vote unless the company&#146;s executive pension plans do not contain excessive benefits beyond what is offered under employee-wide plans. </P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="appb93447_107"></A>ENVIRONMENTAL AND SOCIAL ISSUES </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Our fiduciary duty to clients is to protect and enhance their economic interest in the companies in which we invest on their behalf. It is within this context
that we undertake our corporate governance activities. We believe that well-managed companies will deal effectively with the material environmental and social (&#147;E&amp;S&#148;) factors relevant to their businesses. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Robust disclosure is essential for investors to effectively gauge companies&#146; business practices and planning related to E&amp;S risks and opportunities.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">BlackRock expects companies to issue reports aligned with the recommendations of the Task Force on Climate-related Financial Disclosures (TCFD) and the
standards put forward by the Sustainability Accounting Standards Board (SASB). We view the SASB and TCFD frameworks as complementary in achieving the goal of disclosing more financially material information, particularly as it relates to
industry-specific metrics and target setting. TCFD&#146;s recommendations provide an overarching framework for disclosure on the business implications of climate change, and potentially other E&amp;S factors. We find SASB&#146;s industry-specific
guidance (as identified in its materiality map) beneficial in helping companies identify and discuss their governance, risk assessments, and performance against these key performance indicators (KPIs). Any global standards adopted, peer group
benchmarking undertaken, and verification process in place should also be disclosed and discussed in this context. </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">B-25 </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:10pt; font-family:Times New Roman">BlackRock has been engaging with companies for several years on disclosure of material E&amp;S factors. Given the
increased understanding of sustainability risks and opportunities, and the need for better information to assess them, we specifically ask companies to: </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="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="left">Publish disclosures in line with industry specific SASB guidelines by
<FONT STYLE="white-space:nowrap">year-end,</FONT> if they have not already done so, or disclose a similar set of data in a way that is relevant to their particular business; and </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="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="left">Disclose climate-related risks in line with the TCFD&#146;s recommendations, if they have not already done so.
This should include the company&#146;s plan for operating under a scenario where the Paris Agreement&#146;s goal of limiting global warming to less than two degrees is fully realized, as expressed by the TCFD guidelines. </P></TD></TR></TABLE>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">See our <U>commentary</U> on our approach to engagement on TCFD and SASB aligned reporting for greater detail of our expectations. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">We will use these disclosures and our engagements to ascertain whether companies are properly managing and overseeing these risks within their business and
adequately planning for the future. In the absence of robust disclosures, investors, including BlackRock, will increasingly conclude that companies are not adequately managing risk. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">We believe that when a company is not effectively addressing a material issue, its directors should be held accountable. We will generally engage directly
with the board or management of a company when we identify issues. We may vote against the election of directors where we have concerns that a company might not be dealing with E&amp;S factors appropriately. Sometimes we may reflect such concerns by
supporting a shareholder proposal on the issue, where there seems to be either a significant potential threat or realized harm to shareholders&#146; interests caused by poor management of material E&amp;S factors. In deciding our course of action,
we will assess the nature of our engagement with the company on the issue over time, including whether: </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="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="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">The company has already taken sufficient steps to address the concern </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="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">The company is in the process of actively implementing a response </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="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">There is a clear and material economic disadvantage to the company in the near-term if the issue is not addressed
in the manner requested by the shareholder proposal </P></TD></TR></TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">We do not see it as our role to make social, ethical, or political judgments on
behalf of clients, but rather, to protect their long-term economic interests as shareholders. We expect investee companies to comply, at a minimum, with the laws and regulations of the jurisdictions in which they operate. They should explain how
they manage situations where such laws or regulations are contradictory or ambiguous. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Climate risk </I></B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Within the framework laid out above, as well as our guidance on &#147;<U>How BlackRock Investment Stewardship engages on climate risk,</U>&#148; we believe
that climate presents significant investment risks and opportunities that may impact the long-term financial sustainability of companies. We believe that the reporting frameworks developed by TCFD and SASB provide useful guidance to companies on
identifying, managing, and reporting on climate-related risks and opportunities. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">We expect companies to help their investors understand how the company
may be impacted by climate risk, in the context of its ability to realize a long-term strategy and generate value over time. We expect companies to convey their governance around this issue through their corporate disclosures aligned with TCFD and
SASB. For companies in sectors that are significantly exposed to climate-related risk, we expect the whole board to have demonstrable fluency in how climate risk affects the business and how management approaches assessing, adapting to, and
mitigating that 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">B-26 </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:10pt; font-family:Times New Roman">Where a company receives a shareholder proposal related to climate risk, in addition to the factors laid out
above, our assessment will take into account the robustness of the company&#146;s existing disclosures as well as our understanding of its management of the issues as revealed through our engagements with the company and board members over time. In
certain instances, we may disagree with the details of a climate-related shareholder proposal but agree that the company in question has not made sufficient progress on climate-related disclosures. In these instances, we may not support the
proposal, but may vote against the election of relevant directors. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Corporate political activities </I></B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Companies may engage in certain political activities, within legal and regulatory limits, in order to influence public policy consistent with the
companies&#146; values and strategies, and thus serve shareholders&#146; best long-term economic interests. These activities can create risks, including: the potential for allegations of corruption; the potential for reputational issues associated
with a candidate, party, or issue; and risks that arise from the complex legal, regulatory , and compliance considerations associated with corporate political activity. We believe that companies which choose to engage in political activities should
develop and maintain robust processes to guide these activities and to mitigate risks, including a level of board oversight. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">When presented with
shareholder proposals requesting increased disclosure on corporate political activities, we may consider the political activities of that company and its peers, the existing level of disclosure, and our view regarding the associated risks. We
generally believe that it is the duty of boards and management to determine the appropriate level of disclosure of all types of corporate activity, and we are generally not supportive of proposals that are overly prescriptive in nature. We may
decide to support a shareholder proposal requesting additional reporting of corporate political activities where there seems to be either a significant potential threat or actual harm to shareholders&#146; interests, and where we believe the company
has not already provided shareholders with sufficient information to assess the company&#146;s management of the risk. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Finally, we believe that it is not
the role of shareholders to suggest or approve corporate political activities; therefore we generally do not support proposals requesting a shareholder vote on political activities or expenditures. </P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="appb93447_108"></A>GENERAL CORPORATE GOVERNANCE MATTERS </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Adjourn meeting to solicit additional votes </I></B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">We
generally support such proposals unless the agenda contains items that we judge to be detrimental to shareholders&#146; best long-term economic interests. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Bundled proposals </I></B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">We believe that shareholders
should have the opportunity to review substantial governance changes individually without having to accept bundled proposals. Where several measures are grouped into one proposal, BlackRock may reject certain positive changes when linked with
proposals that generally contradict or impede the rights and economic interests of shareholders. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Exclusive forum provisions </I></B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">BlackRock generally supports proposals to seek exclusive forum for certain shareholder litigation. In cases where a board unilaterally adopts exclusive forum
provisions that we consider unfavorable to the interests of shareholders, we will vote against the independent chair or lead independent director and members of the governance committee. </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">B-27 </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:10pt; font-family:Times New Roman"><B><I>Multi-jurisdictional companies </I></B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Where a company is listed on multiple exchanges or incorporated in a country different from its primary listing, we will seek to apply the most relevant market
guideline(s) to our analysis of the company&#146;s governance structure and specific proposals on the shareholder meeting agenda. In doing so, we typically consider the governance standards of the company&#146;s primary listing, the market standards
by which the company governs itself, and the market context of each specific proposal on the agenda. If the relevant standards are silent on the issue under consideration, we will use our professional judgment as to what voting outcome would best
protect the long-term economic interests of investors. We expect that companies will disclose the rationale for their selection of primary listing, country of incorporation, and choice of governance structures, in particular where there is conflict
between relevant market governance practices. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Other business </I></B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">We oppose giving companies our proxy to vote on matters where we are not given the opportunity to review and understand those measures and carry out an
appropriate level of shareholder oversight. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Reincorporation </I></B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Proposals to reincorporate from one state or country to another are most frequently motivated by considerations of anti-takeover protections, legal advantages,
and / or cost savings. We will evaluate, on a <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">case-by-case</FONT></FONT> basis, the economic and strategic rationale behind the company&#146;s proposal to reincorporate. In all
instances, we will evaluate the changes to shareholder protection under the new charter / articles / bylaws to assess whether the move increases or decreases shareholder protections. Where we find that shareholder protections are diminished, we may
support reincorporation if we determine that the overall benefits outweigh the diminished rights. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>IPO governance </I></B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">We expect boards to consider and disclose how the corporate governance structures adopted upon initial public offering (&#147;IPO&#148;) are in
shareholders&#146; best long-term interests. We also expect boards to conduct a regular review of corporate governance and control structures, such that boards might evolve foundational corporate governance structures as company circumstances
change, without undue costs and disruption to shareholders. In our <U>letter on unequal voting structures</U>, we articulate our view that &#147;one vote for one share&#148; is the preferred structure for publicly-traded companies. We also recognize
the potential benefits of dual class shares to newly public companies as they establish themselves; however, we believe that these structures should have a specific and limited duration. We will generally engage new companies on topics such as
classified boards and supermajority vote provisions to amend bylaws, as we believe that such arrangements may not be in the best interest of shareholders in the long-term. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">We will typically apply a <FONT STYLE="white-space:nowrap">one-year</FONT> grace period for the application of certain director-related guidelines (including,
but not limited to, director independence and over-boarding considerations), during which we expect boards to take steps to bring corporate governance standards in line with our expectations. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Further, if a company qualifies as an emerging growth company (an &#147;EGC&#148;) under the Jumpstart Our Business Startups Act of 2012 (the &#147;JOBS
Act&#148;), we will give consideration to the NYSE and NASDAQ governance exemptions granted under the JOBS Act for the duration such a company is categorized as an EGC. We expect an EGC to have a totally independent audit committee by the first
anniversary of its IPO, with our standard approach to voting on auditors and audit-related issues applicable in full for an EGC on the first anniversary of its IPO. </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">B-28 </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:10pt; font-family:Times New Roman" ALIGN="center"><B><A NAME="appb93447_109"></A>SHAREHOLDER PROTECTIONS </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Amendment to charter / articles / bylaws </I></B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">We
believe that shareholders should have the right to vote on key corporate governance matters, including on changes to governance mechanisms and amendments to the charter / articles / bylaws. We may vote against certain directors where changes to
governing documents are not put to a shareholder vote within a reasonable period of time, in particular if those changes have the potential to impact shareholder rights (see &#147;Director elections&#148; herein). In cases where a board&#146;s
unilateral adoption of changes to the charter / articles / bylaws promotes cost and operational efficiency benefits for the company and its shareholders, we may support such action if it does not have a negative effect on shareholder rights or the
company&#146;s corporate governance structure. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">When voting on a management or shareholder proposal to make changes to the charter / articles / bylaws, we
will consider in part the company&#146;s and / or proponent&#146;s publicly stated rationale for the changes, the company&#146;s governance profile and history, relevant jurisdictional laws, and situational or contextual circumstances which may have
motivated the proposed changes, among other factors. We will typically support changes to the charter / articles / bylaws where the benefits to shareholders, including the costs of failing to make those changes, demonstrably outweigh the costs or
risks of making such changes. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Proxy access </I></B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">We believe that long-term shareholders should have the opportunity, when necessary and under reasonable conditions, to nominate directors on the company&#146;s
proxy card. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">In our view, securing the right of shareholders to nominate directors without engaging in a control contest can enhance shareholders&#146;
ability to meaningfully participate in the director election process, stimulate board attention to shareholder interests, and provide shareholders an effective means of directing that attention where it is lacking. Proxy access mechanisms should
provide shareholders with a reasonable opportunity to use this right without stipulating overly restrictive or onerous parameters for use, and also provide assurances that the mechanism will not be subject to abuse by short-term investors, investors
without a substantial investment in the company, or investors seeking to take control of the board. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">In general, we support market-standardized proxy
access proposals, which allow a shareholder (or group of up to 20 shareholders) holding three percent of a company&#146;s outstanding shares for at least three years the right to nominate the greater of up to two directors or 20% of the board. Where
a standardized proxy access provision exists, we will generally oppose shareholder proposals requesting outlier thresholds. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Right to act by written
consent </I></B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">In exceptional circumstances and with sufficiently broad support, shareholders should have the opportunity to raise issues of substantial
importance without having to wait for management to schedule a meeting. We therefore believe that shareholders should have the right to solicit votes by written consent provided that: 1) there are reasonable requirements to initiate the consent
solicitation process (in order to avoid the waste of corporate resources in addressing narrowly supported interests); and 2) shareholders receive a minimum of 50% of outstanding shares to effectuate the action by written consent. We may oppose
shareholder proposals requesting the right to act by written consent in cases where the proposal is structured for the benefit of a dominant shareholder to the exclusion of others, or if the proposal is written to discourage the board from
incorporating appropriate mechanisms to avoid the waste of corporate resources when establishing a right to act by written consent. Additionally, we may oppose shareholder proposals requesting the right to act by written consent if the company
already provides a shareholder right to call a special meeting that we believe offers shareholders a reasonable opportunity to raise issues of substantial importance without having to wait for management to schedule a meeting. </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">B-29 </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:10pt; font-family:Times New Roman"><B><I>Right to call a special meeting </I></B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">In exceptional circumstances and with sufficiently broad support, shareholders should have the opportunity to raise issues of substantial importance without
having to wait for management to schedule a meeting. We therefore believe that shareholders should have the right to call a special meeting in cases where a reasonably high proportion of shareholders (typically a minimum of 15% but no higher than
25%) are required to agree to such a meeting before it is called, in order to avoid the waste of corporate resources in addressing narrowly supported interests. However, we may oppose this right in cases where the proposal is structured for the
benefit of a dominant shareholder to the exclusion of others. We generally believe that a right to act via written consent is not a sufficient alternative to the right to call a special meeting. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><B><I>Simple majority voting </I></B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">We generally favor a
simple majority voting requirement to pass proposals. Therefore, we will support the reduction or the elimination of supermajority voting requirements to the extent that we determine shareholders&#146; ability to protect their economic interests is
improved. Nonetheless, in situations where there is a substantial or dominant shareholder, supermajority voting may be protective of public shareholder interests and we may support supermajority requirements in those situations. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>This document is provided for information or educational purposes only and does not constitute legal advice. Professional legal advice should be obtained
before taking or refraining from any action as a result of the contents of this document. </I></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>The information and opinions contained in this document
are as of January 2020 unless it is stated otherwise and may change as subsequent conditions vary. The information and opinions contained in this material are derived from proprietary and <FONT STYLE="white-space:nowrap">non-proprietary</FONT>
sources deemed by BlackRock to be reliable, are not necessarily all inclusive and are not guaranteed as to accuracy. </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">B-30 </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: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="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="10%" VALIGN="top" ALIGN="left"><B>Item&nbsp;25.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left"><B>Financial Statements And Exhibits </B></P></TD></TR></TABLE>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The agreements included or incorporated by reference as exhibits to this registration statement contain representations and warranties by each of the parties
to the applicable agreement. These representations and warranties were made solely for the benefit of the other parties to the applicable agreement and (i)&nbsp;were not intended to be treated as categorical statements of fact, but rather as a way
of allocating the risk to one of the parties if those statements prove to be inaccurate; (ii)&nbsp;may have been qualified in such agreement by disclosures that were made to the other party in connection with the negotiation of the applicable
agreement; (iii)&nbsp;may apply contract standards of &#147;materiality&#148; that are different from &#147;materiality&#148; under the applicable securities laws; and (iv)&nbsp;were made only as of the date of the applicable agreement or such other
date or dates as may be specified in the agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Registrant acknowledges that, notwithstanding the inclusion of the foregoing cautionary
statements, it is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this registration statement not misleading. </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></TD>

<TD VALIGN="bottom" WIDTH="3%"></TD>
<TD WIDTH="96%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>(1)</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Financial Statement</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:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Part A: None</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:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Part B:</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:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Audited Financial Statement &#150; included in SAI</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:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Report of Independent Registered Public Accounting Firm &#150; included in SAI</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:10pt">
<TD VALIGN="top" NOWRAP>(2)</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Exhibits</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:10pt">
<TD VALIGN="top" NOWRAP>(a)</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"><A HREF="http://www.sec.gov/Archives/edgar/data/1836057/000119312520321870/d93447dex99a.htm">Agreement and Declaration of Trust is incorporated by reference to Exhibit (2)(a)&nbsp;
of the Trust&#146;s initial Registration Statement on Form <FONT STYLE="white-space:nowrap">N-2,</FONT> as filed on December&nbsp;18, 2020.</A></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:10pt">
<TD VALIGN="top" NOWRAP>(b)</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"><A HREF="http://www.sec.gov/Archives/edgar/data/1836057/000119312520321870/d93447dex99b.htm">Bylaws is incorporated by reference to Exhibit (2)(b)&nbsp;of the Trust&#146;s initial Registration Statement on <FONT
STYLE="white-space:nowrap">Form&nbsp;N-2,</FONT> as filed on December&nbsp;18, 2020.</A></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:10pt">
<TD VALIGN="top" NOWRAP>(c)</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Inapplicable</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:10pt">
<TD VALIGN="top" NOWRAP>(d)(1)</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"><A HREF="http://www.sec.gov/Archives/edgar/data/1836057/000119312520321870/d93447dex99a.htm">Article VI (Shares of Beneficial Interest) and Article X (Shareholders) of the Agreement and Declaration of Trust are incorporated by reference
 to Exhibit (2)(a)<U></U>&nbsp;of the Trust&#146;s initial Registration Statement on <FONT STYLE="white-space:nowrap">Form&nbsp;N-2,</FONT> as filed on December<U></U>&nbsp;18, 2020.</A></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:10pt">
<TD VALIGN="top" NOWRAP>(d)(2)</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"><A HREF="http://www.sec.gov/Archives/edgar/data/1836057/000119312520321870/d93447dex99b.htm">Article I (Shareholder Meetings) of the Bylaws is incorporated by reference to Exhibit (2)(b)<U></U>&nbsp;
of the Trust&#146;s initial Registration Statement on Form <FONT STYLE="white-space:nowrap">N-2,</FONT> as filed on December<U></U>&nbsp;18, 2020.</A></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:10pt">
<TD VALIGN="top" NOWRAP>(e)</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"><A HREF="http://www.sec.gov/Archives/edgar/data/1836057/000119312521046816/d93447dex99e.htm">Form of Automatic Dividend Reinvestment Plan is incorporated by reference to Exhibit (e) to Pre-Effective Amendment No. 1 to the Trust&#146;s
 Registration Statement on Form N-2, as filed on February&nbsp;17, 2021.</A></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:10pt">
<TD VALIGN="top" NOWRAP>(f)</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Inapplicable</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:10pt">
<TD VALIGN="top" NOWRAP>(g)(1)</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"><A HREF="http://www.sec.gov/Archives/edgar/data/1836057/000119312521046816/d93447dex99g1.htm">Form of Investment Management Agreement is incorporated by reference to Exhibit (g)(1) to Pre-Effective Amendment No. 1 to the Trust&#146;s Registration
 Statement on Form N-2, as filed on February&nbsp;17, 2021.</A></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:10pt">
<TD VALIGN="top" NOWRAP>(g)(2)</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"><A HREF="http://www.sec.gov/Archives/edgar/data/1836057/000119312521046816/d93447dex99g2.htm">Form of Amended and Restated Master Advisory Fee Waiver Agreement is incorporated by reference to Exhibit (g)(2) to Pre- Effective Amendment
 No. 1 to the Trust&#146;s Registration Statement on Form N-2, as filed on February 17, 2021.</A></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">C-1 </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></TD>

<TD VALIGN="bottom" WIDTH="4%"></TD>
<TD WIDTH="95%"></TD></TR>

<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>(g)(3)</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"><A HREF="http://www.sec.gov/Archives/edgar/data/1836057/000119312521046816/d93447dex99g3.htm">Amendment No.&nbsp;
1 to Amended and Restated Master Advisory Fee Waiver Agreement is incorporated by reference to Exhibit (g)(3) to Pre-Effective Amendment No. 1 to the Trust&#146;s Registration Statement on Form N-2, as filed on February 17, 2021.</A></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:10pt">
<TD VALIGN="top" NOWRAP>(g)(4)</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"><A HREF="http://www.sec.gov/Archives/edgar/data/1836057/000119312521046816/d93447dex99g4.htm">Amendment No.&nbsp;
2 to Amended and Restated Master Advisory Fee Waiver Agreement is incorporated by reference to Exhibit (g)(4) to Pre-Effective Amendment No. 1 to the Trust&#146;s Registration Statement on Form N-2, as filed on February 17, 2021.</A></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:10pt">
<TD VALIGN="top" NOWRAP>(g)(5)</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"><A HREF="http://www.sec.gov/Archives/edgar/data/1836057/000119312521046816/d93447dex99g5.htm">Form of Amendment No.&nbsp;
3 to Amended and Restated Master Advisory Fee Waiver Agreement is incorporated by reference to Exhibit (g)(5) to Pre-Effective Amendment No. 1 to the Trust&#146;s Registration Statement on Form N-2, as filed on February 17, 2021.</A></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:10pt">
<TD VALIGN="top" NOWRAP>(g)(6)</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"><A HREF="http://www.sec.gov/Archives/edgar/data/1836057/000119312521046816/d93447dex99g6.htm">Form of Amendment No.&nbsp;
4 to Amended and Restated Master Advisory Fee Waiver Agreement is incorporated by reference to Exhibit (g)(6) to Pre-Effective Amendment No. 1 to the Trust&#146;s Registration Statement on Form N-2, as filed on February 17, 2021.</A></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:10pt">
<TD VALIGN="top" NOWRAP>(h)(1)</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"><A HREF="d93447dex99h1.htm">Form of Underwriting Agreement is filed herewith.</A></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:10pt">
<TD VALIGN="top" NOWRAP>(h)(2)</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"><A HREF="d93447dex99h2.htm">Form of Master Agreement Among Underwriters is filed herewith.</A></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:10pt">
<TD VALIGN="top" NOWRAP>(h)(3)</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"><A HREF="d93447dex99h3.htm">Form of Master Selected Dealers Agreement is filed herewith.</A></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:10pt">
<TD VALIGN="top" NOWRAP>(h)(4)</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"><A HREF="d93447dex99h4.htm">Form of Structuring Fee Agreement is filed herewith.</A></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:10pt">
<TD VALIGN="top" NOWRAP>(h)(5)</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"><A HREF="d93447dex99h5.htm">Form of Morgan Stanley Structuring and Syndication Fee Agreement is filed herewith.</A></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:10pt">
<TD VALIGN="top" NOWRAP>(i)</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"><A HREF="http://www.sec.gov/Archives/edgar/data/1836057/000119312521046816/d93447dex99i.htm">Form of BlackRock Fixed-Income Complex Third Amended and Restated Deferred Compensation Plan is incorporated by reference to Exhibit (i) to Pre-Effective
Amendment No. 1 to the Trust&#146;s Registration Statement on Form N-2, as filed on February 17, 2021.</A></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:10pt">
<TD VALIGN="top" NOWRAP>(j)</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"><A HREF="http://www.sec.gov/Archives/edgar/data/1836057/000119312521046816/d93447dex99j.htm">Form of Master Custodian Agreement is incorporated by reference to Exhibit (j) to Pre-Effective Amendment No. 1 to the Trust&#146;s Registration
 Statement on Form N-2, as filed on February 17, 2021.</A></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:10pt">
<TD VALIGN="top" NOWRAP>(k)(1)</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"><A HREF="http://www.sec.gov/Archives/edgar/data/1836057/000119312521046816/d93447dex99k1.htm">Form of Amended and Restated Transfer Agency and Service Agreement is incorporated by reference to Exhibit (k)(1) to Pre-Effective Amendment
 No. 1 to the Trust&#146;s Registration Statement on Form N-2, as filed on February 17, 2021.</A></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:10pt">
<TD VALIGN="top" NOWRAP>(k)(2)</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"><A HREF="http://www.sec.gov/Archives/edgar/data/1836057/000119312521046816/d93447dex99k2.htm">Form of Administration and Fund Accounting Services Agreement is incorporated by reference to Exhibit (k)(2) to Pre-Effective Amendment No. 1
 to the Trust&#146;s Registration Statement on Form N-2, as filed on February 17, 2021.</A></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:10pt">
<TD VALIGN="top" NOWRAP>(k)(3)</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"><A HREF="http://www.sec.gov/Archives/edgar/data/1836057/000119312521046816/d93447dex99k3.htm">Form of Seventh Amended and Restated Securities Lending Agreement is incorporated by reference to Exhibit (k)(3) to Pre-Effective Amendment No.
 1 to the Trust&#146;s Registration Statement on Form N-2, as filed on February 17, 2021.</A></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:10pt">
<TD VALIGN="top" NOWRAP>(k)(4)</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"><A HREF="http://www.sec.gov/Archives/edgar/data/1836057/000119312521046816/d93447dex99k4.htm">Form of Organizational and Offering Expenses Agreement between Registrant and BlackRock Advisors, LLC is incorporated by reference to Exhibit
 (k)(4) to Pre-Effective Amendment No. 1 to the Trust&#146;s Registration Statement on Form N-2, as filed on February 17, 2021.</A></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:10pt">
<TD VALIGN="top" NOWRAP>(l)</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"><A HREF="d93447dex99l.htm">Opinion and Consent of Counsel is filed herewith. </A></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:10pt">
<TD VALIGN="top" NOWRAP>(m)</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Inapplicable</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:10pt">
<TD VALIGN="top" NOWRAP>(n)</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"><A HREF="d93447dex99n.htm">Independent Registered Public Accounting Firm Consent is filed herewith. </A></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:10pt">
<TD VALIGN="top" NOWRAP>(o)</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Inapplicable</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:10pt">
<TD VALIGN="top" NOWRAP>(p)</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"><A HREF="http://www.sec.gov/Archives/edgar/data/1836057/000119312521046816/d93447dex99p.htm">Initial Subscription Agreement is incorporated by reference to Exhibit (p) to Pre-Effective Amendment No. 1 to the Trust&#146;s Registration Statement
 on Form N-2, as filed on February 17, 2021.</A></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:10pt">
<TD VALIGN="top" NOWRAP>(q)</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top">Inapplicable</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">C-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 CELLSPACING="0" CELLPADDING="0" WIDTH="100%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>

<TD></TD>

<TD VALIGN="bottom" WIDTH="3%"></TD>
<TD WIDTH="95%"></TD></TR>

<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP>(r)</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"><A HREF="http://www.sec.gov/Archives/edgar/data/1836057/000119312521046816/d93447dex99r.htm">Code of Ethics of the Registrant and the Advisor is incorporated by reference to Exhibit (r) to Pre-Effective Amendment No. 1 to the Trust&#146;s
 Registration Statement on Form N-2, as filed on February 17, 2021.</A></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:10pt">
<TD VALIGN="top" NOWRAP>(s)</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"><A HREF="http://www.sec.gov/Archives/edgar/data/1836057/000119312521046816/d93447dex99s.htm">Power of Attorney is incorporated by reference to Exhibit (s) to Pre-Effective Amendment No. 1 to the Trust&#146;s Registration Statement on Form
 N-2, as filed on February 17, 2021.</A></TD></TR>
</TABLE>  <P STYLE="font-size:18pt;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="10%" VALIGN="top" ALIGN="left"><B>Item&nbsp;26.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left"><B>Marketing Arrangements </B></P></TD></TR></TABLE>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">See the Form of Underwriting Agreement, the Form of Master Agreement Among Underwriters, the Form of Master Selected Dealers Agreement the Form of Structuring
Fee Agreement and the Form of Morgan Stanley Structuring and Syndication Fee Agreement filed as Exhibit (h)(1), Exhibit (h)(2), Exhibit (h)(3) Exhibit (h)(4) and Exhibit (h)(5), respectively, to this Registration Statement. </P>
<P STYLE="font-size:18pt;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="10%" VALIGN="top" ALIGN="left"><B>Item&nbsp;27.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left"><B>Other Expenses Of Issuance And Distribution </B></P></TD></TR></TABLE>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The following table sets forth the estimated expenses to be incurred in connection with the offering described in this registration statement: </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="68%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>

<TD WIDTH="81%"></TD>

<TD VALIGN="bottom" WIDTH="6%"></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 fee</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">$</TD>
<TD VALIGN="bottom" ALIGN="right">545,500</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">NYSE listing fee</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">$</TD>
<TD VALIGN="bottom" ALIGN="right"> 40,000</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;</TD>
<TD VALIGN="bottom">$</TD>
<TD VALIGN="bottom" ALIGN="right"> 130,000</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Accounting fees and expenses</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">$</TD>
<TD VALIGN="bottom" ALIGN="right"> 38,000</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;</TD>
<TD VALIGN="bottom">$</TD>
<TD VALIGN="bottom" ALIGN="right"> 387,500</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">FINRA fee</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">$</TD>
<TD VALIGN="bottom" ALIGN="right"> 75,500</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">Miscellaneous</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">$</TD>
<TD VALIGN="bottom" ALIGN="right"> 650,000</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:3.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Total</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">$</TD>
<TD VALIGN="bottom" ALIGN="right">1,866,500</TD>
<TD NOWRAP VALIGN="bottom">&nbsp;</TD></TR>
</TABLE>  <P STYLE="font-size:18pt;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="10%" VALIGN="top" ALIGN="left"><B>Item&nbsp;28.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left"><B>Persons Controlled By Or Under Common Control With The Registrant </B></P></TD></TR></TABLE>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">None. </P> <P STYLE="font-size:18pt;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="10%" VALIGN="top" ALIGN="left"><B>Item&nbsp;29.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left"><B>Number Of Holders Of Shares </B></P></TD></TR></TABLE>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">As of February&nbsp;17, 2021: </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="68%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:8pt" ALIGN="center">


<TR>

<TD WIDTH="64%"></TD>

<TD VALIGN="bottom" WIDTH="34%"></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" NOWRAP> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-bottom:1.00pt solid #000000; display:table-cell; font-size:8pt; font-family:Times New Roman; "><B>Title Of Class</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" COLSPAN="2" ALIGN="center" STYLE="border-bottom:1.00pt solid #000000"><B>Number&nbsp;Of&nbsp;Record&nbsp;Holders</B></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 of Beneficial Interest</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>
</TABLE> <P STYLE="font-size:18pt;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="10%" VALIGN="top" ALIGN="left"><B>Item&nbsp;30.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left"><B>Indemnification </B></P></TD></TR></TABLE>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Article V of the Registrant&#146;s Agreement and Declaration of Trust provides as follows: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">5.1&nbsp;&nbsp;&nbsp;&nbsp;<U>No Personal Liability of Shareholders, Trustees, etc</U>. No Shareholder of the Trust shall be subject in such capacity to any
personal liability whatsoever to any Person in connection with Trust Property or the acts, obligations or affairs of the Trust. Shareholders shall have the same limitation of personal liability as is extended to stockholders of a corporation
incorporated under the Maryland General Corporation Law. To the maximum extent that Maryland law in effect from time to time permits limitation of the liability of trustees and officers of a Maryland statutory trust, (i)&nbsp;no Trustee or officer
of the Trust shall be subject in such capacity to any personal liability whatsoever to any Person, save only liability to the Trust or its Shareholders arising from bad faith, willful misfeasance, gross negligence or reckless disregard for his duty
to such Person; and, subject to the foregoing exception, all such Persons shall look solely to the Trust Property for satisfaction of claims of any nature arising in connection with the affairs of the Trust and (ii)&nbsp;if any Shareholder, Trustee
or officer, as such, of </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">C-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; font-size:10pt; font-family:Times New Roman">
the Trust, is made a party to any suit or proceeding to enforce any such liability, subject to the foregoing exception, such Shareholder, Trustee or officer shall not, on account thereof, be held
to any personal liability. Any repeal or modification of this Section&nbsp;5.1 shall not adversely affect any right or protection of a Shareholder, Trustee or officer of the Trust existing at the time of such repeal or modification with respect to
acts or omissions occurring prior to such repeal or modification. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">5.2&nbsp;&nbsp;&nbsp;&nbsp;<U>Mandatory Indemnification</U>. (a)&nbsp;The Trust hereby
agrees to indemnify each person who at any time serves or has served as a Trustee or officer of the Trust (each such person being an &#147;indemnitee&#148;) against any liabilities and expenses, including amounts paid in satisfaction of judgments,
in compromise or as fines and penalties, and reasonable counsel fees reasonably incurred by such indemnitee in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or
administrative or investigative body in which such indemnitee may be or may have been involved as a party or otherwise or with which he may be or may have been threatened, while acting in any capacity set forth in this Article V by reason of such
indemnitee having acted in any such capacity, provided, however, that no indemnitee shall be indemnified hereunder against any liability to any person or any expense of such indemnitee arising by reason of (i)&nbsp;willful misfeasance, (ii)&nbsp;bad
faith, (iii)&nbsp;gross negligence, or (iv)&nbsp;reckless disregard of the duties involved in the conduct of his position (the conduct referred to in such clauses (i)&nbsp;through (iv) being sometimes referred to herein as &#147;disabling
conduct&#148;). Notwithstanding the foregoing, with respect to any action, suit or other proceeding voluntarily prosecuted by any indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other
proceeding by such indemnitee (1)&nbsp;was authorized by a majority of the Trustees or (2)&nbsp;was instituted by the indemnitee to enforce his or her rights to indemnification hereunder in a case in which the indemnitee is found to be entitled to
such indemnification. The rights to indemnification set forth in this Declaration shall continue as to a person who has ceased to be a Trustee or officer of the Trust and shall inure to the benefit of his or her heirs, executors and personal and
legal representatives. No amendment or restatement of this Declaration or repeal of any of its provisions shall limit or eliminate any of the benefits provided to any person who at any time is or was a Trustee or officer of the Trust or otherwise
entitled to indemnification hereunder in respect of any act or omission that occurred prior to such amendment, restatement or repeal. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(b)&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding the foregoing, no indemnification shall be made hereunder unless there has been a determination (i)&nbsp;by a final
decision on the merits by a court or other body of competent jurisdiction before whom the issue of entitlement to indemnification hereunder was brought that such indemnitee is entitled to indemnification hereunder or, (ii)&nbsp;in the absence of
such a decision, by (1)&nbsp;a majority vote of a quorum of those Trustees who are neither &#147;interested persons&#148; of the Trust (as defined in Section&nbsp;2(a)(19) of the 1940 Act) (&#147;Independent Trustees&#148;) nor parties to the
proceeding (&#147;Disinterested <FONT STYLE="white-space:nowrap">Non-Party</FONT> Trustees&#148;), that the indemnitee is entitled to indemnification hereunder, or (2)&nbsp;if such quorum is not obtainable or even if obtainable, if such majority so
directs, independent legal counsel in a written opinion concludes that the indemnitee should be entitled to indemnification hereunder. All determinations to make advance payments in connection with the expense of defending any proceeding shall be
authorized and made in accordance with the immediately succeeding paragraph (c)&nbsp;below. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(c)&nbsp;&nbsp;&nbsp;&nbsp;The Trust shall make advance
payments in connection with the expenses of defending any action with respect to which indemnification might be sought hereunder if the Trust receives a written affirmation by the indemnitee of the indemnitee&#146;s good faith belief that the
standards of conduct necessary for indemnification have been met and a written undertaking to reimburse the Trust unless it is subsequently determined that the indemnitee is entitled to such indemnification and if a majority of the Trustees
determine that the applicable standards of conduct necessary for indemnification appear to have been met. In addition, at least one of the following conditions must be met: (i)&nbsp;the indemnitee shall provide adequate security for his undertaking,
(ii)&nbsp;the Trust shall be insured against losses arising by reason of any lawful advances, or (iii)&nbsp;a majority of a quorum of the Disinterested <FONT STYLE="white-space:nowrap">Non-Party</FONT> Trustees, or if a majority vote of such quorum
so direct or in the absence of any Disinterested <FONT STYLE="white-space:nowrap">Non-Party</FONT> Trustees, independent legal counsel in a written opinion, shall conclude, based on a review of readily available facts (as opposed to a full
trial-type inquiry), that there is substantial reason to believe that the indemnitee ultimately will be found entitled to indemnification. </P>
 <p STYLE="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">C-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:10pt; font-family:Times New Roman">(d)&nbsp;&nbsp;&nbsp;&nbsp;The rights accruing to any indemnitee under these provisions shall not exclude any
other right which any person may have or hereafter acquire under this Declaration, the Bylaws of the Trust, any statute, agreement, vote of Shareholders or Trustees who are &#147;disinterested persons&#148; (as defined in Section&nbsp;2(a)(19) of
the 1940 Act) or any other right to which he or she may be lawfully entitled. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(e)&nbsp;&nbsp;&nbsp;&nbsp;Subject to any limitations provided by the 1940
Act and this Declaration, the Trust shall have the power and authority to indemnify and provide for the advance payment of expenses to employees, agents and other Persons providing services to the Trust or serving in any capacity at the request of
the Trust to the full extent corporations organized under the Maryland General Corporation Law may indemnify or provide for the advance payment of expenses for such Persons, provided that such indemnification has been approved by the Board of
Trustees. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(f)&nbsp;&nbsp;&nbsp;&nbsp;The Board of Trustees may maintain insurance for the protection of the Trust Property, Shareholders, Trustees,
officers, employees and agents in such amount as the Board of Trustees shall deem adequate to cover possible tort liability, and such other insurance as the Board of Trustees in its sole judgment shall deem advisable or is required by the 1940 Act.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(g)&nbsp;&nbsp;&nbsp;&nbsp;In the event of payment by the Trust to an indemnitee, the Trust shall be subrogated to the extent of such payment to all of
the rights of recovery of the indemnitee, who shall execute such documents and do such acts as the Trust may reasonably request to secure such rights and to enable the Trust effectively to bring suit to enforce such rights. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">5.3&nbsp;&nbsp;&nbsp;&nbsp;<U>No Bond Required of Trustees</U>. No Trustee shall, as such, be obligated to give any bond or other security for the performance
of any of such Trustees duties hereunder. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">5.4&nbsp;&nbsp;&nbsp;&nbsp;<U>No Duty of Investigation; No Notice in Trust Instruments, etc</U>. No purchaser,
lender, transfer agent or other person dealing with the Trustees or with any officer, employee or agent of the Trust shall be bound to make any inquiry concerning the validity of any transaction purporting to be made by the Board of Trustees or by
said officer, employee or agent or be liable for the application of money or property paid, loaned, or delivered to or on the order of the Board of Trustees or of said officer, employee or agent. Every obligation, contract, undertaking, instrument,
certificate, Share, other security of the Trust, and every other act or thing whatsoever executed in connection with the Trust shall be conclusively taken to have been executed or done by the executors thereof only in their capacity as Trustees
under this Declaration or in their capacity as officers, employees or agents of the Trust. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">5.5&nbsp;&nbsp;&nbsp;&nbsp;<U>Trustee&#146;s Good Faith
Action, Reliance on Experts, etc</U>. The exercise in good faith by the Trustees of their powers and discretions hereunder shall be binding upon everyone interested. The Trustees may rely in good faith upon advice of counsel or other experts with
respect to the meaning and operation of this Declaration and their duties as Trustees hereunder, and, to the maximum extent permitted by Maryland law in effect from time to time, shall be under no liability for any act or omission in accordance with
such advice; provided further that, to the maximum extent permitted by Maryland law in effect from time to time, the Trustees shall be under no liability for failing to follow such advice. To the maximum extent permitted by Maryland law in effect
from time to time, a Trustee shall be fully protected in relying in good faith upon the records of the Trust and upon information, opinions, reports or statements presented by another Trustee or any officer, employee or other agent of the Trust, or
by any other Person as to matters the Trustee believes in good faith are within such other Person&#146;s professional or expert competence, including information, opinions, reports or statements as to the value and amount of the assets, liabilities,
profits or losses of the Trust or any series or class, or the value and amount of assets or reserves or contracts, agreements or other undertakings that would be sufficient to pay claims and obligations of the Trust or any series or class or to make
reasonable provision to pay such claims and obligations, or any other facts pertinent to the existence and amount of assets from which distributions to Shareholders or creditors of the Trust might properly be paid. </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">C-5 </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:10pt; font-family:Times New Roman">Registrant has also entered into an agreement with Trustees and officers of the Registrant entitled to
indemnification under the Agreement and Declaration of Trust pursuant to which the Registrant has agreed to advance expenses and costs incurred by the indemnitee in connection with any matter in respect of which indemnification might be sought
pursuant to the Agreement and Declaration of Trust to the maximum extent permitted by law. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Reference is also made to: </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="4%">&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="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Section&nbsp;10 of the Registrant&#146;s Investment Management Agreement, a form of which is filed as Exhibit
(g)(1) to this Registration Statement </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="4%">&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="left" STYLE=" margin-top:0pt ; margin-bottom:0pt; font-family:Times New Roman; font-size:10pt">Section 8 of the Underwriting Agreement, a form of which is filed as Exhibit (h)(1) to this Registration
Statement. </P></TD></TR></TABLE>  <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Additionally, the Registrant and the other funds in the BlackRock Fixed-Income Complex jointly maintain, at their own
expense, E&amp;O/D&amp;O insurance policies for the benefit of its Trustees, officers and certain affiliated persons. The Registrant pays a pro rata portion of the premium on such insurance policies. </P>
<P STYLE="font-size:18pt;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="10%" VALIGN="top" ALIGN="left"><B>Item&nbsp;31.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left"><B>Business And Other Connections Of Investment Adviser </B></P></TD></TR></TABLE>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">BlackRock Advisors, LLC, a limited liability company organized under the laws of Delaware (the &#147;Advisor&#148;), acts as investment adviser to the
Registrant. The Registrant is fulfilling the requirement of this Item 31 to provide a list of the officers and directors of the Advisor, together with information as to any other business, profession, vocation or employment of a substantial nature
engaged in by the Advisor or those officers and directors during the past two years, by incorporating by reference the information contained in the Form ADV of the Advisor filed with the commission pursuant to the Investment Advisers Act of 1940
(Commission File <FONT STYLE="white-space:nowrap">No.&nbsp;801-47710).</FONT> </P> <P STYLE="font-size:18pt;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="10%" VALIGN="top" ALIGN="left"><B>Item&nbsp;32.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left"><B>Location Of Accounts And Records </B></P></TD></TR></TABLE>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">The Registrant&#146;s accounts, books and other documents are currently located at the offices of the Registrant, c/o BlackRock Advisors, LLC, 100 Bellevue
Parkway, Wilmington, DE 19809 and at the offices of State Street Bank and Trust Company, the Registrant&#146;s Custodian and Administrator, at One Lincoln Street, Boston, Massachusetts 02111 and Computershare Trust Company, N.A., the
Registrant&#146;s Transfer Agent, at 150 Royall Street, Canton, Massachusetts 02021. </P> <P STYLE="font-size:18pt;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="10%" VALIGN="top" ALIGN="left"><B>Item&nbsp;33.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left"><B>Management Services </B></P></TD></TR></TABLE>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Not Applicable </P> <P STYLE="font-size:18pt;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="10%" VALIGN="top" ALIGN="left"><B>Item&nbsp;34.</B></TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left"><B>Undertakings </B></P></TD></TR></TABLE>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(1)&nbsp;&nbsp;&nbsp;&nbsp;The Registrant hereby undertakes to suspend the offering of its units until it amends its prospectus if (a)&nbsp;subsequent to the
effective date of its registration statement, the net asset value declines more than 10&nbsp;percent from its net asset value as of the effective date of the Registration Statement or (b)&nbsp;the net asset value increases to an amount greater than
its net proceeds as stated in the prospectus. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(2)&nbsp;&nbsp;&nbsp;&nbsp;Not applicable </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(3)&nbsp;&nbsp;&nbsp;&nbsp;Not applicable </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(4) (a) For the
purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of a 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 of 1933 shall be deemed to be part of the Registration Statement as of the time it was declared effective. </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">C-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:10pt; font-family:Times New Roman">(b) For the purpose of determining any liability under the Securities Act of 1933, 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="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(5)&nbsp;&nbsp;&nbsp;&nbsp;Not applicable </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(6)&nbsp;&nbsp;&nbsp;&nbsp;Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 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">(7)&nbsp;&nbsp;&nbsp;&nbsp;The Registrant undertakes to send by first class mail or other means designed to ensure equally prompt delivery within two
business days of receipt of a written or oral request, any prospectus or Statement of Additional Information constituting Part B of this Registration Statement. </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">C-7 </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:10pt; font-family:Times New Roman" ALIGN="center"><B>SIGNATURES </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Trust has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, and State of New York, on the 24<SUP STYLE="font-size:85%; vertical-align:top">th</SUP> day of March, 2021. </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="43%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt">


<TR>

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

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="92%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">B<SMALL>LACK</SMALL>R<SMALL>OCK</SMALL> I<SMALL>NNOVATION</SMALL> <SMALL>AND</SMALL>&nbsp;G<SMALL>ROWTH</SMALL> T<SMALL>RUST</SMALL> </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">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:10pt; font-family:Times New Roman">/s/ John M. Perlowski</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">John M. Perlowski</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">President and Chief Executive Officer</TD></TR>
</TABLE></DIV>  <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been
signed by the following persons in the capacities indicated and on the 24<SUP STYLE="font-size:85%; vertical-align:top">th</SUP> day of March, 2021. </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="2%"></TD>
<TD WIDTH="47%"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:8pt">
<TD VALIGN="bottom" 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>Signature</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:8pt; font-family:Times New Roman" ALIGN="center"><B>Title</B></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:10pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman" ALIGN="center">/s/ John M. Perlowski</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="middle">Trustee, President and Chief Executive Officer</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom" ALIGN="center"><B>(John M. Perlowski)</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">(Principal Executive Officer)</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:10pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman" ALIGN="center">/s/ Trent Walker</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="middle">Chief Financial Officer</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom" ALIGN="center"><B>(Trent Walker)</B></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">(Principal Financial and Accounting Officer)</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:10pt">
<TD VALIGN="top"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman" ALIGN="center">R<SMALL>ICHARD</SMALL> E.
C<SMALL>AVANAGH</SMALL>*</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="middle">Trustee</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom" ALIGN="center"><B>(Richard E. Cavanagh)</B></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></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; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman" ALIGN="center">C<SMALL>YNTHIA</SMALL> L.
E<SMALL>GAN</SMALL>*</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="middle">Trustee</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom" ALIGN="center"><B>(Cynthia L. Egan)</B></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></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; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman" ALIGN="center">F<SMALL>RANK</SMALL> J.
F<SMALL>ABOZZI</SMALL>*</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="middle">Trustee</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom" ALIGN="center"><B>(Frank J. Fabozzi)</B></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></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; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman" ALIGN="center">R. G<SMALL>LENN</SMALL>
H<SMALL>UBBARD</SMALL>*</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="middle">Trustee</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom" ALIGN="center"><B>(R. Glenn Hubbard)</B></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></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; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman" ALIGN="center">W. C<SMALL>ARL</SMALL>
K<SMALL>ESTER</SMALL>*</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="middle">Trustee</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom" ALIGN="center"><B>(W. Carl Kester)</B></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></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; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman" ALIGN="center">K<SMALL>AREN</SMALL> P.
R<SMALL>OBARDS</SMALL>*</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="middle">Trustee</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom" ALIGN="center"><B>(Karen P. Robards)</B></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></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; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman" ALIGN="center">R<SMALL>OBERT</SMALL>
F<SMALL>AIRBAIRN</SMALL>*</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="middle">Trustee</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom" ALIGN="center"><B>(Robert Fairbairn)</B></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></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; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">*By: /s/ Janey Ahn</P></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: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>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(Janey Ahn, <FONT STYLE="white-space:nowrap"><FONT
STYLE="white-space:nowrap">Attorney-In-Fact)</FONT></FONT></B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"></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">C-7 </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:10pt; font-family:Times New Roman" ALIGN="center"><B>EXHIBIT INDEX </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="5%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="94%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" NOWRAP> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">(h)(1)</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"><A HREF="d93447dex99h1.htm">Form of Underwriting Agreement </A></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:10pt">
<TD VALIGN="top" NOWRAP> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">(h)(2)</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"><A HREF="d93447dex99h2.htm">Form of Master Agreement Among Underwriters </A></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:10pt">
<TD VALIGN="top" NOWRAP> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">(h)(3)</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"><A HREF="d93447dex99h3.htm">Form of Master Selected Dealers Agreement </A></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:10pt">
<TD VALIGN="top" NOWRAP> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">(h)(4)</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"><A HREF="d93447dex99h4.htm">Form of Structuring Fee Agreement </A></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:10pt">
<TD VALIGN="top" NOWRAP> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">(h)(5)</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"><A HREF="d93447dex99h5.htm">Form of Morgan Stanley Structuring and Syndication Fee Agreement </A></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:10pt">
<TD VALIGN="top" NOWRAP> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">(l)</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"><A HREF="d93447dex99l.htm">Opinion and Consent of Counsel </A></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:10pt">
<TD VALIGN="top" NOWRAP> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">(n)</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top"><A HREF="d93447dex99n.htm">Independent Registered Public Accounting Firm Consent </A></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">C-8 </P>

</BODY></HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(H)(1)
<SEQUENCE>2
<FILENAME>d93447dex99h1.htm
<DESCRIPTION>FORM OF UNDERWRITING AGREEMENT
<TEXT>
<HTML><HEAD>
<TITLE>Form of Underwriting Agreement</TITLE>
</HEAD>
 <BODY BGCOLOR="WHITE">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit&nbsp;(h)(1) </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>[&nbsp;&nbsp;&nbsp;&nbsp;] Shares </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>BLACKROCK INNOVATION AND GROWTH TRUST </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, PAR VALUE $0.001 PER SHARE </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>UNDERWRITING AGREEMENT </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">[&nbsp;&nbsp;&nbsp;&nbsp;], 2021 </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:10pt; font-family:Times New Roman" ALIGN="right">[&nbsp;&nbsp;&nbsp;&nbsp;], 2021 </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Morgan Stanley&nbsp;&amp; Co. LLC </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">[Others] </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">c/o Morgan Stanley&nbsp;&amp; Co. LLC </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1585 Broadway </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;New York, New York 10036 </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Ladies and Gentlemen: </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">BlackRock Innovation and
Growth Trust, a statutory trust organized under the laws of the State of Maryland (the &#147;<B>Trust</B>&#148;), is a newly organized, <FONT STYLE="white-space:nowrap">non-diversified</FONT> <FONT STYLE="white-space:nowrap">closed-end</FONT>
management investment company registered under the Investment Company Act of 1940, as amended (the &#147;<B>Investment Company Act</B>&#148;). The Trust proposes to issue and sell to the several Underwriters named in Schedule I hereto (the
&#147;<B>Underwriters</B>&#148;) [&nbsp;&nbsp;&nbsp;&nbsp;] shares of its common shares of beneficial interest, par value $0.001 per share (the &#147;<B>Firm Shares</B>&#148;). The Trust also proposes to issue and sell to the several Underwriters
not more than an additional [&nbsp;&nbsp;&nbsp;&nbsp;] shares of its common shares of beneficial interest, par value $0.001 per share (the &#147;<B>Additional Shares</B>&#148;), if and to the extent that you, as managers of the offering, shall have
determined to exercise, on behalf of the Underwriters, the right to purchase such Additional Shares granted to the Underwriters in Section&nbsp;3 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the
&#147;<B>Shares</B>.&#148; The common shares of beneficial interest, par value $0.001 per share of the Trust to be outstanding after giving effect to the sales contemplated hereby are hereinafter referred to as the &#147;<B>Common Shares</B>.&#148;
Morgan Stanley&nbsp;&amp; Co. LLC and [&nbsp;&nbsp;&nbsp;&nbsp;] (the &#147;<B>Managing Representatives</B>&#148;) will act as managing representatives for the Underwriters in connection with the issuance and sale of the Shares. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">BlackRock Advisors, LLC, a Delaware limited liability company (the &#147;<B>Advisor</B>&#148;), acts as the Trust&#146;s investment adviser
pursuant to an investment management agreement between the Advisor and the Trust (the &#147;<B>Management Agreement</B>&#148;). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Trust
has filed with the Securities and Exchange Commission (the &#147;<B>Commission</B>&#148;) a notification on Form <FONT STYLE="white-space:nowrap">N-8A</FONT> (the &#147;<B>Notification</B>&#148;) of registration of the Trust as an investment company
under the Investment Company Act and a registration statement on <FONT STYLE="white-space:nowrap">Form&nbsp;N-2,</FONT> including a prospectus and a statement of additional information incorporated by reference in the prospectus, relating to the
</P>

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Shares. The registration statement as amended at the time it became effective, including the information (if any) deemed to be part of the registration statement at the time of effectiveness
pursuant to Rule 430A under the Securities Act of 1933, as amended (the &#147;<B>Securities Act</B>&#148;), is hereinafter referred to as the &#147;<B>Registration Statement</B>&#148;; the prospectus in the form first used to confirm sales of Shares
and filed with the Commission in accordance with Rule 424 under the Securities Act (&#147;<B>Rule 424</B>&#148;), including the statement of additional information incorporated therein by reference, is hereinafter referred to as the
&#147;<B>Prospectus</B>&#148;; any prospectus delivered to any person by the Trust, the Advisor or at the direction of the Trust or the Advisor by any agent or affiliate thereof before such Registration Statement became effective, and any prospectus
that omitted the information included in any such Prospectus that was omitted from such Registration Statement at the time it became effective pursuant to paragraph (b)&nbsp;of Rule 430A that was delivered after such effectiveness and prior to the
execution and delivery of this Agreement, including the statement of additional information incorporated by reference therein, is hereinafter referred to as a &#147;<B>preliminary prospectus</B>.&#148; If the Trust has filed an abbreviated
registration statement to register additional Common Shares pursuant to Rule 462(b) under the Securities Act (the &#147;<B>Rule 462 Registration Statement</B>&#148;), then any reference herein to the term &#147;<B>Registration Statement</B>&#148;
shall be deemed to include such Rule 462 Registration Statement. The Investment Company Act and the Securities Act are hereinafter referred to collectively as the &#147;<B>Acts</B>,&#148; the Investment Advisers Act of 1940, as amended, is
hereinafter referred to as the &#147;<B>Advisers Act</B>&#148; and the rules and regulations of the Commission under the Acts, the Advisers Act and under the Securities Exchange Act of 1934, as amended (the &#147;<B>Exchange Act</B>&#148;), are
hereinafter referred to collectively as the &#147;<B>Rules and Regulations</B>.&#148; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">For purposes of this Agreement, &#147;<B>Omitting
Prospectus</B>&#148; means any advertisement used in the public offering of the Shares pursuant to Rule 482 of the Rules and Regulations (&#147;<B>Rule 482</B>&#148;) and &#147;<B>Time of Sale Prospectus</B>&#148; means the preliminary prospectus,
dated [&nbsp;&nbsp;&nbsp;&nbsp;], 2021, including the statement of additional information incorporated therein by reference, the preliminary prospectus, dated [&nbsp;&nbsp;&nbsp;&nbsp;], 2021, including the statement of additional information
incorporated therein by reference, each Omitting Prospectus identified on Schedule II hereto as a Retail Omitting Prospectus and the pricing information set forth on Schedule III hereto, all considered together. As used herein, the terms
&#147;Registration Statement,&#148; &#147;preliminary prospectus,&#148; &#147;Time of Sale Prospectus&#148; and &#147;Prospectus&#148; shall include the documents, if any, incorporated by reference therein, including the statement of additional
information. Additionally, solely for purposes of Section&nbsp;8(a) hereof, the term &#147;Omitting Prospectus&#148; shall also include any written communication posted on the website of the Trust, the Advisor or any affiliate of the foregoing
(other than any Omitting Prospectus identified on Schedule II hereto, any preliminary prospectus (including any statement of additional information incorporated therein by reference), the Time of Sale Prospectus, or the Prospectus or any amendment
or supplement thereto) that a court of </P>
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competent jurisdiction in a final <FONT STYLE="white-space:nowrap">non-appealable</FONT> judgment on the merits finds is a &#147;prospectus&#148; (as defined in Section&nbsp;2(a)(10) of the
Securities Act) that offers the Shares for sale. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">1.&nbsp;&nbsp;&nbsp;&nbsp;<I>Representations and Warranties of the Trust and the
Advisor</I>. The Trust and the Advisor, jointly and severally, represent and warrant to and agree with each of the Underwriters as of the date hereof that: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a)&nbsp;&nbsp;&nbsp;&nbsp;The Trust meets the requirements for the use of Form <FONT STYLE="white-space:nowrap">N-2</FONT>
under the Acts. The Registration Statement has become effective under the Securities Act; no stop order suspending the effectiveness of the Registration Statement issued under the Securities Act is in effect, and no proceedings for such purpose or
pursuant to Section&nbsp;8A of the Securities Act are pending before or to the knowledge of the Trust or the Advisor threatened by the Commission. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b)&nbsp;&nbsp;&nbsp;&nbsp;(i) The Registration Statement, when it became effective, did not contain and, as amended or
supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii)&nbsp;the Registration Statement and
the Prospectus comply and, as amended or supplemented, if applicable, will comply in all material respects with the Acts and the applicable Rules and Regulations thereunder, (iii)&nbsp;the Time of Sale Prospectus does not, and at the time of each
sale of the Shares in connection with the offering when the Prospectus is not yet available to prospective purchasers did not, and at the Closing Date (as defined in Section&nbsp;5), the Time of Sale Prospectus, as then amended or supplemented, if
applicable, will not, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and (iv)&nbsp;the
Prospectus does not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under
which they were made, not misleading, except that the representations and warranties set forth in this paragraph do not apply to statements in or omissions from the Registration Statement, the Time of Sale Prospectus or the Prospectus based upon
information relating to any Underwriter furnished to the Trust or the Advisor in writing by such Underwriter through you expressly for use therein. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c)&nbsp;&nbsp;&nbsp;&nbsp;The Trust has been duly organized, is validly existing as a statutory trust in good standing under
the laws of the State of Maryland, has the statutory trust power and authority to own its property and to conduct its business as described in the Registration Statement, the 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">3 </P>


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of Sale Prospectus and the Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of
property requires such qualification, except to the extent that the failure to be so qualified or be in good standing could not (i)&nbsp;reasonably be expected, singly or in the aggregate, to have a material adverse effect on the Trust&#146;s
performance of this Agreement or the consummation of any of the transactions herein contemplated or (ii)&nbsp;reasonably be expected, singly or in the aggregate, to have a material adverse effect on the condition (financial or otherwise), business
prospects, earnings, business, operations or properties of the Trust, whether or not arising from transactions in the ordinary course of business ((i) and (ii), individually or collectively, a &#147;<B>Trust Material Adverse Effect</B>&#148;). The
Trust has no subsidiaries. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d)&nbsp;&nbsp;&nbsp;&nbsp;The Trust is registered with the Commission as a <FONT
STYLE="white-space:nowrap">non-diversified,</FONT> <FONT STYLE="white-space:nowrap">closed-end</FONT> management investment company under the Investment Company Act and no order of suspension or revocation of such registration has been issued or
proceedings therefor initiated or to the knowledge of the Trust or the Advisor threatened by the Commission. No person is serving or acting as an officer or trustee of, or investment adviser to, the Trust except in accordance with the applicable
provisions of the Investment Company Act and the Advisers Act. Except as otherwise disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, to the knowledge of the Trust or the Advisor, no trustee of the Trust is an
&#147;interested person&#148; of the Trust or an &#147;affiliated person&#148; of any Underwriter (each as defined in the Investment Company Act). For purposes of this Section&nbsp;1(d), the Trust and the Advisor shall be entitled to rely on
representations from such officers and trustees. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e)&nbsp;&nbsp;&nbsp;&nbsp;Each of this Agreement, the Management
Agreement, the [Amended and Restated Master Advisory Fee Waiver Agreement between the Advisor and the Trust and Amendment No.&nbsp;1 to such Amended and Restated Master Advisory Fee Waiver Agreement (collectively, the &#147;<B>Fee Waiver
Agreement</B>&#148;)], the Master Custodian Agreement between [State Street Bank and Trust Company] (the &#147;<B>Custodian</B>&#148;) and the Trust (the &#147;<B>Custodian Agreement</B>&#148;), the Transfer Agency and Service Agreement among
[Computershare Trust Company, N.A.] (the &#147;<B>Transfer Agent</B>&#148;), [Computershare, Inc.] and the Trust (the &#147;<B>Transfer Agency Agreement</B>&#148;), the Administration and Fund Accounting Services Agreement between [State Street Bank
and Trust Company] (the &#147;<B>Administrator</B>&#148;) and the Trust (the &#147;<B>Administration Agreement</B>&#148;) and the initial subscription agreement between BlackRock Financial Management, Inc. and the Trust (the &#147;<B>Subscription
Agreement</B>&#148;) (this Agreement, the Management Agreement, the Fee Waiver Agreement, the Custodian Agreement, the Transfer Agency Agreement, 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">4 </P>


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Administration Agreement and the Subscription Agreement being referred to herein collectively as the &#147;<B>Fundamental Agreements</B>&#148;) has been duly authorized, executed and delivered by
the Trust and complies in all material respects with all applicable provisions of the Acts, the Advisers Act and the applicable Rules and Regulations. The Trust has adopted an Automatic Dividend Reinvestment Plan (the &#147;<B>Plan</B>&#148;). Each
Fundamental Agreement, other than this Agreement and the Fee Waiver Agreement, and the Plan is a valid and binding agreement of the Trust, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws
affecting creditors&#146; rights generally and equitable principles of general applicability. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f)&nbsp;&nbsp;&nbsp;&nbsp;None of (A)&nbsp;the execution and delivery by the Trust of, and the performance by the Trust of its
obligations (if any) under, each Fundamental Agreement or the adoption by the Trust of the Plan, or (B)&nbsp;the issue and sale by the Trust of the Shares as contemplated by this Agreement contravenes or will contravene (i)&nbsp;any provision of
applicable law, (ii)&nbsp;the Agreement and Declaration of Trust (the &#147;<B>Declaration</B>&#148;) and Bylaws (the &#147;<B>Bylaws</B>&#148;) of the Trust, (iii)&nbsp;any agreement or other instrument binding upon the Trust that is material to
the Trust or (iv)&nbsp;any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Trust, whether foreign or domestic, except in the case of (i), (iii) or (iv)&nbsp;above, where such contravention does not or
would not have a Trust Material Adverse Effect. No consent, approval, authorization, order or permit of, or qualification with, any governmental body or agency, self-regulatory organization or court or other tribunal, whether foreign or domestic, is
required for the performance by the Trust of its obligations (if any) under the Fundamental Agreements or the Plan, except such as have been obtained as required by the Acts, the Advisers Act, the Exchange Act, or the applicable Rules and
Regulations, or as may be required by the securities or Blue Sky laws of the various states and foreign jurisdictions in connection with the offer and sale of the Shares, or such as which failure to obtain would not have a Trust Material Adverse
Effect. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g)&nbsp;&nbsp;&nbsp;&nbsp;The authorized common shares of beneficial interest of the Trust conform in all
material respects to the description thereof contained in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus under the heading &#147;Description of Shares&#148;, and the Declaration and Bylaws, the Fundamental
Agreements and the Plan conform in all material respects to the descriptions thereof contained in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h)&nbsp;&nbsp;&nbsp;&nbsp;The Declaration and Bylaws, and the Plan, comply in all material respects with all applicable
provisions of the Acts, the Advisers </P>
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Act and the applicable Rules and Regulations, and all approvals of such documents and the Fundamental Agreements required under the Investment Company Act by the Trust&#146;s shareholders and
Board of Trustees have been obtained and are in full force and effect. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i)&nbsp;&nbsp;&nbsp;&nbsp;The Fundamental
Agreements (other than this Agreement) and the Plan are in full force and effect and the Trust is not in default thereunder, and no event has occurred which with the passage of time or the giving of notice or both would constitute a default by the
Trust thereunder, except to the extent that such default would not, individually or in the aggregate, have a Trust Material Adverse Effect. The Trust is not currently in breach of, or in default under, any other written agreement or instrument to
which it or its property is bound or affected, except to the extent that such default would not have a Trust Material Adverse Effect. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(j)&nbsp;&nbsp;&nbsp;&nbsp;The Common Shares outstanding prior to the issuance of the Shares have been duly authorized and are
validly issued, fully paid, and under the Maryland Statutory Trust Act (&#147;<B>MSTA</B>&#148;), the purchasers of such Common Shares have no obligation to make further payments for the purchase of the Common Shares or contributions to the Trust
solely by reason of their ownership of Common Shares (except as set forth in Section&nbsp;3.8 of the Declaration). </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(k)&nbsp;&nbsp;&nbsp;&nbsp;The Shares have been duly authorized and, when issued and delivered in accordance with the terms of
this Agreement, will be validly issued, fully paid, and under the MSTA, the purchasers of the Shares will have no obligation to make further payments for the purchase of the Shares or contributions to the Trust solely by reason of their ownership of
the Shares (except as set forth in Section&nbsp;3.8 of the Declaration), and the issuance of the Shares will not be subject to any preemptive or similar rights. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(l)&nbsp;&nbsp;&nbsp;&nbsp;The Shares and any Common Shares outstanding prior to the issuance of the Shares have been approved
for listing on the New York Stock Exchange, subject to official notice of issuance. The Trust&#146;s registration statement on Form <FONT STYLE="white-space:nowrap">8-A</FONT> under the Exchange Act is effective. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(m)&nbsp;&nbsp;&nbsp;&nbsp;Each Omitting Prospectus used with the consent of the Trust (i)&nbsp;complies in all material
respects with the requirements of Rule 482, (ii) does not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not
misleading, (iii)&nbsp;complies in all material respects with the Acts, the Rules and Regulations and the rules and regulations of the Financial Industry Regulatory Authority, Inc. (&#147;<B>FINRA</B>&#148;), including legacy NASD rules and
(iv)&nbsp;was </P>
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filed with FINRA. The representations and warranties set forth in this paragraph in (ii), above, do not apply to statements or omissions in an Omitting Prospectus based upon information relating
to any Underwriter furnished to the Trust or the Advisor in writing by such Underwriter through you expressly for use therein. Except for the Omitting Prospectuses identified on Schedule II hereto, the Trust has not prepared, used or referred to and
will not, without your prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, prepare, use or refer to any prospectus or other advertising material in reliance upon Rule 482. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(n)&nbsp;&nbsp;&nbsp;&nbsp;[RESERVED] </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(o)&nbsp;&nbsp;&nbsp;&nbsp;The Trust intends to direct the investment of the proceeds of the offering described in the
Registration Statement, the Time of Sale Prospectus and the Prospectus in such a manner as to comply with the requirements of Subchapter M of the Internal Revenue Code of 1986, as amended (the &#147;<B>Code</B>&#148;), and the Trust is eligible and
intends to qualify as a regulated investment company under Subchapter M of the Code. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(p)&nbsp;&nbsp;&nbsp;&nbsp;There has
not occurred any material adverse change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business, business prospects, properties or operations of the Trust from
those set forth in the Time of Sale Prospectus, and there have been no transactions entered into by the Trust which are material to the Trust other than those in the ordinary course of its business or as described in the Time of Sale Prospectus.
</P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(q)&nbsp;&nbsp;&nbsp;&nbsp;There are no legal or governmental proceedings pending or, to the knowledge of the Trust or the
Advisor, threatened to which the Trust is a party or to which any of the properties of the Trust is subject (i)&nbsp;other than (x)&nbsp;proceedings accurately described in all material respects in the Registration Statement, the Time of Sale
Prospectus and the Prospectus or (y)&nbsp;proceedings that would not have a Trust Material Adverse Effect, or a material adverse effect on the power or ability of the Trust to perform its obligations under this Agreement or to consummate the
transactions contemplated by the Registration Statement, the Time of Sale Prospectus and the Prospectus or (ii)&nbsp;that are required to be described in the Registration Statement, the Time of Sale Prospectus or the Prospectus and are not so
described; and there are no statutes, regulations, contracts or other documents that are required to be described in the Registration Statement, the Time of Sale Prospectus or the Prospectus or to be filed as exhibits to the Registration Statement
that are not described or filed as required by the Acts and the applicable Rules and Regulations in all material respects. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(r)&nbsp;&nbsp;&nbsp;&nbsp;The Trust has all necessary consents, authorizations,
approvals, orders (including exemptive orders), certificates and permits of and from, and has made all declarations and filings with, all governmental authorities, self-regulatory organizations and courts and other tribunals, whether foreign or
domestic, to own and use its assets and to conduct its business in the manner described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, except to the extent that the failure to obtain or file the foregoing would not
have a Trust Material Adverse Effect. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(s)&nbsp;&nbsp;&nbsp;&nbsp;Each preliminary prospectus (including the statement of
additional information incorporated therein by reference) filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424, complied when so filed in all material respects with the
Acts and the applicable Rules and Regulations. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(t)&nbsp;&nbsp;&nbsp;&nbsp;The statement of assets and liabilities,
together with the related notes to such financial statements, included in the Registration Statement, the Time of Sale Prospectus and the Prospectus presents fairly in all material respects the financial position of the Trust as of the date
indicated and said statement has been prepared in conformity with generally accepted accounting principles. [Deloitte&nbsp;&amp; Touche LLP], whose report appears in the Registration Statement, the Time of Sale Prospectus and the Prospectus and who
have certified the financial statements and supporting schedules, if any, included in the Registration Statement, the Time of Sale Prospectus and the Prospectus, is an independent registered public accounting firm as required by the Acts and the
applicable Rules and Regulations. The statistical, industry-related and market-related data included in the Registration Statement, the Time of Sale Prospectus, the Prospectus and each Omitting Prospectus, if any, are based on or derived from
sources which the Trust and the Advisor reasonably and in good faith believe are reliable and accurate and such data is consistent with the sources from which they are derived, in each case in all material respects. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(u)&nbsp;&nbsp;&nbsp;&nbsp;There are no material restrictions, limitations or regulations with respect to the ability of the
Trust to invest its assets as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, other than as described therein. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(v)&nbsp;&nbsp;&nbsp;&nbsp;All advertisements authorized by the Trust for use in the offering of the Shares complied and will
comply in all material respects </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">
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman">
with the applicable requirements of the Acts, the applicable Rules and Regulations and the rules and regulations of FINRA, including legacy NASD rules, and there are no such advertisements
authorized by the Trust or the Advisor other than (i)&nbsp;the Omitting Prospectuses identified in Schedule II hereto and any other such Omitting Prospectuses or advertisements that you have approved in writing and (ii)&nbsp;any advertisement that
complies with Rule 135a of the Rules and Regulations used in the offering of the Shares and that you have approved in writing. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(w)&nbsp;&nbsp;&nbsp;&nbsp;There are no contracts, agreements or understandings between the Trust and any person granting such
person the right to require the Trust to file a registration statement under the Securities Act with respect to any securities of the Trust or to require the Trust to include such securities with the Shares registered pursuant to the Registration
Statement. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(x)&nbsp;&nbsp;&nbsp;&nbsp;The expense summary information set forth in the Registration Statement, the Time of
Sale Prospectus and the Prospectus under the caption &#147;Summary of Trust Expenses&#148; has been prepared in accordance with the requirements of Form <FONT STYLE="white-space:nowrap">N-2</FONT> and any fee projections or estimates, if applicable,
are reasonably based and believed, at the time such projections or estimates were made, to be attainable. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(y)&nbsp;&nbsp;&nbsp;&nbsp;Subsequent to the respective dates as of which information is given in each of the Registration
Statement, the Time of Sale Prospectus and the Prospectus, (i)&nbsp;the Trust has not incurred any material liability or obligation, direct or contingent, nor entered into any material transaction (other than pursuant to this Agreement); (ii) the
Trust has not purchased any of its outstanding shares of beneficial interest, nor declared, paid or otherwise made any dividend or distribution of any kind on its shares of beneficial interest (other than, in the event this representation and
warranty is made after the Closing Date, ordinary and customary dividends declared and payable after the Closing Date); and (iii)&nbsp;there has not been any material change in the shares of beneficial interest, short-term debt or <FONT
STYLE="white-space:nowrap">long-term</FONT> debt of the Trust except in each case as described in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus, respectively. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(z)&nbsp;&nbsp;&nbsp;&nbsp;(i) The Trust has complied and is presently in compliance with all internal and external privacy
policies, contractual obligations, industry standards, applicable laws, statutes, judgments, orders, rules and regulations of any court or arbitrator or other governmental or regulatory authority and any other legal obligations, in each case,
relating to the collection, use, transfer, import, export, storage, protection, disposal and disclosure by the Trust of personal, personally identifiable, household, </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>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman">
sensitive, confidential or regulated data (&#147;<B>Data Security Obligations</B>&#148;, and such data, &#147;<B>Data</B>&#148;); (ii) the Trust has not received any notification of or complaint
regarding and is unaware of any other facts that, individually or in the aggregate, would reasonably indicate material <FONT STYLE="white-space:nowrap">non-compliance</FONT> with any Data Security Obligation; and (iii)&nbsp;there is no action, suit
or proceeding by or before any court or governmental agency, authority or body pending or, to the knowledge of the Trust or the Advisor, threatened alleging <FONT STYLE="white-space:nowrap">non-compliance</FONT> by the Trust with any Data Security
Obligation. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(aa)&nbsp;&nbsp;&nbsp;&nbsp;The Trust has taken all technical and organizational measures necessary to protect
the information technology systems and Data used in connection with the operation of the Trust&#146;s businesses. Without limiting the foregoing, the Trust has used reasonable efforts to establish and maintain, and has established, maintained,
implemented and complied with, reasonable information technology, information security, cyber security and data protection controls, policies and procedures, including oversight, access controls, encryption, technological and physical safeguards and
business continuity/disaster recovery and security plans that are designed to protect against and prevent breach, destruction, loss, unauthorized distribution, use, access, disablement, misappropriation or modification, or other compromise or misuse
of or relating to any information technology system or Data used in connection with the operation of the Trust&#146;s business (&#147;<B>Breach</B>&#148;). There has been no such Breach, and the Trust and the Advisor have not been notified of and
have no knowledge of any event or condition that would reasonably be expected to result in, any such Breach. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(bb)&nbsp;&nbsp;&nbsp;&nbsp;The Trust owns or possesses, or can acquire on reasonable terms, all material patents, patent
rights, licenses, inventions, copyrights, <FONT STYLE="white-space:nowrap">know-how</FONT> (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, service marks
and trade names currently employed by it in connection with the business now operated by it; <I>provided</I> that the Trust&#146;s right to use the name &#147;BlackRock&#148; is limited as set forth in Section&nbsp;16 of the Investment Management
Agreement. The Trust does not own any intellectual property concerning the name &#147;BlackRock.&#148; The Trust has not received any notice of infringement of or conflict with asserted rights of others with respect to any of the foregoing which,
singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would have a Trust Material Adverse Effect. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(cc)&nbsp;&nbsp;&nbsp;&nbsp;The Trust maintains a system of internal accounting controls sufficient to provide reasonable
assurance that (i)&nbsp;transactions in Trust assets are executed in accordance with management&#146;s general or specific authorizations; (ii)&nbsp;transactions in Trust assets are recorded as </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">10 </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; margin-left:4%; font-size:10pt; font-family:Times New Roman">
necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability; (iii)&nbsp;access to Trust assets is
permitted only in accordance with management&#146;s general or specific authorization; and (iv)&nbsp;the recorded accountability for Trust assets is compared with the existing Trust assets at reasonable intervals and appropriate action is taken with
respect to any differences. Except as described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, since the date of the Trust&#146;s most recent audited financial statements included or incorporated by reference in the
Registration Statement, the Time of Sale Prospectus and the Prospectus, there has been (i)&nbsp;no material weakness in the Trust&#146;s internal control over financial reporting (whether or not remediated) and (ii)&nbsp;no change in the
Trust&#146;s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Trust&#146;s internal control over financial reporting. The Trust maintains &#147;disclosure controls and
procedures&#148; (as such term is defined in Rule <FONT STYLE="white-space:nowrap">30a-3</FONT> under the Investment Company Act) and such disclosure controls and procedures are effective as required by the Investment Company Act and the applicable
Rules and Regulations. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(dd)&nbsp;&nbsp;&nbsp;&nbsp;Neither the Trust nor, to the knowledge of the Trust or the Advisor,
any employee or agent of the Trust has made any payment of funds of the Trust or received or retained any funds on behalf of the Trust, which payment, receipt or retention is of a character required to be disclosed in the Registration Statement, the
Time of Sale Prospectus or the Prospectus. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ee)&nbsp;&nbsp;&nbsp;&nbsp;The Transfer Agent is duly enrolled as a
participant in the Fast Automated Transfer Program (FAST) of The Depository Trust Company (&#147;<B>DTC</B>&#148;). </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ff)&nbsp;&nbsp;&nbsp;&nbsp;The Trust does not own any real property and the Trust does not hold under lease any real property
or buildings. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(gg)&nbsp;&nbsp;&nbsp;&nbsp;There is and has been no failure on the part of the Trust and any of the
Trust&#146;s trustees or officers, in their capacities as such, to comply in all material respects with any applicable provision of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in connection therewith. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(hh)&nbsp;&nbsp;&nbsp;&nbsp;(i) None of the Trust or its affiliates (within the meaning of Rule 405 under the Securities Act
(&#147;<B>Rule 405</B>&#148;)), or any trustee, officer or employee thereof, or, to the Trust&#146;s or the Advisor&#146;s knowledge, any agent or representative of the Trust or of any of its affiliates (within the meaning of Rule 405), has taken or
will take any action in furtherance of an offer, </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">
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman">
payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any government official
(including any officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or
party official or candidate for political office) (&#147;<B>Government Official</B>&#148;) in order to influence official action, or to any person in violation of any applicable anti-corruption laws; (ii)&nbsp;the Trust and its affiliates (within
the meaning of Rule 405) have conducted their businesses in compliance with applicable anti-corruption laws and have instituted and maintained and will continue to maintain policies and procedures designed to promote and achieve compliance with such
laws and with the representations and warranties contained herein; and (iii)&nbsp;the Trust will not use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or
giving of money, or anything else of value, to any person in violation of any applicable anti-corruption laws. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii)&nbsp;&nbsp;&nbsp;&nbsp;The operations of the Trust are and have been conducted at all times in compliance with all
applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act
of 2001 (USA PATRIOT Act), and the applicable anti-money laundering statutes of jurisdictions where the Trust conducts business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered
or enforced by any governmental agency (collectively, the &#147;<B>Trust </B><B>Anti-Money Laundering Laws</B>&#148;), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the
Trust with respect to the Trust Anti-Money Laundering Laws is pending or, to the best knowledge of the Trust or the Advisor, threatened. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(jj)&nbsp;&nbsp;&nbsp;&nbsp;(i) None of the Trust or any of its trustees, officers, employees, or, to the Trust&#146;s or the
Advisor&#146;s knowledge, any affiliate (within the meaning of Rule 405), agent or representative of the Trust is an individual or entity (&#147;<B>Trust</B> <B>Person</B>&#148;) that is, or is owned or controlled by one or more Trust Persons that
are: (A)&nbsp;the subject of any sanctions administered or enforced by the U.S. Department of Treasury&#146;s Office of Foreign Assets Control, the United Nations Security Council, the European Union, Her Majesty&#146;s Treasury, or other relevant
sanctions authority (collectively, &#147;<B>Sanctions</B>&#148;), or (B)&nbsp;located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea and Syria). </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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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii)&nbsp;&nbsp;&nbsp;&nbsp;The Trust will not, directly or indirectly, use the
proceeds of the offering, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other Trust Person: (A)&nbsp;to fund or facilitate any activities or business of or with any Trust Person or in any
country or territory that, at the time of such funding or facilitation, is the subject of Sanctions; or (B)&nbsp;in any other manner that will result in a violation of Sanctions by any Trust Person (including any Trust Person participating in the
offering, whether as underwriter, advisor, investor or otherwise). </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iii)&nbsp;&nbsp;&nbsp;&nbsp;Since the date of its
organization, the Trust has not knowingly engaged in, is not now knowingly engaged in and will not engage in, any dealings or transactions with any Trust Person, or in any country or territory, that at the time of the dealing or transaction is or
was the subject of Sanctions. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(kk)&nbsp;&nbsp;&nbsp;&nbsp;The Trust (i)&nbsp;has not alone engaged in any
<FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">Testing-the-Waters</FONT></FONT> Communication with any person and (ii)&nbsp;has not authorized anyone to engage in
<FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">Testing-the-Waters</FONT></FONT> Communications. The Trust has not distributed any <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">Testing-the-Waters</FONT></FONT>
Communication that is a written communication within the meaning of Rule 405 under the Securities Act. <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">&#147;Testing-the-Waters</FONT></FONT> Communication&#148; means any
communication with potential investors undertaken in reliance on Section&nbsp;5(d) or Rule 163B of the Securities Act. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">2.&nbsp;&nbsp;&nbsp;&nbsp;<I>Representations and Warranties of the Advisor</I>. The Advisor represents and warrants to and agrees with each of
the Underwriters as of the date hereof that: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a)&nbsp;&nbsp;&nbsp;&nbsp;The Advisor has been duly organized, is validly
existing and is in good standing under the laws of its jurisdiction of organization, has the power and authority to own its property and to conduct its business as described in the Registration Statement, the Time of Sale Prospectus and the
Prospectus and is duly qualified to transact business and is in good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be
so qualified or be in good standing could not (i)&nbsp;reasonably be expected, singly or in the aggregate, to have a material adverse effect on the Advisor&#146;s performance of this Agreement or the consummation of any of the transactions herein
contemplated or (ii)&nbsp;reasonably be expected, singly or in the aggregate, to have a material adverse effect on the condition (financial or otherwise), business prospects, earnings, business, operations or properties of the Advisor, whether or
not arising from transactions in the ordinary course of business ((i) and (ii), individually or collectively, an &#147;<B>Advisor Material Adverse Effect</B>&#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">13 </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; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b)&nbsp;&nbsp;&nbsp;&nbsp;The Advisor is duly registered as an investment
adviser under the Advisers Act, and is not prohibited by the Advisers Act or the Investment Company Act from acting as an investment adviser to the Trust as contemplated by the Registration Statement, the Time of Sale Prospectus and the Prospectus,
and no order of suspension or revocation of such registration has been issued or proceedings therefor initiated or, to the knowledge of the Advisor, threatened by the Commission. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c)&nbsp;&nbsp;&nbsp;&nbsp;Each of this Agreement, the Management Agreement, the Fee Waiver Agreement, the Structuring and
Syndication Fee Agreement between the Advisor and Morgan Stanley&nbsp;&amp; Co. LLC (the &#147;<B>Morgan Stanley Fee Agreement</B>&#148;), the Structuring Fee Agreement between the Advisor and [&nbsp;&nbsp;&nbsp;&nbsp;] (the
&#147;<B>[&nbsp;&nbsp;&nbsp;&nbsp;] Fee Agreement</B>&#148;) (this Agreement, the Management Agreement, the Fee Waiver Agreement, the Morgan Stanley Fee Agreement and the [&nbsp;&nbsp;&nbsp;&nbsp;] Fee Agreement are referred to herein, collectively,
as the &#147;<B>Advisor Agreements</B>&#148;, and the Advisor Agreements, other than this Agreement, the Management Agreement and the Fee Waiver Agreement, are referred to herein collectively as the &#147;<B>Fee Agreements</B>&#148;) has been duly
authorized, executed and delivered by the Advisor and, other than this Agreement and the Fee Agreements, complies in all material respects with all applicable provisions of the Acts, the Advisers Act and the applicable Rules and Regulations. Each of
the Advisor Agreements, other than this Agreement and the Fee Agreements, is a valid and binding agreement of the Advisor, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and similar laws affecting
creditors&#146; rights generally and equitable principles of general applicability. The representations and warranties made by the Advisor in this paragraph in regards to the Fee Agreements are made only as of the Closing Date (as defined below).
</P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d)&nbsp;&nbsp;&nbsp;&nbsp;The execution and delivery by the Advisor of, and the performance by the Advisor of its
obligations under the Advisor Agreements will not contravene (i)&nbsp;any provision of applicable law, (ii)&nbsp;the Advisor&#146;s limited liability company operating agreement, (iii)&nbsp;any agreement or other instrument binding upon the Advisor
that is material to the Advisor, or (iv)&nbsp;any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Advisor, whether foreign or domestic, except in the case of (i), (iii) or (iv)&nbsp;above where such
contravention does not or would not have an Advisor Material Adverse Effect. No consent, approval, authorization, order or permit of, or qualification with, any governmental body or agency, self-regulatory organization or court or other tribunal,
whether foreign or domestic, is required for the performance by the Advisor of its obligations under the Advisor Agreements, except such as have been obtained as required by the Acts, the Advisers Act, the Exchange Act or the applicable Rules 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">14 </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; margin-left:4%; font-size:10pt; font-family:Times New Roman">
Regulations, or by the securities or Blue Sky laws of the various states and foreign jurisdictions in connection with the offer and sale of the Shares by the Underwriters pursuant to this
Agreement, or such as which the failure to obtain would neither have an Advisor Material Adverse Effect nor a Trust Material Adverse Effect. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e)&nbsp;&nbsp;&nbsp;&nbsp;There are no legal or governmental proceedings pending or, to the knowledge of the Advisor,
threatened to which the Advisor is a party or to which any of the properties of the Advisor is subject (i)&nbsp;other than (x)&nbsp;proceedings accurately described in all material respects in the Registration Statement, the Time of Sale Prospectus
and the Prospectus or (y)&nbsp;proceedings that would not, individually or in the aggregate, have an Advisor Material Adverse Effect, or reasonably be expected to have a material adverse effect on the power or ability of the Advisor to perform its
obligations under this Agreement or to consummate the transactions contemplated by the Registration Statement, the Time of Sale Prospectus and the Prospectus or (ii)&nbsp;that are required to be described in the Registration Statement, the Time of
Sale Prospectus or the Prospectus and are not so described; and there are no statutes, regulations, contracts or other documents applicable to the Advisor that are required to be described in the Registration Statement, the Time of Sale Prospectus
or the Prospectus or to be filed as exhibits to the Registration Statement that are not described or filed as required by the Acts and the applicable Rules and Regulations in all material respects. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f)&nbsp;&nbsp;&nbsp;&nbsp;The Advisor has all necessary consents, authorizations, approvals, orders (including exemptive
orders), certificates and permits of and from, and has made all declarations and filings with, all governmental authorities, self-regulatory organizations and courts and other tribunals, whether foreign or domestic, to own and use its assets and to
conduct its business in the manner described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, except to the extent described in the Registration Statement, the Time of Sale Prospectus and the Prospectus or that the
failure to obtain or file the foregoing would not have an Advisor Material Adverse Effect or a Trust Material Adverse Effect. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g)&nbsp;&nbsp;&nbsp;&nbsp;The Advisor has the financial resources available to it necessary for the performance of its
services and obligations as contemplated in the Registration Statement, the Time of Sale Prospectus and the Prospectus and by the Advisor Agreements. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h)&nbsp;&nbsp;&nbsp;&nbsp;The Management Agreement is in full force and effect and the Advisor is not in default thereunder,
and, no event has occurred which with the passage of time or the giving of notice or both would constitute a default by the Advisor under the Management Agreement. </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; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i)&nbsp;&nbsp;&nbsp;&nbsp;All information furnished by the Advisor for use in
the Registration Statement, the Time of Sale Prospectus and the Prospectus, including, without limitation, the description of the Advisor, does not, and on the Closing Date will not, contain any untrue statement of a material fact or omit to state
any material fact necessary to make such information not misleading (in the case of the Time of Sale Prospectus and Prospectus, in light of the circumstances under which such statement was made). </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(j)&nbsp;&nbsp;&nbsp;&nbsp;There has not occurred any material adverse change, or any development involving a prospective
material adverse change, in the condition, financial or otherwise, or in the earnings, business, business prospects, properties or operations of the Advisor from that set forth in the Time of Sale Prospectus, and there have been no transactions
entered into by the Advisor which are material to the Advisor other than those in the ordinary course of its business or as described in the Time of Sale Prospectus. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(k)&nbsp;&nbsp;&nbsp;&nbsp;The Advisor maintains a system of internal controls designed to provide reasonable assurance that
(i)&nbsp;transactions effectuated by it under the Management Agreement are executed in accordance with its management&#146;s general or specific authorization; and (ii)&nbsp;access to the Trust&#146;s assets is permitted only in accordance with its
management&#146;s general or specific authorization. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(l)&nbsp;&nbsp;&nbsp;&nbsp;(i) None of the Advisor or its affiliates
(within the meaning of Rule 405), or any director, officer or employee thereof, or, to the Advisor&#146;s knowledge, any agent or representative of the Advisor or of any of its affiliates (within the meaning of Rule 405), has taken or will take any
action in connection with the Trust in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any Government
Official in order to influence official action, or to any person in violation of any applicable anti-corruption laws; (ii)&nbsp;the Advisor and its affiliates (within the meaning of Rule 405) have conducted their businesses in compliance with
applicable anti-corruption laws and have instituted and maintained and will continue to maintain policies and procedures designed to promote and achieve compliance with such laws and with the representations and warranties contained herein; and
(iii)&nbsp;the Advisor will not use, directly or indirectly, the proceeds of the offering in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in violation
of any applicable anti-corruption laws. </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>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(m)&nbsp;&nbsp;&nbsp;&nbsp;The operations of the Advisor are and have been
conducted at all times in compliance with all applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools
Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT ACT), and the applicable anti-money laundering statutes of jurisdictions where the Advisor conducts business, the rules and regulations thereunder and any related or similar
rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the &#147;<B>Advisor </B><B>Anti-Money Laundering Laws</B>&#148;), and no action, suit or proceeding by or before any court or governmental
agency, authority or body or any arbitrator involving the Advisor with respect to the Advisor Anti-Money Laundering Laws is pending or, to the knowledge of the Advisor, threatened. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(n)&nbsp;&nbsp;&nbsp;&nbsp;(i) None of the Advisor or any of its directors, officers, or employees, or, to the Advisor&#146;s
knowledge, any agent, affiliate (within the meaning of Rule 405) or representative of the Advisor, is an individual or entity (&#147;<B>Advisor Person</B>&#148;) that is, or is owned or controlled by one or more Advisor Persons that are:
(A)&nbsp;the subject of any Sanctions, or (B)&nbsp;located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Crimea, Cuba, Iran, North Korea and Syria). </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:7%; font-size:10pt; font-family:Times New Roman">(ii) The Advisor will not, directly or indirectly, use the proceeds of the offering, or lend, contribute or otherwise make
available such proceeds to any subsidiary, joint venture partner or other Advisor Person: (A)&nbsp;to fund or facilitate any activities or business of or with any Advisor Person or in any country or territory that, at the time of such funding or
facilitation, is the subject of Sanctions; or (B)&nbsp;in any other manner that will result in a violation of Sanctions by any Advisor Person (including any Advisor Person participating in the offering, whether as underwriter, advisor, investor or
otherwise). </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:7%; font-size:10pt; font-family:Times New Roman">(iii) The Advisor has not knowingly engaged in, is not now knowingly engaged in, and will not engage in, any
dealings or transactions with any Advisor Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">3.&nbsp;&nbsp;&nbsp;&nbsp;<I>Agreements to Sell and Purchase. </I>The Trust hereby agrees to sell to the several Underwriters, and each
Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Trust the respective numbers of Firm Shares set forth in
Schedule I hereto opposite its name at $[20.00] per Share (the &#147;<B>Purchase Price</B>&#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">17 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">On the basis of the representations and warranties contained in this Agreement, and subject to
its terms and conditions, the Trust agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to [&nbsp;&nbsp;&nbsp;&nbsp;] Additional Shares at the Purchase Price,
less an amount per share equal to any dividends or distributions declared by the Trust and payable on the Firm Shares but not payable on the Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time
in part by giving written notice, substantially in the form of Exhibit A hereto, not later than 45 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the
date on which such Additional Shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after
the date of such notice. Additional Shares may be purchased as provided in Section&nbsp;5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares
are to be purchased (an &#147;<B>Option Closing Date</B>&#148;), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional Shares as you may determine) that
bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm
Shares. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Trust hereby agrees that, without the prior written consent of the Managing Representatives on behalf of the Underwriters, it
will not, and will not publicly disclose an intention to, during the period ending 180 days after the date of the Prospectus, (1)&nbsp;offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to
sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares or (2)&nbsp;enter into any
swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Shares, whether any such transaction described in clause (1)&nbsp;or (2) above is to be settled by delivery of
Common Shares or such other securities, in cash or otherwise or (3)&nbsp;file any registration statement with the Commission relating to the offering of any Common Shares or any securities convertible into or exercisable or exchangeable for Common
Shares; <I>provided </I>that nothing in this Agreement shall prevent the Trust from issuing Common Shares pursuant to the Plan. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">4.&nbsp;&nbsp;&nbsp;&nbsp;<I>Terms of Public Offering</I>. The Trust and the Advisor are advised by you that the Underwriters propose to make
a public offering of their respective portions of the Shares as soon after the Registration Statement and this Agreement have become effective as in your judgment is advisable. The Trust and 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">18 </P>


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Advisor are further advised by you that the Shares are to be offered to the public initially at $[20.00] a Share (the &#147;<B>Public Offering Price</B>&#148;), and to certain dealers selected by
you at a price that represents a concession not in excess of $[0.40] a Share under the Public Offering Price (which Shares shall thereafter be offered to the public at the Public Offering Price). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">5.&nbsp;&nbsp;&nbsp;&nbsp;<I>Payment and Delivery. </I>Payment for the Firm Shares shall be made to the Trust in Federal or other funds
immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at 10:00 A.M. (New York City time), on [&nbsp;&nbsp;&nbsp;&nbsp;], 2021 (the &#147;<B>Closing Date</B>&#148;), or at
such other time on the same or such other date, not later than 10 business days after the Closing Date, as shall be designated in writing by you. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Payment for any Additional Shares shall be made to the Trust in Federal or other funds immediately available in New York City against delivery
of such Additional Shares for the respective accounts of the several Underwriters at 10:00 A.M. (New York City time), on the date specified in the corresponding notice described in Section&nbsp;3 or at such other time on the same or on such other
date, in any event not later than [&nbsp;&nbsp;&nbsp;&nbsp;], 2021, as shall be designated in writing by you. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Firm Shares and
Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Shares
and Additional Shares shall be delivered to you through the facilities of DTC on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection
with the transfer of the Shares to the Underwriters duly paid, against payment of the Purchase Price therefor. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">6.&nbsp;&nbsp;&nbsp;&nbsp;<I>Conditions to the Underwriters</I><I>&#146;</I><I> Obligations</I>. The respective obligations of the Trust and
the Advisor and the several obligations of the Underwriters hereunder are subject to the condition that the Registration Statement shall have become effective not later than 5:30 P.M. (New York City time) on the date hereof. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The several obligations of the Underwriters are subject to the following further conditions: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a)&nbsp;&nbsp;&nbsp;&nbsp;Subsequent to the execution and delivery of this Agreement and prior to the Closing Date or, if
earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof) and the Prospectus (exclusive of any supplement thereto), (1) in the case of the Trust, there shall not have occurred (A)&nbsp;any
change or decrease specified in the letter or letters referred to in paragraph (g)&nbsp;of this Section&nbsp;6, or (B)&nbsp;any change, or any development involving a </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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prospective change, in the condition, financial or otherwise, or in the earnings, business, business prospects, properties or operations of the Trust, whether or not arising from transactions in
the ordinary course of business, from that set forth in the Time of Sale Prospectus and, (2)&nbsp;in the case of the Advisor, there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or
otherwise, or in the earnings, business, business prospects, properties, operations, management or personnel of the Advisor, whether or not arising from transactions in the ordinary course of business, from that set forth in the Time of Sale
Prospectus, the effect of which in any case referred to in clause (1)&nbsp;or (2) above is, in the sole judgment of the Managing Representatives, so material and adverse and that makes it, in the Managing Representatives&#146; judgment,
impracticable or inadvisable to market the Shares on the terms and in the manner contemplated in the Time of Sale Prospectus. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b)&nbsp;&nbsp;&nbsp;&nbsp;The Underwriters shall have received on the Closing Date certificates, dated the Closing Date, of
the chief executive officer and chief financial officer (or officers acting in similar capacities) of the Trust and an executive officer of the Advisor, to the effect (i)&nbsp;that no stop order suspending the effectiveness of the Registration
Statement is in effect, and no proceedings for such purpose or pursuant to Section&nbsp;8A of the Securities Act are, as of the Closing Date, pending before or, to the knowledge of the Trust or the Advisor, threatened by the Commission,
(ii)&nbsp;that the representations and warranties of the Trust and the Advisor contained in this Agreement are true and correct as of the Closing Date, (iii)&nbsp;that each of the Trust and the Advisor has complied with all of the agreements and
satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date, and (iv)&nbsp;as set forth in Section&nbsp;6(a) above, with respect to the Trust or the Advisor, as applicable. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Each officer signing and delivering such a certificate may rely upon the best of his or her knowledge as to proceedings threatened. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c)&nbsp;&nbsp;&nbsp;&nbsp;Each of the Advisor and the Trust shall have performed all of their respective obligations to be
performed hereunder on or prior to the Closing Date. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d)&nbsp;&nbsp;&nbsp;&nbsp;The Underwriters shall have received on
the Closing Date an opinion and negative assurance letter of Willkie Farr&nbsp;&amp; Gallagher LLP (&#147;<B>Willkie</B>&#148;), counsel for the Trust, dated the Closing Date and addressed to the Managing Representatives and the other Underwriters,
in form and substance reasonably satisfactory to the Managing Representatives, to the effect set forth in Exhibit B 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">20 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">In rendering the opinion described in Section&nbsp;6(d) above, as to matters of
Maryland law, Willkie may rely on the opinion of Miles&nbsp;&amp; Stockbridge P.C. (&#147;<B>M&amp;S</B>&#148;), special Maryland counsel to the Trust, so long as such opinion of M&amp;S expressly permits reliance thereon by Willkie for purposes of
rendering the foregoing opinion. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e)&nbsp;&nbsp;&nbsp;&nbsp;The Underwriters shall have received on the Closing Date an
opinion of Willkie, as counsel for the Advisor, dated the Closing Date and addressed to the Managing Representatives and the other Underwriters, in form and substance reasonably satisfactory to the Managing Representatives, to the effect set forth
in Exhibit C hereto. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:9%; font-size:10pt; font-family:Times New Roman">In rendering the opinion described in Section&nbsp;6(e) above, as to matters of Delaware law, Willkie may rely on the
opinion of Morris, Nichols, Arsht&nbsp;&amp; Tunnell LLP (&#147;<B>MNAT</B>&#148;), special Delaware counsel to the Advisor, so long as such opinion of MNAT expressly permits reliance thereon by Willkie for purposes of rendering the foregoing
opinion. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f)&nbsp;&nbsp;&nbsp;&nbsp;The Underwriters shall have received on the Closing Date the favorable opinion and
negative assurance letter of Weil, Gotshal&nbsp;&amp; Manges LLP (&#147;<B>Weil</B>&#148;), counsel for the Underwriters, dated the Closing Date, and covering such matters as the Underwriters shall reasonably request. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">In rendering the opinion described in Section&nbsp;6(f) above, as to matters of Maryland law and Delaware law, Weil may rely on
the opinions of M&amp;S and MNAT, so long as a copy of such opinions of M&amp;S and MNAT are delivered to you and are in form and substance reasonably satisfactory to you and your counsel, and such opinions of M&amp;S and MNAT expressly permit
reliance thereon by Weil for purposes of rendering the foregoing opinion. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g)&nbsp;&nbsp;&nbsp;&nbsp;The Underwriters
shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance reasonably satisfactory to the Underwriters, from [Deloitte&nbsp;&amp; Touche LLP],
independent public accountants, containing statements and information of the type ordinarily included in accountants&#146; &#147;comfort letters&#148; to underwriters with respect to the financial statements and certain financial information
contained in the Registration Statement, the Time of Sale Prospectus and the Prospectus, <I>provided</I> that the letter delivered on the Closing Date shall use a <FONT STYLE="white-space:nowrap">&#147;cut-off</FONT> date&#148; not earlier than the
date hereof. </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; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h)&nbsp;&nbsp;&nbsp;&nbsp;All filings, applications and proceedings taken by the
Trust and the Advisor in connection with the organization and registration of the Trust and the Shares under the Acts and the applicable Rules and Regulations shall be reasonably satisfactory in form and substance to you and counsel for the
Underwriters. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i)&nbsp;&nbsp;&nbsp;&nbsp;No action, suit, proceeding, inquiry or investigation shall have been instituted
or, to the knowledge of the Trust or the Advisor, threatened by the Commission which would adversely affect the Trust&#146;s standing as a registered investment company under the Investment Company Act or reasonably be expected to adversely affect
the standing of the Advisor as a registered investment adviser under the Advisers Act. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(j)&nbsp;&nbsp;&nbsp;&nbsp;The
Shares shall have been duly authorized for listing on the New York Stock Exchange, subject only to official notice of issuance thereof. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(m)&nbsp;&nbsp;&nbsp;&nbsp;On the Closing Date, the Advisor shall deliver to each of the other parties to the Fee Agreements
copies of the Fee Agreements, executed by the Advisor and dated the Closing Date, together with reproduced copies of such agreements executed by the Advisor for each of the other parties thereto. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The several obligations of the Underwriters to purchase Additional Shares hereunder are subject to the delivery to you on the applicable
Option Closing Date of the following: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i)&nbsp;&nbsp;&nbsp;&nbsp;certificates, dated the Option Closing Date, of the
chief executive officer and chief financial officer (or officers acting in similar capacities) of the Trust and an executive officer of the Advisor, confirming that the certificates delivered on the Closing Date pursuant to Section&nbsp;6(b) hereof
remain true and correct as of such Option Closing Date; </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii)&nbsp;&nbsp;&nbsp;&nbsp;an opinion and negative assurance
letter of Willkie, as counsel for the Trust, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section&nbsp;6(d) hereof; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iii)&nbsp;&nbsp;&nbsp;&nbsp;an opinion of Willkie, as counsel for the Advisor, dated the Option Closing Date, relating to the
Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section&nbsp;6(e) hereof; </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>


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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">(iv)&nbsp;&nbsp;&nbsp;&nbsp;an opinion and negative assurance letter of Weil,
counsel for the Underwriters, dated the Option Closing Date, relating to the Additional Shares to be purchased on such Option Closing Date and otherwise to the same effect as the opinion required by Section&nbsp;6(f) hereof; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(v)&nbsp;&nbsp;&nbsp;&nbsp;a letter dated the Option Closing Date, in form and substance satisfactory to the Underwriters,
from [Deloitte&nbsp;&amp; Touche LLP], independent public accountants, substantially in the same form and substance as the letter furnished to the Underwriters pursuant to Section&nbsp;6(g) hereof; <I>provided</I> that the letter delivered on the
Option Closing Date shall use a <FONT STYLE="white-space:nowrap">&#147;cut-off</FONT> date&#148; not earlier than three business days prior to such Option Closing Date; and </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:13%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(vi)&nbsp;&nbsp;&nbsp;&nbsp;such other documents as you may reasonably request with respect to the good standing of the Trust
and the Advisor, the due authorization and issuance of the Additional Shares to be sold on such Option Closing Date and other matters related to the issuance of such Additional Shares. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">7.&nbsp;&nbsp;&nbsp;&nbsp;<I>Covenants of the Trust and the Advisor</I>. In further consideration of the agreements of the Underwriters herein
contained, the Trust and the Advisor, jointly and severally, covenant and agree with each Underwriter as follows: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a)&nbsp;&nbsp;&nbsp;&nbsp;To notify you promptly, and confirm such notice in writing, (i)&nbsp;of the institution of any
proceedings pursuant to Section&nbsp;8(e) of the Investment Company Act and (ii)&nbsp;of the happening of any event during the period mentioned in Section&nbsp;7(h) below which in the judgment of the Trust makes any statement in the Notification,
the Registration Statement, the Time of Sale Prospectus, any Omitting Prospectus or the Prospectus untrue in any material respect or which requires the making of any change in or addition to the Notification, the Registration Statement, the Time of
Sale Prospectus, any Omitting Prospectus or the Prospectus in order to make the statements therein not misleading in any material respect (in the case of the Time of Sale Prospectus, any Omitting Prospectus or the Prospectus, in light of the
circumstances under which such statements were made). If at any time the Commission shall issue any order suspending the effectiveness of the Registration Statement or an order pursuant to Section&nbsp;8(e) of the Investment Company Act, the Trust
will make every reasonable effort to obtain the withdrawal of such order at the earliest possible moment. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b)&nbsp;&nbsp;&nbsp;&nbsp;To furnish to you, without charge, three conformed copies of each of the Notification and the
Registration Statement (including exhibits thereto) and for delivery to each other Underwriter a conformed </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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copy of each of the Notification and the Registration Statement (without exhibits thereto) and to furnish to you in New York City, without charge, prior to 10:00 A.M. (New York City time) on the
business day next succeeding the date of this Agreement and during the period mentioned in Section&nbsp;7(h) below, as many copies of the Time of Sale Prospectus, Prospectus and any supplements and amendments thereto or to the Registration Statement
as you may reasonably request. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c)&nbsp;&nbsp;&nbsp;&nbsp;Before amending or supplementing the Registration Statement, the
Time of Sale Prospectus or the Prospectus, to furnish to you a copy of each such proposed amendment or supplement and not to file any such proposed amendment or supplement to which you reasonably object, and to file with the Commission within the
applicable period specified in Rule 424 any prospectus required to be filed pursuant to such Rule. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d)&nbsp;&nbsp;&nbsp;&nbsp;To furnish to you a copy of each proposed Omitting Prospectus to be prepared by or on behalf of,
used by, or referred to by the Trust and not to use or refer to any proposed Omitting Prospectus to which you reasonably object. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e)&nbsp;&nbsp;&nbsp;&nbsp;If the Time of Sale Prospectus is being used to solicit offers to buy the Shares at a time when the
Prospectus is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Prospectus in order that the Time of Sale Prospectus not contain any
untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if any event shall occur or condition exist as a result
of which the Time of Sale Prospectus conflicts with the information contained in the Registration Statement then on file, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Time of Sale Prospectus to
comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus so that the statements in
the Time of Sale Prospectus as so amended or supplemented will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were
made not misleading or so that the Time of Sale Prospectus, as amended or supplemented, will no longer conflict with the Registration Statement, or so that the Time of Sale Prospectus, as amended or supplemented, will comply with applicable law.
</P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f)&nbsp;&nbsp;&nbsp;&nbsp;The Trust will use the net proceeds received by it
from the sale of the Shares in the manner specified in the Registration Statement, the Time of Sale Prospectus and the Prospectus. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g)&nbsp;&nbsp;&nbsp;&nbsp;The Trust and the Advisor will not take any action designed to cause or result in the manipulation
of the price of any security of the Trust to facilitate the sale of Shares in violation of the Acts or the Exchange Act and the applicable Rules and Regulations, or the securities or Blue Sky laws of the various states and foreign jurisdictions in
connection with the offer and sale of Shares. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h)&nbsp;&nbsp;&nbsp;&nbsp;If, during such period after the first date of
the public offering of the Shares as in the opinion of counsel for the Underwriters the Prospectus is required by law to be delivered in connection with sales by an Underwriter or dealer, any event shall occur or condition exist as a result of which
it is necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the
Underwriters, it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose names and addresses you
will furnish to the Trust) to which Shares may have been sold by you on behalf of the Underwriters and to any other dealers upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or
supplemented will not, in the light of the circumstances existing when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i)&nbsp;&nbsp;&nbsp;&nbsp;To use its reasonable best efforts to maintain the Trust&#146;s qualification as a regulated
investment company under Subchapter M of the Code. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(j)&nbsp;&nbsp;&nbsp;&nbsp;To endeavor to qualify the Shares for offer
and sale under the securities or Blue Sky laws of such jurisdictions as you shall reasonably request; <I>provided, however</I>, that the Trust shall not be obligated to file any general consent to service of process or to qualify as a foreign entity
or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(k)&nbsp;&nbsp;&nbsp;&nbsp;To make generally available to the Trust&#146;s security holders and to you as soon as practicable
an earning statement covering a period of at least twelve months beginning with the first fiscal quarter 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">25 </P>


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Trust occurring after the date of this Agreement which shall satisfy the provisions of Section&nbsp;11(a) of the Securities Act and the Rules and Regulations, including Rule 158, of the
Commission thereunder. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(l)&nbsp;&nbsp;&nbsp;&nbsp;Whether or not the transactions contemplated in this Agreement are
consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of the obligations of the Trust and the Advisor under this Agreement, including: (i)&nbsp;the fees, disbursements and expenses of the
Trust&#146;s counsel and the Trust&#146;s accountants in connection with the registration and delivery of the Shares under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Notification, the
Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, the Prospectus, and any Omitting Prospectus prepared by or on behalf of, used by, or referred to by the Trust and amendments and supplements to any of the foregoing,
including all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii)&nbsp;all costs and expenses related to the transfer and delivery of
the Shares to the Underwriters, including any transfer or other taxes payable thereon, (iii)&nbsp;the cost of printing or producing any Blue Sky memorandum in connection with the offer and sale of the Shares under state securities laws and all
expenses in connection with the qualification, if any, of the Shares for offer and sale under state securities laws as provided in Section&nbsp;7(j) hereof, including filing fees and the reasonable fees and disbursements of counsel for the
Underwriters in connection with such qualification and in connection with the Blue Sky memorandum, (iv)&nbsp;all filing fees and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with the review and
qualification of the offering of the Shares by FINRA in an amount not to exceed $30,000, (v) all fees and expenses in connection with the preparation and filing of the registration statement on Form <FONT STYLE="white-space:nowrap">8-A</FONT>
relating to the Common Shares and all costs and expenses incident to listing the Shares on the New York Stock Exchange, (vi)&nbsp;the cost, if any, of printing certificates representing the Shares, (vii)&nbsp;the costs and charges of any transfer
agent, registrar or depositary, (viii)&nbsp;the costs and expenses of the Trust relating to investor presentations on any &#147;road show&#148; undertaken in connection with the marketing of the offering of the Shares, including, without limitation,
expenses associated with the preparation or dissemination of any electronic road show, expenses associated with production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations
with the prior approval of the Trust, travel and lodging expenses of the representatives and officers of the Trust and any such consultants, and the cost of any aircraft chartered in connection with the road show, (ix)&nbsp;the document production
charges and expenses associated </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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with printing this Agreement and (x)&nbsp;all other costs and expenses incident to the performance of the obligations of the Trust hereunder for which provision is not otherwise made in this
Section. The Trust and the Advisor agree that the Advisor will pay (a)&nbsp;all organizational expenses of the Trust and all of the foregoing costs and expenses incident to the performance of the obligations of the Trust under this Agreement and
(b)&nbsp;the foregoing costs and expenses incident to the performance of the obligations of the Advisor under this Agreement. In addition, the Advisor agrees to pay an amount equal to $[0.52] per Share sold under this Agreement to Morgan
Stanley&nbsp;&amp; Co. LLC, on behalf of the Underwriters, on the Closing Date and each Option Closing Date, as applicable. It is understood, however, that except as provided in this Section, Section&nbsp;8 entitled &#147;Indemnity and
Contribution&#148; and the last paragraph of Section&nbsp;10 below, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, stock transfer taxes payable on resale of any of the Shares by them and
any advertising expenses connected with any offers they may make. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(m)&nbsp;&nbsp;&nbsp;&nbsp;The Trust will not declare or
pay any dividend or other distribution on any of the Common Shares unless a holder of such Common Shares that was not a holder of record until the close of business on [&nbsp;&nbsp;&nbsp;&nbsp;], 2021 would be entitled to receive the full amount
thereof. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">8.&nbsp;&nbsp;&nbsp;&nbsp;<I>Indemnity and Contribution.</I> (a) Each of the Trust and the Advisor, jointly and severally,
agrees to indemnify and hold harmless each Underwriter, each person, if any, who controls any Underwriter within the meaning of either Section&nbsp;15 of the Securities Act or Section&nbsp;20 of the Exchange Act, each agent of any Underwriter and
each director, officer or affiliate of any Underwriter within the meaning of Rule 405 from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection
with defending or investigating any such action or claim) that arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any amendment thereof, any Omitting
Prospectus, any preliminary prospectus (including any statement of additional information incorporated therein by reference), the Time of Sale Prospectus, the Prospectus or any amendment or supplement thereto, or any
<FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">Testing-the-Waters</FONT></FONT> Communication, or arise out of, or are based upon, any omission or alleged omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading (in the case of any Omitting Prospectus, preliminary prospectus, the Time of Sale Prospectus or the Prospectus, in light of the circumstances under which they were made), except insofar as such
losses, claims, damages or liabilities arise out of, or are based upon, any such untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to any Underwriter furnished
to the Trust or 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">27 </P>


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Advisor in writing by such Underwriter through Morgan Stanley&nbsp;&amp; Co. LLC expressly for use therein. It is understood and agreed that the only such information furnished by the
Underwriters through Morgan Stanley&nbsp;&amp; Co. LLC consists of the information described as such in Section&nbsp;8(b) below. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b)&nbsp;&nbsp;&nbsp;&nbsp;Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless each of the Trust
and the Advisor, its members, managers or trustees (as the case may be), and each officer of the Trust who signs the Registration Statement and each person, if any, who controls the Trust or the Advisor within the meaning of either Section&nbsp;15
of the Securities Act or Section&nbsp;20 of the Exchange Act to the same extent as the foregoing indemnity from the Trust and the Advisor to such Underwriter, but only with reference to information relating to such Underwriter furnished to the Trust
or the Advisor in writing by such Underwriter through Morgan Stanley&nbsp;&amp; Co. LLC expressly for use in the Registration Statement, any preliminary prospectus (including any statement of additional information incorporated therein by
reference), the Time of Sale Prospectus, any Omitting Prospectus, the Prospectus, any amendments or supplements thereto or any <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">Testing-the-Waters</FONT></FONT> Communication, it being
understood and agreed that the only such information furnished by the Underwriters through Morgan Stanley&nbsp;&amp; Co. LLC consists of [&nbsp;&nbsp;&nbsp;&nbsp;]. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c)&nbsp;&nbsp;&nbsp;&nbsp;In case any proceeding (including any governmental investigation) shall be instituted involving any
person in respect of which indemnity may be sought pursuant to Section&nbsp;8(a) or 8(b), such person (the &#147;<B>indemnified party</B>&#148;) shall promptly notify the person against whom such indemnity may be sought (the &#147;<B>indemnifying
party</B>&#148;) in writing and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent the indemnified party and any others the indemnifying party may
designate in such proceeding and shall pay the reasonably incurred and documented fees and disbursements of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but
the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i)&nbsp;the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii)&nbsp;the named parties to
any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between
them. It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in the same jurisdiction, be liable for (i)&nbsp;the fees and expenses
of more than one separate firm (in addition to </P>
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any local counsel) for all Underwriters and all persons, if any, who control any Underwriter within the meaning of either Section&nbsp;15 of the Securities Act or Section&nbsp;20 of the Exchange
Act, all persons who are agents of any Underwriter or all persons who are directors, officers and affiliates of any Underwriters within the meaning of Rule 405, (ii) the fees and expenses of more than one separate firm (in addition to any local
counsel) for the Trust, its trustees, its officers who sign the Registration Statement and each person, if any, who controls the Trust within the meaning of either such Section, and (iii)&nbsp;the fees and expenses of more than one separate firm (in
addition to any local counsel) for the Advisor, its members or managers, as the case may be, and each person, if any, who controls the Advisor within the meaning of either such Section, and that all such fees and expenses shall be reimbursed as they
are incurred. In the case of any such separate firm for the Underwriters and such control persons, agents, directors, officers and affiliates of any Underwriters, such firm shall be designated in writing by the Managing Representatives. In the case
of any such separate firm for the Trust, and such trustees, officers and control persons of the Trust, such firm shall be designated in writing by the Trust. In the case of any such separate firm for the Advisor, and such members or managers and
control persons of the Advisor, such firm shall be designated in writing by the Advisor. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if
there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an
indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by the second and third sentences of this paragraph, the indemnifying party agrees that it shall be
liable for any settlement of any proceeding effected without its written consent if (i)&nbsp;such settlement is entered into more than 30 days after receipt by such indemnifying party of the aforesaid request and (ii)&nbsp;such indemnifying party
shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or
threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified
party from all liability on claims that are the subject matter of such proceeding and does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d)&nbsp;&nbsp;&nbsp;&nbsp;To the extent the indemnification provided for in
Section&nbsp;8(a) or 8(b) is unavailable to an indemnified party or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party under such paragraph, in lieu of indemnifying such
indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i)&nbsp;in such proportion as is appropriate to reflect the relative benefits received
by the Trust and the Advisor on the one hand and the Underwriters on the other hand from the offering of the Shares or (ii)&nbsp;if the allocation provided by clause 8(d)(i) above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause 8(d)(i) above but also the relative fault of the Trust and the Advisor on the one hand and of the Underwriters on the other hand in connection with the statements or
omissions that resulted in such losses, claims, damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Trust and the Advisor on the one hand and the Underwriters on the other hand in
connection with the offering of the Shares shall be deemed to be in the same respective proportions as (i)&nbsp;the total proceeds from the offering of the Shares (before deducting expenses) received by the Trust minus the compensation of
$[&nbsp;&nbsp;&nbsp;&nbsp;] per Share paid by the Advisor to the Underwriters (the &#147;<B>Underwriter Compensation</B>&#148;) and (ii)&nbsp;the total Underwriter Compensation received by the Underwriters bear to the aggregate Public Offering Price
of the Shares. The relative fault of the Trust and the Advisor on the one hand and the Underwriters on the other hand shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information supplied by the Trust or the Advisor or by the Underwriters and the parties&#146; relative intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. The Underwriters&#146; respective obligations to contribute pursuant to this Section&nbsp;8 are several in proportion to the respective number of Shares they have purchased hereunder, and not joint. The Advisor agrees to
pay any amounts that are payable by the Trust pursuant to this paragraph to the extent that the Trust fails to make all contributions required to be made by the Trust pursuant to this Section&nbsp;8. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e)&nbsp;&nbsp;&nbsp;&nbsp;The Trust, the Advisor and the Underwriters agree that it would not be just or equitable if
contribution pursuant to this Section&nbsp;8 were determined by <I>pro rata</I> allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocation that does not take account of the equitable
considerations referred to in Section&nbsp;8(d). The amount paid or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in Section&nbsp;8(d) shall be deemed to include, subject to the limitations
set forth </P>
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above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this
Section&nbsp;8, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Shares underwritten by it and distributed to the public were offered to the public exceeds the amount of any
damages that such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section&nbsp;11(f) of the
Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies provided for in this Section&nbsp;8 are not exclusive and shall not limit any rights or remedies which may
otherwise be available to any indemnified party at law or in equity. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f)&nbsp;&nbsp;&nbsp;&nbsp;The indemnity and
contribution provisions contained in this Section&nbsp;8 and the representations, warranties and other statements of the Trust and the Advisor contained in this Agreement shall remain operative and in full force and effect regardless of (i)&nbsp;any
termination of this Agreement, (ii)&nbsp;any investigation made by or on behalf of any Underwriter, any person controlling any Underwriter, or any agent of any Underwriter or any director, officer and affiliate of any Underwriter or by or on behalf
of the Advisor, its managers, members or any person controlling the Advisor or by or on behalf of the Trust, its officers who sign the Registration Statement or trustees or any person controlling the Trust and (iii)&nbsp;acceptance of and payment
for any of the Shares. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g)&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding any other provisions in this Section&nbsp;8, no party
shall be entitled to indemnification or contribution under this Agreement in violation of Section&nbsp;17 of the Investment Company Act. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">9.&nbsp;&nbsp;&nbsp;&nbsp;<I>Termination</I>. The Underwriters may terminate this Agreement by notice given by you to the Trust, if after the
execution and delivery of this Agreement and prior to the Closing Date or any Option Closing Date, as the case may be, (i)&nbsp;trading generally shall have been suspended or materially limited on, or by, as the case may be, any of the New York
Stock Exchange, the NYSE American, the NASDAQ Global Market, the Chicago Board of Options Exchange, the Chicago Mercantile Exchange or the Chicago Board of Trade, (ii)&nbsp;trading of any securities of the Trust shall have been suspended on any
exchange or in any <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">over-the-counter</FONT></FONT> market, (iii)&nbsp;a material disruption in securities settlement, payment or clearance services in the United States shall have
occurred, (iv)&nbsp;any moratorium on commercial banking activities shall have been declared by Federal or New York State authorities or (v)&nbsp;there shall have occurred any outbreak or escalation of hostilities, or any change in financial markets
or any calamity or crisis that, in your judgment, is material and adverse and which, </P>
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singly or together with any other event specified in this Section&nbsp;9, makes it, in your judgment, impracticable or inadvisable to proceed with the offer, sale or delivery of the Shares on the
terms and in the manner contemplated in the Registration Statement, the Time of Sale Prospectus or the Prospectus. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">10.&nbsp;&nbsp;&nbsp;&nbsp;<I>Effectiveness; Defaulting Underwriters</I>. This Agreement shall become effective upon the execution and
delivery hereof by the parties hereto. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">If, on the Closing Date or an Option Closing Date, as the case may be, any one or more of the
Underwriters shall fail or refuse to purchase Shares that it has or they have agreed to purchase hereunder on such date, and the aggregate number of Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase is
not more than <FONT STYLE="white-space:nowrap">one-tenth</FONT> of the aggregate number of the Shares to be purchased on such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Shares set forth
opposite their respective names in Schedule I bears to the aggregate number of Firm Shares set forth opposite the names of all such <FONT STYLE="white-space:nowrap">non-defaulting</FONT> Underwriters, or in such other proportions as you may specify,
to purchase the Shares which such defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date; <I>provided</I> that in no event shall the number of Shares that any Underwriter has agreed to purchase pursuant to this
Agreement be increased pursuant to this Section&nbsp;10 by an amount in excess of <FONT STYLE="white-space:nowrap">one-ninth</FONT> of such number of Shares without the written consent of such Underwriter. If, on the Closing Date, any Underwriter or
Underwriters shall fail or refuse to purchase Firm Shares and the aggregate number of Firm Shares with respect to which such default occurs is more than <FONT STYLE="white-space:nowrap">one-tenth</FONT> of the aggregate number of Firm Shares to be
purchased on such date, and arrangements satisfactory to you and the Trust for the purchase of such Firm Shares are not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any <FONT
STYLE="white-space:nowrap">non-defaulting</FONT> Underwriter or the Trust or the Advisor. In any such case either you or the Trust shall have the right to postpone the Closing Date, but in no event for longer than seven days, in order that the
required changes, if any, in the Registration Statement, in the Time of Sale Prospectus, in the Prospectus or in any other documents or arrangements may be effected. If, on an Option Closing Date, any Underwriter or Underwriters shall fail or refuse
to purchase Additional Shares and the aggregate number of Additional Shares with respect to which such default occurs is more than <FONT STYLE="white-space:nowrap">one-tenth</FONT> of the aggregate number of Additional Shares to be purchased on such
Option Closing Date, the <FONT STYLE="white-space:nowrap">non-defaulting</FONT> Underwriters shall have the option to (i)&nbsp;terminate their obligation hereunder to purchase the Additional Shares to be sold on such Option Closing Date or
(ii)&nbsp;purchase not less than the number of Additional Shares that such <FONT STYLE="white-space:nowrap">non-defaulting</FONT> Underwriters would have been obligated to purchase in the absence of such default. Any action taken under this
paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. </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">32 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">If this Agreement shall be terminated by the Underwriters, or any of them, because of any failure
or refusal on the part of the Trust or the Advisor to comply with the terms or to fulfill any of the conditions of this Agreement, or if for any reason the Trust or the Advisor shall be unable to perform its obligations under this Agreement, the
Trust and the Advisor, jointly and severally, will reimburse the Underwriters or such Underwriters as have so terminated this Agreement with respect to themselves, severally, for all
<FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">out-of-pocket</FONT></FONT> expenses (including the fees and disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the offering
contemplated hereunder. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">11.&nbsp;&nbsp;&nbsp;&nbsp;<I>Entire Agreement</I>. (a)&nbsp;This Agreement, together with any contemporaneous
written agreements and any prior written agreements (to the extent not superseded by this Agreement) that relate to the offering of the Shares, represents the entire agreement between the Trust, the Advisor and the Underwriters with respect to the
preparation of any preliminary prospectus, the Registration Statement, the Time of Sale Prospectus, the Prospectus, the conduct of the offering, and the purchase and sale of the Shares. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b)&nbsp;&nbsp;&nbsp;&nbsp;The Trust and the Advisor acknowledge that in connection with the offering of the Shares:
(i)&nbsp;the Underwriters have acted at arm&#146;s length, are not agents of, and owe no fiduciary duties to, the Trust, the Advisor or any other person, (ii)&nbsp;the Underwriters owe the Trust and the Advisor only those duties and obligations set
forth in this Agreement and prior written agreements (to the extent not superseded by this Agreement), if any, (iii)&nbsp;the Underwriters may have interests that differ from those of the Trust and the Advisor and (iv)&nbsp;none of the activities of
the Underwriters in connection with the transactions contemplated herein constitutes a recommendation, investment advice, or solicitation of any action by the Underwriters with respect to any entity or natural person. The Trust and the Advisor waive
to the full extent permitted by applicable law any claims any of them may have against the Underwriters arising from an alleged breach of fiduciary duty in connection with the offering of the Shares. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">12.&nbsp;&nbsp;&nbsp;&nbsp;<I>Counterparts</I>. For the convenience of the parties hereto, any number of counterparts of this Agreement may be
executed by the parties hereto, each of which shall be an original instrument and all of which taken together shall constitute one and the same Agreement. Delivery of a signed counterpart of this Agreement by
<FONT STYLE="white-space:nowrap">e-mail</FONT> (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or facsimile transmission shall constitute valid and sufficient delivery thereof.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">13.&nbsp;&nbsp;&nbsp;&nbsp;<I>Applicable Law</I>. This Agreement shall be governed by and construed in accordance with the internal laws
of the State of New York. </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>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">14.&nbsp;&nbsp;&nbsp;&nbsp;<I>Headings</I>. The headings of the sections of this Agreement have
been inserted for convenience of reference only and shall not be deemed a part of this Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">15.&nbsp;&nbsp;&nbsp;&nbsp;<B><I>WAIVER
OF JURY TRIAL. </I></B><B>EACH OF THE TRUST, THE ADVISOR AND THE UNDERWRITERS HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.</B> </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">16.&nbsp;&nbsp;&nbsp;&nbsp;<I>Notices</I>. All communications hereunder shall be
in writing and effective only upon receipt and if to the Underwriters shall be delivered, mailed or sent to you in care of: Morgan Stanley&nbsp;&amp; Co. LLC, 1585 Broadway, New York, New York 10036, Attention: Equity Syndicate Desk, with a copy to
the Legal Department; [Others]; and if to the Trust or the Advisor, shall be delivered, mailed or sent to BlackRock Advisors, LLC, Park Avenue Plaza, 55 East 52<SUP STYLE="font-size:85%; vertical-align:top">nd</SUP> Street, New York, New York 10055,
Attention: Christopher Meade, Esq. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">17.&nbsp;&nbsp;&nbsp;&nbsp;<I>Recognition of the U.S. Special Resolution Regimes</I>. (a)&nbsp;In the
event that any Underwriter that is a Covered Entity becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer from such Underwriter of this Agreement, and any interest and obligation in or under this Agreement, will be
effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if this Agreement, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b)&nbsp;&nbsp;&nbsp;&nbsp;In the event that any Underwriter that is a Covered Entity or a BHC Act Affiliate of such Underwriter becomes
subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Agreement that may be exercised against such Underwriter are permitted to be exercised to no greater extent than such Default Rights could be exercised under
the U.S. Special Resolution Regime if this Agreement were governed by the laws of the United States or a state of the United States. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">For
purposes of this Section a &#147;BHC Act Affiliate&#148; has the meaning assigned to the term &#147;affiliate&#148; in, and shall be interpreted in accordance with, 12 U.S.C. &#167; 1841(k). &#147;Covered Entity&#148; means any of the following:
(i)&nbsp;a &#147;covered entity&#148; as that term is defined in, and interpreted in accordance with, 12 C.F.R. &#167; 252.82(b); (ii) a &#147;covered bank&#148; as that term is defined in, and interpreted in accordance with, 12 C.F.R. &#167;
47.3(b); or (iii)&nbsp;a &#147;covered FSI&#148; as that term is defined in, and interpreted in accordance with, 12 C.F.R. &#167; 382.2(b). &#147;Default Right&#148; has the meaning assigned to that term in, and shall be interpreted in accordance
with, 12 C.F.R. &#167;&#167; 252.81, 47.2 or 382.1, as applicable. &#147;U.S. Special Resolution Regime&#148; means each of (i)&nbsp;the Federal Deposit Insurance Act and 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">34 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
regulations promulgated thereunder and (ii)&nbsp;Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder. </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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 <DIV ALIGN="right">
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<TD VALIGN="top" COLSPAN="3">Very truly yours,</TD></TR>
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<TD HEIGHT="16" COLSPAN="3"></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">BLACKROCK INNOVATION AND</P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; font-size:10pt; font-family:Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;GROWTH TRUST</P></TD></TR>
<TR STYLE="font-size:1pt">
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<TD HEIGHT="16" COLSPAN="2"></TD></TR>
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<TD VALIGN="top">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:10pt; font-family:Times New Roman">&nbsp;</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">Name:</TD></TR>
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<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">Title:</TD></TR>
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<TD HEIGHT="16" COLSPAN="3"></TD></TR>
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<TD VALIGN="top" COLSPAN="3">BLACKROCK ADVISORS, LLC</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
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<TD VALIGN="top">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:10pt; font-family:Times New Roman">&nbsp;</P></TD></TR>
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<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">Name:</TD></TR>
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<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">Title:</TD></TR>
</TABLE></DIV> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><I>[Underwriting Agreement Signature Page] </I></P>

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<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">Accepted as of the date hereof </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Morgan Stanley&nbsp;&amp; Co. LLC </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">[Others] </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Acting severally on behalf of themselves and </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;the several Underwriters named in </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;Schedule I hereto </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD VALIGN="bottom">By:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">Morgan Stanley&nbsp;&amp; Co. LLC</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
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<TD VALIGN="top">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:10pt; font-family:Times New Roman">&nbsp;</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">Name:</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">Title:</TD></TR>
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<TD HEIGHT="16" COLSPAN="2"></TD></TR>
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<TD VALIGN="bottom">By:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">[Others]</TD></TR>
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<TD HEIGHT="16" COLSPAN="2"></TD></TR>
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<TD VALIGN="top">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:10pt; font-family:Times New Roman">&nbsp;</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">Name:</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">Title:</TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><I>[Underwriting Agreement Signature Page] </I></P>

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<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="right"><B><U>SCHEDULE I </U></B></P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>

<TABLE CELLSPACING="0" CELLPADDING="0" WIDTH="68%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt" ALIGN="center">


<TR>

<TD WIDTH="70%"></TD>

<TD VALIGN="bottom" WIDTH="26%"></TD>
<TD></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:8pt">
<TD VALIGN="bottom" NOWRAP> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-bottom:1.00pt solid #000000; display:table-cell; font-size:8pt; font-family:Times New Roman; "><B>Underwriter</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;Firm&nbsp;Shares&nbsp;To&nbsp;Be<BR>Purchased</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">Morgan Stanley&nbsp;&amp; Co. LLC</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom">[&nbsp;&nbsp;&nbsp;&nbsp;]</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="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"><B>Total</B></P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom"><B>[&nbsp;&nbsp;&nbsp;&nbsp;]</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">Sch. I-1 </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:10pt; font-family:Times New Roman" ALIGN="right"><B>SCHEDULE II </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Omitting Prospectuses </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="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="left">Retail Omitting Prospectus: </P></TD></TR></TABLE>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman">Investor Brochure </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%" 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="left">The following documents labeled &#147;<I>For Financial Professional Use Only</I>&#148;: </P></TD></TR></TABLE>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman">Road Show Presentation </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">Sch. II-1 </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:10pt; font-family:Times New Roman" ALIGN="right"><B>SCHEDULE III </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Pricing 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:10pt" BORDER="0" CELLPADDING="0" CELLSPACING="0" WIDTH="100%">
<TR style = "page-break-inside:avoid">
<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="left">Number of Shares Sold: [&nbsp;&nbsp;&nbsp;&nbsp;] </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="4%" 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="left">Number of Additional Shares: [&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:10pt; font-family:Times New Roman" ALIGN="center">Sch. III-1 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>EXHIBIT A </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>[FORM OF] </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>OPTION
EXERCISE NOTICE </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right">[OPTION EXERCISE DATE], 2021 </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">BlackRock Innovation and Growth Trust </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">BlackRock Advisors, LLC
</P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">100 Bellevue Parkway </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Wilmington, Delaware 19809 </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Ladies and Gentlemen: </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">We refer to the Underwriting Agreement
dated [&nbsp;&nbsp;&nbsp;&nbsp;], 2021 (the &#147;<B>Underwriting Agreement</B>&#148;) among BlackRock Innovation and Growth Trust, BlackRock Advisors, LLC and Morgan Stanley&nbsp;&amp; Co. LLC and [&nbsp;&nbsp;&nbsp;&nbsp;], as representatives of
the several Underwriters listed in Schedule I thereto; capitalized terms being used herein as therein defined. We hereby exercise an option to purchase [NUMBER OF SHARES AS TO WHICH OPTION IS BEING EXERCISED] Additional Shares, on the basis of the
representations and warranties contained in the Underwriting Agreement, and subject to its terms and conditions. Such Additional Shares will be purchased on [OPTION CLOSING DATE], 2021 (which shall be an Option Closing Date) at the offices of Weil,
Gotshal&nbsp;&amp; Manges LLP, New York, New York, at 10:00 A.M. (New York City time). [This option exercise is without prejudice to the Underwriters&#146; right under the Underwriting Agreement to exercise one or more options covering some or all
of the remaining Additional Shares.] </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Very truly yours, </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Morgan Stanley&nbsp;&amp; Co. LLC </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">[Others] </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Acting severally on behalf of themselves and </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">the several
Underwriters named in Schedule I </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">to the Underwriting Agreement </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<TD VALIGN="bottom">By:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">Morgan Stanley&nbsp;&amp; Co. LLC</TD></TR>
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<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
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<TD VALIGN="top">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:10pt; font-family:Times New Roman">&nbsp;</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">Name:</TD></TR>
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<TD VALIGN="bottom"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom">Title:</TD></TR>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>EXHIBIT B </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>OPINIONS OF WILLKIE FARR&nbsp;&amp; GALLAGHER LLP AND MILES&nbsp;&amp; </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>STOCKBRIDGE P.C. REGARDING THE TRUST </B></P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>EXHIBIT C </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>OPINIONS OF WILLKIE FARR&nbsp;&amp; GALLAGHER LLP AND MORRIS, </B></P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>NICHOLS, ARSHT&nbsp;&amp; TUNNELL LLP REGARDING THE ADVISOR </B></P>
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<DOCUMENT>
<TYPE>EX-99.(H)(2)
<SEQUENCE>3
<FILENAME>d93447dex99h2.htm
<DESCRIPTION>FORM OF MASTER AGREEMENT AMONG UNDERWRITERS
<TEXT>
<HTML><HEAD>
<TITLE>Form of Master Agreement Among Underwriters</TITLE>
</HEAD>
 <BODY BGCOLOR="WHITE">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit&nbsp;(h)(2) </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Morgan Stanley&nbsp;&amp; Co. LLC </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>MASTER AGREEMENT AMONG UNDERWRITERS </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>REGISTERED SEC OFFERINGS </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>(INCLUDING MULTIPLE SYNDICATE OFFERINGS) </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>AND </B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>EXEMPT OFFERINGS
</B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>(OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES) </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">January&nbsp;1, 2019 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">This Master Agreement Among Underwriters (this &#147;<B>Master AAU</B>&#148;), dated as of
January&nbsp;1, 2019, is by and between Morgan Stanley&nbsp;&amp; Co. LLC (&#147;<B><I>Morgan Stanley</I></B>,&#148; or &#147;<B>we</B>&#148;) and the party named on the signature page hereof (an &#147;<B>Underwriter</B>,&#148; as defined in
Section&nbsp;1.1 hereof, or &#147;<B>you</B>&#148;). From time to time we or one or more of our affiliates may invite you (and others) to participate on the terms set forth herein as an underwriter or an initial purchaser, or in a similar capacity,
in connection with certain offerings of securities that are managed solely by us or with one or more other <FONT STYLE="white-space:nowrap">co-managers.</FONT> If we invite you to participate in a specific offering and sale of securities (an
&#147;<B>Offering</B>&#148;) to which this Master AAU will apply, we will send the information set forth in Section&nbsp;1.1 hereof to you by one or more wires, telexes, telecopy or electronic data transmissions, or other written communications
(each, a &#147;<B>Wire</B>,&#148; and collectively, an &#147;<B>AAU</B>&#148;), unless you are otherwise deemed to have accepted an AAU with respect to such Offering pursuant to Section&nbsp;1.2 hereof. Each Wire will indicate that it is a Wire
pursuant to this Master AAU. The Wire inviting you to participate in an Offering is referred to herein as an &#147;<B>Invitation</B> <B>Wire</B>.&#148; You and we hereby agree that by the terms hereof the provisions of this Master AAU<B>
</B>automatically will be incorporated by reference in each AAU, <B>except that any such AAU may</B> <B>also exclude or revise such provisions of this Master AAU in respect of the Offering to which such AAU relates, and may contain such additional
provisions as may be specified in any Wire relating to such AAU. You and we further agree as follows:</B> </P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>I. GENERAL </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>1.1.</I></B>&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Terms of AAU; Certain Definitions; Construction. </I></B>Each AAU will relate to an<B><I>
</I></B>Offering, and will identify: (i)&nbsp;the securities to be offered in the Offering (the &#147;<B>Securities</B>&#148;), their principal terms, the issuer or issuers (each, an &#147;<B>Issuer</B>&#148;) and any guarantor (each, a
&#147;<B>Guarantor</B>&#148;) thereof, and, if different from the Issuer, the seller or sellers (each, a &#147;<B>Seller</B>&#148;) of the Securities, (ii)&nbsp;the underwriting agreement, purchase agreement, standby underwriting agreement,
distribution agreement, or similar agreement (as identified in such AAU and as amended or supplemented, including a terms agreement or pricing agreement pursuant to any of the foregoing, collectively, the &#147;<B>Underwriting Agreement</B>&#148;)
providing for the purchase, on a several and not joint basis, of the Securities by the several underwriters, initial purchasers, or others acting in a similar capacity (the &#147;<B>Underwriters</B>&#148;) on whose behalf the Manager (as defined
below) executes the Underwriting Agreement, and whether such agreement provides for: (x) an option to purchase Additional Securities (as defined below) to cover sales of shares in excess of the number of Firm Securities (as defined below), or
(y)&nbsp;an offering in multiple jurisdictions or markets involving two or more syndicates (an &#147;<B>International Offering</B>&#148;), each of which will offer and sell Securities subject to such restrictions as may be specified in any
Intersyndicate Agreement (as defined below) referred to in such AAU, (iii)&nbsp;the price at which the Securities are to be purchased by the several Underwriters from any Issuer or Seller thereof (the &#147;<B>Purchase Price</B>&#148;), (iv) the
offering terms, including, if applicable, the price or prices at which the Securities initially will be offered by the Underwriters (the &#147;<B>Offering Price</B>&#148;), any selling concession to dealers (the &#147;<B>Selling
Concession</B>&#148;), reallowance (the &#147;<B>Reallowance</B>&#148;), management fee, global coordinators&#146; fee, praecipium, or other similar fees, discounts, or commissions (collectively, the &#147;<B>Fees and Commissions</B>&#148;) with
respect to the Securities, and (v) other principal terms of the Offering, which may include, without limitation: (A)&nbsp;the proposed or actual pricing date (&#147;<B>Pricing Date</B>&#148;) and settlement date (the &#147;<B>Settlement
Date</B>&#148;), (B) any contractual restrictions on the offer and sale of the Securities pursuant to the Underwriting Agreement, Intersyndicate Agreement, or otherwise, (C)&nbsp;any <FONT STYLE="white-space:nowrap">co-managers</FONT> for such </P>

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<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">Offering (the &#147;<B><FONT STYLE="white-space:nowrap">Co-Managers</FONT></B>&#148;), (D) your proposed
participation in the Offering, and (E)&nbsp;any trustee, fiscal agent, or similar agent (the &#147;<B>Trustee</B>&#148;) for the indenture, trust agreement, fiscal agency agreement, or similar agreement (the &#147;<B>Indenture</B>&#148;) under which
such Securities will be issued. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">&#147;<B>Manager</B>&#148; means Morgan Stanley, except as set forth in Section&nbsp;9.9 hereof.
&#147;<B>Representative</B>&#148; means the Manager and any <FONT STYLE="white-space:nowrap">Co-Manager</FONT> that signs the applicable Underwriting Agreement on behalf of the Underwriters or is identified as a Representative in the applicable
Underwriting Agreement. &#147;<B>Underwriters</B>&#148; includes the Representative(s), the Manager, and the <FONT STYLE="white-space:nowrap">Co-Managers.</FONT> &#147;<B>Firm Securities</B>&#148; means the number or amount of Securities that the
several Underwriters are initially committed to purchase under the Underwriting Agreement (which may be expressed as a percentage of an aggregate number or amount of Securities to be purchased by the Underwriters, as in the case of a standby
Underwriting Agreement). &#147;<B>Additional Securities</B>&#148; means the Securities, if any, that the several Underwriters have an option to purchase under the Underwriting Agreement to cover sales of shares in excess of the number of Firm
Securities. The number, amount, or percentage of Firm Securities set forth opposite each Underwriter&#146;s name in the Underwriting Agreement plus any additional Firm Securities which such Underwriter has made a commitment to purchase, irrespective
of whether such Underwriter actually purchases or sells such number, amount, or percentage of Securities under the Underwriting Agreement or Article XI hereof, is hereinafter referred to as the &#147;<B>Original Underwriting Obligation</B>&#148; of
such Underwriter, and the ratio which such Original Underwriting Obligation bears to the total of all Firm Securities set forth in the Underwriting Agreement (or, in the case of a standby Underwriting Agreement, to 100%) is hereinafter referred to
as the &#147;<B>Underwriting Percentage</B>&#148; of such Underwriter. For the avoidance of doubt, each Underwriter acknowledges and agrees that, for all purposes under this Agreement and otherwise (including, to the extent applicable, for purposes
of Section&nbsp;11(e) under the U.S. Securities Act of 1933 (the &#147;<B>1933 Act</B>&#148;)), each Underwriter&#146;s Underwriting Percentage of the total number, amount, or percentage of Securities offered and sold in the Offering (including any
Additional Securities), and only such number, amount, or percentage, constitutes the securities underwritten by such Underwriter and distributed to investors. <SUP STYLE="font-size:85%; vertical-align:top">1</SUP> </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">References herein to laws, statutory and regulatory sections, rules, regulations, forms, and interpretive materials will be deemed to include
any successor provisions. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>1.2.&nbsp;&nbsp;&nbsp;&nbsp;Acceptance of AAU. </I></B>You will have accepted an AAU for an Offering if:
(a)&nbsp;we<B><I> </I></B>receive your acceptance, prior to the time specified in the Invitation Wire for such Offering, by wire, telex, telecopy or electronic data transmission, or other written communication (any such communication being deemed
&#147;<B>In Writing</B>&#148;) or orally (if promptly confirmed In Writing), in the manner specified in the Invitation Wire, of our invitation to participate in the Offering, or (b) notwithstanding that we did not send you an Invitation Wire or you
have not otherwise responded In Writing to any such Wire, you: (i)&nbsp;agree (orally or by a Wire) to be named as an Underwriter in the relevant Underwriting Agreement executed by us as Manager, or (ii)&nbsp;receive </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:10pt" 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:10pt; font-family:Times New Roman; " ALIGN="left">Meant to clarify mechanics of underwriting for purposes of Section&nbsp;11(e), and rebut footnote 8 of the
<U>WorldCom</U> decision (See <U>In re: Worldcom, Inc. Securities Litigation</U>, U.S. Dist. Ct. (SDNY), <FONT STYLE="white-space:nowrap">slip-op</FONT> 02 Civ 3288, March&nbsp;14, 2005 (unpublished). </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">3 </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">and retain an economic benefit for participating in the Offering as an Underwriter. Your acceptance of the
invitation to participate will cause such AAU to constitute a valid and binding contract between us. Your acceptance of the AAU as provided above or an Invitation Wire will also constitute acceptance by you of the terms of subsequent Wires to you
relating to the Offering unless we receive In Writing, within the time and in the manner specified in such subsequent Wire, a notice from you to the effect that you do not accept the terms of such subsequent Wire, in which case you will be deemed to
have elected not to participate in the Offering. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>1.3.&nbsp;&nbsp;&nbsp;&nbsp;Underwriters&#146; Questionnaire. </I></B>Your
acceptance of the Invitation Wire for an<B><I> </I></B>Offering or your participation in an Offering as an Underwriter will confirm that you have no exceptions to the Underwriters&#146; Questionnaire attached as Exhibit A hereto (or to any other
questions addressed to you in any Wires relating to the Offering previously sent to you), other than exceptions noted by you In Writing in connection with the Offering and received from you by us before the time specified in the Invitation Wire or
any subsequent Wire. </P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>II. OFFERING MATERIALS; OFFERING AGREEMENTS </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>2.1.</I></B>&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Registered Offerings. </I></B>In the case of an Offering that will be registered in
whole<B><I> </I></B>or in part (a &#147;<B>Registered Offering</B>&#148;) under the 1933 Act, you acknowledge that the Issuer has filed with the Securities and Exchange Commission (the &#147;<B>Commission</B>&#148;) a registration statement,
including a prospectus relating to the Securities. &#147;<B>Registration Statement</B>&#148; means such registration statement as amended to the effective date of the Underwriting Agreement and, in the event that the Issuer files an abbreviated
registration statement to register additional Securities pursuant to Rule 462(b) or 462(e) under the 1933 Act, such abbreviated registration statement. &#147;<B>Prospectus</B>&#148; means the prospectus, together with the final prospectus
supplement, if any, containing the final terms of the Securities and, in the case of a Registered Offering that is an International Offering, &#147;<B>Prospectus</B>&#148; means, collectively, each prospectus or offering circular, together with each
final prospectus supplement or final offering circular supplement, if any, relating to the Offering, in the respective forms containing the final terms of the Securities. &#147;<B>Preliminary Prospectus</B>&#148; means any preliminary prospectus
relating to the Offering or any preliminary prospectus supplement together with a prospectus relating to the Offering and, in the case of a Registered Offering that is an International Offering, &#147;<B>Preliminary Prospectus</B>&#148; means,
collectively, each preliminary prospectus or preliminary offering circular relating to the Offering or each preliminary prospectus supplement or preliminary offering circular supplement, together with a prospectus or offering circular, respectively,
relating to the Offering. &#147;<B>Free</B> <B>Writing Prospectus</B>&#148; means, in the case of a Registered Offering, a &#147;free writing prospectus&#148; as<B> </B>defined in Rule 405 under the 1933 Act. As used herein the terms
&#147;<B>Registration Statement</B>,&#148; &#147;<B>Prospectus</B>,&#148; &#147;<B>Preliminary Prospectus</B>,&#148; and &#147;<B>Free Writing Prospectus</B>&#148; will include in each case the material, if any, incorporated by reference therein,
and as used herein, the term &#147;<B>Registration Statement</B>&#148; includes information deemed to be part thereof pursuant to, and as of the date and time specified in, Rules 430A, 430B, or 430C under the 1933 Act, while the terms
&#147;<B>Prospectus</B>&#148; and &#147;<B>Preliminary Prospectus</B>&#148; include information deemed to be a part thereof pursuant to the rules and regulations under the 1933 Act, but only as of the actual time that information is first used or
filed with the Commission pursuant to Rule 424(b) under the 1933 Act. The Manager will furnish, make available to you, or make arrangements for you to obtain copies (which may, to the extent permitted by law, be in electronic form) of each
Prospectus 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">4 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Preliminary Prospectus (as amended or supplemented, if applicable, but excluding, for this purpose, unless
otherwise required pursuant to rules or regulations under the 1933 Act, documents incorporated therein by reference) as soon as practicable after sufficient quantities thereof have been made available by the Issuer. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">As used herein, in the case of an Offering that is an offering of asset-backed securities, the term &#147;<B>ABS Underwriter Derived
Information</B>&#148; means any analytical or computational materials as described in clause (5)&nbsp;of footnote 271 of Commission Release <FONT STYLE="white-space:nowrap">No.&nbsp;33-8591,</FONT> issued July&nbsp;19, 2005 (Securities Offering
Reform) (the &#147;<B>Securities Offering Reform Release</B>&#148;). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>2.2.</I></B>&nbsp;&nbsp;&nbsp;&nbsp;<B><I><FONT
STYLE="white-space:nowrap">Non-Registered</FONT> Offerings. </I></B>In the case of an Offering other than a Registered<B><I> </I></B>Offering, you acknowledge that no registration statement has been filed with the Commission. &#147;<B>Offering
Circular</B>&#148; means the final offering circular or memorandum, if any, or any other final written materials authorized by the Issuer to be used in connection with an Offering that is not a Registered Offering. &#147;<B>Preliminary Offering
Circular</B>&#148; means any preliminary offering circular or memorandum, if any, or any other written preliminary materials authorized by the Issuer to be used in connection with such an Offering. As used herein, the terms &#147;<B>Offering
Circular</B>&#148; and &#147;<B>Preliminary Offering Circular</B>&#148; include the material, if any, incorporated by reference therein. We will either, as soon as practicable after the later of the date of the Invitation Wire or the date made
available to us by the Issuer, furnish to you (or make available for your review) a copy of any Preliminary Offering Circular or any proof or draft of the Offering Circular. In any event, in any Offering involving an Offering Circular, the Manager
will furnish, make available to you, or make arrangements for you to obtain, as soon as practicable after sufficient quantities thereof are made available by the Issuer, copies (which may, to the extent permitted by law, be in electronic form) of
the Preliminary Offering Circular and Offering Circular, as amended or supplemented, if applicable (but excluding, for this purpose, documents incorporated therein by reference). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>2.3.</I></B>&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Authority to Execute Underwriting and Intersyndicate Agreements. </I></B>You<B><I>
</I></B>authorize the Manager, on your behalf: (a)&nbsp;to determine the form of the Underwriting Agreement and to execute and deliver to the Issuer, Guarantor, or Seller the Underwriting Agreement to purchase: (i)&nbsp;up to the number, amount, or
percentage of Firm Securities set forth in the applicable AAU, and (ii)&nbsp;if the Manager elects on behalf of the several Underwriters to exercise any option to purchase Additional Securities, up to the number, amount, or percentage of Additional
Securities set forth in the applicable AAU, subject, in each case, to reduction pursuant to Article IV; and (b)&nbsp;to determine the form of any agreement or agreements, including, but not limited to, underwriting agreements, between or among the
syndicates participating in the Offering or International Offering, respectively (each, an &#147;<B>Intersyndicate Agreement</B>&#148;), and to execute and deliver any such Intersyndicate Agreement. </P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>III. MANAGER&#146;S AUTHORITY </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>3.1.</I></B>&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Terms of Offering. </I></B>You authorize the Manager to act as manager of the Offering<B><I>
</I></B>of the Securities by the Underwriters (the &#147;<B>Underwriters&#146; Securities</B>&#148;) or by the Issuer or Seller pursuant to delayed delivery contracts (the &#147;<B>Contract Securities</B>&#148;), if any, contemplated by the
Underwriting Agreement. You authorize the Manager: (i)&nbsp;to purchase any or all of the Additional Securities for the accounts of the several Underwriters pursuant to the Underwriting Agreement, (ii)&nbsp;to agree, on your behalf and on behalf of
the <FONT STYLE="white-space:nowrap">Co-Managers,</FONT> to any addition to, </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>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">change in, or waiver of any provision of, or the termination of, the Underwriting Agreement or any Intersyndicate
Agreement (other than an increase in the Purchase Price or in your Original Underwriting Obligation to purchase Securities, in either case from that contemplated by the applicable AAU), (iii) to add prospective or remove existing Underwriters from
the syndicate, (iv) to exercise, in the Manager&#146;s discretion, all of the authority vested in the Manager in the Underwriting Agreement, (v)&nbsp;except as described below in this Section&nbsp;3.1, to take any other action as may seem advisable
to the Manager in respect of the Offering (including, in the case of an Offering of asset-backed securities, the preparation and delivery of ABS Underwriter Derived Information), including actions and communications with the Commission, the
Financial Industry Regulatory Authority (&#147;<B>FINRA</B>&#148;), state blue sky or securities commissions<B>,</B> stock exchanges, and other regulatory bodies or organizations. Furthermore, the Manager will have exclusive authority, on your
behalf and on behalf of the <FONT STYLE="white-space:nowrap">Co-Managers,</FONT> to exercise powers and pursue enforcement of the terms and conditions of the Underwriting Agreement and any Intersyndicate Agreement, whether or not actually exercised,
except as otherwise specified herein or therein. If, in accordance with the terms of the applicable AAU, the Offering of the Securities is at varying prices based on prevailing market prices, or prices related to prevailing market prices, or at
negotiated prices, you authorize the Manager to determine, on your behalf in the Manager&#146;s discretion, any Offering Price and the Fees and Commissions applicable to the Offering from time to time. You authorize the Manager on your behalf to
arrange for any currency transactions (including forward and hedging currency transactions) as the Manager may deem necessary to facilitate settlement of the purchase of the Securities, but you do not authorize the Manager on your behalf to engage
in any other forward or hedging transactions (including interest rate hedging transactions) in connection with the Offering unless such transactions are specified in an applicable AAU or are otherwise consented to by you. You further authorize the
Manager, subject to the provisions of Section&nbsp;1.2 hereof: (i)&nbsp;to vary the offering terms of the Securities in effect at any time, including, if applicable, the Offering Price, Fees, and Commissions set forth in the applicable AAU,
(ii)&nbsp;to determine, on your behalf, the Purchase Price, and (iii)&nbsp;to increase or decrease the number, amount, or percentage of Securities being offered. Notwithstanding the foregoing provisions of this Section&nbsp;3.1, the Manager will
notify the Underwriters, prior to the signing of the Underwriting Agreement, of any provision in the Underwriting Agreement that could result in an increase in the number, amount, or percentage of Firm Securities set forth opposite each
Underwriter&#146;s name in the Underwriting Agreement by more than 25% (or such other percentage as will have been specified in the applicable Invitation Wire or otherwise consented to by you) as a result of the failure or refusal of another
Underwriter or Underwriters to perform its or their obligations thereunder. The Manager may, at its discretion, delegate to any Underwriter any and all authority vested in the applicable AAU, including, but not limited to, the powers set forth in
Sections 5.1 and 5.2 hereof. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>3.2.</I></B>&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Offering Date. </I></B>The Offering is to be made on or
about the time the Underwriting<B><I> </I></B>Agreement is entered into by the Issuer, Guarantor, or Seller and the Manager as in the Manager&#146;s judgment is advisable, on the terms and conditions set forth in the Prospectus or the Offering
Circular, as the case may be, and the applicable AAU. You will not sell any Securities prior to the time the Manager releases such Securities for sale to purchasers. The date on which such Securities are released for sale is referred to herein as
the &#147;<B>Offering Date</B>.&#148; </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>3.3.</I></B>&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Communications. </I></B>Any public announcement or
advertisement of the Offering<B><I> </I></B>will be made by the Manager on behalf of the Underwriters on such date as the Manager 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">6 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
determine. You will not announce or advertise the Offering prior to the date of the Manager&#146;s announcement or advertisement thereof without the Manager&#146;s consent. You will abide by any
restrictions in the Underwriting Agreement relating to any general solicitation, announcement, advertising, or publicity in addition to the restrictions in this Section&nbsp;3.3. Further, if the Offering is made in whole or in part in reliance on
any applicable exemption from registration under the 1933 Act, you will not engage in any general solicitation, announcement, or advertising in connection with the Offering that would be inconsistent with such exemption. Any announcement or
advertisement you may make of the Offering after such date will be your own responsibility, and at your own expense and risk. In addition to your compliance with restrictions on the Offering pursuant to Sections 10.10, 10.11 and 10.12 hereof, you
represent that you have not, and you agree that you will not, in connection with the offering and sale of the Securities in the Offering, give, send, or otherwise convey to any prospective purchaser or any purchaser of the Securities or other person
not in your employ any written communication (as defined in Rule 405 under the 1933 Act) other than: </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:9%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i)&nbsp;&nbsp;&nbsp;&nbsp;any Preliminary Prospectus, Prospectus, Preliminary Offering Circular, or Offering Circular, </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:9%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii)&nbsp;&nbsp;&nbsp;&nbsp;(A) written confirmations and notices of allocation delivered to your customers in accordance with
Rules 172 or 173 under the 1933 Act, and written communications based on the exemption provided by Rule 134 under the 1933 Act, and (B)&nbsp;in the case of Offerings not registered under the 1933 Act, such written communications (1)&nbsp;as would be
permitted by Section&nbsp;3.3(v)(D)(1) below were such Offering registered under the 1933 Act, or (2)&nbsp;that the Manager or Underwriting Agreement may permit; <I>provided, however</I>, that such written communication under this clause
(B)&nbsp;would not have otherwise constituted &#147;<B>Issuer Information</B>&#148; as defined below, or would have qualified for the exemption provided by Rule 134 under the 1933 Act, in each case, if such communication had been furnished in the
context of a Registered Offering (&#147;<B>Supplemental Materials</B>&#148;), </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:9%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iii)&nbsp;&nbsp;&nbsp;&nbsp;any
&#147;issuer free writing prospectus&#148; (as defined in Rule 433(h) under the 1933 Act, an &#147;<B>Issuer Free Writing Prospectus</B>&#148;), the issuance or use of which has been permitted or consented to by the Issuer and the Manager, </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:9%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iv)&nbsp;&nbsp;&nbsp;&nbsp;information contained in any computational materials, or in the case of an Offering of asset backed
securities, the ABS Underwriter Derived Information, or any other offering materials not constituting a Free Writing Prospectus concerning the Offering, the Issuer, the Guarantor, or the Seller, in each case, prepared by or with the permission of
the Manager for use by the Underwriters in connection with the Offering, and, in the case of a Registered Offering, filed (if required) with the Commission or FINRA, as applicable, </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:9%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(v)&nbsp;&nbsp;&nbsp;&nbsp;a Free Writing Prospectus prepared by or on behalf of, or used or referred to by, an Underwriter in
connection with the Offering, so long as: (A) such Free Writing Prospectus is not required to be filed with the Commission, (B) the proposed use of such Free Writing Prospectus is permitted 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">7 </P>


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Underwriting Agreement, (C)&nbsp;such Free Writing Prospectus complies with the legending condition of Rule 433 under the 1933 Act, and you comply with the record-keeping condition of Rule 433,
and (D)&nbsp;(1) such Free Writing Prospectus contains only information describing the preliminary terms of the Securities and other pricing data<SUP STYLE="font-size:85%; vertical-align:top">2</SUP> that is not &#147;<B>Issuer Information</B>&#148;
(as defined in Rule 433(h) under the 1933 Act, including footnote 271 of the Securities Offering Reform Release), or (2)&nbsp;the Issuer has agreed in the Underwriting Agreement to file a final term sheet under Rule 433 within the time period
necessary to avoid a requirement for any Underwriter to file the Free Writing Prospectus to be used by such Underwriter, and the Free Writing Prospectus used by such Underwriter contains only information describing the terms of the Securities or
their offering that is included in such final term sheet of the Issuer and other pricing data that is not Issuer Information (a Free Writing Prospectus meeting the requirements of (A) through (D)&nbsp;above is referred to herein as an
&#147;<B>Underwriter Free Writing</B> <B>Prospectus</B>&#148;). Without limiting the foregoing, any Underwriter Free Writing Prospectus that you use or refer to will not be distributed by you or on your behalf in a manner reasonably designed to lead
to its broad unrestricted dissemination. You will comply in all material respects with the applicable requirements of the 1933 Act and the rules and regulations thereunder in connection with your use of any Underwriter Free Writing Prospectus, </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:9%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(vi)&nbsp;&nbsp;&nbsp;&nbsp;any written communication prepared by or on behalf of, or used or referred to by, the Issuer, the
conveyance of which by you in reliance on Section&nbsp;5(d) of the 1933 Act has been permitted or consented to by the Issuer and the Manager (a &#147;<B>Written
<FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">Testing-the-Waters</FONT></FONT> Communication</B>&#148;), so long as (A)&nbsp;you convey any such Written
<FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">Testing-the-Waters</FONT></FONT> Communication solely to entities that are qualified institutional buyers within the meaning of Rule 144A under the 1933 Act or institutions that are
accredited investors within the meaning of Rule 501 under the 1933 Act, and (B)&nbsp;you otherwise comply with the requirements of Section&nbsp;5(d) of the 1933 Act, and </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:9%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(vii)&nbsp;&nbsp;&nbsp;&nbsp;any written communication not otherwise permitted under clauses (i)&nbsp;&nbsp;&nbsp;&nbsp;through
(vi)&nbsp;above, the conveyance of which by you has been permitted or consented to by the Manager (a &#147;<B>Manager-Approved Communication</B>&#148;). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>3.4.</I></B>&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Institutional and Retail Sales. </I></B>You authorize the Manager to sell to
institutions<B><I> </I></B>and retail purchasers such Securities purchased by you pursuant to the Underwriting Agreement as the Manager will determine. The Selling Concession on any such sales will be credited to the accounts of the Underwriters as
the Manager will determine. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>3.5.</I></B>&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Sales to Dealers. </I></B>You authorize the Manager to sell
to Dealers (as defined<B><I> </I></B>below) such Securities purchased by you pursuant to the Underwriting Agreement as the Manager will determine. A &#147;<B>Dealer</B>&#148; will be a person who is: (a)&nbsp;a broker or dealer (as defined </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:10pt" 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:10pt; font-family:Times New Roman; " ALIGN="left">Meant to permit disclosure of <FONT STYLE="white-space:nowrap">non-Issuer</FONT> related information, such as
benchmark Treasury rate, in preliminary term sheets or price talk. </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">8 </P>


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by FINRA) actually engaged in the investment banking or securities business, and (i)&nbsp;a member in good standing of FINRA, or (ii)&nbsp;a <FONT STYLE="white-space:nowrap">non-U.S.</FONT> bank,
broker, dealer, or other institution not eligible for membership in FINRA that, in the case of either clause (a)(i) or (a)(ii), makes the representations and agreements applicable to such institutions contained in Section&nbsp;10.5 hereof, or
(b)&nbsp;in the case of Offerings of Securities that are exempt securities under Section&nbsp;3(a)(12) of the Securities Exchange Act of 1934 (the &#147;<B>1934 Act</B>&#148;), and such other Securities as from time to time may be sold by a
&#147;bank&#148; (as defined in Section&nbsp;3(a)(6) of the 1934 Act (a &#147;<B>Bank</B>&#148;)), a Bank that is not a member of FINRA and that makes the representations and agreements applicable to such institutions contained in Section&nbsp;10.5
hereof. If the price for any such sales by the Manager to Dealers exceeds an amount equal to the Offering Price less the Selling Concession set forth in the applicable AAU, the amount of such excess, if any, will be credited to the accounts of the
Underwriters as the Manager will determine. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>3.6.</I></B>&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Direct Sales. </I></B>The Manager will advise
you promptly, on the Offering Date, as to<B><I> </I></B>the Securities purchased by you pursuant to the Underwriting Agreement that you will retain for direct sale. At any time prior to the termination of the applicable AAU, any such Securities that
are held by the Manager for sale but not sold may, on your request and at the Manager&#146;s discretion, be released to you for direct sale, and Securities so released to you will no longer be deemed held for sale by the Manager. You may allow, and
Dealers may reallow, a discount on sales to Dealers in an amount not in excess of the Reallowance set forth in the applicable AAU. You may not purchase Securities from, or sell Securities to, any other Underwriter or Dealer at any discount or
concession other than the Reallowance, except with the prior consent of the Manager. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>3.7.</I></B>&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Release of Unsold Securities. </I></B>From time to time prior to the termination of the<B><I>
</I></B>applicable AAU, at the request of the Manager, you will advise the Manager of the number or amount of Securities remaining unsold which were retained by or released to you for direct sale, and of the number or amount of Securities and Other
Securities (as defined below) purchased for your account remaining unsold which were delivered to you pursuant to Article V hereof or pursuant to any Intersyndicate Agreement, and, on the request of the Manager, you will release to the Manager any
such Securities and Other Securities remaining unsold: (a)&nbsp;for sale by the Manager to institutions, Dealers, or retail purchasers, (b)&nbsp;for sale by the Issuer or Seller pursuant to delayed delivery contracts, or (c)&nbsp;if, in the
Manager&#146;s opinion, such Securities or Other Securities are needed to make delivery against sales made pursuant to Article V hereof or any Intersyndicate Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>3.8.</I></B>&nbsp;&nbsp;&nbsp;&nbsp;<B><I>International Offerings. </I></B>In the case of an International Offering, you authorize<B><I>
</I></B>the Manager: (i)&nbsp;to make representations on your behalf as set forth in any Intersyndicate Agreement, and (ii)&nbsp;to purchase or sell for your account pursuant to the Intersyndicate Agreement: (a)&nbsp;Securities, (b) any other
securities of the same class and series, or any securities into which the Securities may be converted or for which the Securities may be exchanged or exercised, and (c)&nbsp;any other securities designated in the applicable AAU or applicable
Intersyndicate Agreement (the securities referred to in clauses (b)&nbsp;and (c) above being referred to collectively as the &#147;<B>Other Securities</B>&#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">9 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>IV. DELAYED DELIVERY CONTRACTS </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>4.1.</I></B>&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Arrangements for Sales. </I></B>Arrangements for sales of Contract Securities will be<B><I>
</I></B>made only through the Manager acting either directly or through Dealers (including Underwriters acting as Dealers), and you authorize the Manager to act on your behalf in making such arrangements. The aggregate number or amount of Securities
to be purchased by the several Underwriters will be reduced by the respective number or amounts of Contract Securities attributed to such Underwriters as hereinafter provided. Subject to the provisions of Section&nbsp;4.2 hereof, the aggregate
number or amount of Contract Securities will be attributed to the Underwriters as nearly as practicable in proportion to their respective Underwriting Percentages, except that, as determined by the Manager in its discretion: (a)&nbsp;Contract
Securities directed and allocated by a purchaser to specific Underwriters will be attributed to such Underwriters, and (b) Contract Securities for which arrangements have been made for sale through Dealers will be attributed to each Underwriter
approximately in the proportion that Securities of such Underwriter held by the Manager for sales to Dealers bear to all Securities so held. The fee with respect to Contract Securities payable to the Manager for the accounts of the Underwriters
pursuant to the Underwriting Agreement will be credited to the accounts of the respective Underwriters in proportion to the Contract Securities attributed to such Underwriters pursuant to the provisions of this Section&nbsp;4.1, less, in the case of
each Underwriter, the concession to Dealers on Contract Securities sold through Dealers and attributed to such Underwriter. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>4.2.&nbsp;&nbsp;&nbsp;&nbsp;Excess Sales. </I></B>If the number or amount of Contract Securities attributable to an<B><I>
</I></B>Underwriter pursuant to Section&nbsp;4.1 hereof would exceed such Underwriter&#146;s Original Underwriting Obligation reduced by the number or amount of Underwriters&#146; Securities sold by or on behalf of such Underwriter, such excess will
not be attributed to such Underwriter, and such Underwriter will be regarded as having acted only as a Dealer with respect to, and will receive only the concession to Dealers on, such excess. </P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>V. PURCHASE AND SALE OF SECURITIES </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>5.1.</I></B>&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Facilitation of Distribution. </I></B>In order to facilitate the distribution and sale of
the<B><I> </I></B>Securities, you authorize the Manager to buy and sell Securities and any Other Securities, in addition to Securities sold pursuant to Article III hereof, in the open market or otherwise (including, without limitation, pursuant to
any Intersyndicate Agreement), for long or short account, on such terms as it may deem advisable, and to over-allot in arranging sales. Such purchases and sales and over-allotments will be made for the accounts of the several Underwriters as nearly
as practicable to their respective Underwriting Percentages or, in the case of an International Offering, such purchases and sales will be for such accounts as set forth in the applicable Intersyndicate Agreement. Any Securities or Other Securities
which may have been purchased by the Manager for stabilizing purposes in connection with the Offering prior to the acceptance of the applicable AAU will be treated as having been purchased pursuant to this Section&nbsp;5.1 for the accounts of the
several Underwriters or, in the case of an International Offering, for such accounts as are set forth in the applicable Intersyndicate Agreement. Your net commitment pursuant to the foregoing authorization will not exceed at the close of business on
any day an amount equal to 20% of your Underwriting Percentage of the aggregate initial Offering Price of the Firm Securities, it being understood that, in calculating such net commitment, the initial Offering Price will be used with respect to the
Securities so purchased 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">10 </P>


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sold and, in the case of all Other Securities, will be the purchase price thereof. For purposes of determining your net commitment for short account (<I>i.e.</I>, &#147;naked short&#148;), any
short position that can be covered with: (a)&nbsp;Securities that may be purchased upon exercise of any option to purchase Additional Securities, (b)&nbsp;in the case of an International Offering, any Securities or Other Securities that the Manager
has agreed to purchase for your account pursuant to any applicable Intersyndicate Agreement, and (c)&nbsp;Securities that may be purchased pursuant to a forward sale contract or similar arrangement with the Issuer or any selling security holder in
the Offering, will be disregarded. On demand you will take up and pay for any Securities or Other Securities so purchased for your account and any Securities released to you pursuant to Section&nbsp;3.7 hereof, and will deliver to the Manager
against payment any Securities or Other Securities so sold or over-allotted for your account or released to you. The Manager will notify you if it engages in any stabilization transaction in accordance with Rule
<FONT STYLE="white-space:nowrap">17a-2</FONT> under the 1934 Act, and will notify you of the date of termination of stabilization. You will not stabilize or engage in any syndicate covering transaction (as defined in Rule 100 of Regulation M under
the 1934 Act (&#147;<B>Regulation M</B>&#148;)) in connection with the Offering without the prior consent of the Manager. You will provide to the Manager any reports required of you pursuant to Rule <FONT STYLE="white-space:nowrap">17a-2</FONT> of
the 1934 Act not later than the date specified therein. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>5.2.</I></B>&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Penalty With Respect to
Securities Repurchased by the Manager. </I></B>If pursuant to<B><I> </I></B>the provisions of Section&nbsp;5.1 hereof and prior to the termination of the Manager&#146;s authority to cover any short position incurred under the applicable AAU or such
other date as the Manager may specify in a Wire, either: (a)&nbsp;the Manager purchases or contracts to purchase for the account of any Underwriter in the open market or otherwise any Securities which were retained by, or released to, you for direct
sale or any Securities sold pursuant to Section&nbsp;3.4 hereof for which you received a portion of the Selling Concession set forth in the applicable AAU, or any Securities which may have been issued on transfer or in exchange for such Securities,
and which Securities were therefore not effectively placed for investment, or (b)&nbsp;if the Manager has advised you by Wire that trading in the Securities will be reported to the Manager pursuant to the &#147;Initial Public Offering Tracking
System&#148; of The Depository Trust Company (&#147;<B>DTC</B>&#148;) and the Manager determines, based on notices from DTC, that your customers sold a number or amount of Securities during any day that exceeds the number or amount previously
notified to you by Wire, then you authorize the Manager either to charge your account with an amount equal to such portion of the Selling Concession set forth in the applicable AAU received by you with respect to such Securities or, in the case of
clause (b), such Securities as exceed the number or amount specified in such Wire, or to require you to repurchase such Securities or, in the case of clause (b), such Securities as exceed the number or amount specified in such Wire, at a price equal
to the total cost of such purchase, including transfer taxes, accrued interest, dividends, and commissions, if any. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>5.3.</I></B>&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Compliance with Regulation M. </I></B>You represent that, at all times since you were<B><I>
</I></B>invited to participate in the Offering, you have complied with the provisions of Regulation M applicable to the Offering, in each case as interpreted by the Commission and after giving effect to any applicable exemptions. If you have been
notified in a Wire that the Underwriters may conduct passive market making in compliance with Rule 103 of Regulation M in connection with the Offering, you represent that, at all times since your receipt of such Wire, you have complied with the
provisions of such Rule applicable to such Offering, as interpreted by the Commission and after giving effect to any applicable exemptions. You will comply with any additional provisions of Regulation M if and to the extent set forth in the
Invitation Wire or other Wire. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>5.4.&nbsp;&nbsp;&nbsp;&nbsp;Standby Underwritings</I></B><I>.</I><B><I> </I></B>You
authorize the Manager in its discretion, at any time<B><I> </I></B>on, or from time to time prior to, the expiration of the conversion right of convertible securities identified in the applicable AAU in the case of securities called for redemption,
or the expiration of rights to acquire securities in the case of rights offerings, for which, in either case, standby underwriting arrangements have been made: (i)&nbsp;to purchase convertible securities or rights to acquire Securities for your
account, in the open market or otherwise, on such terms as the Manager determines, and to convert convertible securities or exercise rights so purchased; and (ii)&nbsp;to offer and sell the underlying common stock or depositary shares for your
account, in the open market or otherwise, for long or short account (for purposes of such commitment, such common stock or depositary shares being considered the equivalent of convertible securities or rights), on such terms consistent with the
terms of the Offering set forth in the Prospectus or Offering Circular as the Manager determines. On demand, you will take up and pay for any securities so purchased for your account or you will deliver to the Manager against payment any securities
so sold, as the case may be. During such period, you may offer and sell the underlying common stock or depositary shares, but only at prices set by the Manager from time to time, and any such sales will be subject to the Manager&#146;s right to sell
to you the underlying common stock or depositary shares as above provided and to the Manager&#146;s right to reserve your securities purchased, received, or to be received upon conversion. You agree not to otherwise bid for, purchase, or attempt to
induce others to purchase or sell, directly or indirectly, any convertible securities or rights or underlying common stock or depositary shares, <I>provided</I>, <I>however</I>, that no Underwriter will be prohibited from: (a)&nbsp;selling
underlying common stock owned beneficially by such Underwriter on the day the convertible securities were first called for redemption, (b)&nbsp;converting convertible securities owned beneficially by such Underwriter on such date or selling
underlying common stock issued upon conversion of convertible securities so owned, (c)&nbsp;exercising rights owned beneficially by such Underwriter on the record date for a rights offering, or selling the underlying common stock or depositary
shares issued upon exercise of rights so owned, or (d)&nbsp;purchasing or selling convertible securities or rights or underlying common stock or depositary shares as a broker pursuant to unsolicited orders. </P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>VI. PAYMENT AND SETTLEMENT </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">You will deliver to the Manager on the date and at the place and time specified in the applicable AAU (or on such later date and at such place
and time as may be specified by the Manager in a subsequent Wire) the funds specified in the applicable AAU, payable to the order of Morgan Stanley&nbsp;&amp; Co. LLC, for: (a)&nbsp;an amount equal to the Offering Price plus (if not included in the
Offering Price) accrued interest, amortization of original issue discount or dividends, if any, specified in the Prospectus or Offering Circular, less the applicable Selling Concession in respect of the Firm Securities to be purchased by you,
(b)&nbsp;an amount equal to the Offering Price plus (if not included in the Offering Price) accrued interest, amortization of original issue discount or dividends, if any, specified in the Prospectus or Offering Circular, less the applicable Selling
Concession in respect of such of the Firm Securities to be purchased by you as will have been retained by or released to you for direct sale as contemplated by Section&nbsp;3.6 hereof, or (c)&nbsp;the amount set forth or indicated in the applicable
AAU, as the Manager will advise. You will make similar payment as the Manager may direct for Additional Securities, if </P>
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any, to be purchased by you on the date specified by the Manager for such payment. The Manager will make payment to the Issuer or Seller against delivery to the Manager for your account of the
Securities to be purchased by you, and the Manager will deliver to you the Securities paid for by you which will have been retained by or released to you for direct sale. If the Manager determines that transactions in the Securities are to be
settled through DTC or another clearinghouse facility and payment in the settlement currency is supported by such facility, payment for and delivery of Securities purchased by you will be made through such facilities, if you are a participant, or,
if you are not a participant, settlement will be made through your ordinary correspondent who is a participant. </P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>VII. EXPENSES </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>7.1.</I></B>&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Management Fee</I></B>. You authorize the Manager to charge your account as<B><I>
</I></B>compensation for the Manager&#146;s and <FONT STYLE="white-space:nowrap">Co-Managers&#146;</FONT> services in connection with the Offering, including the purchase from the Issuer or Seller of the Securities, as the case may be, and the
management of the Offering, the amount, if any, set forth as the management fee, global coordinators&#146; fee, praecipium, or other similar fee in the applicable AAU. Such amount will be divided among the Manager and any <FONT
STYLE="white-space:nowrap">Co-Managers</FONT> named in the applicable AAU as they may determine. Each Underwriter acknowledges that such fees are being paid by the Underwriters, and are not a benefit received directly or indirectly from the Issuer
of the type referred to in Section&nbsp;11(e) of the 1933 Act. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>7.2.</I></B>&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Offering Expenses.
</I></B>You authorize the Manager to charge your account with your<B><I> </I></B>Underwriting Percentage of all expenses agreed to be paid by the Underwriters in the Underwriting Agreement and all expenses of a general nature incurred by the Manager
and <FONT STYLE="white-space:nowrap">Co-Managers</FONT> under the applicable AAU in connection with the Offering, including the negotiation and preparation thereof, or in connection with the purchase, carrying, marketing, sale and distribution of
any securities under the applicable AAU and any Intersyndicate Agreement, including, without limitation, legal fees and expenses, transfer taxes, costs associated with approval of the Offering by FINRA, and the costs of currency transactions
(including forward and hedging currency transactions) or, if permitted pursuant to Section&nbsp;3.1 hereof, any other forward or hedging transactions (including interest rate swaps) entered into to facilitate settlement of the purchase of Securities
permitted hereunder. </P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>VIII. MANAGEMENT OF SECURITIES AND FUNDS </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>8.1.</I></B>&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Advances; Loans; Pledges.</I></B><B><I> </I></B>You authorize the Manager to advance the
Manager&#146;s own funds for your account, charging current interest rates, and to arrange loans for your account for the purpose of carrying out the provisions of the applicable AAU and any Intersyndicate Agreement, and in connection therewith, to
hold or pledge as security therefor all or any securities which the Manager may be holding for your account under the applicable AAU and any Intersyndicate Agreement, to execute and deliver any notes or other instruments evidencing such advances or
loans, and to give all instructions to the lenders with respect to any such loans and the proceeds thereof. The obligations of the Underwriters under loans arranged on their behalf will be several in proportion to their respective Original
Underwriting Obligations, and not joint. Any lender is authorized to accept the Manager&#146;s instructions as to the disposition of the proceeds of any such loans. In the event of any such advance or loan, repayment thereof will, in the discretion
of the Manager, be effected prior to making any remittance or delivery pursuant to Section&nbsp;8.2, 8.3, or 9.2 hereof. </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>8.2.</I></B>&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Return of Amount Paid for Securities. </I></B>Out
of payment received by the Manager<B><I> </I></B>for Securities sold for your account which have been paid for by you, the Manager will remit to you promptly an amount equal to the price paid by you for such Securities. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>8.3.</I></B>&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Delivery and Redelivery of Securities for Carrying Purposes. </I></B>The Manager may<B><I>
</I></B>deliver to you from time to time prior to the termination of the applicable AAU pursuant to Section&nbsp;9.1 hereof against payment, for carrying purposes only, any Securities or Other Securities purchased by you under the applicable AAU or
any Intersyndicate Agreement which the Manager is holding for sale for your account but which are not sold and paid for. You will redeliver to the Manager against payment any Securities or Other Securities delivered to you for carrying purposes at
such times as the Manager may demand. </P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>IX. TERMINATION; INDEMNIFICATION; CONTRIBUTION; SETTLEMENT </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>9.1. Termination. </I></B>Each AAU will terminate at the close of business on the later of:<B><I> </I></B>(a) the date on which the
Underwriters pay the Issuer or Seller for the Securities, and (b) 45 calendar days after the applicable Offering Date, unless sooner terminated by the Manager. The Manager may at its discretion by notice to you prior to the termination of such AAU
alter any of the terms or conditions of the Offering to the extent permitted by Articles III and IV hereof, or terminate or suspend the effectiveness of Article V hereof, or any part thereof. No termination or suspension pursuant to this paragraph
will affect the Manager&#146;s authority under Section&nbsp;3.1 hereof to take actions in respect of the Offering or under Article V hereof to cover any short position incurred under such AAU or in connection with covering any such short position to
require you to repurchase Securities as specified in Section&nbsp;5.2 hereof. For the avoidance of doubt, unless otherwise agreed in a Wire or an Intersyndicate Agreement, the Manager&#146;s authority to purchase Securities or Other Securities, for
long account, pursuant to Section&nbsp;5.1 hereof, will terminate or be suspended upon the termination or suspension, as the case may be, of the applicable AAU (or any provision and or term thereof in respect of trading, price or offering
restrictions as set forth in a Wire that is sent by the Manager following the time the Securities are released for sale to purchasers) or Article V or Section&nbsp;5.1 hereof pursuant to this paragraph. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>9.2.</I></B>&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Delivery or Sale of Securities; Settlement of Accounts. </I></B>Upon termination of<B><I>
</I></B>each AAU, or prior thereto at the Manager&#146;s discretion, the Manager will deliver to you any Securities paid for by you pursuant to Article VI hereof and held by the Manager for sale pursuant to Section&nbsp;3.4 or 3.5 hereof but not
sold and paid for and any Securities or Other Securities that are held by the Manager for your account pursuant to the provisions of Article V hereof or any Intersyndicate Agreement. Notwithstanding the foregoing, at the termination of such AAU, if
the aggregate initial Offering Price of any such Securities and the aggregate purchase price of any Other Securities so held and not sold and paid for does not exceed an amount equal to 20% of the aggregate initial Offering Price of the Securities,
the Manager may, in its discretion, sell such Securities and Other Securities for the accounts of the several Underwriters, at such prices, on such terms, at such times, and in such manner as it may determine. Within the period specified by
applicable FINRA Rules or, if no period is so specified, as soon as practicable after termination of such AAU, your account will be settled 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">14 </P>


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paid. The Manager may reserve from distribution such amount as the Manager deems advisable to cover possible additional expenses. The determination by the Manager of the amount so to be paid to
or by you will be final and conclusive. Any of your funds under the Manager&#146;s control may be held with the Manager&#146;s general funds without accountability for interest. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Notwithstanding any provision of this Master AAU other than Section&nbsp;10.12 hereof, upon termination of each AAU, or prior thereto at the
Manager&#146;s discretion, the Manager may: (i) allocate to the accounts of the Underwriters the expenses described in Section&nbsp;7.2 hereof and any losses incurred upon the sale of Securities or Other Securities pursuant to the applicable AAU or
any Intersyndicate Agreement (including any losses incurred upon the sale of securities referred to in Section&nbsp;5.4(ii) hereof), (ii) deliver to the Underwriters any unsold Securities or Other Securities purchased pursuant to Section&nbsp;5.1
hereof or any Intersyndicate Agreement, and (iii)&nbsp;deliver to the Underwriters any unsold Securities purchased pursuant to the applicable Underwriting Agreement, in each case in the Manager&#146;s discretion. The only limitations on such
discretion will be as follows: (a)&nbsp;no Underwriter that is not the Manager or a <FONT STYLE="white-space:nowrap">Co-Manager</FONT> will bear more than its share of such expenses, losses, or Securities (such share will not exceed such
Underwriter&#146;s Underwriting Percentage and will be determined <I>pro rata</I> among all such Underwriters based on their Underwriting Percentages), (b) no such Underwriter will receive Securities that, together with any Securities purchased by
such Underwriter pursuant to Article VI (but excluding any Securities that such Underwriter is required to repurchase pursuant to Section&nbsp;5.2 hereof) exceed such Underwriter&#146;s Original Underwriting Obligation, and (c)&nbsp;no <FONT
STYLE="white-space:nowrap">Co-Manager</FONT> will bear more than its share of such expenses, losses, or Securities (such share to be determined <I>pro rata</I> among the Manager and all <FONT STYLE="white-space:nowrap">Co-Managers</FONT> based on
their Underwriting Percentages). If any Securities or Other Securities returned to you pursuant to clause (ii)&nbsp;or (iii) above were not paid for by you pursuant to Article VI hereof, you will pay to the Manager an amount per security equal to
the amount set forth in clause (i)&nbsp;of Article VI, in the case of Securities returned to you pursuant to clause (iii)&nbsp;above, or the purchase price of such securities, in the case of Securities or Other Securities returned to you pursuant to
clause (ii)&nbsp;above. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>9.3.&nbsp;&nbsp;&nbsp;&nbsp;Certain Other Expenses. </I></B>You will pay your Underwriting Percentage of:
(i)&nbsp;all<B><I> </I></B>expenses incurred by the Manager in investigating, preparing to defend, and defending against any action, claim, or proceeding which is asserted, threatened, or instituted by any party, including any governmental or
regulatory body (each, an &#147;<B>Action</B>&#148;), relating to: (A)&nbsp;the Registration Statement, any Preliminary Prospectus or Prospectus (and any amendment or supplement thereto), any Preliminary Offering Circular or Offering Circular (and
any amendment or supplement thereto), any Supplemental Materials, any Issuer Free Writing Prospectus, any Written <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">Testing-the-Waters</FONT></FONT> Communication, and any ABS
Underwriter Derived Information used by any Underwriter other than the Manager, (B)&nbsp;the violation of any applicable restrictions on the offer, sale, resale, or purchase of Securities or Other Securities imposed by U.S. Federal or state laws or <FONT
STYLE="white-space:nowrap">non-U.S.</FONT> laws and the rules and regulations of any regulatory body promulgated thereunder or pursuant to the terms of the applicable AAU, the Underwriting Agreement, or any Intersyndicate Agreement, and (C)&nbsp;any
claim that the Underwriters constitute a partnership, an association, or an unincorporated business or other separate entity, and (ii)&nbsp;any Losses (as defined in Section&nbsp;9.4 hereof) incurred by the Manager in respect of any such Action,
whether such Loss will be the result of a judgment or arbitrator&#146;s determination or as a result of any settlement agreed to by the Manager. Notwithstanding the foregoing, you will not be required to pay your Underwriting Percentage of any such
expense or liability: (1)&nbsp;to the extent </P>
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that such expense or liability was caused by the Manager&#146;s gross negligence or willful misconduct as determined in a final judgment of a court of competent jurisdiction; (2)&nbsp;as to
which, and to the extent, the Manager actually receives (a)&nbsp;indemnity pursuant to Section&nbsp;9.4 hereof, (b)&nbsp;contribution pursuant to Section&nbsp;9.5 hereof, (c)&nbsp;indemnity or contribution pursuant to the Underwriting Agreement, or
(d)&nbsp;damages from an Underwriter for breach of its representations, warranties, agreements, or covenants contained in the applicable AAU; or (3)&nbsp;of the Manager (other than fees of Syndicate Counsel) that relates to a settlement entered into
by the Manager on a basis that results in a settlement of such Action against it and fewer than all the Underwriters<B><I>.</I></B> None of the foregoing provisions of this Section&nbsp;9.3 will relieve any defaulting or breaching Underwriter from
liability for its defaults or breach. Failure of any party to give notice under Section&nbsp;9.10 hereof will not relieve any Underwriter of an obligation to pay expenses pursuant to the provisions of this Section&nbsp;9.3. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>9.4.&nbsp;&nbsp;&nbsp;&nbsp;Indemnification. </I></B>Notwithstanding any settlement or the termination of the<B><I> </I></B>applicable
AAU, you agree to indemnify and hold harmless each other Underwriter and each person, if any, who controls any such Underwriter within the meaning of either Section&nbsp;15 of the 1933 Act or Section&nbsp;20 of the 1934 Act (each, an
&#147;<B>Indemnified Party</B>&#148;), to the extent and upon the terms which you agree to indemnify and hold harmless any of the Issuer, the Guarantor, the Seller, any person controlling the Issuer, the Guarantor, the Seller, its directors, and, in
the case of a Registered Offering, its officers who signed the Registration Statement and, in the case of an Offering other than a Registered Offering, its officers, in each case as set forth in the Underwriting Agreement. You further agree to
indemnify and hold harmless each Indemnified Party from and against any and all losses, claims, damages, liabilities, and expenses not reimbursed pursuant to Section&nbsp;9.3 hereof (collectively, &#147;<B>Losses</B>&#148;) related to, arising out
of, or in connection with the breach or violation by you of the terms of Section&nbsp;3.3 hereof, including any and all Losses under Section&nbsp;5 of the 1933 Act, and any litigation, investigation, and proceeding (collectively,
&#147;<B>Litigation</B>&#148;) relating to any of the foregoing. You will also reimburse each such Indemnified Party upon demand for all expenses, including fees and expenses of counsel, as they are incurred, in connection with investigating,
preparing for, or defending any of the foregoing. You will indemnify and hold harmless each Indemnified Party from and against any and all Losses related to, arising out of, or in connection with, any untrue statement or alleged untrue statement of
a material fact contained in any Underwriter Free Writing Prospectus, Manager-Approved Communication or Supplemental Material used by you, or any research report in the form of a written communication (as defined in Rule 405 under the 1933 Act) used
by you in reliance upon the penultimate sentence of Section&nbsp;2(a)(3) of the 1933 Act prior to completion of the distribution of an initial public offering (a &#147;<B>Written Research Report</B>&#148;), or any omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and any Litigation relating to any of the foregoing, and to reimburse each such Indemnified Party upon demand for all expenses,
including fees and expenses of counsel, as they are incurred, in connection with investigating, preparing for, or defending any of the foregoing. In addition, you will indemnify and hold harmless each Indemnified Party from and against any and all
Losses related to, arising out of, or in connection with any untrue statement or alleged untrue statement of a material fact contained in any ABS Underwriter Derived Information used by you, or any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements therein not misleading, and any Litigation relating to any of the foregoing, and to reimburse each such Indemnified Party upon demand for all expenses, including fees
and expenses of counsel, as they </P>
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are incurred, in connection with investigating, preparing for, or defending any of the foregoing; <I>provided</I>,<I> however</I>, that any Losses, joint or several, paid or incurred by any
Underwriter, arising<I> </I>out of or based upon any ABS Underwriter Derived Information which was used only by such Underwriter, or in connection with the preparation of which an Underwriter is found to have acted with gross negligence or willful
misconduct in a final judgment of a court of competent jurisdiction, will be paid solely by such Underwriter. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Each Underwriter will
further indemnify and hold harmless any investment banking firm identified in a Wire as the qualified independent underwriter as defined in FINRA Rule 5121 or any successor rule thereto (in such capacity, a &#147;<B>QIU</B>&#148;) for an Offering
and each person, if any, who controls such QIU within the meaning of either Section&nbsp;15 of the 1933 Act or Section&nbsp;20 of the 1934 Act, from and against any and all Losses related to, arising out of, or in connection with such investment
banking firm&#146;s activities as QIU for the Offering. Each Underwriter will reimburse such QIU for all expenses, including fees and expenses of counsel, as they are incurred, in connection with investigating, preparing for, and defending any
Action related to, arising out of, or in connection with such QIU&#146;s activities as a QIU for the Offering. Each Underwriter will be responsible for its Underwriting Percentage of any amount due to such QIU on account of the foregoing indemnity
and reimbursement. Such QIU will have no additional liability to any Underwriter or otherwise as a result of its serving as QIU in connection with the Offering. To the extent the indemnification provided to a QIU under this Section&nbsp;9.4 is
unavailable to such QIU or is insufficient in respect of any Losses related thereto, whether as a matter of law or public policy or as a result of the default of any Underwriter in performing its obligations under this Section&nbsp;9.4, each other
Underwriter will contribute to the amount paid or payable by such QIU as a result of such Losses related thereto in proportion to its Underwriting Percentage. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">For the avoidance of doubt, references to an &#147;Underwriter&#148; or &#147;you&#148; in this Section&nbsp;9.4 shall include the Manager in
its role as an Underwriter. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>9.5.&nbsp;&nbsp;&nbsp;&nbsp;Contribution. </I></B>Notwithstanding any settlement or the termination of
the<B><I> </I></B>applicable AAU, you will pay upon request of the Manager, as contribution, your Underwriting Percentage of any Losses, joint or several, paid or incurred by any Indemnified Party to any person other than an Indemnified Party,
arising out of or in connection with the breach or violation of the terms of Section&nbsp;3.3 hereof, including any and all Losses under Section&nbsp;5 of the 1933 Act, and any Litigation relating to the foregoing. Further, you will pay upon request
of the Manager, as contribution, your Underwriting Percentage of any Losses, joint or several, paid or incurred by any Indemnified Party to any person other than an Indemnified Party, arising out of or in connection with any untrue statement or
alleged untrue statement of a material fact contained in the Registration Statement, any Preliminary Prospectus or Prospectus (and any amendment or supplement thereto), any Preliminary Offering Circular or Offering Circular (and any amendment or
supplement thereto), any Supplemental Materials, any Issuer Free Writing Prospectus, any Written <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">Testing-the-Waters</FONT></FONT> Communication, any other materials prepared or used
by an Underwriter in accordance with Section&nbsp;3.3 hereof, or any Underwriter Free Writing Prospectus, Manager-Approved Communication or Written Research Report or the omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading (other than an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with 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">17 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
furnished to the Company In Writing by the Underwriter on whose behalf the request for contribution is being made expressly for use therein), or any act or omission to act or any alleged act or
omission to act by the Manager or, if applicable, a Representative, as the Manager or a Representative, in connection with any transaction contemplated by this Agreement or undertaken in preparing for the purchase, sale, and delivery of the
Securities (provided, that you will not be required to pay in any such case to the extent that any such Loss resulted from the Manager&#146;s or such Representative&#146;s gross negligence or willful misconduct as determined in a final judgment of a
court of competent jurisdiction), and your Underwriting Percentage of any legal or other expenses, including fees and expenses of counsel, as they are incurred, reasonably incurred by the Indemnified Party (with the approval of the Manager) on whose
behalf the request for contribution is being made in connection with investigating or defending any such Loss or any action in respect thereof; <I>provided</I>, <I>however</I>, that no request will be made on behalf of any Indemnified Party guilty
of fraudulent misrepresentation (within the meaning of Section&nbsp;11(f) of the 1933 Act) from any Indemnified Party who was not guilty of such fraudulent misrepresentation (within the meaning of Section&nbsp;11(f) of the 1933 Act);
<I>provided</I>, <I>further</I>, that any Losses, joint or several, paid or incurred by any Indemnified Party, arising out of or based upon an Underwriter&#146;s Underwriter Free Writing Prospectus, Manager-Approved Communication, Written Research
Report or Supplemental Material, will be paid by only the Underwriters that used such Underwriter Free Writing Prospectus, Manager-Approved Communication, Written Research Report or Supplemental Material, as the case may be (the
&#147;<B>Contributing Underwriters</B>&#148;), and the amount to be paid by each Contributing Underwriter will be determined <I>pro rata</I> among the Contributing Underwriters based on their Underwriting Percentages. None of the foregoing
provisions of this Section&nbsp;9.5 will relieve any defaulting or breaching Underwriter from liability for its defaults or breach. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In
addition, you will pay upon request of the Manager, as contribution, your Underwriting Percentage of any Losses, joint or several, paid or incurred by any Indemnified Party to any person other than an Indemnified Party, arising out of or in
connection with any untrue statement or alleged untrue statement of a material fact contained in any ABS Underwriter Derived Information, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary
to make the statements therein not misleading (other than an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with information furnished to the Company In Writing by the Underwriter
on whose behalf the request for contribution is being made expressly for use therein) and your Underwriting Percentage of any expenses, including fees and expenses of counsel, as they are incurred, reasonably incurred by the Indemnified Party (with
the approval of the Manager) on whose behalf the request for contribution is being made in connection with investigating, preparing for, or defending any such Loss or any action in respect thereof; <I>provided</I>,<I> however</I>, that any Losses,
joint or several, paid or incurred by any Underwriter, arising<I> </I>out of or based upon any ABS Underwriter Derived Information which was used only by such Underwriter, or in connection with the preparation of which the Underwriter is found to
have acted with gross negligence or willful misconduct in a final judgment of a court of competent jurisdiction, will be paid solely by the Underwriter. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">For the avoidance of doubt, references to an &#147;Underwriter&#148; or &#147;you&#148; in this Section&nbsp;9.5 shall include the Manager in
its role as an Underwriter. </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">
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>9.6.</I></B>&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Separate Counsel. </I></B>If any Action is
asserted or commenced pursuant to which the<B><I> </I></B>indemnity provided in Section&nbsp;9.4 hereof or the right of contribution provided in Section&nbsp;9.5 hereof may apply, the Manager may take such action in connection therewith as it deems
necessary or desirable, including retention of counsel for the Underwriters (&#147;<B>Syndicate</B> <B>Counsel</B>&#148;), and in its discretion separate counsel for any particular Underwriter or group of<B> </B>Underwriters, and the fees and
disbursements of any counsel so retained will be allocated among the several Underwriters as determined by the Manager. Any such Syndicate Counsel retained by the Manager will be counsel to the Underwriters as a group and, in the event that:
(a)&nbsp;the Manager settles any Action on a basis that results in the settlement of such Action against it and fewer than all the Underwriters, or (b)(i) a conflict develops between the Manager and the other Underwriters, or (ii)&nbsp;differing
defenses are available to the other Underwriters and not available to the Manager, and as a result of either (b)(i) or (b)(ii) such Syndicate Counsel concludes that it is unable to continue to represent the Manager and the other Underwriters, then
in each such case, after notification to the Manager and the other Underwriters, Syndicate Counsel will remain counsel to the other Underwriters and will withdraw as counsel to the Manager. The Manager hereby consents to such arrangement and
undertakes to take steps to: (i)&nbsp;ensure that any engagement letters with Syndicate Counsel are consistent with such arrangement; (ii)&nbsp;issue a notice to all other Underwriters promptly following receipt of any advice (whether oral or
written) from Syndicate Counsel regarding its inability to represent the Manager and the other Underwriters jointly; and (iii)&nbsp;facilitate Syndicate Counsel&#146;s continued representation of the other Underwriters. Any Underwriter may elect to
retain at its own expense its own counsel and, on advice of such counsel, may settle or consent to the settlement of any such Action, but only in compliance with Section&nbsp;9.7 hereof, and in each case, only after notification to every other
Underwriter. The Manager may settle or consent to the settlement of any such Action, but only in compliance with Section&nbsp;9.7 hereof. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>9.7.</I></B>&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Settlement of Actions. </I></B>Neither the Manager nor any other Underwriter party to<B><I>
</I></B>this Master AAU may settle or agree to settle any Action related to or arising out of the Offering, nor may any other Underwriter settle or agree to settle any such Action without the consent of the Manager, nor may any other Underwriter
seek the Manager&#146;s consent to any such settlement agreement, nor may the Manager consent to any such settlement agreement, unless: (A)&nbsp;the Manager, together with such other Underwriters as constitute a majority in aggregate interest based
on the Underwriting Percentage of the Underwriters as a whole (including the Manager&#146;s interest), approve the settlement of such Action, in which case the Manager is authorized to settle for all Underwriters, <I>provided</I>, <I>however</I>,
that the settlement agreement results in the settlement of the Action against all Underwriters raised by the plaintiffs party thereto; or (B)&nbsp;(i) such settlement agreement expressly provides that the
<FONT STYLE="white-space:nowrap">non-settling</FONT> Underwriters will be given a judgment credit (or credit in settlement) with respect to all such Actions for which the <FONT STYLE="white-space:nowrap">non-settling</FONT> Underwriters may be found
liable (or will pay in subsequent settlement), in an amount that is the greatest of: (x)&nbsp;the dollar amount paid in such initial settlement to settle such Actions, (y)&nbsp;&nbsp;&nbsp;&nbsp;the proportionate share of the settling
Underwriter&#146;s fault in respect of common damages arising in connection with such Actions as proven at trial, if applicable, or (z)&nbsp;the amount by which the settling Underwriter would have been required to make contribution had it not
settled, under Sections 9.5 and 11.2 hereof in respect of the final <FONT STYLE="white-space:nowrap">non-appealable</FONT> judgment (or settlement) subsequently entered into by the <FONT STYLE="white-space:nowrap">non-settling</FONT> Underwriters
(such greatest amount of </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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either (x), (y), or (z), the &#147;<B>Judgment Credit</B>&#148;);<SUP STYLE="font-size:85%; vertical-align:top">3</SUP> (ii) such settlement agreement expressly provides that in the event that
the applicable court does not approve the Judgment Credit as part of the settlement, the settlement agreement will automatically terminate; and (iii)&nbsp;the final judgment entered with respect to the settlement agreement contains the Judgment
Credit. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>9.8.</I></B>&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Survival. </I></B>Except as set forth in the last sentence of Section&nbsp;9.1,
your agreements<B><I> </I></B>contained in Article V and Sections 3.1, 9.3, 9.4, 9.5, 9.6, 9.7, 9.8, 9.9, 9.10, and 11.2 hereof will remain operative and in full force and effect regardless of any termination of an AAU and:
(a)&nbsp;&nbsp;&nbsp;&nbsp;any termination of the Underwriting Agreement, (b)&nbsp;any investigation made by or on behalf of any Underwriter or any person controlling any Underwriter or by or on behalf of the Issuer, the Guarantor, the Seller, its
directors or officers, or any person controlling the Issuer, the Guarantor or the Seller, and (c)&nbsp;acceptance of any payment for any Securities. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>9.9.</I></B>&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Replacement of Manager. </I></B>If at any time after any Action is brought the Manager<B><I>
</I></B>settles the Action on a basis that results in the settlement of such Action against it and fewer than all the Underwriters (whether or not such settlement complies with Section&nbsp;9.7 hereof), the Manager will, at such time, for purposes
of Sections 9.3, 9.4, 9.5, 9.6, and 9.7 hereof, cease to be the Manager. The <FONT STYLE="white-space:nowrap">non-settling</FONT> Underwriters will, by vote of holders of a majority of the Underwriting Percentage of such <FONT
STYLE="white-space:nowrap">non-settling</FONT> Underwriters, select a new Manager, which will become the new &#147;<B>Manager</B>&#148; for all purposes of Sections 9.3, 9.4., 9.5, 9.6, and 9.7 hereof as well as this section; <I>provided</I> that
the <FONT STYLE="white-space:nowrap">non-settling</FONT> Underwriter(s) with the largest Underwriting Percentage will act as Manager until such vote occurs and a new Manager is selected.<SUP STYLE="font-size:85%; vertical-align:top">4</SUP> </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Notwithstanding such a settlement, the Manager and the other settling Underwriters will remain obligated to the
<FONT STYLE="white-space:nowrap">non-settling</FONT> Underwriters to assist and cooperate fully, in good faith, and at their own expense, in the defense of any Actions, including, without limitation, by providing, upon reasonable request of any <FONT
STYLE="white-space:nowrap">non-settling</FONT> Underwriter, and without the necessity of court process, access to or copies of all relevant records, and reasonable access to all witnesses under control of the Manager or the other settling
Underwriters, for the purpose of interviews, depositions, and testimony at trial, subject in each case to the applicable legal and procedural obligations of such Manager and such other settling Underwriter. </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:10pt" 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:10pt; font-family:Times New Roman; " ALIGN="left">Seeks to ensure that there is no harm to <FONT STYLE="white-space:nowrap">non-settling</FONT> Underwriter due
to settlement. For example, assume that plaintiffs have suffered $1,000 in damage in a case in which the Underwriters are 50% at fault and other defendants, all of whom are insolvent, are 50% at fault. Further assume that there were 2 Underwriters,
each which underwrote 50% of the offering, and they were equally at fault. If neither Underwriter settles, then each would be required to pay $500 to satisfy the $1,000 verdict for which they are jointly and severally liable (or, if one paid $1,000,
Section&nbsp;9.5 would obligate the other to contribute $500 towards such payment). If the first Underwriter settles for $100, then the second Underwriter will obtain a judgment credit of $500, being equal to the greater of: (a)&nbsp;settlement
amount ($100), (b) the first Underwriter&#146;s fault ($250), and (c)&nbsp;the amount which the settling Underwriters would have been required to contribute under the contribution provisions ($500). This formula ensures that the second Underwriter
is not harmed by the settlement. By contrast, the judgment credit applied in <U>WorldCom</U> ignored clause (c), resulting in a credit of only $250 and leading the <FONT STYLE="white-space:nowrap">non-settling</FONT> Underwriter to pay $750, or $250
more than had the first Underwriter not settled. </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="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:10pt; font-family:Times New Roman; " ALIGN="left">Permits new Manager to replace settling Manager and manage the litigation&#150;related provisions of this
agreement. </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">20 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In addition, if at any time, the Manager is unwilling or unable for any reason to assume or
discharge its duties as Manager under the applicable AAU, whether resulting from its insolvency (voluntary or involuntary), resignation or otherwise, to the extent permitted by applicable law, the remaining Underwriters will, by vote of holders of a
majority of the Underwriting Percentage of such Underwriters, be entitled to select a new Manager, which will become the new Manager for all purposes under this Agreement. <SUP STYLE="font-size:85%; vertical-align:top">5</SUP> </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Notwithstanding the foregoing, a Manager replaced pursuant to this Section&nbsp;9.9 shall continue to benefit from and be subject to all other
terms and conditions of this Agreement applicable to an Underwriter. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>9.10.&nbsp;&nbsp;&nbsp;&nbsp;Notice. </I></B>When the Manager
receives notice of the assertion of any Action to<B><I> </I></B>which the provisions of Sections 9.4, 9.5, 9.6, or 9.7 hereof would apply, it will give prompt notice thereof to each Underwriter, and whenever an Underwriter receives notice of the
assertion of any claim or commencement of any Action to which the provisions of Sections 9.4, 9.5, 9.6, or 9.7 hereof would apply, such Underwriter will give prompt notice thereof to the Manager. The Manager also will furnish each Underwriter with
periodic reports, at such times as it deems appropriate, as to the status of such Action, and the actions taken by it in connection therewith. If the Manager or any other Underwriter engages in any settlement discussion that involves or contemplates
settlement on any basis other than settlement of all Actions against all Underwriters on a <I>pro rata</I> basis according to their Underwriting Percentages, the Manager (or other Underwriter engaging in such discussions) will notify all other
Underwriters promptly and provide reasonable details about such discussions. </P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>X. REPRESENTATIONS AND COVENANTS OF UNDERWRITERS </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>10.1.</I></B>&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Knowledge of Offering. </I></B>You acknowledge that it is your responsibility to<B><I>
</I></B>examine the Registration Statement, the Prospectus, or the Offering Circular, as the case may be, any amendment or supplement thereto relating to the Offering, any Preliminary Prospectus or Preliminary Offering Circular, and the material, if
any, incorporated by reference therein, any Issuer Free Writing Prospectus, any Supplemental Materials, and any ABS Underwriter Derived Information, and you will familiarize yourself with the terms of the Securities, any applicable Indenture, and
the other terms of the Offering thereof which are to be reflected in the Prospectus or the Offering Circular, as the case may be, and the applicable AAU and Underwriting Agreement. The Manager is authorized, with the advice of counsel for the
Underwriters, to approve on your behalf any amendments or supplements to the documents described in the preceding sentence. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>10.2.</I></B>&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Accuracy of Underwriters&#146; Information. </I></B>You confirm that the information
that<B><I> </I></B>you have given and are deemed to have given in response to the Underwriters&#146; Questionnaire attached as Exhibit A hereto (and to any other questions addressed to you in the Invitation Wire or other Wires), which information
has been furnished to the Issuer for use in the Registration Statement, Prospectus, or Offering Circular, as the case may be, or has otherwise been relied upon in connection with the Offering, is complete and accurate. You will notify the Manager
</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: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">5</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="left">Permits new Manager to replace insolvent Manager and manage all aspects of this MAAU. </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">21 </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">
immediately of any development before the termination of the applicable AAU which makes untrue or incomplete any information that you have given or are deemed to have given in response to the
Underwriters&#146; Questionnaire (or such other questions). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>10.3.</I></B>&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Name; Address.
</I></B>Unless you have promptly notified the Manager In Writing<B><I> </I></B>otherwise, your name as it should appear in the Registration Statement, Prospectus or Offering Circular and any advertisement, if different, and your address, are as set
forth on the signature pages hereof. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>10.4.</I></B>&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Compliance with Capital Requirements. </I></B>You
represent that your commitment to<B><I> </I></B>purchase the Securities will not result in a violation of the financial responsibility requirements of Rule <FONT STYLE="white-space:nowrap">15c3-1</FONT> under the 1934 Act or of any similar provision
of any applicable rules of any securities exchange to which you are subject or, if you are a financial institution subject to regulation by the Board of Governors of the U.S. Federal Reserve System, the U.S. Comptroller of the Currency, or the U.S.
Federal Deposit Insurance Corporation, will not place you in violation of any applicable capital requirements or restrictions of such regulator or any other regulator to which you are subject. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>10.5.</I></B>&nbsp;&nbsp;&nbsp;&nbsp;<B><I>FINRA Requirements. </I></B>(A)&nbsp;You represent that you are a member in good<B><I>
</I></B>standing of FINRA, or a <FONT STYLE="white-space:nowrap">non-U.S.</FONT> bank, broker, dealer, or institution not eligible for membership in FINRA or a Bank. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:9%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i)&nbsp;&nbsp;&nbsp;&nbsp;If you are a member of FINRA, you will comply with all applicable rules of FINRA in respect of any
Offering of Securities, including, without limitation, the requirements of FINRA Rules 5110, 5121, 5130, 5131 and 5141 (to the extent any or all such rules are applicable to the particular Offering). </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:9%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii)&nbsp;&nbsp;&nbsp;&nbsp;If you are a <FONT STYLE="white-space:nowrap">non-U.S.</FONT> bank, broker, dealer, or other <FONT
STYLE="white-space:nowrap">non-U.S.</FONT> institution not eligible for membership in FINRA, you represent that you are not required to be registered as a broker or dealer under the 1934 Act and you will not make any offers or sales of the
Securities in, or to nationals or residents of, the United States, its territories, or its possessions, except to the extent permitted by Rule <FONT STYLE="white-space:nowrap">15a-6</FONT> under the 1934 Act (or any successor rule thereto adopted by
the SEC). In making any offers or sales of the Securities you also agree to comply with the requirements of the following FINRA rules (including any successor rules thereto adopted by FINRA): (a) to the extent that you are acting, in respect of
offers or sales of the Securities, as a &#147;conduit&#148; for, or are receiving in connection with such offers and sales any selling commissions, discounts, allowances or other compensation from, or are otherwise being directed with respect to
allocations or disposition of the Securities by, a FINRA member, FINRA Rule 5130 and FINRA Rule 5141 as though you are a member of FINRA, and (b)&nbsp;NASD Conduct Rule 2420(c), as that Rule applies to a
<FONT STYLE="white-space:nowrap">non-member</FONT> broker/dealer in a <FONT STYLE="white-space:nowrap">non-U.S.</FONT> country. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:9%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(iii)&nbsp;&nbsp;&nbsp;&nbsp;If you are a Bank, you agree that (a)&nbsp;to the extent you are acting, in respect of offers or
sales of the Securities, as a &#147;conduit&#148; for, or are receiving in connection with such offers and sales any selling commissions, discounts, </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">
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:9%; font-size:10pt; font-family:Times New Roman">
allowances or other compensation from, or are otherwise being directed with respect to allocations or disposition of the Securities by, a FINRA member, you will comply with FINRA Rules 5130 and
5141 as though you are a member of FINRA, and (b)&nbsp;you will not accept any portion of the management fee paid by the Underwriters with respect to any Offering or, in connection with any Offering of Securities that do not constitute
&#147;exempted securities&#148; within the meaning of Section&nbsp;3(a)(12) of the 1934 Act, or purchase any Securities at a discount from the offering price from any Underwriter or Dealer or otherwise accept any Fees and Commissions from any
Underwriter or Dealer, which in any such case is not permitted under FINRA rules (including, without limitation, NASD Conduct Rule 2420 or any successor rule thereto adopted by FINRA) or would subject you to registration and regulation as a
&#147;broker&#148; or &#147;dealer&#148; under Section&nbsp;3(a)(4) or <BR>3(a)(5) of the 1934 Act. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(B)&nbsp;&nbsp;&nbsp;&nbsp;With
respect to any Offering of Securities that constitutes a &#147;new issue&#148; under FINRA Rule 5131, you agree that, with respect to any Securities trading at a premium to the public offering price that are returned by a purchaser (the
&#147;<B>Returned Securities</B>&#148;) to you after secondary market trading commences, you will promptly consult with the Manager or <FONT STYLE="white-space:nowrap">Co-Manager</FONT> that has been appointed to manage the syndicate short position
for that Offering (the &#147;<B>Designated Syndicate Agent</B>&#148;) to determine the appropriate treatment of the Returned Securities under FINRA Rule 5131(d)(3), and agree to (i)&nbsp;return the Returned Securities to the Designated Syndicate
Agent if directed to do so by that entity, or (ii)&nbsp;if no such direction has been provided by the Designated Syndicate Agent, to comply with the provisions of FINRA Rule 5131(d)(3)(B) with respect to the disposition of the Returned Securities.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>10.6.&nbsp;&nbsp;&nbsp;&nbsp;FATCA Certification</I></B>.<B><I> </I></B>If you are a Foreign Financial Institution
(&#147;<B>FFI</B>&#148;) as that<B><I> </I></B>term is defined pursuant to FATCA (as defined below) (including a U.S. branch of a <FONT STYLE="white-space:nowrap">non-U.S.</FONT> bank), you represent that you are not, and have not been identified by
the U.S. Internal Revenue Service (&#147;<B>IRS</B>&#148;) as, a nonparticipating FFI as that term is defined pursuant to FATCA. Unless otherwise agreed, promptly following your acceptance of an AAU for an Offering, but not later than such
Offering&#146;s Pricing Date, you will provide us such documents (including an IRS Form <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">W-8BEN-E</FONT></FONT> or an IRS Form <FONT STYLE="white-space:nowrap">W-8BEN</FONT> if the
instructions to the IRS Form <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">W-8BEN-E</FONT></FONT> have not been released) as may be necessary to confirm that no tax is required to be withheld under FATCA in respect of payments to
you that we make or are deemed to make for U.S. federal income tax purposes. If we are required to make any deduction or withholding pursuant to or on account of FATCA in respect of payments to you that we make or are deemed to make for U.S. federal
income tax purposes, and we do not so deduct or withhold and a liability resulting from such failure to withhold or deduct is assessed directly against us, then you will indemnify us therefor (without duplication of any applicable indemnification
obligation, and without triggering any contribution obligation of any other Underwriter, with respect thereto under Article IX hereof) and promptly pay us the amount of such liability (including any related liability for interest and penalties).
&#147;<B>FATCA</B>&#148; means sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986 (the &#147;<B>Code</B>&#148;), any current or future regulations or official interpretations thereof, any agreement entered into thereunder, or any
fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation 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">23 </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; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>10.7.</I></B>&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Further State Notice. </I></B>The Manager will
file a Further State Notice with the<B><I> </I></B>Department of State of New York, if required. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>10.8.</I></B>&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Compliance with Rule <FONT STYLE="white-space:nowrap">15c2-8.</FONT> </I></B>In the case of a
Registered Offering and any other<B><I> </I></B>Offering to which the provisions of Rule <FONT STYLE="white-space:nowrap">15c2-8</FONT> under the 1934 Act are made applicable pursuant to the AAU or otherwise, you will comply with such Rule in
connection with the Offering. In the case of an Offering other than a Registered Offering, you will comply with applicable Federal and state laws and the applicable rules and regulations of any regulatory body promulgated thereunder governing the
use and distribution of offering circulars by underwriters. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>10.9.</I></B>&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Discretionary Accounts.
</I></B>In the case of a Registered Offering of Securities issued<B><I> </I></B>by an Issuer that was not, immediately prior to the filing of the Registration Statement, subject to the requirements of Section&nbsp;13(d) or 15(d) of the 1934 Act, you
will not make sales to any account over which you exercise discretionary authority in connection with such sale, except as otherwise permitted by the applicable AAU for such Offering. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>10.10.</I></B>&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Offering Restrictions. </I></B>You will not make any offers or sales of Securities or
any<B><I> </I></B>Other Securities in jurisdictions outside the United States except under circumstances that will result in compliance with (i)&nbsp;applicable laws, including private placement requirements, in each such jurisdiction and
(ii)&nbsp;the restrictions on offers or sales set forth in any AAU or the Prospectus, Preliminary Prospectus, Offering Circular, or Preliminary Offering Circular, as the case may be. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">It is understood that, except as specified in the Prospectus or Offering Circular or applicable AAU, no action has been taken by the Manager,
the Issuer, the Guarantor, or the Seller to permit you to offer Securities in any jurisdiction other than the United States, in the case of a Registered Offering, where action would be required for such purpose. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>10.11.</I></B>&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Representations, Warranties, and Agreements. </I></B>You will make to each other<B><I>
</I></B>Underwriter participating in an Offering the same representations, warranties, and agreements, if any, made by the Underwriters to the Issuer, the Guarantor, or the Seller in the applicable Underwriting Agreement or any Intersyndicate
Agreement, and you authorize the Manager to make such representations, warranties, and agreements to the Issuer, the Guarantor, or the Seller on your behalf. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>10.12.</I></B>&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Limitation on the Authority of the Manager to Purchase and Sell Securities for the Account
of Certain Underwriters. </I></B>Notwithstanding any provision of this AAU authorizing<B><I> </I></B>the Manager to purchase or sell any Securities or Other Securities (including arranging for the sale of Contract Securities) or over-allot in
arranging sales of Securities for the accounts of the several Underwriters, the Manager may not, in connection with the Offering of any Securities, make any such purchases, sales, and/or over-allotments for the account of any Underwriter that, not
later than its acceptance of the Invitation Wire relating to such Offering, has advised the Manager that, due to its status as, or relationship to, a bank or bank holding company such purchases, sales, and/or over-allotments are prohibited by
applicable law. If any Underwriter so advises the Manager, the Manager may allocate any such purchases, sales, and over-allotments (and the related expenses) which otherwise would have been allocated to your account based on your respective
Underwriting Percentage to your account based on the ratio of your Original </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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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Underwriting Obligation to the Original Underwriting Obligations of all Underwriters other than the advising
Underwriter or Underwriters, or in such other manner as the Manager will determine. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>10.13. Agreement Regarding Oral Due
Diligence</I></B>. By participating in an Offering, each<B><I> </I></B>Underwriter agrees that it, each of its affiliates participating in an Offering as Underwriter or financial intermediary and each controlling person of it and each such
participating affiliate are bound by the Agreement Regarding Oral Due Diligence currently in effect between Morgan Stanley and the accounting firm or firms that participate in oral due diligence in such offering. </P>
<P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>XI. DEFAULTING UNDERWRITERS </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>11.1.</I></B> <B><I>Effect of Termination. </I></B>If the Underwriting Agreement is terminated as permitted<B><I> </I></B>by the terms
thereof, your obligations hereunder with respect to the Offering of the Securities will immediately terminate except: (a)&nbsp;as set forth in Section&nbsp;9.8 hereof, (b)&nbsp;that you will remain liable for your Underwriting Percentage (or such
other percentage as may be specified pursuant to Section&nbsp;9.2 hereof) of all expenses, and for any purchases or sales which may have been made for your account pursuant to the provisions of Article V hereof or any Intersyndicate Agreement, and
(c)&nbsp;that such termination will not affect any obligations of any defaulting or breaching Underwriter. </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>11.2. Sharing of
Liability. </I></B>If any Underwriter defaults in its obligations: (a)&nbsp;pursuant<B><I> </I></B>to Section&nbsp;5.1, 5.2 or 5.4 hereof, (b)&nbsp;to pay amounts charged to its account pursuant to Section&nbsp;7.1, 7.2, or 8.1 hereof, or
(c)&nbsp;pursuant to Section&nbsp;9.2, 9.3, 9.4, 9.5, 9.6, or 11.1 hereof, you will assume your proportionate share (determined on the basis of the respective Underwriting Percentages of the <FONT STYLE="white-space:nowrap">non-defaulting</FONT>
Underwriters) of such obligations, but no such assumption will relieve any defaulting Underwriter from liability to the <FONT STYLE="white-space:nowrap">non-defaulting</FONT> Underwriters, the Issuer, the Guarantor, or the Seller for its default.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>11.3. Arrangements for Purchases. </I></B>The Manager is authorized to arrange for the<B><I> </I></B>purchase by others (including
the Manager or any other Underwriter) of any Securities not purchased by any defaulting Underwriter in accordance with the terms of the applicable Underwriting Agreement or, if the applicable Underwriting Agreement does not provide arrangements for
defaulting Underwriters, in the discretion of the Manager. If such arrangements are made, the respective amounts of Securities to be purchased by the remaining Underwriters and such other person or persons, if any, will be taken as the basis for all
rights and obligations hereunder, but this will not relieve any defaulting Underwriter from liability for its default. </P> <P STYLE="margin-top:24pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>XII.
MISCELLANEOUS </B></P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>12.1. Obligations Several. </I></B>Nothing contained in this Master AAU or any AAU<B><I> </I></B>constitutes you
partners with the Manager or with the other Underwriters, and the obligations of you and each of the other Underwriters are several and not joint. Each Underwriter elects to be excluded from the application of Subchapter K, Chapter 1, Subtitle A, of
the Code. Each Underwriter authorizes the Manager, on behalf of such Underwriter, to execute such evidence of such election as may be required by the IRS. </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>


<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>12.2.</I></B>&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Liability of Manager. </I></B>The Manager will
not be liable to you for any act or<B><I> </I></B>omission, except for obligations expressly assumed by the Manager in the applicable AAU. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>12.3.</I></B>&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Termination of Master AAU. </I></B>This Master AAU may be terminated by either<B><I>
</I></B>party hereto upon five business days&#146; written notice to the other party; <I>provided</I>, <I>however</I>, that with respect to any Offering for which an AAU was sent prior to such notice, this Master AAU as it applies to such Offering
will remain in full force and effect and will terminate with respect to such Offering in accordance with Section&nbsp;9.1 hereof. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>12.4. &nbsp;&nbsp;&nbsp;&nbsp;Recognition of the U.S. Special Resolution Regimes. </I></B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:9%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i)&nbsp;&nbsp;&nbsp;&nbsp;In the event that any party that is a Covered Entity becomes subject to a proceeding under a U.S.
Special Resolution Regime, the transfer from such party of this Master AAU and each AAU, and any interest and obligation in or under this Master AAU and each AAU, will be effective to the same extent as the transfer would be effective under the U.S.
Special Resolution Regime if this Master AAU and each AAU, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:9%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(ii)&nbsp;&nbsp;&nbsp;&nbsp;In the event that any party that is a Covered Entity or a BHC Act Affiliate of such party becomes
subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Master AAU or any AAU that may be exercised against such party are permitted to be exercised to no greater extent than such Default Rights could be exercised
under the U.S. Special Resolution Regime if this Master AAU and such AAU were governed by the laws of the United States or a state of the United States. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">For purposes of this Section&nbsp;12.4, a &#147;<B>BHC Act Affiliate</B>&#148; has the meaning assigned to the term &#147;affiliate&#148; in, and shall be
interpreted in accordance with, 12 U.S.C. &#167; 1841(k). &#147;<B>Covered</B> <B>Entity</B>&#148; means any of the following: (i)&nbsp;a &#147;covered entity&#148; as that term is defined in, and<B> </B>interpreted in accordance with, 12 C.F.R.
&#167; 252.82(b); (ii) a &#147;covered bank&#148; as that term is defined in, and interpreted in accordance with, 12 C.F.R. &#167; 47.3(b); or (iii)&nbsp;a &#147;covered FSI&#148; as that term is defined in, and interpreted in accordance with, 12
C.F.R. &#167; 382.2(b). &#147;<B>Default</B> <B>Right</B>&#148; has the meaning assigned to that term in, and shall be interpreted in accordance with, 12<B> </B>C.F.R. &#167;&#167; 252.81, 47.2 or 382.1, as applicable. &#147;<B>U.S. Special
Resolution Regime</B>&#148; means each of (i)&nbsp;the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii)&nbsp;Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated
thereunder. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>12.5. Governing Law; Waiver of Jury Trial. </I></B>This Master AAU and each AAU will be<B><I> </I></B>governed by and
construed in accordance with the laws of the State of New York applicable to contracts made and to be performed in the State, without giving effect to principles of conflicts of law. You hereby irrevocably: (a)&nbsp;submit to the jurisdiction of any
court of the State of New York located in the City of New York or the U.S. District Court for the Southern District of the State of New York for the purpose of any suit, action, or other proceeding arising out of this Master AAU, or any of the
agreements or transactions contemplated hereby (each, a &#147;<B>Proceeding</B>&#148;), (b) agree that all claims in respect of any Proceeding may be heard 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">26 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
determined in any such court, (c)&nbsp;waive, to the fullest extent permitted by law, any immunity from jurisdiction of any such court or from any legal process therein, (d)&nbsp;agree not to
commence any Proceeding other than in such courts, and (e)&nbsp;waive, to the fullest extent permitted by law, any claim that such Proceeding is brought in an inconvenient forum. Each party hereto hereby irrevocably waives any right that it may have
to trial by jury in any action, proceeding or counterclaim arising out of or relating to this Master AAU and each AAU or the transactions contemplated thereby. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>12.6.</I></B>&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Amendments. </I></B>This Master AAU may be amended from time to time by consent<B><I>
</I></B>of the parties hereto. Your consent will be deemed to have been given to an amendment to this Master AAU, and such amendment will be effective, five business days following written notice to you of such amendment if you do not notify us In
Writing prior to the close of business on such fifth business day that you do not consent to such amendment. Upon effectiveness, the provisions of this Master AAU as so amended will apply to each AAU thereafter entered into, except as otherwise
specifically provided in any such AAU. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>12.7.</I></B>&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Notices. </I></B>Any notice to any Underwriter
will be deemed to have been duly given<B><I> </I></B>if mailed, sent by wire, telecopy or electronic transmission or other written communication, or delivered in person to such Underwriter at the address set forth in its Underwriters&#146;
Questionnaire, or if no address is provided in an Underwriters&#146; Questionnaire, then at the address set forth in reports filed by such Underwriter with FINRA. Any such notice will take effect upon receipt thereof. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>12.8.</I></B>&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Severability</I></B>. In case any provision in this Master AAU is deemed invalid,
illegal,<B><I> </I></B>or unenforceable, the validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired thereby. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B><I>12.9.</I></B>&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Counterparts</I></B>. This Master AAU may be executed in any number of counterparts,<B><I>
</I></B>each of which will be deemed to be an original, and all of which taken together constitute one and the same instrument. Transmission by telecopy of an executed counterpart of this Master AAU will constitute due and sufficient delivery of
such counterpart. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Please confirm your acceptance of this Master AAU by signing and returning to us the enclosed duplicate copy hereof.
</P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
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<TD WIDTH="7%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="92%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">Morgan Stanley&nbsp;&amp; Co. LLC</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">By:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP><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;</U></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" NOWRAP>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;&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="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" NOWRAP>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;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&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="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"></TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="center">(Authorized Officer)</TD></TR>
</TABLE></DIV> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Confirmed and accepted </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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<TD WIDTH="100%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">as of <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>, 20<U>&nbsp;&nbsp;&nbsp;&nbsp;</U></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: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"><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;</U></P>
<P STYLE="margin-top:0pt; margin-bottom:1pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">(Legal Name of Underwriter)</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: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"><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;</U></P></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">(Address)</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: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">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;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&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 STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">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;&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 STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">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;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&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">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(Authorized Officer)</TD></TR>
</TABLE> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">(<I>If person signing is not an officer</I> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>or a partner, please attach instrument</I> </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman"><I>of
authorization</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">28 </P>


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<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3" ALIGN="center"><B>GUIDE TO DEFINED TERMS</B></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:8pt">
<TD VALIGN="bottom" NOWRAP> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-bottom:1.00pt solid #000000; display:table-cell; font-size:8pt; font-family:Times New Roman; "><B>Term</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:8pt; font-family:Times New Roman" ALIGN="center"><B>Section&nbsp;Reference</B></P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">1933 Act</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">1.1</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">1934 Act</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">3.5</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">AAU</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">Foreword</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">ABS Underwriter Derived Information</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">2.1</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Action</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">9.3</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Additional Securities</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">1.1</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Bank</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">3.5</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">BHC Act Affiliate</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">12.4</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Code</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">10.6</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top"><FONT STYLE="white-space:nowrap">Co-Managers</FONT></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">1.1</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Commission</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">2.1</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Contract Securities</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">3.1</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Contributing Underwriters</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">9.5</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Covered Entity</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">12.4</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Dealer</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">3.5</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Default Right</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">12.4</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Designated Syndicate Agent</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">10.5</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">DTC</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">5.2</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">FATCA</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">10.6</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Fees and Commissions</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">1.1</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">FFI</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">10.6</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">FINRA</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">3.1</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Firm Securities</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">1.1</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Free Writing Prospectus</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">2.1</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Guarantor</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">1.1</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">In Writing</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">1.2</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Indemnified Party</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">9.4</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Indenture</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">1.1</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">International Offering</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">1.1</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Intersyndicate Agreement</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">2.3</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Invitation Wire</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">Foreword</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">IRS</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">10.6</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Issuer</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">1.1</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Issuer Free Writing Prospectus</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">3.3</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Issuer Information</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">3.3</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Judgment Credit</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">9.7</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Litigation</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">9.4</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Losses</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">9.4</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Manager</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">1.1</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Manager Approved Communication</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">3.3</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Master AAU</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">Foreword</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Offering</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">Foreword</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Offering Circular</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">2.2</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Offering Date</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">3.2</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">29 </P>


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<TD WIDTH="7%"></TD></TR>

<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Offering Price</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">1.1</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Original Underwriting Obligation</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">1.1</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Preliminary Offering Circular</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">2.2</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Preliminary Prospectus</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">2.1</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Pricing Date</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">1.1</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Proceeding</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">12.4</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Prospectus</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">2.1</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Purchase Price</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">1.1</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">QIU</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">9.4</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Reallowance</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">1.1</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Registered Offering</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">2.1</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Registration Statement</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">2.1</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Regulation M</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">5.1</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Representative</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">1.1</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Returned Securities</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">10.5</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Securities</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">1.1</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Securities Offering Reform Release</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">2.1</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Seller</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">1.1</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Selling Concession</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">1.1</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Settlement Date</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">1.1</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Supplemental Materials</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">3.3</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Syndicate Counsel</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">9.6</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Trustee</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">1.1</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Underwriter Free Writing Prospectus</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">3.3</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Underwriters</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">1.1</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Underwriters&#146; Securities</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">3.1</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Underwriting Agreement</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">1.1</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Underwriting Percentage</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">1.1</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">U.S. Special Resolution Regime</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">12.4</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Wire</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">Foreword</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Written Research Report</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">9.4</TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Written <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">Testing-the-Waters</FONT></FONT> Communication</TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">3.3</TD></TR>
</TABLE>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>EXHIBIT A </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>UNDERWRITERS&#146; QUESTIONNAIRE </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In connection with each Offering governed by the Morgan Stanley&nbsp;&amp; Co. LLC Master Agreement Among Underwriters dated January&nbsp;1,
2019, except as otherwise indicated in a timely acceptance of the Invitation Wire pursuant to Section&nbsp;1.2 of the Master Agreement Among Underwriters (&#147;<B>Master AAU</B>&#148;) or already expressly disclosed in the Preliminary Prospectus or
Preliminary Offering Circular, as the case may be, each Underwriter participating in such Offering severally advises the Issuer and the other participating Underwriters (all capitalized terms used herein and not otherwise defined herein will have
the meanings given to them in the Master AAU) as follows: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(a)&nbsp;&nbsp;&nbsp;&nbsp;neither such Underwriter nor any of
its directors, officers, or partners have a material relationship, as &#147;material&#148; is defined in Regulation C under the 1933 Act, with the Issuer, the Guarantor, or the Seller; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b)&nbsp;&nbsp;&nbsp;&nbsp;if the Registration Statement is on Form <FONT STYLE="white-space:nowrap">S-1,</FONT> neither such
Underwriter nor any &#147;group&#148; (as that term is used in Section&nbsp;13(d)(3) of the Securities Exchange Act of 1934) of which such Underwriter is aware is the beneficial (as that term is used in Section&nbsp;13(d)(3) of the Securities
Exchange Act of 1934) owner of more than 5% of any class of voting securities of the Issuer or Guarantor, nor does such Underwriter have any knowledge that more than 5% of any class of voting securities of the Issuer or the Guarantor is held or to
be held subject to any voting trust or other similar agreement, nor does such Underwriter have any knowledge that more than 5% of any class of voting securities of the Issuer or the Guarantor is held or to be held subject to any voting trust or
other similar agreement; </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c)&nbsp;&nbsp;&nbsp;&nbsp;other than as may be stated in the Morgan Stanley&nbsp;&amp; Co. LLC
Master Agreement Among Underwriters dated January&nbsp;1, 2019, the applicable AAU, the Intersyndicate Agreement or dealer agreement, if any, the Prospectus, the Registration Statement, or the Offering Circular, such Underwriter does not know and
has no reason to believe that there is an intention to over-allot or that the price of any security may be stabilized to facilitate the offering of the Securities; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d)&nbsp;&nbsp;&nbsp;&nbsp;other than as stated in the Invitation Wire, such Underwriter does not know of (i)&nbsp;any other
discounts or commissions to be allowed or paid to the Underwriters or of any other items that would be deemed by the Financial Industry Regulatory Authority, Inc. (&#147;<B>FINRA</B>&#148;) to constitute underwriting compensation for purposes of
FINRA Rule 5110, or (ii)&nbsp;any discounts or commissions to be allowed or paid to dealers, including all cash, securities, contracts, or other consideration to be received by any dealer in connection with the sale of the Securities; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e)&nbsp;&nbsp;&nbsp;&nbsp;such Underwriter has not prepared any report or memorandum for external use in connection with the
Offering; </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(f)&nbsp;&nbsp;&nbsp;&nbsp;if the offer and sale of the Securities are to be registered under the 1933 Act
pursuant to a Registration Statement on Form <FONT STYLE="white-space:nowrap">S-1</FONT> or Form <FONT STYLE="white-space:nowrap">F-1,</FONT> such Underwriter has </P>

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not within the past 12 months prepared or had prepared for such Underwriter any engineering, management, or similar report or memorandum relating to broad aspects of the business, operations, or
products of the Issuer or the Guarantor. The immediately preceding sentence does not apply to reports solely comprised of recommendations to buy, sell, or hold the Issuer&#146;s or the Guarantor&#146;s securities, unless such recommendations have
changed within the past six months, or to information already contained in documents filed with the Commission; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(g)&nbsp;&nbsp;&nbsp;&nbsp;in the case of Registered Offerings and Offerings of Securities exempt under Section&nbsp;3 of the
1933 Act, such Underwriter does not have a &#147;conflict of interest&#148; with the Issuer or the Guarantor under FINRA Rule 5121. In that regard, such Underwriter specifically confirms that, at the time of such Underwriter&#146;s participation in
the subject Offering, (A)&nbsp;such Underwriter is not issuing the Securities in such Offering; (B) neither the Issuer nor the Guarantor controls, is controlled by or is under common control (as the term &#147;control&#148; is defined in FINRA Rule
5121(f)(6)) with such Underwriter or such Underwriter&#146;s &#147;associated persons&#148; (as such term is defined by FINRA); (C) less than five percent of the net proceeds of the Offering, not including Fees and Commissions, are intended to be:
(i)&nbsp;used to reduce or retire the balance of a loan or credit facility extended by such Underwriter, its &#147;affiliates&#148; and its &#147;associated persons&#148; (as such terms are defined by FINRA), in the aggregate; or (ii)&nbsp;otherwise
directed to such Underwriter, its affiliates and associated persons, in the aggregate, and (D)&nbsp;as a result of such Offering and any transactions contemplated at the time of such Offering: (i)&nbsp;such Underwriter will not become an affiliate
of the Issuer or Guarantor; (ii)&nbsp;such Underwriter will not become publicly owned; and (iii)&nbsp;the Issuer or Guarantor will not become a FINRA member or form a broker-dealer subsidiary. Furthermore, such Underwriter specifically confirms that
such Underwriter does not, (a)&nbsp;beneficially own 10% or more of the Issuer&#146;s or Guarantor&#146;s outstanding &#147;common equity&#148;, &#147;preferred equity&#148; or &#147;subordinated debt&#148; (as each such term is defined in FINRA
Rule 5121), including the right to receive such securities or subordinated debt within 60 days of such Underwriter&#146;s participation in the Offering; (b)&nbsp;in the case of an Issuer or Guarantor which is a partnership, beneficially own a
general, limited or special partnership interest in 10% or more of the Issuer&#146;s or Guarantor&#146;s distributable profits or losses, or a right to receive an interest in such distributable profits or losses within 60 days of such
Underwriter&#146;s participation in the Offering; or (c)&nbsp;have the power to direct or cause the direction of the management or policies of the Issuer or the Guarantor; </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(h)&nbsp;&nbsp;&nbsp;&nbsp;other than as stated in the Invitation Wire, in the case of Registered Offerings and Offerings of
Securities exempt under Section&nbsp;3 of the 1933 Act, neither such Underwriter nor any of its directors, officers, partners, or &#147;persons associated with&#148; such Underwriter (as defined by FINRA) nor, to such Underwriter&#146;s knowledge,
any &#147;related person&#148; (defined by FINRA to include counsel, financial consultants and advisors, finders, members of the selling or distribution group, any FINRA member participating in the offering, and any other persons associated with or
related to and members of the immediate family of any of the foregoing) or any other broker-dealer: (A) within the last six months have purchased in private transactions, or intend before, at, or within six months after the commencement of the
public offering of the Securities to purchase in private transactions, any securities of the Issuer, the Guarantor, or any Issuer </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>


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Related Party (as hereinafter defined), (B) within the last 6 months have had any dealings with the Issuer, the Guarantor, any Seller, or any subsidiary or controlling person thereof (other than
relating to the proposed Underwriting Agreement) as to which documents or information are required to be filed with FINRA, or (C)&nbsp;during the 6 months immediately preceding the filing of the Registration Statement (or, if there is none, the
Offering Circular), have entered into any arrangement which provided or provides for the receipt of any item of value (including, but not limited to, cash payments, expense reimbursements and rights of first refusal to participate in a future public
offering, private placement or other financing transaction) and/or the transfer of any warrants, options, or other securities from the Issuer, the Guarantor, or any Issuer Related Party to you or any related person; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(i)&nbsp;&nbsp;&nbsp;&nbsp;in the case of Registered Offerings and Offerings of Securities exempt under Section&nbsp;3 of the
1933 Act, there is no association or affiliation between such Underwriter and; (A)&nbsp;any officer or director of the Issuer, the Guarantor or, any Issuer Related Party, or (B)&nbsp;any securityholder of 5% or more (or, in the case of an initial
public offering of equity securities, any securityholder) of any class of securities of the Issuer, the Guarantor, or an Issuer Related Party; it being understood that for purposes of paragraph (i)&nbsp;above and this paragraph (j), the term
&#147;Issuer Related Party&#148; includes any Seller, any affiliate of the Issuer, the Guarantor, or a Seller, and the officers or general partners, directors, employees, and securityholders thereof; </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(j)&nbsp;&nbsp;&nbsp;&nbsp;in the case of Registered Offerings and Offerings of Securities exempt under Section&nbsp;3 of the
1933 Act, and if the Securities are <U>not</U> issued by a real estate investment trust, no portion of the net offering proceeds from the sale of the Securities will be paid to such Underwriter or any of its affiliates or &#147;persons associated
with&#148; such Underwriter (as defined by FINRA) or members of the immediate family of any such person; and </P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; text-indent:4%; font-size:10pt; font-family:Times New Roman">(k)&nbsp;&nbsp;&nbsp;&nbsp;in the case of Securities which are debt securities whose offer and sale is to be registered under
the 1933 Act, such Underwriter is not an affiliate (as defined in Rule <FONT STYLE="white-space:nowrap">0-2</FONT> under the Trust Indenture Act of 1939) of the Trustee for the Securities or of its parent, if any. Neither the Trustee nor its parent,
if any, nor any of their directors or executive officers is a &#147;director, officer, partner, employee, appointee, or representative&#148; of such Underwriter (as those terms are defined in the Trust Indenture Act of 1939 or in the relevant
instructions to Form <FONT STYLE="white-space:nowrap">T-1).</FONT> Such Underwriter and its directors, partners, and executive officers, taken as a group, did not on the date specified in the Invitation, and do not, own beneficially 1% or more of
the shares of any class of voting securities of the Trustee or of its parent, if any. If such Underwriter is a corporation, it does not have outstanding and has not assumed or guaranteed any securities issued otherwise than in its present corporate
name. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">If an Underwriter notes an exception with respect to material of the type referred to in clauses (e)&nbsp;and (f), such underwriter
will send three copies of each item of such material, together with a statement as to distribution, identifying classes of recipients and the number of copies distributed to each such class, and, if relevant, the number of equity securities or the
face value of debt securities owned by such person, the date such securities were acquired, and the price paid for such securities to Morgan Stanley&nbsp;&amp; Co. LLC, Attention: Syndicate Department, 1585 Broadway, New York, New York 10036. </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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<DOCUMENT>
<TYPE>EX-99.(H)(3)
<SEQUENCE>4
<FILENAME>d93447dex99h3.htm
<DESCRIPTION>FORM OF MASTER SELECTED DEALERS AGREEMENT
<TEXT>
<HTML><HEAD>
<TITLE>Form of Master Selected Dealers Agreement</TITLE>
</HEAD>
 <BODY BGCOLOR="WHITE">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit&nbsp;(h)(3) </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>Morgan Stanley&nbsp;&amp; Co. LLC </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>MASTER SELECTED DEALERS AGREEMENT </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>R<SMALL>EGISTERED</SMALL> SEC O<SMALL>FFERINGS</SMALL> </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><SMALL>AND</SMALL> </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>E<SMALL>XEMPT</SMALL> O<SMALL>FFERINGS</SMALL> </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>(O<SMALL>THER</SMALL> <SMALL>THAN</SMALL> O<SMALL>FFERINGS</SMALL> <SMALL>OF</SMALL> M<SMALL>UNICIPAL</SMALL> S<SMALL>ECURITIES</SMALL>)
</B></P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">March&nbsp;1, 2019 </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">This Master Selected Dealers Agreement (this &#147;<B>Master SDA</B>&#148;), dated as of
March&nbsp;1, 2019, is by and between Morgan Stanley&nbsp;&amp; Co. LLC (including its successors and assigns) (&#147;<B>we</B>,&#148; &#147;<B>our</B>,&#148; &#147;<B>us</B>&#148; or the &#147;<B>Manager</B>&#148;) and the party named on the
signature page hereof (a &#147;<B>Dealer</B>,&#148; &#147;<B>you</B>&#148; or &#147;<B>your</B>&#148;). From time to time, in connection with an offering and sale (an &#147;<B>Offering</B>&#148;) of securities (the &#147;<B>Securities</B>&#148;),
managed solely by us or with one or more other managers or <FONT STYLE="white-space:nowrap">co-managers,</FONT> we or one or more of our affiliates may offer you (and others) the opportunity to purchase as principal a portion of such securities on
the terms set forth herein as a Selected Dealer (as defined below). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">References herein to laws, statutory and regulatory sections, rules,
regulations, forms and interpretive materials are deemed to include successor provisions. The following provisions of this Master SDA shall apply separately to each individual Offering of Securities. You and we further agree as follows: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B>1.</B>&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Applicability of this Master SDA</U></B><B>. </B>The terms and conditions of this Master SDA<B>
</B>will be applicable to any Offering in which you accept an offer to participate as a Selected Dealer (including through the receipt by you of Securities), whether pursuant to a registration statement filed under the Securities Act of 1933, as
amended (the &#147;<B>1933 Act</B>&#148;), or exempt from registration thereunder, in respect of which we (acting for our own account or for the account of any underwriting or similar group or syndicate) are responsible for managing or otherwise
implementing the sale of Securities to Selected Dealers. A Dealer is a person who meets the requirements of Section&nbsp;11 hereof. The parties who agree to participate (including by the receipt by such parties of Securities) or are designated a
selling concession to Dealers (the &#147;<B>Selling</B> <B>Concession</B>&#148;), and reallowance, if any<B> </B>(the<B> </B>&#147;<B>Reallowance</B>&#148;), in such Offering as selected Dealers<B> </B>are hereinafter referred to as
&#147;<B>Selected Dealers</B>&#148;. In the case of any Offering where we are acting for the account of the several underwriters, initial purchasers or others acting in a similar capacity (the &#147;<B>Underwriters</B>&#148;), the terms and
conditions of this Master SDA will be for the benefit of such Underwriters, including, in the case of any Offering where we are acting with others as representatives of Underwriters, such other representatives. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B>2.</B>&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Terms of the Offering</U></B><B>. </B>We may advise you orally or by one or more wires, telexes,<B>
</B>telecopy or electronic data transmissions, or other written communications (each, a &#147;<B>Wire</B>&#148;) of the particular method and supplementary terms and conditions of any Offering (including the price or prices at which the Securities
initially will be offered by the several Underwriters, or if the price is to be determined by a formula based on market price, the terms of the formula, (the &#147;<B>Offering Price</B>&#148;) and any Selling Concession or, if applicable,
Reallowance) in which you are invited to participate. Any such Wire may also amend or modify such provisions of this Master SDA in respect of the Offering to which such Wire relates, and may contain such supplementary provisions as may be specified
in any Wire relating to an Offering. To the extent such supplementary terms and conditions are inconsistent with any provision herein, such supplementary terms and conditions shall supersede any provision of this Master SDA. Unless otherwise
indicated in any such Wire, acceptances and other communications by you with respect to an Offering should be sent pursuant to the terms of Section&nbsp;20 hereof. Notwithstanding that we may not have sent you a Wire or other form of invitation to
participate in such Offering or that you may not otherwise have responded by wire or other written </P>

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communication (any such communication being deemed &#147;<B>In Writing</B>&#148;) to any such Wire or other form of invitation, you will be deemed to have accepted the terms of our offer to
participate as a Selected Dealer and of this Master SDA (as amended, modified or supplemented by any Wire) by your purchase of Securities or otherwise receiving and retaining an economic benefit for participating in the Offering as a Selected
Dealer. We reserve the right to reject any acceptance in whole or in part. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Any Offering will be subject to delivery of the Securities and
their acceptance by us and any other Underwriters may be subject to the approval of all legal matters by counsel and may be subject to the satisfaction of other conditions. Any application for additional Securities will be subject to rejection in
whole or in part. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B>3.&nbsp;&nbsp;&nbsp;&nbsp;</B><B><U>Offering Documents</U></B><B>. </B>Upon your request, we will furnish, make
available to you or<B> </B>make arrangements for you to obtain copies (which may, to the extent permitted by law, be in electronic form) of each prospectus, prospectus supplement, offering memorandum, offering circular or similar offering document,
and any preliminary version thereof, as soon as reasonably practicable after sufficient quantities thereof have been made available by the issuer of the Securities (each, an &#147;<B>Issuer</B>&#148;) and any guarantor (each, a
&#147;<B>Guarantor</B>&#148;) thereof, and, if different from the Issuer, the seller or sellers (each, a &#147;<B>Seller</B>&#148;) of the Securities. You agree that you will comply with the applicable United States federal and state laws, and the
applicable rules and regulations of any regulatory body promulgated thereunder, and the applicable laws, rules and regulations of any <FONT STYLE="white-space:nowrap">non-United</FONT> States jurisdiction, governing the use and distribution of
offering materials by brokers and dealers. You represent and warrant that you are familiar with Rule <FONT STYLE="white-space:nowrap">l5c2-8</FONT> under the Securities Exchange Act of 1934, as amended (the &#147;<B>1934 Act</B>&#148;), relating to
the distribution of preliminary and final prospectuses and agree that your purchase of Securities shall constitute your confirmation that you have delivered and will deliver all preliminary prospectuses and final prospectuses required for compliance
therewith. You agree to make a record of your distribution of each preliminary prospectus and, when furnished with copies of any revised preliminary prospectus or final prospectus, you will, upon our request, promptly forward copies thereof to each
person to whom you have theretofore distributed a preliminary prospectus. You agree that, in purchasing Securities, you will rely upon no statement whatsoever, written or oral, other than the statements in the final prospectus, offering memorandum,
offering circular or similar offering document delivered to you by us. You are not authorized by the Issuer or other Seller of Securities offered pursuant to a final prospectus, offering memorandum, offering circular or similar offering document or
by any Underwriters to give any information or to make any representation not contained therein in connection with the sale of such Securities. </P>
<P STYLE="margin-top:18pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman"><B>4.&nbsp;&nbsp;&nbsp;&nbsp;<U>Offering of Securities</U>. </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B>(a)&nbsp;&nbsp;&nbsp;&nbsp;</B>In respect of any Offering, we will inform you of any Selling Concession and<B> </B>Reallowance, if any. The
Offering of Securities is made subject to the conditions referred to in the prospectus, offering memorandum, or offering circular or similar offering document related to the Offering and to the terms and conditions set forth in any Wire. After the
initial Offering has commenced, we may change the Offering Price, the Selling Concession and the Reallowance (if any) to Selected Dealers. If a Reallowance is in effect, a reallowance from the Offering Price
</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>


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not in excess of such Reallowance may be allowed (i)&nbsp;in the case of Offerings of Securities that are not exempted securities (as defined in Section&nbsp;3(a)(12) of the 1934 Act), as
consideration for services rendered in distribution to Dealers who are actually engaged in the investment banking or securities business and who are either members in good standing of the Financial Industry Regulatory Authority
(&#147;<B>FINRA</B>&#148;) who agree to abide by the applicable rules of FINRA or <FONT STYLE="white-space:nowrap">non-U.S.</FONT> banks, brokers, dealers or institutions not eligible for membership in FINRA who represent to you that they will
promptly reoffer such Securities at the Offering Price and will abide by the conditions with respect to <FONT STYLE="white-space:nowrap">non-U.S.</FONT> banks, dealers and institutions set forth in Section&nbsp;11 hereof, or (ii)&nbsp;in the case of
Offerings of Securities that are exempted securities (as defined in Section&nbsp;3(a)(12) of the 1934 Act), as consideration for services rendered in distribution not only to Dealers identified in the immediately preceding clause but also to Dealers
who are domestic banks which are not members of FINRA who represent to you that they will promptly reoffer such Securities at the Offering Price and will abide by the conditions with respect to domestic banks set forth in Section&nbsp;11 hereof.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B>(b)&nbsp;&nbsp;&nbsp;&nbsp;</B>No expenses will be charged to Selected Dealers. A single transfer tax upon the<B> </B>sale of the
Securities by the respective Underwriters to you will be paid by such Underwriters when such Securities are delivered to you. However, you shall pay any transfer tax on sales of Securities by you and you shall pay your proportionate share of any
transfer tax or other tax (other than the single transfer tax described above) in the event that any such tax shall from time to time be assessed against you and other Selected Dealers as a group or otherwise. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B>5.</B>&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Payment and Delivery</U></B><B>. </B>You will deliver to us, on the date and at the place and time<B>
</B>specified by us orally or In Writing, payment in the manner and type of currency specified by us orally or In Writing, payable to the order of Morgan Stanley&nbsp;&amp; Co. LLC (or as we may subsequently inform you), for an amount equal to the
Offering Price plus (if not included in the Offering Price) accrued interest, amortization of original issue discount or dividends, if any, specified in the prospectus or offering circular or other similar offering document furnished in connection
with the Offering of the Securities. We may, in our sole discretion, retain the applicable Selling Concession in respect of the Securities to be purchased by you for release at a date specified by us. We will make payment to the Issuer or Seller
against delivery to us for your account of the Securities to be purchased by you, and we will deliver to you the Securities paid for by you which will have been retained by or released to you for direct sale. If we determine that transactions in the
Securities are to be settled through The Depository Trust Company (&#147;<B>DTC</B>&#148;) or another clearinghouse facility and payment in the settlement currency is supported by such facility, payment for and delivery of Securities purchased by
you will be made through such facility, if you are a participant, or, if you are not a participant, settlement will be made through your ordinary correspondent who is a participant. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B>6.</B>&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Over-allotment; Stabilization; Unsold Allotments; Penalty Bids</U></B><B>. </B>We may, with<B>
</B>respect to any Offering, be authorized to over-allot in arranging sales to Selected Dealers, to purchase and sell Securities for long or short account and to stabilize or maintain the market price of the Securities. You agree that upon our
request at any time and from time to time prior to the termination of the provisions of Section&nbsp;4 hereof with respect to any Offering, you will report to us the amount of Securities purchased by you pursuant to such Offering which then remain
unsold by you and will, upon our request at any such time, sell to us for our account 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">3 </P>


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the account of one or more Underwriters such amount of such unsold Securities as we may designate at the Offering Price less an amount to be determined by us not in excess of the Selling
Concession. Prior to the termination of the Manager&#146;s authority to cover any short position in connection with the Offering or such other date as the Manager may specify by Wire, if the Manager determines pursuant to the &#147;Initial Public
Offering Tracking System&#148; of DTC that the Manager has purchased, or any of your customers have sold, a number or amount of Securities retained by, or released to, you for direct sale or any Securities sold pursuant to Section&nbsp;4 hereof for
which you received a portion of the Selling Concession, or any Securities which may have been issued on transfer or in exchange for such Securities, which Securities were therefore not effectively placed for investment, then you authorize the
Manager to charge your account with an amount equal to such portion of the Selling Concession received by you with respect to such Securities at a price equal to the total cost of such purchase, including transfer taxes, accrued interest, dividends,
and commissions, if any. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman"><B>7.&nbsp;&nbsp;&nbsp;&nbsp;<U>Termination</U>. </B></P>
<P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B>(a)</B>&nbsp;&nbsp;&nbsp;&nbsp;The terms and conditions set forth in (i)&nbsp;Section&nbsp;4, (ii) the second sentence of Section&nbsp;6,
(iii) Section&nbsp;16 and (iv)&nbsp;Section&nbsp;17 of this Master SDA (collectively, the &#147;<B>offering</B> <B>provisions</B>&#148;) will terminate with respect to each Offering pursuant to this Master SDA at the<B> </B>close of business on the
later of (a)&nbsp;the date on which the Underwriters pay the Issuer or Seller for the Securities, and (b) 45 calendar days after the applicable Offering date, unless in either such case the effectiveness of such offering provisions is extended or
sooner terminated as hereinafter provided. We may terminate such offering provisions other than Section&nbsp;6 at any time by notice to you to the effect that the offering provisions are terminated and we may terminate the provisions of
Section&nbsp;6 at any time at or subsequent to the termination of the other offering provisions by notice to you to the effect that the penalty bid provisions are terminated. All other provisions of the Master SDA shall remain operative and in full
force and effect with respect to such Offering. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B>(b)</B>&nbsp;&nbsp;&nbsp;&nbsp;This Master SDA may be terminated by either party
hereto upon five business days&#146; written notice to the other party; provided, however, that with respect to any particular Offering, if we receive any such notice from you after we have advised you of the amount of Securities allotted to you,
this Master SDA shall remain in full force and effect as to such Offering and shall terminate with respect to such Offering and all previous Offerings only in accordance with and to the extent provided in subsection (a)&nbsp;of this Section&nbsp;7.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B>8.&nbsp;&nbsp;&nbsp;&nbsp;</B><B><U>Recognition of the U.S. Special Resolution Regimes</U></B><B>. </B>Notwithstanding anything to<B>
</B>the contrary in this Master SDA: </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B>(a)&nbsp;&nbsp;&nbsp;&nbsp;</B>In the event that any party that is a Covered Entity becomes
subject to a<B> </B>proceeding under a U.S. Special Resolution Regime, the transfer from such party of this Master SDA, and any interest and obligation in or under this Master SDA, will be effective to the same extent as the transfer would be
effective under the U.S. Special Resolution Regime if this Master SDA, and any such interest and obligation, were governed by the laws of the United States or a state of the United States. </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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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B>(b)&nbsp;&nbsp;&nbsp;&nbsp;</B>In the event that any party that is a Covered Entity or a BHC
Act Affiliate of such<B> </B>party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default Rights under this Master SDA that may be exercised against such party are permitted to be exercised to no greater extent than such
Default Rights could be exercised under the U.S. Special Resolution Regime if this Master SDA were governed by the laws of the United States or a state of the United States. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">For purposes of this Section&nbsp;8, a &#147;<B>BHC Act Affiliate</B>&#148; has the meaning assigned to the term &#147;affiliate&#148; in, and
shall be interpreted in accordance with, 12 U.S.C. &#167; 1841(k). &#147;<B>Covered</B> <B>Entity</B>&#148; means any of the following: (i)&nbsp;a &#147;covered entity&#148; as that term is defined in, and<B> </B>interpreted in accordance with, 12
C.F.R. &#167; 252.82(b); (ii) a &#147;covered bank&#148; as that term is defined in, and interpreted in accordance with, 12 C.F.R. &#167; 47.3(b); or (iii)&nbsp;a &#147;covered FSI&#148; as that term is defined in, and interpreted in accordance
with, 12 C.F.R. &#167; 382.2(b). &#147;<B>Default</B> <B>Right</B>&#148; has the meaning assigned to that term in, and shall be interpreted in accordance with, 12<B> </B>C.F.R. &#167;&#167; 252.81, 47.2 or 382.1, as applicable. &#147;<B>U.S. Special
Resolution Regime</B>&#148; means each of (i)&nbsp;the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii)&nbsp;Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated
thereunder. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B>9.</B>&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Amendments</U></B><B>. </B>This Master SDA may be amended from time to time by consent
of<B> </B>the parties hereto. Your consent will be deemed to have been given to an amendment to this Master SDA, and such amendment will be effective, five business days following written notice to you of such amendment if you do not notify us In
Writing prior to the close of business on such fifth business day that you do not consent to such amendment. Notwithstanding the foregoing, you agree that any amendment, supplement or modification of the terms of this Master SDA by Wire or otherwise
In Writing will be effective immediately and your consent will be deemed to have been given to any such amendment, supplement or modification by your purchase of Securities or otherwise receiving and retaining an economic benefit for participating
in the Offering as a Selected Dealer; provided that such amendment, supplement or modification of the terms of this Master SDA shall only be effective with respect to the related Offering. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B>10.</B>&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Relationship Among Underwriters and Selected Dealers</U></B><B>. </B>We shall have full<B>
</B>authority to take such actions as we deem advisable in all matters pertaining to any Offering under this Master SDA. You are not authorized to act as an agent for us, any Underwriter or the Issuer or other Seller of any Securities in offering
Securities to the public or otherwise. Neither we nor any Underwriter will be under any obligation to you except for obligations assumed hereby or in any Wire from us in connection with any Offering, and no obligations on our part as the Manager
will be implied hereby or inferred herefrom. Nothing contained in this Master SDA or any Wire shall constitute the Selected Dealers an association or partners with us or any Underwriter or with one another, and the obligations of you and each of the
other Selected Dealers or any of the Underwriters are several and not joint. If the Selected Dealers, among themselves, with us or with the Underwriters, should be deemed to constitute a partnership for federal income tax purposes, then you elect to
be excluded from the application of Subchapter K, Chapter 1, Subtitle A of the Internal Revenue Code of 1986 and agree not to take any position inconsistent with such election. You authorize the Manager, in its discretion, to execute on your behalf
such evidence of such election as may be required by the U.S. Internal Revenue Service. </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>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">In connection with any Offering, you will be liable for your proportionate share of the amount of any tax, claim,
demand or liability that may be asserted against you alone or against one or more Selected Dealers participating in such Offering, or against us or the Underwriters, based upon the claim that the Selected Dealers, or any of them, constitute an
association, an unincorporated business or other entity, including, in each case, your proportionate share of the amount of any expense (including attorneys&#146; fees and expenses) incurred in defending against any such tax, claim, demand or
liability. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B>11.&nbsp;&nbsp;&nbsp;&nbsp;</B><B><U>FINRA Compliance</U></B><B>. </B>You represent and warrant (a)&nbsp;that you are a
broker or dealer<B> </B>(as defined by FINRA actually engaged in the investment banking or securities business and that you are either (i)&nbsp;a member in good standing of FINRA or (ii)&nbsp;a <FONT STYLE="white-space:nowrap">non-U.S.</FONT> bank,
broker, dealer or other institution not eligible for membership in FINRA and not registered under the 1934 Act (a &#147;<B><FONT STYLE="white-space:nowrap">non-member</FONT> <FONT STYLE="white-space:nowrap">non-U.S.</FONT> dealer</B>&#148;), or
(b)&nbsp;only in the case of Offerings of Securities that are exempted securities (as defined in Section&nbsp;3(a)(12) of the 1934 Act), and such other Securities as from time to time may be sold by a &#147;bank&#148; (as defined in
Section&nbsp;3(a)(6) of the 1934 Act (a &#147;<B>Bank</B>&#148;)), that you are a domestic Bank which is not a member of FINRA that makes the representations and agreements applicable to such institutions contained in this Section&nbsp;11 hereof as
if you were a member of FINRA. You agree that, in connection with any purchase or sale of the Securities wherein a selling concession, discount or other allowance is received or granted, you (aa) will comply, if you are a member of FINRA, with all
applicable rules of FINRA, including, without limitation, (i)&nbsp;the requirements of FINRA Rule 5130, and (ii)&nbsp;the requirements of NASD Conduct Rule 2740 (relating to Selling Concessions, Discounts and Other Allowances) or any FINRA successor
rules thereto or (bb) if you are a <FONT STYLE="white-space:nowrap">non-member</FONT> <FONT STYLE="white-space:nowrap">non-U.S.</FONT> dealer, (i)&nbsp;will comply, as though you were a member of FINRA, with the requirements of the following rules
(including any FINRA successor rules thereto): NASD Conduct Rules 2730 (relating to Securities Taken in Trade), 2740 (relating to Selling Concessions), 2750 (relating to Transactions with Related Persons) and FINRA Rule 5130 (relating to
Restrictions on the Purchase and Sale of Initial Equity Public Offerings) and NASD Conduct Rule 2420 (relating to Dealing with <FONT STYLE="white-space:nowrap">Non-Members)</FONT> as that Rule applies to a
<FONT STYLE="white-space:nowrap">non-member</FONT> broker/dealer in a <FONT STYLE="white-space:nowrap">non-U.S.</FONT> country, and (ii)&nbsp;are, and will remain at all relevant times, an appropriately registered or licensed broker-dealer (to the
extent required) in a <FONT STYLE="white-space:nowrap">non-U.S.</FONT> jurisdiction and will not engage in any activities in the United States or with United States persons as would require you to register as a broker-dealer under Section&nbsp;15 of
the 1934 Act or obtain FINRA membership as set forth in NASD Conduct Rule 2420(c). In addition, if you are a domestic bank or a <FONT STYLE="white-space:nowrap">non-member</FONT> <FONT STYLE="white-space:nowrap">non-U.S.</FONT> dealer, you agree to
comply, as though you were a member of FINRA, and make the representations and agreements applicable to such institutions contained in this Section&nbsp;11. You represent and warrant that you are fully familiar with the above provisions. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">You further represent, by your participation in an Offering, that you have provided to us all documents and other information required to be
filed with respect to you, any related person or any person associated with you or any such related person pursuant to the supplementary requirements of FINRA&#146;s interpretation with respect to review of corporate financing as such requirements
relate to such Offering. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B>12.&nbsp;&nbsp;&nbsp;&nbsp;</B><B><U>Blue Sky Matters</U></B><B>. </B>Upon application to us, we shall inform
you as to any advice we<B> </B>have received from counsel concerning the jurisdictions in which Securities have been qualified </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">6 </P>


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for sale or are exempt under the securities or &#147;Blue Sky&#148; laws of such jurisdictions, but we do not assume any obligation or responsibility as to your right to sell Securities in any
such jurisdiction, notwithstanding any information we may furnish to you in that connection. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B>13.</B>&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Governing Law; Submission to Jurisdiction</U></B><B>. </B>This Master SDA (as it may be<B>
</B>modified or supplemented by any Wire) will be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed in the State. You hereby irrevocably: (a)&nbsp;submit to the
jurisdiction of any court of the State of New York located in the City of New York or the U.S. District Court for the Southern District of the State of New York for the purpose of any suit, action, or other proceeding arising out of this Master SDA,
or any of the agreements or transactions contemplated hereby (each, a &#147;<B>Proceeding</B>&#148;), (b) agree that all claims in respect of any Proceeding may be heard and determined in any such court, (c)&nbsp;waive, to the fullest extent
permitted by law, any immunity from jurisdiction of any such court or from any legal process therein, (d)&nbsp;agree not to commence any Proceeding other than in such courts, and (e)&nbsp;waive, to the fullest extent permitted by law, any claim that
such Proceeding is brought in an inconvenient forum. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B>14.</B>&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Successors and Assigns</U></B><B>. </B>This
Master SDA will be binding on, and inure to the<B> </B>benefit of, the parties hereto and other persons specified in Section&nbsp;1 hereof, and the respective successors and assigns of each of them; provided, however, that you may not assign your
rights or delegate any of your duties under this Master SDA without our prior written consent. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B>15.</B>&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Compliance with Law</U></B><B>. </B>You agree that in selling Securities pursuant to any Offering<B>
</B>(which agreement shall also be for the benefit of the Issuer or other Seller of such Securities) you will comply with all applicable rules and regulations, including the applicable provisions of the 1933 Act and the 1934 Act, the applicable
rules and regulations of the Securities and Exchange Commission thereunder, the applicable rules and regulations of FINRA, the applicable rules and regulations of any securities exchange having jurisdiction over the Offering and the applicable laws,
rules and regulations specified in Section&nbsp;3 and 17 hereof. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B>16.</B>&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Discretionary
Accounts</U></B><B>. </B>In the case of an Offering of Securities registered under the<B> </B>1933 Act by an Issuer that was not, immediately prior to the filing of the related registration statement, subject to the requirements of
Section&nbsp;13(d) or 15(d) of the 1934 Act, you will not make sales to any account over which you exercise discretionary authority in connection with such sale, except as otherwise permitted by us for such Offering In Writing. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B>17.</B>&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Offering Restrictions</U></B><B>. </B>You will not make any offers or sales of Securities or any<B>
</B>other securities in jurisdictions outside the United States except under circumstances that will result in compliance with (a)&nbsp;applicable laws, including private placement requirements, in each such jurisdiction and (b)&nbsp;the
restrictions on offers or sales set forth in this Master SDA, any Wire or the prospectus, preliminary prospectus, offering memorandum, offering circular, or preliminary offering memorandum or preliminary offering circular or other similar offering
document, as the case may be. It is understood that, except as specified in this Master SDA, the prospectus, offering memorandum or offering circular or other similar offering document, or applicable Wire, no action has been taken by us, the Issuer,
the Guarantor, the Seller or any other party to permit you to offer Securities in any jurisdiction other than the United States, in the case of a Registered Offering, where action would be required for such 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">7 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B>18.</B>&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Prohibition on Money Laundering</U></B><B>. </B>The
operations of your business and your<B> </B>subsidiaries are and, to your knowledge, have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting
Act of 1970, as amended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively,
the &#147;<B>Money Laundering Laws</B>&#148;) and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving you or any of your subsidiaries with respect to the Money Laundering Laws is
pending or, to your knowledge, threatened. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B>19.</B>&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Liability of Manager</U></B><B>. </B>The Manager will
not be liable to you for any act or omission,<B> </B>except for obligations expressly assumed by the Manager In Writing. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B>20.</B>&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Notices</U></B><B>. </B>Any notice to you will be deemed to have been duly given if mailed, sent by<B>
</B>Wire, or delivered in person to you at the address set forth on the signature page hereto (or to such other address, telephone, telecopy or telex as you will be notified by us), or if such address is no longer valid, then at the address set
forth in reports filed by you with FINRA. Any such notice will take effect upon receipt thereof. Communications by Wire will be deemed to be &#147;written&#148; communications and made In Writing. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B>21.</B>&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Severability</U></B><B>. </B>In case any provision in this Master SDA or any Wire is deemed<B>
</B>invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions will not in any way be affected or impaired thereby. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman"><B>22.</B>&nbsp;&nbsp;&nbsp;&nbsp;<B><U>Counterparts</U></B><B>. </B>This Master SDA may be executed in any number of counterparts,<B>
</B>each of which will be deemed to be an original, and all of which taken together constitute one and the same instrument. Transmission by telecopy of an executed counterpart of this Master SDA will constitute due and sufficient delivery of such
counterpart. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Please confirm by signing and returning to us the enclosed copy of this Master SDA that your subscription to, or your
acceptance of any reservation of, any Securities pursuant to an Offering shall constitute (a)&nbsp;acceptance of and agreement to the terms and conditions of this Master SDA (as supplemented and amended pursuant to Section&nbsp;9 hereof) together
with and subject to any supplementary terms and conditions contained in any Wire from us in connection with such Offering, all of which shall constitute a binding agreement between you and us individually or as representative of any Underwriters,
(b)&nbsp;confirmation that your representations and warranties set forth herein are true and correct at that time, (c)&nbsp;confirmation that your agreements herein have been and will be fully performed by you to the extent and at the times required
thereby and (d)&nbsp;in the case of any Offering described in Section&nbsp;3 hereof, acknowledgment that you have requested and received from us sufficient copies of the final prospectus, offering memorandum or offering circular, as the case may be,
with respect to such Offering in order to comply with your undertakings in Section&nbsp;3 and Section&nbsp;17 hereof. </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>


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<P STYLE="margin-top:6pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">(<I>Signature page follows</I>) </P>
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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">This Master SDA is dated as of March&nbsp;1, 2019, and executed by and between Morgan
Stanley&nbsp;&amp; Co. LLC and other party named below. </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
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<TD WIDTH="92%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">Very truly yours,</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16" COLSPAN="3"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">MORGAN STANLEY&nbsp;&amp; CO. LLC</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">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:10pt; font-family:Times New Roman">&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">Name:</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">Title:</TD></TR>
</TABLE></DIV> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Confirmed as of (date): </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">CONFIRMED: <U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>
<U>&nbsp;&nbsp;&nbsp;&nbsp;</U>, 20<U>&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="40%" BORDER="0" STYLE="BORDER-COLLAPSE:COLLAPSE; font-family:Times New Roman; font-size:10pt">


<TR>

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

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="92%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3"> <P STYLE="margin-top:0pt; margin-bottom:1pt; border-bottom:1px solid #000000; font-size:10pt; font-family:Times New Roman">&nbsp;&nbsp;&nbsp;&nbsp;</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">(Legal Name of Selected Dealer)</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">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:10pt; font-family:Times New Roman">&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">Name:</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">Title:</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16" COLSPAN="3"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">Address:</TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Telephone: </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Facsimile: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Email: </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:10pt; font-family:Times New Roman" ALIGN="center"><B>Master Selected Dealers Agreement </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>GUIDE TO DEFINED TERMS </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="88%"></TD>

<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="11%"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:8pt">
<TD VALIGN="bottom" NOWRAP> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; border-bottom:1.00pt solid #000000; display:table-cell; font-size:8pt; font-family:Times New Roman; "><B>Term</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:8pt; font-family:Times New Roman" ALIGN="center"><B>Section&nbsp;Reference</B></P></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">1933 Act</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">1</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">1934 Act</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">3</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">Bank</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">11</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">BHC Act Affiliate</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">8</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">Covered Entity</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">8</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">Dealer</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">Foreword</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">Default Right</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">8</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">DTC</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">5</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">FINRA</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">4(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:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Guarantor</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">3</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">In Writing</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">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:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Issuer</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">3</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">Manager</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">Foreword</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">Master SDA</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">Foreword</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">Money Laundering Laws</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">18</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"><FONT STYLE="white-space:nowrap">non-member</FONT>
<FONT STYLE="white-space:nowrap">non-U.S.</FONT> dealer</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">11</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">Offering</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">Foreword</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">Offering Price</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">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:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">offering provisions</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">7(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:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Proceeding</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">13</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">Reallowance</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">1</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">Securities</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">1</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">Selected Dealers</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">1</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">Seller</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">3</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">Selling Concession</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">1</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">Underwriters</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">1</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">U.S. Special Resolution Regime</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">8</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">Wire</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="bottom" ALIGN="right">2</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">11 </P>

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</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(H)(4)
<SEQUENCE>5
<FILENAME>d93447dex99h4.htm
<DESCRIPTION>FORM OF STRUCTURING FEE AGREEMENT
<TEXT>
<HTML><HEAD>
<TITLE>Form of Structuring Fee Agreement</TITLE>
</HEAD>
 <BODY BGCOLOR="WHITE">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit&nbsp;(h)(4) </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B><U>STRUCTURING FEE AGREEMENT </U></B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;&nbsp;, 2021 </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">[Name/Address of Underwriter] </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Ladies and Gentlemen: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">This agreement (the &#147;Agreement&#148;) is between BlackRock Advisors, LLC (the &#147;Company&#148;) and [&nbsp;&nbsp;&nbsp;&nbsp;]
(&#147;Bank&#148;) with respect to the BlackRock Innovation and Growth Trust (the &#147;Trust&#148;). Capitalized terms used herein and not otherwise defined shall have the meanings given to them in the Underwriting Agreement (as defined below).
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">1.&nbsp;&nbsp;&nbsp;&nbsp;<U>Fee</U>. In consideration of certain financial advisory services that Bank has provided to the Company in
assisting the Company in structuring, designing and organizing the Trust as well as services related to the sale and distribution of the common shares of beneficial interest of the Trust, par value $0.001 per share (the &#147;Common Shares&#148;),
it being understood that the ultimate decision with respect to the structure, design and organization of the Trust shall rest with the Company, the Company shall pay a fee to Bank in the aggregate amount of
$[<U>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>] (the &#147;Fee&#148;). The Fee shall be paid on the Closing Date or as otherwise agreed to by the parties (but in no event prior to the Closing Date). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">2.&nbsp;&nbsp;&nbsp;&nbsp;<U>Term</U>. This Agreement shall terminate upon the payment of the entire amount of the Fee, as specified in
Section&nbsp;1 hereof or upon the termination of the Underwriting Agreement dated [&nbsp;&nbsp;&nbsp;&nbsp;], by and among the Trust, the Company and each of the Underwriters named therein (the &#147;Underwriting Agreement&#148;) without the Common
Shares having been delivered and paid for. Notwithstanding the foregoing, Sections 4, 5, 8, 9 and 10 of this Agreement and the Indemnification Agreement attached hereto shall survive the termination of this Agreement. BANK confirms that should the
offering be terminated, BANK will only be reimbursed for reasonable and actual <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">out-of-pocket</FONT></FONT> expenses in accordance with FINRA Rule 5110(g)(5). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">3.&nbsp;&nbsp;&nbsp;&nbsp;<U>Indemnification</U>. The Company agrees to the indemnification and other agreements set forth in the
Indemnification Agreement attached hereto, the provisions of which are incorporated herein by reference and shall survive the termination, expiration or supersession of this Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">4.&nbsp;&nbsp;&nbsp;&nbsp;<U>Confidential Advice</U>. No advice rendered by BANK to the Company or any communication from BANK in connection
with the services performed by BANK pursuant to this Agreement will be quoted or referred to orally or in writing, or reproduced or disseminated, by the Company or any of its affiliates or any of their agents, without BANK&#146;s prior written
consent, except (i)&nbsp;the Company may promptly disclose the foregoing to any regulatory authority in response to a regulatory proceeding, process, inquiry or request provided the Company shall give BANK prompt notice thereafter of such request
and disclosure if, in the view of Company counsel and regulatory authority, it is legally able to do so, (ii)&nbsp;to the extent otherwise required by law, judicial process or applicable regulation (after consultation with, and approval (not to be
</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:10pt; font-family:Times New Roman">
unreasonably withheld) as to form and substance by BANK and its counsel, unless such consultation is prohibited by law, order or regulation) and (iii)&nbsp;on a confidential <FONT
STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">need-to-know</FONT></FONT> basis, to the Trust and its officers and trustees and their legal counsel, auditors and other advisers. This confidentiality provision will terminate <FONT
STYLE="white-space:nowrap">thirty-six</FONT> (36)&nbsp;months from the date first written above. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">5.&nbsp;&nbsp;&nbsp;&nbsp;<U>Information</U>. The Company recognizes and confirms that BANK (a)&nbsp;has used and relied primarily on the
information provided by the Company and on information available from generally recognized public sources in performing the services contemplated by this Agreement without having assumed responsibility for independently verifying the same,
(b)&nbsp;has not assumed responsibility for the accuracy, completeness or reasonableness of such information and (c)&nbsp;has not made an appraisal of any assets or liabilities (contingent or otherwise) of the Trust. The information provided by the
Company, when delivered, was true and correct in all material respects and did not contain any material misstatement of fact or omit to state any material fact necessary to make the statements contained therein not misleading. The Company will
promptly notify BANK if it learns of any material inaccuracy or misstatement in, or material omission from, any information provided by the Company to BANK pursuant to this Section&nbsp;5. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">6.&nbsp;&nbsp;&nbsp;&nbsp;<U>Not an Investment Adviser</U>. The Company acknowledges that BANK has not provided any advice hereunder as to the
value of securities or regarding the advisability of purchasing or selling any securities for the Trust&#146;s portfolio. The Company acknowledges and agrees that BANK has been retained to act solely as an adviser to the Company, and the
Company&#146;s engagement of BANK is not intended to confer rights upon any person (including the Trust or any shareholders, employees or creditors of the Company or the Trust) not a party hereto as against BANK or its affiliates, or their
respective directors, officers, employees or agents, successors, or assigns. BANK has acted as an independent contractor under this Agreement, and not in any other capacity including as a fiduciary, and any duties arising out of its engagement shall
be owed solely to the Company. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">7.&nbsp;&nbsp;&nbsp;&nbsp;<U>Not Exclusive</U>. Nothing herein shall be construed as prohibiting you or
your affiliates from acting as an underwriter or financial adviser or in any other capacity for any other persons (including other registered investment companies or other investment managers). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">8.&nbsp;&nbsp;&nbsp;&nbsp;<U>Amendment; Waiver</U>. No provision of this Agreement may be amended or waived except by an instrument in writing
signed by the parties hereto. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">9.&nbsp;&nbsp;&nbsp;&nbsp;<U>Governing Law</U>. This Agreement and any claim, counterclaim or dispute of
any kind or nature whatsoever arising out of or in any way relating to this Agreement (&#147;Claim&#148;), directly or indirectly, shall be governed by and construed in accordance with the laws of the State of New York. No Claim may be commenced,
prosecuted or continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York, which courts shall have exclusive
jurisdiction over the adjudication of such matters, and the Company and BANK consent to the jurisdiction of such courts and personal service with respect thereto. <B>EACH OF BANK AND THE COMPANY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR
CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT.</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">2 </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; text-indent:4%; font-size:10pt; font-family:Times New Roman">10.&nbsp;&nbsp;&nbsp;&nbsp;<U>Successors and Assigns</U>. This Agreement shall be binding upon
the Company and BANK and their respective successors and assigns and any successor or assign of any substantial portion of the Company&#146;s or BANK&#146;s respective businesses and/or assets. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">11.&nbsp;&nbsp;&nbsp;&nbsp;<U>Counterparts</U>. This Agreement may be executed in any number of counterparts, each of which shall be an
original, and all of which, when taken together, shall constitute one agreement. Delivery of an executed signature page of this Agreement by facsimile transmission or other electronic transmission that accurately depicts a manual signature shall be
effective as delivery of a manually executed counterpart hereof. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">12.&nbsp;&nbsp;&nbsp;&nbsp;<U>Applicability to the Trust</U>. Nothing in
this Agreement is intended to or shall be deemed to bind the Trust, and the Trust shall have no obligation or liability under or in respect of this Agreement or the transaction contemplated hereby. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">[<I>Signature Page Follows</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">3 </P>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">This Agreement shall be effective as of the date first written above. </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
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<TD VALIGN="top" COLSPAN="3"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">BLACKROCK ADVISORS, LLC</P></TD></TR>
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<TD HEIGHT="16"></TD>
<TD HEIGHT="16" COLSPAN="2"></TD></TR>
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<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:10pt; font-family:Times New Roman">&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">Name:</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">Title:</TD></TR>
</TABLE></DIV> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Agreed and Accepted: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">[&nbsp;&nbsp;&nbsp;&nbsp;] </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<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:10pt; font-family:Times New Roman">&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">Name:</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">Title:</TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">[<I>Structuring Fee Agreement</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:10pt; font-family:Times New Roman" ALIGN="center"><B><U>Indemnification Agreement </U></B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;, 2021 </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">[Name/Address of Underwriter] </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Ladies and Gentlemen: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In connection with the engagement of [&nbsp;&nbsp;&nbsp;&nbsp;] (&#147;BANK&#148;) to advise and assist the undersigned (together with its
successors and assigns, the &#147;Company&#148;) with the matters set forth in the Structuring Fee Agreement, dated [&nbsp;&nbsp;&nbsp;&nbsp;] between the Company and BANK (the &#147;Agreement&#148;), in the event that BANK becomes involved in any
capacity in any claim, suit, action, proceeding, investigation or inquiry (including, without limitation, any shareholder or derivative action or arbitration proceeding) (collectively, a &#147;Proceeding&#148;) in connection with any matter relating
to or arising out of the Agreement, including, without limitation, related services and activities provided prior to the date of the Agreement, the Company agrees to indemnify, defend and hold BANK harmless to the fullest extent permitted by law,
from and against any losses, claims, damages, liabilities and expenses in connection with any such Proceeding, except to the extent that it shall be determined by a court of competent jurisdiction in a judgment that has become final in that it is no
longer subject to appeal or other review, that such losses, claims, damages, liabilities and expenses resulted primarily from the bad faith, gross negligence or willful misconduct of BANK. The indemnification provided hereunder shall not extend to
those matters indemnified under the Underwriting Agreement, dated [&nbsp;&nbsp;&nbsp;&nbsp;], by and among BlackRock Innovation and Growth Trust, BlackRock Advisors, LLC and each of the underwriters named therein. In addition, in the event that BANK
becomes involved in any capacity in any such Proceeding, the Company will reimburse BANK for its legal and other expenses (including the cost of any investigation and preparation) as such expenses are incurred by BANK in connection therewith, except
to the extent that it shall be determined by a court of competent jurisdiction in a judgment that has becomes final in that it is no longer subject to appeal or other review, that such legal and other expenses resulted primarily from the bad faith,
gross negligence or willful misconduct of BANK in performing the services that are the subject of the Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Promptly as reasonably
practicable after receipt by BANK of notice of the commencement of any Proceeding with respect to which indemnity is sought hereunder, BANK will notify the Company in writing of the commencement thereof; provided that the failure to so notify the
Company (i)&nbsp;will not relieve the Company from liability under this paragraph to the extent it is not materially prejudiced as a result thereof and (ii)&nbsp;in any event shall not relieve the Company from any liability which it may have
otherwise than on account of this Indemnification Agreement. The Company may assume the defense of any such Proceeding, including the employment of counsel reasonably satisfactory to BANK. BANK shall have the right to employ separate counsel in any
such Proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of BANK, unless (i)&nbsp;the Company shall have failed promptly to assume the defense thereof and employ counsel as provided
above or (ii)&nbsp;the named parties to any such Proceeding (including impleaded parties) include BANK and the Company, and BANK shall have been advised by counsel that there may be one or more legal defenses available to it that are
</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:10pt; font-family:Times New Roman">
different from or in addition to those available to the Company, provided that the Company shall not in any event be responsible hereunder for the fees and expenses of more than one firm of
separate counsel in connection with any Proceeding in the same jurisdiction, in addition to any local counsel. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">If such indemnification
were not to be available for any reason, the Company agrees to contribute to the losses, claims, damages, liabilities and expenses involved (i)&nbsp;in the proportion appropriate to reflect the relative benefits received or sought to be received by
the Company and its members and affiliates and other constituencies, on the one hand, and BANK, on the other hand, in the matters contemplated by the Agreement or (ii)&nbsp;if (but only if and to the extent) the allocation provided for in clause
(i)&nbsp;is for any reason held unenforceable, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i)&nbsp;but also the relative fault of the Company and its members and affiliates and other
constituencies, on the one hand, and the party entitled to contribution, on the other hand, as well as any other relevant equitable considerations. The Company agrees that for the purposes of this paragraph the relative benefits received, or sought
to be received, by the Company and its members and affiliates, on the one hand, and the party entitled to contribution, on the other hand, of a transaction as contemplated shall be deemed to be in the same proportion that the total value received by
or paid to or contemplated to be received by or paid to the Company or its members or affiliates and other constituencies, as the case may be, as a result of or in connection with the transaction (whether or not consummated) for which BANK has been
retained to perform services bears to the fees paid to BANK under the Agreement; provided, that in no event shall the Company contribute less than the amount necessary to assure that BANK is not liable for losses, claims, damages, liabilities and
expenses in excess of the amount of fees actually received by BANK pursuant to the Agreement. Relative fault shall be determined by reference to, among other things, whether any alleged untrue statement or omission or any other alleged conduct
relates to information provided by the Company or other conduct by the Company (or its employees or other agents), on the one hand, or by BANK, on the other hand. The Company will not settle any Proceeding in respect of which indemnity may be sought
hereunder, whether or not BANK is an actual or potential party to such Proceeding, without BANK&#146;s prior written consent (which consent shall not be unreasonably withheld), unless such settlement, compromise or consent (i)&nbsp;includes an
unconditional release of BANK from all liability related to or arising out of such Proceeding and (ii)&nbsp;does not impose any actual or potential liability upon BANK and does not contain any factual or legal admission by or with respect to BANK or
any adverse statement with respect to the character, professionalism, due care, loyalty, expertise or reputation of BANK or any action or inaction by BANK. For purposes of this Indemnification Agreement, BANK shall include
[&nbsp;&nbsp;&nbsp;&nbsp;], any of its affiliates, each other person, if any, controlling [&nbsp;&nbsp;&nbsp;&nbsp;] or any of its affiliates, their respective officers, current and former directors, employees and agents, and the successors and
assigns of all of the foregoing persons. The foregoing indemnity and contribution agreement shall be in addition to any rights that any indemnified party may have at common law or otherwise. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Company agrees that neither BANK nor any of its affiliates, directors, agents, employees or controlling persons shall have any liability
to the Company or any person asserting claims on behalf of or in right of the Company in connection with or as a result of either BANK&#146;s engagement under the Agreement or any matter referred to in the Agreement, including, without limitation,
related services and activities prior to the date of the Agreement, except to the extent that it shall be determined by a court of competent jurisdiction in a judgment that has become final </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:10pt; font-family:Times New Roman">
in that it is no longer subject to appeal or other review that any losses, claims, damages, liabilities or expenses incurred by the Company resulted primarily from the bad faith, gross negligence
or willful misconduct of BANK in performing the services that are the subject of the Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">For clarification, the parties to this
Indemnification Agreement agree that nothing in this Indemnification Agreement is intended to or shall be deemed to bind BlackRock Growth and Innovation Trust (the &#147;Trust&#148;), and the Trust shall have no obligation or liability under or in
respect of this Indemnification Agreement or the transaction contemplated hereby. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">THIS INDEMNIFICATION AGREEMENT AND ANY CLAIM,
COUNTERCLAIM OR DISPUTE OF ANY KIND OR NATURE WHATSOEVER WITH RESPECT TO THE SERVICES PERFORMED PURSUANT TO AND IN ACCORDANCE WITH THE AGREEMENT (&#147;CLAIM&#148;), DIRECTLY OR INDIRECTLY, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK. EXCEPT AS SET FORTH BELOW, NO CLAIM MAY BE COMMENCED, PROSECUTED OR CONTINUED IN ANY COURT OTHER THAN THE COURTS OF THE STATE OF NEW YORK LOCATED IN THE CITY AND COUNTY OF NEW YORK OR IN THE UNITED STATES DISTRICT
COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, WHICH COURTS SHALL HAVE EXCLUSIVE JURISDICTION OVER THE ADJUDICATION OF SUCH MATTERS, AND THE COMPANY AND BANK CONSENT TO THE JURISDICTION OF SUCH COURTS AND PERSONAL SERVICE WITH RESPECT THERETO. THE
COMPANY HEREBY CONSENTS TO PERSONAL JURISDICTION, SERVICE AND VENUE IN ANY COURT IN WHICH ANY CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT IS BROUGHT BY ANY THIRD PARTY AGAINST BANK OR ANY INDEMNIFIED PARTY. <B>EACH OF BANK AND THE
COMPANY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT.</B> EACH OF BANK AND THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY
PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING THEREON AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH SUCH PARTY IS OR MAY BE SUBJECT, BY
SUIT UPON SUCH JUDGMENT. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The foregoing Indemnification Agreement shall remain in full force and effect in connection with the services
provided under the Agreement notwithstanding any termination of BANK&#146;s engagement. This Indemnification Agreement shall be binding upon the Company and BANK and their respective successors and assigns and any successor or assign of any
substantial portion of the Company&#146;s or BANK&#146;s respective businesses and/or assets. This Indemnification Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which shall constitute
one and the same agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">[<I>Signature Page Follows</I>] </P>

<p style="margin-top:1em; margin-bottom:0em; page-break-before:always">
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 <DIV ALIGN="right">
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<TD VALIGN="top" COLSPAN="3"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">Very truly yours,</P></TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16" COLSPAN="3"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em; font-size:10pt; font-family:Times New Roman">BLACKROCK ADVISORS, LLC</P></TD></TR>
<TR STYLE="font-size:1pt">
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<TD HEIGHT="16" COLSPAN="2"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<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:10pt; font-family:Times New Roman">&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">Name:</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">Title:</TD></TR>
</TABLE></DIV> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Agreed and Accepted: </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">[&nbsp;&nbsp;&nbsp;&nbsp;] </P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<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:10pt; font-family:Times New Roman">&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">Name:</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">Title:</TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">[<I>Indemnification Agreement</I>] </P>
</BODY></HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(H)(5)
<SEQUENCE>6
<FILENAME>d93447dex99h5.htm
<DESCRIPTION>FORM OF MORGAN STANLEY STRUCTURING AND SYNDICATION FEE AGREEMENT
<TEXT>
<HTML><HEAD>
<TITLE>Form of Morgan Stanley Structuring and Syndication Fee Agreement</TITLE>
</HEAD>
 <BODY BGCOLOR="WHITE">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit&nbsp;(h)(5) </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>STRUCTURING AND SYNDICATION FEE AGREEMENT </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right">&nbsp;&nbsp;&nbsp;&nbsp;, 2021 </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Morgan
Stanley&nbsp;&amp; Co. LLC </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">1585 Broadway </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">New York, New York
10036 </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Ladies and Gentlemen: </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">This
agreement is between BlackRock Advisors, LLC (the &#147;<U>Company</U>&#148;) and Morgan Stanley&nbsp;&amp; Co. LLC (&#147;<U>Morgan Stanley</U>&#148;) with respect to BlackRock Innovation and Growth Trust (the &#147;<U>Trust</U>&#148;). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">1.&nbsp;&nbsp;&nbsp;&nbsp;<U>Fee</U>. (a)&nbsp;In consideration of advice to the Company relating to, but not limited to, the design and
structuring of, and marketing assistance with respect to, the Trust and the distribution of the Trust&#146;s common shares of beneficial interest, par value $0.001 per share (the &#147;<U>Shares</U>&#148;), and syndication assistance with respect to
the Trust and the distribution of the Shares, including without limitation, views from an investor market, distribution and syndication perspective on (i)&nbsp;diversification, proportion and concentration approaches for the Trust&#146;s investments
in light of current market conditions, (ii)&nbsp;marketing issues with respect to the Trust&#146;s investment policies and proposed investments, (iii)&nbsp;the proportion of the Trust&#146;s assets to invest in the Trust&#146;s strategies,
(iv)&nbsp;the overall marketing and positioning thesis for the Trust&#146;s initial public offering of its Shares (the &#147;<U>Offering</U>&#148;), (v) securing syndicate participants for the Offering, (vi)&nbsp;preparation of marketing and
diligence materials for underwriters, (vii)&nbsp;conveying information and market updates to syndicate members and (viii)&nbsp;coordinating syndicate orders during the Offering, the Company shall pay a fee to Morgan Stanley calculated at (A)
[&nbsp;&nbsp;&nbsp;&nbsp;]% of the aggregate price to the public of all Shares sold by Morgan Stanley in the Offering (including any Shares over-allotted by Morgan Stanley in the Offering regardless of whether the over-allotment option in the
Offering is exercised) and (B) [&nbsp;&nbsp;&nbsp;&nbsp;]% of the aggregate price to the public of all Shares sold in the Offering by any other broker or dealer participating in the Offering (each, an &#147;<U>Other Broker</U>&#148;) (including any
Shares over-allotted in the Offering regardless of whether the over-allotment option in the Offering is exercised) that does not receive Other Compensation (as defined below) from the Company, equal to $[&nbsp;&nbsp;&nbsp;&nbsp;] (the
&#147;<U>Fee</U>&#148;). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(b)&nbsp;&nbsp;&nbsp;&nbsp;In the event the Offering does not close pursuant to the terms of the principal
underwriting agreement relating to the Offering (the &#147;<U>Underwriting Agreement</U>&#148;), Morgan Stanley will not receive any fees under this Agreement; however, for the avoidance of doubt, accountable expenses actually incurred may be
payable to Morgan Stanley pursuant to the terms of the Underwriting Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(c)&nbsp;&nbsp;&nbsp;&nbsp;Notwithstanding paragraph (a),
in the event that the Company (or the Trust or any person or entity affiliated with the Company, the Trust or any <FONT STYLE="white-space:nowrap">sub-adviser</FONT> to the Trust or acting on behalf of or at the direction of any of the foregoing)
compensates or agrees to compensate any Other Broker for any services or otherwise in connection with the Offering or with respect to the Trust or its Shares (excluding for this purpose any compensation paid directly to the entire underwriting
syndicate, as a group, pursuant to the Underwriting Agreement), whether such </P>

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compensation be denominated a fee, an expense reimbursement, a <FONT STYLE="white-space:nowrap">set-off,</FONT> a credit or otherwise (such compensation with respect to any Other Broker, such
Other Broker&#146;s &#147;<U>Other Compensation</U>&#148;), then the amount of the Fee shall be increased as and to the extent necessary so that the Fee payable to Morgan Stanley hereunder, expressed as (i)&nbsp;a dollar amount or (ii)&nbsp;a
percentage of the aggregate price to the public of the Shares sold by Morgan Stanley in the Offering (including any Shares over-allotted by Morgan Stanley in the Offering regardless of whether the over-allotment option in the Offering is exercised),
is no less than the Other Compensation, expressed as (i)&nbsp;a dollar amount or (ii)&nbsp;a percentage of the aggregate price to the public of the Shares sold by such Other Broker in the Offering (including any Shares over-allotted by such Other
Broker in the Offering regardless of whether the over-allotment option in the Offering is exercised), respectively.</P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(d)&nbsp;&nbsp;&nbsp;&nbsp;The Company shall pay the Fee to Morgan Stanley on the Closing Date, by wire transfer to the order of Morgan
Stanley using the following wire instructions: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman">Citibank, N.A. </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman">Account: Morgan Stanley&nbsp;&amp; Co. </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman">Account #: <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">388-90-774</FONT></FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman">ABA #: <FONT STYLE="white-space:nowrap"><FONT STYLE="white-space:nowrap">021-000-089</FONT></FONT> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman">Attention: Laura Cheng </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman">Ref:
BlackRock Innovation and Growth Trust </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Please notify &#147;fidfinalsettle@morganstanley.com&#148; when the wire is sent. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">(e)&nbsp;&nbsp;&nbsp;&nbsp;The Company acknowledges that the Fee is in addition to any compensation Morgan Stanley earns in connection with
its role as an underwriter to the Trust in the Offering, which services are distinct from and in addition to the services described above. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">2.&nbsp;&nbsp;&nbsp;&nbsp;<U>Term</U>. This Agreement shall terminate upon payment of the entire amount of the Fee, as specified in
Section&nbsp;1 hereof, or upon the termination of the Underwriting Agreement without the Shares having been delivered and paid for, except as provided in Sections 3 and 4. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">3.&nbsp;&nbsp;&nbsp;&nbsp;<U>Indemnification</U>. The Company agrees to the indemnification and other agreements set forth in the
Indemnification Agreement attached hereto, the provisions of which are incorporated herein by reference and shall survive the termination, expiration or supersession of this Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">4.&nbsp;&nbsp;&nbsp;&nbsp;<U>Confidential Advice</U>. None of any advice rendered by Morgan Stanley to the Company or any communication from
Morgan Stanley in connection with the services performed by Morgan Stanley pursuant to this Agreement will be quoted or referred to orally or in writing, or reproduced or disseminated, by the Company or any of its affiliates or any of their agents,
without Morgan Stanley&#146;s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), except (i)&nbsp;the Company may disclose the foregoing to any regulatory authority in response to a regulatory
proceeding, process, inquiry or request, so long as the Company gives Morgan Stanley prompt notice, as reasonably practicable under the circumstances, thereof unless in the opinion of the Company&#146;s counsel it is not legally able to do
</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>


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so, (ii)&nbsp;to the extent otherwise required by law, judicial process or applicable regulation (after consultation with, and approval (not to be unreasonably withheld, conditioned or delayed)
as to form and substance by, Morgan Stanley and its counsel, unless in the opinion of the Company&#146;s counsel it is not legally able to so consult) and (iii)&nbsp;to the Trust and its officers and trustees and their legal counsel, auditors and
other advisors. This confidentiality provision will terminate eighteen months from the date first written above. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">5.&nbsp;&nbsp;&nbsp;&nbsp;<U>Not an Investment Adviser</U>. The Company acknowledges that Morgan Stanley is not providing any advice hereunder
as to the value of securities or regarding the advisability of purchasing or selling any securities for the Trust&#146;s portfolio. No provision of this Agreement shall be considered as creating, nor shall any provision create, any obligation on the
part of Morgan Stanley, and Morgan Stanley is not agreeing hereby, to: (i)&nbsp;furnish any advice or make any recommendations regarding the purchase or sale of portfolio securities; or (ii)&nbsp;render any opinions, valuations or recommendations of
any kind or to perform any such similar services. The Company&#146;s engagement of Morgan Stanley pursuant to this Agreement is not intended to confer rights upon any person (including the Trust or any shareholders, employees or creditors of the
Company or the Trust) not a party hereto as against Morgan Stanley or its affiliates, or their respective directors, officers, employees or agents, successors, or assigns. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">6.&nbsp;&nbsp;&nbsp;&nbsp;<U>Not Exclusive</U>. Nothing herein shall be construed as prohibiting Morgan Stanley or its affiliates from acting
as an underwriter or financial advisor or in any other capacity for any other persons (including other registered investment companies or other investment managers). Neither this Agreement nor the performance of the services contemplated hereunder
shall be considered to constitute a partnership, association or joint venture between Morgan Stanley and the Company. In addition, nothing in this Agreement shall be construed to constitute Morgan Stanley as the agent or employee of the Company or
the Company as the agent or employee of Morgan Stanley, and neither party shall make any representation to the contrary. It is understood that Morgan Stanley is engaged hereunder solely to provide the services described above to the Company and that
Morgan Stanley is not acting as an agent or fiduciary of, and Morgan Stanley shall not have any duties or liability to, the current or future partners or equity owners of the Company or any other third party in connection with its engagement
hereunder, all of which are hereby expressly waived to the extent the Company has the authority to waive such duties and liabilities. For the avoidance of doubt, and subject to Section&nbsp;1(c) hereof, it is acknowledged and agreed that the Company
may pay compensation of any kind to any other person for services the same as, or similar to, the services provided by Morgan Stanley hereunder. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">7.&nbsp;&nbsp;&nbsp;&nbsp;<U>Assignment</U>. This Agreement may not be assigned by either party without prior written consent of the other
party. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">8.&nbsp;&nbsp;&nbsp;&nbsp;<U>Amendment; Waiver</U>. No provision of this Agreement may be amended or waived except by an
instrument in writing signed by the parties hereto. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">9.&nbsp;&nbsp;&nbsp;&nbsp;<U>Governing Law; Consent to Jurisdiction; </U><B><U>WAIVER
OF JURY TRIAL</U></B>. This Agreement and any claim, counterclaim, dispute or proceeding of any kind or nature whatsoever arising out of or in any way relating to this Agreement (&#147;<U>Claim</U>&#148;), directly or indirectly, shall be governed
by and construed in accordance with the internal laws of the State of New York. No Claim may be commenced, prosecuted or continued in any court other than the courts of the State </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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of New York located in the City and County of New York or in the United States District Court for the Southern District of New York (and of the appropriate appellate courts therefrom), which
courts shall have exclusive jurisdiction over the adjudication of such matters except as provided below. Each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any
such Claim and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such Claim in any such court or that any such Claim brought in any such court has been
brought in an inconvenient forum. Process in any such Claim may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on
such party at the address provided in Section&nbsp;11 shall be deemed effective service of process on such party. <B>EACH OF MORGAN STANLEY AND THE COMPANY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR CLAIM (WHETHER BASED UPON CONTRACT,
TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT</B>. EACH OF MORGAN STANLEY AND THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT BROUGHT IN ANY
SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON MORGAN STANLEY AND THE COMPANY, AS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS TO THE JURISDICTION OF WHICH MORGAN STANLEY OR THE COMPANY ARE OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENT.
</P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">10.&nbsp;&nbsp;&nbsp;&nbsp;<U>Entire Agreement</U>. This Agreement (including the attached Indemnification Agreement) embodies the entire
agreement and understanding between the parties hereto and supersedes all prior agreements and understandings relating to the subject matter hereof. If any provision of this Agreement is determined to be invalid or unenforceable in any respect, such
determination will not affect such provision in any other respect or any other provision of this Agreement, which will remain in full force and effect. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">11.&nbsp;&nbsp;&nbsp;&nbsp;<U>Notices</U>. All notices required or permitted to be sent under this Agreement shall be sent, if to the Company:
</P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman">BlackRock Advisors, LLC </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman">Park Avenue Plaza </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman">55 East 52nd
Street </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman">New York, New York 10055 </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman">Attention: General Counsel </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">or if to Morgan
Stanley: </P> <P STYLE="margin-top:6pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman">Morgan Stanley&nbsp;&amp; Co. LLC </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman">1585 Broadway </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman">New York, New York
10036 </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; margin-left:4%; font-size:10pt; font-family:Times New Roman">Attention: General Counsel </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">or such
other name or address as may be given in writing to the other parties. Any notice shall be deemed to be given or received on the third day after deposit by certified U.S. mail, postage prepaid, or when actually received, whether by hand, express
delivery service or facsimile or other electronic transmission, whichever is earlier. </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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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">12.&nbsp;&nbsp;&nbsp;&nbsp;<U>Counterparts</U>. This Agreement may be executed in any number of
counterparts, each of which shall be an original, and all of which, when taken together, shall constitute one agreement. Delivery of an executed signature page of this Agreement by facsimile or other electronic transmission that accurately depicts a
manual signature shall be effective as delivery of a manually executed counterpart hereof. </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>


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 <P STYLE="margin-top:0pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">This Agreement shall be effective as of the date first written above. </P>
<P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
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<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">Very truly yours,</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16" COLSPAN="3"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">BLACKROCK ADVISORS, LLC</TD></TR></TABLE></DIV> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P><DIV ALIGN="right">
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<TD WIDTH="87%"></TD></TR>

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<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:10pt; font-family:Times New Roman">&nbsp;</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Name:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Title:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD></TR>
</TABLE></DIV> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Accepted and agreed to as of </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">the date first above written: </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">MORGAN STANLEY&nbsp;&amp; CO. LLC
</P> <P STYLE="font-size:12pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P>
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<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:10pt; font-family:Times New Roman">&nbsp;</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Name:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Title:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">[<I>Morgan Stanley Fee</I> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><I>Agreement</I>] </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><B>INDEMNIFICATION AGREEMENT </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right">, 2021 </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Morgan Stanley&nbsp;&amp; Co. LLC </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">1585 Broadway </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">New York, New York 10036 </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Ladies and Gentlemen: </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">In connection with the
engagement of Morgan Stanley&nbsp;&amp; Co. LLC (&#147;<U>Morgan Stanley</U>&#148;) to advise and assist the undersigned (together with its affiliates and subsidiaries, referred to as the &#147;<U>Company</U>&#148;) with the matters set forth in the
Structuring and Syndication Fee Agreement dated [&nbsp;&nbsp;&nbsp;&nbsp;], 2021 between the Company and Morgan Stanley (the &#147;<U>Fee Agreement</U>&#148;), in the event that Morgan Stanley becomes involved in any capacity in any claim, suit,
action, proceeding, investigation or inquiry (including, without limitation, any shareholder or derivative action or arbitration proceeding) (collectively, a &#147;<U>Proceeding</U>&#148;) with respect to the services performed pursuant to and in
accordance with the Fee Agreement, including, without limitation, related services and activities prior to the date of the Fee Agreement, the Company has agreed to indemnify and hold harmless Morgan Stanley and Morgan Stanley&#146;s affiliates and
their respective officers, directors, employees and agents and each other person, if any, controlling Morgan Stanley or any of Morgan Stanley&#146;s affiliates (Morgan Stanley and each such other person being an &#147;<U>Indemnified
Person</U>&#148;) from and against any losses, claims, damages or liabilities related to, arising out of or in connection with the activities (the &#147;<U>Activities</U>&#148;) performed by any Indemnified Person in connection with, or arising out
of, or based upon, the Fee Agreement and/or any action taken by any Indemnified Person in connection therewith (including, without limitation, any presentation given by the Company and an Indemnified Person relating to the common shares of
beneficial interest, par value $0.001 per share (the &#147;<U>Shares</U>&#148;) of BlackRock Innovation and Growth Trust (the &#147;<U>Trust</U>&#148;)), and will reimburse each Indemnified Person for all expenses (including fees and expenses of
counsel) as they are incurred in connection with investigating, preparing, pursuing or defending any Proceeding related to, arising out of or in connection with the Activities, whether or not pending or threatened and whether or not any Indemnified
Person is a party. The Company will not, however, be responsible for any losses, claims, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted from the bad faith, gross negligence or willful
misconduct of any Indemnified Person. The Company also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or otherwise) to the Company related to, arising out of or in connection with the
Activities, except for any such liability for losses, claims, damages or liabilities incurred by the Company that are finally judicially determined to have resulted from the bad faith, gross negligence or willful misconduct of such Indemnified
Person. The indemnification provided hereunder shall be limited to the Activities and shall not extend to any losses, claims, damages or liabilities related to, arising out of, or in connection with the Underwriting Agreement, dated
[&nbsp;&nbsp;&nbsp;&nbsp;], 2021, by and among the Trust, BlackRock Advisors, LLC and each of the underwriters named therein (the &#147;<U>Underwriters</U>&#148;). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">Notwithstanding the foregoing, in no event shall the Company be responsible for any losses, claims, damages or liabilities to any Indemnified
Person arising from any such Proceeding in excess of the gross proceeds received by the Trust from the initial public offering of the Shares </P>

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 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
of the Trust (the &#147;<U>Offering</U>&#148;) minus the compensation of $[&nbsp;&nbsp;&nbsp;&nbsp;] per Share paid by the Company to the Underwriters; provided, however, that the Company shall,
as set forth above, indemnify and be responsible for, regardless of the gross proceeds received by the Trust from the Offering, all expenses (including fees and expenses of counsel) incurred in connection with investigating, preparing, pursuing or
defending any Proceeding related to, arising out of or in connection with the Activities, whether or not pending or threatened and whether or not any Indemnified Person is a party, as set forth above, except to the extent that it shall be determined
by a court of competent jurisdiction in a judgment that has become final in that it is no longer subject to appeal or other review that such losses, claims, damages, liabilities and expenses resulted from the bad faith, gross negligence or willful
misconduct of Morgan Stanley. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Company will not, without Morgan Stanley&#146;s prior written consent, which consent shall not be
unreasonably withheld or delayed, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any Proceeding in respect of which indemnification may be sought hereunder (whether or not any Indemnified Person is a party
thereto) unless such settlement, compromise, consent or termination includes a release of each Indemnified Person from any liabilities arising out of such Proceeding. No Indemnified Person seeking indemnification, reimbursement or contribution under
this agreement (the &#147;<U>Indemnification Agreement</U>&#148;) will, without the Company&#146;s prior written consent, settle, compromise, consent to the entry of any judgment in or otherwise seek to terminate any Proceeding. Promptly as
reasonably practicable after receipt by an Indemnified Person of notice of the commencement of any Proceeding, the Indemnified Person will, if a claim in respect thereof is to be made under this Indemnification Agreement, notify the Company in
writing of the commencement thereof; but the failure to so notify the Company (i)&nbsp;will not relieve the Company from liability under this paragraph to the extent it is not materially prejudiced (through the forfeiture of substantive rights and
defenses) as a result thereof and (ii)&nbsp;in any event shall not relieve the Company from any liability which it may have otherwise than on account of this Indemnification Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">If such indemnification were not to be available for any reason, the Company agrees to contribute to the losses, claims, damages, liabilities
and expenses involved (i)&nbsp;in the proportion appropriate to reflect the relative benefits received or sought to be received by the Company (including the net proceeds from the Shares sold by Morgan Stanley in the Offering before deducting
expenses minus the compensation of $[&nbsp;&nbsp;&nbsp;&nbsp;] per Share sold by Morgan Stanley paid by the Company to the Underwriters) and its equity holders and affiliates, on the one hand, and Morgan Stanley, on the other hand, in the matters
contemplated by the Fee Agreement or (ii)&nbsp;if (but only if and to the extent) the allocation provided for in clause (i)&nbsp;is for any reason held unenforceable, in such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i)&nbsp;but also the relative fault of the Company and its equity holders and affiliates, on the one hand, and the party entitled to contribution, on the other hand, as well as any other relevant equitable considerations. The
Company agrees that for the purposes of this paragraph the relative benefits received, or sought to be received, by the Company and its equity holders and affiliates, on the one hand, and the party entitled to contribution, on the other hand, of a
transaction as contemplated shall be deemed to be in the same proportion that the total value received by or paid to or contemplated to be received by or paid to the Company or its equity holders or affiliates, as the case may be, as a result of or
in connection with the transaction (whether or not consummated) for which Morgan Stanley has been retained to perform financial services bears to the fees paid to Morgan Stanley under the Fee Agreement; provided that in no event shall the Company
contribute </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">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">
less than the amount necessary to assure that Morgan Stanley is not liable for losses, claims, damages, liabilities and expenses in excess of the amount of fees actually received by Morgan
Stanley pursuant to the Fee Agreement. Relative fault shall be determined by reference to, among other things, whether any alleged untrue statement or omission or any other alleged conduct relates to information provided by the Company or other
conduct by the Company (or its employees or other agents), on the one hand, or by Morgan Stanley, on the other hand. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">This Indemnification
Agreement, together with the Fee Agreement, any contemporaneous written agreements and any prior written agreements (to the extent not superseded by this agreement) that relate to the Offering, represents the entire agreement between the Company and
the Indemnified Persons with respect to the fee paid to Morgan Stanley under the Fee Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The Company acknowledges that in
connection with the Offering and the services performed pursuant to the Fee Agreement: (i)&nbsp;Morgan Stanley has acted at arm&#146;s length, is not an agent of, and owes no fiduciary duties to, the Company, the Trust or any person affiliated with
the Trust or the Company, (ii)&nbsp;Morgan Stanley owes the Company only those duties and obligations set forth in this Indemnification Agreement and the Fee Agreement and (iii)&nbsp;Morgan Stanley may have interests that differ from those of the
Company. The Company waives to the full extent permitted by applicable law any claims any of the Company, the Trust or any person affiliated with the Trust or the Company may have against Morgan Stanley arising from an alleged breach of fiduciary
duty in connection with the Offering or the services performed pursuant to the Fee Agreement. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">The provisions of this Indemnification
Agreement shall apply to the Activities and any modification thereof and shall remain in full force and effect regardless of any termination or the completion of Morgan Stanley&#146;s services under the Fee Agreement. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; text-indent:4%; font-size:10pt; font-family:Times New Roman">This Indemnification Agreement may not be assigned by either party without prior written consent of the other party. No provision of this
Indemnification Agreement may be amended or waived except by an instrument in writing signed by the parties hereto. This Indemnification Agreement and any claim, counterclaim, dispute or proceeding of any kind or nature whatsoever arising out of or
in any way relating to this Indemnification Agreement (&#147;<U>Claim</U>&#148;), directly or indirectly, shall be governed by and construed in accordance with the internal laws of the State of New York. No Claim may be commenced, prosecuted or
continued in any court other than the courts of the State of New York located in the City and County of New York or in the United States District Court for the Southern District of New York (and of the appropriate appellate courts therefrom), which
courts shall have exclusive jurisdiction over the adjudication of such matters except as provided below. Each of the parties hereby irrevocably consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any
such Claim and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such Claim in any such court or that any such Claim brought in any such court has been
brought in an inconvenient forum. Process in any such Claim may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on
such party at the address provided in Section&nbsp;11 of the Fee Agreement shall be deemed effective service of process on such party. <B>EACH OF MORGAN STANLEY AND THE COMPANY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY PROCEEDING OR CLAIM (WHETHER
BASED </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">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; font-size:10pt; font-family:Times New Roman">
<B>UPON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR IN ANY WAY RELATING TO THIS INDEMNIFICATION AGREEMENT</B>. EACH OF MORGAN STANLEY AND THE COMPANY AGREES THAT A FINAL JUDGMENT IN ANY
PROCEEDING OR CLAIM ARISING OUT OF OR IN ANY WAY RELATING TO THIS INDEMNIFICATION AGREEMENT BROUGHT IN ANY SUCH COURT SHALL BE CONCLUSIVE AND BINDING UPON MORGAN STANLEY AND THE COMPANY, AS THE CASE MAY BE, AND MAY BE ENFORCED IN ANY OTHER COURTS TO
THE JURISDICTION OF WHICH MORGAN STANLEY OR THE COMPANY ARE OR MAY BE SUBJECT, BY SUIT UPON SUCH JUDGMENT. This Indemnification Agreement may be executed in any number of counterparts, each of which shall be an original, and all of which, when taken
together, shall constitute one agreement. Delivery of an executed signature page of this Indemnification Agreement by facsimile or other electronic transmission that accurately depicts a manual signature shall be effective as delivery of a manually
executed counterpart hereof. </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">
 <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>

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<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">Very truly yours,</TD></TR>
<TR STYLE="font-size:1pt">
<TD HEIGHT="16" COLSPAN="3"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top" COLSPAN="3">BLACKROCK ADVISORS, LLC</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: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">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:10pt; font-family:Times New Roman">&nbsp;</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Name:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Title:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD></TR>
</TABLE></DIV> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Accepted and agreed to as of </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">the date first above written: </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">MORGAN STANLEY&nbsp;&amp; CO. LLC
</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">


<TR>

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<TD VALIGN="bottom" WIDTH="1%"></TD>
<TD WIDTH="86%"></TD></TR>


<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<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:10pt; font-family:Times New Roman">&nbsp;</P></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Name:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD></TR>
<TR STYLE="page-break-inside:avoid ; font-family:Times New Roman; font-size:10pt">
<TD VALIGN="top">Title:</TD>
<TD VALIGN="bottom">&nbsp;</TD>
<TD VALIGN="top"></TD></TR>
</TABLE> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center">[<I>Morgan Stanley Indemnification</I> </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><I>Agreement</I>] </P>
</BODY></HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(L)
<SEQUENCE>7
<FILENAME>d93447dex99l.htm
<DESCRIPTION>OPINION AND CONSENT OF COUNSEL
<TEXT>
<HTML><HEAD>
<TITLE>Opinion and Consent of Counsel</TITLE>
</HEAD>
 <BODY BGCOLOR="WHITE">

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


<TR>

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<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 STYLE=" margin-top:0pt ; margin-bottom:0pt; margin-left:1.00em; text-indent:-1.00em">


<IMG SRC="g93447miles1.jpg" ALT="LOGO">
</P></TD>
<TD VALIGN="bottom">&nbsp;&nbsp;</TD>
<TD VALIGN="top" ALIGN="right"><B>Exhibit (l)</B></TD></TR>
</TABLE> <P STYLE="margin-top:48pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">March&nbsp;24, 2021 </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">BlackRock
Innovation and Growth Trust </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">55 East 52nd Street </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">New York,
New York 10055 </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Ladies and Gentlemen: </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">We have acted as
special Maryland counsel to BlackRock Innovation and Growth Trust, a Maryland statutory trust registered under the Investment Company Act of 1940, as amended, as a <FONT STYLE="white-space:nowrap">closed-end</FONT> management investment company (the
&#147;Company&#148;), in connection with certain matters of Maryland law arising out of the offering and sale of common shares (the &#147;Shares&#148;) of beneficial interest, par value $0.001 per share, of the Company, covered by the Registration
Statement on Form <FONT STYLE="white-space:nowrap">N-2,</FONT> filed by the Company with the Securities and Exchange Commission (the &#147;Commission&#148;) on December&nbsp;18, 2020 (File No.&nbsp;333-251526) (together with any amendments through
the date hereof, the &#147;Registration Statement&#148;), pursuant to the Securities Act of 1933, as amended (the &#147;Act&#148;). </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">We have examined the
Registration Statement (exclusive of the exhibits thereto other than the Company&#146;s governing documents) and such corporate records, certificates, and documents as we deemed necessary for the purpose of this opinion. We have relied as to certain
factual matters on information obtained from public officials and officers of the Company. Based on that examination, we advise you that in our opinion the Shares, when issued under the circumstances contemplated in the Registration Statement, will
be legally issued, fully paid, and <FONT STYLE="white-space:nowrap">non-assessable</FONT> (except to the extent that under Section&nbsp;3.8 of Article III of the Agreement and Declaration of Trust of the Company (the &#147;Declaration of
Trust&#148;), the Board of Trustees of the Company (the &#147;Board&#148;) has the power to cause each Shareholder (as defined in the Declaration of Trust) or each Shareholder of any particular series to pay directly, in advance or arrears, for
charges of distribution, of the custodian or transfer, Shareholder servicing or similar agent, a pro rata amount as defined from time to time by the Board, by setting off such charges due from such Shareholder from declared but unpaid dividends or
distributions owed such Shareholder and/or by reducing the number of shares in the account of such Shareholder by that number of full and/or fractional shares which represents the outstanding amount of such charges due from such Shareholder). </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">In expressing the opinion set forth herein, we have assumed that (i)&nbsp;all documents submitted to us as originals are authentic, (ii)&nbsp;all documents
submitted to us as copies conform with the originals of those documents, (iii)&nbsp;all signatures on all documents submitted to us for examination are genuine, (iv)&nbsp;each natural person executing any such document is legally competent to do so,
(v)&nbsp;all public records reviewed by us or on our behalf are accurate and complete, (vi)&nbsp;at the time of issuance of any of the Shares, (A)&nbsp;the Company will have a sufficient number of authorized but unissued Shares for the issuance and
the Company will be in good standing under the laws of the State of Maryland, </P> <P STYLE="font-size:6pt;margin-top:0pt;margin-bottom:0pt">&nbsp;</P> <P STYLE="margin-top:0pt;margin-bottom:0pt" ALIGN="center">


<IMG SRC="g93447miles2.jpg" ALT="LOGO">
 </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:10pt; font-family:Times New Roman">
BlackRock Innovation and Growth Trust </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">March&nbsp;24, 2021 </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Page 2 </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">and (B)&nbsp;none of the governing documents of the
Company will have been amended so as to cause such issuance of the Shares to conflict with or violate any provisions of the governing documents of the Company. We express no opinion with respect to the laws of, or the effect or applicability of the
laws of, any jurisdiction other than, and our opinion expressed herein is limited to, the laws of the State of Maryland. The opinion expressed herein is limited to the matters expressly set forth in this letter and no other opinion should be
inferred beyond the matters expressly stated. </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving our
consent, we do not thereby admit that we are in the category of persons whose consent is required under Section&nbsp;7 of the Act or the rules and regulations of the Commission thereunder. </P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Very truly yours, </P> <P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Miles&nbsp;&amp; Stockbridge P.C. </P>
<P STYLE="font-size:18pt;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%" VALIGN="top" ALIGN="left">By:</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left"><U>/s/ Emily A. Higgs&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U>
</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="4%" VALIGN="top" ALIGN="left">&nbsp;</TD>
<TD ALIGN="left" VALIGN="top"> <P STYLE=" margin-top:0pt ; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman; " ALIGN="left">Principal </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">-&nbsp;2&nbsp;- </P>

</BODY></HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(N)
<SEQUENCE>8
<FILENAME>d93447dex99n.htm
<DESCRIPTION>INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM CONSENT
<TEXT>
<HTML><HEAD>
<TITLE>Independent Registered Public Accounting Firm Consent</TITLE>
</HEAD>
 <BODY BGCOLOR="WHITE">
 <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="right"><B>Exhibit (n) </B></P>
<P STYLE="margin-top:12pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman" ALIGN="center"><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">We consent to the use in this Registration Statement <FONT STYLE="white-space:nowrap">No.&nbsp;333-251526</FONT> on
<FONT STYLE="white-space:nowrap">Form&nbsp;N-2</FONT> of our report dated February&nbsp;17, 2021 relating to the financial statement of BlackRock Innovation and Growth Trust, appearing in the Statement of Additional Information and to the reference
to us under the heading &#147;Independent Registered Public Accounting Firm&#148; in the Prospectus, which are part of such Registration Statement. </P> <P STYLE="margin-top:18pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">/s/
Deloitte&nbsp;&amp; Touche LLP </P> <P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">Boston, Massachusetts </P>
<P STYLE="margin-top:0pt; margin-bottom:0pt; font-size:10pt; font-family:Times New Roman">March&nbsp;24, 2021 </P>
</BODY></HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>GRAPHIC
<SEQUENCE>10
<FILENAME>g93447g06t81.jpg
<DESCRIPTION>GRAPHIC
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end
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
