<SEC-DOCUMENT>0001821268-21-000481.txt : 20211123
<SEC-HEADER>0001821268-21-000481.hdr.sgml : 20211123
<ACCEPTANCE-DATETIME>20211122212408
ACCESSION NUMBER:		0001821268-21-000481
CONFORMED SUBMISSION TYPE:	N-2/A
PUBLIC DOCUMENT COUNT:		7
FILED AS OF DATE:		20211123
DATE AS OF CHANGE:		20211122

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Guggenheim Active Allocation Fund
		CENTRAL INDEX KEY:			0001864208
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0531

	FILING VALUES:
		FORM TYPE:		N-2/A
		SEC ACT:		1940 Act
		SEC FILE NUMBER:	811-23702
		FILM NUMBER:		211434520

	BUSINESS ADDRESS:	
		STREET 1:		227 W. MONROE STREET
		CITY:			CHICAGO
		STATE:			IL
		ZIP:			60606
		BUSINESS PHONE:		800-345-7999

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

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Guggenheim Active Allocation Fund
		CENTRAL INDEX KEY:			0001864208
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0531

	FILING VALUES:
		FORM TYPE:		N-2/A
		SEC ACT:		1933 Act
		SEC FILE NUMBER:	333-256687
		FILM NUMBER:		211434519

	BUSINESS ADDRESS:	
		STREET 1:		227 W. MONROE STREET
		CITY:			CHICAGO
		STATE:			IL
		ZIP:			60606
		BUSINESS PHONE:		800-345-7999

	MAIL ADDRESS:	
		STREET 1:		227 W. MONROE STREET
		CITY:			CHICAGO
		STATE:			IL
		ZIP:			60606
<IS-FILER-A-NEW-REGISTRANT>N
<IS-FILER-A-WELL-KNOWN-SEASONED-ISSUER>N
<FILED-PURSUANT-TO-GENERAL-INSTRUCTION-A2>N
<IS-FUND-24F2-ELIGIBLE>N
</SEC-HEADER>
<DOCUMENT>
<TYPE>N-2/A
<SEQUENCE>1
<FILENAME>gug83252-n2a.htm
<DESCRIPTION>GUGGENHEIM ACTIVE ALLOCATION FUND
<TEXT>
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  <div style="text-align: center; font-family: 'Times New Roman'; font-weight: bold;"> As filed with the Securities and Exchange Commission on November 22, 2021 </div>
  <div style="text-align: right; font-family: 'Times New Roman'; font-weight: bold;">Securities Act File&#160;No.&#160;333-256687</div>
  <div style="text-align: right; font-family: 'Times New Roman'; font-weight: bold;">Investment Company Act File No.&#160;811-23702</div>
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    <hr noshade="noshade" align="center" style="height: 2px; color: #000000; background-color: #000000; margin-left: auto; margin-right: auto; border: none;">UNITED STATES</div>
  <div style="text-align: center; font-family: 'Times New Roman'; font-size: 18pt; font-weight: bold;">SECURITIES AND EXCHANGE COMMISSION</div>
  <div style="text-align: center; font-family: 'Times New Roman'; font-weight: bold;">Washington, D.C. 20549
    <hr noshade="noshade" align="center" style="height: 2px; color: #000000; background-color: #000000; margin-left: auto; margin-right: auto; border: none;"></div>
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  <div style="text-align: center; margin-top: 12pt; font-family: 'Times New Roman'; font-size: 18pt; font-weight: bold;">FORM&#160;N-2</div>
  <div style="text-align: center; font-family: 'Times New Roman'; font-size: 18pt; font-weight: bold;">Registration Statement</div>
  <div style="text-align: center; font-family: 'Times New Roman'; font-style: italic; font-weight: bold;">under</div>
  <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; border-collapse: collapse; text-align: left; color: #000000;" id="z7f66677e34c94af38999da93f4c6e727">

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          <div>&#160;&#160;</div>
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          <div style="text-align: center; font-style: italic; font-weight: bold;">the Securities Act of 1933</div>
        </td>
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          <div>&#160;</div>
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          <div style="text-align: right;">&#9746;</div>
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          <div>&#160;&#160;</div>
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        <td style="width: 93.92%; vertical-align: bottom;">
          <div style="text-align: center; font-weight: bold;"> Pre-Effective&#160;Amendment No. 3 </div>
        </td>
        <td style="width: 0.94%; vertical-align: bottom;">
          <div>&#160;</div>
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          <div style="text-align: right; font-family: 'Segoe UI Symbol', sans-serif;">&#9746;</div>
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          <div>&#160;&#160;</div>
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        <td style="width: 93.92%; vertical-align: bottom;">
          <div style="text-align: center; font-weight: bold;">Post-Effective Amendment No.</div>
        </td>
        <td style="width: 0.94%; vertical-align: bottom;">
          <div>&#160;</div>
        </td>
        <td style="width: 1.93%; vertical-align: bottom;">
          <div style="text-align: right;">&#9744;</div>
        </td>
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  </table>
  <div style="text-align: center; font-family: 'Times New Roman'; font-weight: bold;">and/or</div>
  <div style="text-align: center; font-family: 'Times New Roman'; font-size: 18pt; font-weight: bold;">Registration Statement</div>
  <div style="text-align: center; font-family: 'Times New Roman'; font-style: italic; font-weight: bold;">Under</div>
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          <div>&#160;&#160;</div>
        </td>
        <td style="width: 93.92%; vertical-align: bottom;">
          <div style="text-align: center; font-style: italic; font-weight: bold;">the Investment Company Act of 1940</div>
        </td>
        <td style="width: 0.94%; vertical-align: bottom;">
          <div>&#160;</div>
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          <div style="text-align: right;">&#9746;</div>
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          <div>&#160;&#160;</div>
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          <div style="text-align: center; font-weight: bold;"> Amendment No. 3 </div>
        </td>
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          <div>&#160;</div>
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          <div style="text-align: right; font-family: 'Segoe UI Symbol', sans-serif;">&#9746;</div>
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    <div style="text-align: center; margin-bottom: 2pt; font-family: 'Times New Roman';">&#160;</div>
    <div><br>
    </div>
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  <div style="text-align: center; margin-top: 12pt; font-family: 'Times New Roman'; font-size: 24pt; font-weight: bold;">Guggenheim Active Allocation Fund</div>
  <div style="text-align: center; font-family: 'Times New Roman'; font-weight: bold;">(Exact Name of Registrant as Specified in Declaration of Trust)</div>
  <div style="font-family: 'Times New Roman';">&#160;</div>
  <div>
    <div style="text-align: center; margin-bottom: 2pt; font-family: 'Times New Roman';">&#160;</div>
    <div><br>
    </div>
  </div>
  <div style="text-align: center; font-family: 'Times New Roman'; font-weight: bold;">
    <hr noshade="noshade" align="center" style="height: 2px; color: #000000; background-color: #000000; margin-left: auto; margin-right: auto; border: none;">227 West Monroe Street</div>
  <div style="text-align: center; font-family: 'Times New Roman'; font-weight: bold;">Chicago, Illinois 60606</div>
  <div style="text-align: center; font-family: 'Times New Roman'; font-weight: bold;">(Address of Principal Executive Offices)</div>
  <div style="text-align: center; margin-top: 12pt; font-family: 'Times New Roman'; font-weight: bold;">(312) 827-0100</div>
  <div style="text-align: center; font-family: 'Times New Roman'; font-weight: bold;">(Registrant&#8217;s Telephone Number, Including Area Code)</div>
  <div style="text-align: center; margin-top: 12pt; font-family: 'Times New Roman'; font-weight: bold;">Amy J. Lee</div>
  <div>
    <div style="text-align: center; font-family: 'Times New Roman'; font-weight: bold;">Guggenheim Funds Investment Advisors, LLC</div>
    <div style="text-align: center; font-family: 'Times New Roman'; font-weight: bold;">227 West Monroe Street</div>
    <div style="text-align: center; font-family: 'Times New Roman'; font-weight: bold;">Chicago, Illinois 60606</div>
  </div>
  <div style="text-align: center; font-family: 'Times New Roman'; font-weight: bold;">(Name and Address of Agent for Service)</div>
  <div style="font-family: 'Times New Roman';">&#160;
    <hr noshade="noshade" align="center" style="height: 2px; color: #000000; background-color: #000000; text-align: center; margin-left: auto; margin-right: auto; border: none;"></div>
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    <div style="text-align: center; margin-bottom: 2pt; font-family: 'Times New Roman';">&#160;</div>
    <div style="text-align: center; margin-top: 12pt; font-family: 'Times New Roman'; font-style: italic; font-weight: bold;">Copies to:</div>
  </div>
  <div style="font-family: 'Times New Roman';">&#160;</div>
  <table cellspacing="0" cellpadding="0" border="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; border-collapse: collapse; text-align: left; color: #000000;" id="z81a5d815686148579112d1345ab63515">

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          <div>
            <div style="text-align: center; font-weight: bold;">&#160;Julien Bourgeois </div>
            <div style="text-align: center; font-weight: bold;">Allison M. Fumai</div>
            <div style="text-align: center; font-weight: bold;">Dechert LLP</div>
            <div style="text-align: center; font-weight: bold;">1900 K Street, N.W.</div>
            <div style="text-align: center; font-weight: bold;">Washington, DC 20006</div>
          </div>
        </td>
        <td style="width: 50%; vertical-align: top; text-align: center;"><font style="font-weight: bold;">Clifford R. Cone<br>
            Jefferey D. LeMaster<br>
            Clifford Chance US LLP<br>
            31 West 52nd Street<br>
            New York, New York 10019</font><br>
        </td>
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  <div>
    <div style="text-align: center; margin-bottom: 2pt; font-family: 'Times New Roman';">&#160;</div>
    <div><br>
    </div>
  </div>
  <div style="margin-top: 12pt; font-family: 'Times New Roman';"><font style="font-weight: bold;">Approximate Date of Proposed Public Offering</font>: As soon as practicable after the effective date of this Registration Statement.</div>
  <div>
    <div style="text-align: center; margin-bottom: 2pt; font-family: 'Times New Roman';">&#160;</div>
    <div><br>
    </div>
  </div>
  <div style="margin-top: 12pt; font-family: 'Times New Roman';">If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, check the following box&#160;&#160;&#9744;</div>
  <div style="margin-top: 12pt; font-family: 'Times New Roman';">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 (&#8220;Securities Act&#8221;), other than
    securities offered in connection with a dividend reinvestment plan, check the following box&#160;&#160;&#9744;</div>
  <div style="margin-top: 12pt; font-family: 'Times New Roman';">If this Form is a registration statement pursuant to General Instruction A.2 or a post-effective amendment thereto, check the following box&#160;&#160;&#9744;</div>
  <div style="margin-top: 12pt; font-family: 'Times New Roman';">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&#160;&#160;&#9744;</div>
  <div style="margin-top: 12pt; font-family: 'Times New Roman';">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&#160;&#160;&#9744;</div>
  <div style="margin-top: 12pt; font-family: 'Times New Roman';">It is proposed that this filing will become effective (check appropriate box):</div>
  <div style="font-family: 'Times New Roman';">&#160;</div>
  <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; border-collapse: collapse; text-align: left; color: #000000;" id="z2d10a095743e4c97bc88b287a05615c2">

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          <div>&#9744;</div>
        </td>
        <td style="width: 96%; vertical-align: top;">
          <div>when declared effective pursuant to section 8(c) of the Securities Act</div>
        </td>
      </tr>

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  <div style="margin-top: 12pt; font-family: 'Times New Roman';">Check each box that appropriately characterizes the Registrant:</div>
  <div style="font-family: 'Times New Roman';">&#160;</div>
  <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; border-collapse: collapse; text-align: left; color: #000000;" id="zca1997693960438cb38514fe389abe99">

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          <div>&#9746;</div>
        </td>
        <td style="width: 96%; vertical-align: top;">
          <div>Registered Closed-End Fund (closed-end company that is registered under the Investment Company Act of 1940 (the &#8220;Investment Company Act&#8221;)).</div>
        </td>
      </tr>

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  <div style="font-family: 'Times New Roman';">&#160;</div>
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        <td style="width: 4%; vertical-align: top;">
          <div>&#9744;</div>
        </td>
        <td style="width: 96%; vertical-align: top;">
          <div>Business Development Company (closed-end company that intends or has elected to be regulated as a business development company under the Investment Company Act.</div>
        </td>
      </tr>

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  <div style="font-family: 'Times New Roman';">&#160;</div>
  <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; border-collapse: collapse; text-align: left; color: #000000;" id="z9650ac87d70e49b193062b65437508b8">

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          <div>&#9744;</div>
        </td>
        <td style="width: 96%; vertical-align: top;">
          <div>Interval Fund (Registered Closed-End Fund or a Business Development Company that makes periodic repurchase offers under Rule 23c-3 under the Investment Company Act).</div>
        </td>
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  <div style="font-family: 'Times New Roman';">&#160;</div>
  <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; border-collapse: collapse; text-align: left; color: #000000;" id="z2660d71c278b49cb81d14c2a7709920f">

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          <div>&#9744;</div>
        </td>
        <td style="width: 96%; vertical-align: top;">
          <div>A.2 Qualified (qualified to register securities pursuant to General Instruction A.2 of this Form).</div>
        </td>
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  <div style="font-family: 'Times New Roman';">&#160;</div>
  <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; border-collapse: collapse; text-align: left; color: #000000;" id="z71b542863c5243d5807d164bbdff4b0d">

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        <td style="width: 4%; vertical-align: top;">
          <div>&#9744;</div>
        </td>
        <td style="width: 96%; vertical-align: top;">
          <div>Well-Known Seasoned Issuer (as defined by Rule 405 under the Securities Act).</div>
        </td>
      </tr>

  </table>
  <div style="font-family: 'Times New Roman';">&#160;</div>
  <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; border-collapse: collapse; text-align: left; color: #000000;" id="z31f797bd924347ceaabfc8ef1609806e">

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        <td style="width: 4%; vertical-align: top;">
          <div>&#9744;</div>
        </td>
        <td style="width: 96%; vertical-align: top;">
          <div>Emerging Growth Company (as defined by Rule 12b-2 under the Securities and Exchange Act of 1934).</div>
        </td>
      </tr>

  </table>
  <div style="font-family: 'Times New Roman';">&#160;</div>
  <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; border-collapse: collapse; text-align: left; color: #000000;" id="z19051090ec6b469fbea181cd35f85b9d">

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        <td style="width: 4%; vertical-align: top;">
          <div>&#9744;</div>
        </td>
        <td style="width: 96%; vertical-align: top;">
          <div>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&#160;7(a)(2)(B) of the
            Securities Act.</div>
          <div>&#160;</div>
        </td>
      </tr>
      <tr>
        <td style="width: 4%; vertical-align: top;">
          <div>&#9746;</div>
        </td>
        <td style="width: 96%; vertical-align: top;">
          <div>New Registrant (registered or regulated under the Investment Company Act for less than 12 calendar months preceding this filing).</div>
        </td>
      </tr>

  </table>
  <div style="font-family: 'Times New Roman';">&#160;</div>
  <div>
    <div style="text-align: center; margin-bottom: 2pt; font-family: 'Times New Roman';">&#160;</div>
    <div><br>
    </div>
    <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
      <div id="DSPFPageBreak" style="page-break-after: always;">
        <hr noshade="noshade" style="border-width: 0px; clear: both; margin: 4px 0px; width: 100%; height: 2px; color: #000000; background-color: #000000;"></div>
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  <div style="text-align: center; margin-top: 12pt; font-family: 'Times New Roman'; font-weight: bold;">CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933</div>
  <div style="font-family: 'Times New Roman';">&#160;</div>
  <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; border-collapse: collapse; text-align: left; color: #000000;" id="zdf1bec7c303649e5b5ac6717e2682a4d">

      <tr>
        <td colspan="2" style="width: 43.87%; vertical-align: middle;">&#160;</td>
        <td style="width: 0.88%; vertical-align: bottom;">&#160;</td>
        <td style="width: 12.87%; vertical-align: middle;">&#160;</td>
        <td style="width: 0.88%; vertical-align: bottom;">&#160;</td>
        <td style="width: 12.87%; vertical-align: middle;">&#160;</td>
        <td style="width: 0.88%; vertical-align: bottom;">&#160;</td>
        <td style="width: 12.87%; vertical-align: middle;">&#160;</td>
        <td style="width: 0.88%; vertical-align: bottom;">&#160;</td>
        <td style="width: 14.01%; vertical-align: middle;">&#160;</td>
      </tr>
      <tr>
        <td colspan="10" style="width: 100%; vertical-align: bottom;">
          <div>
            <div style="font-family: 'Times New Roman', serif; font-size: 1pt;">&#160;</div>
          </div>
        </td>
      </tr>
      <tr>
        <td colspan="2" style="width: 43.87%; vertical-align: bottom; border-top: #000000 2px solid;">
          <div style="text-align: center; font-weight: bold;">Title of Securities Being Registered</div>
        </td>
        <td style="width: 0.88%; vertical-align: bottom; border-left: #000000 2px solid; border-top: #000000 2px solid;">
          <div>&#160;</div>
        </td>
        <td nowrap="nowrap" style="width: 12.87%; vertical-align: bottom; border-top: #000000 2px solid;">
          <div style="text-align: center; font-weight: bold;"> Amount&#160;Being<br>
              Registered(1)<br>
            </div>
        </td>
        <td style="width: 0.88%; vertical-align: bottom; border-left: #000000 2px solid; border-top: #000000 2px solid;">
          <div> &#160; </div>
        </td>
        <td nowrap="nowrap" style="width: 12.87%; vertical-align: bottom; border-top: #000000 2px solid;">
          <div style="text-align: center; font-weight: bold;"> Proposed </div>
          <div style="text-align: center; font-weight: bold;"> Maximum<br>
              Offering&#160;Price<br>
              per&#160;Unit(1)<br>
             </div>
        </td>
        <td style="width: 0.88%; vertical-align: bottom; border-left: #000000 2px solid; border-top: #000000 2px solid;">
          <div> &#160; </div>
        </td>
        <td nowrap="nowrap" style="width: 12.87%; vertical-align: bottom; border-top: #000000 2px solid;">
          <div style="text-align: center; font-weight: bold;"> Proposed<br>
              Maximum<br>
              Aggregate </div>
          <div style="text-align: center; font-weight: bold;"> Offering&#160;Price(1) </div>
        </td>
        <td style="width: 0.88%; vertical-align: bottom; border-left: #000000 2px solid; border-top: #000000 2px solid;">
          <div> &#160; </div>
        </td>
        <td nowrap="nowrap" style="width: 14.01%; vertical-align: bottom; border-top: #000000 2px solid;">
          <div style="text-align: center; font-weight: bold;"> Amount of<br>
              Registration&#160;Fee(2) </div>
        </td>
      </tr>
      <tr>
        <td colspan="2" style="width: 43.87%; vertical-align: top; border-top: 2px solid rgb(0, 0, 0); border-bottom: 2px solid rgb(0, 0, 0); background-color: rgb(204, 238, 255);">
          <div style="text-indent: -10pt; margin-left: 10pt;">Common Shares of Beneficial Interest, $0.01 par value</div>
        </td>
        <td style="width: 0.88%; vertical-align: bottom; border-left: 2px solid rgb(0, 0, 0); border-top: 2px solid rgb(0, 0, 0); border-bottom: 2px solid rgb(0, 0, 0); background-color: rgb(204, 238, 255);">
          <div>&#160;</div>
        </td>
        <td nowrap="nowrap" style="width: 12.87%; vertical-align: bottom; border-top: 2px solid rgb(0, 0, 0); border-bottom: 2px solid rgb(0, 0, 0); background-color: rgb(204, 238, 255);">
          <div style="text-align: center;"> 37,500,000 </div>
        </td>
        <td style="width: 0.88%; vertical-align: bottom; border-left: 2px solid rgb(0, 0, 0); border-top: 2px solid rgb(0, 0, 0); border-bottom: 2px solid rgb(0, 0, 0); background-color: rgb(204, 238, 255);">
          <div> &#160; </div>
        </td>
        <td nowrap="nowrap" style="width: 12.87%; vertical-align: bottom; border-top: 2px solid rgb(0, 0, 0); border-bottom: 2px solid rgb(0, 0, 0); background-color: rgb(204, 238, 255);">
          <div style="text-align: center;"> $20.00 </div>
        </td>
        <td style="width: 0.88%; vertical-align: bottom; border-left: 2px solid rgb(0, 0, 0); border-top: 2px solid rgb(0, 0, 0); border-bottom: 2px solid rgb(0, 0, 0); background-color: rgb(204, 238, 255);">
          <div> &#160; </div>
        </td>
        <td nowrap="nowrap" style="width: 12.87%; vertical-align: bottom; border-top: 2px solid rgb(0, 0, 0); border-bottom: 2px solid rgb(0, 0, 0); background-color: rgb(204, 238, 255);">
          <div style="text-align: center;"> $750,000,000 </div>
        </td>
        <td style="width: 0.88%; vertical-align: bottom; border-left: 2px solid rgb(0, 0, 0); border-top: 2px solid rgb(0, 0, 0); border-bottom: 2px solid rgb(0, 0, 0); background-color: rgb(204, 238, 255);">
          <div> &#160; </div>
        </td>
        <td nowrap="nowrap" style="width: 14.01%; vertical-align: bottom; border-top: 2px solid rgb(0, 0, 0); border-bottom: 2px solid rgb(0, 0, 0); background-color: rgb(204, 238, 255);">
          <div style="text-align: center;"> $69,541.40 </div>
        </td>
      </tr>
      <tr>
        <td colspan="10" style="width: 100%; vertical-align: bottom;">
          <div>
            <div style="font-family: 'Times New Roman', serif; font-size: 1pt;">&#160;</div>
          </div>
        </td>
      </tr>
      <tr>
        <td colspan="10" style="width: 100%; vertical-align: bottom;">
          <div>
            <div style="font-family: 'Times New Roman', serif; font-size: 1pt;">&#160;</div>
          </div>
        </td>
      </tr>
      <tr>
        <td style="width: 4%; vertical-align: top;">
          <div>(1)</div>
        </td>
        <td colspan="9" style="width: 96%; vertical-align: top;">
          <div>Estimated solely for purposes of calculating the registration fee.</div>
          <div>&#160;</div>
        </td>
      </tr>
      <tr>
        <td style="width: 4%; vertical-align: top;">
          <div>(2)</div>
        </td>
        <td colspan="9" style="width: 96%; vertical-align: top;">
          <div>
            <div style="margin-bottom: 8pt;"> Amount represents $109.10 previously paid to register $1,000,000 of common shares, plus $69,432.30 to register the additional $749,000,000 of common shares registered hereby. </div>
          </div>
        </td>
      </tr>

  </table>
  <div>
    <div style="margin-bottom: 2pt;"><br>
    </div>
    <div><br>
    </div>
  </div>
  <div style="font-family: 'Times New Roman'; font-weight: bold;">
    <hr noshade="noshade" align="center" style="height: 2px; color: #000000; background-color: #000000; text-align: center; margin-left: auto; margin-right: auto; border: none;">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.</div>
  <br>
  <div><font style="background-color: rgb(255, 255, 255); font-weight: normal; color: rgb(0, 0, 0); font-family: 'Times New Roman'; font-style: normal; font-variant: normal; text-transform: none;"><br>
    </font> </div>
  <div><font style="background-color: rgb(255, 255, 255); font-weight: normal; color: rgb(0, 0, 0); font-family: 'Times New Roman'; font-style: normal; font-variant: normal; text-transform: none;"></font></div>
  <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
    <div id="DSPFPageBreak" style="page-break-after: always;">
      <hr noshade="noshade" style="border-width: 0px; clear: both; margin: 4px 0px; width: 100%; height: 2px; color: #000000; background-color: #000000;"></div>
  </div>
  <div style="background-color: rgb(255, 255, 255); font-weight: normal; color: rgb(0, 0, 0); font-family: 'Times New Roman'; font-style: normal; font-variant: normal; text-transform: none;"><br>
  </div>
  <div style="background-color: rgb(255, 255, 255); font-weight: normal; color: rgb(0, 0, 0); font-family: 'Times New Roman'; font-style: normal; font-variant: normal; text-transform: none;"><br>
  </div>
  <div style="background-color: rgb(255, 255, 255); font-weight: normal; color: rgb(0, 0, 0); font-family: 'Times New Roman'; font-style: normal; font-variant: normal; text-transform: none;">
    <div>
      <div style="margin-top: 12pt; margin-bottom: 12pt;">
        <div>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.</div>
      </div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt;"> Subject to Completion, Dated November 22, 2021 </div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;"><br>
        <table cellspacing="0" cellpadding="0" border="0" id="z2d74d91675094647ae125e7aed8a1739" style="font-family: 'Times New Roman'; font-size: 10pt; color: #000000; width: 100%;">

            <tr>
              <td style="width: 50%; font-weight: bold;">
                <div>PRELIMINARY PROSPECTUS</div>
              </td>
              <td style="width: 50.00%;">
                <div style="text-align: right;">&#160;<img src="n2ax1x1.gif"></div>
              </td>
            </tr>

        </table>
      </div>
      &#160;</div>
    <div>
      <div style="text-align: center; font-weight: bold;">Shares </div>
      <div style="text-align: center; font-weight: bold;">Guggenheim Active Allocation Fund </div>
      <div style="text-align: center; font-weight: bold;">Common Shares </div>
      <div style="text-align: center; font-weight: bold;">$20.00 per share</div>
      <div style="text-align: center;">________________</div>
      <table cellspacing="0" cellpadding="0" style="width: 100%;" id="ze705d831e73d42e09df6425062b42afe">

          <tr>
            <td colspan="1" style="width: 100%; font-size: 10pt;">
              <div style="text-indent: 27pt;"><font style="font-style: italic;">Investment Objective and Philosophy.</font>&#160;Guggenheim Active Allocation Fund (the &#8220;Fund&#8221;) is a newly-organized,diversified, closed-end management investment company. The
                Fund&#8217;s investment objective is to maximize total return through a combination of current income and capital appreciation. The Fund will pursue both a tactical asset allocation strategy, dynamically allocating across asset classes, and a
                relative value-based investment strategy, utilizing quantitative and qualitative analysis to seek to identify securities with attractive relative value and risk/reward characteristics. The Fund&#8217;s sub-adviser seeks to combine a
                credit-managed fixed-income portfolio with a diversified pool of alternative investments and equity strategies. The Fund&#8217;s investment philosophy is predicated upon the belief that thorough research and independent thought are rewarded with
                performance that has the potential to outperform standard indexes on an absolute and/or risk adjusted basis. There can be no assurance that the Fund&#8217;s investment objective will be achieved.</div>
              <div> <br>
              </div>
              <div style="text-indent: 27pt;"><font style="font-style: italic;">Investment Portfolio.&#160;</font>The Fund will seek to achieve its investment objective by investing in a wide range of both fixed-income and other debt instruments (&#8220;Income
                Securities&#8221;) selected from a variety of sectors and credit qualities, including, but not limited to, government and agency securities, corporate bonds, loans and loan participations, structured finance investments (including residential and
                commercial mortgage-related securities, asset-backed securities, collateralized debt obligations and risk-linked securities), mezzanine and preferred securities and convertible securities. The Fund may invest in non-U.S. dollar-denominated
                Income Securities issued by sovereign entities and corporations, including Income Securities of issuers in emerging market countries. The Fund may invest in Income Securities of any credit quality, including, Income Securities rated
                below-investment grade (commonly referred to as &#8220;high-yield&#8221; or &#8220;junk&#8221; bonds), which are considered speculative with respect to the issuer&#8217;s capacity to pay interest and repay principal.</div>
              <div> <br>
              </div>
              <div style="text-indent: 27pt;">The Fund may also invest in common stocks, limited liability company interests, trust certificates and other equity investments (&#8220;Common Equity Securities&#8221;) that the Fund&#8217;s sub-adviser believes offer attractive
                yield and/or capital appreciation potential. The strategy may use options and other derivatives. The Fund plans to use various valuation models to determine the appropriate allocation amongst asset classes. As part of its Common Equity
                Securities strategy, the Fund may also opportunistically employ a strategy of writing (selling) covered call options (&#8220;Covered Call Option Strategy&#8221;) and may, from time to time, buy put options or sell covered put options on individual
                Common Equity Securities.</div>
              <div> <br>
              </div>
              <div style="text-indent: 27pt;">The Fund&#8217;s common shares of beneficial interest (the &#8220;Common Shares&#8221;) are expected to be listed on the New York Stock Exchange, subject to notice of issuance, under the symbol &#8220;GUG.&#8221;</div>
              <div> <br>
              </div>
              <div style="font-weight: bold; text-indent: 27pt;"><font style="font-style: italic;">No Prior History.</font>&#160;Because the Fund is newly organized, its Common Shares have no history of public trading. Shares of closed-end 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.</div>
              <font style="font-weight: bold;"> </font>
              <div> <font style="font-weight: bold;"><br>
                </font> </div>
              <font style="font-weight: bold;"> </font>
              <div style="font-weight: bold; text-indent: 27pt;">Investing in the Fund&#8217;s Common Shares involves certain risks. See &#8220;Risks&#8221; on page 87 of this Prospectus.</div>
              <font style="font-weight: bold;"> </font>
              <div> <font style="font-weight: bold;"><br>
                </font> </div>
              <font style="font-weight: bold;"> </font>
              <div style="font-weight: bold; text-indent: 27pt;">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.</div>
            </td>
          </tr>

      </table>
      <div>&#160;</div>
      <table cellspacing="0" cellpadding="0" border="0" style="width: 100%;" id="za17fc866a7854f239aed1c6a98874e97">

          <tr>
            <td style="width: 80%;">
              <div style="font-size: 10pt;">&#160;</div>
            </td>
            <td style="width: 10%;">
              <div style="text-align: center; font-weight: bold; font-size: 10pt;">Per</div>
            </td>
            <td style="width: 10%;">
              <div style="text-align: center; font-weight: bold; font-size: 10pt;">&#160;</div>
            </td>
          </tr>
          <tr>
            <td style="width: 80%;">
              <div style="font-size: 10pt;">&#160;</div>
            </td>
            <td style="width: 10%;">
              <div style="text-align: center; font-weight: bold; font-size: 10pt;"><u>Share</u></div>
            </td>
            <td style="width: 10%;">
              <div style="text-align: center; font-weight: bold; font-size: 10pt;"><u>Total(1)</u></div>
            </td>
          </tr>
          <tr>
            <td style="width: 80%; background-color: rgb(204, 238, 255);">
              <div style="font-size: 10pt;">Public Offering Price</div>
            </td>
            <td style="width: 10%; background-color: rgb(204, 238, 255);">
              <div style="text-align: center; font-size: 10pt;">$20.00</div>
            </td>
            <td style="width: 10%; background-color: rgb(204, 238, 255);">
              <div style="text-align: center; font-size: 10pt;">$</div>
            </td>
          </tr>
          <tr>
            <td style="width: 80%;">
              <div style="font-size: 10pt;">Sales Load(2)</div>
            </td>
            <td style="width: 10%;">
              <div style="text-align: center; font-size: 10pt;">None</div>
            </td>
            <td style="width: 10%;">
              <div style="text-align: center; font-size: 10pt;">None</div>
            </td>
          </tr>
          <tr>
            <td style="width: 80%; background-color: rgb(204, 238, 255);">
              <div style="font-size: 10pt;">Proceeds to the Fund(3)</div>
            </td>
            <td style="width: 10%; background-color: rgb(204, 238, 255);">
              <div style="text-align: center; font-size: 10pt;">$20.00</div>
            </td>
            <td style="width: 10%; background-color: rgb(204, 238, 255);">
              <div style="text-align: center; font-size: 10pt;">$</div>
            </td>
          </tr>

      </table>
      <div>&#160;</div>
      <div style="font-style: italic; text-align: right;">(notes on inside front cover)</div>
      <div> <br>
      </div>
      <div style="text-align: center;">The underwriters expect to deliver the Common Shares to purchasers on or about&#160;&#160;&#160; , 2021.</div>
      <div> <br>
      </div>
      <div style="text-align: center;"> ________________</div>
      <div style="text-align: center;"> <br>
      </div>
      <div style="text-align: center;">
        <table cellspacing="0" cellpadding="0" border="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; border-collapse: collapse; text-align: left; color: #000000;" id="zbf744d2e09df4d4384d9e7c223e4d73d">

            <tr>
              <td style="width: 25%; vertical-align: top;">
                <div style="font-weight: bold; font-size: 12pt;">BofA Securities</div>
              </td>
              <td style="width: 25%; vertical-align: top; font-weight: bold; text-align: center; font-size: 12pt;">&#160;Morgan Stanley</td>
              <td rowspan="1" style="width: 25%; vertical-align: top;">
                <div style="text-align: right; font-weight: bold; font-size: 12pt;">Wells Fargo Securities</div>
              </td>
            </tr>

        </table>
        <table cellspacing="0" cellpadding="0" border="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; border-collapse: collapse; text-align: left; color: #000000;">

            <tr>
              <td style="width: 33.33%; vertical-align: top;">
                <div style="font-weight: bold;">Oppenheimer &amp; Co.</div>
              </td>
              <td colspan="2" style="width: 33.34%; vertical-align: top;">
                <div style="text-align: center; font-weight: bold;">RBC Capital Markets</div>
              </td>
              <td style="width: 33.34%; vertical-align: top;">
                <div style="text-align: right; font-weight: bold;">Stifel</div>
              </td>
            </tr>
            <tr>
              <td style="width: 25%; vertical-align: top;">
                <div>B. Riley Securities</div>
              </td>
              <td style="width: 25%; vertical-align: top;">
                <div style="text-align: center;">Brookline Capital Markets</div>
              </td>
              <td style="width: 25%; vertical-align: top;">
                <div style="text-align: center;">D.A. Davidson &amp; Co.</div>
              </td>
              <td style="width: 25%; vertical-align: top;">
                <div style="text-align: right;">Drexel Hamilton</div>
              </td>
            </tr>
            <tr>
              <td style="width: 33.33%; vertical-align: top;">
                <div>Hennion &amp; Walsh, Inc.</div>
              </td>
              <td colspan="2" style="width: 33.34%; vertical-align: top;">
                <div style="text-align: center;">HilltopSecurities</div>
              </td>
              <td style="width: 33.34%; vertical-align: top;">
                <div style="text-align: right;">Janney Montgomery Scott</div>
              </td>
            </tr>
            <tr>
              <td style="width: 33.33%; vertical-align: top;">
                <div>Ladenburg Thalmann</div>
              </td>
              <td colspan="2" style="width: 33.34%; vertical-align: top;">
                <div style="text-align: center;">Maxim Group LLC</div>
              </td>
              <td style="width: 33.34%; vertical-align: top;">
                <div style="text-align: right;">Newbridge Securities Corporation</div>
              </td>
            </tr>
            <tr>
              <td style="width: 33.33%; vertical-align: top;">
                <div>Pershing LLC</div>
              </td>
              <td colspan="2" style="width: 33.34%; vertical-align: top;">
                <div style="text-align: center;">Rockefeller Capital Management</div>
              </td>
              <td style="width: 33.34%; vertical-align: top;">
                <div style="text-align: right;">Wedbush Securities Inc.</div>
              </td>
            </tr>

        </table>
      </div>
      <div style="text-align: center;">________________</div>
      <div style="text-align: center;">Prospectus dated , 2021</div>
      <div style="text-align: center;"> <br>
      </div>
      <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
        <div id="DSPFPageBreak" style="page-break-after: always;">
          <hr noshade="noshade" style="border-width: 0px; clear: both; margin: 4px 0px; width: 100%; height: 2px; color: #000000; background-color: #000000;"></div>
      </div>
      <div style="text-align: center;"><br>
      </div>
      <div>&#160;</div>
      <div>
        <div> ________________</div>
        <br>
      </div>
      <div style="font-style: italic;">(notes from previous page)</div>
      <div> <br>
      </div>
      <div style="text-indent: -18pt; margin-left: 18pt;">(1)&#160; The Fund has granted the underwriters an option to purchase up to 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 aggregate public offering price and proceeds to the Fund will be $ . See &#8220;Underwriters.&#8221;</div>
      <div> <br>
      </div>
      <div style="text-indent: -18pt; margin-left: 18pt;">
        <div style="margin-bottom: 8pt;">(2)&#160; The Investment Adviser (and not the Fund) has agreed to pay, from its own assets, compensation of $0.60 per Common Share to the underwriters in connection with this offering. Separately, the Investment Adviser
          (and not the Fund) has agreed to pay, from its own assets, an upfront structuring and syndication fee to BofA Securities, Inc. (or an affiliate), an upfront structuring fee to each of Morgan Stanley &amp; Co. LLC and Wells Fargo Securities, LLC,
          a fee to each of Oppenheimer &amp; Co. Inc., RBC Capital Markets, LLC and Stifel, Nicolaus &amp; Company, Incorporated, and may pay certain other qualifying underwriters and dealers a structuring fee, sales incentive fee or other additional
          compensation in connection with the offering. The Investment Adviser and certain of its affiliates (and not the Fund) expect to pay compensation to Guggenheim Funds Distributors, LLC (an affiliate of the Investment Adviser) that will participate
          in the marketing of Common Shares. See &#8220;Underwriters.&#8221;</div>
      </div>
      <div style="text-indent: -18pt; margin-left: 18pt;">(3)&#160; The Investment Adviser has agreed to pay all organizational expenses of the Fund and all offering costs associated with this offering. The Fund is not obligated to repay any such organizational
        expenses or offering costs paid by the Investment Adviser.</div>
      <div> <br>
      </div>
      <div style="font-style: italic;">(continued from previous page)</div>
      <div> <br>
      </div>
      <div>&#160;&#160;&#160;&#160;<font style="font-style: italic;">&#160;Investment Portfolio (continued).</font>&#160;In addition to its Covered Call Option Strategy, the Fund may, to a lesser extent, pursue a strategy that includes the sale (writing) of both covered call options
        and put options on indices of securities and sectors of securities. The Fund may also invest in a wide range of alternative investments,which include, but are not limited to, options across other asset classes, synthetic investments and derivative
        transactions.</div>
      <div> <br>
      </div>
      <div>&#160;&#160;<font style="font-style: italic;">&#160;&#160;&#160;Investment Adviser and Sub-Adviser.&#160;</font>Guggenheim Funds Investment Advisors, LLC (the &#8220;Investment Adviser&#8221;) serves as the Fund&#8217;s investment adviser and is responsible for the management of the Fund.
        Guggenheim Partners Investment Management, LLC (the &#8220;Sub-Adviser&#8221;) is responsible for the management of the Fund&#8217;s portfolio of securities. Each of the Investment Adviser and the Sub-Adviser is a wholly-owned subsidiary of Guggenheim Partners, LLC
        (&#8220;Guggenheim Partners&#8221;). Guggenheim Partners is a diversified financial services firm with wealth management, capital markets, investment management and proprietary investing businesses, whose clients are a mix of individuals, family offices,
        endowments, investment funds, foundations, insurance companies and other institutions that have entrusted Guggenheim Partners with the supervision of more than $325 billion of assets as of June 30, 2021. Guggenheim Partners is headquartered in
        Chicago and New York with a global network of offices throughout the United States, Europe, and Asia. The Investment Adviser and the Sub-Adviser are referred to herein collectively as the &#8220;Adviser.&#8221;</div>
      <div>&#160;</div>
      <div>&#160;&#160;<font style="font-style: italic;">&#160;&#160;Investment Parameters.</font>&#160;The Fund will use tactical asset allocation models to determine the optimal allocation of its assets between Income Securities and Common Equity Securities. The Fund may invest
        in below-investment grade securities (e.g., securities rated below Baa3 by Moody&#8217;s Investors Service, Inc., below BBB- by any nationally recognized statistical rating organization or, if unrated, determined by the Sub-Adviser to be of comparable
        quality). Below-investment grade securities are commonly referred to as &#8220;high-yield&#8221; or &#8220;junk&#8221; bonds and are considered speculative with respect to the issuer&#8217;s capacity to pay interest and repay principal. The Fund will not invest more than 25% of
        its total assets in securities, including structured instruments, such as mortgage-backed securities (&#8220;MBS&#8221;) and commercial mortgage-backed securities (&#8220;CMBS&#8221;), rated CCC or below (or, if unrated, determined to be of comparable credit quality by
        the Sub-Adviser) at the time of investment. For this purpose, if a security is rated by </div>
      <div> <br>
      </div>
      <div style="text-align: center;">ii<br>
      </div>
      <div> <br>
      </div>
    </div>
    <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
      <div id="DSPFPageBreak" style="page-break-after: always;">
        <hr noshade="noshade" style="border-width: 0px; clear: both; margin: 4px 0px; width: 100%; height: 2px; color: #000000; background-color: #000000;"></div>
    </div>
    <div><br>
      <div><br>
        <br>
        <br>
      </div>
      <div>multiple nationally recognized statistical rating organizations (&#8220;NRSROs&#8221;) and receives different ratings, the Fund will treat the security as being rated in the highest rating category received from an NRSRO. Under normal market conditions, the
        Fund will not invest more than: 50% of its total assets in Common Equity Securities consisting of common stock; 30% of its total assets in other investment companies, including registered investment companies, private investment funds and/or other
        pooled investment vehicles; and 30% of its total assets in issuers located outside the United States. In addition, the Fund will not invest more than: 15% of its total assets in securities issued by collateralized loan obligations (&#8220;CLOs&#8221;),
        including up to 5% of its total assets in equity securities issued by CLOs, and 15% of its total assets in (i) direct investments in commodities and (ii) issuers engaged in energy and natural resource businesses.</div>
      <div> <br>
      </div>
      <div>&#160;&#160;&#160;&#160;&#160;<font style="font-style: italic;">Financial Leverage.</font>&#160;The Fund may seek to enhance the level of its current distributions by utilizing financial leverage through the issuance of preferred shares (&#8220;Preferred Shares&#8221;) and through
        borrowings from certain financial institutions or the issuance of commercial paper or other forms of debt (&#8220;Borrowings&#8221;), or through a combination of the foregoing (collectively &#8220;Financial Leverage&#8221;). The Fund currently intends to use Financial
        Leverage through Borrowings from certain financial institutions. The Fund intends to enter into a credit facility within twelve months after the completion of this offering. The Fund has no present intention to issue Preferred Shares.</div>
      <div> <br>
      </div>
      <div>&#160;&#160;&#160;&#160;&#160;The Fund currently anticipates utilizing Financial Leverage for investment purposes in an amount equal to approximately 25% of its Managed Assets (as defined herein). However, the Fund may utilize Financial Leverage up to the limits imposed
        by the Investment Company Act of 1940, as amended (&#8220;1940 Act&#8221;). The Fund also is permitted to enter into reverse repurchase agreements, dollar rolls or similar transactions, and derivative transactions with leverage embedded in them (collectively
        &#8220;leveraged transactions&#8221;), to the maximum extent permitted by the Securities and Exchange Commission (&#8220;SEC&#8221;) and/or SEC staff rules, guidance or positions. The Fund&#8217;s total leverage from Financial Leverage and leveraged transactions may vary
        significantly over time based on the Sub-Adviser&#8217;s assessment of market and economic conditions, available investment opportunities and cost of Financial Leverage and leveraged transactions.</div>
      <div> <br>
      </div>
      <div>&#160;&#160;&#160;&#160;&#160;Although the use of Financial Leverage and leveraged transactions by the Fund may create an opportunity for increased total return for the Common Shares, it also results in additional risks and can magnify the effect of any losses.
        Financial Leverage and the use of leveraged transactions involve risks and special considerations for shareholders, including the likelihood of greater volatility of net asset value (&#8220;NAV&#8221;) and market price of, and dividends on, the Common Shares.
        To the extent the Fund increases its amount of Financial Leverage and leveraged transactions outstanding, it will be more exposed to these risks. The cost of Financial Leverage and leveraged transactions, including the portion of the investment
        advisory fee attributable to the assets purchased with the proceeds of Financial Leverage and leveraged transactions, is borne by holders of the Common Shares. To the extent the Fund increases its amount of Financial Leverage and leveraged
        transactions outstanding, the Fund&#8217;s annual expenses as a percentage of net assets attributable to Common Shares will increase. See &#8220;Use of Financial Leverage.&#8221;</div>
      <div> <br>
      </div>
      <div>&#160;&#160;&#160;&#160;<font style="font-style: italic;">&#160;Limited Term and Eligible Tender Offer.&#160;</font>In accordance with the Fund&#8217;s Agreement and Declaration of Trust, dated May 20, 2021 as amended and/or restated through the date hereof (the &#8220;Agreement and
        Declaration of Trust&#8221;), the Fund intends to dissolve as of the first business day following the twelfth anniversary of the effective date of the Fund&#8217;s initial registration statement, which the Fund currently expects to occur on or about November
        22, 2033 (the &#8220;Dissolution Date&#8221;); provided that the Board of Trustees of the Fund (the &#8220;Board&#8221;) may, by a vote of a majority of the Board and seventy-five percent (75%) of the members of the Board who either (i) have been a member of the Board for
        a period of at least thirty-six months (or since the commencement of the Fund&#8217;s operations, if less than thirty-six months) or (ii) were nominated to serve as a member of the Board, or designated as a Continuing Trustee (as defined below), by a
        majority of the Continuing Trustees, then members of the Board (the &#8220;Continuing Trustees&#8221;), without shareholder approval (a &#8220;Board Action Vote&#8221;), extend the Dissolution Date for one period up to </div>
      <div> <br>
      </div>
      <div style="text-align: center;">iii</div>
      <div><br>
      </div>
      <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
        <div id="DSPFPageBreak" style="page-break-after: always;">
          <hr noshade="noshade" style="border-width: 0px; clear: both; margin: 4px 0px; width: 100%; height: 2px; color: rgb(0, 0, 0); background-color: rgb(0, 0, 0);"></div>
      </div>
      <div><br>
        <br>
        <br>
      </div>
      <div>two years (which date shall then become the Dissolution Date). Each holder of Common Shares (the &#8220;Common Shareholders&#8221;) would be paid a pro rata portion of the Fund&#8217;s net assets upon dissolution of the Fund. The Board may, by a Board Action
        Vote, cause the Fund to conduct a tender offer, as of a date within the 6-18 months preceding the Dissolution Date (as may be extended as described above), to all Common Shareholders to purchase all outstanding Common Shares of the Fund at a price
        equal to the NAV per Common Share on the expiration date of the tender offer (an &#8220;Eligible Tender Offer&#8221;). In accordance with the Agreement and Declaration of Trust, in an Eligible Tender Offer, the Fund 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 Fund having net assets totaling less than $200 million (the &#8220;Dissolution Threshold&#8221;), the Eligible Tender Offer will be canceled,
        no Common Shares will be repurchased pursuant to the Eligible Tender Offer and the Fund will dissolve as scheduled (provided that if the Eligible Tender Offer was made prior to the Dissolution Date, the Board may approve an extension of the
        Dissolution Date). Regardless of whether the Eligible Tender Offer is completed or canceled, the Investment Adviser 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 Fund and its shareholders. If an Eligible Tender Offer is conducted and the payment for properly tendered Common
        Shares would result in the Fund having net assets greater than or equal to the Dissolution Threshold, all Common Shares properly tendered and not withdrawn will be purchased by the Fund pursuant to the terms of the Eligible Tender Offer. Following
        the consummation of an Eligible Tender Offer, the Board may, by a Board Action Vote,<font style="font-weight: bold;">&#160;eliminate the Dissolution Date without shareholder approval and provide for the Fund&#8217;s perpetual existence.</font> 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 Fund&#8217;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.&#160;<font style="font-weight: bold;">The Fund is not a so called &#8220;target date&#8221; or &#8220;life cycle&#8221; fund whose asset allocation becomes more conservative over
          time as its target date, often associated with retirement, approaches. In addition, the Fund is not a &#8220;target term&#8221; fund and thus does not seek to return the Fund&#8217;s initial public offering price per Common Share upon dissolution of the Fund 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.</font></div>
      <div> <br>
      </div>
      <div>&#160;&#160;&#160;&#160;&#160;You should read this Prospectus, which contains important information about the Fund, before deciding whether to invest, and retain it for future reference. A Statement of Additional Information (&#8220;SAI&#8221;) (File No. 811-23702), dated&#160;&#160;&#160; ,
        2021, containing additional information about the Fund, has been filed with the SEC and is incorporated by reference in its entirety into this Prospectus. The SEC maintains an internet site that contains reports, proxy and information statements,
        and other information regarding issuers that file electronically with the SEC (http://www.sec.gov). You may request a free copy of the SAI by calling (800) 345-7999 or by writing to the Investment Adviser at Guggenheim Funds Investment Advisors,
        LLC, 227 West Monroe Street, Chicago, Illinois 60606, or you may obtain a copy (and other information regarding the Fund) from the SEC&#8217;s web site (http://www.sec.gov). The Fund does not post a copy of the SAI on its website because the Common
        Shares are not continuously offered. The Fund&#8217;s annual and semi-annual reports, when available, will be available on the Fund&#8217;s website (www.guggenheiminvestments.com) free of charge. The information contained in, or that can be accessed through,
        the Fund&#8217;s website is not part of this Prospectus. You may also request a free copy of the annual and semi-annual reports to shareholders, when available, and additional information about the Fund, and may make other shareholder inquiries, without
        charge, by calling (800) 345-7999.</div>
      <div> <br>
      </div>
      <div> <br>
      </div>
      <div style="text-align: center;">iv</div>
      <div><br>
      </div>
      <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
        <div id="DSPFPageBreak" style="page-break-after: always;">
          <hr noshade="noshade" style="border-width: 0px; clear: both; margin: 4px 0px; width: 100%; height: 2px; color: rgb(0, 0, 0); background-color: rgb(0, 0, 0);"></div>
      </div>
      <div>&#160;</div>
      <div><br>
        <br>
        <br>
      </div>
      <div>&#160;&#160;&#160;&#160;&#160;The Fund&#8217;s Common Shares do not represent a deposit or obligation of, and are not guaranteed or endorsed by, any bank or other insured depository institution and are not federally insured by the Federal Deposit Insurance Corporation, the
        Federal Reserve Board or any other government agency. Investors could lose money by investing in the Fund.</div>
      <div> <br>
      </div>
      <div style="text-align: center;">v</div>
      <div> <br>
      </div>
      <div><br>
      </div>
      <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
        <div id="DSPFPageBreak" style="page-break-after: always;">
          <hr noshade="noshade" style="border-width: 0px; clear: both; margin: 4px 0px; width: 100%; height: 2px; color: rgb(0, 0, 0); background-color: rgb(0, 0, 0);"></div>
      </div>
      <div> <br>
      </div>
      <div>&#160;</div>
      <br>
      <br>
      <div>&#160;<font style="font-weight: bold;">&#160;&#160;&#160;&#160;You should rely only on the information contained or incorporated by reference in this Prospectus. The Fund 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 Fund 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 Fund&#8217;s business, financial condition and prospects may have changed since that date.<br>
        </font></div>
      <div><font style="font-weight: bold;"><br>
        </font></div>
      <div><br>
        <div style="text-align: center;"> ________________</div>
      </div>
      <div><font style="font-weight: bold;"> <br>
        </font></div>
      <div><font style="font-weight: bold;"> <br>
        </font></div>
      <table cellspacing="0" cellpadding="0" border="0" style="width: 100%;" id="z22c8b2e9ce05498f8f4fee5a68b6592a">

          <tr>
            <td colspan="2">
              <div style="font-size: 10pt; text-align: center; font-weight: bold;">TABLE OF CONTENTS</div>
            </td>
            <td colspan="1" style="width: 1%;">&#160;</td>
          </tr>
          <tr>
            <td colspan="2">
              <div style="font-size: 10pt; font-weight: bold;">&#160;</div>
            </td>
            <td colspan="1" style="width: 1%;">&#160;</td>
          </tr>
          <tr>
            <td style="width: 80%;">
              <div style="font-size: 10pt; font-weight: bold;">&#160;</div>
            </td>
            <td style="width: 19%;">
              <div style="font-size: 10pt; font-weight: bold; text-align: right;">Page</div>
            </td>
            <td colspan="1" style="width: 1%;">&#160;</td>
          </tr>
          <tr>
            <td style="width: 80%; background-color: rgb(204, 238, 255);">
              <div style="font-size: 10pt;">Prospectus</div>
            </td>
            <td style="width: 19%; background-color: rgb(204, 238, 255);">
              <div style="font-size: 10pt; text-align: right;">&#160;</div>
            </td>
            <td colspan="1" style="width: 1%; background-color: rgb(204, 238, 255);">&#160;</td>
          </tr>
          <tr>
            <td style="width: 80%;">
              <div style="font-size: 10pt;">Prospectus Summary</div>
            </td>
            <td style="width: 19%;">
              <div style="font-size: 10pt; text-align: right;">1</div>
            </td>
            <td colspan="1" style="width: 1%;">&#160;</td>
          </tr>
          <tr>
            <td style="width: 80%; background-color: rgb(204, 238, 255);">
              <div style="font-size: 10pt;">Summary of Fund Expenses</div>
            </td>
            <td style="width: 19%; background-color: rgb(204, 238, 255);">
              <div style="font-size: 10pt; text-align: right;">65</div>
            </td>
            <td colspan="1" style="width: 1%; background-color: rgb(204, 238, 255);">&#160;</td>
          </tr>
          <tr>
            <td style="width: 80%;">
              <div style="font-size: 10pt;">The Fund</div>
            </td>
            <td style="width: 19%;">
              <div style="font-size: 10pt; text-align: right;">67</div>
            </td>
            <td colspan="1" style="width: 1%;">&#160;</td>
          </tr>
          <tr>
            <td style="width: 80%; background-color: rgb(204, 238, 255);">
              <div style="font-size: 10pt;">Use of Proceeds</div>
            </td>
            <td style="width: 19%; background-color: rgb(204, 238, 255);">
              <div style="font-size: 10pt; text-align: right;">67</div>
            </td>
            <td colspan="1" style="width: 1%; background-color: rgb(204, 238, 255);">&#160;</td>
          </tr>
          <tr>
            <td style="width: 80%;">
              <div style="font-size: 10pt;">Investment Objective and Policies</div>
            </td>
            <td style="width: 19%;">
              <div style="font-size: 10pt; text-align: right;">67</div>
            </td>
            <td colspan="1" style="width: 1%;">&#160;</td>
          </tr>
          <tr>
            <td style="width: 80%; background-color: rgb(204, 238, 255);">
              <div style="font-size: 10pt;">The Fund&#8217;s Investments</div>
            </td>
            <td style="width: 19%; background-color: rgb(204, 238, 255);">
              <div style="font-size: 10pt; text-align: right;">70</div>
            </td>
            <td colspan="1" style="width: 1%; background-color: rgb(204, 238, 255);">&#160;</td>
          </tr>
          <tr>
            <td style="width: 80%;">
              <div style="font-size: 10pt;">Use of Financial Leverage</div>
            </td>
            <td style="width: 19%;">
              <div style="font-size: 10pt; text-align: right;">82</div>
            </td>
            <td colspan="1" style="width: 1%;">&#160;</td>
          </tr>
          <tr>
            <td style="width: 80%; background-color: rgb(204, 238, 255);">
              <div style="font-size: 10pt;">Risks</div>
            </td>
            <td style="width: 19%; background-color: rgb(204, 238, 255);">
              <div style="font-size: 10pt; text-align: right;">87</div>
            </td>
            <td colspan="1" style="width: 1%; background-color: rgb(204, 238, 255);">&#160;</td>
          </tr>
          <tr>
            <td style="width: 80%;">
              <div style="font-size: 10pt;">Management of the Fund</div>
            </td>
            <td style="width: 19%;">
              <div style="font-size: 10pt; text-align: right;">129</div>
            </td>
            <td colspan="1" style="width: 1%;">&#160;</td>
          </tr>
          <tr>
            <td style="width: 80%; background-color: rgb(204, 238, 255);">
              <div style="font-size: 10pt;">Net Asset Value</div>
            </td>
            <td style="width: 19%; background-color: rgb(204, 238, 255);">
              <div style="font-size: 10pt; text-align: right;">132</div>
            </td>
            <td colspan="1" style="width: 1%; background-color: rgb(204, 238, 255);">&#160;</td>
          </tr>
          <tr>
            <td style="width: 80%;">
              <div style="font-size: 10pt;">Distributions</div>
            </td>
            <td style="width: 19%;">
              <div style="font-size: 10pt; text-align: right;">135</div>
            </td>
            <td colspan="1" style="width: 1%;">&#160;</td>
          </tr>
          <tr>
            <td style="width: 80%; background-color: rgb(204, 238, 255);">
              <div style="font-size: 10pt;">Dividend Reinvestment Plan</div>
            </td>
            <td style="width: 19%; background-color: rgb(204, 238, 255);">
              <div style="font-size: 10pt; text-align: right;">136</div>
            </td>
            <td colspan="1" style="width: 1%; background-color: rgb(204, 238, 255);">&#160;</td>
          </tr>
          <tr>
            <td style="width: 80%;">
              <div style="font-size: 10pt;">Description of Capital Structure</div>
            </td>
            <td style="width: 19%;">
              <div style="font-size: 10pt; text-align: right;">137</div>
            </td>
            <td colspan="1" style="width: 1%;">&#160;</td>
          </tr>
          <tr>
            <td style="width: 80%; background-color: rgb(204, 238, 255);">
              <div style="font-size: 10pt;">Anti-Takeover and Other Provisions in the Fund&#8217;s Governing Documents</div>
            </td>
            <td style="width: 19%; background-color: rgb(204, 238, 255);">
              <div style="font-size: 10pt; text-align: right;">138</div>
            </td>
            <td colspan="1" style="width: 1%; background-color: rgb(204, 238, 255);">&#160;</td>
          </tr>
          <tr>
            <td style="width: 80%;">
              <div style="font-size: 10pt;">Closed-End Fund Structure</div>
            </td>
            <td style="width: 19%;">
              <div style="font-size: 10pt; text-align: right;">142</div>
            </td>
            <td colspan="1" style="width: 1%;">&#160;</td>
          </tr>
          <tr>
            <td style="width: 80%; background-color: rgb(204, 238, 255);">
              <div style="font-size: 10pt;">Repurchase of Common Shares; Conversion to Open-End Fund</div>
            </td>
            <td style="width: 19%; background-color: rgb(204, 238, 255);">
              <div style="font-size: 10pt; text-align: right;">142</div>
            </td>
            <td colspan="1" style="width: 1%; background-color: rgb(204, 238, 255);">&#160;</td>
          </tr>
          <tr>
            <td style="width: 80%;">
              <div style="font-size: 10pt;">U.S. Federal Income Tax Considerations</div>
            </td>
            <td style="width: 19%;">
              <div style="font-size: 10pt; text-align: right;">143</div>
            </td>
            <td colspan="1" style="width: 1%;">&#160;</td>
          </tr>
          <tr>
            <td style="width: 80%; background-color: rgb(204, 238, 255);">
              <div style="font-size: 10pt;">Underwriters</div>
            </td>
            <td style="width: 19%; background-color: rgb(204, 238, 255);">
              <div style="font-size: 10pt; text-align: right;">147</div>
            </td>
            <td colspan="1" style="width: 1%; background-color: rgb(204, 238, 255);">&#160;</td>
          </tr>
          <tr>
            <td style="width: 80%;">
              <div style="font-size: 10pt;">Custodian, Administrator, Transfer Agent and Dividend Disbursing Agent</div>
            </td>
            <td style="width: 19%;">
              <div style="font-size: 10pt; text-align: right;">149</div>
            </td>
            <td colspan="1" style="width: 1%;">&#160;</td>
          </tr>
          <tr>
            <td style="width: 80%; background-color: rgb(204, 238, 255);">
              <div style="font-size: 10pt;">Legal Matters</div>
            </td>
            <td style="width: 19%; background-color: rgb(204, 238, 255);">
              <div style="font-size: 10pt; text-align: right;">150</div>
            </td>
            <td colspan="1" style="width: 1%; background-color: rgb(204, 238, 255);">&#160;</td>
          </tr>
          <tr>
            <td style="width: 80%;">
              <div style="font-size: 10pt;">Independent Registered Public Accounting Firm</div>
            </td>
            <td style="width: 19%;">
              <div style="font-size: 10pt; text-align: right;">150</div>
            </td>
            <td colspan="1" style="width: 1%;">&#160;</td>
          </tr>
          <tr>
            <td style="width: 80%; background-color: rgb(204, 238, 255);">
              <div style="font-size: 10pt;">Additional Information</div>
            </td>
            <td style="width: 19%; background-color: rgb(204, 238, 255);">
              <div style="font-size: 10pt; text-align: right;">150</div>
            </td>
            <td colspan="1" style="width: 1%; background-color: rgb(204, 238, 255);">&#160;</td>
          </tr>
          <tr>
            <td style="width: 80%;">
              <div style="font-size: 10pt;">Privacy Principles of the Fund</div>
            </td>
            <td style="width: 19%;">
              <div style="font-size: 10pt; text-align: right;">150</div>
            </td>
            <td colspan="1" style="width: 1%;">&#160;</td>
          </tr>

      </table>
      <div>&#160;</div>
      <div style="text-align: center; font-weight: bold;">
        <hr align="center" style="height: 1px; width: 25%; color: #000000; background-color: #000000; margin-left: auto; margin-right: auto; border: none;">FORWARD-LOOKING STATEMENTS</div>
      <div> <br>
      </div>
      <div>&#160;&#160;&#160;&#160;&#160;This Prospectus contains or incorporates by reference forward-looking statements, within the meaning of the federal securities laws, that involve risks and uncertainties. These statements describe the Fund&#8217;s plans, strategies, and goals and
        the Fund&#8217;s beliefs and assumptions concerning future economic and other conditions and the outlook for the Fund, based on currently available information. In this Prospectus, words such as &#8220;anticipates,&#8221; &#8220;believes,&#8221; &#8220;expects,&#8221; &#8220;objectives,&#8221;
        &#8220;goals,&#8221; &#8220;future,&#8221; &#8220;intends,&#8221; &#8220;seeks,&#8221; &#8220;will,&#8221; &#8220;may,&#8221; &#8220;could,&#8221; &#8220;should&#8221; and similar expressions are used in an effort to identify forward-looking statements, although some forward-looking statements may be expressed differently. The Fund is not
        entitled to the safe harbor for forward-looking statements pursuant to Section 27A of the Securities Act of 1933, as amended.</div>
      <div> <br>
      </div>
      <div style="text-align: center;">vi</div>
      <div><br>
      </div>
      <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
        <div id="DSPFPageBreak" style="page-break-after: always;">
          <hr noshade="noshade" style="border-width: 0px; clear: both; margin: 4px 0px; width: 100%; height: 2px; color: rgb(0, 0, 0); background-color: rgb(0, 0, 0);"></div>
      </div>
      <div>&#160;</div>
      <br>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">PROSPECTUS SUMMARY</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt; font-style: italic;">This is only a summary of information contained elsewhere in this Prospectus. This summary does not contain all of the
          information that you should consider before investing in the Fund&#8217;s common shares of beneficial interest. You should carefully read the more detailed information contained elsewhere in this Prospectus prior to making an investment in the Fund,
          especially the information set forth under the headings &#8220;Investment Objective and Policies&#8221; and &#8220;Risks.&#8221; You may also wish to request a copy of the Fund&#8217;s Statement of Additional Information, dated , 2021 (the &#8220;SAI&#8221;), which contains additional
          information about the Fund.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">
        <table cellspacing="0" cellpadding="0" border="0" id="z0adcbd04abdc45b2bf59eede82117cff" style="font-family: 'Times New Roman'; font-size: 10pt; color: rgb(0, 0, 0); width: 100%;">

            <tr>
              <td style="width: 18%; text-align: left; vertical-align: top;">
                <div><font style="font-weight: bold;">The Fund</font></div>
              </td>
              <td style="width: 82%; text-align: left; vertical-align: top;">
                <div>
                  <div style="margin: 0px 0px 12pt;">Guggenheim Active Allocation Fund (the &#8220;Fund&#8221;) is a newly-organized, diversified, closed-end management investment company. The Fund&#8217;s objective is to maximize total return through a combination of
                    current income and capital appreciation.</div>
                  <div style="margin-top: 12pt; margin-bottom: 12pt;">The Fund&#8217;s common shares of beneficial interest, par value $0.01 per share, are called &#8220;Common Shares&#8221; and the holders of Common Shares are called &#8220;Common Shareholders&#8221; throughout this
                    Prospectus.</div>
                  <div style="margin-top: 12pt; margin-bottom: 12pt;">Guggenheim Funds Investment Advisors, LLC (the &#8220;Investment Adviser&#8221;) serves as the Fund&#8217;s investment adviser and is responsible for the management of the Fund. Guggenheim Partners
                    Investment Management, LLC (the &#8220;Sub-Adviser&#8221;) is responsible for the management of the Fund&#8217;s portfolio of securities. Each of the Investment Adviser and the Sub-Adviser is a wholly-owned subsidiary of Guggenheim Partners, LLC
                    (&#8220;Guggenheim Partners&#8221;). Guggenheim Partners is a diversified financial services firm with wealth management, capital markets, investment management and proprietary investing businesses, whose clients are a mix of individuals, family
                    offices, endowments, investment funds, foundations, insurance companies and other institutions that have entrusted Guggenheim Partners with the supervision of more than $325 billion of assets as of June 30, 2021. Guggenheim Partners is
                    headquartered in Chicago and New York with a global network of offices throughout the United States, Europe, and Asia.</div>
                </div>
              </td>
            </tr>
            <tr>
              <td style="width: 18%; text-align: left; vertical-align: top;">
                <div><font style="font-weight: bold;">The Offering</font> <br>
                </div>
              </td>
              <td style="width: 82%;">
                <div>The Fund is offering&#160;&#160;&#160;&#160; Common Shares at $20.00 per share through a group of underwriters (the &#8220;Underwriters&#8221;) led by BofA Securities, Inc., Morgan Stanley &amp; Co. LLC and Wells Fargo Securities,&#160; LLC. You must purchase at least 100
                  Common Shares ($2,000.00) in order to participate in this offering. The Fund has given the Underwriters an option to purchase up to &#160; &#160; additional Common Shares within 45 days of the date of this prospectus solely to cover
                  over-allotments, if any. See &#8220;Underwriters.&#8221; The Investment Adviser has agreed to pay compensation of $0.60 per Common Share to the Underwriters in connection with the offering. The Investment Adviser also has agreed to pay all of the
                  Fund&#8217;s organizational expenses and all offering costs associated with this offering. The Fund is not obligated to repay any such underwriting compensation, organizational expenses or offering costs paid by the Investment Adviser.</div>
                <div> <br>
                </div>
              </td>
            </tr>
            <tr>
              <td rowspan="1" style="width: 18%; text-align: left; vertical-align: top;"><font style="font-weight: bold;">Use of Proceeds</font></td>
              <td rowspan="1" style="width: 82%;">The Fund intends to invest the net proceeds of an offering of Common Shares in accordance with its investment objective and policies as stated herein. It is currently anticipated that the Fund will be able
                to invest substantially all of the net proceeds of an offering of Common Shares in accordance with its investment objective and policies, as stated herein, within three months after the completion of such</td>
            </tr>

        </table>
        <font style="font-size: 10pt; font-style: italic;"> </font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt;"><font style="font-weight: bold;">&#160;</font><br>
      </div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt;">1</div>
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      </div>
      <div style="font-size: 14pt;">&#160;</div>
      <div><br>
      </div>
      <div style="margin-top: 12pt; margin-bottom: 12pt;">
        <table cellspacing="0" cellpadding="0" border="0" id="ze24708980c62423ea51d6b3417179187" style="font-family: 'Times New Roman'; font-size: 10pt; color: rgb(0, 0, 0); width: 100%;">

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              <td style="width: 18%;">
                <div>&#160;</div>
              </td>
              <td style="width: 82%;">
                <div>offering. Pending such investment, it is anticipated that the proceeds will be invested in U.S. government securities or high quality, short-term money market securities. The Fund may also use the proceeds for working capital purposes,
                  including the payment of distributions, interest and operating expenses, although the Fund currently has no intent to issue Common Shares primarily for this purpose.</div>
              </td>
            </tr>
            <tr>
              <td style="width: 18%; text-align: left; vertical-align: top;">
                <div><font style="font-weight: bold;"> <br>
                  </font></div>
                <div><font style="font-weight: bold;">Limited Term and</font><font style="font-weight: bold;"> Eligible Tender Offer <br>
                  </font></div>
              </td>
              <td style="width: 82%;">
                <div>
                  <div style="text-align: left; margin-top: 12pt; margin-bottom: 12pt;">In accordance with the Fund&#8217;s Agreement and Declaration of Trust, dated May 20, 2021 as amended and/or restated through the date hereof (the &#8220;Agreement and Declaration
                    of Trust&#8221;), the Fund intends to dissolve as of the first business day following the twelfth anniversary of the effective date of the Fund&#8217;s initial registration statement, which the Fund currently expects to occur on or about November
                    22, 2033 (the &#8220;Dissolution Date&#8221;); provided that the Board of Trustees of the Fund (the &#8220;Board&#8221; or &#8220;Board of Trustees,&#8221; and the members thereof, the &#8220;Trustees&#8221;) may, by a vote of a majority of the Board and seventy-five percent (75%) of
                    the members of the Board, who either (i) have been a member of the Board for a period of at least thirty-six months (or since the commencement of the Fund&#8217;s operations, if fewer than thirty-six months) or (ii) were nominated to serve as
                    a member of the Board, or designated as a Continuing Trustee, by a majority of the Continuing Trustees then members of the Board (the &#8220;Continuing Trustees&#8221;), without shareholder approval (a &#8220;Board Action Vote&#8221;), extend the Dissolution
                    Date for one period up to two years (which date shall then become the Dissolution Date). In determining whether to extend the Dissolution Date, the Board may consider whatever factors it deems appropriate to its analysis including,
                    among other factors, the inability to sell the Fund&#8217;s assets in a time frame consistent with dissolution due to lack of market liquidity or other circumstances. Additionally, the Board may consider whether market conditions are such
                    that it is reasonable to believe that, with an extension, the Fund&#8217;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 Fund. Each holder of Common Shares would be paid a pro rata portion of the Fund&#8217;s net assets upon dissolution of the Fund.</div>
                  <div style="text-align: left; margin-top: 12pt; margin-bottom: 12pt;">Beginning one year before the Dissolution Date (the &#8220;Wind-Down Period&#8221;), the Fund may begin liquidating all or a portion of the Fund&#8217;s portfolio, and may deviate from
                    its investment policies and may not achieve its investment objective. During the Wind-Down Period (or in anticipation of an Eligible Tender Offer, as defined below), the Fund&#8217;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.</div>
                  <div style="text-align: left; margin-top: 12pt; margin-bottom: 12pt;">As of a date within the 6-18 months preceding the Dissolution Date (as may be extended as described above), the Board may, by a Board Action Vote, cause the Fund to
                    conduct a tender offer to all Common Shareholders to purchase all outstanding Common Shares of the Fund at a price equal to the NAV per Common Share on the expiration date of the tender offer (an &#8220;Eligible Tender Offer&#8221;).<br>
                  </div>
                </div>
              </td>
            </tr>

        </table>
        <br>
      </div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt;">2</div>
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      </div>
      <div style="font-size: 14pt;"><br>
      </div>
      <div><br>
        <table cellspacing="0" cellpadding="0" border="0" id="z27bec38133e94d3c837774fd6df1fe77" style="font-family: 'Times New Roman'; font-size: 10pt; color: rgb(0, 0, 0); width: 100%;">

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              <td style="width: 18%;">
                <div>&#160;</div>
              </td>
              <td style="width: 82%;">
                <div>
                  <div style="text-align: left; margin-top: 12pt; margin-bottom: 12pt;">In accordance with the Agreement and Declaration of Trust, in an Eligible Tender Offer, the Fund 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 Fund having net assets totaling less than $200 million (the &#8220;Dissolution Threshold&#8221;), the Eligible Tender Offer will be canceled, no
                    Common Shares will be repurchased pursuant to the Eligible Tender Offer and the Fund will dissolve as scheduled (provided that if the Eligible Tender Offer was made prior to the Dissolution Date, the Board may approve an extension of
                    the Dissolution Date). Regardless of whether the Eligible Tender Offer is completed or canceled, the Investment Adviser 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 Fund and its 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 &#8220;1940 Act&#8221;), the Securities Exchange Act of 1934, as amended (the &#8220;1934 Act&#8221;), and the applicable tender
                    offer rules thereunder (including Rule 13e-4 and Regulation 14E under the 1934 Act). If the Eligible Tender Offer is conducted and the payment for properly tendered Common Shares would result in the Fund having net assets greater than
                    or equal to the Dissolution Threshold, all Common Shares properly tendered and not withdrawn will be purchased by the Fund pursuant to the terms of the Eligible Tender Offer. The Fund&#8217;s purchase of tendered Common Shares pursuant to a
                    tender offer will generally have tax consequences for tendering Common Shareholders and may have tax consequences for non-tendering Common Shareholders. In addition, the Fund would continue to be subject to its obligations with respect
                    to its issued and outstanding borrowings, Preferred Shares or debt securities, if any. An Eligible Tender Offer may be commenced by Board Action Vote, without a shareholder vote. The Fund is not required to conduct an Eligible Tender
                    Offer. If no Eligible Tender Offer is conducted, the Fund 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
                    requisite approval of the Board and of the Fund&#8217;s shareholders.</div>
                  <div style="text-align: left; margin-top: 12pt; margin-bottom: 12pt;">Following the completion of an Eligible Tender Offer, the Board may, by a Board Action Vote,&#160;<font style="font-weight: bold;">eliminate the Dissolution Date without
                      shareholder approval and provide for the Fund&#8217;s perpetual existence.&#160;</font>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 Investment Adviser, taking into account that the Investment Adviser may have a potential conflict of interest in recommending to the Board that the limited term structure be eliminated and the Fund have a
                    perpetual existence. In making a decision to eliminate the Dissolution Date to provide for the Fund&#8217;s perpetual existence, the Board will take such actions with respect to the continued operations of the Fund as it deems to be in the
                    best interests of the Fund. The Investment Adviser may have a conflict of interest in recommending to the Board any extension of the initial Dissolution Date or that the</div>
                </div>
              </td>
            </tr>

        </table>
        <br>
        <br>
      </div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt;">3</div>
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      </div>
      <div style="font-size: 14pt;">&#160;</div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt;">
        <table cellspacing="0" cellpadding="0" border="0" id="zf13a875ee12f4f8fabc4c18105f3d19a" style="font-family: 'Times New Roman'; font-size: 10pt; color: rgb(0, 0, 0); width: 100%;">

            <tr>
              <td style="width: 18%;">
                <div>&#160;</div>
              </td>
              <td style="width: 82%;">
                <div>
                  <div style="text-align: left; margin-top: 12pt; margin-bottom: 12pt;">Dissolution Date be eliminated and the Fund have a perpetual existence.&#160;<font style="font-weight: bold;">The Fund 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 Fund will have a perpetual existence.</font></div>
                  <div style="text-align: left; margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">The Fund is not a so called &#8220;target date&#8221; or &#8220;life cycle&#8221; fund whose asset allocation becomes more conservative over time as its target date, often
                    associated with retirement, approaches. In addition, the Fund is not a &#8220;target term&#8221; fund and thus does not seek to return the Fund&#8217;s initial public offering price per Common Share upon dissolution of the Fund or in an Eligible Tender
                    Offer.&#160; 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.</div>
                  <div style="text-align: left; margin-top: 12pt; margin-bottom: 12pt;">See &#8220;Limited Term and Eligible Tender Offer&#8221; for additional details about the Fund&#8217;s limited term and the Eligible Tender Offer.</div>
                </div>
              </td>
            </tr>
            <tr>
              <td style="width: 18%; text-align: left; vertical-align: top;">
                <div><font style="font-weight: bold;">Investment Objective</font></div>
              </td>
              <td style="width: 82%;">
                <div>The Fund&#8217;s investment objective is to maximize total return through a combination of current income and capital appreciation. There can be no assurance that the Fund&#8217;s investment objective will be achieved.
                  <div style="margin: 12pt 0px 0px; text-align: left;">The Fund&#8217;s investment objective is considered non-fundamental and may be changed by the Board without the approval of Common Shareholders. The Fund will provide Common Shareholders with
                    60 days&#8217; prior written notice of any change in its investment objective. See &#8220;Investment Objective and Policies&#8212;Investment Philosophy and Investment Process.&#8221;</div>
                </div>
              </td>
            </tr>
            <tr>
              <td style="width: 18%; text-align: left; vertical-align: top;">
                <div><font style="font-weight: bold;"> <br>
                  </font></div>
                <div><font style="font-weight: bold;">Investment Philosophy Process <br>
                  </font></div>
              </td>
              <td style="width: 82%; text-align: left; vertical-align: top;">
                <div>
                  <div style="margin-top: 12pt; margin-bottom: 12pt;">The Fund will pursue both a tactical asset allocation strategy, dynamically allocating across asset classes, and a relative value-based investment strategy, utilizing quantitative and
                    qualitative analysis to seek to identify securities with attractive relative value and risk/reward characteristics. The Sub-Adviser seeks to combine a credit-managed fixed-income portfolio with a diversified pool of alternative
                    investments and equity strategies.</div>
                  <div style="margin-top: 12pt; margin-bottom: 12pt;">The Sub-Adviser&#8217;s process for determining optimal asset allocation weightings between asset classes utilizes models developed by its Macroeconomic and Investment Research Team. The
                    Sub-Adviser&#8217;s process for determining whether to buy or sell a security is a collaborative effort between various groups including: (i) economic research, which focuses on key economic themes and trends, regional and country-specific
                    analysis, and assessments of event-risk and policy impacts on asset prices; (ii) the Portfolio Construction Group, which utilizes proprietary portfolio construction and risk modeling tools to determine allocation of assets among a
                    variety of sectors; (iii) Sector Specialists, who are responsible for identifying investment opportunities in particular sectors, including the structuring of certain securities directly with the issuers or with investment banks and
                    dealers involved in the origination of such securities; and (iv) portfolio</div>
                </div>
              </td>
            </tr>

        </table>
        <br>
        4</div>
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      </div>
      <div><br>
      </div>
      <div style="font-size: 14pt;">&#160;</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt;"><br>
        <table cellspacing="0" cellpadding="0" border="0" id="z16010c2952d04b08acb53df7d16b4e4f" style="font-family: 'Times New Roman'; font-size: 10pt; color: rgb(0, 0, 0); width: 100%;">

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              <td style="width: 18%;">
                <div>&#160;</div>
              </td>
              <td style="width: 82%;">
                <div>managers, who determine which securities best fit the Fund based on the Fund&#8217;s investment objective and top-down sector allocations. In managing the Fund, the Sub-Adviser uses a process for selecting securities for purchase and sale
                  that is based on intensive credit research and involves extensive due diligence on each issuer, region and sector.</div>
                <div> <br>
                </div>
              </td>
            </tr>
            <tr>
              <td style="width: 18%; text-align: left; vertical-align: top;">
                <div>&#160;<font style="font-weight: bold;">Investment Portfolio</font></div>
              </td>
              <td style="width: 82%;">
                <div>The Fund will seek to achieve its investment objective by investing in:
                  <div style="margin: 12pt 0px 0px; text-align: left;"><font style="font-style: italic;">Income Securities.&#160;</font>The Fund may invest in a wide range of both fixed-income and other debt instruments (&#8220;Income Securities&#8221;) selected from a
                    variety of sectors and credit qualities. The Fund may invest in Income Securities of any credit quality, including, Income Securities rated below-investment grade (commonly referred to as &#8220;high-yield&#8221; or &#8220;junk&#8221; bonds), which are
                    considered speculative with respect to the issuer&#8217;s capacity to pay interest and repay principal. The sectors and types of Income Securities in which the Fund may invest, include, but are not limited to:</div>
                </div>
              </td>
            </tr>
            <tr>
              <td style="width: 18%;">
                <div>&#160;</div>
              </td>
              <td style="width: 82%;">
                <div>&#160;
                  <div style="text-align: left; text-indent: -9pt; margin-left: 9pt;">&#8226;&#160; Government and agency securities;</div>
                  <div style="text-align: left; text-indent: -9pt; margin-left: 9pt;"> <br>
                  </div>
                  <div style="text-align: left;">
                    <div style="text-indent: -9pt; margin-left: 9pt;">&#8226;&#160; Corporate bonds;</div>
                    <div style="text-indent: -9pt; margin-left: 9pt;"> <br>
                    </div>
                    <div>
                      <div style="font-size: 14pt;">
                        <div style="text-indent: -9pt; margin-left: 9pt;"><font style="font-size: 10pt;">&#8226;&#160; Loans and loan participations (including senior secured floating</font>&#160;<font style="font-size: 10pt;">rate loans, &#8220;second lien&#8221; secured floating
                            rate loans, and other</font>&#160;<font style="font-size: 10pt;">types of secured and unsecured loans with fixed and variable</font>&#160;<font style="font-size: 10pt;">interest rates) (collectively, &#8220;Loans&#8221;);</font><br>
                        </div>
                        <div style="text-indent: -9pt; margin-left: 9pt;"><font style="font-size: 10pt;"> <br>
                          </font></div>
                        <div style="font-size: 10pt; text-indent: -9pt; margin-left: 9pt;">&#8226;&#160; Structured finance investments (described below);</div>
                        <div style="font-size: 10pt; text-indent: -9pt; margin-left: 9pt;"> <br>
                        </div>
                      </div>
                    </div>
                  </div>
                  <div style="text-align: left;">
                    <div style="text-indent: -9pt; margin-left: 9pt;">&#8226;&#160; Mezzanine and preferred securities; and</div>
                    <div style="text-indent: -9pt; margin-left: 9pt;"> <br>
                    </div>
                    <div>
                      <div style="text-indent: -9pt; margin-left: 9pt;">&#8226;&#160; Convertible securities.</div>
                      <div>
                        <div style="margin-top: 12pt; margin-bottom: 12pt;"><font style="font-style: italic;">Common Equity Securities and Covered Call Option Strategy.&#160;</font>The Fund may invest in common stocks, limited liability company interests, trust
                          certificates and other equity investments (&#8220;Common Equity Securities&#8221;) that the Sub-Adviser believes offer attractive yield and/or capital appreciation potential. As part of its Common Equity Securities strategy, the Fund may also
                          opportunistically employ a strategy of writing (selling) covered call options (&#8220;Covered Call Option Strategy&#8221;) and may, from time to time, buy put options or sell covered put options on individual Common Equity Securities and, to
                          a lesser extent, pursue a strategy that includes the sale (writing) of both covered call options and put options on indices of securities and sectors of securities. This Covered Call Option Strategy is intended to generate current
                          gains from option premiums as a means to enhance distributions payable to the Fund&#8217;s Common Shareholders.</div>
                        <div style="margin-top: 12pt; margin-bottom: 12pt;"><font style="font-style: italic;">Structured Finance Investments</font>. The Fund may invest in structured finance investments, which are Income Securities and Common Equity
                          Securities typically issued by special purpose vehicles that hold income-producing securities (e.g., mortgage loans, consumer debt payment obligations and other receivables) and other financial assets. Structured finance
                          investments are tailored, or packaged, to meet certain financial goals of investors. Typically, these investments provide investors with capital protection, income generation and/or the</div>
                      </div>
                    </div>
                  </div>
                </div>
              </td>
            </tr>

        </table>
      </div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt;">5</div>
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      </div>
      <div style="margin-top: 12pt; margin-bottom: 12pt;"><br>
        <table cellspacing="0" cellpadding="0" border="0" id="z57c59032e88c4f88848e4e813ba45ab4" style="font-family: 'Times New Roman'; font-size: 10pt; color: rgb(0, 0, 0); width: 100%;">

            <tr>
              <td style="width: 18%;">
                <div>&#160;</div>
              </td>
              <td style="width: 82%;">
                <div>
                  <div style="text-align: left; margin-top: 12pt; margin-bottom: 12pt;">opportunity to generate capital growth. The Sub-Adviser believes that structured finance investments may provide attractive risk-adjusted returns, frequent sector
                    rotation opportunities and prospects for adding value through security selection. Structured finance investments include:</div>
                  <div style="text-align: left; margin-top: 12pt; margin-bottom: 12pt;"><u>Mortgage-Related Securities.&#160;</u>Mortgage-related securities are collateralized by pools of commercial or residential mortgages. Pools of mortgage loans are
                    assembled as securities for sale to investors by various governmental, government-related and private organizations. These securities may include complex instruments such as collateralized mortgage obligations, real estate investment
                    trusts (&#8220;REITs&#8221;) (including debt and preferred stock issued by REITs), and other real estate-related securities. The mortgage-related securities in which the Fund may invest include those with fixed, floating or variable interest rates,
                    those with interest rates that change based on multiples of changes in a specified index of interest rates, and those with interest rates that change inversely to changes in interest rates, as well as those that do not bear interest.
                    The Fund may invest in residential and commercial mortgage-related securities issued by governmental entities and private issuers, including subordinated mortgage-related securities. The underlying assets of certain mortgage-related
                    securities may be subject to prepayments, which shorten the weighted average maturity and may lower the return of such securities.</div>
                  <div style="text-align: left; margin-top: 12pt; margin-bottom: 12pt;"><u>Asset-Backed Securities.&#160;</u>Asset-backed securities (&#8220;ABS&#8221;) are a form of structured debt obligation. ABS are payment claims that are securitized in the form of
                    negotiable paper that is issued by a financing company (generally called a special purpose vehicle). Collateral assets are brought into a pool according to specific diversification rules. A special purpose vehicle is founded for the
                    purpose of securitizing these payment claims and the assets of the special purpose vehicle are the diversified pool of collateral assets. The special purpose vehicle issues marketable securities that are intended to represent a lower
                    level of risk than an underlying collateral asset individually, due to the diversification in the pool. The redemption of the securities issued by the special purpose vehicle takes place out of the cash flow generated by the collected
                    assets. A special purpose vehicle may issue multiple securities with different priorities to the cash flows generated and the collateral assets. The collateral for ABS may include, among other assets, home equity loans, automobile and
                    credit card receivables, boat loans, computer leases, airplane leases, mobile home loans, recreational vehicle loans and hospital account receivables. The Fund may invest in these and other types of ABS that may be developed in the
                    future. There is the possibility that recoveries on the underlying collateral may not, in some cases, be available or may be insufficient to support payments on these securities.</div>
                  <div style="text-align: left; margin-top: 12pt; margin-bottom: 12pt;"><u>Collateralized Debt Obligations.&#160;</u>A collateralized debt obligation (&#8220;CDO&#8221;) is an asset-backed security whose underlying collateral is typically a portfolio of
                    bonds, bank loans, other structured finance securities and/or synthetic instruments. Where the underlying collateral is a portfolio of bonds, a CDO is referred to as a</div>
                </div>
              </td>
            </tr>

        </table>
        <br>
      </div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt;">6</div>
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      </div>
      <div style="font-size: 14pt;">&#160;</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt;">
        <table cellspacing="0" cellpadding="0" border="0" id="zd7e15690cf0a49a4801aa26fa4577f61" style="font-family: 'Times New Roman'; font-size: 10pt; color: rgb(0, 0, 0); width: 100%;">

            <tr>
              <td style="width: 18%;">
                <div>&#160;</div>
              </td>
              <td style="width: 82%;">
                <div>
                  <div style="text-align: left; margin-top: 12pt; margin-bottom: 12pt;">collateralized bond obligation (&#8220;CBO&#8221;). Where the underlying collateral is a portfolio of bank loans, a CDO is referred to as a collateralized loan obligation (&#8220;CLO&#8221;).
                    Investors in CLOs bear the credit risk of the underlying collateral. Multiple tranches of securities are issued by the CLO, offering investors various maturity and credit risk characteristics. Tranches are categorized as senior,
                    mezzanine and subordinated/equity, according to their degree of risk. If there are defaults or the CLO&#8217;s collateral otherwise underperforms, scheduled payments to senior tranches take precedence over those of mezzanine tranches, and
                    scheduled payments to mezzanine tranches take precedence over those to subordinated/equity tranches. This prioritization of the cash flows from a pool of securities among the several tranches of the CLO is a key feature of the CLO
                    structure. If there are funds remaining after each tranche of debt receives its contractual interest rate and the CLO meets or exceeds required collateral coverage levels (or other similar covenants), the remaining funds may be paid to
                    the subordinated (or residual) tranche (often referred to as the &#8220;equity&#8221; tranche). CLOs are subject to the same risk of prepayment described with respect to certain mortgage-related and asset-backed securities.</div>
                  <div style="text-align: left; margin-top: 12pt; margin-bottom: 12pt;">The Fund may invest in senior, rated tranches as well as mezzanine and subordinated tranches of CLOs. Investment in the subordinated tranche is subject to special
                    risks. The subordinated tranche does not receive ratings and is considered the riskiest portion of the capital structure of a CLO because it bears the bulk of defaults from the loans in the CLO and serves to protect the other, more
                    senior tranches from default in all but the most severe circumstances.</div>
                  <div style="text-align: left; margin-top: 12pt; margin-bottom: 12pt;"><u>Risk-Linked Securities.&#160;</u>Risk-linked securities (&#8220;RLS&#8221;) are a form of derivative issued by insurance companies and insurance-related special purpose vehicles that
                    apply securitization techniques to catastrophic property and casualty damages. RLS are typically debt obligations for which the return of principal and the payment of interest are contingent on the non-occurrence of a pre-defined
                    &#8220;trigger event.&#8221; Depending on the specific terms and structure of the RLS, this trigger could be the result of a hurricane, earthquake or some other catastrophic event.</div>
                  <div style="text-align: left; margin-top: 12pt; margin-bottom: 12pt;"><font style="font-style: italic;">Real Property Asset Companies.&#160;</font>The Fund may invest in Income Securities and Common Equity Securities issued by companies that
                    own, produce, refine, process, transport and market &#8220;real property assets,&#8221; such as real estate and the natural resources upon or within real estate (&#8220;Real Property Asset Companies&#8221;).</div>
                  <div style="text-align: left; margin-top: 12pt; margin-bottom: 12pt;"><font style="font-style: italic;">Personal Property Asset Companies.&#160;</font>The Fund may invest in Income Securities and Common Equity Securities issued by companies
                    that seek to profit primarily from the ownership, rental, leasing, financing or disposition of personal (as opposed to real) property assets (&#8220;Personal Property Asset Companies&#8221;). Personal (as opposed to real) property includes any
                    tangible, movable property or asset. The Fund will typically seek to invest in Income Securities and Common Equity Securities of Personal Property Asset Companies the investment performance of which is not expected to be highly
                    correlated with</div>
                </div>
              </td>
            </tr>

        </table>
        <div style="text-align: center;"><br>
          7</div>
      </div>
      <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
        <div id="DSPFPageBreak" style="page-break-after: always;">
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      </div>
      <div style="font-size: 14pt;">&#160;</div>
      <div>
        <table cellspacing="0" cellpadding="0" border="0" id="zfaaf9e723d474a05b179bb7ae8aca21c" style="font-family: 'Times New Roman'; font-size: 10pt; color: rgb(0, 0, 0); width: 100%;">

            <tr>
              <td style="width: 18%;">
                <div>&#160;</div>
              </td>
              <td style="width: 82%;">
                <div>
                  <div style="text-align: left; margin-top: 12pt; margin-bottom: 12pt;">traditional market indexes because the personal property asset held by such company is non-correlated with traditional debt or equity markets. Such personal property
                    assets include special situation transportation assets (<font style="font-style: italic;">e.g.</font>, railcars, airplanes and ships) and collectibles (<font style="font-style: italic;">e.g.</font>, antiques, wine and fine art).</div>
                  <div style="text-align: left; margin-top: 12pt; margin-bottom: 12pt;"><font style="font-style: italic;">Private Securities.&#160;</font>The Fund may invest in privately issued Income Securities and Common Equity Securities of both public and
                    private companies (&#8220;Private Securities&#8221;). Private Securities have additional risk considerations in addition to those of comparable public securities, including the availability of financial information about the issuer and valuation
                    and liquidity issues.</div>
                  <div style="text-align: left; margin-top: 12pt; margin-bottom: 12pt;"><font style="font-style: italic;">Investment Funds.&#160;</font>As an alternative to holding investments directly, the Fund may also obtain investment exposure to Income
                    Securities and Common Equity Securities by investing in other investment companies, including registered investment companies, private investment funds and/or other pooled investment vehicles (collectively, &#8220;Investment Funds&#8221;), which
                    may be managed by the Investment Adviser or Sub-Adviser or their affiliates. The Fund may invest up to 30% of its total assets in Investment Funds that primarily hold (directly or indirectly) investments in which the Fund may invest
                    directly. The 1940 Act generally limits a registered investment company&#8217;s investments in other registered investment companies to 10% of its total assets. However, pursuant to exemptions set forth in the 1940 Act and rules and
                    regulations promulgated under the 1940 Act, the Fund may invest in excess of this limitation provided that the conditions of such exemptions are met. In addition, the Fund may currently invest in certain exchange-traded funds (&#8220;ETFs&#8221;)
                    in excess of the 1940 Act limitations in reliance upon and in accordance with exemptive relief obtained by such ETFs. The Fund will invest in private investment funds, commonly referred to as &#8220;hedge funds,&#8221; only to the extent permitted
                    by applicable rules, regulations and interpretations of the U.S. Securities and Exchange Commission (&#8220;SEC&#8221;) and the New York Stock Exchange (&#8220;NYSE&#8221;). The Fund has no current intention to invest in private investment funds. Investments
                    in other Investment Funds involve operating expenses and fees at the Investment Fund level that are in addition to the expenses and fees borne by the Fund and are borne indirectly by holders of the Fund&#8217;s Common Shares. A new regulatory
                    framework adopted by the SEC in October 2020 that applies to investments by registered investment companies in other registered investment companies may adversely impact the Fund&#8217;s investment strategies and operations, as well as those
                    of the underlying investment vehicles in which the Fund invests or other funds that invest in the Fund (and, in turn, trading in the Common Shares).</div>
                  <div style="text-align: left; margin-top: 12pt; margin-bottom: 12pt;">The Fund may also invest in a wide range of alternative investments. In addition to engaging in options (as described above), alternative investments include, but are
                    not limited to:</div>
                  <div style="text-align: left; margin-top: 12pt; margin-bottom: 12pt;"><font style="font-style: italic;">Synthetic Investments.&#160;</font>As an alternative to holding investments directly, the Fund may also obtain investment exposure to
                    Income Securities and Common Equity Securities through the use of customized derivative instruments (including swaps, options, forwards,</div>
                </div>
              </td>
            </tr>

        </table>
        <br>
        <br>
      </div>
      <div style="text-align: center;">8</div>
      <div><br>
      </div>
      <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
        <div id="DSPFPageBreak" style="page-break-after: always;">
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      </div>
      <div style="margin-top: 12pt; margin-bottom: 12pt;"><br>
        <br>
        <table cellspacing="0" cellpadding="0" border="0" id="zd594e08c44174ad081c07f7f2331e073" style="font-family: 'Times New Roman'; font-size: 10pt; color: rgb(0, 0, 0); width: 100%;">

            <tr>
              <td style="width: 18%;">
                <div>&#160;</div>
              </td>
              <td style="width: 82%;">
                <div>
                  <div style="text-align: left; margin-top: 12pt; margin-bottom: 12pt;">notional principal contracts or other financial instruments) to replicate, modify or replace the economic attributes associated with an investment in Income Securities
                    and Common Equity Securities (including interests in Investment Funds).</div>
                  <div style="text-align: left; margin-top: 12pt; margin-bottom: 12pt;"><font style="font-style: italic;">Derivative Transactions.&#160;</font>The Fund may transact in derivative instruments (which derive their value by reference to another
                    instrument, asset or index) for investment purposes, such as obtaining investment exposure to an investment category; risk management purposes, such as hedging against fluctuations in asset prices or interest rates; diversification
                    purposes; to change the duration of the Fund; or for leverage purposes. The Sub-Adviser seeks to limit exposure to any single counterparty when engaging in derivative transactions. The Fund has not adopted a maximum percentage limit
                    with respect to derivative investments; however, the use of derivative investments is subject to the limits imposed by the 1940 Act. See &#8220;The Fund&#8217;s Investments&#8212;Derivative Transactions.&#8221;</div>
                </div>
              </td>
            </tr>
            <tr>
              <td style="width: 18%; text-align: left; vertical-align: top;">
                <div><font style="font-weight: bold;">Investment Policies</font></div>
              </td>
              <td style="width: 82%;">
                <div>The Fund will use tactical asset allocation models to determine the optimal allocation of its assets between Income Securities and Common Equity Securities.</div>
                <div> <br>
                </div>
              </td>
            </tr>
            <tr>
              <td style="width: 18%;">
                <div>&#160;</div>
              </td>
              <td style="width: 82%; text-align: left;">
                <div>
                  <div>The Fund may invest in below-investment grade securities (e.g., securities rated below Baa3 by Moody&#8217;s Investors Service, Inc., (&#8220;Moody&#8217;s&#8221;), below BBB- by any other nationally recognized statistical rating organization or, if
                    unrated, determined by the Sub-Adviser to be of comparable quality). Below-investment grade securities are commonly referred to as &#8220;high-yield&#8221; or &#8220;junk&#8221; bonds and are considered speculative with respect to the issuer&#8217;s capacity to pay
                    interest and repay principal. The Fund&#8217;s investments in below-investment grade securities may include distressed and defaulted securities.</div>
                  <div> <br>
                  </div>
                  <div>Under normal market conditions, the Fund will not invest more than:</div>
                  <div> <br>
                  </div>
                  <div>
                    <div style="text-indent: -9pt; margin-left: 9pt;">&#8226;&#160; 50% of its total assets in Common Equity Securities;</div>
                    <div style="text-indent: -9pt; margin-left: 9pt;"> <br>
                    </div>
                    <div>
                      <div style="text-indent: -9pt; margin-left: 9pt;">&#8226;&#160; 30% of its total assets in Investment Funds; and</div>
                      <div style="text-indent: -9pt; margin-left: 9pt;"> <br>
                      </div>
                      <div>
                        <div style="text-indent: -9pt; margin-left: 9pt;">&#8226;&#160; 30% of its total assets in issuers located outside the United&#160;States.</div>
                        <div> <br>
                        </div>
                        <div>In addition, the Fund will not invest more than:</div>
                        <div> <br>
                        </div>
                        <div>
                          <div>
                            <div style="text-indent: -9pt; margin-left: 9pt;">&#8226;&#160; 25% of its total assets in securities, including structured&#160;instruments, such as mortgage-backed securities (&#8220;MBS&#8221;) and&#160;commercial mortgage-backed securities (&#8220;CMBS&#8221;), rated
                              CCC&#160;or below (or, if unrated, determined to be of comparable credit&#160;quality by the Sub-Adviser) at the time of investment;<br>
                            </div>
                            <div style="text-indent: -9pt; margin-left: 9pt;"> <br>
                            </div>
                            <div style="text-indent: -9pt; margin-left: 9pt;">&#8226;&#160; 15% of its total assets in securities issued by collateralized loan&#160;obligations (&#8220;CLOs&#8221;), including up to 5% of total assets in&#160;equity securities issued by CLOs; and</div>
                            <div style="text-indent: -9pt; margin-left: 9pt;"> <br>
                            </div>
                            <div>
                              <div style="text-indent: -9pt; margin-left: 9pt;">&#8226;&#160; 15% of its total assets in (i) direct investments in commodities&#160;and (ii) issuers engaged in energy and natural resource&#160;businesses.</div>
                            </div>
                          </div>
                        </div>
                      </div>
                    </div>
                  </div>
                </div>
              </td>
            </tr>

        </table>
      </div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt;">9</div>
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        <div id="DSPFPageBreak" style="page-break-after: always;">
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      </div>
      <div style="font-size: 14pt;">&#160;</div>
      <div>
        <table cellspacing="0" cellpadding="0" border="0" id="zb98fcc196e084035a4cd108c8cd6d4f5" style="font-family: 'Times New Roman'; font-size: 10pt; color: #000000; width: 100%;">

            <tr>
              <td style="width: 18%;">
                <div>&#160;</div>
              </td>
              <td style="width: 82%;">
                <div>
                  <div style="text-align: left; margin-top: 12pt; margin-bottom: 12pt;">The percentage of the Fund&#8217;s total assets allocated to any category of investment may at any given time be significantly less than the maximum percentage permitted
                    pursuant to the above referenced investment policies.</div>
                  <div style="margin: 12pt 0px 0px; text-align: left;">Unless otherwise stated in this Prospectus or the SAI, the Fund&#8217;s investment policies are considered non-fundamental and may be changed by the Board without Common Shareholder approval.
                    See &#8220;Investment Objective and Policies&#8221; in this Prospectus and in the SAI.</div>
                </div>
              </td>
            </tr>
            <tr>
              <td style="width: 18%; font-weight: bold; text-align: left; vertical-align: top;">
                <div> <br>
                </div>
                <div>Financial Leverage and Leveraged Transactions</div>
              </td>
              <td style="width: 82%;">
                <div>
                  <div style="text-align: left; margin-top: 12pt; margin-bottom: 12pt;">The Fund may seek to enhance the level of its current distributions by utilizing financial leverage through the issuance of preferred shares (&#8220;Preferred Shares&#8221;) and
                    through borrowings from certain financial institutions or the issuance of commercial paper or other forms of debt (&#8220;Borrowings&#8221;), or through a combination of the foregoing (collectively &#8220;Financial Leverage&#8221;). The Fund currently intends
                    to use Financial Leverage through Borrowings from certain financial institutions. The Fund intends to enter into a credit facility within twelve months after the completion of this offering. The Fund has no present intention to issue
                    Preferred Shares.</div>
                  <div style="text-align: left; margin-top: 12pt; margin-bottom: 12pt;">The Fund currently anticipates utilizing Financial Leverage for investment purposes in an amount equal to approximately 25% of its Managed Assets (as defined herein).
                    However, the Fund may utilize Financial Leverage up to the limits imposed by the 1940 Act. Under the 1940 Act, with respect to Preferred Shares, the Fund is required to have an asset coverage of at least 200%, as measured at the time of
                    the issuance of any such Preferred Shares and calculated as the ratio of the Fund&#8217;s total assets (less all liabilities and indebtedness not represented by senior securities) over the aggregate amount of outstanding senior securities
                    representing indebtedness plus the aggregate liquidation preference of any outstanding Preferred Shares. With respect to senior securities representing indebtedness, other than temporary borrowings as defined under the 1940 Act, the
                    Fund is required to have an asset coverage of at least 300%, as measured at the time of borrowing and calculated as the ratio of the Fund&#8217;s total assets (less all liabilities and indebtedness not represented by senior securities) over
                    the aggregate amount of the Fund&#8217;s outstanding senior securities representing indebtedness.</div>
                  <div style="text-align: left; margin-top: 12pt; margin-bottom: 12pt;">The Fund also is permitted to enter into reverse repurchase agreements, dollar rolls or similar transactions, and derivative transactions with leverage embedded in them
                    (collectively &#8220;leveraged transactions&#8221;), to the maximum extent permitted by the SEC and/or SEC staff rules, guidance or positions. The Fund&#8217;s total Financial Leverage may vary significantly over time based on the Sub-Adviser&#8217;s
                    assessment of market and economic conditions, available investment opportunities and cost of Financial Leverage.</div>
                  <div style="text-align: left; margin-top: 12pt; margin-bottom: 12pt;">Although the use of Financial Leverage and leveraged transactions by the Fund may create an opportunity for increased total return for the Common Shares, it also
                    results in additional risks and can magnify the effect of any losses. Financial Leverage and the use of leveraged transactions involve risks and special considerations for shareholders,</div>
                </div>
              </td>
            </tr>

        </table>
        <font style="font-weight: bold;"> </font><br>
      </div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt;">10</div>
      <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
        <div id="DSPFPageBreak" style="page-break-after: always;">
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      </div>
      <div style="font-size: 14pt;">&#160;</div>
      <div><br>
        <table cellspacing="0" cellpadding="0" border="0" id="z585f8124a28845c2a109630613035b69" style="font-family: 'Times New Roman'; font-size: 10pt; color: #000000; width: 100%;">

            <tr>
              <td style="width: 18%;">
                <div>&#160;</div>
              </td>
              <td style="width: 82%;">
                <div>
                  <div style="text-align: left; margin-top: 12pt; margin-bottom: 12pt;">including the likelihood of greater volatility of NAV and market price of, and dividends on, the Common Shares. To the extent the Fund increases its amount of Financial
                    Leverage and leveraged transactions outstanding, it will be more exposed to these risks. The cost of Financial Leverage and leveraged transactions, including the portion of the investment advisory fee attributable to the assets
                    purchased with the proceeds of Financial Leverage and leveraged transactions, is borne by holders of the Common Shares. To the extent the Fund increases its amount of Financial Leverage and leveraged transactions outstanding, the Fund&#8217;s
                    annual expenses as a percentage of net assets attributable to Common Shares will increase. Under the 1940 Act, the Fund may not utilize Borrowings if, immediately after incurring such Borrowing, the Fund would have asset coverage (as
                    defined in the 1940 Act) of less than 300% (i.e., for every dollar of Borrowings outstanding, the Fund is required to have at least three dollars of assets). Under the 1940 Act, the Fund may not issue Preferred Shares if, immediately
                    after issuance, the Fund would have asset coverage (as defined in the 1940 Act) of less than 200% (i.e., for every dollar of Preferred Shares outstanding, the Fund is required to have at least two dollars of assets). The Fund has no
                    present intention to issue Preferred Shares. The Fund may also borrow in excess of such limit for temporary purposes such as the settlement of transactions.</div>
                  <div style="text-align: left; margin-top: 12pt; margin-bottom: 12pt;">With respect to leverage incurred through investments in reverse repurchase agreements, dollar rolls or similar transactions, under current regulatory requirements, the
                    Fund intends to earmark or segregate cash or liquid securities in accordance with applicable interpretations of the SEC and the staff of the SEC. As a result of such segregation, under current regulatory requirements, the Fund&#8217;s
                    obligations under such transactions will not be considered indebtedness for purposes of the 1940 Act and the Fund&#8217;s use of leverage through reverse repurchase agreements will not be limited by the 1940 Act asset coverage requirements.
                    See &#8220;Use of Financial Leverage&#8212;Reverse Repurchase Agreements and Dollar Roll Transactions&#8221; for additional information on certain regulatory changes regarding asset segregation and cover transactions.</div>
                  <div style="text-align: left; margin-top: 12pt; margin-bottom: 12pt;">In addition, the Fund may engage in certain derivatives transactions that have economic characteristics similar to leverage. To the extent the terms of such leveraged
                    transactions obligate the Fund to make payments, under current regulatory requirements, the Fund intends to earmark or segregate cash or liquid securities in an amount at least equal to the current value of the amount then payable by
                    the Fund under the terms of such transactions or otherwise cover such transactions in accordance with applicable interpretations of the SEC and the staff of the SEC. As a result of such segregation or cover, the Fund&#8217;s obligations under
                    such leveraged transactions will not be considered indebtedness for purposes of the 1940 Act and will not be included in calculating the aggregate amount of the Fund&#8217;s leverage for those purposes.</div>
                  <div style="text-align: left; margin-top: 12pt; margin-bottom: 12pt;">So long as the net rate of return on the Fund&#8217;s investments purchased with the proceeds of Financial Leverage and leveraged transactions exceeds the cost of such
                    Financial Leverage and leveraged</div>
                </div>
              </td>
            </tr>

        </table>
        <br>
      </div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt;">11</div>
      <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
        <div id="DSPFPageBreak" style="page-break-after: always;">
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      </div>
      <div style="font-size: 14pt;">&#160;</div>
      <div>
        <table cellspacing="0" cellpadding="0" border="0" id="z556cda90d2454665b49fc23211bc7344" style="font-family: 'Times New Roman'; font-size: 10pt; color: #000000; width: 100%;">

            <tr>
              <td style="width: 18%;">
                <div>&#160;</div>
              </td>
              <td style="width: 82%;">
                <div>transactions, such excess amounts will be available to pay higher distributions to holders of the Fund&#8217;s Common Shares. In connection with the Fund&#8217;s use of Financial Leverage, the Fund may seek to hedge the interest rate risks
                  associated with the Financial Leverage through interest rate swaps, caps or other derivative transactions. There can be no assurance that the Fund&#8217;s Financial Leverage and leveraged transactions strategy will be successful during any
                  period during which it is employed. The costs associated with the issuance of Financial Leverage and leveraged transactions will be borne by Common Shareholders, which will result in a reduction of NAV of Common Shares. The fee paid to
                  the Investment Adviser will be calculated on the basis of the Fund&#8217;s Managed Assets (as defined herein), including proceeds from Financial Leverage, so the fees paid to the Investment Adviser will be higher when Financial Leverage is
                  utilized. Common Shareholders bear the portion of the investment advisory fee attributable to the assets purchased with the proceeds of Financial Leverage, which means that Common Shareholders effectively bear the entire advisory fee. See
                  &#8220;Use of Financial Leverage&#8221; and &#8220;Risks&#8212;Financial Leverage and Leverage Transactions Risk.&#8221;</div>
              </td>
            </tr>
            <tr>
              <td style="width: 18%;">
                <div><font style="font-weight: bold;">Other Investment Practices</font></div>
              </td>
              <td style="width: 82%;">
                <div> <br>
                </div>
                <div>Temporary Investments. At any time when a temporary posture is believed by the Sub-Adviser to be warranted (a &#8220;temporary period&#8221;), the Fund may, without limitation, hold cash or invest its assets in money market instruments and
                  repurchase agreements in respect of those instruments. The Fund may not achieve its investment objective during a temporary period or be able to sustain its historical distribution levels. See &#8220;The Fund&#8217;s Investments&#8212;Temporary
                  Investments.&#8221;</div>
                <div> <br>
                </div>
              </td>
            </tr>
            <tr>
              <td style="width: 18%; text-align: left; vertical-align: top;">
                <div><font style="font-weight: bold;">Management of the Fund</font></div>
              </td>
              <td style="width: 82%;">
                <div>Guggenheim Funds Investment Advisors, LLC acts as the Fund&#8217;s Investment Adviser pursuant to an advisory agreement with the Fund (the &#8220;Advisory Agreement&#8221;). Pursuant to the Advisory Agreement, the Investment Adviser is responsible for
                  the management of the Fund and administers the affairs of the Fund to the extent requested by the Board. As compensation for its services, the Fund pays the Investment Adviser a fee, payable monthly, in an annual amount equal to 1.25% of
                  the Fund&#8217;s average daily Managed Assets. &#8220;Managed Assets&#8221; for purposes of the Advisory and Sub-Advisory Agreements (as defined herein) means the total assets of the Fund, including the assets attributable to the proceeds of any financial
                  leverage (whether or not these assets are reflected in the Fund&#8217;s financial statements for purposes of generally accepted accounting principles), minus liabilities, other than liabilities related to any financial leverage. Managed Assets
                  for purposes of the Advisory and Sub-Advisory Agreements shall include assets attributable to financial leverage of any form, including indebtedness, engaging in reverse repurchase agreements, dollar rolls and economically similar
                  transactions, investments in inverse floating rate securities, and Preferred Shares. &#8220;Managed Assets&#8221; for all other purposes means the total assets of the Fund, including the assets attributable to the proceeds from Financial Leverage,
                  including the issuance of senior securities represented by indebtedness (including through borrowing from financial institutions or issuance of debt securities, including notes or commercial paper),</div>
              </td>
            </tr>

        </table>
        <br>
      </div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt;">12</div>
      <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
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      </div>
      <div style="font-size: 14pt;">&#160;</div>
      <div>
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                <div>&#160;</div>
              </td>
              <td style="width: 82%;">
                <div>
                  <div style="text-align: left; margin-top: 12pt; margin-bottom: 12pt;">the issuance of Preferred Shares or any other form of Financial Leverage, in addition to the effective leverage of these types of portfolio transactions such as reverse
                    repurchase agreements, dollar rolls and inverse floating rate securities (as described below), minus liabilities, other than liabilities related to any Financial Leverage or the effective leverage of these types of portfolio
                    transactions. Effective leverage is the Fund&#8217;s effective economic leverage, and includes both regulatory leverage and the leverage effects of certain derivative and other investments, such as reverse repurchase agreements, dollar rolls
                    and inverse floating rate securities, in the Fund&#8217;s portfolio that increase the Fund&#8217;s investment exposure. Inverse floating rate securities are securities that pay interest at rates that vary inversely with changes in prevailing
                    short-term tax exempt interest rates and represent a leveraged investment in an underlying municipal security, which may increase the leverage of the Fund.</div>
                  <div style="text-align: left; margin-top: 12pt; margin-bottom: 12pt;">Guggenheim Partners Investment Management, LLC acts as the Fund&#8217;s Sub-Adviser pursuant to a sub-advisory agreement with the Fund and the Investment Adviser (the
                    &#8220;Sub-Advisory Agreement&#8221;). Pursuant to the Sub-Advisory Agreement, the Sub-Adviser is responsible for the management of the Fund&#8217;s portfolio of securities. As compensation for its services, the Investment Adviser pays the Sub-Adviser a
                    fee, payable monthly in a maximum annual amount equal to 0.625% of the Fund&#8217;s average daily Managed Assets.</div>
                  <div style="text-align: left; margin-top: 12pt; margin-bottom: 12pt;">Each of the Investment Adviser and the Sub-Adviser is a wholly-owned subsidiary of Guggenheim Partners.</div>
                </div>
              </td>
            </tr>
            <tr>
              <td style="width: 18%; text-align: left; vertical-align: top;">
                <div><font style="font-weight: bold;">Distributions <br>
                  </font></div>
              </td>
              <td style="width: 82%;">
                <div>The Fund intends to pay substantially all of its net investment income to Common Shareholders through monthly distributions. In addition, the Fund intends to distribute net long-term capital gains to Common Shareholders as long-term
                  capital gain dividends at least annually. The Fund expects that distributions paid on the Common Shares will consist of (i) investment company taxable income, which includes, among other things, ordinary income (including qualified
                  dividend income), short-term capital gain and income from certain hedging and interest rate transactions, and (ii) long-term capital gain (gain from the sale of a capital asset held longer than one year). Distributions may be paid by the
                  Fund from any permitted source and, from time to time, all or a portion of a distribution may be a return of capital. To the extent the Fund receives dividends with respect to its investments in Common Equity Securities that consist of
                  qualified dividend income (income from domestic and certain foreign corporations), a portion of the Fund&#8217;s distributions to its Common Shareholders may consist of qualified dividend income. There is no certainty as to what percentage of
                  the dividends paid on the Common Shares, if any, will consist of qualified dividend income or long-term capital gains, which are taxed at lower rates for individuals than ordinary income. In certain circumstances, the Fund may elect to
                  retain income or capital gain and pay income or excise tax on such undistributed amount, to the extent that the Board, in consultation with Fund management, determines it to be in the best interest of shareholders to do so. Alternatively,
                  the distributions paid by the Fund for any particular month may be more than the amount of net investment income from that monthly period.</div>
              </td>
            </tr>
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              <td style="width: 18%;">
                <div>&#160;</div>
              </td>
              <td style="width: 82%;">
                <div>&#160;</div>
              </td>
            </tr>

        </table>
        <br>
      </div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt;">13</div>
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      </div>
      <div style="font-size: 14pt;">&#160;</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt;"><br>
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                <div>As a result, all or a portion of a distribution may be a return of capital, which is in effect a partial return of the amount a Common Shareholder invested in the Fund, up to the amount of the Common Shareholder&#8217;s tax basis in their
                  Common Shares, which would reduce such tax basis. Although a return of capital may not be taxable, it will generally increase the Common Shareholder&#8217;s potential gain, or reduce the Common Shareholder&#8217;s potential loss, on any subsequent
                  sale or other disposition of Common Shares. Shareholders who periodically receive the payment of a distribution consisting of a return of capital may be under the impression that they are receiving net income or profits when they are not.
                  <div style="text-align: left; margin-top: 12pt; margin-bottom: 12pt;">Shareholders should not assume that the source of a distribution from the Fund is net income or profit. See &#8220;Distributions.&#8221;</div>
                  <div style="text-align: left; margin-top: 12pt; margin-bottom: 12pt;">If you hold your Common Shares in your own name or if you hold your Common Shares with a brokerage firm that participates in the Fund&#8217;s Dividend Reinvestment Plan (the
                    &#8220;Plan&#8221;), unless you elect to receive cash, all dividends and distributions that are declared by the Fund will be automatically reinvested in additional Common Shares of the Fund pursuant to the Plan. If you hold your Common Shares with
                    a brokerage firm that does not participate in the Plan, you will not be able to participate in the Plan and any dividend reinvestment may be effected on different terms than those described above. Consult your financial adviser for more
                    information. See &#8220;Dividend Reinvestment Plan.&#8221;</div>
                </div>
              </td>
            </tr>
            <tr>
              <td style="width: 18%;">
                <div><font style="font-weight: bold;">Listing and Symbol</font></div>
              </td>
              <td style="width: 82%;">
                <div>The Common Shares are expected to be listed on the NYSE, subject to notice of issuance, under the symbol &#8220;GUG.&#8221;</div>
              </td>
            </tr>
            <tr>
              <td style="width: 18%; text-align: left; vertical-align: top;">
                <div><font style="font-weight: bold;"> <br>
                  </font></div>
                <div><font style="font-weight: bold;">Special Risk Considerations</font></div>
              </td>
              <td style="width: 82%;">
                <div>
                  <div style="text-align: left; margin-top: 12pt; margin-bottom: 12pt;"><font style="font-style: italic;">No Operating History.&#160;</font>The Fund is a newly-organized, diversified, closed-end management investment company with no operating
                    history. The Fund does not have any historical financial statements or other meaningful operating or financial data on which potential investors may evaluate the Fund and its performance. See &#8220;Risks&#8212;No Operating History.&#8221;</div>
                  <div style="text-align: left; margin-top: 12pt; margin-bottom: 12pt;"><font style="font-style: italic;">Limited Term Risk.&#160;</font>Unless the limited term provision of the Agreement and Declaration of Trust is amended by shareholders in
                    accordance with the Agreement and Declaration of Trust, or unless the Fund completes an Eligible Tender Offer and converts to a perpetual existence, the Fund will dissolve on or about the Dissolution Date.&#160;<font style="font-weight: bold;">The Fund is not a so called &#8220;target date&#8221; or &#8220;life cycle&#8221; fund whose asset allocation becomes more conservative over time as its target date, often associated with retirement, approaches. In addition, the Fund is not a &#8220;target
                      term&#8221; fund and thus does not seek to return its initial public offering price per Common Share upon dissolution.&#160;</font>As the assets of the Fund will be liquidated in connection with its dissolution, the Fund 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 Fund to lose money. In addition, as the Fund approaches the Dissolution Date, the Investment Adviser may
                    invest the proceeds of sold, matured or called securities in money market mutual funds, cash, cash equivalents, securities issued or guaranteed</div>
                </div>
              </td>
            </tr>

        </table>
        <font style="font-weight: bold;">&#160;</font></div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt;">14</div>
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      </div>
      <div style="margin-top: 12pt; margin-bottom: 12pt;"><br>
        <table cellspacing="0" cellpadding="0" border="0" id="z7ddb06b1fee9476699858c5127ad5a83" style="font-family: 'Times New Roman'; font-size: 10pt; color: #000000; width: 100%;">

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                <div>&#160;</div>
              </td>
              <td style="width: 82%;">
                <div>
                  <div style="text-align: left; margin-top: 12pt; margin-bottom: 12pt;">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&#8217; acceptances and other bank obligations, commercial paper or other liquid debt securities, which may adversely affect the Fund&#8217;s investment performance. See &#8220;Risks&#8212;Limited Term Risk.&#8221;</div>
                  <div style="text-align: left; margin-top: 12pt; margin-bottom: 12pt;"><font style="font-style: italic;">Not a Complete Investment Program.&#160;</font>An investment in the Common Shares of the Fund should not be considered a complete
                    investment program. The Fund is intended for long-term investors seeking current income and capital appreciation. An investment in the Fund is not meant to provide a vehicle for those who wish to play short-term swings in the market.
                    Each Common Shareholder should take into account the Fund&#8217;s investment objective as well as the Common Shareholder&#8217;s other investments when considering an investment in the Fund. Before making an investment decision, a prospective
                    investor should consider (i) the suitability of this investment with respect to his or her investment objectives and personal situation and (ii) factors such as his or her personal net worth, income, age, risk tolerance and liquidity
                    needs. See &#8220;Risks&#8212;Not a Complete Investment Program.&#8221;</div>
                  <div style="text-align: left; margin-top: 12pt; margin-bottom: 12pt;"><font style="font-style: italic;">Investment and Market Risk.&#160;</font>An investment in the Common Shares of the Fund is subject to investment risk, particularly under
                    current economic, financial, labor and public health conditions, including the possible loss of the entire principal amount that you invest. The global ongoing crisis caused by the outbreak of COVID-19 and the current recovery underway
                    is causing disruption to consumer demand and economic output and supply chains. There are still travel restrictions and quarantines, and adverse impacts on local and global economies. Investors should be aware that in light of the
                    current uncertainty, volatility and distress in economies, financial markets, and labor and public health conditions around the world, the Fund&#8217;s investments and a shareholder&#8217;s investment in the Fund are subject to sudden and
                    substantial losses, increased volatility and other adverse events. Firms through which investors invest with the Fund, the Fund, its service providers, the markets in which it invests and market intermediaries and exchanges are also
                    impacted by quarantines and similar measures intended to respond to and contain the ongoing pandemic, which can obstruct their functioning and subject them to heightened operational and other risks.</div>
                  <div style="text-align: left; margin-top: 12pt; margin-bottom: 12pt;">An investment in the Common Shares of the Fund represents an indirect investment in the securities owned by the Fund. The value of, or income generated by, the
                    investments held by the Fund are subject to the possibility of rapid and unpredictable fluctuation. These movements may result from factors affecting individual companies, or from broader influences, including real or perceived changes
                    in prevailing interest rates, changes in inflation or expectations about inflation, investor confidence or economic, political, social or financial market conditions, natural/environmental disasters, cyber-attacks, terrorism,
                    governmental or quasi-governmental actions, public health emergencies (such as the spread of infectious diseases, pandemics and</div>
                </div>
              </td>
            </tr>

        </table>
        <div style="text-align: center;"><br>
          15</div>
      </div>
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      </div>
      <div style="font-size: 14pt;">&#160;</div>
      <div><br>
        <table cellspacing="0" cellpadding="0" border="0" id="z5aa28e9dbce34b3bb94f1e76a9d411ae" style="font-family: 'Times New Roman'; font-size: 10pt; color: #000000; width: 100%;">

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                <div>&#160;</div>
              </td>
              <td style="width: 82%;">
                <div>
                  <div style="text-align: left; margin-top: 12pt; margin-bottom: 12pt;">epidemics) and other similar events, each of which may be temporary or last for extended periods.</div>
                  <div style="text-align: left; margin-top: 12pt; margin-bottom: 12pt;">Different sectors, industries and security types may react differently to such developments and, when the market performs well, there is no assurance that the Fund&#8217;s
                    investments will increase in value along with the broader markets. Volatility of financial markets, including potentially extreme volatility caused by the events described above or other events, can expose the Fund to greater market
                    risk than normal, possibly resulting in greatly reduced liquidity. Moreover, changing economic, political, social or financial market conditions in one country or geographic region could adversely affect the value, yield and return of
                    the investments held by the Fund in a different country or geographic region because of the increasingly interconnected global economies and financial markets.</div>
                  <div style="text-align: left; margin-top: 12pt; margin-bottom: 12pt;">At any point in time, your Common Shares may be worth less than your original investment, even after including the reinvestment of Fund dividends and distributions. See
                    &#8220;Risks&#8212;Investment and Market Risk.&#8221;</div>
                  <div style="text-align: left; margin-top: 12pt; margin-bottom: 12pt;"><font style="font-style: italic;">Management Risk.&#160;</font>The Fund is subject to management risk because it has an actively managed portfolio. The Sub-Adviser will
                    apply investment techniques and risk analysis in making investment decisions for the Fund, but there can be no guarantee that these will produce the desired results. The Fund&#8217;s allocation of its investments across various asset classes
                    and sectors may vary significantly over time based on the Sub-Adviser&#8217;s analysis and judgment. As a result, the particular risks most relevant to an investment in the Fund, as well as the overall risk profile of the Fund&#8217;s portfolio,
                    may vary over time. The ability of the Fund to achieve its investment objective depends, in part, on the ability of the Sub-Adviser to allocate effectively the Fund&#8217;s assets among multiple investment strategies, underlying funds and
                    investments and asset classes. There can be no assurance that the actual allocations will be effective in achieving the Fund&#8217;s investment objective or that an investment strategy or underlying fund or investment will achieve its
                    particular investment objective. See &#8220;Risks&#8212;Management Risk.&#8221;</div>
                  <div style="text-align: left; margin-top: 12pt; margin-bottom: 12pt;"><font style="font-style: italic;">Income Risk.&#160;</font>The income investors receive from the Fund is based primarily on the interest it earns from its investments in
                    Income Securities, which can vary widely over the short- and long-term. If prevailing market interest rates drop, investors&#8217; income from the Fund could drop as well. The Fund&#8217;s income could also be affected adversely when prevailing
                    short-term interest rates increase and the Fund is utilizing leverage, although this risk is mitigated to the extent the Fund invests in floating-rate obligations. See &#8220;Risks&#8212;Income Risk.&#8221;</div>
                  <div style="text-align: left; margin-top: 12pt; margin-bottom: 12pt;"><font style="font-style: italic;">Dividend Risk.&#160;</font>Dividends on common stock and other Common Equity Securities which the Fund may hold are not fixed but are
                    declared at the discretion of an issuer&#8217;s board of directors. There is no guarantee that the issuers of the Common Equity Securities in which the Fund invests will declare dividends in the future or that, if declared, they will remain
                    at current levels or increase over time. Therefore, there is the possibility</div>
                </div>
              </td>
            </tr>

        </table>
        <br>
      </div>
    </div>
    <div>
      <div style="text-align: center;">16</div>
      <div> <br>
      </div>
      <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
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      </div>
      <div style="font-size: 14pt;">&#160;</div>
      <div>
        <table cellspacing="0" cellpadding="0" border="0" id="z123c26fbca804754a35e99c09171d6ab" style="font-family: 'Times New Roman'; font-size: 10pt; color: #000000; width: 100%;">

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                <div>&#160;</div>
              </td>
              <td style="width: 82%;">
                <div>
                  <div style="text-align: left; margin-top: 12pt; margin-bottom: 12pt;">that such companies could reduce or eliminate the payment of dividends in the future or the anticipated acceleration of dividends could not occur as a result of, among
                    other things, a sharp rise in interest rates or an economic downturn. Changes in the dividend policies of companies and capital resources available for these companies&#8217; dividend payments may adversely affect the Fund. Depending upon
                    market conditions, dividend-paying stocks that meet the Fund&#8217;s investment criteria may not be widely available and/or may be highly concentrated in only a few market sectors. These circumstances may result from issuer-specific events,
                    adverse economic or market developments, or legislative or regulatory changes or other developments that limit an issuer&#8217;s ability to declare and pay dividends, which would affect the Fund&#8217;s performance and ability to generate income.
                    The dividend income from the Fund&#8217;s investment in Common Equity Securities will be influenced by both general economic activity and issuer-specific factors. In the event of adverse changes in economic conditions or adverse events
                    effecting a specific industry or issuer, the issuers of the Common Equity Securities held by the Fund may reduce the dividends paid on such securities (or not declare or pay dividends on such securities). See &#8220;Risks&#8212;Dividend Risk.&#8221;</div>
                  <div style="text-align: left; margin-top: 12pt; margin-bottom: 12pt;"><font style="font-style: italic;">Income Securities Risk.&#160;</font>In addition to the risks discussed above, Income Securities, including high-yield bonds, are subject to
                    certain risks, including:</div>
                  <div style="text-align: left; margin-top: 12pt; margin-bottom: 12pt;"><u>Issuer Risk.&#160;</u>The value of Income Securities may decline for a number of reasons which directly relate to the issuer, such as management performance, the issuer&#8217;s
                    overall level of debt, reduced demand for the issuer&#8217;s goods and services, historical and projected earnings and the value of its assets.</div>
                  <div style="text-align: left; margin-top: 12pt; margin-bottom: 12pt;"><u>Spread Risk.&#160;</u>Spread risk is the risk that the market price can change due to broad based movements in spreads, which is particularly relevant in the current low
                    spread environment. The difference (or &#8220;spread&#8221;) between the yield of a security and the yield of a benchmark measures the additional interest paid. As the spread on a security widens (or increases), the price (or value) of the security
                    falls. Spread widening may occur, among other reasons, as a result of market concerns over the stability of the market, excess supply, general credit concerns in other markets, security- or market-specific credit concerns, or general
                    reductions in risk tolerance.</div>
                  <div style="text-align: left; margin-top: 12pt; margin-bottom: 12pt;"><u>Credit Risk.&#160;</u>The Fund could lose money if the issuer or guarantor of a debt instrument or a counterparty to a derivatives transaction or other transaction (such
                    as a repurchase agreement or a loan of portfolio securities or other instruments) is unable or unwilling, or perceived to be unable or unwilling, to pay interest or repay principal on time or defaults. If an issuer fails to pay
                    interest, the Fund&#8217;s income would likely be reduced, and if an issuer fails to repay principal, the value of the instrument likely would fall and the Fund could lose money. This risk is especially acute with respect to high yield,
                    below-investment grade and unrated high risk debt instruments (which also may be known as &#8220;junk bonds&#8221;), whose issuers are particularly susceptible to</div>
                </div>
              </td>
            </tr>

        </table>
        <div style="text-align: center;"><br>
          17<br>
          <br>
        </div>
      </div>
    </div>
    <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
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    </div>
    <div>&#160;
      <div style="margin-top: 12pt; margin-bottom: 12pt;">
        <table cellspacing="0" cellpadding="0" border="0" id="z3ee9457a48c1439f96fcc7bbab8c3a7e" style="font-family: 'Times New Roman'; font-size: 10pt; color: #000000; width: 100%;">

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              <td style="width: 18%;">
                <div>&#160;</div>
              </td>
              <td style="width: 82%;">
                <div>
                  <div style="text-align: left; margin-top: 12pt; margin-bottom: 12pt;">fail to meet principal or interest obligations. Also, the issuer, guarantor or counterparty may suffer adverse changes in its financial condition or be adversely
                    affected by economic, political or social conditions that could lower the credit quality (or the market&#8217;s perception of the credit quality) of the issuer or instrument, leading to greater volatility in the price of the instrument and in
                    shares of the Fund. Although credit quality rating may not accurately reflect the true credit risk of an instrument, a change in the credit quality rating of an instrument or an issuer can have a rapid, adverse effect on the
                    instrument&#8217;s liquidity and make it more difficult for the Fund to sell at an advantageous price or time. The risk of the occurrence of these types of events is heightened under adverse economic conditions.</div>
                  <div style="text-align: left; margin-top: 12pt; margin-bottom: 12pt;">The degree of credit risk depends on the particular instrument and the financial condition of the issuer, guarantor or counterparty, which are often reflected in its
                    credit quality. A credit quality rating is a measure of the issuer&#8217;s expected ability to make all required interest and principal payments in a timely manner. Although higher-rated securities generally present lower credit risk as
                    compared to lower-rated or unrated securities, an issuer with a high credit rating may in fact be exposed to heightened levels of credit or liquidity risk. See &#8220;Risks&#8212;Credit Risk.&#8221;</div>
                  <div style="text-align: left; margin-top: 12pt; margin-bottom: 12pt;"><u>Interest Rate Risk.&#160;</u>Fixed-income and other debt instruments are subject to the possibility that interest rates could change (or be expected to change). Changes
                    in interest rates, including changes in reference rates used in fixed-income and other debt instruments, may adversely affect the Fund&#8217;s investments in these instruments, such as the value or liquidity of, and income generated by, the
                    investments. In addition, changes in interest rates, including rates that fall below zero, can have unpredictable effects on markets and can adversely affect the Fund&#8217;s yield, income and performance.</div>
                  <div style="text-align: left; margin-top: 12pt; margin-bottom: 12pt;">The value of a debt instrument with a longer duration will generally be more sensitive to interest rate changes than a similar instrument with a shorter duration.
                    Similarly, the longer the average duration (whether positive or negative) of these instruments held by the Fund or to which the Fund is exposed (i.e., the longer the average portfolio duration of the Fund), the more the Fund&#8217;s NAV will
                    likely fluctuate in response to interest rate changes. Duration is a measure used to determine the sensitivity of a security&#8217;s price to changes in interest rates that incorporates a security&#8217;s yield, coupon, final maturity and call
                    features, among other characteristics.</div>
                  <div style="text-align: left; margin-top: 12pt; margin-bottom: 12pt;">However, measures such as duration may not accurately reflect the true interest rate sensitivity of instruments held by the Fund and, in turn, the Fund&#8217;s susceptibility
                    to changes in interest rates. Certain fixed-income and debt instruments are subject to the risk that the issuer may exercise its right to redeem (or call) the instrument earlier than anticipated. Although an issuer may call an
                    instrument for a variety of reasons, if an issuer does so during a time of declining interest rates, the Fund might have to reinvest the proceeds in an investment offering a lower yield or other less favorable features, and therefore
                    might not benefit from any increase in value as a result of declining interest rates.</div>
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        <div style="text-align: center;"><br>
          <br>
          18</div>
      </div>
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    </div>
    <div><br>
      <div><br>
        <br>
        <table cellspacing="0" cellpadding="0" border="0" id="z70eb55790e5d48b8bae355b30a0b8dc2" style="font-family: 'Times New Roman'; font-size: 10pt; color: #000000; width: 100%;">

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              </td>
              <td style="width: 82%;">
                <div>
                  <div style="text-align: left; margin-top: 12pt; margin-bottom: 12pt;">Interest only or principal only securities and inverse floaters are particularly sensitive to changes in interest rates, which may impact the income generated by the
                    security and other features of the security.</div>
                  <div style="text-align: left; margin-top: 12pt; margin-bottom: 12pt;">Instruments with variable or floating interest rates generally are less sensitive to interest rate changes but may decline in value if their interest rates do not rise
                    as much or as fast as interest rates in general. Conversely, in a decreasing interest rate environment, these instruments will generally not increase in value and the Fund&#8217;s investment in instruments with floating interest rates may
                    prevent the Fund from taking full advantage of decreasing interest rates in a timely manner. In addition, the income received from such instruments will likely be adversely affected by a decrease in interest rates.</div>
                  <div style="text-align: left; margin-top: 12pt; margin-bottom: 12pt;">Adjustable-rate securities also react to interest rate changes in a similar manner as fixed-rate securities but generally to a lesser degree depending on the
                    characteristics of the security, in particular its reset terms (i.e., the index chosen, frequency of reset and reset caps or floors). During periods of rising interest rates, because changes in interest rates on adjustable-rate
                    securities may lag behind changes in market rates, the value of such securities may decline until their interest rates reset to market rates. These securities also may be subject to limits on the maximum increase in interest rates.
                    During periods of declining interest rates, because the interest rates on adjustable-rate securities generally reset downward, their market value is unlikely to rise to the same extent as the value of comparable fixed rate securities.
                    These securities may not be subject to limits on downward adjustments of interest rates. For additional information, see &#8220;Risks&#8212;Interest Rate Risk.&#8221;</div>
                  <div style="text-align: left; margin-top: 12pt; margin-bottom: 12pt;"><u>Current Fixed-Income and Debt Market Conditions.&#160;</u>Fixed-income and debt market conditions are highly unpredictable and some parts of the market are subject to
                    dislocations. In response to the crisis initially caused by the outbreak of COVID-19, as with other serious economic disruptions, governmental authorities and regulators have enacted or are enacting significant fiscal and monetary
                    policy changes, including direct capital infusions into companies, new monetary programs and considerable interest rates changes. These actions present heightened risks to fixed-income and debt instruments, and such risks could be even
                    further heightened if these actions are unexpectedly or suddenly reversed or are ineffective in achieving their desired outcomes. In light of these actions and current conditions, interest rates and bond yields in the United States and
                    many other countries are at or near historic lows, and in some cases, such rates and yields are or have been negative. The current very low or negative interest rates are magnifying the Fund&#8217;s susceptibility to interest rate risk and
                    diminishing yield and performance. In addition, the current environment is exposing fixed-income and debt markets to significant volatility and reduced liquidity for the Fund&#8217;s investments. Also, the current environment generally
                    reflects expectations for continued economic recovery from the effects of the COVID-19 pandemic. If those expectations are not fulfilled, or become less optimistic, there may be an adverse change in fixed income and debt market
                    conditions,</div>
                </div>
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      </div>
      <br>
      <div style="text-align: center;">19<br>
        <br>
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                  <div style="text-align: left; margin-top: 12pt; margin-bottom: 12pt;">and that change may be abrupt and severe, which likely would significantly adversely affect the value of the Fund&#8217;s investment.</div>
                  <div style="text-align: left; margin-top: 12pt; margin-bottom: 12pt;"><u>Corporate Bond Risk.&#160;</u>The market value of a corporate bond may be affected by factors directly related to the issuer, such as investors&#8217; perceptions of the
                    creditworthiness of the issuer, the issuer&#8217;s financial performance, perceptions of the issuer in the market place, performance of management of the issuer, the issuer&#8217;s capital structure and use of financial leverage and demand for the
                    issuer&#8217;s goods and services. There is a risk that the issuers of corporate bonds may not be able to meet their obligations on interest or principal payments at the time called for by an instrument or at all. Corporate bonds of below
                    investment grade quality are often high risk and have speculative characteristics and may be particularly susceptible to adverse issuer-specific and other developments.</div>
                  <div style="text-align: left; margin-top: 12pt; margin-bottom: 12pt;"><u>Reinvestment Risk.&#160;</u>Reinvestment risk is the risk that income from the Fund&#8217;s portfolio will decline if the Fund invests the proceeds from matured, traded or
                    called Income Securities at market interest rates that are below the Fund portfolio&#8217;s current earnings rate. A decline in income could affect the Common Shares&#8217; market price or the overall return of the Fund. These or similar conditions
                    may also occur in the future.</div>
                  <div style="text-align: left; margin-top: 12pt; margin-bottom: 12pt;"><u>Extension Risk.&#160;</u>Certain debt instruments, including mortgage- and other asset-backed securities, are subject to the risk that payments on principal may occur at
                    a slower rate or later than expected. In this event, the expected maturity could lengthen as short or intermediate-term instruments become longer-term instruments, which would make the investment more sensitive to changes in interest
                    rates. The likelihood that payments on principal will occur at a slower rate or later than expected is heightened under the current conditions. In addition, the Fund&#8217;s investment may sharply decrease in value and the Fund&#8217;s income from
                    the investment may quickly decline. These types of instruments are particularly subject to extension risk, and offer less potential for gains, during periods of rising interest rates. In addition, the Fund may be delayed in its ability
                    to reinvest income or proceeds from these instruments in potentially higher yielding investments, which would adversely affect the Fund to the extent its investments are in lower interest rate debt instruments. Thus, changes in interest
                    rates may cause volatility in the value of and income received from these types of debt instruments.</div>
                  <div style="text-align: left; margin-top: 12pt; margin-bottom: 12pt;"><u>Prepayment Risk.&#160;</u>Certain debt instruments, including loans and mortgage- and other asset-backed securities, are subject to the risk that payments on principal
                    may occur more quickly or earlier than expected (or an investment is converted or redeemed prior to maturity). For example, an issuer may exercise its right to redeem outstanding debt securities prior to their maturity (known as a
                    &#8220;call&#8221;) or otherwise pay principal earlier than expected for a number of reasons (<font style="font-style: italic;">e.g.</font>, declining interest rates, changes in credit spreads and improvements in the issuer&#8217;s credit quality). If an
                    issuer calls or &#8220;prepays&#8221; a security in which the Fund has invested, the Fund may not</div>
                </div>
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        </table>
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      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt;">20</div>
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                  <div style="text-align: left; margin-top: 12pt; margin-bottom: 12pt;">recoup the full amount of its initial investment and may be required to reinvest in generally lower-yielding securities, securities with greater credit risks or
                    securities with other, less favorable features or terms than the security in which the Fund initially invested, thus potentially reducing the Fund&#8217;s yield. Income Securities frequently have call features that allow the issuer to
                    repurchase the security prior to its stated maturity. Loans and mortgage- and other asset-backed securities are particularly subject to prepayment risk, and offer less potential for gains, during periods of declining interest rates (or
                    narrower spreads) as issuers of higher interest rate debt instruments pay off debts earlier than expected. In addition, the Fund may lose any premiums paid to acquire the investment. Other factors, such as excess cash flows, may also
                    contribute to prepayment risk. Thus, changes in interest rates may cause volatility in the value of and income received from these types of debt instruments.</div>
                  <div style="text-align: left; margin-top: 12pt; margin-bottom: 12pt;">Variable or floating rate investments may be less vulnerable to prepayment risk. Most floating rate loans and fixed-income securities allow for prepayment of principal
                    without penalty. Accordingly, the potential for the value of a floating rate loan or security to increase in response to interest rate declines is limited. Corporate loans or fixed-income securities purchased to replace a prepaid
                    corporate loan or security may have lower yields than the yield on the prepaid corporate loan or security.</div>
                  <div style="text-align: left; margin-top: 12pt; margin-bottom: 12pt;"><u>Liquidity Risk.&#160;</u>The Fund may invest without limitation in Income Securities for which there is no readily available trading market or which are unregistered,
                    restricted or otherwise illiquid, including certain high-yield securities. The Fund may invest in privately issued securities of both public and private companies, which may be illiquid. Securities of below investment grade quality tend
                    to be less liquid than investment grade debt securities, and securities of financial distressed or bankrupt issuers may be particularly illiquid. Loans typically are not registered with the SEC and are not listed on any securities
                    exchange and may at times be illiquid. Loan investments through participations and assignments are typically illiquid. Structured finance securities are typically privately offered and sold, and thus are not registered under the
                    securities laws. As a result, investments in structured finance securities may be characterized by the Fund as illiquid securities; however, an active dealer market may exist which would allow such securities to be considered liquid in
                    some circumstances. The securities and obligations of foreign issuers, particular issuers in emerging markets, may be more likely to experience periods of illiquidity. Derivative instruments, particularly privately-negotiated or
                    over-the-counter (&#8220;OTC&#8221;) derivatives, may be illiquid.</div>
                  <div style="text-align: left; margin-top: 12pt; margin-bottom: 12pt;">The Fund may not be able to readily dispose of illiquid assets and obligations at prices that approximate those at which the Fund could sell such assets and obligations
                    if they were more widely traded and, as a result of such illiquidity, the Fund may have to sell other investments or engage in borrowing transactions if necessary to raise</div>
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      <div style="text-align: center;">21</div>
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                  <div style="text-align: left; margin-top: 12pt; margin-bottom: 12pt;">cash to meet its obligations. As a result, the Fund may be unable to achieve its desired level of exposure to certain issuers, asset classes or sectors. The capacity of
                    market makers of fixed-income and other debt instruments has not kept pace with the consistent growth in these markets over the past three decades, which has led to reduced levels in the capacity of these market makers to engage in
                    trading and, as a result, dealer inventories of corporate fixed-income, floating rate and certain other debt instruments are at or near historic lows relative to market size. In addition, limited liquidity could affect the market price
                    of Income Securities, thereby adversely affecting the Fund&#8217;s NAV and ability to make distributions. Dislocations in certain parts of markets are resulting in reduced liquidity for certain investments. It is uncertain when financial
                    markets will improve. Liquidity of financial markets may also be affected by government intervention.</div>
                  <div style="text-align: left; margin-top: 12pt; margin-bottom: 12pt;"><u>Valuation of Certain Income Securities Risk.&#160;</u>The Sub-Adviser may use the fair value method to value investments if market quotations for them are not readily
                    available or are deemed unreliable, or if events occurring after the close of a securities market and before the Fund values its assets would materially affect NAV. Because the secondary markets for certain investments may be limited,
                    they may be difficult to value. Where market quotations are not readily available, valuation may require more research than for more liquid investments. In addition, elements of judgment may play a greater role in valuation in such
                    cases than for investments with a more active secondary market because there is less reliable objective data available. A security that is fair valued may be valued at a price higher or lower than the value determined by other funds
                    using their own fair valuation procedures. Prices obtained by the Fund upon the sale of such securities may not equal the value at which the Fund carried the investment on its books, which would adversely affect the NAV of the Fund.</div>
                  <div style="text-align: left; margin-top: 12pt; margin-bottom: 12pt;"><u>Duration and Maturity Risk.&#160;</u>The Fund has no set policy regarding portfolio maturity or duration. Holding long duration and long maturity investments will expose
                    the Fund to certain magnified risks. These risks include interest rate risk, credit risk and liquidity risks as discussed above. Generally speaking, the longer the duration of the Fund&#8217;s portfolio, the more exposure the Fund will have
                    to interest rate risk described above. See &#8220;Risks&#8212;Income Securities Risk.&#8221;</div>
                  <div style="text-align: left; margin-top: 12pt; margin-bottom: 12pt;"><u>Below-Investment Grade Securities Risk.&#160;</u>The Fund may invest in Income Securities rated below-investment grade or, if unrated, determined by the Sub-Adviser to be
                    of comparable credit quality, which are commonly referred to as &#8220;high-yield&#8221; or &#8220;junk&#8221; bonds. The Fund will not invest more than 25% of its total assets in securities, including structured instruments, such as MBS and CMBS, rated CCC or
                    below (or, if unrated, determined to be of comparable credit quality by the Sub-Adviser) at the time of investment. Investment in securities of below-investment grade quality involves substantial risk of loss, the risk of which is
                    particularly acute under adverse economic conditions. Income Securities of below-investment grade quality are predominantly speculative with respect to the issuer&#8217;s capacity to pay</div>
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      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt;">22</div>
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                  <div style="text-align: left; margin-top: 12pt; margin-bottom: 12pt;">interest and repay principal when due and therefore involve a greater risk of default or decline in market value due to adverse economic and issuer-specific
                    developments. Securities of below investment grade quality may involve a greater risk of default or decline in market value due to adverse economic and issuer-specific developments, such as operating results and outlook and to real or
                    perceived adverse economic and competitive industry conditions. Generally, the risks associated with high yield securities are heightened during times of weakening economic conditions or rising interest rates (particularly for issuers
                    that are highly leveraged) and are therefore heightened under current conditions. If the Fund is unable to sell an investment at its desired time, the Fund may miss other investment opportunities while it holds investments it would
                    prefer to sell, which could adversely affect the Fund&#8217;s performance. In addition, the liquidity of any Fund investment may change significantly over time as a result of market, economic, trading, issuer-specific and other factors.
                    Accordingly, the performance of the Fund and a shareholder&#8217;s investment in the Fund may be adversely affected if an issuer is unable to pay interest and repay principal, either on time or at all. Issuers of below-investment grade
                    securities are not perceived to be as strong financially as those with higher credit ratings.</div>
                  <div style="text-align: left; margin-top: 12pt; margin-bottom: 12pt;">Successful investment in lower-medium and lower-rated debt securities may involve greater investment risk and is highly dependent on the Adviser&#8217;s credit analysis. The
                    value of securities of below-investment grade quality is particularly vulnerable to changes in interest rates and a real or perceived economic downturn or higher interest rates could cause a decline in prices of such securities by
                    lessening the ability of issuers to make principal and interest payments. These securities are often thinly traded or subject to irregular trading and can be more difficult to sell and value accurately than higher-quality securities
                    because there tends to be less public information available about these securities. Because objective pricing data may be less available, judgment may play a greater role in the valuation process. In addition, the entire
                    below-investment grade market can experience sudden and sharp price swings due to a variety of factors, including changes in economic forecasts, stock market activity, large or sustained sales by major investors, a high-profile default,
                    or a change in the market&#8217;s psychology. Adverse conditions could make it difficult at times for the Fund to sell certain securities or could result in lower prices than those used in calculating the Fund&#8217;s NAV. See
                    &#8220;Risks&#8212;Below-Investment Grade Securities Risk.&#8221;</div>
                  <div style="text-align: left; margin-top: 12pt; margin-bottom: 12pt;"><u>Structured Finance Investments Risk.&#160;</u>The Fund&#8217;s structured finance investments may include residential and commercial mortgage-related and other ABS issued by
                    governmental entities and private issuers. Holders of structured finance investments bear risks of the underlying investments, index or reference obligation and are subject to counterparty risk. The Fund may have the right to receive
                    payments only from the structured product, and generally does not have direct rights against the issuer or the entity that sold the assets to be securitized. While certain structured finance investments enable the</div>
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      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt;">23</div>
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      <div><br>
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                  <div style="text-align: left; margin-top: 12pt; margin-bottom: 12pt;">investor to acquire interests in a pool of securities without the brokerage and other expenses associated with directly holding the same securities, investors in
                    structured finance investments generally pay their share of the structured product&#8217;s administrative and other expenses. Although it is difficult to accurately predict whether the prices of indices and securities underlying structured
                    finance investments will rise or fall, these prices (and, therefore, the prices of structured finance investments) will be influenced by the same types of political, economic and other events that affect issuers of securities and
                    capital markets generally. If the issuer of a structured product uses shorter term financing to purchase longer term securities, the issuer may be forced to sell its securities at below market prices if it experiences difficulty in
                    obtaining short-term financing, which may adversely affect the value of the structured finance investment owned by the Fund.</div>
                  <div style="text-align: left; margin-top: 12pt; margin-bottom: 12pt;">Structured finance securities may be thinly traded or have a limited trading market. Structured finance securities are typically privately offered and sold, and thus
                    are not registered under the securities laws. As a result, investments in structured finance securities may be characterized by the Fund as illiquid securities; however, an active dealer market may exist which would allow such
                    securities to be considered liquid in some circumstances. See &#8220;Risks&#8212;Structured Finance Investments Risk.&#8221;</div>
                  <div style="text-align: left; margin-top: 12pt; margin-bottom: 12pt;"><u>Mortgage-Backed Securities Risk.&#160;</u>MBS represent an interest in a pool of mortgages. MBS are subject to certain risks, such as: credit risk associated with the
                    performance of the underlying mortgage properties and of the borrowers owning these properties; risks associated with their structure and execution (including the collateral, the process by which principal and interest payments are
                    allocated and distributed to investors and how credit losses affect the return to investors in such MBS); risks associated with the servicer of the underlying mortgages; adverse changes in economic conditions and circumstances, which
                    are more likely to have an adverse impact on MBS secured by loans on certain types of commercial properties than on those secured by loans on residential properties; prepayment risk, which can lead to significant fluctuations in the
                    value of the MBS; loss of all or part of the premium, if any, paid; and decline in the market value of the security, whether resulting from changes in interest rates, prepayments on the underlying mortgage collateral or perceptions of
                    the credit risk associated with the underlying mortgage collateral. The value of MBS may be substantially dependent on the servicing of the underlying pool of mortgages. In addition, the Fund&#8217;s level of investment in MBS of a particular
                    type or in MBS issued or guaranteed by affiliated obligors, serviced by the same servicer or backed by underlying collateral located in a specific geographic region, may subject the Fund to additional risk.</div>
                  <div style="text-align: left; margin-top: 12pt; margin-bottom: 12pt;">When market interest rates decline, more mortgages are refinanced and the securities are paid off earlier than expected. Prepayments may also occur on a scheduled basis
                    or due to foreclosure. When market interest</div>
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    <div>
      <div style="text-align: center;">24</div>
      <div><br>
      </div>
      <div><br>
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                  <div style="text-align: left; margin-top: 12pt; margin-bottom: 12pt;">rates increase, the market values of MBS decline. At the same time, however, mortgage refinancings and prepayments slow, which lengthens the effective maturities of
                    these securities. As a result, the negative effect of the rate increase on the market value of MBS is usually more pronounced than it is for other types of debt securities. In addition, due to increased instability in the credit
                    markets, the market for some MBS has experienced reduced liquidity and greater volatility with respect to the value of such securities, making it more difficult to value such securities. The Fund may invest in sub-prime mortgages or MBS
                    that are backed by sub-prime mortgages or defaulted or nonperforming loans.</div>
                  <div style="text-align: left; margin-top: 12pt; margin-bottom: 12pt;">Additional risks relating to investments in MBS may arise because of the type of MBS in which the Fund invests, defined by the assets collateralizing the MBS. For
                    example, collateralized mortgage obligations (&#8220;CMOs&#8221;) may have complex or highly variable prepayment terms, such as companion classes, interest only or principal only payments, inverse floaters and residuals. These investments generally
                    entail greater market, prepayment and liquidity risks than other MBS, and may be more volatile or less liquid than other MBS. These risks are heightened under the currently distressed economic, market, labor and public health
                    conditions.</div>
                  <div style="text-align: left; margin-top: 12pt; margin-bottom: 12pt;">Moreover, the relationship between prepayments and interest rates may give some high-yielding MBS less potential for growth in value than conventional bonds with
                    comparable maturities. In addition, during periods of falling interest rates, the rate of prepayment tends to increase. During such periods, the reinvestment of prepayment proceeds by the Fund will generally be at lower rates than the
                    rates that were carried by the obligations that have been prepaid. Because of these and other reasons, MBS&#8217;s total return and maturity may be difficult to predict precisely. To the extent that the Fund purchases MBS at a premium,
                    prepayments (which may be made without penalty) may result in loss of the Fund&#8217;s principal investment to the extent of premium paid.</div>
                  <div style="text-align: left; margin-top: 12pt; margin-bottom: 12pt;">MBS generally are classified as either CMBS or residential mortgage-backed securities (&#8220;RMBS&#8221;), each of which are subject to certain specific risks.</div>
                  <div style="text-align: left; margin-top: 12pt; margin-bottom: 12pt;"><u>Commercial Mortgage-Backed Securities Risk.&#160;</u>The market for CMBS developed more recently and, in terms of total outstanding principal amount of issues, is
                    relatively small compared to the market for RMBS. CMBS are subject to particular risks, such as those associated with lack of standardized terms, shorter maturities than residential mortgage loans and payment of all or substantially all
                    of the principal only at maturity rather than regular amortization of principal. In addition, commercial lending generally is viewed as exposing the lender to a greater risk of loss than residential lending. Commercial lending typically
                    involves larger loans to single borrowers or groups of related borrowers than residential mortgage loans. In addition, the repayment of loans secured by income producing properties typically is dependent upon the successful operation of
                    the related real estate</div>
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      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt;">25</div>
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        <br>
        <br>
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      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;">project and the cash flow generated therefrom. Net operating income of an income-producing property can be affected by, among other things: tenant mix, success of tenant
        businesses, property management decisions, property location and condition, competition from comparable types of properties, changes in laws that increase operating expense or limit rents that may be charged, any need to address environmental
        contamination at the property, the occurrence of any uninsured casualty at the property, changes in national, regional or local economic conditions and/or specific industry segments, declines in regional or local real estate values, declines in
        regional or local rental or occupancy rates, increases in interest rates, real estate tax rates and other operating expenses, change in governmental rules, regulations and fiscal policies, including environmental legislation, acts of God,
        terrorism, social unrest and civil disturbances.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;">Consequently, adverse changes in economic conditions and circumstances are more likely to have an adverse impact on MBS secured by loans on commercial properties than on those
        secured by loans on residential properties. Economic downturns, rises in unemployment and other events, such as public health emergencies, that limit the activities of and demand for commercial retail and office spaces (such as the current COVID-19
        crisis) adversely impact the value of such securities. Additional risks may be presented by the type and use of a particular commercial property. Special risks are presented by hospitals, nursing homes, hospitality properties and certain other
        property types. Commercial property values and net operating income are subject to volatility, which may result in net operating income becoming insufficient to cover debt service on the related mortgage loan. The exercise of remedies and
        successful realization of liquidation proceeds relating to CMBS may be highly dependent on the performance of the servicer or special servicer. There may be a limited number of special servicers available, particularly those that do not have
        conflicts of interest.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;"><u>Residential Mortgage-Backed Securities Risk.&#160;</u>Credit-related risk on RMBS arises from losses due to delinquencies and defaults by the borrowers in payments on the
        underlying mortgage loans and breaches by originators and servicers of their obligations under the underlying documentation pursuant to which the RMBS are issued. The rate of delinquencies and defaults on residential mortgage loans and the
        aggregate amount of the resulting losses will be affected by a number of factors, including general economic conditions, particularly those in the area where the related mortgaged property is located, the level of the borrower&#8217;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</div>
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      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;">restructure the residential mortgage loan or otherwise delay the foreclosure process. These risks are elevated given the current distressed economic, market, public health and
        labor conditions, notably, increased levels of unemployment relative to recent years, delays and delinquencies in payments of mortgage and rent obligations, and uncertainty regarding the effects and extent of government intervention with respect to
        mortgage payments and other economic matters. See &#8220;Risks&#8212; Residential Mortgage-Backed Securities Risk.&#8221;</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;"><u>Sub-Prime Mortgage Market Risk.&#160;</u>The residential mortgage market in the United States has experienced difficulties that may adversely affect the performance and market
        value of certain mortgages and MBS. Delinquencies and losses on residential mortgage loans (especially sub-prime and second-lien mortgage loans) generally have increased at times and may again increase, and a decline in or flattening of housing
        values (as has been experienced at times and may again be experienced in many housing markets) may exacerbate such delinquencies and losses. Borrowers with adjustable-rate mortgage loans are more sensitive to changes in interest rates, which affect
        their monthly mortgage payments, and may be unable to secure replacement mortgages at comparably low interest rates. Also, a number of residential mortgage loan originators have experienced serious financial difficulties or bankruptcy. Largely due
        to the foregoing, reduced investor demand for mortgage loans and MBS and increased investor yield requirements caused limited liquidity in the secondary market for certain MBS, which can adversely affect the market value of MBS. It is possible that
        such limited liquidity in such secondary markets could continue or worsen. If the economy of the United States deteriorates further, the incidence of mortgage foreclosures, especially sub-prime mortgages, may increase, which may adversely affect
        the value of any MBS owned by the Fund.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;">Any increase in prevailing market interest rates, which are currently near historical lows, may result in increased payments for borrowers who have adjustable-rate mortgages.
        Moreover, with respect to hybrid mortgage loans after their initial fixed rate period, interest-only products or products having a lower rate, and with respect to mortgage loans with a negative amortization feature which reach their negative
        amortization cap, borrowers may experience a substantial increase in their monthly payment even without an increase in prevailing market interest rates. Increases in payments for borrowers may result in increased rates of delinquencies and defaults
        on residential mortgage loans underlying the RMBS. See &#8220;Risks&#8212;Mortgage-Backed Securities Risk.&#8221;</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;"><font style="font-style: italic;">Asset-Backed Securities Risk.&#160;</font>ABS are a form of structured debt obligation. In addition to the general risks associated with credit
        securities discussed herein and the risks discussed under &#8220;Structured Finance Investments Risks,&#8221; ABS are subject to additional risks. While traditional fixed-income securities typically pay a fixed rate of interest until maturity, when the entire
        principal amount is due, an ABS</div>
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      <div><br>
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      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 144pt;">represents an interest in a pool of assets, such as automobile loans, credit card receivables, unsecured consumer loans or student loans, that has been securitized and provides
        for monthly payments of interest, at a fixed or floating rate, and principal from the cash flow of these assets. This pool of assets (and any related assets of the issuing entity) is the only source of payment for the ABS. The ability of an ABS
        issuer to make payments on the ABS, and the timing of such payments, is therefore dependent on collections on these underlying assets. The recoveries on the underlying collateral may not, in some cases, be sufficient to support payments on these
        securities, which may result in losses to investors in an ABS.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 144pt;">Generally, obligors may prepay the underlying assets in full or in part at any time, subjecting the Fund to prepayment risk related to the ABS it holds. While the expected
        repayment streams on ABS are determined by the contractual amortization schedules for the underlying assets, an investor&#8217;s yield to maturity on an ABS is uncertain and may be reduced by the rate and speed of prepayments of the underlying assets,
        which may be influenced by a variety of economic, social and other factors. See &#8220;Risks&#8212;Asset-Backed Securities Risk.&#8221;</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 144pt;"><font style="font-style: italic;">CLO, CDO and CBO Risk.&#160;</font>The Fund may invest in CDOs, CBOs and CLOs. A CDO is an ABS whose underlying collateral is typically a portfolio
        of other structured finance debt securities or synthetic instruments issued by another ABS vehicle. A CBO is an ABS whose underlying collateral is a portfolio of bonds. A CLO is an ABS whose underlying collateral is a portfolio of bank loans.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 144pt;">In addition to the general risks associated with credit or debt securities discussed herein and the risks discussed under &#8220;Structured Finance Investments Risks,&#8221; CLOs, CDOs and
        CBOs are subject to additional risks. CLOs, CDOs and CBOs are subject to risks because of the involvement of multiple transaction parties related to the underlying collateral and disruptions that may occur as a result of the restructuring or
        insolvency of the underlying obligors, which are generally corporate obligors. Unlike a consumer obligor that is generally obligated to make payments on the collateral backing an ABS, the obligor on the collateral backing a CLO, a CDO or a CBO may
        have more effective defenses or resources to cause a delay in payment or restructure the underlying obligation. If an obligor is permitted to restructure its obligations, distributions from collateral securities may not be adequate to make interest
        or other payments.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 144pt;">The performance of CLOs, CDOs and CBOs depends primarily upon the quality of the underlying assets and the level of credit support or enhancement in the structure and the
        relative priority of the interest in the issuer of the CLO, CDO or CBO purchased by the Fund. In general, CLOs, CDOs and CBOs are actively managed by an asset manager that is responsible for evaluating and acquiring the assets that will
        collateralize the CLO, CDO or CBO. The asset manager may have difficulty in identifying assets that satisfy the eligibility criteria for the assets and may be restricted from trading the collateral. These</div>
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      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;">criteria, restrictions and requirements, while reducing the overall risk to the Fund, may limit the ability of the Investment Adviser to maximize returns on the CLOs, CDOs and
        CBOs if an opportunity is identified by the collateral manager. In addition, other parties involved in CLOs, CDOs and CBOs, such as credit enhancement providers and investors in senior obligations of the CLO, CDO or CBO may have the right to
        control the activities and discretion of the Adviser in a manner that is adverse to the interests of the Fund. A CLO, CDO or CBO generally includes provisions that alter the priority of payments if performance metrics related to the underlying
        collateral, such as interest coverage and minimum overcollateralization, are not met. These provisions may cause delays in payments on the securities or an increase in prepayments depending on the relative priority of the securities owned by the
        Fund. The failure of a CLO, CDO or CBO to make timely payments on a particular tranche may have an adverse effect on the liquidity and market value of such tranche.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;">The value of securities issued by CLOs, CDOs and CBOs also may change because of, among other things, changes in market value; changes in the market&#8217;s perception of the
        creditworthiness of the servicer of the assets, the originator of an asset in the pool, or the financial institution or fund providing credit support or enhancement; loan performance and prices; broader market sentiment, including expectations
        regarding future loan defaults, liquidity conditions and supply and demand for structured products. See &#8220;Risks&#8212;CLO, CDO and CBO Risk.&#8221;</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;"><u>CLO Subordinated Notes Risk.&#160;</u>The Fund may invest in any portion of the capital structure of CLOs (including the subordinated, residual and deep mezzanine debt tranches).
        Investment in the subordinated tranche is subject to special risks. The subordinated tranche does not receive ratings and is considered the riskiest portion of the capital structure of a CLO. The subordinated tranche is junior in priority of
        payment to the more senior tranches of the CLO and is subject to certain payment restrictions. As a result, the subordinated tranche bears the bulk of defaults from the loans in the CLO. In addition, the subordinated tranche generally has only
        limited voting rights and generally does not benefit from any creditors&#8217; rights or ability to exercise remedies under the indenture governing the CLO notes. Certain mezzanine tranches in which the Fund may invest may also be subject to certain
        risks similar to risks associated with investment in the subordinated tranche.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;">The subordinated tranche is unsecured and ranks behind all of the secured creditors, known or unknown, of the CLO issuer, including the holders of the secured notes it has
        issued. Consequently, to the extent that the value of the issuer&#8217;s portfolio of loan investments has been reduced as a result of conditions in the credit markets, defaulted loans, capital gains and losses on the underlying assets, prepayment or
        changes in interest rates, the value of the subordinated tranche realized at redemption could be reduced. Accordingly, the subordinated tranche may not be paid in full and may be subject to up to 100% loss. The leveraged nature of subordinated
        notes may magnify the adverse</div>
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      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;">impact on the subordinated notes of changes in the market value of the investments held by the issuer, changes in the distributions on those investments, defaults and recoveries
        on those investments, capital gains and losses on those investments, prepayments on those investments and availability, prices and interest rates of those investments. Investments in the subordinated tranche of a CLO are generally less liquid than
        CLO debt tranches and subject to extensive transfer restrictions, and there may be no market for subordinated notes. Certain mezzanine tranches in which the Fund may invest may also be subject to certain risks similar to risks associated with
        investment in the subordinated tranche. See &#8220;Risks&#8212; CLO, CDO and CBO Risk&#8212;CLO Subordinated Notes Risk.&#8221;</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;"><font style="font-style: italic;">Risks Associated with Risk-Linked Securities.&#160;</font>RLS are a form of derivative issued by insurance companies and insurance-related special
        purpose vehicles that apply securitization techniques to catastrophic property and casualty damages. Unlike other insurable low-severity, high-probability events (such as auto collision coverage), the insurance risk of which can be diversified by
        writing large numbers of similar policies, the holders of a typical RLS are exposed to the risks from high-severity, low-probability events such as that posed by major earthquakes or hurricanes. RLS represent a method of reinsurance, by which
        insurance companies transfer their own portfolio risk to other reinsurance companies and, in the case of RLS, to the capital markets. A typical RLS provides for income and return of capital similar to other fixed-income investments, but involves
        full or partial default if losses resulting from a certain catastrophe exceeded a predetermined amount. In essence, investors invest funds in RLS and if a catastrophe occurs that &#8220;triggers&#8221; the RLS, investors may lose some or all of the capital
        invested. In the case of an event, the funds are paid to the bond sponsor&#8212;an insurer, reinsurer or corporation&#8212;to cover losses. In return, the bond sponsors pay interest to investors for this catastrophe protection. RLS can be structured to pay-off
        on three types of variables&#8212;insurance-industry catastrophe loss indices, insure-specific catastrophe losses and parametric indices based on the physical characteristics of catastrophic events. Such variables are difficult to predict or model, and
        the risk and potential return profiles of RLS may be difficult to assess. Catastrophe-related RLS have been in use since the 1990s, and the securitization and risk-transfer aspects of such RLS are beginning to be employed in other insurance and
        risk-related areas. No active trading market may exist for certain RLS, which may impair the ability of the Fund to realize full value in the event of the need to liquidate such assets. See &#8220;Risks&#8212;Risks Associated with Risk-Linked Securities.&#8221;</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;"><font style="font-style: italic;">Risks Associated with Structured Notes.&#160;</font>Investments in structured notes involve risks associated with the issuer of the note and the
        reference instrument. Where the Fund&#8217;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</div>
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      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;">cause significant price fluctuations. Additionally, changes in the reference instrument or security may cause the interest rate on the structured note to be reduced to zero, and
        any further changes in the reference instrument may then reduce the principal amount payable on maturity. Structured notes may be less liquid than other types of securities and more volatile than the reference instrument or security underlying the
        note. See &#8220;Risks&#8212;Risks Associated with Structured Notes Risk.&#8221;</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;"><font style="font-style: italic;">Senior Loans Risk.&#160;</font>The Fund may invest in senior secured floating rate Loans made to corporations and other non-governmental entities and
        issuers (&#8220;Senior Loans&#8221;). Senior Loans typically hold the most senior position in the capital structure of the issuing entity, are typically secured with specific collateral and typically have a claim on the assets of the borrower, including stock
        owned by the borrower in its subsidiaries, that is senior to that held by junior lien creditors, subordinated debt holders and stockholders of the borrower. The Fund&#8217;s investments in Senior Loans are typically below-investment grade and are
        considered speculative because of the credit risk of the applicable issuer.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;">There is less readily-available, reliable information about most Senior Loans than is the case for many other types of securities. In addition, there is rarely a minimum rating
        or other independent evaluation of a borrower or its securities, and the Adviser relies primarily on its own evaluation of a borrower&#8217;s credit quality rather than on any available independent sources. As a result, the Fund is particularly dependent
        on the analytical abilities of the Adviser with respect to investments in Senior Loans. The Adviser&#8217;s judgment about the credit quality of a borrower may be wrong.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;">The risks associated with Senior Loans of below-investment grade quality are similar to the risks of other lower grade Income Securities, although Senior Loans are typically
        senior in payment priority and secured on a senior priority basis, in contrast to subordinated and unsecured Income Securities. Senior Loans&#8217; higher priority has historically resulted in generally higher recoveries in the event of a corporate
        reorganization. In addition, because their interest payments are adjusted for changes in short-term interest rates, investments in Senior Loans have less interest rate risk than certain other lower grade Income Securities, which may have fixed
        interest rates. See &#8220;Risks&#8212;Senior Loans Risk.&#8221;</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;"><font style="font-style: italic;">Second Lien Loans Risk.&#160;</font>The Fund may invest in &#8220;second lien&#8221; secured floating rate Loans made by public and private corporations and
        other non-governmental entities and issuers for a variety of purposes (&#8220;Second Lien Loans&#8221;). Second Lien Loans are typically second in right of payment and/or second in right of priority with respect to collateral remedies to one or more Senior
        Loans of the related borrower. Second Lien Loans are subject to the same risks associated with investment in Senior Loans and other lower grade Income Securities. However, Second Lien Loans are second in right of payment and/or second in right of
        priority with respect to collateral</div>
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      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;">remedies to Senior Loans and therefore are subject to the additional risk that the cash flow of the borrower and/or the value of any property securing the Loan may be
        insufficient to meet scheduled payments or otherwise be available to repay the Loan after giving effect to payments in respect of a Senior Loan, including payments made with the proceeds of any property securing the Loan and any senior secured
        obligations of the borrower. Second Lien Loans are expected to have greater price volatility and exposure to losses upon default than Senior Loans and may be less liquid. There is also a possibility that originators will not be able to sell
        participations in Second Lien Loans, which would create greater credit risk exposure. See &#8220;Risks&#8212;Second Lien Loans Risk.&#8221;</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;"><font style="font-style: italic;">Subordinated Secured Loans Risk.&#160;</font>Subordinated secured Loans generally are subject to similar risks as those associated with investment in
        Senior Loans, Second Lien Loans and below-investment grade securities. However, such loans may rank lower in right of payment than any outstanding Senior Loans, Second Lien Loans or other debt instruments with higher priority of the borrower and
        therefore are subject to additional risk that the cash flow of the borrower and any property securing the loan may be insufficient to meet scheduled payments and repayment of principal in the event of default or bankruptcy after giving effect to
        the higher-ranking secured obligations of the borrower. Subordinated secured Loans are expected to have greater price volatility than Senior Loans and Second Lien Loans and may be less liquid. See &#8220;Risks&#8212;Subordinated Secured Loans Risk.&#8221;</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;"><font style="font-style: italic;">Unsecured Loans Risk.&#160;</font>Unsecured Loans generally are subject to similar risks as those associated with investment in Senior Loans, Second
        Lien Loans, subordinated secured Loans and below-investment grade securities. However, because unsecured Loans have lower priority in right of payment to any higher-ranking obligations of the borrower and are not backed by a security interest in
        any specific collateral, they are subject to additional risk that the cash flow of the borrower and available assets may be insufficient to meet scheduled payments and repayment of principal after giving effect to any higher-ranking obligations of
        the borrower. Unsecured Loans are expected to have greater price volatility than Senior Loans, Second Lien Loans and subordinated secured Loans and may be less liquid. See &#8220;Risks&#8212;Unsecured Loans Risk.&#8221;</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;"><font style="font-style: italic;">Loans and Loan Participations and Assignments Risk.&#160;</font>The Fund may invest in loans directly or through participations or assignments. The
        Fund may purchase Loans on a direct assignment basis from a participant in the original syndicate of lenders or from subsequent assignees of such interests. The Fund may also purchase, without limitation, participations in Loans. The purchaser of
        an assignment typically succeeds to all the rights and obligations of the assigning institution and becomes a lender under the credit agreement with respect to the debt obligation; however, the purchaser&#8217;s rights can be more restricted than those
        of the assigning institution, and, in any</div>
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      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;">event, the Fund may not be able to unilaterally enforce all rights and remedies under the loan and with regard to any associated collateral. A participation typically results in
        a contractual relationship only with the institution participating out the interest, not with the borrower. In purchasing participations, the Fund generally will have no right to enforce compliance by the borrower with the terms of the loan
        agreement against the borrower, and the Fund may not directly benefit from the collateral supporting the debt obligation in which it has purchased the participation. As a result, the Fund will be exposed to the credit risk of both the borrower and
        the institution selling the participation. Further, in purchasing participations in lending syndicates, the Fund may not be able to conduct the same due diligence on the borrower with respect to a Senior Loan that the Fund would otherwise conduct.
        In addition, as a holder of the participations, the Fund may not have voting rights or inspection rights that the Fund would otherwise have if it were investing directly in the Senior Loan, which may result in the Fund being exposed to greater
        credit or fraud risk with respect to the borrower or the Senior Loan. Lenders selling a participation and other persons inter-positioned between the lender and the Fund with respect to a participation will likely conduct their principal business
        activities in the banking, finance and financial services industries. Because the Fund may invest in participations, the Fund may be more susceptible to economic, political or regulatory occurrences affecting such industries.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;">Certain of the loan participations or assignments acquired by the Fund may involve unfunded commitments of the lenders, revolving credit facilities, delayed draw credit
        facilities or other investments under which a borrower may from time to time borrow and repay amounts up to the maximum amount of the facility. In such cases, the Fund would have an obligation to advance its portion of such additional borrowings
        upon the terms specified in the loan documentation. Such an obligation may have the effect of requiring the Fund to increase its investment in a company at a time when it might not be desirable to do so (including at a time when the company&#8217;s
        financial condition makes it unlikely that such amounts will be repaid). These commitments are generally subject to the borrowers meeting certain criteria such as compliance with covenants and certain operational metrics. The terms of the
        borrowings and financings subject to commitment are comparable to the terms of other loans and related investments in the Fund&#8217;s portfolio.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;">Loans are especially vulnerable to the financial health, or perceived financial health, of the borrower but are also particularly susceptible to economic and market sentiment
        such that changes in these conditions or the occurrence of other economic or market events may reduce the demand for loans and cause their value to decline rapidly and unpredictably. Many loans and loan interests are subject to legal or contractual
        restrictions on transfer, resale or assignment that may limit the ability of the Fund to sell its interest in a loan at an advantageous time or price. The resale, or secondary, market for loans is currently growing, but may become more limited or
        more difficult to access, and</div>
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      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;">such changes may be sudden and unpredictable. Transactions in loans are often subject to long settlement periods (in excess of the standard T+2 days settlement cycle for most
        securities and often longer than seven days). As a result, sale proceeds potentially will not be available to the Fund to make additional investments or to use proceeds to meet its current obligations. The Fund thus is subject to the risk of
        selling other investments at disadvantageous times or prices or taking other actions necessary to raise cash to meet its obligations such as borrowing from a bank or holding additional cash, particularly during periods of unusual market or economic
        conditions or financial stress.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;">The Fund invests in or is exposed to loans and other similar debt obligations that are sometimes referred to as &#8220;covenant-lite&#8221; loans or obligations (&#8220;covenant-lite
        obligations&#8221;), which are generally subject to more risk than investments that contain traditional financial maintenance covenants and financial reporting requirements. The Fund may have fewer rights with respect to covenant-lite obligations,
        including fewer protections against the possibility of default and fewer remedies in the event of default. As a result, investments in (or exposure to) covenant-lite obligations are subject to more risk than investments in (or exposure to) certain
        other types of obligations.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;">The Fund is subject to other risks associated with investments in (or exposure to) loans and other similar obligations, including that such loans or obligations may not be
        considered &#8220;securities&#8221; and, as a result, the Fund may not be entitled to rely on the anti-fraud protections under the federal securities laws and instead may have to resort to state law and direct claims. See &#8220;Risks&#8212;Loans and Loan Participations
        and Assignments Risk.&#8221;</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;"><font style="font-style: italic;">Mezzanine Investments Risk.&#160;</font>The Fund may invest in certain lower grade securities known as &#8220;Mezzanine Investments,&#8221; which are
        subordinated debt securities that are generally issued in private placements in connection with an equity security (e.g., with attached warrants) or may be convertible into equity securities. Mezzanine Investments are subject to the same risks
        associated with investment in Senior Loans, Second Lien Loans and other lower grade Income Securities. However, Mezzanine Investments may rank lower in right of payment than any outstanding Senior Loans and Second Lien Loans of the borrower, or may
        be unsecured (i.e., not backed by a security interest in any specific collateral), and are subject to the additional risk that the cash flow of the borrower and available assets may be insufficient to meet scheduled payments after giving effect to
        any higher-ranking obligations of the borrower. Mezzanine Investments are expected to have greater price volatility and exposure to losses upon default than Senior Loans and Second Lien Loans and may be less liquid. See &#8220;Risks&#8212;Mezzanine Investments
        Risk.&#8221;</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;"><font style="font-style: italic;">Distressed and Defaulted Securities Risk.&#160;</font>Investments in the securities of financially distressed issuers involve substantial risks.
        These securities may present a substantial risk of default or may be in default at the time of investment. The Fund may incur additional expenses to the extent it is required to seek recovery upon a default in the payment</div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt;">34</div>
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      </div>
      <div><br>
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      <div><br>
      </div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;">of principal or interest on its portfolio holdings. In any reorganization or liquidation proceeding relating to a portfolio company, the Fund may lose its entire investment or
        may be required to accept cash or securities with a value less than its original investment. Among the risks inherent in investments in a troubled entity is the fact that it frequently may be difficult to obtain information as to the true financial
        condition of such issuer. The Adviser&#8217;s judgment about the credit quality of the issuer and the relative value and liquidity of its securities may prove to be wrong. See &#8220;Risks&#8212;Distressed and Defaulted Securities Risk.&#8221;</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;"><font style="font-style: italic;">Convertible Securities Risk.&#160;</font>Convertible securities, debt or preferred equity securities convertible into, or exchangeable for, equity
        securities, are generally preferred stocks and other securities, including fixed-income securities and warrants that are convertible into or exercisable for common stock. Convertible securities generally participate in the appreciation or
        depreciation of the underlying stock into which they are convertible, but to a lesser degree and are subject to the risks associated with debt and equity securities, including interest rate, market and issuer risks. For example, if market interest
        rates rise, the value of a convertible security usually falls. Certain convertible securities may combine higher or lower current income with options and other features. Warrants are options to buy a stated number of shares of common stock at a
        specified price anytime during the life of the warrants (generally, two or more years). Convertible securities may be lower-rated securities subject to greater levels of credit risk. A convertible security may be converted before it would otherwise
        be most appropriate, which may have an adverse effect on the Fund&#8217;s ability to achieve its investment objective.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;">&#8220;Synthetic&#8221; convertible securities have economic characteristics similar to those of a traditional convertible security due to the combination of separate securities that possess
        the two principal characteristics of a traditional convertible security, i.e., an income-producing security (&#8220;income-producing component&#8221;) and the right to acquire an equity security (&#8220;convertible component&#8221;). The income-producing component is
        achieved by investing in non-convertible, income-producing securities such as bonds, preferred stocks and money market instruments, which may be represented by derivative instruments.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;">The convertible component is achieved by investing in securities or instruments such as warrants or options to buy common stock at a certain exercise price, or options on a stock
        index. A simple example of a synthetic convertible security is the combination of a traditional corporate bond with a warrant to purchase equity securities of the issuer of the bond. The income-producing and convertible components of a synthetic
        convertible security may be issued separately by different issuers and at different times. See &#8220;Risks&#8212;Convertible Securities Risk.&#8221;</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;"><font style="font-style: italic;">Preferred Securities/Preferred Stock Risk.&#160;</font>The Fund may invest in preferred stock, which represents the senior residual interest in the</div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt;">35</div>
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      </div>
      <div style="font-size: 14pt;">&#160;</div>
      <div><br>
      </div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;">assets of an issuer after meeting all claims, with priority to corporate income and liquidation payments over the issuer&#8217;s common stock. As such, preferred stock is inherently
        riskier than the bonds and other debt instruments of the issuer, but less risky than its common stock. Certain preferred stocks contain provisions that allow an issuer under certain conditions to skip (in the case of &#8220;non-cumulative&#8221; preferred
        stocks) or defer (in the case of &#8220;cumulative&#8221; preferred stocks) dividend payments. Preferred stocks often contain provisions that allow for redemption in the event of certain tax or legal changes or at the issuer&#8217;s call. Preferred stocks typically
        do not provide any voting rights, except in cases when dividends are in arrears beyond a certain time period. There is no assurance that dividends on preferred stocks in which the Fund invests will be declared or otherwise made payable. If the Fund
        owns preferred stock that is deferring its distributions, the Fund may be required to report income for U.S. federal income tax purposes while it is not receiving cash payments corresponding to such income. When interest rates fall below the rate
        payable on an issue of preferred stock or for other reasons, the issuer may redeem the preferred stock, generally after an initial period of call protection in which the stock is not redeemable. Preferred stocks may be significantly less liquid
        than many other securities, such as U.S. Government securities, corporate debt and common stock. See &#8220;Risks&#8212;Preferred Securities/Preferred Stock Risk.&#8221;</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;"><font style="font-style: italic;">Foreign Securities Risk.&#160;</font>The Fund may invest up to 30% of its total assets in issuers located outside the United States. Investing in
        foreign issuers may involve certain risks not typically associated with investing in securities of U.S. issuers due to increased exposure to foreign economic, political and legal developments, including favorable or unfavorable changes in currency
        exchange rates, exchange control regulations (including currency blockage), expropriation or nationalization of assets, imposition of withholding taxes on payments, and possible difficulty in obtaining and enforcing judgments against foreign
        entities. Furthermore, issuers of foreign securities and obligations are subject to different, often less comprehensive, accounting, reporting and disclosure requirements than domestic issuers. The securities and obligations of some foreign
        companies and foreign markets are less liquid and at times more volatile than comparable U.S. securities, obligations and markets. In addition, such investments are subject to other adverse diplomatic investments, which may include the imposition
        of economic or trade sanctions or other measures by the U.S. or other governments and supranational organizations or changes in trade policies. These developments may, among other things, limit the ability of the Fund to invest in certain
        securities or require the disposition of an investment. These risks may be more pronounced to the extent that the Fund invests a significant amount of its assets in companies located in one region and to the extent that the Fund invests in
        securities of issuers in emerging markets. The Fund may also invest in U.S. dollar-denominated Income Securities of foreign issuers, which are subject to many of the risks described above regarding Income Securities of foreign issuers</div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt;">36</div>
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      </div>
      <div>&#160;<br>
        <br>
      </div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;">denominated in foreign currencies. These risks are heightened under the current conditions. See &#8220;Risks&#8212;Foreign Securities Risk.&#8221;</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;"><font style="font-style: italic;">Emerging Markets Risk.&#160;</font>The Fund&#8217;s investments in securities of foreign issuers may include issuers which are located in countries
        considered to be emerging markets, and investments in such securities are considered speculative. Investing in securities in emerging markets generally entails greater risks of loss or deviation from the Fund&#8217;s investment objective than investing
        in securities in developed countries. Securities issued by governments or issuers in emerging market countries are more likely to have greater exposure to the risks of investing in foreign securities. These risks are elevated under current
        conditions and include: (i) less social, political and economic stability and potentially more volatile currency exchange rates; (ii) the small current size of the markets for such securities, limited access to investments in the event of market
        closures (including due to local holidays), and the currently low or nonexistent volume of trading, which result in a lack of liquidity, in greater price volatility, and/or a higher risk of failed trades or other trading issues; (iii) certain
        national policies which may restrict the Fund&#8217;s investment opportunities, including restrictions on investment in issuers or industries deemed sensitive to national interests, and trade barriers; (iv) foreign taxation; (v) the absence of developed
        legal systems, including structures governing private or foreign investment or allowing for judicial redress (such as limits on rights and remedies available to the Fund) for investment losses and injury to private property; (vi) lower levels of
        government regulation, which could lead to market manipulation, and less extensive and transparent accounting, auditing, recordkeeping, financial reporting and other requirements which limit the quality and availability of financial information;
        (vii) high rates of inflation for prolonged periods and rapid interest rate changes; (viii) dependence on a few key trading partners and sensitivity to adverse political or social events affecting the region where an emerging market is located
        compared to developed market securities; and (ix) particular sensitivity to global economic conditions, including adverse effects stemming from recessions, depressions or other economic crises, or reliance on international or other forms of aid,
        including trade, taxation and development policies. Sovereign debt of emerging countries may be in default or present a greater risk of default, the risk of which is heightened given the current conditions. These risks are heightened for
        investments in frontier markets. See &#8220;Risks&#8212;Emerging Markets Risk.&#8221;</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;"><font style="font-style: italic;">Foreign Currency Risk.&#160;</font>The value of securities denominated or quoted in foreign currencies may be adversely affected by fluctuations in
        the relative currency exchange rates and by exchange control regulations. The Fund&#8217;s investment performance may be negatively affected by a devaluation of a currency in which the Fund&#8217;s investments are denominated or quoted. Further, the Fund&#8217;s
        investment performance may be significantly affected, either positively or negatively, by currency exchange rates because the U.S. dollar value of securities denominated or quoted in another currency will increase or decrease in</div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt;">37</div>
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      </div>
      <div><br>
      </div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;">response to changes in the value of such currency in relation to the U.S. dollar. See &#8220;Risks&#8212;Foreign Currency Risk.&#8221;</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;"><font style="font-style: italic;">Sovereign Debt Risk.&#160;</font>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&#8217;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&#8217;s balance of payments, including export performance, its access to international credit facilities and investments,
        fluctuations of interest rates and the extent of its foreign reserves. Certain issuers of sovereign debt may be dependent on disbursements from foreign governments, multilateral agencies and others abroad to reduce principal and interest arrearages
        on their debt. Such disbursements may be conditioned upon a debtor&#8217;s implementation of economic reforms and/or economic performance and the timely service of such debtor&#8217;s obligations. A failure on the part of the debtor to implement such reforms,
        achieve such levels of economic performance or repay principal or interest when due may result in the cancellation of such third parties&#8217; commitments to lend funds to the debtor, which may impair the debtor&#8217;s ability to service its debts on a
        timely basis. As a holder of sovereign debt, the Fund may be requested to participate in the restructuring of such sovereign indebtedness, including the rescheduling of payments and the extension of further loans to debtors, which may adversely
        affect the Fund. See &#8220;Risks&#8212;Sovereign Debt Risk.&#8221;</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;"><font style="font-style: italic;">Common Equity Securities Risk.&#160;</font>The Fund may invest up to 50% of its total assets in Common Equity Securities. An adverse event, such as
        an unfavorable earnings report, may depress the value of a particular common stock held by the Fund. Also, the prices of equity securities are sensitive to general movements in the stock market, so a drop in the stock market may depress the prices
        of equity securities to which the Fund has exposure. Common Equity Securities&#8217; prices fluctuate for a number of reasons, including changes in investors&#8217; perceptions of the financial condition of an issuer, the general condition of the relevant
        stock market, and broader domestic and international political and economic events. The prices of Common Equity Securities may also decline due to factors which affect a particular industry or industries, such as labor shortages or increased
        production costs and competitive conditions within an industry. The value of a particular common stock held by the Fund may decline for a number of other reasons which directly relate to the issuer, such as management performance, leverage, the
        issuer&#8217;s historical and prospective earnings, the value of its assets and reduced demand for its goods and services. In addition, common stock prices may be particularly sensitive to rising interest rates, as the cost of capital rises and borrowing
        costs increase. <br>
      </div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt;">38</div>
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      </div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;">At times, stock markets can be volatile and stock prices can change substantially and suddenly. While broad market measures of Common Equity Securities have historically
        generated higher average returns than Income Securities, Common Equity Securities have also experienced significantly more volatility in those returns. Common Equity Securities in which the Fund may invest are structurally subordinated to preferred
        stock, bonds and other debt instruments in a company&#8217;s capital structure in terms of priority to corporate income and are therefore inherently more risky than preferred stock or debt instruments of such issuers. Dividends on Common Equity
        Securities which the Fund may hold are not fixed but are declared at the discretion of the issuer&#8217;s board of directors. There is no guarantee that the issuers of the Common Equity Securities in which the Fund invests will declare dividends in the
        future or that, if declared, they will remain at current levels or increase over time. See &#8220;Risks&#8212;Common Equity Securities Risk.&#8221;</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;"><font style="font-style: italic;">New Issues Risk.&#160;</font>&#8220;New Issues&#8221; are initial public offerings (&#8220;IPOs&#8221;) of U.S. equity securities. There is no assurance that the Fund will
        have access to profitable IPOs, and therefore investors should not rely on any potential gains from IPOs as an indication of future performance of the Fund. The investment performance of the Fund during periods when it is unable to invest
        significantly or at all in IPOs may be lower than during periods when the Fund is able to do so. 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 Fund 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 Fund to buy or sell significant amounts of shares. See &#8220;Risks&#8212;New Issues Risk.&#8221;</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;"><font style="font-style: italic;">Risks Associated with the Fund&#8217;s Covered Call Option Strategy and Put Options.&#160;</font>The ability of the Fund to achieve its investment
        objective is partially dependent on the successful implementation of its Covered Call Option Strategy. There are significant differences between the securities and options markets that could result in an imperfect correlation between these markets,
        causing a given transaction not to achieve its objectives. A decision as to whether, when and how to use options involves the exercise of skill and</div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt;">39</div>
      <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
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      </div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;">judgment, and even a well-conceived transaction may be unsuccessful to some degree because of market behavior or unexpected events.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;">The Fund may write call options on individual securities, securities indices, ETFs and baskets of securities. The buyer of an option acquires the right, but not the obligation,
        to buy (a call option) or sell (a put option) a certain quantity of a security (the underlying security) or instrument, including a futures contract or swap, at a certain price up to a specified point in time or on expiration, depending on the
        terms. The seller or writer of an option is obligated to sell (a call option) or buy (a put option) the underlying instrument upon exercise of the option. A call option is &#8220;covered&#8221; if the Fund owns the security or instrument underlying the call or
        has an absolute right to acquire the security or instrument without additional cash consideration (or, if additional cash consideration is required under current regulatory requirements, cash or cash equivalents in such amount are segregated by the
        Fund&#8217;s custodian or earmarked on the Fund&#8217;s books and records). A call option is also covered if the Fund holds a call on the same security as the call written where the exercise price of the call held is (i) equal to or less than the exercise
        price of the call written, or (ii) greater than the exercise price of the call written, provided the difference is maintained by the Fund in segregated assets determined to be liquid by the Sub-Adviser as described above. As a seller of covered
        call options, the Fund faces the risk that it will forgo the opportunity to profit from increases in the market value of the security or instrument covering the call option during an option&#8217;s life. As the Fund writes covered calls over more of its
        portfolio, its ability to benefit from capital appreciation becomes more limited. For certain types of options, the writer of the option will have no control over the time when it may be required to fulfill its obligation under the option. There
        can be no assurance that a liquid market will exist if and when the Fund seeks to close out an option position. Once an option writer has received an exercise notice, it cannot effect a closing purchase transaction in order to terminate its
        obligation under the option and must deliver the underlying security or instrument at the exercise price.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;">The Fund may purchase and write exchange-listed and OTC options. Options written by the Fund with respect to non-U.S. securities, indices or sectors and other instruments
        generally will be OTC options. OTC options differ from exchange-listed options in several respects. They are transacted directly with the dealers and not with a clearing corporation, and therefore entail the risk of non-performance by the dealer.
        OTC options are available for a greater variety of securities and for a wider range of expiration dates and exercise prices than are available for exchange-traded options. Because OTC options are not traded on an exchange, pricing is done normally
        by reference to information from a market maker. OTC options are subject to heightened counterparty, credit, liquidity and valuation risks. The Fund&#8217;s ability to terminate OTC options is more limited than with exchange-traded options and may
        involve the risk that broker-dealers participating in such transactions will not fulfill their obligations. The hours of trading for options may not conform to the hours during</div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt;">40</div>
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      </div>
      <div><br>
      </div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;">which the underlying securities are traded. The Fund&#8217;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.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;">The Fund may also purchase and write covered put options. A put option written by the Fund on a security is &#8220;covered&#8221; if the Fund segregates or earmarks assets determined to be
        liquid by the Sub-Adviser, in accordance with the procedures established by the Board, equal to the exercise price. A put option is also covered if the Fund holds a put on the same security as the put written where the exercise price of the put
        held is (i) equal to or greater than the exercise price of the put written, or (ii) less than the exercise price of the put written, provided the difference is maintained by the Fund in segregated or earmarked assets determined to be liquid by the
        Sub-Adviser, as described above. As a seller of covered put options, the Fund bears the risk of loss if the value of the underlying security or instrument declines below the exercise price minus the put premium. If the option is exercised, the Fund
        could incur a loss if it is required to purchase the security or instrument underlying the put option at a price greater than the market price of the security or instrument at the time of exercise plus the put premium the Fund received when it
        wrote the option. The Fund&#8217;s potential gain in writing a covered put option is limited to distributions earned on the liquid assets securing the put option plus the premium received from the purchaser of the put option; however, the Fund risks a
        loss equal to the entire exercise price of the option minus the put premium. See &#8220;Risks&#8212;Risks Associated with the Fund&#8217;s Covered Call Option Strategy and Put Options.&#8221;</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;"><font style="font-style: italic;">Risks of Real Property Asset Companies.&#160;</font>The Fund may invest in Income Securities and Common Equity Securities issued by Real Property
        Asset Companies.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;"><font style="font-style: italic;">Real Estate Risks.&#160;</font>Because of the Fund&#8217;s ability to make indirect investments in real estate and in the securities of companies in the
        real estate industry, it is subject to risks associated with the direct ownership of real estate. These risks include:</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 189pt;">
        <div>&#8226; declines in the value of real estate;</div>
        <div> <br>
        </div>
        <div>
          <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: rgb(0, 0, 0);" class="DSPFListTable" id="z04e801f8a4414e93ae0489e7adaadfcb">

              <tr>
                <td style="width: auto; vertical-align: top;">
                  <div>&#8226; general and local economic conditions;</div>
                  <div> <br>
                  </div>
                </td>
              </tr>

          </table>
        </div>
        <div>
          <div>&#8226; unavailability of mortgage funds;</div>
          <div> <br>
          </div>
          <div>
            <div>&#8226; overbuilding;</div>
            <div> <br>
            </div>
            <div>
              <div>&#8226; extended vacancies of properties;</div>
              <div> <br>
              </div>
              <div>
                <div>&#8226; increased competition;</div>
                <div> <br>
                </div>
                <div>
                  <div>
                    <div>&#8226; increases in property taxes and operating expenses;</div>
                    <div> <br>
                    </div>
                    <div>
                      <div>&#8226; changes in zoning laws;</div>
                      <div> <br>
                      </div>
                      <div>&#8226; losses due to costs of cleaning up environmental problems and&#160;contamination;</div>
                    </div>
                  </div>
                </div>
              </div>
            </div>
          </div>
        </div>
      </div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt;">41</div>
      <div><br>
      </div>
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      <div style="font-size: 14pt;">&#160;</div>
      <div><br>
        <br>
        <div style="margin-left: 189pt;">&#8226; limitations on, or unavailability of, insurance on economic terms;</div>
        <div> <br>
        </div>
        <div>
          <div style="margin-left: 189pt;">&#8226; liability to third parties for damages resulting from&#160;environmental problems;</div>
          <div> <br>
          </div>
          <div style="font-size: 14pt;">
            <div style="font-size: 10pt; margin-left: 189pt;">&#8226; casualty or condemnation losses;</div>
            <div style="font-size: 10pt;"> <br>
            </div>
            <div style="font-size: 10pt;">
              <div style="margin-left: 189pt;">&#8226; limitations on rents;</div>
              <div> <br>
              </div>
            </div>
            <div style="font-size: 10pt;">
              <div style="margin-left: 189pt;">&#8226; changes in neighborhood values and the appeal of properties to&#160;tenants;</div>
              <div> <br>
              </div>
              <div style="font-size: 14pt;">
                <div style="font-size: 10pt; margin-left: 189pt;"> &#8226; changes in valuation due to the impact of terrorist incidents on a&#160;particular property or area, or on a segment of the economy; and<br>
                  <div> <br>
                  </div>
                  <div>&#8226; changes in interest rates.</div>
                </div>
              </div>
            </div>
          </div>
        </div>
        <br>
      </div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;"><font style="font-style: italic;">Energy Companies Risk.&#160;</font>Energy Companies are subject to certain risks, including, but not limited to, the following: catastrophic event
        risk, energy commodity pricing risk, energy sector regulatory risk, and industry-specific risk. Energy companies are subject to many dangers inherent in the production, exploration, management, transportation, processing and distribution of natural
        gas, natural gas liquids, crude oil, refined petroleum and petroleum products and other hydrocarbons. These dangers give rise to risks of substantial losses as a result of loss or destruction of commodity reserves; damage to or destruction of
        property, facilities and equipment; pollution and environmental damage; and personal injury or loss of life and could adversely affect such companies&#8217; financial conditions and ability to pay distributions to shareholders. Energy companies may be
        adversely affected by fluctuations in the prices of energy commodities and by the levels of supply and demand for energy commodities. Energy companies are also subject to significant regulation of nearly every aspect of their operations by federal,
        state and local governmental agencies. For additional information, please see &#8220;Risks&#8212;Energy Companies Risk.&#8221;</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;"><font style="font-style: italic;">Natural Resources and Commodities Risks.&#160;</font>Because of the Fund&#8217;s ability to make indirect investments in natural resources and physical
        commodities, and in Real Property Asset Companies engaged in oil and gas exploration and production, gold and other precious metals, steel and iron ore production, energy services, forest products, chemicals, coal, alternative energy sources and
        environmental services, as well as related transportation companies and equipment manufacturers, the Fund is subject to risks associated with special risks, which include: supply and demand risk, depletion and exploration risk, operational and
        geological risk, regulatory risk, commodity pricing risk, and precious metals pricing metals risk. For additional information, please see &#8220;Risks&#8212; Natural Resources and Commodities Risks.&#8221;</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;"><font style="font-style: italic;">Risks of Personal Property Asset Companies.&#160;</font>The Fund may invest in Income Securities and Common Equity Securities issued by Personal
        Property Asset Companies. Personal (as opposed to real) property includes any tangible, movable property or asset. The Fund will typically seek to invest in Income Securities and Common Equity</div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt;">42</div>
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      </div>
      <div><br>
      </div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;">Securities of Personal Property Asset Companies that are associated with personal property assets with investment performance that is not highly correlated with traditional
        market indexes, such as special situation transportation assets (<font style="font-style: italic;">e.g.</font>, railcars, airplanes and ships) and collectibles (<font style="font-style: italic;">e.g.</font>, antiques, wine and fine art). For
        additional information, please see &#8220;Risks&#8212;Risks of Personal Property Asset Companies.&#8221;</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;"><font style="font-style: italic;">Private Securities Risk.&#160;</font>The Fund may invest in privately issued securities and Common Equity Securities of both public and private
        companies. Private Securities have additional risk considerations than investments in comparable public investments. Whenever the Fund invests in companies that do not publicly report financial and other material information, it assumes a greater
        degree of investment risk and reliance upon the Sub-Adviser&#8217;s ability to obtain and evaluate applicable information concerning such companies&#8217; creditworthiness and other investment considerations. Certain Private Securities may be illiquid. Because
        there is often no readily available trading market for Private Securities, the Fund may not be able to readily dispose of such investments at prices that approximate those at which the Fund could sell them if they were more widely traded. Private
        Securities are also more difficult to value. Valuation may require more research, and elements of judgment may play a greater role in the valuation of Private Securities as compared to public securities because there is less reliable objective data
        available. Private Securities that are debt securities generally are of below-investment grade quality, frequently are unrated and present many of the same risks as investing in below-investment grade public debt securities. Investing in private
        debt instruments is a highly specialized investment practice that depends more heavily on independent credit analysis than investments in other types of obligations. See &#8220;Risks&#8212;Private Securities Risk.&#8221;</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;"><font style="font-style: italic;">Risks Associated with Private Company Investments.&#160;</font>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 Sub-Adviser may not have timely or
        accurate information about the business, financial condition and results of operations of the private companies in which the Fund invests. There is risk that the Fund may invest on the basis of incomplete or inaccurate information, which may
        adversely affect the Fund&#8217;s investment performance. Private companies in which the Fund 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&#8217; actions and market conditions, as well as general economic downturns.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;">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</div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt;">43</div>
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      </div>
      <div style="font-size: 14pt;">&#160;</div>
      <div><br>
        <br>
      </div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;">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 Fund&#8217;s investment also may be structured as pay-in-kind
        securities with minimal or no cash interest or dividends until the company meets certain growth and liquidity objectives.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;">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 Fund 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 Fund will be able to realize the value of private company investments in a timely manner, and these investments are
        subject to heightened valuation risks. See &#8220;Risks&#8212;Risks Associated with Private Company Investments.&#8221;</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;"><font style="font-style: italic;">Late-Stage Private Companies Risk.&#160;</font>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 Fund may not be able to sell such investments when the Sub-Adviser 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&#8217;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 Fund from selling its shares of these companies for a period of time. 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 issues
        shares in an IPO, IPOs are risky and volatile and may cause the value of the Fund&#8217;s investment to decrease significantly. See &#8220;Risks&#8212;Late-Stage Private Companies Risk.&#8221;</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;"><font style="font-style: italic;">Investment Funds Risk.&#160;</font>The Fund may also obtain investment exposure to Income Securities and Common Equity Securities by investing up to
        30% of its total assets in Investment Funds. These investments include open-end funds, closed-end funds, ETFs and business development companies as well as other pooled investment vehicles. Investments in Investment Funds present certain special
        considerations and risks not present in making direct investments in Income Securities and Common Equity Securities. Investments in Investment Funds subject the Fund to the risks affecting such Investment Funds and involve operating expenses and
        fees that are in addition to the expenses and fees borne by the Fund. Such expenses and fees attributable to the Fund&#8217;s investment in another Investment Fund are borne indirectly by Common Shareholders. Accordingly, investment in such entities
        involves expenses and fees at both levels. Fees and expenses borne of</div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt;">44</div>
      <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
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      </div>
      <div><br>
        <br>
      </div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;">other Investment Funds in which the Fund invests may be similar to the fees and expenses borne of the Fund and can include asset-based management fees and administrative fees
        payable to such entities&#8217; advisers and managers, as well as other expenses borne by such entities, thus resulting in fees and expenses at both levels. To the extent management fees of Investment Funds are based on total gross assets, it may create
        an incentive for such entities&#8217; managers to employ Financial Leverage, thereby adding additional expense and increasing volatility and risk (including the Fund&#8217;s overall exposure to Financial Leverage risk). Fees payable to advisers and managers of
        Investment Funds may include performance-based incentive fees calculated as a percentage of profits. Such incentive fees directly reduce the return that otherwise would have been earned by investors over the applicable period. A performance-based
        fee arrangement may create incentives for an adviser or manager to take greater investment risks in the hope of earning a higher profit participation.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;">Investments in Investment Funds frequently expose the Fund to an additional layer of leverage. Investments in Investment Funds expose the Fund to additional management risk. The
        success of the Fund&#8217;s investments in Investment Funds will depend in large part on the investment skills and implementation abilities of the advisers or managers of such entities. Decisions made by the advisers or managers of such entities may
        cause the Fund to incur losses or to miss profit opportunities. While the Sub-Adviser will seek to evaluate managers of Investment Funds and where possible independently evaluate the underlying assets, a substantial degree of reliance on such
        entities&#8217; managers is nevertheless present with such investments.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;">In October 2020, the SEC adopted certain regulatory changes and took other actions related to the ability of an investment company to invest in another investment company (which,
        in certain instances, may also limit a fund&#8217;s ability to invest in certain types of structured finance vehicles). These changes and actions may adversely impact the Fund&#8217;s investment strategies and operations, as well as those of the underlying
        investment vehicles in which the Fund invests or other funds that invest in the Fund. See &#8220;Risks&#8212;Investment Funds Risk.&#8221;</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;"><font style="font-style: italic;">Synthetic Investments Risk.&#160;</font>As an alternative to holding investments directly, the Fund may also obtain investment exposure to Income
        Securities and Common Equity Securities through the use of customized derivative instruments (including swaps, options, forwards, notional principal contracts or other financial instruments) to replicate, modify or replace the economic attributes
        associated with an investment in Income Securities and Common Equity Securities (including interests in Investment Funds). The Fund may be exposed to certain additional risks to the extent the Sub-Adviser uses derivatives as a means to
        synthetically implement the Fund&#8217;s investment strategies. If the Fund enters into a derivative instrument whereby it agrees to receive the return of a security or financial instrument or a basket of securities or financial instruments, it will
        typically contract to receive such returns for a predetermined period of time. During such period, the Fund may</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; text-align: center;">45</div>
      <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
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      </div>
      <br>
      <div> <br>
        <br>
      </div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;">not have the ability to increase or decrease its exposure. In addition, such customized derivative instruments will likely be highly illiquid, and it is possible that the Fund
        will not be able to terminate such derivative instruments prior to their expiration date or that the penalties associated with such a termination might impact the Fund&#8217;s performance in a material adverse manner. Furthermore, certain derivative
        instruments contain provisions giving the counterparty the right to terminate the contract upon the occurrence of certain events. If a termination were to occur, the Fund&#8217;s return could be adversely affected as it would lose the benefit of the
        indirect exposure to the reference securities and it may incur significant termination expenses. See &#8220;Risks&#8212;Synthetic Investments Risk.&#8221;</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;"><font style="font-style: italic;">Inflation/Deflation Risk.&#160;</font>Inflation risk is the risk that the value of assets or income from investments will be worth less in the future
        as inflation decreases the purchasing power and value of money. As inflation increases, the real value of the Common Shares and distributions can decline. Inflation rates may change frequently and significantly as a result of various factors,
        including unexpected shifts in the domestic or global economy and changes in monetary or economic policies (or expectations that these policies may change), and the Fund&#8217;s investments may not keep pace with inflation, which would adversely affect
        the Fund. This risk is significantly elevated compared to normal conditions because of recent monetary policy measures and the current low interest rate environment. In addition, during any periods of rising inflation, the dividend rates or
        borrowing costs associated with the Fund&#8217;s use of Financial Leverage would likely increase, which would tend to further reduce returns to Common Shareholders. Deflation risk is the risk that prices throughout the economy decline over time&#8212;the
        opposite of inflation. Deflation may have an adverse effect on the creditworthiness of issuers and may make issuer default more likely, which may result in a decline in the value of the Fund&#8217;s portfolio. See &#8220;Risks&#8212;Inflation/Deflation Risk.&#8221;</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;"><font style="font-style: italic;">Market Discount Risk.&#160;</font>The Fund cannot predict whether the Common Shares will trade at a premium or discount to the Fund&#8217;s NAV. If the
        Common Shares are trading at a premium to NAV at the time you purchase Common Shares, the NAV per share of the Common Shares purchased will be less than the purchase price paid. Shares of closed-end investment companies frequently trade at a
        discount from NAV, but in some cases have traded above NAV. The risk of the Common Shares trading at a discount is a risk separate from the risk of a decline in the Fund&#8217;s NAV as a result of the Fund&#8217;s investment activities. A future increase in
        the number of Common Shares available may put downward pressure on the market price for Common Shares.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;">Whether a Common Shareholder will realize a gain or loss upon the sale of Common Shares depends upon whether the market value of the Common Shares at the time of sale is above or
        below the price the Common Shareholder paid, taking into account transaction costs for the Common Shares, and is not directly dependent upon the Fund&#8217;s NAV. Because the market value of the Common Shares will be</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; text-align: center;">46</div>
      <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
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      </div>
      <div style="font-size: 14pt;">&#160;</div>
      <div><br>
      </div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;">determined by factors such as the relative demand for and supply of the shares in the market, general market conditions and other factors outside the Fund&#8217;s control, the Fund
        cannot predict whether the Common Shares will trade at, below or above NAV, or at, below or above the public offering price for the Common Shares. Common Shares of the Fund are designed primarily for long-term investors; investors in Common Shares
        should not view the Fund as a vehicle for trading purposes. See &#8220;Risks&#8212;Market Discount Risk.&#8221;</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;"><font style="font-style: italic;">Dilution Risk.&#160;</font>The voting power of current Common Shareholders will be diluted to the extent that current Common Shareholders do not
        purchase Common Shares in any future offerings of Common Shares or do not purchase sufficient Common Shares to maintain their percentage interest. If the Fund is unable to invest the proceeds of such offering as intended, the Fund&#8217;s per Common
        Share distribution may decrease, and the Fund may not participate in market advances to the same extent as if such proceeds were fully invested as planned. If the Fund sells Common Shares at a price below NAV pursuant to the consent of Common
        Shareholders, shareholders will experience a dilution of the aggregate NAV per Common Share because the sale price will be less than the Fund&#8217;s then-current NAV per Common Share. See &#8220;Risks&#8212;Dilution Risk.&#8221;</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;"><font style="font-style: italic;">Financial Leverage and Leveraged Transactions Risk.&#160;</font>Although the use of Financial Leverage and leveraged transactions by the Fund may
        create an opportunity for increased after-tax total return for the Common Shares, it also results in additional risks and can magnify the effect of any losses. If the income and gains earned on securities purchased with Financial Leverage and
        leveraged transaction proceeds are greater than the cost of Financial Leverage and leveraged transactions, the Fund&#8217;s return will be greater than if Financial Leverage and leveraged transactions had not been used. Conversely, if the income or gains
        from the securities purchased with such proceeds does not cover the cost of Financial Leverage and leveraged transactions, the return to the Fund will be less than if Financial Leverage and leveraged transactions had not been used. There can be no
        assurance that a leveraging strategy will be implemented or that it will be successful during any period during which it is employed.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;">Financial Leverage and the use of leveraged transactions involve risks and special considerations for shareholders, including the likelihood of greater volatility of NAV and
        market price of and dividends on the Common Shares than a comparable portfolio without leverage; the risk that fluctuations in interest rates on Borrowings or in the dividend rate on any Preferred Shares that the Fund must pay will reduce the
        return to the Common Shareholders; and the effect of Financial Leverage and leveraged transactions in a declining market, which is likely to cause a greater decline in the NAV of the Common Shares than if the Fund were not leveraged, which may
        result in a greater decline in the market price of the Common Shares.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;">Because the fees received by the Investment Adviser and Sub-Adviser are based on the Managed Assets of the Fund (including the proceeds</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; text-align: center;">47</div>
      <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
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      </div>
      <br>
      <div><br>
      </div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;">of any Financial Leverage), the Investment Adviser and Sub-Adviser have a financial incentive for the Fund to utilize Financial Leverage, which may create a conflict of interest
        between the Investment Adviser and the Sub-Adviser on the one hand and the Common Shareholders on the other. Common Shareholders bear the portion of the investment advisory fee attributable to the assets purchased with the proceeds of Financial
        Leverage, which means that Common Shareholders effectively bear the entire advisory fee.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;">Borrowings may subject the Fund to covenants in credit agreements relating to asset coverage and portfolio composition requirements. Borrowings by the Fund also may subject the
        Fund to certain restrictions on investments imposed by guidelines of one or more rating agencies, which may issue ratings for such indebtedness. Such guidelines may impose asset coverage or portfolio composition requirements that are more stringent
        than those imposed by the 1940 Act. It is not anticipated that these covenants or guidelines will impede the Adviser from managing the Fund&#8217;s portfolio in accordance with the Fund&#8217;s investment objective and policies.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;">The Fund may enter into reverse repurchase agreements with the same parties with whom they may enter into repurchase agreements (as described below). Under a reverse repurchase
        agreement, the Fund would sell securities or other assets and agree to repurchase them at a particular price at a future date. Reverse repurchase agreements involve the risks that the interest income earned on the investment of the proceeds will be
        less than the interest expense and Fund expenses associated with the repurchase agreement, that the market value of the securities or other assets sold by the Fund may decline below the price at which the Fund is obligated to repurchase such
        securities and that the securities may not be returned to the Fund. There is no assurance that reverse repurchase agreements can be successfully employed. In the event of the insolvency of the counterparty to a reverse repurchase agreement,
        recovery of the securities or other assets sold by the Fund may be delayed. The counterparty&#8217;s insolvency may result in a loss equal to the amount by which the value of the securities or other assets sold by the Fund exceeds the repurchase price
        payable by the Fund; if the value of the purchased securities or other assets increases during such a delay, that loss may also be increased. When the Fund enters into a reverse repurchase agreement, any fluctuations in the market value of either
        the securities or other assets transferred to another party or the securities or other assets in which the proceeds may be invested would affect the market value of the Fund&#8217;s assets. As a result, such transactions may increase fluctuations in the
        NAV of the Fund&#8217;s Common Shares.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;">The Fund may enter into dollar roll transactions, in which the Fund sells a mortgage-backed or other security for settlement on one date and buys back a substantially similar
        security (but not the same security) for settlement at a later date. During the roll period, the Fund gives up the principal and interest payments on the sold security, but may invest the sale proceeds. When the Fund enters into a dollar roll</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; text-align: center;">48</div>
      <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
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      </div>
      <br>
      <div><br>
      </div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;">transaction, any fluctuation in the market value of the security transferred or the securities in which the sales proceeds are invested can affect the market value of the Fund&#8217;s
        assets, and therefore, the Fund&#8217;s NAV. Successful use of dollar rolls may depend upon the Sub-Adviser&#8217;s ability to correctly predict interest rates and prepayments. There is no assurance that dollar rolls can be successfully employed. Dollar roll
        transactions may sometimes be considered to be the practical equivalent of Borrowing and constitute leverage. Dollar roll transactions also involve the risk that the market value of the securities the Fund is required to deliver may decline below
        the agreed upon repurchase price of those securities. In addition, in the event that the Fund&#8217;s counterparty becomes insolvent or otherwise unable or unwilling to perform its obligations, the Fund&#8217;s use of the proceeds may become restricted pending
        a determination as to whether to enforce the Fund&#8217;s obligation to purchase the substantially similar securities.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;">The Fund may engage in certain derivatives transactions that have economic characteristics similar to leverage. Under current regulatory requirements, to the extent the terms of
        any such transaction obligate the Fund to make payments, to mitigate leveraging risk and otherwise comply with regulatory requirements, the Fund must segregate or earmark liquid assets to meet its obligations under, or otherwise cover, the
        transactions that may give rise to this risk. Securities so segregated or designated as &#8220;cover&#8221; will be unavailable for sale by the Sub-Adviser (unless replaced by other securities qualifying for segregation or cover requirements), which may
        adversely affect the ability of the Fund to pursue its investment objective. See &#8220;Use of Financial Leverage&#8212;Reverse Repurchase Agreements and Dollar Roll Transactions&#8221; for additional information on certain regulatory changes regarding asset
        segregation and cover transactions.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;">The Fund may have Financial Leverage and leveraged transactions outstanding during a short-term period during which such Financial Leverage and leveraged transactions may not be
        beneficial to the Fund if the Adviser believes that the long-term benefits to Common Shareholders of such Financial Leverage and leveraged transactions would outweigh the costs and portfolio disruptions associated with redeeming and reissuing or
        closing out and reopening such Financial Leverage and leveraged transactions. However, there can be no assurance that the Adviser&#8217;s judgment in weighing such costs and benefits will be correct.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;">Recent economic and market events have contributed to severe market volatility at times and caused severe liquidity strains in the credit markets during some periods. If
        dislocations in the credit markets continue, the Fund&#8217;s leverage costs may increase and there is a risk that the Fund may not be able to renew or replace existing leverage on favorable terms or at all. If the cost of leverage is no longer
        favorable, or if the Fund is otherwise required to reduce its leverage, the Fund may not be able to maintain distributions on Common Shares at</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; text-align: center;">49</div>
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      <div><br>
      </div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;">historical levels and Common Shareholders will bear any costs associated with selling portfolio securities.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;">The Fund&#8217;s total Financial Leverage and leveraged transactions may vary significantly over time. To the extent the Fund increases its amount of Financial Leverage and leveraged
        transactions outstanding, it will be more exposed to these risks. The Fund may also be exposed to the risks associated with Financial Leverage and leveraged transactions through its investments in Investment Funds. See &#8220;Risks&#8212;Financial Leverage and
        Leveraged Transactions Risk.&#8221;</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-style: italic; margin-left: 153pt;">Derivatives Transactions Risk.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;"><u>Derivatives Transactions Risk in General.&#160;</u>In addition to the Covered Call Option Strategy and other options strategies described above, the Fund may, but is not required
        to, utilize other derivatives, including futures contracts, swaps transactions and other strategic transactions to seek to earn income, facilitate portfolio management and mitigate risks. Participation in derivatives markets transactions involves
        investment risks and transaction costs to which the Fund would not be subject absent the use of these strategies (other than its covered call writing strategy). Certain derivatives transactions that involve leverage can result in losses that
        greatly exceed the amount originally invested. Derivatives transactions utilizing instruments denominated in foreign currencies will expose the Fund to foreign currency risk. Derivatives transactions involve risks of mispricing or improper
        valuation, and the documentation governing a derivative instrument or transaction may be unfavorable or ambiguous. Derivatives transactions may involve commissions and other costs, which may increase the Fund&#8217;s expenses and reduce its return.
        Various legislative and regulatory initiatives may impact the availability, liquidity and cost of derivative instruments, limit or restrict the ability of the Fund to use certain derivative instruments or transact with certain counterparties as a
        part of its investment strategy, increase the costs of using derivative instruments or make derivative instruments less effective. In connection with certain derivatives transactions, under current regulatory requirements, to the extent the terms
        of any such transaction obligate the Fund to make payments, the Fund may be required to segregate liquid assets or otherwise cover such transactions. The Fund also may be required to deposit amounts as premiums or to be held in margin accounts.
        Such amounts may not otherwise be available to the Fund for investment purposes. The Fund may earn a lower return on its portfolio than it might otherwise earn if it did not have to segregate assets in respect of, or otherwise cover, its
        derivatives transactions positions. To the extent the Fund&#8217;s assets are segregated or committed as cover, it could limit the Fund&#8217;s investment flexibility. Segregating assets and covering positions will not limit or offset losses on related
        positions. Participation in derivatives market transactions involves investment risks and transaction costs to which the Fund would not be subject absent the use of these strategies. The skills necessary to successfully execute derivatives
        strategies may be different from those for more traditional portfolio management techniques, and if the Sub-Adviser is</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; text-align: center;">50</div>
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      </div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;">incorrect about its expectations of market conditions, the use of derivatives could also result in a loss, which in some cases may be unlimited. Additional risks inherent in the
        use of derivatives include:</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 189pt;">
        <div style="margin-bottom: 10pt; margin-left: 9pt;">&#8226; dependence on the Sub-Adviser&#8217;s ability to predict correctly movements in the direction of interest rates and securities prices;</div>
        <div style="margin-bottom: 10pt; margin-left: 9pt;">&#8226; imperfect correlation between the price of derivatives and movements in the prices of the securities being hedged;</div>
        <div style="margin-bottom: 10pt; margin-left: 9pt;">&#8226; the fact that skills needed to use these strategies are different from those needed to select portfolio securities;</div>
        <div style="margin-bottom: 10pt; margin-left: 9pt;">&#8226; the possible absence of a liquid secondary market for any particular instrument at any time;</div>
        <div style="margin-bottom: 10pt; margin-left: 9pt;">&#8226; the possible need to defer closing out certain hedged positions to avoid adverse tax consequences;</div>
        <div style="margin-bottom: 10pt; margin-left: 9pt;">&#8226; the possible inability of the Fund to purchase or sell a security at a time that otherwise would be favorable for it to do so, or the possible need for the Fund to sell a security at a
          disadvantageous time due to a need for the Fund to maintain &#8220;cover&#8221; or to segregate securities in connection with the hedging techniques; and</div>
        <div style="margin-bottom: 10pt; margin-left: 9pt;">&#8226; the creditworthiness of counterparties.</div>
      </div>
      <div> </div>
      <div> </div>
      <div> </div>
      <div> </div>
      <div> </div>
      <div> </div>
      <div> </div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;"><u>Futures Transactions Risk.&#160;</u>The Fund may invest in futures contracts and options on futures contracts. Futures and options on futures entail certain risks, including but
        not limited to the following:</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 189pt;">
        <div style="margin-bottom: 10pt; margin-left: 9pt;">&#8226; no assurance that futures contracts or options on futures can be offset at favorable prices;</div>
        <div style="margin-bottom: 10pt; margin-left: 9pt;">&#8226; possible reduction of the return of the Fund due to their use for hedging;</div>
        <div style="margin-bottom: 10pt; margin-left: 9pt;">&#8226; possible reduction in value of both the securities hedged and the hedging instrument;</div>
        <div style="margin-bottom: 10pt; margin-left: 9pt;">&#8226; possible lack of liquidity, trading restrictions or limitations that may be imposed by an exchange, and the potential that government regulations may restrict trading;</div>
        <div style="margin-bottom: 10pt; margin-left: 9pt;">&#8226; imperfect correlation between the contracts and the securities being hedged; and</div>
        <div style="margin-bottom: 10pt; margin-left: 9pt;">&#8226; losses from investing in futures transactions that are potentially unlimited and losses resulting from the default or insolvency of intermediaries such as the Fund&#8217;s futures commission merchant.</div>
      </div>
      <div> </div>
      <div> </div>
      <div> </div>
      <div> </div>
      <div> </div>
      <div> </div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;"><u>Risks Associated with Swaps.&#160;</u>The Fund may enter into swap transactions, including credit default swaps, total return swaps, index swaps, currency swaps, commodity swaps
        and interest rate swaps, as well as options thereon, and may purchase or sell interest rate caps, floors and collars. The Fund may utilize swap agreements in an attempt to gain exposure to certain assets without purchasing those assets, to hedge
        other positions or for investment purposes.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; text-align: center;">51</div>
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      </div>
      <br>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;">Risks associated with the use of swap agreements are different from those associated with ordinary portfolio securities transactions, largely due to the fact they could be
        considered illiquid and many swaps currently trade on the OTC market. If the Sub-Adviser is incorrect in its forecasts of market values, interest rates or currency exchange rates, the investment performance of the Fund may be less favorable than it
        would have been if these investment techniques were not used. Such transactions are subject to market risk, risk of default by the other party to the transaction and risk of imperfect correlation between the value of such instruments and the
        underlying assets and may involve commissions or other costs. Written credit default swaps also are subject to the risk of default on the instrument underlying the swap, which may result in the Fund being obligated to pay the counterparty to the
        swap the principal amount of the underlying instrument. Cash-settled swaps generally do not involve the delivery of securities, other underlying assets or principal. Accordingly, the risk of loss with respect to such swaps generally is limited to
        the net amount of payments that the Fund is contractually obligated to make, or in the case of the other party to a swap defaulting, the net amount of payments and margin that the Fund is contractually entitled to receive. Swaps are subject to
        valuation, liquidity and leveraging risks and could result in substantial losses to the Fund.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;">Swaps may effectively add leverage to the Fund&#8217;s portfolio because the Fund would be subject to investment exposure on the full notional amount of the swap. Swaps are subject to
        the risk that a counterparty will default on its payment obligations to the Fund thereunder.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;">Certain standardized swaps are subject to mandatory exchange-trading and central clearing. While exchange-trading and central clearing are intended to reduce counterparty credit
        risk and increase liquidity, they do not make swap transactions risk-free. Additionally, the Commodity Futures Trading Commission (&#8220;CFTC&#8221;) and other applicable regulators have adopted rules imposing certain margin requirements, including minimums,
        on OTC swaps, which may result in the Fund and its counterparties posting higher margin amounts for OTC swaps, which could increase the cost of swap transactions to the Fund and impose added operational complexity. The Dodd-Frank Act and related
        regulatory developments require the clearing and exchange-trading of many OTC derivative instruments that the CFTC and the SEC have defined as &#8220;swaps.&#8221; Mandatory exchange-trading and clearing are occurring on a phased-in basis based on the type of
        market participant and CFTC approval of contracts for central clearing. In addition, the CFTC in October 2020 adopted amendments to its position limits rules that establish certain new and amended position limits for 25 specified physical commodity
        futures and related options contracts traded on exchanges, other futures contracts and related options directly or indirectly linked to such 25 specified contracts, and any OTC transactions that are economically equivalent to the 25 specified
        contracts. Further regulatory developments in the swap market may adversely impact the swap market generally or the Fund&#8217;s ability to use swaps. See &#8220;Risks&#8212;Derivatives Transactions Risk.&#8221;</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; text-align: center;">52</div>
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      <div><br>
      </div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;"><font style="font-style: italic;">Counterparty Risk.&#160;</font>The Fund will be subject to risk with respect to the counterparties to the derivative contracts entered into by the
        Fund. If a counterparty becomes bankrupt or defaults on or otherwise fails to perform its payment or other obligations to the Fund, the Fund may not receive the full amount that it is entitled to receive or may experience delays in recovering the
        collateral or other assets held by, or on behalf of, the counterparty. The Fund bears the risk that counterparties may be adversely affected by legislative or regulatory changes, adverse market conditions (such as the current conditions), increased
        competition, and/or wide scale credit losses resulting from financial difficulties of the counterparties&#8217; other trading partners or borrowers.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;"><font style="font-style: italic;">Special Purpose Acquisition Companies Risk.&#160;</font>The Fund may invest in stock, warrants, rights and other securities of special purpose
        acquisition companies (&#8220;SPACs&#8221;) or similar special purpose entities in a private placement transaction or as part of a public offering. As an alternative to obtaining a public listing through a traditional IPO, SPAC investments carry many of the
        same risks as investments in IPO securities. These may include, but are not limited to, erratic price movements, greater risk of loss, lack of information about the issuer, limited operating and little public or no trading history, and higher
        transaction costs. Investments in SPACs also have risks peculiar to the SPAC structure and investment process. Until an acquisition or merger is completed, a SPAC generally invests its assets, less a portion retained to cover expenses, in U.S.
        government securities, money market securities and cash and does not typically pay dividends in respect of its common stock. To the extent a SPAC is invested in cash or similar securities, this may impact the Fund&#8217;s ability to meet its investment
        objective. SPAC investments are also subject to the risk that a significant portion of the funds raised by the SPAC may be expended during the search for a target acquisition or merger. Some SPACs pursue acquisitions and mergers only within certain
        market sectors or regions, which can increase the volatility of their prices. Conversely, other SPACs may invest without such limitations, in which case management may have limited experience or knowledge of the market sector or region in which the
        transaction is contemplated. Moreover, interests in SPACs may be illiquid and/or be subject to restrictions on resale, which may remain for an extended time, and may only be traded in the over-the-counter market. If there is no market for interests
        in a SPAC, or only a thinly traded market for interests in a SPAC develops, the Fund may not be able to sell its interest in a SPAC, or may be able to sell its interest only at a price below what the Fund believes is the SPAC interest&#8217;s value. See
        &#8220;Risks&#8212;Special Purpose Acquisition Companies Risk.&#8221;</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;"><font style="font-style: italic;">Portfolio Turnover Risk.&#160;</font>The Fund&#8217;s annual portfolio turnover rate may vary greatly from year to year. Portfolio turnover rate is not
        considered a limiting factor in the execution of investment decisions for the Fund. A higher portfolio turnover rate results in correspondingly greater brokerage commissions and other transactional expenses that are borne by the Fund. High
        portfolio</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; text-align: center;">53</div>
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      </div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;">turnover may result in an increased realization of net short-term capital gains by the Fund which, when distributed to Common Shareholders, will be taxable as ordinary income.
        Additionally, in a declining market, portfolio turnover may create realized capital losses. See &#8220;U.S. Federal Income Tax Considerations.&#8221; See &#8220;Risks&#8212;Portfolio Turnover Risk.&#8221;</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;"><font style="font-style: italic;">U.S. Government Securities Risk.&#160;</font>Different types of U.S. government securities have different relative levels of credit risk depending on
        the nature of the particular government support for that security. U.S. government securities may be supported by:</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;">(i) the full faith and credit of the United States government; (ii) the ability of the issuer to borrow from the U.S. Treasury; (iii) the credit of the issuing agency,
        instrumentality or government-sponsored entity (&#8220;GSE&#8221;); (iv) pools of assets (e.g., MBS); or (v) the United States in some other way. The U.S. government and its agencies and instrumentalities do not guarantee the market value of their securities,
        which may fluctuate in value and are subject to investment risks, and certain U.S. government securities may not be backed by the full faith and credit of the United States government. Any downgrades of the U.S. credit rating could increase
        volatility in both stock and bond markets, result in higher interest rates and higher Treasury yields and increase the costs of all debt generally. The value of U.S. government obligations may be adversely affected by changes in interest rates. It
        is possible that the issuers of some U.S. government securities will not have the funds to timely meet their payment obligations in the future and there is a risk of default. For certain agency and GSE issued securities, there is no guarantee the
        U.S. government will support the agency or GSE if it is unable to meet its obligations. See &#8220;Risks&#8212;U.S. Government Securities Risk.&#8221;</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;"><font style="font-style: italic;">UK Departure from EU (&#8220;Brexit&#8221;) Risk.&#160;</font>On January 31, 2020, the United Kingdom officially withdrew from the European Union (&#8220;EU&#8221;) and the
        two sides entered into a transition period, during which period EU law continued to apply in the UK. The transition period ended on December 31, 2020. On December 30, 2020, the UK and the EU signed an agreement on the terms governing certain
        aspects of the EU&#8217;s and the United Kingdom&#8217;s relationship following the end of the transition period, the EU-UK Trade and Cooperation Agreement (the &#8220;TCA&#8221;). Notwithstanding the TCA, there is likely to be considerable uncertainty as to the United
        Kingdom&#8217;s post-transition framework, and in particular as to the arrangements which will apply to the UK&#8217;s relationships with the EU and with other countries, which is likely to continue to develop and could result in increased volatility and
        illiquidity and potentially lower economic growth. The political divisions surrounding Brexit within the United Kingdom, as well as those between the UK and the EU, may also have a destabilizing impact on the economy and currency of the United
        Kingdom and the EU. Any further exits from member states of the EU, or the possibility of such exits, would likely cause additional market disruption globally and introduce new legal and regulatory uncertainties.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; text-align: center;">54</div>
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      <div> <br>
      </div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;">In addition to the effects on the Fund&#8217;s investments in European issuers, the unavoidable uncertainties and events related to Brexit could negatively affect the value and
        liquidity of the Fund&#8217;s other investments, increase taxes and costs of business and cause volatility in currency exchange rates and interest rates. Brexit could adversely affect the performance of contracts in existence at the date of Brexit and
        European, UK or worldwide political, regulatory, economic or market conditions and could contribute to instability in political institutions, regulatory agencies and financial markets. Brexit could also lead to legal uncertainty and politically
        divergent national laws and regulations as a new relationship between the UK and EU is defined and as the UK determines which EU laws to replace or replicate. In addition, Brexit could lead to further disintegration of the EU and related political
        stresses (including those related to sentiment against cross border capital movements and activities of investors like the Fund), prejudice to financial services businesses that are conducting business in the EU and which are based in the UK, legal
        uncertainty regarding achievement of compliance with applicable financial and commercial laws and regulations in view of the expected steps to be taken pursuant to or in contemplation of Brexit. Any of these effects of Brexit, and others that
        cannot be anticipated, could adversely affect the Fund&#8217;s business, results of operations and financial condition. See &#8220;Risks&#8212;UK Departure from EU (&#8220;Brexit&#8221;) Risk.&#8221;</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;"><font style="font-style: italic;">Redenomination Risk.&#160;</font>The result of Brexit, the progression of the European debt crisis and the possibility of one or more Eurozone
        countries exiting the European Monetary Union (&#8220;EMU&#8221;), or even the collapse of the euro as a common currency, has in recent years created significant volatility in currency and financial markets generally. The effects of the collapse of the euro,
        or of the exit of one or more countries from the EMU, on the U.S. and global economies and securities markets are impossible to predict and any such events could have a significant adverse impact on the value and risk profile of the Fund&#8217;s
        portfolio. Any partial or complete dissolution of the EMU could have significant adverse effects on currency and financial markets, and on the values of the Fund&#8217;s portfolio investments. If one or more EMU countries were to stop using the euro as
        its primary currency, the Fund&#8217;s investments in such countries may be redenominated into a different or newly adopted currency. As a result, the value of those investments could decline significantly and unpredictably. In addition, securities or
        other investments that are redenominated may be subject to foreign currency risk, liquidity risk and valuation risk to a greater extent than similar investments currently denominated in euros. To the extent a currency used for redenomination
        purposes is not specified in respect of certain EMU-related investments, or should the euro cease to be used entirely, the currency in which such investments are denominated may be unclear, making such investments particularly difficult to value or
        dispose of. The Fund may incur additional expenses to the extent it is required to seek judicial or other clarification of the denomination or value of such securities. See &#8220;Risks&#8212;Redenomination Risk.&#8221;</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; text-align: center;">55</div>
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      <div><br>
      </div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 144pt;"><font style="font-style: italic;">Legislation and Regulation Risk.&#160;</font>At any time after the date hereof, U.S. and non-U.S. governmental agencies and other regulators may
        implement additional regulations and legislators may pass new laws that affect the investments held by the Fund, the strategies used by the Fund or the level of regulation or taxation applying to the Fund (such as regulations related to investments
        in derivatives and other transactions). These regulations and laws may impact the investment strategies, performance, costs and operations of the Fund, as well as the way investments in, and shareholders of, the Fund are taxed. See
        &#8220;Risks&#8212;Legislation and Regulation Risk.&#8221;</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 144pt;"><font style="font-style: italic;">LIBOR Replacement Risk.&#160;</font>The terms of many investments, financings or other transactions in the U.S. and globally have been historically
        tied to interbank reference rates (referred to collectively as the &#8220;London Interbank Offered Rate&#8221; or &#8220;LIBOR&#8221;), which function as a reference rate or benchmark for such investments, financings or other transactions. LIBOR may be a significant
        factor in determining payment obligations under derivatives transactions, the cost of financing of Fund investments or the value or return on certain other Fund investments. As a result, LIBOR may be relevant to, and directly affect, the Fund&#8217;s
        performance.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 144pt;">On July 27, 2017, the Chief Executive of the Financial Conduct Authority (&#8220;FCA&#8221;), the United Kingdom&#8217;s financial regulatory body and regulator of LIBOR, announced that after 2021
        it will cease its active encouragement of banks to provide the quotations needed to sustain LIBOR due to the absence of an active market for interbank unsecured lending and other reasons. On March 5, 2021, the FCA and the LIBOR administrator
        announced that most tenors and settings of LIBOR will be officially discontinued on December 31, 2021 and the most widely used U.S. dollar LIBOR tenors will be discontinued on June 30, 2023 and that such LIBOR rates will no longer be sufficiently
        robust to be representative of their underlying markets around that time. Various financial industry groups have begun planning for that transition and certain regulators and industry groups have taken actions to establish alternative reference
        rates (e.g., the Secured Overnight Financing Rate, which measures the cost of overnight borrowings through repurchase agreement transactions collateralized with U.S. Treasury securities and is intended to replace U.S. dollar LIBOR with certain
        adjustments). However, there are challenges to converting contracts and transactions to a new benchmark and neither the full effects of the transition process nor its ultimate outcome is known.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 144pt;">The transition process might lead to increased volatility and illiquidity in markets for instruments with terms tied to LIBOR. It could also lead to a reduction in the interest
        rates on, and the value of, some LIBOR-based investments and reduce the effectiveness of hedges mitigating risk in connection with LIBOR-based investments. Although some LIBOR-based instruments may contemplate a scenario where LIBOR is no longer
        available by providing for an alternative rate-setting methodology or increased costs for certain LIBOR-related instruments</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; text-align: center;">56</div>
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      </div>
      <br>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 144pt;">or financing transactions, others may not have such provisions and there may be significant uncertainty regarding the effectiveness of any such alternative methodologies.
        Instruments that include robust fallback provisions to facilitate the transition from LIBOR to an alternative reference rate may also include adjustments that do not adequately compensate the holder for the different characteristics of the
        alternative reference rate. The result may be that the fallback provision results in a value transfer from one party to the instrument to the counterparty. Additionally, because such provisions may differ across instruments (e.g., hedges versus
        cash positions hedged), LIBOR&#8217;s cessation may give rise to basis risk and render hedges less effective. As the usefulness of LIBOR as a benchmark could deteriorate during the transition period, these effects and related adverse conditions could
        occur prior to the end of some LIBOR tenors in 2021 or the remaining LIBOR tenors in mid-2023. There also remains uncertainty and risk regarding the willingness and ability of issuers to include enhanced provisions in new and existing contracts or
        instruments. The effect of any changes to, or discontinuation of, LIBOR on the Fund will vary depending, among other things, on (1) existing fallback or termination provisions in individual contracts and the possible renegotiation of existing
        contracts and (2) whether, how, and when industry participants develop and adopt new reference rates and fallbacks for both legacy and new products and instruments. Fund investments may also be tied to other interbank offered rates and currencies,
        which also will face similar issues. In many cases, in the event that an instrument falls back to an alternative reference rate, including the Secured Overnight Financing Rate (&#8220;SOFR&#8221;), the alternative reference rate will not perform the same as
        LIBOR because the alternative reference rates do not include a credit sensitive component in the calculation of the rate. The alternative reference rates are generally secured by U.S. treasury securities and will reflect the performance of the
        market for U.S. treasury securities and not the inter-bank lending markets. In the event of a credit crisis, floating rate instruments using alternative reference rates could therefore perform differently than those instruments using a rate indexed
        to the inter-bank lending market.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 144pt;">The state of New York recently adopted legislation that would require LIBOR-based contracts that do not include a fallback to a rate other than LIBOR or an inter-bank quotation
        poll to use a SOFR-based rate plus a spread adjustment. Pending legislation in the U.S. Congress may also affect the transition of LIBOR-based instruments as well by permitting trustees and calculation agents to transition instruments with no LIBOR
        transition language to an alternative reference rate selected by such agents. The New York statute and the federal legislative proposal includes safe harbors from liability, which may limit the recourse the Fund may have if the alternative
        reference rate does not fully compensate the Fund for the transition of an instrument from LIBOR. If enacted, the federal legislation may also preempt the New York statute, which may create uncertainty to the extent a party</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; text-align: center;">57</div>
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      </div>
      <br>
      <br>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;">has sought to rely on the New York statute to select a replacement benchmark rate.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;">These developments could negatively affect financial markets in general and present heightened risks, including with respect to the Fund&#8217;s investments. As a result of this
        uncertainty and developments relating to the transition process, the Fund and its investments may be adversely affected. See &#8220;Risks&#8212;LIBOR Replacement Risk.&#8221;</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;"><font style="font-style: italic;">Recent Market Developments Risk.&#160;</font>Periods of market volatility remain, and may continue to occur in the future, in response to various
        political, social, economic and public health events both within and outside of the United States. These conditions have resulted in, and in many cases continue to result in, greater price volatility, less liquidity, widening credit spreads and a
        lack of price transparency, with certain securities remaining illiquid and of uncertain value. Such market conditions may adversely affect the Fund, including by making valuation of some of the Fund&#8217;s securities uncertain and/or result in sudden
        and significant valuation increases or declines in the Fund&#8217;s holdings. If there is a significant decline in the value of the Fund&#8217;s portfolio, this may impact the asset coverage levels for the Fund&#8217;s outstanding leverage.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;">Risks resulting from any future debt or other economic or public health crisis could also have a detrimental impact on the global economic recovery, the financial condition of
        financial institutions and the Fund&#8217;s business, financial condition and results of operation. Market and economic disruptions have affected, and may in the future affect, consumer confidence levels and spending, personal bankruptcy rates, levels of
        incurrence and default on consumer debt and home prices, among other factors. To the extent uncertainty regarding the U.S. or global economy negatively impacts consumer confidence and consumer credit factors, the Fund&#8217;s business, financial
        condition and results of operations could be significantly and adversely affected. Downgrades to the credit ratings of major banks could result in increased borrowing costs for such banks and negatively affect the broader economy. Moreover, Federal
        Reserve policy, including with respect to certain interest rates, may also adversely affect the value, volatility and liquidity of dividend- and interest-paying securities. Market volatility, rising interest rates and/or unfavorable economic
        conditions could impair the Fund&#8217;s ability to achieve its investment objective.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;">The outbreak of COVID-19 and the current recovery underway has caused disruption to consumer demand and economic output and supply chains. There are still travel restrictions and
        quarantines, and adverse impacts on local and global economies. As with other serious economic disruptions, governmental authorities and regulators have in the past responded (and may in the future respond to similar crises) to this crisis with
        significant fiscal and monetary policy changes, including by providing direct capital infusions into companies, introducing new monetary programs and considerably lowering interest rates, which, in some cases resulted in negative interest rates</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; text-align: center;">58</div>
      <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
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      </div>
      <br>
      <br>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;">and higher inflation. These actions, including their possible unexpected or sudden reversal or potential ineffectiveness, could further increase volatility in securities and
        other financial markets, reduce market liquidity, continue to cause higher inflation, heighten investor uncertainty and adversely affect the value of the Fund&#8217;s investments and the performance of the Fund. See &#8220;Risks&#8212;Recent Market Developments
        Risk.&#8221;</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;"><font style="font-style: italic;">Increasing Government and other Public Debt Risk.&#160;</font>Government and other public debt can be adversely affected by large and sudden changes
        in local and global economic conditions that result in increased debt levels. Although high levels of government and other public debt do not necessarily indicate or cause economic problems, high levels of debt may create certain systemic risks if
        sound debt management practices are not implemented. A high debt level may increase market pressures to meet an issuer&#8217;s funding needs, which may increase borrowing costs and cause a government or public entity to issue additional debt, thereby
        increasing the risk of refinancing. A high debt level also raises concerns that the issuer may be unable or unwilling to repay the principal or interest on its debt, which may adversely impact instruments held by the Fund that rely on such
        payments. Extraordinary governmental and quasigovernmental responses to the current economic, market, labor and public health conditions are significantly increasing government and other public debt, which heighten these risks and the long-term
        consequences of these actions are not known. Unsustainable debt levels can decline the valuation of currencies and can prevent a government from implementing effective counter-cyclical fiscal policy during economic downturns or can lead to
        increases in inflation or generate or contribute to an economic downturn. See &#8220;Risks&#8212;Increasing Government and other Public Debt Risk.&#8221;</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;"><font style="font-style: italic;">When-Issued and Delayed Delivery Transactions Risk.&#160;</font>Securities purchased on a when-issued or delayed delivery basis may expose the Fund
        to counterparty risk of default as well as the risk that securities may experience fluctuations in value prior to their actual delivery. The Fund generally will not accrue income with respect to a when-issued or delayed delivery security prior to
        its stated delivery date.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;">Purchasing securities on a when-issued or delayed delivery basis can involve the additional risk that the price or yield available in the market when the delivery takes place may
        not be as favorable as that obtained in the transaction itself. See &#8220;Risks&#8212;When-Issued and Delayed Delivery Transactions Risk.&#8221;</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;"><font style="font-style: italic;">Short Sales Risk.&#160;</font>The Fund may make short sales of securities. Short selling a security involves selling a borrowed security with the
        expectation that the value of that security will decline, so that the security may be purchased at a lower price when returning the borrowed security. If the price of the security sold short increases between the time of the short sale and the time
        the Fund replaces the borrowed security, the Fund will incur a loss; conversely, if the price declines, the Fund will realize a capital gain. Any gain will be</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; text-align: center;">59</div>
      <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
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      </div>
      <br>
      <div> <br>
        <br>
      </div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 144pt;">decreased, and any loss will be increased, by the transaction costs incurred by the Fund, including the costs associated with providing collateral to the broker-dealer (usually
        cash and liquid securities) and the maintenance of collateral with its custodian. Although the Fund&#8217;s gain is limited to the price at which it sold the security short, its potential loss is theoretically unlimited and is greater than a direct
        investment in the security itself because the price of the borrowed or reference security may rise. The Fund may not always be able to close out a short position at a particular time or at an acceptable price. A lender may request that borrowed
        securities be returned to it on short notice, and the Fund may have to buy the borrowed securities at an unfavorable price, resulting in a loss. The Fund may have to pay a premium to borrow the securities and must pay any dividends or interest
        payable on the securities until they are replaced, which will be expenses of the Fund. Short sales also subject the Fund to risks related to the lender (such as bankruptcy risks) or the general risk that the lender does not comply with its
        obligations. Government actions also may affect the Fund&#8217;s ability to engage in short selling. The use of physical short sales is typically more expensive than gaining short exposure through derivatives. See &#8220;Risks&#8212;Short Sales Risk.&#8221;</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 144pt;"><font style="font-style: italic;">Repurchase Agreement Risk.&#160;</font>In the event of the insolvency of the counterparty to a repurchase agreement, recovery of the repurchase price
        owed to the Fund may be delayed. Such an insolvency may result in a loss to the extent that the value of the purchased securities or other assets decreases during the delay or that value has otherwise not been maintained at an amount equal to the
        repurchase price. The credit, liquidity and other risks associated with repurchase agreements are magnified to the extent a repurchase agreement is secured by collateral other than cash, government securities or liquid securities or instruments
        issued by an issuer that has an exceptionally strong credit quality. The Fund may accept a wide variety of underlying securities as collateral for repurchase agreements entered into by the Fund. See &#8220;Risks&#8212;Repurchase Agreement Risk.&#8221;</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 144pt;"><font style="font-style: italic;">Securities Lending Risk.&#160;</font>The Fund may lend its portfolio securities to banks or dealers which meet the creditworthiness standards
        established by the Board. Securities lending is subject to the risk that loaned securities may not be available to the Fund on a timely basis and the Fund may therefore lose the opportunity to sell the securities at a desirable price. Any loss in
        the market price of securities loaned by the Fund that occurs during the term of the loan would be borne by the Fund and would adversely affect the Fund&#8217;s performance. Also, there may be delays in recovery, or no recovery, of securities loaned or
        even a loss of rights in the collateral should the borrower of the securities fail financially while the loan is outstanding. See &#8220;Risks&#8212;Securities Lending Risk.&#8221;</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 144pt;"><font style="font-style: italic;">Risk of Failure to Qualify as a RIC.&#160;</font>To qualify for the favorable U.S. federal income tax treatment generally accorded to regulated
        investment companies (&#8220;RICs&#8221;), the Fund must, among other things, derive in each taxable year at least 90% of its gross income from</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; text-align: center;">60</div>
      <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
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      </div>
      <br>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;">certain prescribed sources, meet certain asset diversification tests and distribute for each taxable year at least 90% of its &#8220;investment company taxable income&#8221; (generally,
        ordinary income plus the excess, if any, of net short-term capital gain over net long-term capital loss). If for any taxable year the Fund does not qualify as a RIC, all of its taxable income for that year (including its net capital gain) would be
        subject to tax at regular corporate rates without any deduction for distributions to shareholders, and such distributions would be taxable as ordinary dividends to the extent of the Fund&#8217;s current and accumulated earnings and profits. See
        &#8220;Risks&#8212;Risk of Failure to Qualify as a RIC.&#8221;</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;"><font style="font-style: italic;">Conflicts of Interest Risk.&#160;</font>Guggenheim Partners is a global asset management and investment advisory organization. Guggenheim Partners
        and its affiliates advise clients in various markets and transactions and purchase, sell, hold and recommend a broad array of investments for their own accounts and the accounts of clients and of their personnel and the relationships and products
        they sponsor, manage and advise. Accordingly, Guggenheim Partners and its affiliates may have direct and indirect interests in a variety of global markets and the securities of issuers in which the Fund may directly or indirectly invest. These
        interests may cause the Fund to be subject to regulatory limits, and in certain circumstances, these various activities may prevent the Fund from participating in an investment decision.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;">An investment in the Fund is subject to a number of actual or potential conflicts of interest. For example, the Adviser and its affiliates are engaged in a variety of business
        activities that are unrelated to managing the Fund, which may give rise to actual, potential or perceived conflicts of interest in connection with making investment decisions for the Fund. As a result, activities and dealings of Guggenheim Partners
        and its affiliates may affect the Fund in ways that may disadvantage or restrict the Fund or be deemed to benefit Guggenheim Partners and its affiliates. From time to time, conflicts of interest may arise between a portfolio manager&#8217;s management of
        the investments of the Fund on the one hand and the management of other registered investment companies, pooled investment vehicles and other accounts (collectively, &#8220;other accounts&#8221;) on the other. The other accounts might have similar investment
        objectives or strategies as the Fund or otherwise hold, purchase, or sell securities that are eligible to be held, purchased or sold by the Fund. In certain circumstances, and subject to its fiduciary obligations under the Investment Advisers Act
        of 1940 (the &#8220;Advisers Act&#8221;) and the requirements of the 1940 Act, the Sub-Adviser may have to allocate a limited investment opportunity among its clients. The other accounts might also have different investment objectives or strategies than the
        Fund. In addition, the Fund may be limited in its ability to invest in, or hold securities of, any companies that the Investment Adviser or its affiliates (or other accounts managed by the Investment Adviser or its affiliates) control, or companies
        in which the Investment Adviser or its affiliates have interests or with whom they do business. For example, affiliates of the Investment Adviser may act as underwriter, lead agent or</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; text-align: center;">61</div>
      <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
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      </div>
      <br>
      <br>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;">administrative agent for loans or otherwise participate in the market for loans. Because of limitations imposed by applicable law, the presence of the Investment Adviser&#8217;s
        affiliates in the markets for loans may restrict the Fund&#8217;s ability to acquire some loans or affect the timing or price of such acquisitions. To address these conflicts, the Fund and Guggenheim Partners and its affiliates have established various
        policies and procedures that are reasonably designed to detect and prevent such conflicts and prevent the Fund from being disadvantaged.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;">There can be no guarantee that these policies and procedures will be successful in every instance. For additional information about potential conflicts of interest, and the way
        in which the Adviser and its affiliates address such conflicts, please see &#8220;Management of the Fund&#8212;Information Regarding Potential Conflicts of Interest&#8221; in the SAI. See &#8220;Risks&#8212;Conflicts of Interest Risk.&#8221;</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;"><font style="font-style: italic;">Market Disruption and Geopolitical Risk.&#160;</font>The Fund does not know and cannot predict how long the securities markets may be affected by
        geopolitical events and the effects of these and similar events in the future on the U.S. economy and securities markets. The Fund may be adversely affected by abrogation of international agreements and national laws which have created the market
        instruments in which the Fund may invest, failure of the designated national and international authorities to enforce compliance with the same laws and agreements, failure of local, national and international organization to carry out their duties
        prescribed to them under the relevant agreements, revisions of these laws and agreements which dilute their effectiveness or conflicting interpretation of provisions of the same laws and agreements. The Fund may be adversely affected by
        uncertainties such as terrorism, international political developments, and changes in government policies, taxation, restrictions on foreign investment and currency repatriation, currency fluctuations and other developments in the laws and
        regulations of the countries in which it is invested and the risks associated with financial, economic, public health, labor and other global market developments and disruptions. See &#8220;Risks&#8212;Market Disruption and Geopolitical Risk.&#8221;</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;"><font style="font-style: italic;">Cyber Security, Market Disruptions and Operational Risk.&#160;</font>Like other funds and other parts of the modern economy, the Fund and its service
        providers, as well as exchanges and market participants through or with which the Fund trades and exchanges on which its shares trade and other infrastructures and services on which the Fund, the Investment Adviser, the Sub-Adviser or the Fund&#8217;s
        other service providers rely, are susceptible to ongoing risks related to cyber incidents and the risks associated with financial, economic, public health, labor and other global market developments and disruptions. Cyber incidents, which can be
        perpetrated by a variety of means, may result in actual or potential adverse consequences for critical information and communications technology, systems and networks that are vital to the operations of the Fund, the Investment Adviser, the
        Sub-Adviser or the Fund&#8217;s other service providers. A cyber incident or</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; text-align: center;">62</div>
      <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
        <div id="DSPFPageBreak" style="page-break-after: always;">
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      </div>
      <div style="font-size: 14pt;">&#160;</div>
      <div><br>
        <table cellspacing="0" cellpadding="0" border="0" id="z59c3d6d503274ba38d7178ee72bfdc6b" style="font-family: 'Times New Roman'; font-size: 10pt; color: #000000; width: 100%;">

            <tr>
              <td style="width: 18%;">
                <div>&#160;</div>
              </td>
              <td style="width: 82%;">
                <div>sudden market disruption could adversely impact the Fund, the Investment Adviser, the Sub-Adviser or the Fund&#8217;s other service providers or the Fund&#8217;s shareholders by, among other things, interfering with the processing of shareholder
                  transactions or other operational functionality, impacting the Fund&#8217;s ability to calculate its NAV or other data, causing the release of private or confidential information, impeding trading, causing reputational damage, and subjecting
                  the Fund to fines, penalties or financial losses or otherwise adversely affecting the operations, systems and activities of the Fund, the Investment Adviser, the Sub-Adviser or the Fund&#8217;s other service providers and market intermediaries.
                  These types of adverse consequences could also result from other operational disruptions or failures arising from, for example, processing errors, human errors, and other technological issues. In each case, the Fund&#8217;s ability to calculate
                  its NAV correctly, in a timely manner or process trades or Fund transactions may be adversely affected, including over a potentially extended period. The Fund, the Investment Adviser, the Sub-Adviser or the Fund&#8217;s other service providers
                  may directly bear these risks and related costs. The Fund, the Investment Adviser, the Sub-Adviser and the Fund&#8217;s other service providers are continuing to experience the impacts of quarantines and similar measures being enacted by
                  governments in response to COVID-19, which have obstructed the regular functioning of business workforces (including requiring employees to work from external locations and their homes). Accordingly, the risks described above are
                  heightened under current conditions. See &#8220;Risks&#8212;Cyber Security, Market Disruptions and Operational Risk.&#8221;</div>
                <div> <br>
                </div>
              </td>
            </tr>
            <tr>
              <td style="width: 18%; text-align: left; vertical-align: top;">
                <div style="font-weight: bold;">Anti-Takeover Provisions in the Fund&#8217;s Governing Documents</div>
              </td>
              <td style="width: 82%;">
                <div>The Agreement and Declaration of Trust and By-Laws (collectively, the &#8220;Governing Documents&#8221;) include provisions that could limit the ability of other entities or persons to acquire control of the Fund or convert the Fund to an open-end
                  fund. These provisions could have the effect of depriving the Common Shareholders of opportunities to sell their Common Shares at a premium over the then-current market price of the Common Shares. See &#8220;Anti-Takeover and Other Provisions
                  in the Fund&#8217;s Governing Documents&#8221; and &#8220;Risks&#8212;Anti-Takeover Provisions Risk.&#8221;</div>
              </td>
            </tr>
            <tr>
              <td style="width: 18%; text-align: left; vertical-align: top;">
                <div style="font-weight: bold;"> <br>
                </div>
                <div style="font-weight: bold;">Administrator, Custodian, Transfer Agent and Dividend Disbursing Agent</div>
              </td>
              <td style="width: 82%; text-align: left; vertical-align: top;">
                <div>
                  <div style="margin-top: 12pt; margin-bottom: 12pt;">The Bank of New York Mellon serves as the custodian of the Fund&#8217;s assets pursuant to a custody agreement. Under the custody agreement, the custodian holds the Fund&#8217;s assets in compliance
                    with the 1940 Act. For its services, the custodian will receive a monthly fee based upon, among other things, the average value of the total assets of the Fund, plus certain charges for securities transactions.</div>
                  <div style="margin-top: 12pt; margin-bottom: 12pt;">Computershare Trust Company, N.A. serves as the Fund&#8217;s dividend disbursing agent, transfer agent and registrar with respect to the Common Shares, and Computershare Trust Company, N.A.
                    serves as</div>
                </div>
              </td>
            </tr>

        </table>
        <br>
      </div>
      <div style="text-align: center;">63 </div>
      <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
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      </div>
      <br>
      <div><br>
      </div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;">agent under the Fund&#8217;s Dividend Reinvestment Plan (the &#8220;Plan Agent&#8221;).</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 153pt;">MUFG Investor Services (US) LLC (&#8220;MUFG&#8221;) serves as the Fund&#8217;s administrator. Pursuant to an administration agreement with the Fund, MUFG provides certain administrative,
        bookkeeping and accounting services to the Fund. MUFG also provides certain fund accounting services to the Fund pursuant to a fund accounting agreement.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; text-align: center;">64</div>
      <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
        <div id="DSPFPageBreak" style="page-break-after: always;">
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      </div>
      <br>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">SUMMARY OF FUND EXPENSES</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The following table contains information about the costs and expenses that Common Shareholders will bear directly or indirectly. The expenses
          shown in the table under &#8220;Estimated Annual Expenses&#8221; are based on estimated amounts for the Fund&#8217;s first full year of operations and assume that the Fund issues 12,500,000 Common Shares (representing an aggregate public offering price of
          $250,000,000) and incurs leverage representing approximately 25% of its Managed Assets. The purpose of the table and the example below is to help you understand the fees and expenses that you, as a Common Shareholder, would bear directly or
          indirectly. The following table should not be considered a representation of the Fund&#8217;s 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 Fund issues fewer than 12,500,000 Common Shares. The following table shows estimated Fund expenses as a percentage of average net assets attributable to Common Shares, and not as a percentage of Managed Assets. See
          &#8220;Management of the Fund.&#8221;</font></div>
      <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; border-collapse: collapse; text-align: left; color: rgb(0, 0, 0);" id="za629f93645204aa1ab3883900259d1d1">

          <tr>
            <td style="width: 80.79%; vertical-align: bottom;">
              <div style="font-weight: bold;">Shareholder Transaction Expenses</div>
            </td>
            <td style="width: 19.21%; vertical-align: bottom;">
              <div>&#160;</div>
            </td>
          </tr>
          <tr>
            <td style="width: 80.79%; vertical-align: bottom; background-color: rgb(204, 238, 255);">
              <div style="text-indent: 9pt;">Sales load (as a percentage of offering price)<sup style="vertical-align: text-top; line-height: 1; font-size: smaller;">(1)</sup></div>
            </td>
            <td style="width: 19.21%; vertical-align: bottom; background-color: rgb(204, 238, 255);">
              <div style="text-align: right;">None</div>
            </td>
          </tr>
          <tr>
            <td style="width: 80.79%; vertical-align: bottom;">
              <div style="text-indent: 9pt;">Offering expenses borne by the Fund (as a percentage of offering price)<sup style="vertical-align: text-top; line-height: 1; font-size: smaller;">(2)</sup></div>
            </td>
            <td style="width: 19.21%; vertical-align: bottom;">
              <div style="text-align: right;">None</div>
            </td>
          </tr>
          <tr>
            <td style="width: 80.79%; vertical-align: bottom; background-color: rgb(204, 238, 255);">
              <div style="text-indent: 9pt;">Dividend Reinvestment Plan fees<sup style="vertical-align: text-top; line-height: 1; font-size: smaller;">(3)</sup></div>
            </td>
            <td style="width: 19.21%; vertical-align: bottom; background-color: rgb(204, 238, 255);">
              <div style="text-align: right;">None</div>
            </td>
          </tr>

      </table>
      <div style="font-size: 14pt;">&#160;</div>
      <table cellspacing="0" cellpadding="0" border="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; border-collapse: collapse; text-align: left; color: rgb(0, 0, 0);" id="zd0c3ac46795c42afbb0cc7b653b5b961">

          <tr>
            <td style="width: 85%; vertical-align: bottom;">
              <div>&#160;</div>
            </td>
            <td style="width: 15%; vertical-align: bottom;">
              <div style="text-align: center; font-weight: bold;">Percentage of</div>
            </td>
          </tr>
          <tr>
            <td style="width: 85%; vertical-align: bottom;">
              <div>&#160;</div>
            </td>
            <td style="width: 15%; vertical-align: bottom;">
              <div style="text-align: center; font-weight: bold;">Average Net Assets</div>
            </td>
          </tr>
          <tr>
            <td style="width: 85%; vertical-align: bottom;">
              <div style="font-weight: bold;">Estimated Annual Expenses</div>
            </td>
            <td style="width: 15%; vertical-align: bottom; border-bottom: 2px solid rgb(0, 0, 0);">
              <div style="text-align: center; font-weight: bold;">Attributable to Common Shares</div>
            </td>
          </tr>
          <tr>
            <td colspan="2" style="vertical-align: middle;">
              <div>&#160;</div>
            </td>
          </tr>
          <tr>
            <td style="width: 85%; vertical-align: bottom; background-color: rgb(204, 238, 255);">
              <div>Management fee<sup style="vertical-align: text-top; line-height: 1; font-size: smaller;">(4)</sup></div>
            </td>
            <td style="width: 15%; vertical-align: bottom; background-color: rgb(204, 238, 255);">
              <div style="text-align: right;">1.67%</div>
            </td>
          </tr>
          <tr>
            <td style="width: 85%; vertical-align: bottom;">
              <div>Interest expense<sup style="vertical-align: text-top; line-height: 1; font-size: smaller;">(5)</sup></div>
            </td>
            <td style="width: 15%; vertical-align: bottom;">
              <div style="text-align: right;">0.22%</div>
            </td>
          </tr>
          <tr>
            <td style="width: 85%; vertical-align: bottom; background-color: rgb(204, 238, 255);">
              <div>Other expenses<sup style="vertical-align: text-top; line-height: 1; font-size: smaller;">(6)</sup></div>
            </td>
            <td style="width: 15%; vertical-align: bottom; background-color: rgb(204, 238, 255);">
              <div style="text-align: right;">0.32%</div>
            </td>
          </tr>
          <tr>
            <td style="width: 85%; vertical-align: bottom;">
              <div>Acquired fund fees and expenses<sup style="vertical-align: text-top; line-height: 1; font-size: smaller;">(7)</sup></div>
            </td>
            <td style="width: 15%; vertical-align: bottom; border-bottom: 2px solid rgb(0, 0, 0);">
              <div style="text-align: right;">0.01%</div>
            </td>
          </tr>
          <tr>
            <td style="width: 85%; vertical-align: bottom; background-color: rgb(204, 238, 255);">
              <div>Total annual expenses</div>
            </td>
            <td style="width: 15%; vertical-align: bottom; border-bottom: 4px double rgb(0, 0, 0); background-color: rgb(204, 238, 255);">
              <div style="text-align: right;">2.22%</div>
            </td>
          </tr>

      </table>
      <div style="font-size: 14pt;">&#160;</div>
      <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; border-collapse: collapse; text-align: left; color: rgb(0, 0, 0);" id="z6d93eecbe4924a09b3717d4715bcd690">

          <tr>
            <td nowrap="nowrap" style="width: 5.38%; vertical-align: top;">
              <div>(1)&#160; &#160; &#160;</div>
            </td>
            <td style="width: 94.62%; vertical-align: middle;">
              <div>The Investment Adviser (and not the Fund) has agreed to pay, from its own assets, compensation of $0.60 per Common Share to the Underwriters in connection with this offering. The Fund is not obligated to repay such compensation paid by
                the Investment Adviser.</div>
            </td>
          </tr>
          <tr>
            <td nowrap="nowrap" style="width: 5.38%; vertical-align: top;">
              <div>(2)&#160; &#160; &#160;</div>
            </td>
            <td style="width: 94.62%; vertical-align: middle;">
              <div>The Investment Adviser has agreed to pay all organizational expenses of the Fund and all offering costs associated with this offering. The Fund is not obligated to repay any such organizational expenses or offering costs paid by the
                Investment Adviser.</div>
            </td>
          </tr>
          <tr>
            <td nowrap="nowrap" style="width: 5.38%; vertical-align: top;">
              <div>(3)&#160; &#160; &#160;</div>
            </td>
            <td style="width: 94.62%; vertical-align: middle;">
              <div>You will pay brokerage charges if you direct the Plan Agent to sell your Common Shares held in a dividend reinvestment account. See &#8220;Dividend Reinvestment Plan.&#8221;</div>
            </td>
          </tr>
          <tr>
            <td nowrap="nowrap" style="width: 5.38%; vertical-align: top;">
              <div>(4)&#160; &#160; &#160;</div>
            </td>
            <td style="width: 94.62%; vertical-align: middle;">
              <div>The Fund is expected to pay an investment advisory fee to the Investment Adviser in an annual amount equal to 1.25% of the Fund&#8217;s average daily Managed Assets. The fee shown above assumes the Fund&#8217;s use of Financial Leverage in an amount
                equal to 25% of the Fund&#8217;s Managed Assets.</div>
            </td>
          </tr>
          <tr>
            <td nowrap="nowrap" style="width: 5.38%; vertical-align: top;">
              <div>(5)&#160; &#160; &#160;</div>
            </td>
            <td style="width: 94.62%; vertical-align: middle;">
              <div>Assumes the Fund uses Financial Leverage in an amount equal to 25% of the Fund&#8217;s Managed Assets at an annual interest rate cost to the Fund of 0.65%. The Fund is expected to enter into a committed facility agreement. The cost of
                Financial Leverage, including the portion of the investment advisory fee attributable to the assets purchased with the proceeds of Financial Leverage, is borne by Common Shareholders. The actual amount of interest payments on borrowed funds
                and interest expense on reverse repurchase agreements borne by the Fund will vary over time in accordance with the level of the Fund&#8217;s use of Borrowings and reverse repurchase agreements and variations in market interest rates.</div>
            </td>
          </tr>
          <tr>
            <td nowrap="nowrap" style="width: 5.38%; vertical-align: top;">
              <div>(6)&#160; &#160; &#160;</div>
            </td>
            <td style="width: 94.62%; vertical-align: middle;">
              <div>Other Expenses are estimated for the current fiscal year. Assumes the use of Financial Leverage representing 25% of the Fund&#8217;s Managed Assets. The Fund intends to enter into a credit facility within twelve months after the completion of
                this offering.</div>
            </td>
          </tr>
          <tr>
            <td nowrap="nowrap" style="width: 5.38%; vertical-align: top;">
              <div>(7)&#160; &#160; &#160;</div>
            </td>
            <td style="width: 94.62%; vertical-align: middle;">
              <div>Acquired fund fees and expenses are based on estimated amounts for the current fiscal year.</div>
            </td>
          </tr>

      </table>
      <div style="margin-top: 12pt; margin-bottom: 12pt; text-align: center;">65</div>
      <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
        <div id="DSPFPageBreak" style="page-break-after: always;">
          <hr noshade="noshade" style="border-width: 0px; clear: both; margin: 4px 0px; width: 100%; height: 2px; color: #000000; background-color: #000000;"></div>
      </div>
      <br>
      <br>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">Example</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">As required by relevant SEC regulations, the following Example illustrates the expenses that you would pay on a $1,000 investment in Common
          Shares, assuming (1) &#8220;Total annual expenses&#8221; of 2.22% of net assets attributable to Common Shares and (2) a 5% annual return:*</font></div>
      <table cellspacing="0" cellpadding="0" border="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; border-collapse: collapse; text-align: left; color: rgb(0, 0, 0);" id="zab282c96431347a497429d1550316163">

          <tr>
            <td style="width: 60%; vertical-align: bottom;">
              <div>&#160;</div>
            </td>
            <td style="width: 10%; vertical-align: bottom; border-bottom: 2px solid rgb(0, 0, 0);">
              <div style="text-align: center; font-weight: bold;">1 Year</div>
            </td>
            <td style="width: 10.3%; vertical-align: bottom; border-bottom: 2px solid rgb(0, 0, 0);">
              <div style="text-align: center; font-weight: bold;">3 Years</div>
            </td>
            <td style="width: 10.3%; vertical-align: bottom; border-bottom: 2px solid rgb(0, 0, 0);">
              <div style="text-align: center; font-weight: bold;">5 Years</div>
            </td>
            <td style="width: 10%; vertical-align: bottom; border-bottom: 2px solid rgb(0, 0, 0);">
              <div style="text-align: center; font-weight: bold;">10 Years</div>
            </td>
          </tr>
          <tr>
            <td style="width: 60%; vertical-align: bottom; background-color: rgb(204, 238, 255);">
              <div>Total Expenses Incurred</div>
            </td>
            <td style="width: 10%; vertical-align: bottom; background-color: rgb(204, 238, 255);">
              <div style="text-align: center;">$23</div>
            </td>
            <td style="width: 10.3%; vertical-align: bottom; background-color: rgb(204, 238, 255);">
              <div style="text-align: center;">$69</div>
            </td>
            <td style="width: 10.3%; vertical-align: bottom; background-color: rgb(204, 238, 255);">
              <div style="text-align: center;">$119</div>
            </td>
            <td style="width: 10%; vertical-align: bottom; background-color: rgb(204, 238, 255);">
              <div style="text-align: center;">$255</div>
            </td>
          </tr>

      </table>
      <div style="font-size: 14pt;">&#160;</div>
      <hr noshade="noshade" align="left" style="height: 1px; width: 10%; color: #000000; background-color: #000000; margin-left: 0px; margin-right: auto; border: none;">
      <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; border-collapse: collapse; text-align: left; color: rgb(0, 0, 0);" id="ze2f6f38b59ef4ce398ada35d795ecced">

          <tr>
            <td nowrap="nowrap" style="width: 4.58%; vertical-align: top;">
              <div>*&#160; &#160; &#160;</div>
            </td>
            <td style="width: 95.42%; vertical-align: middle;">
              <div><font style="font-weight: bold;">The Example should not be considered a representation of future expenses or returns. Actual expenses may be higher or lower than those assumed. Moreover, the Fund&#8217;s actual rate of return may be higher or
                  lower than the hypothetical 5% return shown in the Example.&#160;</font>The Example assumes that all dividends and distributions are reinvested at NAV.</div>
            </td>
          </tr>

      </table>
      <div style="margin-top: 12pt; margin-bottom: 12pt; text-align: center;">66</div>
      <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
        <div id="DSPFPageBreak" style="page-break-after: always;">
          <hr noshade="noshade" style="border-width: 0px; clear: both; margin: 4px 0px; width: 100%; height: 2px; color: #000000; background-color: #000000;"></div>
      </div>
      <div style="font-size: 14pt;">&#160;</div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">THE FUND</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Guggenheim Active Allocation Fund (the &#8220;Fund&#8221;) is a newly-organized, diversified, closed-end management investment company registered under the
          Investment Company Act of 1940, as amended (the &#8220;1940 Act&#8221;). The Fund was organized as a Delaware statutory trust on May 20, 2021, pursuant to a Certificate of Trust, and is governed by the laws of the State of Delaware. Its principal office is
          located at 227 West Monroe Street, Chicago, Illinois 60606, and its telephone number is (312) 827-0100.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Guggenheim Funds Investment Advisors, LLC (the &#8220;Investment Adviser&#8221;) serves as the Fund&#8217;s investment adviser and is responsible for the
          management of the Fund. Guggenheim Partners Investment Management, LLC (the &#8220;Sub-Adviser&#8221;) is responsible for the management of the Fund&#8217;s portfolio of securities. Each of the Investment Adviser and the Sub-Adviser is a wholly-owned subsidiary of
          Guggenheim Partners, LLC (&#8220;Guggenheim Partners&#8221;).</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Except as otherwise noted, all percentage limitations set forth in this Prospectus apply immediately after a purchase or initial investment and
          any subsequent change in any applicable percentage resulting from market fluctuations does not require any action.</font></div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">USE OF PROCEEDS</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The net proceeds of the offering of common shares of beneficial interest (the &#8220;Common Shares&#8221;) will be approximately $ ($ if the Underwriters
          exercise the over-allotment option in full). The Investment Adviser has agreed to pay all of the Fund&#8217;s organizational expenses and all offering costs associated with this offering, which amount to a total of approximately $ &#160;&#160; . The Fund is not
          obligated to repay any such organizational expenses or offering costs paid by the Investment Adviser.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Fund will invest the net proceeds of the offering in accordance with the Fund&#8217;s investment objective and policies as stated below. It is
          currently anticipated that the Fund will be able to invest substantially all of the net proceeds of an offering of Common Shares in accordance with its investment objective and policies, as stated herein, within three months after the completion
          of this offering. Pending such investment, it is anticipated that the proceeds will be invested in U.S. government securities or high quality, short-term money market securities. The Fund may also use the proceeds for working capital purposes,
          including the payment of distributions, interest and operating expenses, although the Fund currently has no intent to issue Common Shares primarily for this purpose.</font></div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">INVESTMENT OBJECTIVE AND POLICIES</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">Investment Objective</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Fund&#8217;s investment objective is to maximize total return through a combination of current income and capital appreciation. The Fund&#8217;s
          investment objective is considered non-fundamental and may be changed by the Board without the approval of Common Shareholders. The Fund will provide Common Shareholders with 60 days&#8217; prior written notice of any change in its investment
          objective. The Fund cannot ensure investors that it will achieve its investment objective.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">Investment Philosophy and Investment Process</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Fund will pursue both a tactical asset allocation strategy, dynamically allocating across asset classes, and a relative value-based
          investment strategy, utilizing quantitative and qualitative analysis to seek to identify securities with attractive relative value and risk/reward characteristics. The Sub-Adviser seeks to combine a credit-managed fixed-income portfolio with a
          diversified pool of alternative investments and equity strategies. The Fund&#8217;s investment philosophy is predicated upon the belief that thorough research and independent thought are rewarded with performance that has the potential to outperform
          standard indexes on an absolute and/or risk adjusted basis.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Sub-Adviser&#8217;s analysis of a fixed-income security&#8217;s relative value is comprised of multiple elements, including, but not limited to: (i)
          sector analysis, including regulatory developments and sector health, (ii) collateral, business, and counterparty risk, which includes payment history, collateral performance, and borrower credit profile, (iii) structural analysis, which includes
          securitization structure review and forms of credit enhancement, and (iv) stress analysis, including historical collateral performance during extreme market stress and identifying tail risks. This analysis is applied against the macroeconomic
          outlook, geopolitical issues, and considerations that more directly</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; text-align: center;">67</div>
      <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
        <div id="DSPFPageBreak" style="page-break-after: always;">
          <hr noshade="noshade" style="border-width: 0px; clear: both; margin: 4px 0px; width: 100%; height: 2px; color: #000000; background-color: #000000;"></div>
      </div>
      <br>
      <div> <br>
        <br>
      </div>
      <div style="margin-top: 12pt; margin-bottom: 12pt;">affect the company&#8217;s industry to determine the Sub-Adviser&#8217;s internal judgment as to the security&#8217;s credit quality. In addition to the process described above, the Sub-Adviser selects securities
        using a rigorous portfolio construction approach to tightly control independent risk exposures such as fixed income sector weights, sector specific yield curves, credit spreads, prepayment risks, and other risk exposures the Sub-Adviser deems
        relevant.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Within those risk constraints, the Sub-Adviser estimates the relative value of different securities to select individual securities that, in the
          Sub-Adviser&#8217;s judgment, may provide risk-adjusted outperformance.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Sub-Adviser&#8217;s process for determining optimal asset allocation weightings between asset classes utilizes models developed by its
          Macroeconomic and Investment Research Team. The Sub-Adviser&#8217;s process for determining whether to buy or sell a security is a collaborative effort between various groups including: (i) economic research, which focus on key economic themes and
          trends, regional and country-specific analysis, and assessments of event-risk and policy impacts on asset prices; (ii) the Portfolio Construction Group, which utilize proprietary portfolio construction and risk modeling tools to determine
          allocation of assets among a variety of sectors; (iii) Sector Specialists, who are responsible for identifying investment opportunities in particular sectors, including the structuring of certain securities directly with the issuers or with
          investment banks and dealers involved in the origination of such securities; and (iv) portfolio managers, who determine which securities best fit the Fund based on the Fund&#8217;s investment objective and top-down sector allocations. In managing the
          Fund, the Sub-Adviser uses a process for selecting securities for purchase and sale that is based on intensive credit research and involves extensive due diligence on each issuer, region and sector.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; text-indent: 18pt;">The Sub-Adviser generally decides which securities to sell for the Fund based on one or more of three factors:</div>
      <div>
        <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: rgb(0, 0, 0);" class="DSPFListTable" id="z086717f7112b48968062ca37ad0fe30e">

            <tr>
              <td style="width: 36pt; vertical-align: top;">
                <div style="margin-left: 18pt; font-size: 14pt;">&#8226;</div>
              </td>
              <td style="width: auto; vertical-align: top;">
                <div style="font-size: 14pt;"><font style="font-size: 10pt;">In the Sub-Adviser&#8217;s judgment, the relative value measure of the instrument no longer indicates that the</font>&#160;<font style="font-size: 10pt;">instrument is cheap relative to
                    similar instruments and a substitution of the instrument with a similar but cheaper</font>&#160;<font style="font-size: 10pt;">instrument enhances the risk-adjusted return potential of the portfolio.</font></div>
              </td>
            </tr>

        </table>
      </div>
      <div>
        <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: rgb(0, 0, 0);" class="DSPFListTable" id="zb8cb1818ca27440eb773bc3aeb85c10a">

            <tr>
              <td style="width: 36pt; vertical-align: top;">
                <div style="margin-left: 18pt; font-size: 14pt;">&#8226;</div>
              </td>
              <td style="width: auto; vertical-align: top;">
                <div style="font-size: 14pt;"><font style="font-size: 10pt;">The Sub-Adviser&#8217;s fundamental analysis suggests that the embedded credit risk in an instrument has increased</font>&#160;<font style="font-size: 10pt;">and the instrument no longer
                    properly compensates the holder for this increased risk.</font></div>
              </td>
            </tr>

        </table>
      </div>
      <div>
        <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: rgb(0, 0, 0);" class="DSPFListTable" id="z70ccf84ecc62468582a41cb6ac577206">

            <tr>
              <td style="width: 36pt; vertical-align: top;">
                <div style="margin-left: 18pt; font-size: 14pt;">&#8226;</div>
              </td>
              <td style="width: auto; vertical-align: top;">
                <div style="font-size: 14pt;"><font style="font-size: 10pt;">The Sub-Adviser&#8217;s fundamental sector allocation decisions result in the rebalancing of existing positions to</font>&#160;<font style="font-size: 10pt;">achieve the Sub-Adviser&#8217;s
                    desired sector exposures.</font></div>
              </td>
            </tr>

        </table>
      </div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">Investment Policies</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Fund will seek to achieve its investment objective by investing in a wide range of both fixed-income and other debt instruments (&#8220;Income
          Securities&#8221;) selected from a variety of sectors and credit qualities, including, but not limited to, government and agency securities, corporate bonds, loans and loan participations, structured finance investments (including residential and
          commercial mortgage-related securities, asset-backed securities, collateralized debt obligations and risk-linked securities), mezzanine and preferred securities and convertible securities. The Fund may invest in non-U.S. dollar-denominated Income
          Securities issued by sovereign entities and corporations, including Income Securities of issuers in emerging market countries. The Fund may invest in Income Securities of any credit quality, including Income Securities rated below-investment
          grade (commonly referred to as &#8220;high-yield&#8221; or &#8220;junk&#8221; bonds), which are considered speculative with respect to the issuer&#8217;s capacity to pay interest and repay principal. The Fund will not invest more than 25% of its total assets in securities,
          including structured instruments, such MBS and CMBS, rated CCC or below (or, if unrated, determined to be of comparable credit quality by the Investment Adviser) at the time of investment. For this purpose, if a security is rated by multiple
          nationally recognized statistical rating organizations (&#8220;NRSROs&#8221;) and receives different ratings, the Fund will treat the security as being rated in the highest rating category received from an NRSRO.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Fund may also invest in common stocks, limited liability company interests, trust certificates and other equity investments (&#8220;Common Equity
          Securities&#8221;) that the Sub-Adviser believes offer attractive yield and/or capital appreciation potential. The strategy may use options and other derivatives. The Fund plans to use various valuation models to determine the appropriate allocation
          amongst asset classes.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Fund will use tactical asset allocation models to determine the optimal allocation of its assets between Income Securities and Common Equity
          Securities, provided that, under normal market conditions, the Fund will not invest more than:</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; text-align: center;">68</div>
      <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
        <div id="DSPFPageBreak" style="page-break-after: always;">
          <hr noshade="noshade" style="border-width: 0px; clear: both; margin: 4px 0px; width: 100%; height: 2px; color: #000000; background-color: #000000;"></div>
      </div>
      <br>
      <div> <br>
        <br>
      </div>
      <div>
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              </td>
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                <div>50% of its total assets in Common Equity Securities;</div>
              </td>
            </tr>

        </table>
      </div>
      <div>
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                <div style="margin-left: 18pt; font-family: Symbol,serif; font-size: 14pt;">&#8226;</div>
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                <div>30% of its total assets in Investment Funds; and</div>
              </td>
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        </table>
      </div>
      <div>
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                <div style="font-size: 14pt;"><font style="font-size: 10pt;">30% of its total assets in issuers located outside the United States.</font>&#160;</div>
                <div style="font-size: 14pt;"><font style="font-size: 10pt;"> <br>
                  </font></div>
                <div style="font-size: 14pt;"><font style="font-size: 10pt;">In addition, the Fund will not invest more than:</font></div>
                <div style="font-size: 14pt;"><font style="font-size: 10pt;"> <br>
                  </font></div>
              </td>
            </tr>

        </table>
      </div>
      <div>
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                <div style="font-size: 14pt;"><font style="font-size: 10pt;">25% of its total assets in securities, including structured instruments, such as MBS and CMBS, rated CCC or</font>&#160;<font style="font-size: 10pt;">below (or, if unrated, determined
                    to be of comparable credit quality by the Sub-Adviser) at the time of</font>&#160;<font style="font-size: 10pt;">investment;</font></div>
              </td>
            </tr>

        </table>
      </div>
      <div>
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              </td>
              <td style="width: auto; vertical-align: middle;">
                <div style="font-size: 14pt;"><font style="font-size: 10pt;">15% of its total assets in securities issued by CLOs, including up to 5% of total assets in equity securities issued</font>&#160;<font style="font-size: 10pt;">by CLOs; and</font></div>
              </td>
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        </table>
      </div>
      <div>
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              <td style="width: auto; vertical-align: middle;">
                <div style="font-size: 14pt;"><font style="font-size: 10pt;">15% of its total assets in (i) direct investments in commodities and (ii) issuers engaged in energy and natural</font>&#160;<font style="font-size: 10pt;">resource businesses.</font><br>
                </div>
              </td>
            </tr>

        </table>
      </div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; text-indent: 18pt;"> The percentage of the Fund&#8217;s total assets allocated to any category of investment may at any given time be significantly less than the percentage permitted pursuant to the above
        referenced investment policies.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; text-indent: 18pt;">These policies may be changed by the Board, but no change is anticipated.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Percentage limitations described in this Prospectus are as of the time of investment by the Fund and could thereafter be exceeded as a result of
          market value fluctuations of the Fund&#8217;s portfolio.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt; font-style: italic;">Credit Quality.&#160;</font><font style="font-size: 10pt;">The Fund may invest in below-investment grade securities (e.g.,
          securities rated below Baa3 by Moody&#8217;s, below BBB- by any nationally recognized statistical rating organization) or, if unrated, determined by the Sub-Adviser to be of comparable quality. The Fund will not invest more than 25% of its total assets
          in securities rated CCC or below (or, if unrated, determined to be of comparable credit quality by the Sub-Adviser) at the time of investment. Below-investment grade securities are commonly referred to as &#8220;high-yield&#8221; or &#8220;junk&#8221; bonds and are
          considered speculative with respect to the issuer&#8217;s capacity to pay interest and repay principal. Lower grade securities may be particularly susceptible to economic downturns. It is likely that an economic recession could severely disrupt the
          market for such securities and may have an adverse effect on the value of such securities. In addition, it is likely that any such economic downturn could adversely affect the ability of the issuers of such securities to repay principal and pay
          interest thereon and increase the incidence of default for such securities.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Credit rating or credit quality of an asset or counterparty is determined at the time the position is established. The Fund is not required to
          dispose of a security if an NRSRO or the Sub-Adviser downgrades its assessment of that security. In determining whether to retain or sell a security that an NRSRO or the Sub-Adviser has downgraded, the Sub-Adviser may consider such factors as its
          assessment of the credit quality of the security, the price at which the security could be sold, and the rating, if any, assigned to the security by other ratings agencies. In the event a security is downgraded, it is possible that the value of
          the securities rated CCC or below, or if unrated are deemed to be of equivalent credit quality by the Sub-Adviser, that are held by the Fund could exceed 25% of the Fund&#8217;s total assets for an indefinite period of time. When the Sub-Adviser
          believes it to be in the best interests of the Fund&#8217;s shareholders, the Fund will reduce its investment in lower grade securities and, in certain market conditions, the Fund may invest none of its assets in lower grade securities.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Rating agencies, such as Moody&#8217;s or S&amp;P, are private services that provide ratings of the credit quality of debt obligations. Ratings
          assigned by an NRSRO are not absolute standards of credit quality but represent the opinion of the NRSRO as to the quality of the obligation. Ratings do not evaluate market risks or the liquidity of securities. Rating agencies may fail to make
          timely changes in credit ratings and an issuer&#8217;s current financial condition may be better or worse than a rating indicates. To the extent that the issuer of a security pays an NRSRO for the analysis of its security, an inherent conflict of
          interest may exist that could affect the reliability of the rating. Ratings are relative and subjective and, although ratings may be useful in evaluating the safety of interest and principal payments, they do not evaluate the market value risk of
          such obligations. Although these ratings may be an initial criterion for selection of portfolio investments, the Sub-Adviser also will independently evaluate these securities and the ability of the issuers of such securities to pay interest and
          principal. To the extent that the Fund invests in unrated lower grade securities,</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; text-align: center;">69</div>
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      </div>
      <div>&#160;<br>
        <br>
        <br>
      </div>
      <div style="margin-top: 12pt; margin-bottom: 12pt;">the Fund&#8217;s ability to achieve its investment objective will be more dependent on the Sub-Adviser&#8217;s credit analysis than would be the case when the Fund invests in rated securities.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Please refer to Appendix A to the SAI for more information regarding Moody&#8217;s and S&amp;P&#8217;s ratings of fixed-income securities.</font></div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">THE FUND&#8217;S INVESTMENTS</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt;">The Fund will seek to achieve its investment objective by investing in the following categories of securities:</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt; font-style: italic;">Income Securities.&#160;</font><font style="font-size: 10pt;">The Fund may invest in a wide range of Income Securities selected
          from a variety of sectors, including, but not limited to, corporate bonds, loans and loan participations (including senior secured floating rate loans (&#8220;Senior Loans&#8221;), &#8220;second lien&#8221; secured floating rate loans (&#8220;Second Lien Loans&#8221;), and other
          types of secured and unsecured loans with fixed and variable interest rates) (collectively, &#8220;Loans&#8221;), structured finance investments (including residential and commercial mortgage-related securities, asset-backed securities, collateralized debt
          obligations and risk-linked securities), government and agency securities, mezzanine and preferred securities and convertible securities. The Fund may invest in non-U.S. dollar-denominated Income Securities issued by sovereign entities and
          corporations, including Income Securities of issuers in emerging market countries. The Fund may invest in Income Securities of any credit quality, including Income Securities rated below-investment grade (commonly referred to as &#8220;high-yield&#8221; or
          &#8220;junk&#8221; bonds), which are considered speculative with respect to the issuer&#8217;s capacity to pay interest and repay principal.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt; font-style: italic;">Common Equity Securities and Covered Call Option Strategy.&#160;</font><font style="font-size: 10pt;">The Fund may invest in
          Common Equity Securities that the Sub-Adviser believes offer attractive yield and/or capital appreciation potential. As part of its Common Equity Securities strategy, the Fund may also opportunistically employ a strategy of writing (selling)
          covered call options and may, from time to time, buy put options or sell covered put options on individual Common Equity Securities. In addition to its Covered Call Option Strategy, the Fund may, to a lesser extent, pursue a strategy that
          includes the sale (writing) of both covered call options and put options on indices of securities and sectors of securities. This Covered Call Option Strategy is intended to generate current gains from option premiums as a means to enhance
          distributions payable to the Fund&#8217;s Common Shareholders. As the Fund writes covered calls over more of its portfolio, its ability to benefit from capital appreciation becomes more limited. A substantial portion of the options written by the Fund
          may be over-the-counter options (&#8220;OTC options&#8221;). Under current market conditions, the Fund intends to implement its covered call writing strategy primarily by investing in ETFs which provide exposure to Common Equity Securities and writing
          covered call options on those ETFs. For additional information on the Fund&#8217;s Covered Call Option Strategy, please see &#8220;The Fund&#8217;s Investments &#8211; Options.&#8221;</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt; font-style: italic;">Real Property Asset Companies.&#160;</font><font style="font-size: 10pt;">The Fund may invest in Income Securities and Common
          Equity Securities issued by companies that own, produce, refine, process, transport and market &#8220;real property assets,&#8221; such as real estate and the natural resources upon or within real estate (&#8220;Real Property Asset Companies&#8221;). These Real Property
          Asset Companies include:</font></div>
      <div>
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                <div style="margin-left: 18pt; font-size: 14pt;">&#8226;</div>
              </td>
              <td style="width: auto; vertical-align: middle;">
                <div style="font-size: 14pt;"><font style="font-size: 10pt;">Companies engaged in the ownership, construction, financing, management and/or sale of commercial, industrial</font>&#160;<font style="font-size: 10pt;">and/or residential real estate
                    (or that have assets primarily invested in such real estate), including real estate</font>&#160;<font style="font-size: 10pt;">investment trusts (&#8220;REITs&#8221;); and</font></div>
              </td>
            </tr>

        </table>
      </div>
      <div>
        <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: rgb(0, 0, 0);" class="DSPFListTable" id="z50395f15a5414f039c2eda0397684ecf">

            <tr>
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                <div style="margin-left: 18pt; font-size: 14pt;">&#8226;</div>
              </td>
              <td style="width: auto; vertical-align: middle;">
                <div style="font-size: 14pt;"><font style="font-size: 10pt;">Companies engaged in energy, natural resources and basic materials businesses and companies engaged in</font>&#160;<font style="font-size: 10pt;">associated businesses. These companies
                    include, but are not limited to, those engaged in businesses such as oil</font>&#160;<font style="font-size: 10pt;">and gas exploration and production, gold and other precious metals, steel and iron ore production, energy</font>&#160;<font style="font-size: 10pt;">services, forest products, chemicals, coal, alternative energy sources and environmental services, as well as</font>&#160;<font style="font-size: 10pt;">related transportation companies and equipment manufacturers.</font><br>
                </div>
              </td>
            </tr>

        </table>
      </div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; text-indent: 18pt;"><font style="font-style: italic;">Personal Property Asset Companies.&#160;</font>The Fund may invest in Income Securities and Common Equity Securities issued by companies that seek to
        profit primarily from the ownership, rental, leasing, financing or disposition of &#8220;personal property assets&#8221; (&#8220;Personal Property Asset Companies&#8221;). Personal (as opposed to real) property assets include any tangible, movable property or asset. The
        Fund will typically seek to invest in Income Securities and Common Equity Securities of Personal Property Asset Companies with investment performance that is not highly correlated with traditional market indexes because the personal property asset
        held by such company is non-correlated</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; text-align: center;">70</div>
      <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
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      </div>
      <br>
      <div style="margin-top: 12pt; margin-bottom: 12pt;">with traditional debt or equity markets. Such personal property assets include special situation transportation assets (e.g., railcars, airplanes and ships) and collectibles (e.g., antiques, wine
        and fine art).</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt; font-style: italic;">Private Securities.&#160;</font><font style="font-size: 10pt;">The Income Securities and Common Equity Securities in which the
          Fund may invest include privately issued securities of both public and private companies (&#8220;Private Securities&#8221;). Private Securities have additional risk considerations in addition to those of comparable public securities, including availability
          of financial information about the issuer and valuation and liquidity issues.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt; font-style: italic;">Investment Funds.&#160;</font><font style="font-size: 10pt;">As an alternative to holding investments directly, the Fund may also
          obtain investment exposure to Income Securities and Common Equity Securities by investing in other investment companies, including registered investment companies, private investment funds and/or other pooled investment vehicles (collectively,
          &#8220;Investment Funds&#8221;), which may be managed by the Investment Adviser or Sub-Adviser or their affiliates. The Fund may invest up to 30% of its total assets in Investment Funds that primarily hold (directly or indirectly) investments in which the
          Fund may invest directly. The 1940 Act generally limits a registered investment company&#8217;s investments in other registered investment companies to 10% of its total assets. However, pursuant to exemptions set forth in the 1940 Act and rules and
          regulations promulgated under the 1940 Act, the Fund may invest in excess of this limitation provided that the conditions of such exemptions are met. In addition, the Fund may currently invest in certain ETFs in excess of the 1940 Act limitations
          in reliance upon and in accordance with exemptive relief obtained by such ETFs. The Fund will invest in private investment funds, commonly referred to as &#8220;hedge funds,&#8221; only to the extent permitted by applicable rules, regulations and
          interpretations of the U.S. Securities and Exchange Commission (&#8220;SEC&#8221;) and the New York Stock Exchange (&#8220;NYSE&#8221;). The Fund has no current intention to invest in private investment funds. Investments in other Investment Funds involve operating
          expenses and fees at the Investment Fund level that are in addition to the expenses and fees borne by the Fund and are borne indirectly by holders of the Fund&#8217;s Common Shares. A new regulatory framework adopted by the SEC in October 2020 that
          applies to investments by registered investment companies in other registered investment companies may adversely impact the Fund&#8217;s investment strategies and operations, as well as those of the underlying investment vehicles in which the Fund
          invests or other funds that invest in the Fund (and, in turn, trading in the Common Shares).</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Fund may also invest in a wide range of alternative investments. In addition to engaging in options (as described below), alternative
          investments include, but are not limited to:</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt; font-style: italic;">Synthetic Investments.&#160;</font><font style="font-size: 10pt;">As an alternative to holding investments directly, the Fund may
          also obtain investment exposure to Income Securities and Common Equity Securities through the use of customized derivative instruments (including swaps, options, forwards, notional principal contracts or other financial instruments) to replicate,
          modify or replace the economic attributes associated with an investment in Income Securities and Common Equity Securities (including interests in Investment Funds). The Fund may be exposed to certain additional risks should the Sub-Adviser use
          derivatives as a means to synthetically implement the Fund&#8217;s investment strategies, including a lack of liquidity in such derivative instruments, counterparty risk and additional expenses associated with using such derivative instruments.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt; font-style: italic;">Derivative Transactions.&#160;</font><font style="font-size: 10pt;">The Fund may transact in derivative instruments (which derive
          their value by reference to another instrument, asset or index) for investment purposes, such as obtaining investment exposure to an investment category; risk management purposes, such as hedging against fluctuations in asset prices or interest
          rates; diversification purposes; to change the duration of the Fund; or for leverage purposes. The Sub-Adviser seeks to limit exposure to any single counterparty when engaging in derivative transactions. The Fund has not adopted a maximum
          percentage limit with respect to derivative investments; however, the use of derivative investments is subject to the limits imposed by the 1940 Act. For additional information, please see &#8220;The Fund&#8217;s Investments&#8212;Portfolio Contents&#8212;Derivative
          Transactions.&#8221;</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">Portfolio Contents</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt;">The Fund&#8217;s investment portfolio consists of investments in the following types of securities:</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt; font-style: italic;">Corporate Bonds.&#160;</font><font style="font-size: 10pt;">Corporate bonds are debt obligations issued by corporations and other
          business entities. Corporate bonds may be either secured or unsecured. Collateral used for secured debt includes, but is not limited to, real property, machinery, equipment, accounts receivable, stocks, bonds or notes. If a bond is unsecured, it
          is known as a debenture. Bondholders, as creditors, have a prior legal claim over common and preferred stockholders as to both income and assets of the corporation for the principal and interest due them and may have a prior claim over other</font></div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt;">71</div>
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      </div>
      <div style="font-size: 14pt;">&#160;</div>
      <div><br>
      </div>
      <div style="margin-top: 12pt; margin-bottom: 12pt;">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&#8217;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 increased credit risk.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt; font-style: italic;">Investment Grade Bonds.&#160;</font><font style="font-size: 10pt;">The Fund may invest in a wide variety of fixed-income
          securities rated or determined by the Sub-Adviser to be investment grade quality that are issued by corporations and other non-governmental entities and issuers (&#8220;Investment Grade Bonds&#8221;). Investment Grade Bonds are subject to market and credit
          risk. Market risk relates to changes in a security&#8217;s value. Investment Grade Bonds have varying levels of sensitivity to changes in interest rates and varying degrees of credit quality. In general, bond prices rise when interest rates fall, and
          fall when interest rates rise. Longer-term and zero coupon bonds are generally more sensitive to interest rate changes. Credit risk relates to the ability of the issuer to make payments of principal and interest. The values of Investment Grade
          Bonds, like those of other fixed-income securities, may be affected by changes in the credit rating or financial condition of an issuer. Investment Grade Bonds are generally considered medium- and high-quality securities. Some, however, may
          possess speculative characteristics, and may be more sensitive to economic changes and changes in the financial condition of issuers. The market prices of Investment Grade Bonds in the lowest investment grade categories may fluctuate more than
          higher-quality securities and may decline significantly in periods of general or regional economic difficulty. Investment Grade Bonds in the lowest investment grade categories may be thinly traded, making them difficult to sell promptly at an
          acceptable price. Investment Grade Bonds include certain investment grade quality mortgage-related securities, asset-backed securities, and other hybrid securities and instruments that are treated as debt obligations for U.S. federal income tax
          purposes.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt; font-style: italic;">Below-Investment Grade Bonds.&#160;</font><font style="font-size: 10pt;">The Fund may invest in a wide variety of fixed-income
          securities that are rated or determined by the Sub-Adviser to be below-investment grade quality (&#8220;Below-Investment Grade Bonds&#8221;). The Fund will not invest more than 25% of its total assets in securities rated CCC or below (or, if unrated,
          determined to be of comparable credit quality by the Sub-Adviser) at the time of investment. The credit quality of most Below-Investment Grade Bonds reflects a greater than average possibility that adverse changes in the financial condition of an
          issuer, or in general economic conditions, or both, may impair the ability of the issuer to make payments of interest and principal. The inability (or perceived inability) of issuers to make timely payment of interest and principal would likely
          make the values of Below-Investment Grade Bonds held by the Fund more volatile and could limit the Fund&#8217;s ability to sell such Bonds at favorable prices. In the absence of a liquid trading market for its Below-Investment Grade Bonds, the Fund may
          have difficulties determining the fair market value of such investments.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">In addition to pre-existing outstanding debt obligations of below-investment grade issuers, the Fund may also invest in &#8220;debtor-in-possession&#8221; or
          &#8220;DIP&#8221; financings newly issued in connection with &#8220;special situation&#8221; restructuring and refinancing transactions. DIP financings are Loans to a debtor-in-possession in a proceeding under the U.S. Bankruptcy Code that have been approved by the
          bankruptcy court. DIP financings are typically fully secured by a lien on the debtor&#8217;s otherwise unencumbered assets or secured by a junior lien on the debtor&#8217;s encumbered assets (so long as the Loan is fully secured based on the most recent
          current valuation or appraisal report of the debtor). The bankruptcy court can authorize the debtor to grant the DIP lender a claim with super-priority over administrative expenses incurred during bankruptcy and of other claims, thus a DIP
          financing may constitute senior debt even if not secured. DIP financings are often required to close with certainty and in a rapid manner in order to satisfy existing creditors and to enable the issuer to emerge from bankruptcy or to avoid a
          bankruptcy proceeding. These financings allow the entity to continue its business operations while reorganizing under Chapter 11 of the U.S. Bankruptcy Code.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt; font-style: italic;">Distressed and Defaulted Securities.&#160;</font><font style="font-size: 10pt;">The Fund may invest in the securities of
          financially distressed and bankrupt issuers. Such debt obligations may be in covenant or payment default. Such investments generally trade significantly below par and are considered speculative. The repayment of defaulted obligations is subject
          to significant uncertainties. Defaulted obligations might be repaid only after lengthy workout or bankruptcy proceedings, during which the issuer might not make any interest or other payments. Typically, such workout or bankruptcy proceedings
          result in only partial recovery of cash payments or an exchange of the defaulted obligation for other debt or equity securities of the issuer or its affiliates, which may in turn be illiquid or speculative.</font></div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt;">72</div>
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      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt; font-style: italic;">Structured Finance Investments.&#160;</font><font style="font-size: 10pt;">The Fund may invest in structured finance investments,
          which are Income Securities and Common Equity Securities typically issued by special purpose vehicles that hold income-producing securities (</font><font style="font-size: 10pt; font-style: italic;">e.g.</font><font style="font-size: 10pt;">,
          mortgage loans, consumer debt payment obligations and other receivables) and other financial assets. Structured finance investments are tailored, or packaged, to meet certain financial goals of investors. Typically, these investments provide
          investors with capital protection, income generation and/or the opportunity to generate capital growth. The Sub-Adviser believes that structured finance investments may provide attractive risk-adjusted returns, frequent sector rotation
          opportunities and prospects for adding value through security selection. Structured finance investments include:</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 18pt;"><u>Mortgage-Related Securities.&#160;</u>Mortgage-related securities are collateralized by pools of commercial or residential mortgages. Pools of mortgage loans are assembled as
        securities for sale to investors by various governmental, government-related and private organizations. These securities may include complex instruments such as collateralized mortgage obligations, REITs (including debt and preferred stock issued
        by REITs), and other real estate-related securities. The mortgage-related securities in which the Fund may invest include those with fixed, floating or variable interest rates, those with interest rates that change based on multiples of changes in
        a specified index of interest rates, and those with interest rates that change inversely to changes in interest rates, as well as those that do not bear interest. The Fund may invest in residential and commercial mortgage-related securities issued
        by governmental entities and private issuers, including subordinated mortgage-related securities. The underlying assets of certain mortgage-related securities may be subject to prepayments, which shorten the weighted average maturity and may lower
        the return of such securities. See &#8220;Investment Objective and Policies &#8211;Additional Investment Policies &#8211; Mortgage Related Securities&#8221; in the Fund&#8217;s SAI for additional information regarding various types of mortgage-related securities.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 18pt;"><u>Asset-Backed Securities.&#160;</u>Asset-backed securities (&#8220;ABS&#8221;) are a form of structured debt obligation. ABS are payment claims that are securitized in the form of negotiable
        paper that is issued by a financing company (generally called a special purpose vehicle). Collateral assets are brought into a pool according to specific diversification rules. A special purpose vehicle is founded for the purpose of securitizing
        these payment claims and the assets of the special purpose vehicle are the diversified pool of collateral assets. The special purpose vehicle issues marketable securities that are intended to represent a lower level of risk than an underlying
        collateral asset individually, due to the diversification in the pool. The redemption of the securities issued by the special purpose vehicle takes place out of the cash flow generated by the collected assets. A special purpose vehicle may issue
        multiple securities with different priorities to the cash flows generated and the collateral assets. The collateral for ABS may include, among other assets, home equity loans, automobile and credit card receivables, boat loans, computer leases,
        airplane leases, mobile home loans, recreational vehicle loans and hospital account receivables. The Fund may invest in these and other types of ABS that may be developed in the future. There is the possibility that recoveries on the underlying
        collateral may not, in some cases, be available or may be insufficient to support payments on these securities.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 18pt;"><u>Collateralized Debt Obligations.&#160;</u>A collateralized debt obligation (&#8220;CDO&#8221;) is an asset-backed security whose underlying collateral is typically a portfolio of bonds, bank
        loans, other structured finance securities and/or synthetic instruments. Where the underlying collateral is a portfolio of bonds, a CDO is referred to as a collateralized bond obligation (&#8220;CBO&#8221;). Where the underlying collateral is a portfolio of
        bank loans, a CDO is referred to as a collateralized loan obligation (&#8220;CLO&#8221;). Investors in CLOs bear the credit risk of the underlying collateral. Multiple tranches of securities are issued by the CLO, offering investors various maturity and credit
        risk characteristics. Tranches are categorized as senior, mezzanine and subordinated/equity, according to their degree of risk. If there are defaults or the CLO&#8217;s collateral otherwise underperforms, scheduled payments to senior tranches take
        precedence over those of mezzanine tranches, and scheduled payments to mezzanine tranches take precedence over those to subordinated/equity tranches. This prioritization of the cash flows from a pool of securities among the several tranches of the
        CLO is a key feature of the CLO structure. If there are funds remaining after each tranche of debt receives its contractual interest rate and the CLO meets or exceeds required collateral coverage levels (or other similar covenants), the remaining
        funds may be paid to the subordinated (or residual) tranche (often referred to as the &#8220;equity&#8221; tranche). The contractual provisions setting out this order of payments are set out in detail in the relevant CLO&#8217;s indenture. These provisions are
        referred to as the &#8220;priority of payments&#8221; or the &#8220;waterfall&#8221; and determine the terms of payment of any other obligations that may be required to be paid ahead of payments of interest and principal on the securities issued by a CLO. In addition, for
        payments</div>
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      <div>&#160;<br>
      </div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 18pt;">to be made to each tranche, after the most senior tranche of debt, there are various tests that must be complied with, which are different for each CLO. If a CLO breaches one of
        these tests excess cash flow that would otherwise be available for distribution to the subordinated tranche investors is diverted to prepay CLO debt investors in order of seniority until such time as the covenant breach is cured. If the covenant
        breach is not or cannot be cured, the subordinated tranche investors (and potentially other investors in lower priority rated tranches) may experience a partial or total loss of their investment.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 18pt;">CLOs are subject to the same risk of prepayment described with respect to certain mortgage-related and asset-backed securities. The value of CLOs may be affected by changes in the
        market&#8217;s perception of the creditworthiness of the servicing agent for the pool, the originator of the pool, or the financial institution or fund providing the credit support or enhancement.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 18pt;">The Fund may invest in senior, rated tranches as well as subordinated tranches of CLOs. Investment in the subordinated tranche is subject to special risks. The subordinated
        tranche does not receive ratings and is considered the riskiest portion of the capital structure of a CLO because it bears the bulk of defaults from the loans in the CLO and serves to protect the other, more senior tranches from default in all but
        the most severe circumstances.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 18pt;"><u>Risk-Linked Securities.&#160;</u>Risk-linked securities (&#8220;RLS&#8221;) are a form of derivative issued by insurance companies and insurance-related special purpose vehicles that apply
        securitization techniques to catastrophic property and casualty damages. RLS are typically debt obligations for which the return of principal and the payment of interest are contingent on the non-occurrence of a pre-defined &#8220;trigger event.&#8221;
        Depending on the specific terms and structure of the RLS, this trigger could be the result of a hurricane, earthquake or some other catastrophic event. Insurance companies securitize this risk to transfer to the capital markets the truly
        catastrophic part of the risk exposure. A typical RLS provides for income and return of capital similar to other fixed-income investments, but would involve full or partial default if losses resulting from a certain catastrophe exceeded a
        predetermined amount. RLS typically have relatively high yields compared with similarly rated fixed-income securities, and also have low correlation with the returns of traditional securities. The Sub-Adviser believes that inclusion of RLS in the
        Fund&#8217;s portfolio could lead to significant improvement in its overall risk-return profile. Investments in RLS may be linked to a broad range of insurance risks, which can be broken down into three major categories: natural risks (such as hurricanes
        and earthquakes), weather risks (such as insurance based on a regional average temperature) and non-natural events (such as aerospace and shipping catastrophes). Although property-casualty RLS have been in existence for over a decade, significant
        developments have started to occur in securitizations done by life insurance companies. In general, life insurance industry securitizations could fall into a number of categories. Some are driven primarily by the desire to transfer risk to the
        capital markets, such as the transfer of extreme mortality risk (mortality bonds). Others, while also including the element of risk transfer, are driven by other considerations. For example, a securitization could be undertaken to relieve the
        capital strain on life insurance companies caused by the regulatory requirements of establishing very conservative reserves for some types of products. Another example is the securitization of the stream of future cash flows from a particular block
        of business, including the securitization of embedded values of life insurance business or securitization for the purpose of funding acquisition costs.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt; font-style: italic;">Senior Loans.&#160;</font><font style="font-size: 10pt;">Senior Loans are floating rate Loans made to corporations and other
          non-governmental entities and issuers. Senior Loans typically hold the most senior position in the capital structure of the issuing entity, are typically secured with specific collateral and typically have a claim on the assets of the borrower,
          including stock owned by the borrower in its subsidiaries, that is senior to that held by junior lien creditors, subordinated debt holders and stockholders of the borrower. The proceeds of Senior Loans primarily are used to finance leveraged
          buyouts, recapitalizations, mergers, acquisitions, stock repurchases, dividends, and, to a lesser extent, to finance internal growth and for other corporate purposes. Senior Loans typically have rates of interest that are redetermined daily,
          monthly, quarterly or semi-annually by reference to a base lending rate, plus a premium or credit spread. Base lending rates in common usage today are primarily the London-Interbank Offered Rate (&#8220;LIBOR&#8221;), and secondarily the prime rate offered
          by one or more major U.S. banks (the &#8220;Prime Rate&#8221;) and the certificate of deposit (&#8220;CD&#8221;) rate or other base lending rates used by commercial lenders.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt; font-style: italic;">Second Lien Loans.&#160;</font><font style="font-size: 10pt;">Second Lien Loans are Loans made by public and private corporations
          and other nongovernmental entities and issuers for a variety of purposes. Second Lien Loans are second in right of payment to one</font></div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt;">74</div>
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      <div style="margin-top: 12pt; margin-bottom: 12pt;">or more Senior Loans of the related borrower. Second Lien Loans typically are secured by a second priority security interest or lien to or on specified collateral securing the borrower&#8217;s obligation
        under the Loan and typically have similar protections and rights as Senior Loans. Second Lien Loans are not (and by their terms cannot) become subordinate in right of payment to any obligation of the related borrower other than Senior Loans of such
        borrower. Second Lien Loans, like Senior Loans, typically have floating rate interest payments. Because Second Lien Loans are second to Senior Loans, they present a greater degree of investment risk but often pay interest at higher rates reflecting
        this additional risk. Such investments generally are of below-investment grade quality. Other than their subordinated status, Second Lien Loans have many characteristics and risks similar to Senior Loans discussed above. In addition, Second Lien
        Loans and debt securities of below-investment grade quality share many of the risk characteristics of Non-Investment Grade Bonds.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt; font-style: italic;">Subordinated Secured Loans.&#160;</font><font style="font-size: 10pt;">Subordinated secured Loans are made by public and private
          corporations and other non-governmental entities and issuers for a variety of purposes. Subordinated secured Loans may rank lower in right of payment to one or more Senior Loans and Second Lien Loans of the borrower. Subordinated secured Loans
          typically are secured by a lower priority security interest or lien to or on specified collateral securing the borrower&#8217;s obligation under the Loan, and typically have more subordinated protections and rights than Senior Loans and Second Lien
          Loans. Subordinated secured Loans may become subordinated in right of payment to more senior obligations of the borrower issued in the future. Subordinated secured Loans may have fixed or floating rate interest payments. Because Subordinated
          secured Loans may rank lower as to right of payment than Senior Loans and Second Lien Loans of the borrower, they may present a greater degree of investment risk than Senior Loans and Second Lien Loans but often pay interest at higher rates
          reflecting this additional risk. Such investments generally are of below-investment grade quality. Other than their more subordinated status, such investments have many characteristics and risks similar to Senior Loans and Second Lien Loans
          discussed above.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt; font-style: italic;">Unsecured Loans.&#160;</font><font style="font-size: 10pt;">Unsecured Loans are loans made by public and private corporations and
          other nongovernmental entities and issuers for a variety of purposes. Unsecured Loans generally have lower priority in right of payment compared to holders of secured debt of the borrower. Unsecured Loans are not secured by a security interest or
          lien to or on specified collateral securing the borrower&#8217;s obligation under the loan. Unsecured Loans by their terms may be or may become subordinate in right of payment to other obligations of the borrower, including Senior Loans, Second Lien
          Loans and Subordinated Secured Loans. Unsecured Loans may have fixed or floating rate interest payments. Because unsecured Loans are subordinate to the secured debt of the borrower, they present a greater degree of investment risk but often pay
          interest at higher rates reflecting this additional risk. Such investments generally are of below-investment grade quality. Other than their subordinated and unsecured status, such investments have many characteristics and risks similar to Senior
          Loans, Second Lien Loans and Subordinated Secured Loans discussed above.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt; font-style: italic;">Mezzanine Investments.&#160;</font><font style="font-size: 10pt;">The Fund may invest in certain lower grade securities known as
          &#8220;Mezzanine Investments,&#8221; which are subordinated debt securities that are generally issued in private placements in connection with an equity security (</font><font style="font-size: 10pt; font-style: italic;">e.g.</font><font style="font-size: 10pt;">, with attached warrants) or may be convertible into equity securities. Mezzanine Investments may be issued with or without registration rights. Similar to other lower grade securities, maturities of Mezzanine Investments are typically
          seven to ten years, but the expected average life is significantly shorter at three to five years. Mezzanine Investments are usually unsecured and subordinated to other obligations of the issuer.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt; font-style: italic;">Convertible Securities.&#160;</font><font style="font-size: 10pt;">Convertible securities include bonds, debentures, notes,
          preferred stocks and other securities that entitle the holder to acquire common stock or other equity securities of the issuer. Convertible securities have general characteristics similar to both debt and equity securities. A convertible security
          generally entitles the holder to receive interest or preferred dividends paid or accrued until the convertible security matures or is redeemed, converted or exchanged. Before conversion, convertible securities have characteristics similar to
          non-convertible debt obligations. Convertible securities rank senior to common stock in a corporation&#8217;s capital structure and, therefore, generally entail less risk than the corporation&#8217;s common stock, although the extent to which such risk is
          reduced depends in large measure upon the degree to which the convertible security sells above its value as a debt obligation. A convertible security may be subject to redemption at the option of the issuer at a predetermined price. If a
          convertible security held by the Fund is called for redemption, the Fund would be required to permit the issuer to redeem the security and convert it to underlying common stock or would sell the convertible security to a third party, which may
          have an adverse effect on the Fund&#8217;s ability to achieve its investment objectives. The price of a convertible</font></div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt;">75</div>
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      </div>
      <div style="font-size: 14pt;">&#160;</div>
      <div><br>
      </div>
      <div style="margin-top: 12pt; margin-bottom: 12pt;">security often reflects variations in the price of the underlying common stock in a way that non-convertible debt may not. The value of a convertible security is a function of (i) its yield in
        comparison to the yields of other securities of comparable maturity and quality that do not have a conversion privilege and (ii) its worth if converted into the underlying common stock.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt; font-style: italic;">Preferred Securities/Preferred Stock.&#160;</font><font style="font-size: 10pt;">Preferred stocks represent the senior residual
          interest in the assets of an issuer after meeting all claims, with priority to corporate income and liquidation payments over the issuer&#8217;s common stock. As such, preferred stock is inherently more risky than the bonds and loans of the issuer, but
          less risky than its common stock. Preferred stocks often contain provisions that allow for redemption in the event of certain tax or legal changes or at the issuers&#8217; call. Preferred stocks typically do not provide any voting rights, except in
          cases when dividends are in arrears beyond a certain time period. Preferred stock in some instances is convertible into common stock.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Although they are equity securities, preferred stocks have certain characteristics of both debt and common stock. They are debt-like in that
          their promised income is contractually fixed. They are common stock-like in that they do not have rights to precipitate bankruptcy proceedings or collection activities in the event of missed payments. Furthermore, they have many of the key
          characteristics of equity due to their subordinated position in an issuer&#8217;s capital structure and because their quality and value are heavily dependent on the profitability of the issuer rather than on any legal claims to specific assets or cash
          flows. In order to be payable, dividends on preferred stock must be declared by the issuer&#8217;s board of directors. In addition, distributions on preferred stock may be subject to deferral and thus may not be automatically payable. Income payments
          on some preferred stocks are cumulative, causing dividends and distributions to accrue even if not declared by the board of directors or otherwise made payable. Other preferred stocks are non-cumulative, meaning that skipped dividends and
          distributions do not continue to accrue. There is no assurance that dividends on preferred stocks in which the Fund invests will be declared or otherwise made payable. If the Fund owns preferred stock that is deferring its distributions, the Fund
          may be required to report income for U.S. federal income tax purposes while it is not receiving cash payments corresponding to such income. When interest rates fall below the rate payable on an issue of preferred stock or for other reasons, the
          issuer may redeem the preferred stock, generally after an initial period of call protection in which the stock is not redeemable. Preferred stocks may be significantly less liquid than many other securities, such as U.S. Government securities,
          corporate bonds and common stock.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt; font-style: italic;">U.S. Government Securities.&#160;</font><font style="font-size: 10pt;">The Fund may invest in debt securities issued or guaranteed
          by the U.S. government, its agencies or instrumentalities including: (1) U.S. Treasury obligations, which differ in their interest rates, maturities and times of issuance, such as U.S. Treasury bills (maturity of one year or less), U.S. Treasury
          notes (maturity of one to ten years), and U.S. Treasury bonds (generally maturities of greater than ten years), including the principal components or the interest components issued by the U.S. government under the separate trading of registered
          interest and principal securities program (i.e., &#8220;STRIPS&#8221;), all of which are backed by the full faith and credit of the United States; and (2) obligations issued or guaranteed by U.S. government agencies or instrumentalities, including government
          guaranteed mortgage-related securities, some of which are backed by the full faith and credit of the U.S. Treasury, some of which are supported by the right of the issuer to borrow from the U.S. government, and some of which are backed only by
          the credit of the issuer itself.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt; font-style: italic;">Foreign Securities.&#160;</font><font style="font-size: 10pt;">While the Fund invests primarily in securities of U.S. issuers, the
          Fund may invest up to 30% of its total assets in issuers located outside the United States, including in emerging markets. Foreign securities include securities issued or guaranteed by companies organized under the laws of countries other than
          the United States and securities issued or guaranteed by foreign governments, their agencies or instrumentalities and supranational governmental entities, such as the World Bank. Foreign securities also may be traded on foreign securities
          exchanges or in over-the-counter capital markets. The value of foreign securities and obligations is affected by changes in currency rates, foreign tax laws (including withholding tax), government policies (in this country or abroad), relations
          between nations and trading, settlement, custodial and other operational risks. In addition, the costs of investing abroad are generally higher than in the United States, and foreign securities markets may be less liquid, more volatile and less
          subject to governmental supervision than markets in the United States. Foreign investments also could be affected by other factors not present in the United States, including expropriation, armed conflict, confiscatory taxation, lack of uniform
          accounting and auditing standards, less publicly available financial and other information and potential difficulties in enforcing contractual obligations.</font></div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt;">76</div>
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      <div>&#160;<br>
      </div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Since the Fund may invest in securities and obligations that are denominated or quoted in currencies other than the U.S. dollar, the Fund may be
          affected by changes in foreign currency exchange rates (and exchange control regulations) which affect the value of investments in the Fund and the accrued income and appreciation or depreciation of the investments in U.S. dollars. Changes in
          foreign currency exchange rates relative to the U.S. dollar will affect the U.S. dollar value of the Fund&#8217;s assets denominated in that currency and the Fund&#8217;s return on such assets as well as any temporary uninvested reserves in bank deposits in
          foreign currencies. In addition, the Fund will incur costs in connection with conversions between various currencies. The Fund may seek to fully hedge its exposures to foreign currencies but may, at the discretion of the Sub-Adviser, at any time
          limit or eliminate foreign currency hedging activity. See &#8220;The Fund&#8217;s Investments&#8212;Derivative Transactions&#8212;Foreign Currency Transactions.&#8221;</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt; font-style: italic;">Sovereign and Supranational Obligations.&#160;</font><font style="font-size: 10pt;">The Fund may invest in sovereign debt
          securities, which are debt securities issued or guaranteed by foreign governmental entities, such as foreign government debt or foreign treasury bills. Investments in sovereign debt securities involve special risks in addition to those risks
          usually associated with investments in debt securities, including risks associated with economic or political uncertainty and the risk that the governmental authority that controls the repayment of sovereign debt may be unwilling or unable to
          repay the principal and/or interest when due. The Fund may also invest in securities or other obligations issued or backed by supranational organizations, which are international organizations that are designated or supported by government
          entities or banking institutions typically to promote economic reconstruction or development. These obligations are subject to the risk that the government(s) on whose support the organization depends may be unable or unwilling to provide the
          necessary support. With respect to both sovereign and supranational obligations, the Fund may have little recourse against the foreign government or supranational organization that issues or backs the obligation in the event of default. These
          obligations may be denominated in foreign currencies and the prices of these obligations may be more volatile than corporate debt obligations.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Sovereign debt instruments in which the Fund may invest may involve great risk and may be deemed to be the equivalent in terms of credit quality
          to securities rated below-investment grade by Moody&#8217;s and S&amp;P. Governmental entities may depend on expected disbursements from foreign governments, multilateral agencies and international organizations to reduce principal and interest
          arrearages on their debt obligations. The commitment on the part of these governments, agencies and others to make such disbursements may be conditioned on a governmental entity&#8217;s implementation of economic or other reforms and/or economic
          performance and the timely service of the governmental entity&#8217;s obligations. Failure to implement such reforms, achieve such levels of economic performance or repay principal or interest when due may result in the cancellation of the commitments
          to lend funds or other aid to the governmental entity, which may further impair the governmental entity&#8217;s ability or willingness to service its debts in a timely manner. Some of the countries in which the Fund may invest have encountered
          difficulties in servicing their sovereign debt obligations and have withheld payments of interest and/or principal of sovereign debt. These difficulties have also led to agreements to restructure external debt obligations, which may result in
          costs to the holders of the sovereign debt. Consequently, a government obligor may default on its obligations and/or the values of its obligations may decline significantly.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt; font-style: italic;">Common Stocks and Other Common Equity Securities.&#160;</font><font style="font-size: 10pt;">The Fund may also invest in common
          stocks and other Common Equity Securities that the Sub-Adviser believes offer attractive yield and/or capital appreciation potential. Common stock represents the residual ownership interest in the issuer. Holders of common stocks and other Common
          Equity Securities are entitled to the income and increase in the value of the assets and business of the issuer after all of its debt obligations and obligations to preferred stockholders are satisfied. The Fund may invest in companies of any
          market capitalization.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt; font-style: italic;">Options.&#160;</font><font style="font-size: 10pt;">As part of its Common Equity Securities strategy, the Fund may also
          opportunistically employ a strategy of writing (selling) covered call options on securities held in the Fund&#8217;s portfolio (the &#8220;Covered Call Option Strategy&#8221;) and may, from time to time, buy put options or sell covered put options on individual
          Common Equity Securities. In addition to its Covered Call Option Strategy, the Fund may, to a lesser extent, pursue a strategy that includes the sale (writing) of both covered call options and put options on indices of securities and sectors of
          securities. This Covered Call Option Strategy is intended to generate current gains from option premiums as a means to enhance distributions payable to the Fund&#8217;s Common Shareholders. An option on a security is a contract that gives the holder of
          the option, in return for a premium, the right to buy from (in the case of a call) or sell to (in the case of a put) the writer of the option the security underlying the option at a specified exercise or &#8220;strike&#8221; price. The writer of</font></div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt;">77</div>
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      </div>
      <div style="font-size: 14pt;">&#160;</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt;">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 &#8220;American style&#8221; options may be exercised at any time during the term of the option. Other options, known as &#8220;European style&#8221; options, may be exercised only on the expiration date of the option.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">If an option written by the Fund expires unexercised, the Fund realizes on the expiration date a capital gain equal to the premium received by
          the Fund at the time the option was written. If an option purchased by the Fund expires unexercised, the Fund realizes a capital loss equal to the premium paid. Prior to the earlier of exercise or expiration, an exchange-traded option may be
          closed out by an offsetting purchase or sale of an option of the same series (type, underlying security, exercise price and expiration). There can be no assurance, however, that a closing purchase or sale transaction can be effected when the Fund
          desires. The Fund may sell put or call options it has previously purchased, which could result in a net gain or loss depending on whether the amount realized on the sale is more or less than the premium and other transaction costs paid on the put
          or call option when purchased. The Fund will realize a capital gain from a closing purchase transaction if the cost of the closing option is less than the premium received from writing the option, or, if it is more, the Fund will realize a
          capital loss. If the premium received from a closing sale transaction is more than the premium paid to purchase the option, the Fund will realize a capital gain or, if it is less, the Fund will realize a capital loss. Net gains from the Fund&#8217;s
          option strategy will be short-term capital gains which, for U.S. federal income tax purposes, will constitute net investment company taxable income.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Covered Call Option Strategy will seek to follow a dynamic rules-based methodology to write call options that broadly diversified exposure to
          the equity markets, either through options on instruments that replicate the economic characteristics of broadly diversified exposure to the equity markets, including ETFs or other investment funds that track equity market indices, or through
          options on individual common stocks along with other securities and instruments.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Covered Call Option Strategy typically utilizes at- or out-of-the money one-month options, although options of any strike price or maturity
          may be utilized. The extent of the Covered Call Option Strategy&#8217;s use of written call options is expected to vary over time based on the Fund&#8217;s assessment of market conditions and other factors (such that the value of the underlying instruments
          may range from 0% to 100% of net equity assets). To the extent used, the Covered Call Option Strategy is designed to generate gains from option premiums in an attempt to enhance distributions payable to the Fund&#8217;s shareholders and to limit
          overall portfolio risk. As the Fund writes covered calls over more of its portfolio, its ability to benefit from capital appreciation becomes more limited.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">As part of its strategy, the Fund may not sell &#8220;naked&#8221; call options on individual securities (i.e., options representing more shares of the stock
          than are held in the portfolio). A call option written by the Fund on a security is &#8220;covered&#8221; if the Fund owns the security or instrument underlying the call or has an absolute and immediate right to acquire that security or instrument without
          additional cash consideration (or, if additional cash consideration is required, cash or other assets determined to be liquid by the Sub-Adviser (in accordance with procedures established by the board of trustees) in such amount are segregated by
          the Fund&#8217;s custodian) upon conversion or exchange of other securities held by the Fund. A call option is also covered if the Fund holds a call on the same security as the call written where the exercise price of the call held is (i) equal to or
          less than the exercise price of the call written, or (ii) greater than the exercise price of the call written, provided the difference is maintained by the Fund in segregated assets determined to be liquid by the Sub-Adviser as described above.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Put options are contracts that give the holder of the option, in return for a premium, the right to sell to the writer of the option the security
          underlying the option at a specified exercise price at a specified time or times during the term of the option. Investing in put options may produce a considerably higher return than the Fund&#8217;s primary strategy of covered call writing but involve
          a higher degree of risk and potential volatility.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Fund will write (sell) put options on individual securities only if the put option is &#8220;covered.&#8221; A put option written by the Fund on a
          security is &#8220;covered&#8221; if the Fund segregates or earmarks assets determined to be liquid by the Sub-Adviser, and in accordance with the procedures established by the Board, equal to the exercise price. A put option is also covered if the Fund
          holds a put on the same security as the put written where the exercise price of the put held is (i) equal to or greater than the exercise price of the put written, or (ii) less than the exercise price of the put written, provided the difference
          is maintained by the Fund in segregated or earmarked assets determined to be liquid by the Sub-Adviser, as described above.</font></div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt;">78</div>
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      <br>
      <br>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Fund may sell put and call options on indices of securities. Options on an index differ from options on securities because (i) the exercise
          of an index option requires cash payments and does not involve the actual purchase or sale of securities, (ii) the holder of an index option has the right to receive cash upon exercise of the option if the level of the index upon which the option
          is based is greater, in the case of a call, or less, in the case of a put, than the exercise price of the option and (iii) index options reflect price-fluctuations in a group of securities or segments of the securities market rather than price
          fluctuations in a single security.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt; font-style: italic;">Restricted and Illiquid Securities.&#160;</font><font style="font-size: 10pt;">The Fund may invest in securities for which there
          is no readily available trading market or that are otherwise illiquid. Illiquid securities include securities legally restricted as to resale, such as commercial paper issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended
          (the &#8220;Securities Act&#8221;), and securities eligible for resale pursuant to Rule 144A thereunder. Section 4(a)(2) and Rule 144A securities may, however, be treated as liquid by the Investment Adviser pursuant to procedures adopted by the Board, which
          require consideration of factors such as trading activity, availability of market quotations and number of dealers willing to purchase the security. If the Fund invests in Rule 144A securities, the level of portfolio illiquidity may be increased
          to the extent that eligible buyers become uninterested in purchasing such securities.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">It may be difficult to sell such securities at a price representing the fair value until such time as such securities may be sold publicly. Where
          registration is required, a considerable period may elapse between a decision to sell the securities and the time when it would be permitted to sell. Thus, the Fund may not be able to obtain as favorable a price as that prevailing at the time of
          the decision to sell. The Fund may also acquire securities through private placements under which it may agree to contractual restrictions on the resale of such securities. Such restrictions might prevent their sale at a time when such sale would
          otherwise be desirable.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">Government Sponsored Investment Programs</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">From time to time, the Fund may seek to invest in credit securities through one or more programs that may from time to time be sponsored,
          established or operated by the U.S. Department of the Treasury, the Board of Governors of the Federal Reserve System and other governmental agencies.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">Derivative Transactions</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Fund may, but is not required to, use various strategic transactions in swaps, futures, options and other derivative contracts in order to
          earn income, facilitate portfolio management and mitigate risks. These strategies may be executed through the use of derivative contracts. In the course of pursuing these investment strategies, the Fund may purchase and sell exchange-listed and
          OTC put and call options on securities, equity and fixed-income indices and other instruments, purchase and sell futures contracts and options thereon, and enter into various transactions such as swaps, caps, floors or collars. In addition,
          derivative transactions may also include new techniques, instruments or strategies that are permitted as regulatory changes occur. The Sub-Adviser seeks to allocate derivative transactions to limit exposure to any single counterparty. The Fund
          has not adopted a maximum percentage limit with respect to derivative investments; however, the use of derivative investments is subject to the limits imposed by the 1940 Act</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt; font-style: italic;">Credit Derivatives.&#160;</font><font style="font-size: 10pt;">The Fund may engage in credit derivatives transactions, which
          generally take one of three forms: swaps (specifically, credit default swaps), options and structured instruments. The Fund may use credit default swaps, among other things, to transfer credit exposure. The Fund may be either the buyer or seller
          in a credit default swap transaction and generally will be a net buyer of protection. The &#8220;buyer&#8221; in a credit default contract is obligated to pay the &#8220;seller&#8221; a periodic stream of payments over the term of the contract provided that no specified
          credit event with respect to a reference issuer has occurred. The Fund may enter into cleared credit default swaps (including index credit default swaps) and bilaterally-traded, OTC credit default swaps. In a physically-settled credit default
          swap, if a credit event occurs, the seller must pay the buyer the full notional value, or &#8220;par value&#8221;, of the reference obligation in exchange for a deliverable reference obligation. Many credit default swaps are not physically-settled but rather
          auction-settled. In an auction-settled credit default swap, if a credit event occurs, the seller must pay the difference between the full notional value, or &#8220;par value&#8221;, and the auction-recognized settlement price.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Where the Fund is a buyer, if no credit event occurs, the Fund would have spent the stream of payments and received no benefit from the contract.
          However, if a credit event occurs, the Fund (if the buyer) will either receive the full notional value of the reference obligation, less the value, if any, of the delivery reference obligation, that may have little or no value or the difference
          between the full notional value and the auction-recognized settlement price. As a seller, the Fund receives a fixed rate of income throughout the term of the contract, which typically is between six</font></div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt;">79</div>
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      <div style="font-size: 14pt;">&#160;</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt;">months and five years, provided that there is no credit event during the pendency of the trade. If a credit event occurs, the Fund as seller generally must pay the buyer the full notional value, or
        &#8220;par value&#8221; of the swap in exchange for an equal face amount of the reference obligations of the entity described in the swap, or the Fund may be required to deliver the related net cash amount, depending on the settlement methodology of the swap.
        Unless and until the Fund actually receives the defaulted reference obligation, it will not be a holder of record of such obligation and will not have any rights as a creditor against the relevant issuer.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Fund would earmark and reserve assets necessary to meet any accrued payment obligations when it is the buyer of a credit default swap. In
          cases where the Fund is the seller of a credit default swap, if the credit default swap provides for physical settlement, the Fund would be required to earmark and reserve the full notional amount of the credit default swap. Where the Fund sells
          protection, it effectively adds the equivalent of leverage to its portfolio because, in addition to its total assets, the Fund would be subject to investment exposure on the notional amount of the swap.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt; font-style: italic;">Foreign Currency Transactions.&#160;</font><font style="font-size: 10pt;">The Fund may (but is not required to) hedge some or all
          of its exposure to non-U.S. currencies through the use of forward foreign currency exchange contracts, options on foreign currencies, foreign currency futures contracts and swaps and other derivatives transactions. Suitable hedging transactions
          may not be available in all circumstances and there can be no assurance that the Fund will engage in such transactions at any given time or from time to time when they would be beneficial. Although the Fund has the flexibility to engage in such
          transactions, the Investment Adviser or Sub-Adviser may determine not to do so or to do so only in unusual circumstances or market conditions. These transactions may not be successful and may eliminate any chance for the Fund to benefit from
          favorable fluctuations in relevant foreign currencies. The Fund may also use derivatives transactions for purposes of increasing exposure to a foreign currency or to shift exposure to foreign currency fluctuations from one currency to another.
          The Fund may also use foreign currency transactions to facilitate portfolio management and to earn income or enhance total return.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">For a more complete discussion of the Fund&#8217;s investment practices involving transactions in derivatives and certain other investment techniques,
          see &#8220;Investment Objective and Policies&#8212;Derivative Instruments&#8221; in the Fund&#8217;s SAI.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">Temporary Investments</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">At any time when a temporary posture is believed by the Investment Adviser to be warranted (a &#8220;temporary period&#8221;), the Fund may, without
          limitation, hold cash or invest its assets in money market instruments and repurchase agreements in respect of those instruments. The money market instruments in which the Fund may invest are obligations of the U.S. government, its agencies or
          instrumentalities; commercial paper rated A-1 or higher by S&amp;P or Prime-1 by Moody&#8217;s; and certificates of deposit and bankers&#8217; acceptances issued by domestic branches of U.S. banks that are members of the Federal Deposit Insurance
          Corporation. During a temporary period, the Fund may also invest in shares of money market mutual funds. Money market mutual funds are investment companies, and the investments in those companies by the Fund are in some cases subject to the 1940
          Act&#8217;s limitations on investments in other investment companies. See &#8220;Investment Restrictions&#8221; in the Fund&#8217;s SAI. As a shareholder in a mutual fund, the Fund will bear its ratable share of its expenses, including management fees, and will remain
          subject to payment of the fees to the Investment Adviser, with respect to assets so invested. See &#8220;Management of the Fund.&#8221; The Fund may not achieve its investment objective during a temporary period or be able to sustain its historical
          distribution levels.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">Certain Other Investment Practices</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt; font-style: italic;">When Issued, Delayed Delivery Securities and Forward Commitments.&#160;</font><font style="font-size: 10pt;">The Fund may enter
          into forward commitments for the purchase or sale of securities, including on a &#8220;when issued&#8221; or &#8220;delayed delivery&#8221; basis, in excess of customary settlement periods for the type of security involved. In some cases, a forward commitment may be
          conditioned upon the occurrence of a subsequent event, such as approval and consummation of a merger, corporate reorganization or debt restructuring (</font><font style="font-size: 10pt; font-style: italic;">i.e.</font><font style="font-size: 10pt;">, a when, as and if issued security). When such transactions are negotiated, the price is fixed at the time of the commitment, with payment and delivery taking place in the future, generally a month or more after the date of the
          commitment. While it will only enter into a forward commitment with the intention of actually acquiring the security, the Fund may sell the security before the settlement date if it is deemed advisable. Securities purchased under a forward
          commitment are subject to market fluctuation, and no interest (or dividends) accrues to the Fund prior to the settlement date. Under current regulatory requirements, the Fund will segregate with</font></div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt;">80</div>
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      </div>
      <div style="font-size: 14pt;">&#160;</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt;">its custodian cash or liquid securities in an aggregate amount at least equal to the amount of its outstanding forward commitments. There is a risk that the securities may not be delivered and that
        the Fund may incur a loss. Forward commitments involve a risk of loss if the value of the security to be purchased declines prior to the settlement date, which risk is in addition to the risk of decline in value of the Fund&#8217;s other assets. In
        addition, recently finalized FINRA rules include mandatory margin requirements that will require the Fund to post collateral in connection with certain of these transactions. There is no similar requirement applicable to the Fund&#8217;s counterparties.
        The required collateralization of these transactions could increase the cost of such transactions to the Fund and impose added operational complexity.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt; font-style: italic;">Loans of Portfolio Securities.&#160;</font><font style="font-size: 10pt;">To increase income, the Fund may lend its portfolio
          securities to securities broker-dealers or financial institutions if (i) the loan is collateralized in accordance with applicable regulatory requirements and (ii) no loan will cause the value of all loaned securities to exceed 33&#160;</font><sup style="vertical-align: text-top; line-height: 1; font-size: smaller;">1&#160;</sup><font style="font-size: 10pt;">/</font><sub style="vertical-align: bottom; line-height: 1; font-size: smaller;">&#160;3&#160;</sub><font style="font-size: 10pt;">% of the value
          of the Fund&#8217;s total assets. If the borrower fails to maintain the requisite amount of collateral, the loan automatically terminates and the Fund could use the collateral to replace the securities while holding the borrower liable for any excess
          of replacement cost over the value of the collateral. As with any extension of credit, there are risks of delay in recovery and in some cases even loss of rights in collateral should the borrower of the securities fail financially. There can be
          no assurance that borrowers will not fail financially. On termination of the loan, the borrower is required to return the securities to the Fund, and any gain or loss in the market price during the period of the loan would inure to the Fund. If
          the other party to the loan petitions for bankruptcy or becomes subject to the United States Bankruptcy Code, the law regarding the rights of the Fund is unsettled. As a result, under extreme circumstances, there may be a restriction on the
          Fund&#8217;s ability to sell the collateral and the Fund would suffer a loss. See &#8220;Investment Objective and Policies&#8212;Loans of Portfolio Securities&#8221; in the Fund&#8217;s SAI.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt; font-style: italic;">Repurchase Agreements.&#160;</font><font style="font-size: 10pt;">Repurchase agreements may be seen as loans by the Fund
          collateralized by underlying debt securities. Under the terms of a typical repurchase agreement, the Fund would acquire an underlying debt obligation or other security for a relatively short period (usually not more than one week) subject to an
          obligation of the seller to repurchase, and the Fund to resell, the obligation at an agreed price and time. This arrangement results in a fixed rate of return to the Fund that is not subject to market fluctuations during the holding period. In
          the event of the insolvency of the counterparty to a repurchase agreement, recovery of the repurchase price owed to the Fund may be delayed. Such an insolvency may result in a loss to the extent that the value of the purchased securities or other
          assets decreases during the delay or that value has otherwise not been maintained at an amount equal to the repurchase price. The Sub-Adviser reviews the creditworthiness of the counterparties with which the Fund enters into repurchase agreements
          to evaluate these risks and monitors on an ongoing basis the value of the securities subject to repurchase agreements to ensure that the value is maintained at the required level. The Fund will not enter into repurchase agreements with the
          Investment Adviser, the Sub-Adviser or their affiliates.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt; font-style: italic;">Reverse Repurchase Agreements.&#160;</font><font style="font-size: 10pt;">The Fund may enter into reverse repurchase agreements.
          Under a reverse repurchase agreement, the Fund temporarily transfers possession of a portfolio instrument to another party, such as a bank or broker-dealer, in return for cash. At the same time, the Fund agrees to repurchase the instrument at an
          agreed upon time and price, which reflects an interest payment. The Fund may enter into such agreements when it is able to invest the cash acquired at a rate higher than the cost of the agreement, which would increase earned income. Reverse
          repurchase agreements involve the risks that the interest income earned on the investment of the proceeds will be less than the interest expense and Fund expenses associated with the repurchase agreement, that the market value of the securities
          or other assets sold by the Fund may decline below the price at which the Fund is obligated to repurchase such securities and that the securities may not be returned to the Fund. There is no assurance that reverse repurchase agreements can be
          successfully employed. In the event of the insolvency of the counterparty to a reverse repurchase agreement, recovery of the securities or other assets sold by the Fund may be delayed. The counterparty&#8217;s insolvency may result in a loss equal to
          the amount by which the value of the securities or other assets sold by the Fund exceeds the repurchase price payable by the Fund; if the value of the purchased securities or other assets increases during such a delay, that loss may also be
          increased. When the Fund enters into a reverse repurchase agreement, any fluctuations in the market value of either the instruments transferred to another party or the instruments in which the proceeds may be invested would affect the market
          value of the Fund&#8217;s assets. As a result, such transactions may increase fluctuations in the net asset value (&#8220;NAV&#8221;) of the Fund&#8217;s Common Shares. Because reverse repurchase agreements may be considered to be the practical equivalent of borrowing
          funds, they constitute a form of leverage. Such agreements will</font></div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt;">81</div>
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      <div style="margin-top: 12pt; margin-bottom: 12pt;">be treated as subject to investment restrictions regarding &#8220;borrowings.&#8221; If the Fund reinvests the proceeds of a reverse repurchase agreement at a rate lower than the cost of the agreement, entering
        into the agreement will lower the Fund&#8217;s cash available for distribution.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt; font-style: italic;">Special Purpose Acquisition Companies.&#160;</font><font style="font-size: 10pt;">The Fund may invest in stock, warrants, and
          other securities of special purpose acquisition companies (&#8220;SPACs&#8221;) or similar special purpose entities. A SPAC is a publicly traded company that raises investment capital for the purpose of acquiring an existing company. 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 of the SPAC is not completed within a pre-established period of time, the funds invested
          in the SPAC are returned to its shareholders. Because SPACs and similar entities do not have an operating history or ongoing business other than seeking acquisitions, the value of their securities is particularly dependent on the ability of the
          SPAC&#8217;s management to identify and complete a profitable acquisition. Some SPACs pursue acquisitions only within certain industries or regions, which can increase the volatility of their prices. Interests in SPACs are typically traded in the OTC
          market and may be illiquid and/or be subject to restrictions on resale.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">Portfolio Turnover</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Fund will buy and sell securities to seek to accomplish its investment objective. Portfolio turnover generally involves some expense to the
          Fund, including brokerage commissions or dealer mark-ups and other transaction costs on the sale of securities and reinvestment in other securities. The portfolio turnover rate is computed by dividing the lesser of the amount of the securities
          purchased or securities sold by the average monthly value of securities owned during the year (excluding securities whose maturities at acquisition were one year or less). The Fund&#8217;s portfolio turnover rate may vary greatly from year to year.
          Higher portfolio turnover may decrease the after-tax return to individual investors in the Fund to the extent it results in a decrease of the long-term capital gains portion of distributions to shareholders.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">Investment Restrictions</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Fund has adopted certain other investment limitations designed to limit investment risk. These limitations are fundamental and may not be
          changed without the approval of the holders of a majority of the outstanding Common Shares, as defined in the 1940 Act (and Preferred Shares, if any, voting together as a single class). See &#8220;Investment Restrictions&#8221; in the SAI for a complete list
          of the fundamental investment policies of the Fund.</font></div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">USE OF FINANCIAL LEVERAGE</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Fund may seek to enhance the level of its current distributions by utilizing financial leverage through the issuance of preferred shares
          (&#8220;Preferred Shares&#8221;) and through borrowings from certain financial institutions or the issuance of commercial paper or other forms of debt (&#8220;Borrowings&#8221;), or through a combination of the foregoing (collectively &#8220;Financial Leverage&#8221;). The Fund
          currently intends to use Financial Leverage through Borrowings from certain financial institutions. The Fund intends to enter into a credit facility within twelve months after the completion of this offering. The Fund has no present intention to
          issue Preferred Shares.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Fund currently anticipates utilizing Financial Leverage for investment purposes in an amount equal to approximately 25% of its Managed
          Assets. The Fund may utilize Financial Leverage up to the limits imposed by the 1940 Act. So long as the net rate of return on the Fund&#8217;s investments purchased with the proceeds of Financial Leverage exceeds the cost of such Financial Leverage,
          such excess amounts will be available to pay higher distributions to holders of the Fund&#8217;s Common Shares. There can be no assurance that a leveraging strategy will be implemented or that it will be successful during any period during which it is
          employed.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Fund also is permitted to enter into reverse repurchase agreements, dollar rolls or similar transactions, and derivative transactions with
          leverage embedded in them (collectively &#8220;leveraged transactions&#8221;), to the maximum extent permitted by the SEC and/or SEC staff rules, guidance or positions. The Fund&#8217;s total leverage from Financial Leverage and leveraged transactions may vary
          significantly over time based on the Sub-Adviser&#8217;s assessment of market and economic conditions, available investment opportunities and cost of Financial Leverage and leveraged transactions.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; text-align: center;">82</div>
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        <div id="DSPFPageBreak" style="page-break-after: always;">
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      </div>
      <div><br>
      </div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">Borrowings</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Fund is authorized to borrow or issue debt securities for financial leveraging purposes and for temporary purposes such as the settlement of
          transactions. The Fund may utilize indebtedness to the maximum extent permitted under the 1940 Act. Under the 1940 Act, the Fund generally is not permitted to issue commercial paper or notes or engage in other Borrowings, other than temporary
          borrowings as defined under the 1940 Act, unless, immediately after such Borrowings, the Fund would have asset coverage (as defined in the 1940 Act) of less than 300%, as measured at the time of borrowing and calculated as the ratio of the Fund&#8217;s
          total assets (less all liabilities and indebtedness not represented by senior securities) over the aggregate amount of the Fund&#8217;s outstanding senior securities representing indebtedness. In addition, other than with respect to privately arranged
          Borrowings, the Fund generally is not permitted to declare any cash dividend or other distribution on any class of the Fund&#8217;s capital stock, including the Common Shares, or purchase any such capital stock, unless, at the time of such declaration,
          the Fund would have asset coverage (as described above) of at least 300% after deducting the amount of such dividend or other distribution. If the Fund borrows, the Fund intends, to the extent possible, to prepay all or a portion of the principal
          amount of any outstanding commercial paper, notes or other Borrowings to the extent necessary to maintain the required asset coverage.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The terms of any such Borrowings may require the Fund to pay a fee to maintain a line of credit, such as a commitment fee, or to maintain minimum
          average balances with a lender. Any such requirements would increase the cost of such Borrowings over the stated interest rate. Such lenders would have the right to receive interest on and repayment of principal of any such Borrowings, which
          right will be senior to those of the Common Shareholders. Any such Borrowings may contain provisions limiting certain activities of the Fund, including the payment of dividends to Common Shareholders in certain circumstances. Any Borrowings will
          likely be ranked senior or equal to all other existing and future Borrowings of the Fund.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Certain types of Borrowings subject the Fund to covenants in credit agreements relating to asset coverage and portfolio composition requirements.
          Certain Borrowings issued by the Fund also may subject the Fund to certain restrictions on investments imposed by guidelines of one or more rating agencies, which may issue ratings for such Borrowings. Such guidelines may impose asset coverage or
          portfolio composition requirements that are more stringent than those imposed by the 1940 Act. It is not anticipated that these covenants or guidelines will impede the Sub-Adviser from managing the Fund&#8217;s portfolio in accordance with the Fund&#8217;s
          investment objective and policies.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The 1940 Act grants to the holders of senior securities representing indebtedness issued by the Fund, other than with respect to privately
          arranged Borrowings, certain voting rights in the event of default in the payment of interest on or repayment of principal. Failure to maintain certain asset coverage requirements under the 1940 Act could result in an event of default and entitle
          the debt holders to elect a majority of the Board.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt;">The Fund intends to enter into a credit facility within twelve months after the completion of this offering.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">Reverse Repurchase Agreements and Dollar Roll Transactions</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Borrowings may be made by the Fund through reverse repurchase agreements under which the Fund sells portfolio securities to financial
          institutions such as banks and broker-dealers and agrees to repurchase them at a particular date and price. Such agreements are considered to be borrowings under the 1940 Act. The Fund may utilize reverse repurchase agreements when it is
          anticipated that the interest income to be earned from the investment of the proceeds of the transaction is greater than the interest expense of the transaction.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Borrowings may be made by the Fund through dollar roll transactions. A dollar roll transaction involves a sale by the Fund of a mortgage-backed
          or other fixed-income security concurrently with an agreement by the Fund to repurchase a similar security at a later date at an agreed-upon price. The securities that are repurchased will bear the same interest rate and stated maturity as those
          sold, but pools of mortgages collateralizing those securities may have different prepayment histories than those sold. During the period between the sale and repurchase, the Fund will not be entitled to receive interest and principal payments on
          the securities sold. Proceeds of the sale will be invested in additional instruments for the Fund, and the income from these investments will generate income for the Fund. If such income does not exceed the income, capital appreciation and gain
          or loss that would have been realized on the securities sold as part of the dollar roll, the use of this technique will diminish the investment performance of the Fund compared with what the performance would have been without the use of dollar
          rolls.</font></div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt;">83</div>
    </div>
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      <div id="DSPFPageBreak" style="page-break-after: always;">
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    </div>
    <div><br>
      <br>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">With respect to any reverse repurchase agreement, dollar roll or similar transaction, the Fund&#8217;s Managed Assets shall include any proceeds from
          the sale of an asset of the Fund to a counterparty in such a transaction, in addition to the value of the underlying asset as of the relevant measuring date.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">With respect to Financial Leverage incurred through investments in reverse repurchase agreements, dollar rolls and economically similar
          transactions, the Fund intends to earmark or segregate cash or liquid securities in accordance with applicable interpretations of the staff of the SEC. As a result of such segregation, under current regulatory requirements, the Fund&#8217;s obligations
          under such transactions will not be considered senior securities representing indebtedness for purposes of the 1940 Act and the Fund&#8217;s use of leverage through reverse repurchase agreements, dollar rolls and economically similar transactions will
          not be limited by the 1940 Act.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">As described below, the SEC adopted a final rule related to the use of derivatives, reverse repurchase agreements and certain other transactions
          by registered investment companies that will rescind and withdraw the guidance of the SEC and its staff regarding asset segregation and coverage transactions reflected in the Fund&#8217;s asset segregation and cover practices discussed herein. Under
          the final rule, when the Fund trades reverse repurchase agreements or similar financing transactions, including certain tender option bonds, it needs to aggregate the amount of indebtedness associated with the reverse repurchase agreements or
          similar financing transactions with the aggregate amount of any other senior securities representing indebtedness when calculating the Fund&#8217;s asset coverage ratio or treat all such transactions as derivatives transactions. Reverse repurchase
          agreements or similar financing transactions aggregated with other indebtedness do not need to be included in the calculation of whether the Fund is a limited derivatives user, but if the Fund is subject to the value-at-risk (&#8220;VaR&#8221;) testing
          requirement, reverse repurchase agreements and similar financing transactions must be included for purposes of such testing whether treated as derivatives transactions or not.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">Preferred Shares</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Fund&#8217;s Governing Documents provide that the Board of Trustees may authorize and issue preferred shares with rights as determined by the Board
          of Trustees, by action of the Board of Trustees without prior approval of the holders of the Common Shares. Common Shareholders have no preemptive right to purchase any preferred shares that might be issued. Under the 1940 Act, the Fund may not
          issue Preferred Shares if, immediately after issuance, the Fund would have asset coverage (as defined in the 1940 Act) of less than 200%, calculated as the ratio of the Fund&#8217;s total assets (less all liabilities and indebtedness not represented by
          senior securities) over the aggregate amount of the Fund&#8217;s outstanding senior securities representing indebtedness plus the aggregate liquidation preference of any outstanding shares of preferred stock. In addition, the Fund generally is not
          permitted to declare any cash dividend or other distribution on the Fund&#8217;s Common Shares, or purchase any such Common Shares, unless, at the time of such declaration, the Fund would have asset coverage (as described above) of at least 200% after
          deducting the amount of such dividend or other distribution. The 1940 Act grants to the holders of senior securities representing stock issued by the Fund certain voting rights. Failure to maintain certain asset coverage requirements under the
          1940 Act could entitle the holders of Preferred Shares to elect a majority of the Board. If the Fund issues and has preferred shares outstanding, the Common Shareholders will generally not be entitled to receive any distributions from the Fund
          unless all accrued dividends on preferred shares have been paid. Issuance of preferred shares would constitute financial leverage and would entail special risks to the Common Shareholders. The Fund has no present intention to issue preferred
          shares. See &#8220;Description of Capital Structure&#8212;Preferred Shares.&#8221;</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">Certain Portfolio Transactions</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">In addition, the Fund may engage in certain derivatives transactions that have economic characteristics similar to leverage. To the extent the
          terms of such transactions obligate the Fund to make payments, under current regulatory requirements, the Fund intends to earmark or segregate cash or liquid securities in an amount at least equal to the current value of the amount then payable
          by the Fund under the terms of such transactions or otherwise cover such transactions in accordance with applicable interpretations of the staff of the SEC. To the extent the terms of such transactions obligate the Fund to deliver particular
          securities to extinguish the Fund&#8217;s obligations under such transactions the Fund may &#8220;cover&#8221; its obligations under such transactions by either (i) owning the securities or collateral underlying such transactions or (ii) having an absolute and
          immediate right to acquire such securities or collateral without additional cash consideration (or, if additional cash consideration is required, having earmarked or segregated cash or liquid securities). Such segregation or cover is intended to
          provide the Fund with available assets to satisfy its obligations under such transactions. As a result of such segregation or cover, the Fund&#8217;s obligations under</font></div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt;">84</div>
      <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
        <div id="DSPFPageBreak" style="page-break-after: always;">
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      </div>
      <br>
      <div style="margin-top: 12pt; margin-bottom: 12pt;">such transactions will not be considered senior securities representing indebtedness for purposes of the 1940 Act or included in calculating the aggregate amount of the Fund&#8217;s Financial Leverage. To
        the extent that the Fund&#8217;s obligations under such transactions are not so segregated or covered, such obligations may be considered &#8220;senior securities representing indebtedness&#8221; under the 1940 Act and therefore subject to the 300% asset coverage
        requirement, as described above.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">In October 2020, the SEC adopted a final rule related to the use of derivatives, reverse repurchase agreements and certain other transactions by
          registered investment companies that will rescind and withdraw the guidance of the SEC and its staff regarding asset segregation and cover transactions reflected in the Fund&#8217;s asset segregation and cover practices discussed herein. The final rule
          requires the Fund to trade derivatives and other transactions that create future payment or delivery obligations (except reverse repurchase agreements and similar financing transactions) subject to VaR leverage limits and derivatives risk
          management program and reporting requirements. Generally, these requirements apply unless a fund satisfies a &#8220;limited derivatives users&#8221; exception that is included in the final rule. Under the final rule, when the Fund trades reverse repurchase
          agreements or similar financing transactions, including certain tender option bonds, it needs to aggregate the amount of indebtedness associated with the reverse repurchase agreements or similar financing transactions with the aggregate amount of
          any other senior securities representing indebtedness when calculating the fund&#8217;s asset coverage ratio or treat all such transactions as derivatives transactions. Reverse repurchase agreements or similar financing transactions aggregated with
          other indebtedness do not need to be included in the calculation of whether a fund satisfies the limited derivatives users exception, but for funds subject to the VaR testing requirement, reverse repurchase agreements and similar financing
          transactions must be included for purposes of such testing whether treated as derivatives transactions or not. The SEC also provided guidance in connection with the new rule regarding the use of securities lending collateral that may limit the
          Fund&#8217;s securities lending activities. Compliance with these new requirements will be required after an eighteen-month transition period. Following the compliance date, these requirements may limit the ability of the Fund to use derivatives and
          reverse repurchase agreements and similar financing transactions as part of its investment strategies. These requirements may increase the cost of the Fund&#8217;s investments and cost of doing business, which could adversely affect investors.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">Effects of Financial Leverage</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Assuming that leverage will represent approximately 25% of the Fund&#8217;s Managed Assets and that the Fund will bear expenses relating to that
          leverage at an average annual rate of 0.65%, the income generated by the Fund&#8217;s portfolio (net of estimated expenses) must exceed 0.16% of the Fund&#8217;s average daily net assets in order to cover the expenses specifically related to the Fund&#8217;s use
          of leverage. These numbers are merely estimates used for illustration. The amount of Financial Leverage used by the Fund as well as actual interest expenses on such Financial Leverage will vary and may be significantly higher or lower than the
          rate estimated above.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The following table is furnished pursuant to requirements of the SEC. It is designed to illustrate the effect of Financial Leverage on Common
          Share total return, assuming investment portfolio total returns (comprised of income, net expenses and changes in the value of investments held in the Fund&#8217;s portfolio) of -10%, -5%, 0%, 5% and 10%. These assumed investment portfolio returns are
          hypothetical figures and are not necessarily indicative of what the Fund&#8217;s investment portfolio returns will be. The table further assumes Financial Leverage representing approximately 25% of the Fund&#8217;s Managed Assets and interest costs to the
          Fund at a combined average annual rate of 0.65% with respect to such Financial Leverage.</font></div>
      <table cellspacing="0" cellpadding="0" border="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; border-collapse: collapse; text-align: left; color: rgb(0, 0, 0);" id="z1a4c49ecfd9c42ae82311b2dda1c7d7b">

          <tr>
            <td style="width: 50%; vertical-align: bottom; background-color: rgb(204, 238, 255);">
              <div>Assumed portfolio total return (net of expenses)</div>
            </td>
            <td style="width: 10%; vertical-align: bottom; background-color: rgb(204, 238, 255);">
              <div style="text-align: right;">-10.00%</div>
            </td>
            <td style="width: 10%; vertical-align: bottom; background-color: rgb(204, 238, 255);">
              <div style="text-align: right;">-5.00%</div>
            </td>
            <td style="width: 10%; vertical-align: bottom; background-color: rgb(204, 238, 255);">
              <div style="text-align: right;">0.00%</div>
            </td>
            <td style="width: 10%; vertical-align: bottom; background-color: rgb(204, 238, 255);">
              <div style="text-align: right;">5.00%</div>
            </td>
            <td style="width: 10%; vertical-align: bottom; background-color: rgb(204, 238, 255);">
              <div style="text-align: right;">10.00%</div>
            </td>
          </tr>
          <tr>
            <td style="width: 50%; vertical-align: bottom;">
              <div>Common Share total return</div>
            </td>
            <td style="width: 10%; vertical-align: bottom;">
              <div style="text-align: right;">-13.55%</div>
            </td>
            <td style="width: 10%; vertical-align: bottom;">
              <div style="text-align: right;">-6.88%</div>
            </td>
            <td style="width: 10%; vertical-align: bottom;">
              <div style="text-align: right;">-0.22%</div>
            </td>
            <td style="width: 10%; vertical-align: bottom;">
              <div style="text-align: right;">6.45%</div>
            </td>
            <td style="width: 10%; vertical-align: bottom;">
              <div style="text-align: right;">13.12%</div>
            </td>
          </tr>

      </table>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Common Share total return is composed of two elements&#8212;the Common Share dividends paid by the Fund (the amount of which is largely determined by
          the Fund&#8217;s net investment income after paying the carrying cost of Financial Leverage) and realized and unrealized gains or losses on the value of the securities the Fund owns. As required by SEC rules, the table assumes that the Fund is more
          likely to suffer capital loss than to enjoy capital appreciation. For example, to assume a total return of 0%, the Fund must assume that the net investment income it receives on its investments is entirely offset by losses on the value of those
          investments. This table reflects the hypothetical performance of the Fund&#8217;s portfolio and not the performance of the Fund&#8217;s Common Shares, the value of which will be determined by market and other factors.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; text-align: center;">85</div>
      <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
        <div id="DSPFPageBreak" style="page-break-after: always;">
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      </div>
      <br>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">During the time in which the Fund is utilizing Financial Leverage, the amount of the fees paid to the Investment Adviser and the Sub-Adviser for
          investment advisory services will be higher than if the Fund did not utilize Financial Leverage because the fees paid will be calculated based on the Fund&#8217;s Managed Assets, which may create a conflict of interest between the Investment Adviser
          and the Sub-Adviser and the Common Shareholders. Because the Financial Leverage costs will be borne by the Fund at a specified rate, only the Fund&#8217;s Common Shareholders will bear the cost of the Fund&#8217;s fees and expenses.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">Interest Rate Transactions</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">In connection with the Fund&#8217;s use of Financial Leverage, the Fund may enter into interest rate swap or cap transactions to hedge against possible
          increases in the variable interest or dividend rate that it will be obligated to pay on its Financial Leverage. Interest rate swaps involve the Fund&#8217;s agreement with the swap counterparty to pay a fixed-rate payment in exchange for the
          counterparty&#8217;s paying the Fund a variable rate payment that is intended to approximate all or a portion of the Fund&#8217;s variable-rate payment obligation on the Fund&#8217;s Financial Leverage. The payment obligation would be based on the notional amount
          of the swap, which will not exceed the amount of the Fund&#8217;s Financial Leverage.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Fund may use an interest rate cap, which would require it to pay a premium to the cap counterparty and would entitle it, to the extent that a
          specified variable-rate index exceeds a predetermined fixed rate, to receive payment from the counterparty of the difference based on the notional amount. The Fund would use interest rate swaps or caps only with the intent to reduce or eliminate
          the risk that an increase in short-term interest rates could have on Common Share net earnings as a result of Financial Leverage.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Fund will usually enter into swaps or caps on a net basis; that is, the two payment streams will be netted out in a cash settlement on the
          payment date or dates specified in the instrument, with the Fund&#8217;s receiving or paying, as the case may be, only the net amount of the two payments. Under current regulatory requirements, the Fund intends to segregate cash or liquid securities
          having a value at least equal to the Fund&#8217;s net payment obligations under any swap transaction, marked-to-market daily. The Fund will treat such amounts as illiquid.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The use of interest rate swaps and caps is a highly specialized activity that involves investment techniques and risks different from those
          associated with ordinary portfolio security transactions. Depending on the state of interest rates in general, the Fund&#8217;s use of interest rate instruments could enhance or harm the overall performance of the Common Shares. To the extent there is
          a decline in interest rates, the net amount receivable by the Fund under the interest rate swap or cap could decline and could thus result in a decline in the NAV of the Common Shares. In addition, if short-term interest rates are lower than the
          Fund&#8217;s fixed rate of payment on the interest rate swap, the swap will reduce Common Share net earnings if the Fund must make net payments to the counterparty. If, on the other hand, short-term interest rates are higher than the fixed rate of
          payment on the interest rate swap, the swap will enhance Common Share net earnings if the Fund receives net payments from the counterparty. Buying interest rate caps could enhance the performance of the Common Shares by limiting the Fund&#8217;s
          maximum leverage expense.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Buying interest rate caps could also decrease the net earnings of the Common Shares if the premium paid by the Fund to the counterparty exceeds
          the additional cost of the Financial Leverage that the Fund would have been required to pay had it not entered into the cap agreement.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Interest rate swaps and caps do not involve the delivery of securities or other underlying assets or principal. Accordingly, the risk of loss
          with respect to interest rate swaps is limited to the net amount of interest payments that the Fund is contractually obligated to make. If the counterparty defaults, the Fund would not be able to use the anticipated net receipts under the swap or
          cap to offset the costs of the Financial Leverage. Depending on whether the Fund would be entitled to receive net payments from the counterparty on the swap or cap, which in turn would depend on the general state of short-term interest rates at
          that point in time, such a default could negatively impact the performance of the Common Shares.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Although this will not guarantee that the counterparty does not default, the Fund will not enter into an interest rate swap or cap transaction
          with any counterparty that the Sub-Adviser believes does not have the financial resources to honor its obligation under the interest rate swap or cap transaction. The Sub-Adviser will regularly monitor the financial stability of a counterparty to
          an interest rate swap or cap transaction in an effort to proactively protect the Fund&#8217;s investments.</font></div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt;">86</div>
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      <div><br>
      </div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">In addition, at the time the interest rate swap or cap transaction reaches its scheduled termination date, there is a risk that the Fund will not
          be able to obtain a replacement transaction or that the terms of the replacement will not be as favorable as on the expiring transaction. If this occurs, it could have a negative impact on the performance of the Common Shares.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Fund may choose or be required to redeem some or all Fund Preferred Shares, if any, or prepay any Borrowings. Such a redemption or prepayment
          would likely result in the Fund&#8217;s seeking to terminate early all or a portion of any swap or cap transaction. Such early termination of a swap could result in a termination payment by or to the Fund. An early termination of a cap could result in
          a termination payment to the Fund. There may also be penalties associated with early termination.</font></div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">RISKS</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt; font-style: italic;">Investors should consider the following risk factors and special considerations associated with investing in the Fund.
          Investors should be aware that in light of the current uncertainty, volatility and distress in economies, financial markets and labor and public health conditions over the world, the risks below are heightened significantly compared to normal
          conditions and therefore subject the Fund&#8217;s investments and a shareholder&#8217;s investment in the Fund to elevated investment risk, including the possible loss of the entire principal amount invested. The fact that a particular risk below is not
          specifically identified as being heightened under current conditions does not mean that the risk is not greater than under normal conditions.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">No Operating History</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Fund is a newly-organized, diversified, closed-end management investment company with no operating history. The Fund does not have any
          historical financial statements or other meaningful operating or financial data on which potential investors may evaluate the Fund and its performance.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">Limited Term Risk</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Unless the limited term provision of the Agreement and Declaration of Trust is amended by shareholders in accordance with the Agreement and
          Declaration of Trust, or unless the Fund completes an Eligible Tender Offer and converts to perpetual existence, the Fund will dissolve on or about the Dissolution Date. The Fund is not a so called &#8220;target date&#8221; or &#8220;life cycle&#8221; fund whose asset
          allocation becomes more conservative over time as its target date, often associated with retirement, approaches. In addition, the Fund is not a &#8220;target term&#8221; fund and thus does not seek to return its initial public offering price per Common Share
          upon dissolution. As the assets of the Fund will be liquidated in connection with its dissolution, the Fund may be required to sell portfolio securities or liquidate positions when it otherwise would not, including at times when market conditions
          are not favorable, which may cause the Fund to lose money. In addition, as the Fund approaches the Dissolution Date, the Fund may invest the liquidation proceeds of sold, matured or called securities or liquidated positions 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&#8217;
          acceptances and other bank obligations, commercial paper or other liquid debt securities, which may adversely affect the Fund&#8217;s investment performance.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Rather than reinvesting proceeds received from sales of or payments received in respect of portfolio securities and positions, the Fund may
          distribute such proceeds in one or more liquidating distributions prior to the final dissolution, which may cause the Fund&#8217;s fixed expenses to increase when expressed as a percentage of net assets attributable to Common Shares, or the Fund 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 Fund. The final distribution of net assets upon dissolution may be more than, equal to or less
          than $20.00 per Common Share. Because the Fund may adopt a plan of liquidation and make liquidating distributions in advance of the Dissolution Date, the total value of the Fund&#8217;s assets returned to Common Shareholders upon dissolution will be
          impacted by decisions of the Board and the Investment Adviser 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 Fund 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.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; text-align: center;">87</div>
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      <br>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">If the Fund conducts an Eligible Tender Offer, the Fund 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 Fund. The risks related to the disposition of investments in connection with the
          Fund&#8217;s dissolution also would be present in connection with the disposition of investments 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 Fund will
          hold a greater than normal percentage of its total assets in cash and cash equivalents, which may impede the Fund&#8217;s ability to achieve its investment objective 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 Fund in the investments.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Any capital gains recognized on such dispositions, as reduced by any capital losses the Fund realizes in the year of such dispositions and by any
          available capital loss carryforwards, will generally 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. In addition, the Fund&#8217;s purchase of tendered Common Shares pursuant to an Eligible
          Tender Offer will generally have tax consequences for tendering Common Shareholders and may have tax consequences for non-tendering Common Shareholders. See &#8220;U.S. Federal Income Tax Considerations&#8221; below.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The purchase of Common Shares by the Fund pursuant to an Eligible Tender Offer will have the effect of increasing the proportionate interest in
          the Fund of non-tendering Common Shareholders. All Common Shareholders remaining after an Eligible Tender Offer will be subject to any increased risks associated with the reduction in the Fund&#8217;s assets resulting from payment for any tendered
          Common Shares, such as greater volatility due to decreased diversification and proportionately higher expenses. The reduced assets of the Fund as a result of an Eligible Tender Offer may result in less investment flexibility for the Fund and may
          have an adverse effect on the Fund&#8217;s investment performance. Such reduction in the Fund&#8217;s assets may also cause Common Shares of the Fund to become thinly traded or otherwise negatively impact secondary trading of Common Shares. A reduction in
          assets, and the corresponding increase in the Fund&#8217;s expense ratio, could result in lower returns and put the Fund at a disadvantage relative to its peers and potentially cause the Common Shares to trade at a wider discount to NAV than they
          otherwise would. Furthermore, the portfolio of the Fund following an Eligible Tender Offer could be significantly different and, therefore, Common Shareholders retaining an investment in the Fund could be subject to greater risk. For example, the
          Fund 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 Fund following an Eligible Tender Offer.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Fund is not required to conduct an Eligible Tender Offer. If the Fund conducts an Eligible Tender Offer, there can be no assurance that the
          payment for tendered Common Shares would not result in the Fund 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 Fund 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 Fund 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 Fund&#8217;s perpetual existence. Thereafter, the Fund 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 Fund will have a perpetual existence. The Investment Adviser may have a conflict of
          interest in recommending to the Board that the Dissolution Date be eliminated and the Fund have a perpetual existence. The Fund 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 closed-end 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.</font></div>
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      </div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Although it is anticipated that the Fund will have distributed substantially all of its net assets to shareholders as soon as practicable after
          the Dissolution Date, assets for which no market exists or assets trading at depressed prices, if any, may be placed in a liquidating trust. Assets 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 Fund and the value of their interest in the liquidating trust will
          fluctuate with the value of the liquidating trust&#8217;s remaining assets.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Additionally, the tax treatment of the liquidating trust will generally differ from the tax treatment of the Fund. To the extent the costs
          associated with a liquidating trust exceed the value of the remaining assets, the liquidating trust trustees may determine to dispose of the remaining assets in a manner of their choosing. The Fund cannot predict the amount, if any, of assets
          that will be required to be placed in a liquidating trust or how long it will take to sell or otherwise dispose of such assets.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">Not a Complete Investment Program</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">An investment in the Common Shares of the Fund should not be considered a complete investment program. The Fund is intended for long-term
          investors seeking current income and capital appreciation. An investment in the Fund is not meant to provide a vehicle for those who wish to play short-term swings in the market. Each Common Shareholder should take into account the Fund&#8217;s
          investment objective as well as the Common Shareholder&#8217;s other investments when considering an investment in the Fund. Before making an investment decision, a prospective investor should consider (i) the suitability of this investment with
          respect to his or her investment objectives and personal situation and (ii) factors such as his or her personal net worth, income, age, risk tolerance and liquidity needs.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">Investment and Market Risk</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">An investment in the Common Shares of the Fund is subject to investment risk, particularly under current economic, financial, labor and public
          health conditions, including the possible loss of the entire principal amount that you invest. The global ongoing crisis caused by the outbreak of COVID-19 and the current recovery underway is causing disruption to consumer demand and economic
          output and supply chains. There are still travel restrictions and quarantines, and adverse impacts on local and global economies. Investors should be aware that in light of the current uncertainty, volatility and distress in economies, financial
          markets, and labor and public health conditions around the world, the Fund&#8217;s investments and a shareholder&#8217;s investment in the Fund are subject to sudden and substantial losses, increased volatility and other adverse events. Firms through which
          investors invest with the Fund, the Fund, its service providers, the markets in which it invests and market intermediaries and exchanges are also impacted by quarantines and similar measures intended to respond to and contain the ongoing
          pandemic, which can obstruct their functioning and subject them to heightened operational and other risks. It is unknown how long current circumstances will persist, whether they will reoccur in the future and whether efforts to support the
          economy and financial markets will be successful.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">An investment in the Common Shares of the Fund represents an indirect investment in the securities owned by the Fund. The value of, or income
          generated by, the investments held by the Fund are subject to the possibility of rapid and unpredictable fluctuation. These movements may result from factors affecting individual companies, or from broader influences, including real or perceived
          changes in prevailing interest rates, changes in inflation or expectations about inflation, investor confidence or economic, political, social or financial market conditions, natural/environmental disasters, cyber-attacks, terrorism, governmental
          or quasi-governmental actions, public health emergencies (such as the spread of infectious diseases, pandemics and epidemics) and other similar events, each of which may be temporary or last for extended periods. For example, the risks of a
          borrower&#8217;s default or bankruptcy or non-payment of scheduled interest or principal payments from senior floating rate interests held by the Fund are especially acute under these conditions. Furthermore, interest rates and bond yields may fall as
          a result of types of events, including responses by governmental entities to such events, which would magnify the Fund&#8217;s fixed-income instruments&#8217; susceptibility to interest rate risk and diminish their yield and performance. Moreover, the Fund&#8217;s
          investments in ABS are subject to many of the same risks that are applicable to investments in securities generally, including interest rate risk, credit risk, foreign currency risk, below-investment grade securities risk, Financial Leverage and
          leveraged transactions risk, prepayment and regulatory risk, which would be elevated under the foregoing circumstances.</font></div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt;">89 <br>
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      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Different sectors, industries and security types may react differently to such developments and, when the market performs well, there is no
          assurance that the Fund&#8217;s investments will increase in value along with the broader markets. Volatility of financial markets, including potentially extreme volatility caused by the events described above or other events, can expose the Fund to
          greater market risk than normal, possibly resulting in greatly reduced liquidity. Moreover, changing economic, political, social or financial market conditions in one country or geographic region could adversely affect the value, yield and return
          of the investments held by the Fund in a different country or geographic region because of the increasingly interconnected global economies and financial markets. The Adviser potentially could be prevented from considering, managing and executing
          investment decisions at an advantageous time or price or at all as a result of any domestic or global market or other disruptions, particularly disruptions causing heightened market volatility and reduced market liquidity, such as the current
          conditions, which have also resulted in impediments to the normal functioning of workforces, including personnel and systems of the Fund&#8217;s service providers and market intermediaries. The value of the securities owned by the Fund may decline due
          to general market conditions that are not specifically related to a particular issuer, such as real or perceived economic conditions, changes in interest or currency rates or changes in investor sentiment or market outlook generally.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">At any point in time, your Common Shares may be worth less than your original investment, even after including the reinvestment of Fund dividends
          and distributions.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">Management Risk</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Fund is subject to management risk because it has an actively managed portfolio. The Sub-Adviser will apply investment techniques and risk
          analysis in making investment decisions for the Fund, but there can be no guarantee that these will produce the desired results. The Fund&#8217;s allocation of its investments across various asset classes and sectors may vary significantly over time
          based on the Sub-Adviser&#8217;s analysis and judgment. As a result, the particular risks most relevant to an investment in the Fund, as well as the overall risk profile of the Fund&#8217;s portfolio, may vary over time. The ability of the Fund to achieve
          its investment objective depends, in part, on the ability of the Sub-Adviser to allocate effectively the Fund&#8217;s assets among multiple investment strategies, underlying funds and investments and asset classes. There can be no assurance that the
          actual allocations will be effective in achieving the Fund&#8217;s investment objective or that an investment strategy or underlying fund or investment will achieve its particular investment objective.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">Income Risk</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The income investors receive from the Fund is based primarily on the interest it earns from its investments in Income Securities, which can vary
          widely over the short- and long-term. If prevailing market interest rates drop, investors&#8217; income from the Fund could drop as well. The Fund&#8217;s income could also be affected adversely when prevailing short-term interest rates increase and the Fund
          is utilizing leverage, although this risk is mitigated to the extent the Fund invests in floating-rate obligations.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">Dividend Risk</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Dividends on common stock and other Common Equity Securities which the Fund may hold are not fixed but are declared at the discretion of an
          issuer&#8217;s board of directors. There is no guarantee that the issuers of the Common Equity Securities in which the Fund invests will declare dividends in the future or that, if declared, they will remain at current levels or increase over time.
          Therefore, there is the possibility that such companies could reduce or eliminate the payment of dividends in the future or the anticipated acceleration of dividends could not occur as a result of, among other things, a sharp rise in interest
          rates or an economic downturn. Changes in the dividend policies of companies and capital resources available for these companies&#8217; dividend payments may adversely affect the Fund. Depending upon market conditions, dividend-paying stocks that meet
          the Fund&#8217;s investment criteria may not be widely available and/or may be highly concentrated in only a few market sectors. These circumstances may result from issuer-specific events, adverse economic or market developments, or legislative or
          regulatory changes or other developments that limit an issuer&#8217;s ability to declare and pay dividends, which would affect the Fund&#8217;s performance and ability to generate income. The dividend income from the Fund&#8217;s investment in Common Equity
          Securities will be influenced by both general economic activity and issuer-specific factors. In the event of adverse changes in economic conditions or adverse events effecting a specific industry or issuer, the issuers of the Common Equity
          Securities held by the Fund may reduce the dividends paid on such securities (or not declare or pay dividends on such securities).</font></div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt;">90</div>
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    <div>
      <div><br>
      </div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">Income Securities Risk</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">In addition to the risks discussed above, Income Securities, including high-yield bonds, are subject to certain risks, including:</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt; font-style: italic;">Issuer Risk.&#160;</font><font style="font-size: 10pt;">The value of Income Securities may decline for a number of reasons which
          directly relate to the issuer, such as management performance, the issuer&#8217;s overall level of debt, reduced demand for the issuer&#8217;s goods and services, historical and projected earnings and the value of its assets.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt; font-style: italic;">Spread Risk.&#160;</font><font style="font-size: 10pt;">Spread risk is the risk that the market price can change due to broad
          based movements in spreads, which is particularly relevant in the current low spread environment. The difference (or &#8220;spread&#8221;) between the yield of a security and the yield of a benchmark measures the additional interest paid. As the spread on a
          security widens (or increases), the price (or value) of the security falls. Spread widening may occur, among other reasons, as a result of market concerns over the stability of the market, excess supply, general credit concerns in other markets,
          security- or market-specific credit concerns, or general reductions in risk tolerance.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt; font-style: italic;">Credit Risk.&#160;</font><font style="font-size: 10pt;">The Fund could lose money if the issuer or guarantor of a debt instrument
          or a counterparty to a derivatives transaction or other transaction (such as a repurchase agreement or a loan of portfolio securities or other instruments) is unable or unwilling, or perceived to be unable or unwilling, to pay interest or repay
          principal on time or defaults. If an issuer fails to pay interest, the Fund&#8217;s income would likely be reduced, and if an issuer fails to repay principal, the value of the instrument likely would fall and the Fund could lose money. This risk is
          especially acute with respect to high yield, below-investment grade and unrated high risk debt instruments (which also may be known as &#8220;junk bonds&#8221;), whose issuers are particularly susceptible to fail to meet principal or interest obligations.
          Also, the issuer, guarantor or counterparty may suffer adverse changes in its financial condition or be adversely affected by economic, political or social conditions that could lower the credit quality (or the market&#8217;s perception of the credit
          quality) of the issuer or instrument, leading to greater volatility in the price of the instrument and in shares of the Fund. Although credit quality rating may not accurately reflect the true credit risk of an instrument, a change in the credit
          quality rating of an instrument or an issuer can have a rapid, adverse effect on the instrument&#8217;s liquidity and make it more difficult for the Fund to sell at an advantageous price or time. The risk of the occurrence of these types of events is
          heightened under adverse economic conditions.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The degree of credit risk depends on the particular instrument and the financial condition of the issuer, guarantor or counterparty, which are
          often reflected in its credit quality. A credit quality rating is a measure of the issuer&#8217;s expected ability to make all required interest and principal payments in a timely manner. An issuer with the highest credit rating has a very strong
          capacity with respect to making all payments. An issuer with the second-highest credit rating has a strong capacity to make all payments, but the degree of safety is somewhat less. An issuer with the lowest credit quality rating may be in default
          or have extremely poor prospects of making timely payment of interest and principal. Credit ratings assigned by rating agencies are based on a number of factors and subjective judgments and therefore do not necessarily represent an issuer&#8217;s
          actual financial condition or the volatility or liquidity of the security. Although higher-rated securities generally present lower credit risk as compared to lower-rated or unrated securities, an issuer with a high credit rating may in fact be
          exposed to heightened levels of credit or liquidity risk.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">In addition, during recent conditions, many issuers have been unprofitable, have had little cash on hand and/or unable to pay the interest owed
          on their debt obligations and the number of such issuers may increase if demand for their goods and services falls, borrowing costs rise due to governmental action or inaction or for other reasons. Also, the issuer, guarantor or counterparty may
          suffer adverse changes in its financial condition or reduced demand for its goods and services or be adversely affected by economic, political, public health or social conditions that could lower the credit quality (or the market&#8217;s perception of
          the credit quality) of the issuer or instrument, leading to greater volatility in the price of the instrument and in shares of the Fund.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">If an issuer, guarantor or counterparty declares bankruptcy or is declared bankrupt, the Fund would likely be adversely affected in its ability
          to receive principal or interest owed or otherwise to enforce the financial obligations of the other party. The Fund may be subject to increased costs associated with the bankruptcy process and experience losses as a result of the deterioration
          of the financial condition of the issuer, guarantor or counterparty. The risks to the Fund related to such bankruptcies are elevated given the currently distressed economic, market, labor and public health conditions and would likely be elevated
          under similar circumstances in the future.</font></div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt;">91<br>
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      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt; font-style: italic;">Interest Rate Risk.&#160;</font><font style="font-size: 10pt;">Fixed-income and other debt instruments are subject to the
          possibility that interest rates could change (or be expected to change). Changes in interest rates, including changes in reference rates used in fixed-income and other debt instruments (such as LIBOR), may adversely affect the Fund&#8217;s investments
          in these instruments, such as the value or liquidity of, and income generated by, the investments. In addition, changes in interest rates, including rates that fall below zero, can have unpredictable effects on markets and can adversely affect
          the Fund&#8217;s yield, income and performance.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The value of a debt instrument with a longer duration will generally be more sensitive to interest rate changes than a similar instrument with a
          shorter duration. Similarly, the longer the average duration (whether positive or negative) of these instruments held by the Fund or to which the Fund is exposed (i.e., the longer the average portfolio duration of the Fund), the more the Fund&#8217;s
          NAV will likely fluctuate in response to interest rate changes. Duration is a measure used to determine the sensitivity of a security&#8217;s price to changes in interest rates that incorporates a security&#8217;s yield, coupon, final maturity and call
          features, among other characteristics.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">However, measures such as duration may not accurately reflect the true interest rate sensitivity of instruments held by the Fund and, in turn,
          the Fund&#8217;s susceptibility to changes in interest rates. Certain fixed-income and debt instruments are subject to the risk that the issuer may exercise its right to redeem (or call) the instrument earlier than anticipated. Although an issuer may
          call an instrument for a variety of reasons, if an issuer does so during a time of declining interest rates, the Fund might have to reinvest the proceeds in an investment offering a lower yield or other less favorable features, and therefore
          might not benefit from any increase in value as a result of declining interest rates. Interest only or principal only securities and inverse floaters are particularly sensitive to changes in interest rates, which may impact the income generated
          by the security and other features of the security.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Instruments with variable or floating interest rates generally are less sensitive to interest rate changes, but may decline in value if their
          interest rates do not rise as much or as fast as interest rates in general. Conversely, in a decreasing interest rate environment, these instruments will generally not increase in value and the Fund&#8217;s investment in instruments with floating
          interest rates may prevent the Fund from taking full advantage of decreasing interest rates in a timely manner. In addition, the income received from such instruments will likely be adversely affected by a decrease in interest rates.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Adjustable-rate securities also react to interest rate changes in a similar manner as fixed-rate securities but generally to a lesser degree
          depending on the characteristics of the security, in particular its reset terms (i.e., the index chosen, frequency of reset and reset caps or floors). During periods of rising interest rates, because changes in interest rates on adjustable-rate
          securities may lag behind changes in market rates, the value of such securities may decline until their interest rates reset to market rates. These securities also may be subject to limits on the maximum increase in interest rates. During periods
          of declining interest rates, because the interest rates on adjustable-rate securities generally reset downward, their market value is unlikely to rise to the same extent as the value of comparable fixed rate securities. These securities may not
          be subject to limits on downward adjustments of interest rates.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">During periods of rising interest rates, issuers of debt securities or asset-backed securities may pay principal later or more slowly than
          expected, which may reduce the value of the Fund&#8217;s investment in such securities and may prevent the Fund from receiving higher interest rates on proceeds reinvested in other instruments. During periods of falling interest rates, issuers of debt
          securities or asset-backed securities may pay off debts more quickly or earlier than expected, which could cause the Fund to be unable to recoup the full amount of its initial investment and/or cause the Fund to reinvest in lower-yielding
          securities, thereby reducing the Fund&#8217;s yield or otherwise adversely impacting the Fund.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Certain debt instruments, such as instruments with a negative duration or inverse instruments, are also subject to interest rate risk, although
          such instruments generally react differently to changes in interest rates than instruments with positive durations. The Fund&#8217;s investments in these instruments also may be adversely affected by changes in interest rates. For example, the value of
          instruments with negative durations, such as inverse floaters, generally decrease if interest rates decline.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Fund&#8217;s use of leverage will tend to increase Common Share interest rate risk. The Fund may utilize certain strategies, including taking
          positions in futures or interest rate swaps, for the purpose of reducing the interest rate sensitivity of credit securities held by the Fund or any leverage being employed by the Fund and decreasing the Fund&#8217;s exposure to interest rate risk. The
          Fund is not required to hedge its exposure to interest rate risk and may</font></div>
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      <div style="margin-top: 12pt; margin-bottom: 12pt;">choose not to do so. In addition, there is no assurance that any attempts by the Fund to reduce interest rate risk will be successful or that any hedges that the Fund may establish will perfectly
        correlate with movements in interest rates.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt; font-style: italic;">Current Fixed-Income and Debt Market Conditions.&#160;</font><font style="font-size: 10pt;">Fixed-income and debt market
          conditions are highly unpredictable and some parts of the market are subject to dislocations. In response to the crisis initially caused by the outbreak of COVID-19, as with other serious economic disruptions, governmental authorities and
          regulators have enacted or are enacting significant fiscal and monetary policy changes, including direct capital infusions into companies, new monetary programs and considerable interest rate changes. These actions present heightened risks to
          fixed-income and debt instruments, and such risks could be even further heightened if these actions are unexpectedly or suddenly reversed or are ineffective in achieving their desired outcomes. In light of these actions and current conditions,
          interest rates and bond yields in the United States and many other countries are at or near historic lows, and in some cases, such rates and yields are or have been negative. The current very low or negative interest rates are magnifying the
          Fund&#8217;s susceptibility to interest rate risk and diminishing yield and performance. In addition, the current environment is exposing fixed-income and debt markets to significant volatility and reduced liquidity for the Fund&#8217;s investments. These or
          similar conditions may also occur in the future. Also, the current environment generally reflects expectations for continued economic recovery from the effects of the COVID-19 pandemic. If those expectations are not fulfilled, or become less
          optimistic, there may be an adverse change in fixed income and debt market conditions, and that change may be abrupt and severe, which likely would significantly adversely affect the value of the Fund&#8217;s investment.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt; font-style: italic;">Corporate Bond Risk.&#160;</font><font style="font-size: 10pt;">The market value of a corporate bond may be affected by factors
          directly related to the issuer, such as investors&#8217; perceptions of the creditworthiness of the issuer, the issuer&#8217;s financial performance, perceptions of the issuer in the market place, performance of management of the issuer, the issuer&#8217;s capital
          structure and use of financial leverage and demand for the issuer&#8217;s goods and services. There is a risk that the issuers of corporate bonds may not be able to meet their obligations on interest or principal payments at the time called for by an
          instrument or at all. Corporate bonds of below investment grade quality are often high risk and have speculative characteristics and may be particularly susceptible to adverse issuer-specific and other developments.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt; font-style: italic;">Reinvestment Risk.&#160;</font><font style="font-size: 10pt;">Reinvestment risk is the risk that income from the Fund&#8217;s portfolio
          will decline if the Fund invests the proceeds from matured, traded or called Income Securities at market interest rates that are below the Fund portfolio&#8217;s current earnings rate. A decline in income could affect the Common Shares&#8217; market price or
          the overall return of the Fund. These or similar conditions may also occur in the future.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt; font-style: italic;">Extension Risk.&#160;</font><font style="font-size: 10pt;">Certain debt instruments, including mortgage- and other asset-backed
          securities, are subject to the risk that payments on principal may occur at a slower rate or later than expected. In this event, the expected maturity could lengthen as short or intermediate-term instruments become longer-term instruments, which
          would make the investment more sensitive to changes in interest rates. The likelihood that payments on principal will occur at a slower rate or later than expected is heightened under the current conditions. In addition, the Fund&#8217;s investment may
          sharply decrease in value and the Fund&#8217;s income from the investment may quickly decline. These types of instruments are particularly subject to extension risk, and offer less potential for gains, during periods of rising interest rates. In
          addition, the Fund may be delayed in its ability to reinvest income or proceeds from these instruments in potentially higher yielding investments, which would adversely affect the Fund to the extent its investments are in lower interest rate debt
          instruments. Thus, changes in interest rates may cause volatility in the value of and income received from these types of debt instruments.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt; font-style: italic;">Prepayment Risk.&#160;</font><font style="font-size: 10pt;">Certain debt instruments, including loans and mortgage- and other
          asset-backed securities, are subject to the risk that payments on principal may occur more quickly or earlier than expected (or an investment is converted or redeemed prior to maturity). For example, an issuer may exercise its right to redeem
          outstanding debt securities prior to their maturity (known as a &#8220;call&#8221;) or otherwise pay principal earlier than expected for a number of reasons (</font><font style="font-size: 10pt; font-style: italic;">e.g.</font><font style="font-size: 10pt;">,
          declining interest rates, changes in credit spreads and improvements in the issuer&#8217;s credit quality).If an issuer calls or &#8220;prepays&#8221; a security in which the Fund has invested, the Fund may not recoup the full amount of its initial investment and
          may be required to reinvest in generally lower-yielding securities, securities with greater credit risks or securities with other, less favorable features or terms than the security in which the Fund initially invested, thus potentially reducing
          the Fund&#8217;s yield. Income Securities frequently have call features that allow the issuer to repurchase the security prior to its stated maturity. Loans and mortgage- and other asset-backed securities are particularly subject to prepayment risk,
          and offer less potential for gains, during periods of declining interest rates (or narrower spreads) as issuers of higher interest rate debt instruments pay off debts earlier than expected. In addition,</font></div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt;">93&#160; </div>
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      <div style="margin-top: 12pt; margin-bottom: 12pt;">the Fund may lose any premiums paid to acquire the investment. Other factors, such as excess cash flows, may also contribute to prepayment risk. Thus, changes in interest rates may cause volatility
        in the value of and income received from these types of debt instruments.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Variable or floating rate investments may be less vulnerable to prepayment risk. Most floating rate loans and fixed-income securities allow for
          prepayment of principal without penalty. Accordingly, the potential for the value of a floating rate loan or security to increase in response to interest rate declines is limited. Corporate loans or fixed-income securities purchased to replace a
          prepaid corporate loan or security may have lower yields than the yield on the prepaid corporate loan or security.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt; font-style: italic;">Liquidity Risk.&#160;</font><font style="font-size: 10pt;">The Fund may invest without limitation in Income Securities for which
          there is no readily available trading market or which are unregistered, restricted or otherwise illiquid, including certain high-yield securities. The Fund may invest in privately issued securities of both public and private companies, which may
          be illiquid. Securities of below investment grade quality tend to be less liquid than investment grade debt securities, and securities of financial distressed or bankrupt issuers may be particularly illiquid. Loans typically are not registered
          with the SEC and are not listed on any securities exchange and may at times be illiquid. Loan investments through participations and assignments are typically illiquid. Structured finance securities are typically privately offered and sold, and
          thus are not registered under the securities laws. As a result, investments in structured finance securities may be characterized by the Fund as illiquid securities; however, an active dealer market may exist which would allow such securities to
          be considered liquid in some circumstances. The securities and obligations of foreign issuers, particular issuers in emerging markets, may be more likely to experience periods of illiquidity. Derivative instruments, particularly
          privately-negotiated or OTC derivatives, may be illiquid, although can be no assurance that a liquid market will exist when the Fund seeks to close out an exchange-traded derivative position.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Fund may not be able to readily dispose of illiquid securities and obligations at prices that approximate those at which the Fund could sell
          such assets and obligations if they were more widely traded and, as a result of such illiquidity, the Fund may have to sell other investments or engage in borrowing transactions if necessary to raise cash to meet its obligations. As a result, the
          Fund may be unable to achieve its desired level of exposure to certain issuers, asset classes or sectors. The capacity of market makers of fixed-income and other debt instruments has not kept pace with the consistent growth in these markets over
          the past three decades, which has led to reduced levels in the capacity of these market makers to engage in trading and, as a result, dealer inventories of corporate fixed-income, floating rate and certain other debt instruments are at or near
          historic lows relative to market size. In addition, limited liquidity could affect the market price of Income Securities, thereby adversely affecting the Fund&#8217;s NAV and ability to make distributions. Dislocations in certain parts of markets are
          resulting in reduced liquidity for certain investments. It is uncertain when financial markets will improve. Liquidity of financial markets may also be affected by government intervention.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt; font-style: italic;">Valuation of Certain Income Securities Risk.&#160;</font><font style="font-size: 10pt;">The Sub-Adviser may use the fair value
          method to value investments if market quotations for them are not readily available or are deemed unreliable, or if events occurring after the close of a securities market and before the Fund values its assets would materially affect NAV. Because
          the secondary markets for certain investments may be limited, they may be difficult to value. Where market quotations are not readily available, valuation may require more research than for more liquid investments. In addition, elements of
          judgment may play a greater role in valuation in such cases than for investments with a more active secondary market because there is less reliable objective data available. A security that is fair valued may be valued at a price higher or lower
          than the value determined by other funds using their own fair valuation procedures. Prices obtained by the Fund upon the sale of such securities may not equal the value at which the Fund carried the investment on its books, which would adversely
          affect the NAV of the Fund.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt; font-style: italic;">Duration and Maturity Risk.&#160;</font><font style="font-size: 10pt;">The Fund has no set policy regarding portfolio maturity or
          duration. Holding long duration and long maturity investments will expose the Fund to certain magnified risks. These risks include interest rate risk, credit risk and liquidity risks as discussed above. Generally speaking, the longer the duration
          of the Fund&#8217;s portfolio, the more exposure the Fund will have to interest rate risk described above.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">Below-Investment Grade Securities Risk</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Fund may invest in Income Securities rated below-investment grade or, if unrated, determined by the Sub-Adviser to be of comparable credit
          quality, which are commonly referred to as &#8220;high-yield&#8221; or &#8220;junk&#8221; bonds. The Fund will not invest more than 25% of its total assets in securities rated CCC or below (or, if unrated, determined to</font></div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt;">94</div>
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      <div style="margin-top: 12pt; margin-bottom: 12pt;">be of comparable credit quality by the Sub-Adviser) at the time of investment. Investment in securities of below-investment grade quality involves substantial risk of loss, the risk of which is
        particularly acute under adverse economic conditions. Income Securities of below-investment grade quality are predominantly speculative with respect to the issuer&#8217;s capacity to pay interest and repay principal when due and therefore involve a
        greater risk of default or decline in market value due to adverse economic and issuer-specific developments.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Securities of below investment grade quality may involve a greater risk of default or decline in market value due to adverse economic and
          issuer-specific developments, such as operating results and outlook and to real or perceived adverse economic and competitive industry conditions. Generally, the risks associated with high yield securities are heightened during times of weakening
          economic conditions or rising interest rates (particularly for issuers that are highly leveraged) and are therefore heightened under current conditions. If the Fund is unable to sell an investment at its desired time, the Fund may miss other
          investment opportunities while it holds investments it would prefer to sell, which could adversely affect the Fund&#8217;s performance. In addition, the liquidity of any Fund investment may change significantly over time as a result of market,
          economic, trading, issuer-specific and other factors. Accordingly, the performance of the Fund and a shareholder&#8217;s investment in the Fund may be adversely affected if an issuer is unable to pay interest and repay principal, either on time or at
          all. Issuers of below-investment grade securities are not perceived to be as strong financially as those with higher credit ratings. These issuers are more vulnerable to financial setbacks and recessions or other adverse economic developments
          than more creditworthy issuers, which may impair their ability to make interest and principal payments. Income Securities of below-investment grade quality display increased price sensitivity to changing interest rates and to a deteriorating
          economic environment. The market values, total return and yield for securities of below investment grade quality tend to be more volatile than the market values, total return and yield for higher quality bonds. Securities of below investment
          grade quality tend to be less liquid than investment grade debt securities and therefore more difficult to value accurately and sell at an advantageous price or time and may involve greater transactions costs and wider bid/ask spreads, than
          higher-quality securities. To the extent that a secondary market does exist for certain below-investment grade securities, the market for them may be subject to irregular trading activity, wide bid/ask spreads and extended trade settlement
          periods. Because of the substantial risks associated with investments in below-investment grade securities, you could have an increased risk of losing money on your investment in Common Shares, both in the short-term and the long-term. To the
          extent that the Fund invests in securities that have not been rated by an NRSRO, the Fund&#8217;s ability to achieve its investment objectives will be more dependent on the Adviser&#8217;s credit analysis than would be the case when the Fund invests in rated
          securities.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Successful investment in lower-medium and lower-rated debt securities may involve greater investment risk and is highly dependent on the
          Adviser&#8217;s credit analysis. The value of securities of below investment grade quality is particularly vulnerable to changes in interest rates and a real or perceived economic downturn or higher interest rates could cause a decline in prices of
          such securities by lessening the ability of issuers to make principal and interest payments. These securities are often thinly traded or subject to irregular trading and can be more difficult to sell and value accurately than higher-quality
          securities because there tends to be less public information available about these securities. Because objective pricing data may be less available, judgment may play a greater role in the valuation process. In addition, the entire below
          investment grade market can experience sudden and sharp price swings due to a variety of factors, including changes in economic forecasts, stock market activity, large or sustained sales by major investors, a high-profile default, or a change in
          the market&#8217;s psychology. Adverse conditions could make it difficult at times for the Fund to sell certain securities or could result in lower prices than those used in calculating the Fund&#8217;s NAV.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">Structured Finance Investments Risk</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Fund&#8217;s structured finance investments may include residential and commercial mortgage-related and other ABS issued by governmental entities
          and private issuers. Holders of structured finance investments bear risks of the underlying investments, index or reference obligation and are subject to counterparty risk. The Fund may have the right to receive payments only from the structured
          product, and generally does not have direct rights against the issuer or the entity that sold the assets to be securitized. While certain structured finance investments enable the investor to acquire interests in a pool of securities without the
          brokerage and other expenses associated with directly holding the same securities, investors in structured finance investments generally pay their share of the structured product&#8217;s administrative and other expenses. Although it is difficult to
          accurately predict whether the prices of indices and securities underlying structured finance investments will rise or fall, these prices (and, therefore, the prices of structured finance investments) will be influenced by the same types of
          political, economic and other events that affect</font></div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt;">95</div>
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      <div style="margin-top: 12pt; margin-bottom: 12pt;">issuers of securities and capital markets generally. If the issuer of a structured product uses shorter term financing to purchase longer term securities, the issuer may be forced to sell its
        securities at below market prices if it experiences difficulty in obtaining short-term financing, which may adversely affect the value of the structured finance investment owned by the Fund.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Fund may invest in structured finance products collateralized by low grade or defaulted loans or securities. Investments in such structured
          finance products are subject to the risks associated with below-investment grade securities. Such securities are characterized by high risk. It is likely that an economic recession could severely disrupt the market for such securities and may
          have an adverse impact on the value of such securities.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Fund may invest in senior and subordinated classes issued by structured finance vehicles. The payment of cash flows from the underlying
          assets to senior classes take precedence over those of subordinated classes, and therefore subordinated classes are subject to greater risk. Furthermore, the leveraged nature of subordinated classes may magnify the adverse impact on such class of
          changes in the value of the assets, changes in the distributions on the assets, defaults and recoveries on the assets, capital gains and losses on the assets, prepayment on assets and availability, price and interest rates of assets.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Structured finance securities may be thinly traded or have a limited trading market. Structured finance securities are typically privately
          offered and sold, and thus are not registered under the securities laws. As a result, investments in structured finance securities may be characterized by the Fund as illiquid securities; however, an active dealer market may exist which would
          allow such securities to be considered liquid in some circumstances.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">Mortgage-Backed Securities Risk</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Mortgage-backed securities (&#8220;MBS&#8221;) represent an interest in a pool of mortgages. MBS are subject to certain risks, such as: credit risk
          associated with the performance of the underlying mortgage properties and of the borrowers owning these properties; risks associated with their structure and execution (including the collateral, the process by which principal and interest
          payments are allocated and distributed to investors and how credit losses affect the return to investors in such MBS); risks associated with the servicer of the underlying mortgages; adverse changes in economic conditions and circumstances, which
          are more likely to have an adverse impact on MBS secured by loans on certain types of commercial properties than on those secured by loans on residential properties; prepayment risk, which can lead to significant fluctuations in the value of the
          MBS; loss of all or part of the premium, if any, paid; and decline in the market value of the security, whether resulting from changes in interest rates, prepayments on the underlying mortgage collateral or perceptions of the credit risk
          associated with the underlying mortgage collateral. The value of MBS may be substantially dependent on the servicing of the underlying pool of mortgages. In addition, the Fund&#8217;s level of investment in MBS of a particular type or in MBS issued or
          guaranteed by affiliated obligors, serviced by the same servicer or backed by underlying collateral located in a specific geographic region, may subject the Fund to additional risk.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">When market interest rates decline, more mortgages are refinanced and the securities are paid off earlier than expected. Prepayments may also
          occur on a scheduled basis or due to foreclosure. When market interest rates increase, the market values of MBS decline. At the same time, however, mortgage refinancings and prepayments slow, which lengthens the effective maturities of these
          securities. As a result, the negative effect of the rate increase on the market value of MBS is usually more pronounced than it is for other types of debt securities. In addition, due to increased instability in the credit markets, the market for
          some MBS has experienced reduced liquidity and greater volatility with respect to the value of such securities, making it more difficult to value such securities. The Fund may invest in sub-prime mortgages or MBS that are backed by sub-prime
          mortgages or defaulted or nonperforming loans.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Additional risks relating to investments in MBS may arise because of the type of MBS in which the Fund invests, defined by the assets
          collateralizing the MBS. For example, CMOs may have complex or highly variable prepayment terms, such as companion classes, interest only or principal only payments, inverse floaters and residuals. These investments generally entail greater
          market, prepayment and liquidity risks than other MBS, and may be more volatile or less liquid than other MBS. These risks are heightened under the currently distressed economic, market, labor and public health conditions.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Moreover, the relationship between prepayments and interest rates may give some high-yielding MBS less potential for growth in value than
          conventional bonds with comparable maturities. In addition, during periods of falling interest rates, the rate of prepayment tends to increase. During such periods, the reinvestment of prepayment</font></div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt;">96</div>
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      <div style="margin-top: 12pt; margin-bottom: 12pt;">proceeds by the Fund will generally be at lower rates than the rates that were carried by the obligations that have been prepaid. Because of these and other reasons, MBS&#8217;s total return and maturity
        may be difficult to predict precisely. To the extent that the Fund purchases MBS at a premium, prepayments (which may be made without penalty) may result in loss of the Fund&#8217;s principal investment to the extent of premium paid.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">MBS generally are classified as either commercial mortgage-backed securities (&#8220;CMBS&#8221;) or residential mortgage-backed securities (&#8220;RMBS&#8221;), each of
          which are subject to certain specific risks.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt; font-style: italic;">Commercial Mortgage-Backed Securities Risk.&#160;</font><font style="font-size: 10pt;">The market for CMBS developed more recently
          and, in terms of total outstanding principal amount of issues, is relatively small compared to the market for RMBS. CMBS are subject to particular risks, such as those associated with lack of standardized terms, shorter maturities than
          residential mortgage loans and payment of all or substantially all of the principal only at maturity rather than regular amortization of principal. In addition, commercial lending generally is viewed as exposing the lender to a greater risk of
          loss than residential lending. Commercial lending typically involves larger loans to single borrowers or groups of related borrowers than residential mortgage loans. In addition, the repayment of loans secured by income producing properties
          typically is dependent upon the successful operation of the related real estate project and the cash flow generated therefrom. Net operating income of an income-producing property can be affected by, among other things: tenant mix, success of
          tenant businesses, property management decisions, property location and condition, competition from comparable types of properties, changes in laws that increase operating expense or limit rents that may be charged, any need to address
          environmental contamination at the property, the occurrence of any uninsured casualty at the property, changes in national, regional or local economic conditions and/or specific industry segments, declines in regional or local real estate values,
          declines in regional or local rental or occupancy rates, increases in interest rates, real estate tax rates and other operating expenses, change in governmental rules, regulations and fiscal policies, including environmental legislation, acts of
          God, terrorism, social unrest and civil disturbances.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Consequently, adverse changes in economic conditions and circumstances are more likely to have an adverse impact on MBS secured by loans on
          commercial properties than on those secured by loans on residential properties. Economic downturns, rises in unemployment and other events, such as public health emergencies, that limit the activities of and demand for commercial retail and
          office spaces (such as the current COVID-19 crisis) adversely impact the value of such securities. Additional risks may be presented by the type and use of a particular commercial property. Special risks are presented by hospitals, nursing homes,
          hospitality properties and certain other property types. Commercial property values and net operating income are subject to volatility, which may result in net operating income becoming insufficient to cover debt service on the related mortgage
          loan. The exercise of remedies and successful realization of liquidation proceeds relating to CMBS may be highly dependent on the performance of the servicer or special servicer. There may be a limited number of special servicers available,
          particularly those that do not have conflicts of interest.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt; font-style: italic;">Residential Mortgage-Backed Securities Risk.&#160;</font><font style="font-size: 10pt;">Credit-related risk on RMBS arises from
          losses due to delinquencies and defaults by the borrowers in payments on the underlying mortgage loans and breaches by originators and servicers of their obligations under the underlying documentation pursuant to which the RMBS are issued. The
          rate of delinquencies and defaults on residential mortgage loans and the aggregate amount of the resulting losses will be affected by a number of factors, including general economic conditions, particularly those in the area where the related
          mortgaged property is located, the level of the borrower&#8217;s equity in the mortgaged property and the individual financial circumstances of the borrower. If a residential mortgage loan is in default, foreclosure on the related residential property
          may be a lengthy and difficult process involving significant legal and other expenses. The net proceeds obtained by the holder on a residential mortgage loan following the foreclosure on the related property may be less than the total amount that
          remains due on the loan. The prospect of incurring a loss upon the foreclosure of the related property may lead the holder of the residential mortgage loan to restructure the residential mortgage loan or otherwise delay the foreclosure process.
          These risks are elevated given the current distressed economic, market, public health and labor conditions, notably, increased levels of unemployment relative to recent years, delays and delinquencies in payments of mortgage and rent obligations,
          and uncertainty regarding the effects and extent of government intervention with respect to mortgage payments and other economic matters.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt; font-style: italic;">Sub-Prime Mortgage Market Risk.&#160;</font><font style="font-size: 10pt;">The residential mortgage market in the United States
          has experienced difficulties that may adversely affect the performance and market value of certain mortgages and MBS. Delinquencies and losses on residential mortgage loans (especially sub-prime and second-lien mortgage loans) generally have</font></div>
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      <div style="margin-top: 12pt; margin-bottom: 12pt;">increased at times and may again increase, and a decline in or flattening of housing values (as has been experienced at times and may again be experienced in many housing markets) may exacerbate
        such delinquencies and losses. Borrowers with adjustable rate mortgage loans are more sensitive to changes in interest rates, which affect their monthly mortgage payments, and may be unable to secure replacement mortgages at comparably low interest
        rates. Also, a number of residential mortgage loan originators have experienced serious financial difficulties or bankruptcy. Largely due to the foregoing, reduced investor demand for mortgage loans and MBS and increased investor yield requirements
        caused limited liquidity in the secondary market for certain MBS, which can adversely affect the market value of MBS. It is possible that such limited liquidity in such secondary markets could continue or worsen. If the economy of the United States
        deteriorates further, the incidence of mortgage foreclosures, especially sub-prime mortgages, may increase, which may adversely affect the value of any MBS owned by the Fund.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Any increase in prevailing market interest rates, which are currently near historical lows, may result in increased payments for borrowers who
          have adjustable rate mortgages. Moreover, with respect to hybrid mortgage loans after their initial fixed rate period, interest-only products or products having a lower rate, and with respect to mortgage loans with a negative amortization feature
          which reach their negative amortization cap, borrowers may experience a substantial increase in their monthly payment even without an increase in prevailing market interest rates. Increases in payments for borrowers may result in increased rates
          of delinquencies and defaults on residential mortgage loans underlying the RMBS.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The significance of the mortgage crisis and loan defaults in residential mortgage loan sectors led to the enactment of numerous pieces of
          legislation relating to the mortgage and housing markets. These actions, along with future legislation or regulation, may have significant impacts on the mortgage market generally and may result in a reduction of available transactional
          opportunities for the Fund or an increase in the cost associated with such transactions and may adversely impact the value of RMBS.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">During the mortgage crisis, a number of originators and servicers of residential and commercial mortgage loans, including some of the largest
          originators and servicers in the residential and commercial mortgage loan market, experienced serious financial difficulties. Such difficulties may affect the performance of non-agency RMBS and CMBS. There can be no assurance that originators and
          servicers of mortgage loans will not continue to experience serious financial difficulties or experience such difficulties in the future, including becoming subject to bankruptcy or insolvency proceedings, or that underwriting procedures and
          policies and protections against fraud will be sufficient in the future to prevent such financial difficulties or significant levels of default or delinquency on mortgage loans.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">Asset-Backed Securities Risk</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">ABS are a form of structured debt obligation. In addition to the general risks associated with credit or debt securities discussed herein, ABS
          are subject to additional risks. While traditional fixed-income securities typically pay a fixed rate of interest until maturity, when the entire principal amount is due, an ABS represents an interest in a pool of assets, such as automobile
          loans, credit card receivables, unsecured consumer loans or student loans, that has been securitized and provides for monthly payments of interest, at a fixed or floating rate, and principal from the cash flow of these assets. This pool of assets
          (and any related assets of the issuing entity) is the only source of payment for the ABS. The ability of an ABS issuer to make payments on the ABS, and the timing of such payments, is therefore dependent on collections on these underlying assets.
          The recoveries on the underlying collateral may not, in some cases, be sufficient to support payments on these securities, which may result in losses to investors in an ABS.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Generally, obligors may prepay the underlying assets in full or in part at any time, subjecting the Fund to prepayment risk related to the ABS it
          holds. While the expected repayment streams on ABS are determined by the contractual amortization schedules for the underlying assets, an investor&#8217;s yield to maturity on an ABS is uncertain and may be reduced by the rate and speed of prepayments
          of the underlying assets, which may be influenced by a variety of economic, social and other factors. Any prepayments, repurchases, purchases or liquidations of the underlying assets could shorten the average life of the ABS to an extent that
          cannot be fully predicted. Some ABS may be structured to include a period of rapid amortization triggered by events such as a significant rise in the default rate of the underlying collateral, a sharp drop in the credit enhancement level because
          of credit losses on the underlying assets, a specified regulatory event or the bankruptcy of the originator. A rapid amortization event will cause any revolving period to end earlier than expected and all collections on the underlying assets will
          be used to pay principal to investors earlier than expected. In general, the senior most securities will be paid prior to any payments</font></div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt;">98</div>
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      <div style="margin-top: 12pt; margin-bottom: 12pt;">being made on the subordinated securities, and if such payments are made earlier than expected, the Fund&#8217;s yield on such ABS may be negatively affected.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">CLO, CDO and CBO Risk</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">In addition to the general risks associated with credit or debt securities discussed herein, CLOs, CDOs and CBOs are subject to additional risks.
          CLOs, CDOs and CBOs are subject to risks because of the involvement of multiple transaction parties related to the underlying collateral and disruptions that may occur as a result of the restructuring or insolvency of the underlying obligors,
          which are generally corporate obligors. Unlike a consumer obligor that is generally obligated to make payments on the collateral backing an ABS, the obligor on the collateral backing a CLO, a CDO or a CBO may have more effective defenses or
          resources to cause a delay in payment or restructure the underlying obligation. If an obligor is permitted to restructure its obligations, distributions from collateral securities may not be adequate to make interest or other payments.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The performance of CLOs, CDOs and CBOs depends primarily upon the quality of the underlying assets and the level of credit support or enhancement
          in the structure and the relative priority of the interest in the issuer of the CLO, CDO or CBO purchased by the Fund. In general, CLOs, CDOs and CBOs are actively managed by an asset manager that is responsible for evaluating and acquiring the
          assets that will collateralize the CLO, CDO or CBO. The asset manager may have difficulty in identifying assets that satisfy the eligibility criteria for the assets and may be restricted from trading the collateral. These criteria, restrictions
          and requirements, while reducing the overall risk to the Fund, may limit the ability of the Adviser to maximize returns on the CLOs, CDOs and CBOs if an opportunity is identified by the collateral manager. In addition, other parties involved in
          CLOs, CDOs and CBOs, such as credit enhancement providers and investors in senior obligations of the CLO, CDO or CBO may have the right to control the activities and discretion of the Adviser in a manner that is adverse to the interests of the
          Fund. A CLO, CDO or CBO generally includes provisions that alter the priority of payments if performance metrics related to the underlying collateral, such as interest coverage and minimum overcollateralization, are not met.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">These provisions may cause delays in payments on the securities or an increase in prepayments depending on the relative priority of the
          securities owned by the Fund. The failure of a CLO, CDO or CBO to make timely payments on a particular tranche may have an adverse effect on the liquidity and market value of such tranche.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Payments to holders of CLOs, CDOs and CBOs may be subject to deferral. If cashflows generated by the underlying assets are insufficient to make
          all current and, if applicable, deferred payments on the CLOs, CDOs and CBOs, no other assets will be available for payment of the deficiency and, following realization of the underlying assets, the obligations of the issuer to pay such
          deficiency will be extinguished.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The value of securities issued by CLOs, CDOs and CBOs also may change because of, among other things, changes in market value; changes in the
          market&#8217;s perception of the creditworthiness of the servicer of the assets, the originator of an asset in the pool, or the financial institution or fund providing credit support or enhancement; loan performance and prices; broader market
          sentiment, including expectations regarding future loan defaults, liquidity conditions and supply and demand for structured products.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Section 13 of the Bank Holding Company Act of 1956, often referred to as the &#8220;Volcker Rule,&#8221; imposes restrictions on banking entities&#8217; ability to
          sponsor or invest in certain CLOs, CDOs and CBOs. These restrictions may have an adverse effect on the CLO, CDO and CBO market generally, including the availability, liquidity and value of certain CLOs, CDOs and CBOs.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Fund may invest in any portion of the capital structure of CLOs (including the subordinated, residual and deep mezzanine debt tranches). As a
          result, the CLOs in which the Fund invests may have issued and sold debt tranches that will rank senior to the tranches in which the Fund invests. By their terms, such more senior tranches may entitle the holders to receive payment of interest or
          principal on or before the dates on which the Fund is entitled to receive payments with respect to the tranches in which the Fund invests. Also, in the event of insolvency, liquidation, dissolution, reorganization or bankruptcy of a CLO, holders
          of more senior tranches would typically be entitled to receive payment in full before the Fund receives any distribution. After repaying such senior creditors, such CLO may not have any remaining assets to use for repaying its obligation to the
          Fund. In the case of tranches ranking equally with the tranches in which the Fund invests, the Fund would have to share on an equal basis any distributions with</font></div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt;">99</div>
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      other creditors holding such securities in the event of an insolvency, liquidation, dissolution, reorganization or bankruptcy of the relevant CLO. Therefore, the Fund may not receive back the full amount of its investment in a CLO.
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt; font-style: italic;">CLO Subordinated Notes Risk.&#160;</font><font style="font-size: 10pt;">The Fund may invest in any portion of the capital
          structure of CLOs (including the subordinated, residual and deep mezzanine debt tranches). Investment in the subordinated tranche is subject to special risks. The subordinated tranche does not receive ratings and is considered the riskiest
          portion of the capital structure of a CLO. The subordinated tranche is junior in priority of payment to the more senior tranches of the CLO and is subject to certain payment restrictions. As a result, the subordinated tranche bears the bulk of
          defaults from the loans in the CLO. In addition, the subordinated tranche generally has only limited voting rights and generally does not benefit from any creditors&#8217; rights or ability to exercise remedies under the indenture governing the CLO
          notes. Certain mezzanine tranches in which the Fund may invest may also be subject to certain risks similar to risks associated with investment in the subordinated tranche.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The subordinated tranche is unsecured and ranks behind all of the secured creditors, known or unknown, of the CLO issuer, including the holders
          of the secured notes it has issued. Consequently, to the extent that the value of the issuer&#8217;s portfolio of loan investments has been reduced as a result of conditions in the credit markets, defaulted loans, capital gains and losses on the
          underlying assets, prepayment or changes in interest rates, the value of the subordinated tranche realized at redemption could be reduced. If a CLO breaches certain tests set forth in the CLO&#8217;s indenture, excess cash flow that would otherwise be
          available for distribution to the subordinated tranche investors is diverted to prepay CLO debt investors in order of seniority until such time as the covenant breach is cured. If the covenant breach is not or cannot be cured, the subordinated
          tranche investors (and potentially other investors in lower priority rated tranches) may experience a partial or total loss of their investment. Accordingly, the subordinated tranche may not be paid in full and may be subject to up to 100% loss.
          At the time of issuance, the subordinated tranche of a CLO is typically under-collateralized in that the liabilities of a CLO at inception exceed its total assets.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The leveraged nature of subordinated notes may magnify the adverse impact on the subordinated notes of changes in the market value of the
          investments held by the issuer, changes in the distributions on those investments, defaults and recoveries on those investments, capital gains and losses on those investments, prepayments on those investments and availability, prices and interest
          rates of those investments.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Subordinated notes are not guaranteed by another party. There can be no assurance that distributions on the assets held by the CLO will be
          sufficient to make any distributions or that the yield on the subordinated notes will meet the Fund&#8217;s expectations. Investments in the subordinated tranche of a CLO are generally less liquid than CLO debt tranches and subject to extensive
          transfer restrictions, and there may be no market for subordinated notes. Therefore, Fund may be required to hold subordinated notes for an indefinite period of time or until their stated maturity. Certain mezzanine tranches in which the Fund may
          invest may also be subject to certain risks similar to risks associated with investment in the subordinated tranche.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">Risks Associated with Risk-Linked Securities</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">RLS are a form of derivative issued by insurance companies and insurance-related special purpose vehicles that apply securitization techniques to
          catastrophic property and casualty damages. Unlike other insurable low-severity, high-probability events (such as auto collision coverage), the insurance risk of which can be diversified by writing large numbers of similar policies, the holders
          of a typical RLS are exposed to the risks from high-severity, low-probability events such as that posed by major earthquakes or hurricanes. RLS represent a method of reinsurance, by which insurance companies transfer their own portfolio risk to
          other reinsurance companies and, in the case of RLS, to the capital markets. A typical RLS provides for income and return of capital similar to other fixed-income investments, but involves full or partial default if losses resulting from a
          certain catastrophe exceeded a predetermined amount. In essence, investors invest funds in RLS and if a catastrophe occurs that &#8220;triggers&#8221; the RLS, investors may lose some or all of the capital invested. In the case of an event, the funds are
          paid to the bond sponsor &#8212; an insurer, reinsurer or corporation &#8212; to cover losses. In return, the bond sponsors pay interest to investors for this catastrophe protection. RLS can be structured to pay-off on three types of
          variables&#8212;insurance-industry catastrophe loss indices, insure-specific catastrophe losses and parametric indices based on the physical characteristics of catastrophic events. Such variables are difficult to predict or model, and the risk and
          potential return profiles of RLS may be difficult to assess. Catastrophe-related RLS have been in use since the 1990s, and the securitization and risk-transfer aspects of such RLS are beginning to be employed in other insurance and risk-related
          areas. No active trading market may exist for certain RLS, which may impair the ability of the Fund to realize full value in the event of the need to liquidate such assets.</font></div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt;">100</div>
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      <br>
      <br>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">Risks Associated with Structured Notes</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Investments in structured notes involve risks associated with the issuer of the note and the reference instrument. Where the Fund&#8217;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.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">Senior Loans Risk</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Fund may invest in senior secured floating rate Loans made to corporations and other non-governmental entities and issuers (&#8220;Senior Loans&#8221;).
          Senior Loans typically hold the most senior position in the capital structure of the issuing entity, are typically secured with specific collateral and typically have a claim on the assets of the borrower, including stock owned by the borrower in
          its subsidiaries, that is senior to that held by junior lien creditors, subordinated debt holders and stockholders of the borrower. The Fund&#8217;s investments in Senior Loans are typically below-investment grade and are considered speculative because
          of the credit risk of the applicable issuer</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">There is less readily-available, reliable information about most Senior Loans than is the case for many other types of securities. In addition,
          there is rarely a minimum rating or other independent evaluation of a borrower or its securities, and the Adviser relies primarily on its own evaluation of a borrower&#8217;s credit quality rather than on any available independent sources. As a result,
          the Fund is particularly dependent on the analytical abilities of the Adviser with respect to investments in Senior Loans. The Adviser&#8217;s judgment about the credit quality of a borrower may be wrong.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The risks associated with Senior Loans of below-investment grade quality are similar to the risks of other lower grade Income Securities,
          although Senior Loans are typically senior in payment priority and secured on a senior priority basis, in contrast to subordinated and unsecured Income Securities. Senior Loans&#8217; higher priority has historically resulted in generally higher
          recoveries in the event of a corporate reorganization. In addition, because their interest payments are adjusted for changes in short-term interest rates, investments in Senior Loans have less interest rate risk than certain other lower grade
          Income Securities, which may have fixed interest rates. The Fund&#8217;s investments in Senior Loans are typically below-investment grade and are considered speculative because of the credit risk of their issuers. Such companies are more likely to
          default on their payments of interest and principal owed to the Fund, and such defaults could reduce the Fund&#8217;s NAV and income distributions. An economic downturn generally leads to a higher non-payment rate, and a debt obligation may lose
          significant value before a default occurs. Moreover, any specific collateral used to secure a Senior Loan may decline in value or become illiquid, which would adversely affect the Senior Loan&#8217;s value.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Economic and other events (whether real or perceived) can reduce the demand for certain Senior Loans or Senior Loans generally, which may reduce
          market prices and cause the Fund&#8217;s NAV per share to fall. The frequency and magnitude of such changes cannot be predicted.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Loans and other debt instruments are also subject to the risk of price declines due to increases in prevailing interest rates, although
          floating-rate debt instruments are substantially less exposed to this risk than fixed-rate debt instruments. Interest rate changes may also increase prepayments of debt obligations and require the Fund to invest assets at lower yields. No active
          trading market may exist for certain Senior Loans, which may impair the ability of the Fund to realize full value in the event of the need to liquidate such assets. Adverse market conditions may impair the liquidity of some actively traded Senior
          Loans, meaning that the Fund may not be able to sell them quickly at a desirable price. To the extent that a secondary market does exist for certain Senior Loans, the market may be subject to irregular trading activity, wide bid/ask spreads and
          extended trade settlement periods. Illiquid Senior Loans may also be difficult to value.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Although the Senior Loans in which the Fund will invest generally will be secured by specific collateral, there can be no assurance that
          liquidation of such collateral would satisfy the borrower&#8217;s obligation in the event of non-payment of scheduled interest or principal or that such collateral could be readily liquidated. In the event of the bankruptcy of a borrower, the Fund
          could experience delays or limitations with respect to its ability to realize the</font></div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt;">101</div>
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      <div style="margin-top: 12pt; margin-bottom: 12pt;">benefits of the collateral securing a Senior Loan. If the terms of a Senior Loan do not require the borrower to pledge additional collateral in the event of a decline in the value of the already
        pledged collateral, the Fund will be exposed to the risk that the value of the collateral will not at all times equal or exceed the amount of the borrower&#8217;s obligations under the Senior Loans. To the extent that a Senior Loan is collateralized by
        stock in the borrower or its subsidiaries, such stock may lose all of its value in the event of the bankruptcy of the borrower. Such Senior Loans involve a greater risk of loss. Some Senior Loans are subject to the risk that a court, pursuant to
        fraudulent conveyance or other similar laws, could subordinate or otherwise adversely affect the priority of the Senior Loans to presently existing or future indebtedness of the borrower or could take other action detrimental to lenders, including
        the Fund. Such court action could under certain circumstances include invalidation of Senior Loans.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Senior Loans are subject to legislative risk. If legislation or state or federal regulations impose additional requirements or restrictions on
          the ability of financial institutions to make loans, the availability of Senior Loans for investment by the Fund may be adversely affected. In addition, such requirements or restrictions could reduce or eliminate sources of financing for certain
          borrowers. This could increase the risk of default. If legislation or federal or state regulations require financial institutions to increase their capital requirements in order to make or hold certain debt investments, this may cause financial
          institutions to dispose of Senior Loans that are considered highly levered transactions. Such sales could result in prices that, in the opinion of the Investment Adviser, do not represent fair value. If the Fund attempts to sell a Senior Loan at
          a time when a financial institution is engaging in such a sale, the price the Fund could receive for the Senior Loan may be adversely affected.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Fund&#8217;s investments in Senior Loans may be subject to lender liability risk. Lender liability refers to a variety of legal theories generally
          founded on the premise that a lender has violated a duty of good faith, commercial reasonableness and fair dealing or a similar duty owed to the borrower or has assumed an excessive degree of control over the borrower resulting in the creation of
          a fiduciary duty owed to the borrower or its other creditors or shareholders. Because of the nature of its investments, the Fund may be subject to allegations of lender liability. In addition, under common law principles that in some cases form
          the basis for lender liability claims, a court may elect to subordinate the claim of an offending lender or bondholder (or group of offending lenders or bondholders) to the claims of a disadvantaged creditor (or group of creditors).</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Economic exposure to Senior Loans through the use of derivatives transactions may involve greater risks than if the Fund had invested in the
          Senior Loan interest directly during a primary distribution or through assignments or participations in a loan acquired in secondary markets since, in addition to the risks described above, derivatives transactions to gain exposure to Senior
          Loans may be subject to leverage risk and greater illiquidity risk, counterparty risk, valuation risk and other risks associated with derivatives discussed herein.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">Second Lien Loans Risk</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Fund may invest in &#8220;second lien&#8221; secured floating rate Loans made by public and private corporations and other non-governmental entities and
          issuers for a variety of purposes (&#8220;Second Lien Loans&#8221;). Second Lien Loans are typically second in right of payment and/or second in right of priority with respect to collateral remedies to one or more Senior Loans of the related borrower. Second
          Lien Loans are subject to the same risks associated with investment in Senior Loans and other lower grade Income Securities. However, Second Lien Loans are second in right of payment and/or second in right of priority with respect to collateral
          remedies to Senior Loans and therefore are subject to the additional risk that the cash flow of the borrower and/or the value of any property securing the Loan may be insufficient to meet scheduled payments or otherwise be available to repay the
          Loan after giving effect to payments in respect of a Senior Loan, including payments made with the proceeds of any property securing the Loan and any senior secured obligations of the borrower. Second Lien Loans are expected to have greater price
          volatility and exposure to losses upon default than Senior Loans and may be less liquid. There is also a possibility that originators will not be able to sell participations in Second Lien Loans, which would create greater credit risk exposure.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">Subordinated Secured Loans Risk</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Subordinated secured Loans generally are subject to similar risks as those associated with investment in Senior Loans, Second Lien Loans and
          below-investment grade securities. However, such loans may rank lower in right of payment than any outstanding Senior Loans, Second Lien Loans or other debt instruments with higher priority of the borrower and therefore are subject to additional
          risk that the cash flow of the borrower and any property securing the</font></div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt;">102</div>
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      <div style="margin-top: 12pt; margin-bottom: 12pt;">loan may be insufficient to meet scheduled payments and repayment of principal in the event of default or bankruptcy after giving effect to the higher-ranking secured obligations of the borrower.
        Subordinated secured Loans are expected to have greater price volatility than Senior Loans and Second Lien Loans and may be less liquid.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">Unsecured Loans Risk</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Unsecured Loans generally are subject to similar risks as those associated with investment in Senior Loans, Second Lien Loans, subordinated
          secured Loans and below-investment grade securities. However, because unsecured Loans have lower priority in right of payment to any higher-ranking obligations of the borrower and are not backed by a security interest in any specific collateral,
          they are subject to additional risk that the cash flow of the borrower and available assets may be insufficient to meet scheduled payments and repayment of principal after giving effect to any higher-ranking obligations of the borrower. Unsecured
          Loans are expected to have greater price volatility than Senior Loans, Second Lien Loans and subordinated secured Loans and may be less liquid.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">Loans and Loan Participations and Assignments Risk</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Fund may invest in loans directly or through participations or assignments. The Fund may purchase Loans on a direct assignment basis from a
          participant in the original syndicate of lenders or from subsequent assignees of such interests. The Fund may also purchase, without limitation, participations in Loans. The purchaser of an assignment typically succeeds to all the rights and
          obligations of the assigning institution and becomes a lender under the credit agreement with respect to the debt obligation; however, the purchaser&#8217;s rights can be more restricted than those of the assigning institution, and, in any event, the
          Fund may not be able to unilaterally enforce all rights and remedies under the loan and with regard to any associated collateral. A participation typically results in a contractual relationship only with the institution participating out the
          interest, not with the borrower. In purchasing participations, the Fund generally will have no right to enforce compliance by the borrower with the terms of the loan agreement against the borrower, and the Fund may not directly benefit from the
          collateral supporting the debt obligation in which it has purchased the participation. As a result, the Fund will be exposed to the credit risk of both the borrower and the institution selling the participation. Further, in purchasing
          participations in lending syndicates, the Fund may not be able to conduct the same due diligence on the borrower with respect to a Senior Loan that the Fund would otherwise conduct. In addition, as a holder of the participations, the Fund may not
          have voting rights or inspection rights that the Fund would otherwise have if it were investing directly in the Senior Loan, which may result in the Fund being exposed to greater credit or fraud risk with respect to the borrower or the Senior
          Loan. Lenders selling a participation and other persons inter-positioned between the lender and the Fund with respect to a participation will likely conduct their principal business activities in the banking, finance and financial services
          industries. Because the Fund may invest in participations, the Fund may be more susceptible to economic, political or regulatory occurrences affecting such industries.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Loans are especially vulnerable to the financial health, or perceived financial health, of the borrower but are also particularly susceptible to
          economic and market sentiment such that changes in these conditions or the occurrence of other economic or market events may reduce the demand for loans and cause their value to decline rapidly and unpredictably. Many loans and loan interests are
          subject to legal or contractual restrictions on transfer, resale or assignment that may limit the ability of the Fund to sell its interest in a loan at an advantageous time or price. The resale, or secondary, market for loans is currently
          growing, but may become more limited or more difficult to access, and such changes may be sudden and unpredictable. Transactions in loans are often subject to long settlement periods (in excess of the standard T+2 days settlement cycle for most
          securities and often longer than seven days). As a result, sale proceeds potentially will not be available to the Fund to make additional investments or to use proceeds to meet its current obligations. The Fund thus is subject to the risk of
          selling other investments at disadvantageous times or prices or taking other actions necessary to raise cash to meet its obligations such as borrowing from a bank or holding additional cash, particularly during periods of unusual market or
          economic conditions or financial stress.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Fund invests in or is exposed to loans and other similar debt obligations that are sometimes referred to as &#8220;covenant-lite&#8221; loans or
          obligations (&#8220;covenant-lite obligations&#8221;), which are generally subject to more risk than investments that contain traditional financial maintenance covenants and financial reporting requirements. The Fund may have fewer rights with respect to
          covenant-lite obligations, including fewer protections against the possibility of default and fewer remedies in the event of default. As a result, investments in (or exposure to) covenant-lite obligations are subject to more risk than investments
          in (or exposure to) certain other types of obligations.</font></div>
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      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">In certain circumstances, the Adviser or its affiliates (including on behalf of clients other than the Fund) or the Fund may be in possession of
          material non-public information about a borrower as a result of its ownership of a loan and/or corporate debt security of a borrower. Because U.S. laws and regulations generally prohibit trading in securities of issuers while in possession of
          material, non-public information, the Fund might be unable (potentially for a substantial period of time) to trade securities or other instruments issued by the borrower when it would otherwise be advantageous to do so and, as such, could incur a
          loss. In circumstances when the Adviser or the Fund determines to avoid or to not receive non-public information about a borrower for loan investments being considered for acquisition by the Fund or held by the Fund, the Fund may be disadvantaged
          relative to other investors that do receive such information, and the Fund may not be able to take advantage of other investment opportunities that it may otherwise have. The Adviser or its affiliates may participate in the primary and secondary
          market for loans or other transactions with possible borrowers. As a result, the Fund may be legally restricted from acquiring some loans and from participating in a restructuring of a loan or other similar instrument. Further, if the Fund, in
          combination with other accounts managed by the Adviser or its affiliates, acquires a large portion of a loan, the Fund&#8217;s valuation of its interests in the loan and the Fund&#8217;s ability to dispose of the loan at favorable times or prices may be
          adversely affected.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Fund is subject to other risks associated with investments in (or exposure to) loans and other similar obligations, including that such loans
          or obligations may not be considered &#8220;securities&#8221; and, as a result, the Fund may not be entitled to rely on the anti-fraud protections under the federal securities laws and instead may have to resort to state law and direct claims.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Certain of the loan participations or assignments acquired by the Fund may involve unfunded commitments of the lenders, revolving credit
          facilities, delayed draw credit facilities or other investments under which a borrower may from time to time borrow and repay amounts up to the maximum amount of the facility. In such cases, the Fund would have an obligation to advance its
          portion of such additional borrowings upon the terms specified in the loan documentation. Such an obligation may have the effect of requiring the Fund to increase its investment in a company at a time when it might not be desirable to do so
          (including at a time when the company&#8217;s financial condition makes it unlikely that such amounts will be repaid). These commitments are generally subject to the borrowers meeting certain criteria such as compliance with covenants and certain
          operational metrics. The terms of the borrowings and financings subject to commitment are comparable to the terms of other loans and related investments in the Fund&#8217;s portfolio.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">Mezzanine Investments Risk</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Fund may invest in certain lower grade securities known as &#8220;Mezzanine Investments,&#8221; which are subordinated debt securities that are generally
          issued in private placements in connection with an equity security (e.g., with attached warrants) or may be convertible into equity securities. Mezzanine Investments are subject to the same risks associated with investment in Senior Loans, Second
          Lien Loans and other lower grade Income Securities. However, Mezzanine Investments may rank lower in right of payment than any outstanding Senior Loans and Second Lien Loans of the borrower, or may be unsecured (i.e., not backed by a security
          interest in any specific collateral) and are subject to the additional risk that the cash flow of the borrower and available assets may be insufficient to meet scheduled payments after giving effect to any higher-ranking obligations of the
          borrower. Mezzanine Investments are expected to have greater price volatility and exposure to losses upon default than Senior Loans and Second Lien Loans and may be less liquid.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">Distressed and Defaulted Securities Risk</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Investments in the securities of financially distressed issuers involve substantial risks. These securities may present a substantial risk of
          default or may be in default at the time of investment. The Fund may incur additional expenses to the extent it is required to seek recovery upon a default in the payment of principal or interest on its portfolio holdings. In any reorganization
          or liquidation proceeding relating to a portfolio company, the Fund may lose its entire investment or may be required to accept cash or securities with a value less than its original investment. Among the risks inherent in investments in a
          troubled entity is the fact that it frequently may be difficult to obtain information as to the true financial condition of such issuer. The Adviser&#8217;s judgment about the credit quality of the issuer and the relative value and liquidity of its
          securities may prove to be wrong.</font></div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt;">104</div>
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      <br>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">Convertible Securities Risk</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Convertible securities, debt or preferred equity securities convertible into, or exchangeable for, equity securities, are generally preferred
          stocks and other securities, including fixed-income securities and warrants that are convertible into or exercisable for common stock. Convertible securities generally participate in the appreciation or depreciation of the underlying stock into
          which they are convertible, but to a lesser degree and are subject to the risks associated with debt and equity securities, including interest rate, market and issuer risks. For example, if market interest rates rise, the value of a convertible
          security usually falls. Certain convertible securities may combine higher or lower current income with options and other features. Warrants are options to buy a stated number of shares of common stock at a specified price anytime during the life
          of the warrants (generally, two or more years). Convertible securities may be lower-rated securities subject to greater levels of credit risk. A convertible security may be converted before it would otherwise be most appropriate, which may have
          an adverse effect on the Fund&#8217;s ability to achieve its investment objective.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">&#8220;Synthetic&#8221; convertible securities have economic characteristics similar to those of a traditional convertible security due to the combination of
          separate securities that possess the two principal characteristics of a traditional convertible security, i.e., an income-producing security (&#8220;income-producing component&#8221;) and the right to acquire an equity security (&#8220;convertible component&#8221;). The
          income-producing component is achieved by investing in non-convertible, income-producing securities such as bonds, preferred stocks and money market instruments, which may be represented by derivative instruments.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The convertible component is achieved by investing in securities or instruments such as warrants or options to buy common stock at a certain
          exercise price, or options on a stock index. A simple example of a synthetic convertible security is the combination of a traditional corporate bond with a warrant to purchase equity securities of the issuer of the bond. The income-producing and
          convertible components of a synthetic convertible security may be issued separately by different issuers and at different times.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">Preferred Securities/Preferred Stock Risk</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Fund may invest in preferred stock, which represents the senior residual interest in the assets of an issuer after meeting all claims, with
          priority to corporate income and liquidation payments over the issuer&#8217;s common stock. As such, preferred stock is inherently more risky than the bonds and other debt instruments of the issuer, but less risky than its common stock. Preferred
          stocks may pay fixed or adjustable rates of return. Preferred stock is subject to issuer-specific and market risks applicable generally to equity securities. Certain preferred stocks contain provisions that allow an issuer under certain
          conditions to skip (in the case of &#8220;non-cumulative&#8221; preferred stocks) or defer (in the case of &#8220;cumulative&#8221; preferred stocks) dividend payments. Preferred stocks often contain provisions that allow for redemption in the event of certain tax or
          legal changes or at the issuer&#8217;s call. Preferred stocks typically do not provide any voting rights, except in cases when dividends are in arrears beyond a certain time period. There is no assurance that dividends on preferred stocks in which the
          Fund invests will be declared or otherwise made payable. If the Fund owns preferred stock that is deferring its distributions, the Fund may be required to report income for U.S. federal income tax purposes while it is not receiving cash payments
          corresponding to such income. When interest rates fall below the rate payable on an issue of preferred stock or for other reasons, the issuer may redeem the preferred stock, generally after an initial period of call protection in which the stock
          is not redeemable. Preferred stocks may be significantly less liquid than many other securities, such as U.S. Government securities, corporate debt and common stock. Preferred stock has properties of both an equity and a debt instrument and is
          generally considered a hybrid instrument.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">Foreign Securities Risk</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Fund may invest up to 30% of its total assets in issuers located outside the United States. Investing in foreign issuers may involve certain
          risks not typically associated with investing in securities of U.S. issuers due to increased exposure to foreign economic, political and legal developments, including favorable or unfavorable changes in currency exchange rates, exchange control
          regulations (including currency blockage), expropriation or nationalization of assets, imposition of withholding taxes on payments, and possible difficulty in obtaining and enforcing judgments against foreign entities. Furthermore, issuers of
          foreign securities and obligations are subject to different, often less comprehensive, accounting, reporting and disclosure requirements than domestic issuers. The securities and obligations of some foreign companies and foreign markets are less
          liquid and at times more volatile than comparable U.S. securities, obligations and markets. In addition, such investments are subject to other adverse diplomatic</font></div>
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      investments, which may include the imposition of economic or trade sanctions or other measures by the U.S. or other governments and supranational organizations or changes in trade policies. These developments may, among other things, limit the
      ability of the Fund to invest in certain securities or require the disposition of an investment. These risks may be more pronounced to the extent that the Fund invests a significant amount of its assets in companies located in one region and to the
      extent that the Fund invests in securities of issuers in emerging markets. The Fund may also invest in U.S. dollar-denominated Income Securities of foreign issuers, which are subject to many of the risks described above regarding Income Securities of
      foreign issuers denominated in foreign currencies.
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Investments in the securities of foreign issuers involve certain considerations and risks not ordinarily associated with investments in
          securities of domestic issuers. Investments in foreign securities are generally denominated in foreign currency. As a result, changes in the value of those currencies compared to the U.S. dollar may affect (positively or negatively) the value of
          the Fund&#8217;s investments. In addition, fluctuations in currency exchange fees and restrictions on costs associated with the exchange of currencies may adversely affect the value of the Fund&#8217;s investments. Foreign companies are not generally subject
          to uniform accounting, auditing and financial standards and requirements comparable to those applicable to U.S. companies. Foreign securities exchanges, brokers and listed companies may be subject to less government supervision and regulation
          that exists in the United States.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Dividend and interest income may be subject to withholding and other foreign taxes, which may adversely affect the net return on such
          investments. There may be difficulty in obtaining or enforcing a court judgment abroad. The governments of certain countries may prohibit or impose substantial restrictions on foreign investments in their capital markets or in certain industries.
          In addition, it may be difficult to effect repatriation of capital invested in certain countries. With respect to certain countries, there are risks of expropriation, confiscatory taxation, political or social instability or diplomatic
          developments that could affect assets of the Fund held in foreign countries.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">There may be less publicly available information about a foreign company than a U.S. company. Foreign securities markets may have substantially
          less volume than U.S. securities markets and some foreign company securities are less liquid than securities of otherwise comparable U.S. companies. Foreign markets may be more volatile than U.S. markets and offer less protection to investors.
          Foreign markets also have different clearance and settlement procedures that could cause the Fund to encounter difficulties in purchasing and selling securities on such markets and may result in the Fund missing attractive investment
          opportunities or experiencing a loss. In addition, a portfolio that includes foreign securities can expect to have a higher expense ratio because of the increased transaction costs on non-U.S. securities markets and the increased costs of
          maintaining the custody of foreign securities. Similar foreign investment risks may apply to futures contracts and other derivative instruments in which the Fund invests that trade on foreign exchanges. The value of derivative and other
          instruments denominated in or that pay revenues in foreign currencies may fluctuate based on changes in the value of those currencies relative to the U.S. dollar, and a decline in applicable foreign exchange rates could reduce the value of such
          instruments held by the Fund. Foreign settlement procedures also may involve additional risks.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">American depositary receipts (&#8220;ADRs&#8221;) are receipts issued by United States banks or trust companies in respect of securities of foreign issuers
          held on deposit for use in the United States securities markets. While ADRs may not necessarily be denominated in the same currency as the securities into which they may be converted, many of the risks associated with foreign securities may also
          apply to ADRs. In addition, the underlying issuers of certain depositary receipts, particularly unsponsored or unregistered depositary receipts, are under no obligation to distribute shareholder communications to the holders of such receipts, or
          to pass through to them any voting rights with respect to the deposited securities. These risks are heightened under the current conditions.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">Emerging Markets Risk</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">As noted above, the Fund may invest up to 30% of its total assets in issuers located outside the United States, which may include issuers which
          are located in countries considered to be emerging markets, and investments in such securities are considered speculative. Investing in securities in emerging markets generally entails greater risks of loss or deviation from the Fund&#8217;s investment
          objective than investing in securities in developed countries. Securities issued by governments or issuers in emerging market countries are more likely to have greater exposure to the risks of investing in foreign securities. These risks are
          elevated under current conditions and include: (i) less social, political and economic stability and potentially more volatile currency exchange rates; (ii) the small current size of the markets for such securities, limited access to investments
          in the event of market closures (including due to local holidays), and the currently low or nonexistent volume of trading, which result in a lack of liquidity, in greater price volatility, and/or</font></div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt;">106</div>
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      </div>
      <div><br>
      </div>
      <div style="margin-top: 12pt; margin-bottom: 12pt;">a higher risk of failed trades or other trading issues; (iii) certain national policies which may restrict the Fund&#8217;s investment opportunities, including restrictions on investment in issuers or
        industries deemed sensitive to national interests, and trade barriers; (iv) foreign taxation; (v) the absence of developed legal systems, including structures governing private or foreign investment or allowing for judicial redress (such as limits
        on rights and remedies available to the Fund) for investment losses and injury to private property; (vi) lower levels of government regulation, which could lead to market manipulation, and less extensive and transparent accounting, auditing,
        recordkeeping, financial reporting and other requirements which limit the quality and availability of financial information; (vii) high rates of inflation for prolonged periods and rapid interest rate changes; (viii) dependence on a few key trading
        partners and sensitivity to adverse political or social events affecting the region where an emerging market is located compared to developed market securities; and (ix) particular sensitivity to global economic conditions, including adverse
        effects stemming from recessions, depressions or other economic crises, or reliance on international or other forms of aid, including trade, taxation and development policies. Furthermore, foreign investors may be required to register the proceeds
        of sales and future economic or political crises could lead to price controls, forced mergers, expropriation or confiscatory taxation, seizure, nationalization or creation of government monopolies. The currencies of emerging market countries may
        experience significant declines against the U.S. dollar, and devaluation may occur subsequent to investments in these currencies by the Fund. Inflation and rapid fluctuations in inflation rates have had, and may continue to have, negative effects
        on the economies and securities markets of certain emerging market countries. Sovereign debt of emerging countries may be in default or present a greater risk of default, the risk of which is heightened given the current conditions. These risks are
        heightened for investments in frontier markets.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Sub-Adviser has broad discretion to identify countries that it considers to qualify as &#8220;emerging markets.&#8221; In determining whether a country
          is an emerging market, the Sub-Adviser may take into account specific or general factors that the Sub-Adviser deems to be relevant, including interest rates, inflation rates, exchange rates, monetary and fiscal policies, trade and current account
          balances and/or legal, social and political developments, as well as whether the country is considered to be emerging or developing by supranational organizations such as the World Bank, the United Nations or other similar entities. Emerging
          market countries generally will include countries with low gross national product per capita and the potential for rapid economic growth and are likely to be located in Africa, Asia, the Middle East, Eastern and Central Europe and Central and
          South America. In addition, the impact of the economic and public health crisis in emerging market countries may be greater due to their generally less established healthcare systems and capabilities with respect to fiscal and monetary policies,
          which may exacerbate other pre-existing political, social and economic risks.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">Foreign Currency Risk</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The value of securities denominated or quoted in foreign currencies may be adversely affected by fluctuations in the relative currency exchange
          rates and by exchange control regulations. The Fund&#8217;s investment performance may be negatively affected by a devaluation of a currency in which the Fund&#8217;s investments are denominated or quoted. Further, the Fund&#8217;s investment performance may be
          significantly affected, either positively or negatively, by currency exchange rates because the U.S. dollar value of securities denominated or quoted in another currency will increase or decrease in response to changes in the value of such
          currency in relation to the U.S. dollar. Finally, the Fund&#8217;s distributions are paid in U.S. dollars, and to the extent the Fund&#8217;s assets are denominated in currencies other than the U.S. dollar, there is a risk that the value of any distribution
          from such assets may decrease if the currency in which such assets or distributions are denominated falls in relation to the value of the U.S. dollar. The Fund currently intends to seek to hedge its exposures to foreign currencies but may, at the
          discretion of the Sub-Adviser, at any time limit or eliminate foreign currency hedging activity. To the extent the Fund does not hedge (or is unsuccessful in seeking to hedge) its foreign currency risk, the value of the Fund&#8217;s assets and income
          could be adversely affected by currency exchange rate movements. The Fund may also use foreign currency transactions to facilitate portfolio management and to earn income or enhance total return.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">Sovereign Debt Risk</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Investments in sovereign debt securities, such as foreign government debt or foreign treasury bills, involve special risks, including the
          availability of sufficient foreign exchange on the date a payment is due, the relative size of the debt service burden to the economy as a whole, the government debtor&#8217;s policy towards the International Monetary</font></div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt;">107</div>
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      </div>
      <br>
      <div style="margin-top: 12pt; margin-bottom: 12pt;">Fund or international lenders, the political constraints to which the debtor may be subject and other political considerations. Periods of economic and political uncertainty may result in the
        illiquidity and increased price volatility of sovereign debt securities held by the Fund. The governmental authority that controls the repayment of sovereign debt may be unwilling or unable to repay the principal and/or interest when due in
        accordance with the terms of such securities due to the extent of its foreign reserves. If an issuer of sovereign debt defaults on payments of principal and/or interest, the Fund may have limited or no legal recourse against the issuer and/or
        guarantor. In certain cases, remedies must be pursued in the courts of the defaulting party itself. For example, there may be no bankruptcy or similar proceedings through which all or part of the sovereign debt that a governmental entity has not
        repaid may be collected. There can be no assurance that the holders of commercial bank loans to the same sovereign entity may not contest payments to the holders of sovereign debt in the event of default under commercial bank loan agreements.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Certain issuers of sovereign debt may be dependent on disbursements from foreign governments, multilateral agencies and others abroad to reduce
          principal and interest arrearages on their debt. Such disbursements may be conditioned upon a debtor&#8217;s implementation of economic reforms and/or economic performance and the timely service of such debtor&#8217;s obligations. A failure on the part of
          the debtor to implement such reforms, achieve such levels of economic performance or repay principal or interest when due may result in the cancellation of such third parties&#8217; commitments to lend funds to the debtor, which may impair the debtor&#8217;s
          ability to service its debts on a timely basis. Foreign investment in certain sovereign debt is restricted or controlled to varying degrees, including requiring governmental approval for the repatriation of income, capital or proceeds of sales by
          foreign investors.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">These restrictions or controls may at times limit or preclude foreign investment in certain sovereign debt and increase the costs and expenses of
          the Fund.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">As a holder of sovereign debt, the Fund may be requested to participate in the restructuring of such sovereign indebtedness, including the
          rescheduling of payments and the extension of further loans to debtors, which may adversely affect the Fund. There can be no assurance that such restructuring will result in the repayment of all or part of the debt. Sovereign debt risk is
          increased for emerging market issuers and certain emerging market countries have declared moratoria on the payment of principal and interest on external debt. Certain emerging market countries have experienced difficulty in servicing their
          sovereign debt on a timely basis, which has led to defaults and the restructuring of certain indebtedness.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Fund may also invest in securities or other obligations issued or backed by supranational organizations, which are international
          organizations that are designated or supported by government entities or banking institutions typically to promote economic reconstruction or development. These obligations are subject to the risk that the government(s) on whose support the
          organization depends may be unable or unwilling to provide the necessary support. With respect to both sovereign and supranational obligations, the Fund may have little recourse against the foreign government or supranational organization that
          issues or backs the obligation in the event of default. These obligations may be denominated in foreign currencies and the prices of these obligations may be more volatile than corporate debt obligations.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">Common Equity Securities Risk</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Fund may invest up to 50% of its total assets in Common Equity Securities. An adverse event, such as an unfavorable earnings report, may
          depress the value of a particular common stock held by the Fund. Also, the prices of equity securities are sensitive to general movements in the stock market, so a drop in the stock market may depress the prices of equity securities to which the
          Fund has exposure. Common Equity Securities&#8217; prices fluctuate for a number of reasons, including changes in investors&#8217; perceptions of the financial condition of an issuer, the general condition of the relevant stock market, and broader domestic
          and international political and economic events. The prices of Common Equity Securities may also decline due to factors which affect a particular industry or industries, such as labor shortages or increased production costs and competitive
          conditions within an industry. The value of a particular common stock held by the Fund may decline for a number of other reasons which directly relate to the issuer, such as management performance, leverage, the issuer&#8217;s historical and
          prospective earnings, the value of its assets and reduced demand for its goods and services. In addition, common stock prices may be particularly sensitive to rising interest rates, as the cost of capital rises and borrowing costs increase. At
          times, stock markets can be volatile and stock prices can change substantially and suddenly. While broad market measures of Common Equity Securities have historically generated higher average</font><font style="font-size: 10pt;"> returns than </font></div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt;">108</div>
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      </div>
      <br>
      <div style="margin-top: 12pt; margin-bottom: 12pt;">Income Securities, Common Equity Securities have also experienced significantly more volatility in those returns. Common Equity Securities in which the Fund may invest are structurally subordinated
        to preferred stock, bonds and other debt instruments in a company&#8217;s capital structure in terms of priority to corporate income and are therefore inherently more risky than preferred stock or debt instruments of such issuers. Dividends on Common
        Equity Securities which the Fund may hold are not fixed but are declared at the discretion of the issuer&#8217;s board of directors. There is no guarantee that the issuers of the Common Equity Securities in which the Fund invests will declare dividends
        in the future or that, if declared, they will remain at current levels or increase over time.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">New Issues Risk</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">&#8220;New Issues&#8221; are initial public offerings (&#8220;IPOs&#8221;) of U.S. equity securities. There is no assurance that the Fund will have access to profitable
          IPOs, and therefore investors should not rely on any potential gains from IPOs as an indication of future performance of the Fund. The investment performance of the Fund during periods when it is unable to invest significantly or at all in IPOs
          may be lower than during periods when the Fund is able to do so. 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 Fund 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 Fund to buy or sell significant amounts of shares.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">Risks Associated with the Fund&#8217;s Covered Call Option Strategy and Put Options</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The ability of the Fund to achieve its investment objective is partially dependent on the successful implementation of its Covered Call Option
          Strategy. There are significant differences between the securities and options markets that could result in an imperfect correlation between these markets, causing a given transaction not to achieve its objectives. A decision as to whether, when
          and how to use options involves the exercise of skill and judgment, and even a well-conceived transaction may be unsuccessful to some degree because of market behavior or unexpected events.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Fund may write call options on individual securities, securities indices, ETFs and baskets of securities. The buyer of an option acquires the
          right, but not the obligation, to buy (a call option) or sell (a put option) a certain quantity of a security (the underlying security) or instrument, including a futures contract or swap, at a certain price up to a specified point in time or on
          expiration, depending on the terms. The seller or writer of an option is obligated to sell (a call option) or buy (a put option) the underlying instrument upon exercise of the option. A call option is &#8220;covered&#8221; if the Fund owns the security or
          instrument underlying the call or has an absolute right to acquire the security or instrument without additional cash consideration (or, if additional cash consideration is required under current regulatory requirements, cash or cash equivalents
          in such amount are segregated by the Fund&#8217;s custodian or earmarked on the Fund&#8217;s books and records). A call option is also covered if the Fund holds a call on the same security as the call written where the exercise price of the call held is (i)
          equal to or less than the exercise price of the call written, or (ii) greater than the exercise price of the call written, provided the difference is maintained by the Fund in segregated assets determined to be liquid by the Sub-Adviser as
          described above. As a seller of covered call options, the Fund faces the risk that it will forgo the opportunity to profit from increases in the market value of the security or instrument covering the call option during an option&#8217;s life. As the
          Fund writes covered calls over more of its portfolio, its ability to benefit from capital appreciation becomes more limited. For certain types of options, the writer of the option will have no control over the time when it may be required to
          fulfill its obligation under the option.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">There can be no assurance that a liquid market will exist if and when the Fund seeks to close out an option position. Once an option writer has
          received an exercise notice, it cannot effect a closing purchase transaction in order to terminate its obligation under the option and must deliver the underlying security or instrument at the exercise price.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Fund may purchase and write exchange-listed and OTC options. Options written by the Fund with respect to non-U.S. securities, indices or
          sectors and other instruments generally will be OTC options. OTC options differ from</font></div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt;">109</div>
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      <br>
      <div style="margin-top: 12pt; margin-bottom: 12pt;">exchange-listed options in several respects. They are transacted directly with the dealers and not with a clearing corporation, and therefore entail the risk of non-performance by the dealer. OTC
        options are available for a greater variety of securities and for a wider range of expiration dates and exercise prices than are available for exchange-traded options. Because OTC options are not traded on an exchange, pricing is done normally by
        reference to information from a market maker. OTC options are subject to heightened counterparty, credit, liquidity and valuation risks. The Fund&#8217;s ability to terminate OTC options is more limited than with exchange-traded options and may involve
        the risk that broker-dealers participating in such transactions will not fulfill their obligations. The hours of trading for options may not conform to the hours during which the underlying securities are traded. The Fund&#8217;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.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Fund may also purchase put options and write covered put options. A put option written by the Fund on a security is &#8220;covered&#8221; if the Fund
          segregates or earmarks assets determined to be liquid by the Sub-Adviser, in accordance with the procedures established by the Board, equal to the exercise price. A put option is also covered if the Fund holds a put on the same security as the
          put written where the exercise price of the put held is (i) equal to or greater than the exercise price of the put written, or (ii) less than the exercise price of the put written, provided the difference is maintained by the Fund in segregated
          or earmarked assets determined to be liquid by the Sub-Adviser, as described above. As a seller of covered put options, the Fund bears the risk of loss if the value of the underlying security or instrument declines below the exercise price minus
          the put premium. If the option is exercised, the Fund could incur a loss if it is required to purchase the security or instrument underlying the put option at a price greater than the market price of the security or instrument at the time of
          exercise plus the put premium the Fund received when it wrote the option. The Fund&#8217;s potential gain in writing a covered put option is limited to distributions earned on the liquid assets securing the put option plus the premium received from the
          purchaser of the put option; however, the Fund risks a loss equal to the entire exercise price of the option minus the put premium.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">Risks of Real Property Asset Companies</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Fund may invest in Income Securities and Common Equity Securities issued by Real Property Asset Companies.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt; font-style: italic;">Real Estate Risks.&#160;</font><font style="font-size: 10pt;">Because of the Fund&#8217;s ability to make indirect investments in real
          estate and in the securities of companies in the real estate industry, it is subject to risks associated with the direct ownership of real estate. These risks include:</font></div>
      <div>
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            <tr>
              <td style="width: 36pt; vertical-align: top;">
                <div style="margin-left: 18pt; font-family: Symbol,serif; font-size: 14pt;">&#8226;</div>
              </td>
              <td style="width: auto; vertical-align: middle;">
                <div>declines in the value of real estate;</div>
              </td>
            </tr>

        </table>
      </div>
      <div>
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            <tr>
              <td style="width: 36pt; vertical-align: top;">
                <div style="margin-left: 18pt; font-family: Symbol,serif; font-size: 14pt;">&#8226;</div>
              </td>
              <td style="width: auto; vertical-align: middle;">
                <div>general and local economic conditions;</div>
              </td>
            </tr>

        </table>
      </div>
      <div>
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            <tr>
              <td style="width: 36pt; vertical-align: top;">
                <div style="margin-left: 18pt; font-family: Symbol,serif; font-size: 14pt;">&#8226;</div>
              </td>
              <td style="width: auto; vertical-align: middle;">
                <div>unavailability of mortgage funds;</div>
              </td>
            </tr>

        </table>
      </div>
      <div>
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            <tr>
              <td style="width: 36pt; vertical-align: top;">
                <div style="margin-left: 18pt; font-family: Symbol,serif; font-size: 14pt;">&#8226;</div>
              </td>
              <td style="width: auto; vertical-align: middle;">
                <div>overbuilding;</div>
              </td>
            </tr>

        </table>
      </div>
      <div>
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            <tr>
              <td style="width: 36pt; vertical-align: top;">
                <div style="margin-left: 18pt; font-family: Symbol,serif; font-size: 14pt;">&#8226;</div>
              </td>
              <td style="width: auto; vertical-align: middle;">
                <div>extended vacancies of properties;</div>
              </td>
            </tr>

        </table>
      </div>
      <div>
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            <tr>
              <td style="width: 36pt; vertical-align: top;">
                <div style="margin-left: 18pt; font-family: Symbol,serif; font-size: 14pt;">&#8226;</div>
              </td>
              <td style="width: auto; vertical-align: middle;">
                <div>increased competition;</div>
              </td>
            </tr>

        </table>
      </div>
      <div>
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            <tr>
              <td style="width: 36pt; vertical-align: top;">
                <div style="margin-left: 18pt; font-family: Symbol,serif; font-size: 14pt;">&#8226;</div>
              </td>
              <td style="width: auto; vertical-align: middle;">
                <div>increases in property taxes and operating expenses;</div>
              </td>
            </tr>

        </table>
      </div>
      <div>
        <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: rgb(0, 0, 0);" class="DSPFListTable" id="z8497466ce44546e4b59c44a2cd68cf48">

            <tr>
              <td style="width: 36pt; vertical-align: top;">
                <div style="margin-left: 18pt; font-family: Symbol,serif; font-size: 14pt;">&#8226;</div>
              </td>
              <td style="width: auto; vertical-align: middle;">
                <div>changes in zoning laws;</div>
              </td>
            </tr>

        </table>
      </div>
      <div>
        <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: rgb(0, 0, 0);" class="DSPFListTable" id="z4d6c60825eb24e7095c3142ad4ee5069">

            <tr>
              <td style="width: 36pt; vertical-align: top;">
                <div style="margin-left: 18pt; font-family: Symbol,serif; font-size: 14pt;">&#8226;</div>
              </td>
              <td style="width: auto; vertical-align: middle;">
                <div>losses due to costs of cleaning up environmental problems and contamination;</div>
              </td>
            </tr>

        </table>
      </div>
      <div>
        <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: rgb(0, 0, 0);" class="DSPFListTable" id="zcddee63dc5d24cf88883bc2eac27ee9b">

            <tr>
              <td style="width: 36pt; vertical-align: top;">
                <div style="margin-left: 18pt; font-family: Symbol,serif; font-size: 14pt;">&#8226;</div>
              </td>
              <td style="width: auto; vertical-align: middle;">
                <div>limitations on, or unavailability of, insurance on economic terms;</div>
              </td>
            </tr>

        </table>
      </div>
      <div>
        <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: rgb(0, 0, 0);" class="DSPFListTable" id="z7d07e58036b7452b91a70630d8085957">

            <tr>
              <td style="width: 36pt; vertical-align: top;">
                <div style="margin-left: 18pt; font-family: Symbol,serif; font-size: 14pt;">&#8226;</div>
              </td>
              <td style="width: auto; vertical-align: middle;">
                <div>liability to third parties for damages resulting from environmental problems;</div>
              </td>
            </tr>

        </table>
      </div>
      <div>
        <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: rgb(0, 0, 0);" class="DSPFListTable" id="z568cdd5cd1df46219564bd38f444301f">

            <tr>
              <td style="width: 36pt; vertical-align: top;">
                <div style="margin-left: 18pt; font-family: Symbol,serif; font-size: 14pt;">&#8226;</div>
              </td>
              <td style="width: auto; vertical-align: middle;">
                <div>casualty or condemnation losses;</div>
              </td>
            </tr>

        </table>
      </div>
      <div>
        <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: rgb(0, 0, 0);" class="DSPFListTable" id="z4fbda8d629e44183a0aa2e5f100eb179">

            <tr>
              <td style="width: 36pt; vertical-align: top;">
                <div style="margin-left: 18pt; font-family: Symbol,serif; font-size: 14pt;">&#8226;</div>
              </td>
              <td style="width: auto; vertical-align: middle;">
                <div>limitations on rents;</div>
              </td>
            </tr>

        </table>
      </div>
      <div>
        <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: rgb(0, 0, 0);" class="DSPFListTable" id="z0efcc1f328604cc298e8e243fcf06a1d">

            <tr>
              <td style="width: 36pt; vertical-align: top;">
                <div style="margin-left: 18pt; font-family: Symbol,serif; font-size: 14pt;">&#8226;</div>
              </td>
              <td style="width: auto; vertical-align: middle;">
                <div>changes in neighborhood values and the appeal of properties to tenants;</div>
              </td>
            </tr>

        </table>
      </div>
      <div>
        <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: rgb(0, 0, 0);" class="DSPFListTable" id="z79f652e29c40438b94b5ec7cd1c80b6d">

            <tr>
              <td style="width: 36pt; vertical-align: top;">
                <div style="margin-left: 18pt; font-size: 14pt;">&#8226;</div>
              </td>
              <td style="width: auto; vertical-align: middle;">
                <div style="font-size: 14pt;"><font style="font-size: 10pt;">changes in valuation due to the impact of terrorist incidents on a particular property or area, or on a segment of</font>&#160;<font style="font-size: 10pt;">the economy; and</font></div>
              </td>
            </tr>

        </table>
      </div>
      <div>
        <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: rgb(0, 0, 0);" class="DSPFListTable" id="z158fe39d6cd747a4be7afedf13ff24d0">

            <tr>
              <td style="width: 36pt; vertical-align: top;">
                <div style="margin-left: 18pt; font-family: Symbol,serif; font-size: 14pt;">&#8226;</div>
              </td>
              <td style="width: auto; vertical-align: middle;">
                <div>changes in interest rates.</div>
              </td>
            </tr>

        </table>
      </div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; text-align: center;">110</div>
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      </div>
      <br>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">Energy Companies Risk</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt;">Energy Companies are subject to certain risks, including, but not limited to, the following:</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;"><u>Catastrophic Event Risk.&#160;</u></font><font style="font-size: 10pt;">Energy companies are subject to many dangers inherent in the production,
          exploration, management, transportation, processing and distribution of natural gas, natural gas liquids, crude oil, refined petroleum and petroleum products and other hydrocarbons. These dangers include leaks, fires, explosions, damage to
          facilities and equipment resulting from natural disasters, inadvertent damage to facilities and equipment, cyber-attacks and terrorist acts. These dangers give rise to risks of substantial losses as a result of loss or destruction of commodity
          reserves; damage to or destruction of property, facilities and equipment; pollution and environmental damage; and personal injury or loss of life and could adversely affect such companies&#8217; financial conditions and ability to pay distributions to
          shareholders.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;"><u>Energy Commodity Price Risk.&#160;</u></font><font style="font-size: 10pt;">Energy companies may be adversely affected by fluctuations in the
          prices of energy commodities and by the levels of supply and demand for energy commodities.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;"><u>Energy Sector Regulatory Risk.&#160;</u></font><font style="font-size: 10pt;">Energy companies are subject to significant regulation of nearly
          every aspect of their operations by federal, state and local governmental agencies. Stricter laws or regulations or stricter enforcement policies with respect to existing regulations would likely increase the costs of regulatory compliance and
          could have an adverse effect on the financial performance of energy companies.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;"><u>Industry-Specific Risk.&#160;</u></font><font style="font-size: 10pt;">The energy sector involves a number of industry-specific risks including
          cyclical industry risk, fracturing risk, independent contractor risk, and oil price volatility risk. The energy industry is cyclical and from time to time may experience a shortage of drilling rigs, equipment, supplies, or qualified personnel, or
          due to significant demand, such services may not be available on commercially reasonable terms. Independent contractors are typically used in operations in the energy industry and there is a risk that such contractors will not operate in
          accordance with its own safety standards or other policies. In addition, pipeline companies are subject to the demand for natural gas, natural gas liquids, crude oil or refined products in the markets they serve, changes in the availability of
          products for gathering, transportation, processing or sale.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">Natural Resources and Commodities Risks</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Because of the Fund&#8217;s ability to make indirect investments in natural resources and physical commodities, and in Real Property Asset Companies
          engaged in oil and gas exploration and production, gold and other precious metals, steel and iron ore production, energy services, forest products, chemicals, coal, alternative energy sources and environmental services, as well as related
          transportation companies and equipment manufacturers, the Fund is subject to risks associated with special risks, which include:</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 18pt;"><u>Supply and Demand Risk.&#160;</u>A decrease in the production of a physical commodity or a decrease in the volume of such commodity available for transportation, mining, processing,
        storage or distribution may adversely impact the financial performance of an energy, natural resources, basic materials or an associated company that devotes a portion of its business to that commodity. Production declines and volume decreases
        could be caused by various factors, including catastrophic events affecting production, depletion of resources, labor difficulties, environmental proceedings, increased regulations, equipment failures and unexpected maintenance problems, import
        supply disruption, governmental expropriation, political upheaval or conflicts or increased competition from alternative energy sources or commodity prices. Alternatively, a sustained decline in demand for such commodities could also adversely
        affect the financial performance of energy, natural resources, basic materials or associated companies. Factors that could lead to a decline in demand include economic recession or other adverse economic conditions, higher taxes on commodities or
        increased governmental regulations, increases in fuel economy, consumer shifts to the use of alternative commodities or fuel sources, changes in commodity prices, or weather.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 18pt;"><u>Depletion and Exploration Risk.&#160;</u>Many energy, natural resources, basic materials and associated companies are engaged in the production of one or more physical commodities
        or are engaged in transporting, storing, distributing and processing these items on behalf of shippers. To maintain or grow their revenues, these companies or their customers need to maintain or expand their reserves through exploration of new
        sources of supply, through the development of existing sources, through acquisitions or through long-term contracts to acquire reserves. The financial performance of energy, natural resources, basic materials and associated</div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt;">111</div>
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      </div>
      <div style="font-size: 14pt;">&#160;</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 18pt;">companies may be adversely affected if they, or the companies to whom they provide the service, are unable to cost-effectively acquire additional reserves sufficient to replace
        the natural decline.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 18pt;"><u>Operational and Geological Risk.&#160;</u>Energy, natural resources, basic materials companies and associated companies are subject to specific operational and geological risks in
        addition to normal business and management risks. Some examples of operational risks include mine rock falls, underground explosions and pit wall failures. Geological risk would include faulting of the ore body and misinterpretation of geotechnical
        data.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 18pt;"><u>Regulatory Risk.&#160;</u>Energy, natural resources, basic materials and associated companies are subject to significant federal, state and local government regulation in virtually
        every aspect of their operations, including how facilities are constructed, maintained and operated, environmental and safety controls, and the prices they may charge for the products and services they provide. Various governmental authorities have
        the power to enforce compliance with these regulations and the permits issued under them, and violators are subject to administrative, civil and criminal penalties, including civil fines, injunctions or both. Stricter laws, regulations or
        enforcement policies could be enacted in the future which would likely increase compliance costs and may adversely affect the operations and financial performance of energy, natural resources and basic materials companies.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 18pt;"><u>Commodity Pricing Risk.&#160;</u>The operations and financial performance of energy, natural resources and basic materials companies may be directly affected by commodity prices,
        especially those energy, natural resources, basic materials and associated companies that own the underlying commodity. Commodity prices fluctuate for several reasons, including changes in market and economic conditions, the impact of weather on
        demand, levels of domestic production and imported commodities, energy conservation, domestic and foreign governmental regulation and taxation, the availability of local, intrastate and interstate transportation systems, governmental expropriation
        and political upheaval and conflicts. Volatility of commodity prices, which may lead to a reduction in production or supply, may also negatively impact the performance of energy, natural resources, basic materials and associated companies that are
        solely involved in the transportation, processing, storing, distribution or marketing of commodities. Volatility of commodity prices may also make it more difficult for energy, natural resources, basic materials and associated companies to raise
        capital to the extent the market perceives that their performance may be directly or indirectly tied to commodity prices.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 18pt;"><u>Precious Metals Pricing Risk.&#160;</u>The Fund may invest in companies that have a material exposure to precious metals, such as gold, silver and platinum and precious metals
        related instruments and securities. The price of precious metals can fluctuate widely and is affected by numerous factors beyond the Fund&#8217;s control including: global or regional political, economic or financial events and situations; investors&#8217;
        expectations with respect to the future rates of inflation and movements in world equity, financial and property markets; global supply and demand for specific precious metals, which is influenced by such factors as mine production and net forward
        selling activities by precious metals producers, central bank purchases and sales, jewelry demand and the supply of recycled jewelry, net investment demand and industrial demand, net of recycling; interest rates and currency exchange rates,
        particularly the strength of and confidence in the U.S. dollar; and investment and trading activities of hedge funds, commodity funds and other speculators. The Fund does not intend to hold physical precious metals. See &#8220;Risks&#8212;Risks of Real
        Property Asset Companies.&#8221;</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">Risks of Personal Property Asset Companies</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Fund may invest in Income Securities and Common Equity Securities issued by Personal Property Asset Companies. Personal (as opposed to real)
          property includes any tangible, movable property or asset. The Fund will typically seek to invest in Income Securities and Common Equity Securities of Personal Property Asset Companies that are associated with personal property assets with
          investment performance that is not highly correlated with traditional market indexes, such as special situation transportation assets (e.g., railcars, airplanes and ships) and collectibles (e.g., antiques, wine and fine art).</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 18pt;"><font style="font-style: italic;">Special Situation Transportation Assets Risks.&#160;</font>The risks of special situation transportation assets include:</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 18pt;"><u>Cyclicality of Supply and Demand for Transportation Assets Risk.&#160;</u>The transportation asset leasing and sales industry has periodically experienced cycles of oversupply and
        undersupply of railcars, aircraft and ships. The oversupply of a specific type of transportation asset in the market is likely to depress the values of that type of transportation asset. The supply and demand of transportation assets is affected by
        various cyclical factors that are not under the Fund&#8217;s control, including: (i) passenger and cargo demand; (ii) commercial demand for certain</div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt;">112</div>
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      <div id="DSPFPageBreak" style="page-break-after: always;">
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    </div>
    <div><br>
      <br>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 18pt;">types of transportation assets, (iii) fuel costs and general economic conditions affecting lessees&#8217; operations; (iv) government regulation, including operating restrictions; (v)
        interest rates; (vi) the availability of credit; (vii) manufacturer production level; (viii) retirement and obsolescence of certain classes of transportation assets; (ix) re-introduction into service of transportation assets previously in storage;
        and (x) traffic control infrastructure constraints.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 18pt;"><u>Risk of Decline in Value of Transportation Assets and Rental Values.&#160;</u>In addition to factors linked to the railway, aviation and shipping industries, other factors that may
        affect the value of transportation assets, and thus of the Personal Property Asset Companies in which the Fund invests, include: (i) manufacturers merging or exiting the industry or ceasing to produce specific types of transportation asset; (ii)
        the particular maintenance and operating history of the transportation assets; (iii) the number of operators using that type of transportation asset; (iv) whether the railcar, aircraft or ship is subject to a lease; (v) any regulatory and legal
        requirements that must be satisfied before the transportation asset can be operated, sold or re-leased, (vi) compatibility of parts and layout of the transportation asset among operators of particular asset; and (vii) any renegotiation of a lease
        on less favorable terms.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 18pt;"><u>Technological Risks.&#160;</u>The availability for sale or lease of new, technologically advanced transportation assets and the imposition of stringent noise, emissions or
        environmental regulations may make certain types of transportation assets less desirable in the marketplace and therefore may adversely affect the owners&#8217; ability to lease or sell such transportation assets. Consequently, the owner will have to
        lease or sell many of the transportation assets close to the end of their useful economic life. The owners&#8217; ability to manage these technological risks by modifying or selling transportation assets will likely be limited.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 18pt;"><u>Risks Relating to Leases of Transportation Assets.&#160;</u>Owner/lessors of transportation assets will typically require lessees of assets to maintain customary and appropriate
        insurance. There can be no assurance that the lessees&#8217; insurance will cover all types of claims that may be asserted against the owner, which could adversely affect the value of the Fund&#8217;s investment in the Personal Property Asset Company owning
        such transportation asset. Personal Property Asset Companies will be subject to credit risk of the lessees&#8217; ability to the provisions of the lease of the transportation asset. The Personal Property Asset Company will need to release or sell
        transportation assets as the current leases expire in order to continue to generate revenues. The ability to re-lease or sell transportation assets will depend on general market and competitive conditions. Some of the competitors of the Personal
        Property Asset Company may have greater access to financial resources and may have greater operational flexibility. If the Personal Property Asset Company is not able to re-lease a transportation asset, it may need to attempt to sell the aircraft
        to provide funds for its investors, including the Fund.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 18pt;"><font style="font-style: italic;">Collectible Assets Risks.&#160;</font>The risks of collectible assets include:</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 18pt;"><u>Valuation of Collectible Assets Risk.&#160;</u>The market for collectible assets as a financial investment is in the early stages of development. Collectible assets are typically
        bought and sold through auction houses, and estimates of prices of collectible assets at auction are imprecise. Accordingly, collectible assets are difficult to value.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 18pt;"><u>Liquidity of Collectible Assets Risk.&#160;</u>There are relatively few auction houses in comparison to brokers and dealers of traditional financial assets. The ability to sell
        collectible assets is dependent on the demand for particular classes of collectible assets, which demand has been volatile and erratic in the past. There is no assurance that collectible assets can be sold within a particular timeframe or at the
        price at which such collectible assets are valued, which may impair the ability of the Fund to realize full value of Personal Property Asset Companies in the event of the need to liquidate such assets.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 18pt;"><u>Authenticity of Collectible Assets Risk.&#160;</u>The value of collectible assets often depends on its rarity or scarcity, or of its attribution as the product of a particular
        artisan. Collectible Assets are subject to forgery and to the inabilities to assess the authenticity of the collectible asset, which may significantly impair the value of the collectible asset.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; margin-left: 18pt;"><u>High Transaction and Related Costs Risk.&#160;</u>Collectible assets are typically bought and sold through auction houses, which typically charge commissions to the purchaser and to
        the seller which may exceed 20% of the sale price of the collectible asset. In addition, holding collectible assets entails storage and insurance costs, which may be substantial.</div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt;">113</div>
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      </div>
      <div><br>
        <br>
      </div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">Private Securities Risk</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Fund may invest in privately issued securities of both public and private companies. Private Securities have additional risk considerations
          than investments in comparable public investments. Whenever the Fund invests in companies that do not publicly report financial and other material information, it assumes a greater degree of investment risk and reliance upon the Sub-Adviser&#8217;s
          ability to obtain and evaluate applicable information concerning such companies&#8217; creditworthiness and other investment considerations. Certain Private Securities may be illiquid. Because there is often no readily available trading market for
          Private Securities, the Fund may not be able to readily dispose of such investments at prices that approximate those at which the Fund could sell them if they were more widely traded. Private Securities are also more difficult to value. Valuation
          may require more research, and elements of judgment may play a greater role in the valuation of Private Securities as compared to public securities because there is less reliable objective data available. Private Securities that are debt
          securities generally are of below-investment grade quality, frequently are unrated and present many of the same risks as investing in below-investment grade public debt securities. Investing in private debt instruments is a highly specialized
          investment practice that depends more heavily on independent credit analysis than investments in other types of obligations.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">Risks Associated with Private Company Investments</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">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 Sub-Adviser may not have timely or accurate information about the business, financial condition
          and results of operations of the private companies in which the Fund invests. There is risk that the Fund may invest on the basis of incomplete or inaccurate information, which may adversely affect the Fund&#8217;s investment performance. Private
          companies in which the Fund 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&#8217; actions and market conditions, as well as general economic downturns.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="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 Fund&#8217;s investment also may be structured as pay-in-kind
          securities with minimal or no cash interest or dividends until the company meets certain growth and liquidity objectives.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="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 Fund 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 Fund will be able to realize the value of private company investments in a timely
          manner, and these investments are subject to heightened valuation risks.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">Late-Stage Private Companies Risk</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">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 Fund may not
          be able to sell such investments when the Sub-Adviser 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&#8217;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 Fund from selling its shares of these companies for a period of time. 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 issues shares in an IPO, IPOs are risky and
          volatile and may cause the value of the Fund&#8217;s investment to decrease significantly.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">Investment Funds Risk</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Fund may also obtain investment exposure to Income Securities and Common Equity Securities by investing up to 30% of its total assets in
          Investment Funds. These investments include open-end funds, closed-end funds, ETFs</font></div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt;">114</div>
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      <div style="margin-top: 12pt; margin-bottom: 12pt;">and business development companies as well as other pooled investment vehicles. Investments in Investment Funds present certain special considerations and risks not present in making direct
        investments in Income Securities and Common Equity Securities. Investments in Investment Funds subject the Fund to the risks affecting such Investment Funds and involve operating expenses and fees that are in addition to the expenses and fees borne
        of the Fund. Such expenses and fees attributable to the Fund&#8217;s investment in another Investment Fund are borne indirectly by Common Shareholders. Accordingly, investment in such entities involves expenses and fees at both levels. Fees and expenses
        borne of other Investment Funds in which the Fund invests may be similar to the fees and expenses borne by the Fund and can include asset-based management fees and administrative fees payable to such entities&#8217; advisers and managers, as well as
        other expenses borne by such entities, thus resulting in fees and expenses at both levels. Fees and expenses borne by other Investment Funds in which the Fund invests may be similar to the fees and expenses borne by the Fund and can include
        asset-based management fees and administrative fees payable to such entities&#8217; advisers and managers, as well as other expenses borne by such entities, thus resulting in fees and expenses at both levels. To the extent management fees of Investment
        Funds are based on total gross assets, it may create an incentive for such entities&#8217; managers to employ Financial Leverage, thereby adding additional expense and increasing volatility and risk (including the Fund&#8217;s overall exposure to Financial
        Leverage risk). Fees payable to advisers and managers of Investment Funds may include performance-based incentive fees calculated as a percentage of profits. Such incentive fees directly reduce the return that otherwise would have been earned by
        investors over the applicable period. Fees payable to advisers and managers of Investment Funds may include performance-based incentive fees calculated as a percentage of profits. Such incentive fees directly reduce the return that otherwise would
        have been earned by investors over the applicable period. A performance-based fee arrangement may create incentives for an adviser or manager to take greater investment risks in the hope of earning a higher profit participation.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Investments in Investment Funds frequently expose the Fund to an additional layer of leverage. Investments in Investment Funds expose the Fund to
          additional management risk. The success of the Fund&#8217;s investments in Investment Funds will depend in large part on the investment skills and implementation abilities of the advisers or managers of such entities. Decisions made by the advisers or
          managers of such entities may cause the Fund to incur losses or to miss profit opportunities. While the Sub-Adviser will seek to evaluate managers of Investment Funds and where possible independently evaluate the underlying assets, a substantial
          degree of reliance on such entities&#8217; managers is nevertheless present with such investments.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">In October 2020, the SEC adopted certain regulatory changes and took other actions related to the ability of an investment company to invest in
          another investment company (which, in certain instances, may also limit a fund&#8217;s ability to invest in certain types of structured finance vehicles) with a compliance date in January 2022. These changes include, among other things, amendments to
          Rule 12d1-1, the rescission of Rule 12d1-2, the adoption of Rule 12d1-4, and the rescission of certain exemptive relief issued by the SEC permitting such investments in excess of statutory limits and the withdrawal of certain related SEC staff
          no-action letters. These changes and actions may adversely impact the Fund&#8217;s investment strategies and operations, as well as those of the underlying investment vehicles in which the Fund invests or other funds that invest in the Fund.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">Synthetic Investments Risk</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">As an alternative to holding investments directly, the Fund may also obtain investment exposure to Income Securities and Common Equity Securities
          through the use of customized derivative instruments (including swaps, options, forwards, notional principal contracts or other financial instruments) to replicate, modify or replace the economic attributes associated with an investment in Income
          Securities and Common Equity Securities (including interests in Investment Funds). The Fund may be exposed to certain additional risks to the extent the Sub-Adviser uses derivatives as a means to synthetically implement the Fund&#8217;s investment
          strategies. If the Fund enters into a derivative instrument whereby it agrees to receive the return of a security or financial instrument or a basket of securities or financial instruments, it will typically contract to receive such returns for a
          predetermined period of time. During such period, the Fund may not have the ability to increase or decrease its exposure. In addition, such customized derivative instruments will likely be highly illiquid, and it is possible that the Fund will
          not be able to terminate such derivative instruments prior to their expiration date or that the penalties associated with such a termination might impact the Fund&#8217;s performance in a material adverse manner. Furthermore, certain derivative
          instruments contain provisions giving the counterparty the right to terminate the contract upon the occurrence of certain events. Such events may include a decline in the value of the reference securities and material violations of the terms of
          the contract or the portfolio guidelines as well as other events determined by the counterparty. If a termination were to occur, the Fund&#8217;s</font></div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt;">115</div>
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      <br>
      <div style="margin-top: 12pt; margin-bottom: 12pt;">return could be adversely affected as it would lose the benefit of the indirect exposure to the reference securities and it may incur significant termination expenses.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">In the event the Fund seeks to participate in Investment Funds (including Private Investment Funds) through the use of such synthetic derivative
          instruments, the Fund will not acquire any voting interests or other shareholder rights that would be acquired with a direct investment in the underlying Investment Fund. Accordingly, the Fund will not participate in matters submitted to a vote
          of the shareholders. In addition, the Fund may not receive all of the information and reports to shareholders that the Fund would receive with a direct investment in such Investment Fund.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Further, the Fund will pay the counterparty to any such customized derivative instrument structuring fees and ongoing transaction fees, which
          will reduce the investment performance of the Fund. Finally, certain tax aspects of such customized derivative instruments are uncertain and a Common Shareholder&#8217;s return could be adversely affected by an adverse tax ruling.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">Inflation/Deflation Risk</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Inflation risk is the risk that the value of assets or income from investments will be worth less in the future as inflation decreases the
          purchasing power and value of money. As inflation increases, the real value of the Common Shares and distributions can decline. Inflation rates may change frequently and significantly as a result of various factors, including unexpected shifts in
          the domestic or global economy and changes in monetary or economic policies (or expectations that these policies may change), and the Fund&#8217;s investments may not keep pace with inflation, which would adversely affect the Fund. This risk is
          significantly elevated compared to normal conditions because of recent monetary policy measures and the current low interest rate environment. In addition, during any periods of rising inflation, the dividend rates or borrowing costs associated
          with the Fund&#8217;s use of Financial Leverage would likely increase, which would tend to further reduce returns to Common Shareholders. Deflation risk is the risk that prices throughout the economy decline over time&#8212;the opposite of inflation.
          Deflation may have an adverse effect on the creditworthiness of issuers and may make issuer default more likely, which may result in a decline in the value of the Fund&#8217;s portfolio.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">Market Discount Risk</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Fund cannot predict whether the Common Shares will trade at a premium or discount to the Fund&#8217;s NAV. If the Common Shares are trading at a
          premium to NAV at the time you purchase Common Shares, the NAV per share of the Common Shares purchased will be less than the purchase price paid. Shares of closed-end investment companies frequently trade at a discount from NAV, but in some
          cases have traded above NAV. The risk of the Common Shares trading at a discount is a risk separate from the risk of a decline in the Fund&#8217;s NAV as a result of the Fund&#8217;s investment activities. A future increase in the number of Common Shares
          available may put downward pressure on the market price for Common Shares.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Whether a Common Shareholder will realize a gain or loss upon the sale of Common Shares depends upon whether the market value of the Common
          Shares at the time of sale is above or below the price the Common Shareholder paid, taking into account transaction costs for the Common Shares, and is not directly dependent upon the Fund&#8217;s NAV. Because the market value of the Common Shares will
          be determined by factors such as the relative demand for and supply of the shares in the market, general market conditions and other factors outside the Fund&#8217;s control, the Fund cannot predict whether the Common Shares will trade at, below or
          above NAV, or at, below or above the public offering price for the Common Shares. Common Shares of the Fund are designed primarily for long-term investors; investors in Common Shares should not view the Fund as a vehicle for trading purposes.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">Dilution Risk</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The voting power of current Common Shareholders will be diluted to the extent that current Common Shareholders do not purchase Common Shares in
          any future offerings of Common Shares or do not purchase sufficient Common Shares to maintain their percentage interest. If the Fund is unable to invest the proceeds of such offering as intended, the Fund&#8217;s per Common Share distribution may
          decrease, and the Fund may not participate in market advances to the same extent as if such proceeds were fully invested as planned. If the Fund sells Common Shares at a price below NAV pursuant to the consent of Common Shareholders, shareholders
          will experience a dilution of the aggregate NAV per Common Share because the sale price will be less than the Fund&#8217;s then-current NAV per Common Share. Similarly, were the expenses of the offering to exceed the amount by which the sale price
          exceeded the Fund&#8217;s then current NAV per Common Share, shareholders would experience a dilution of the aggregate</font></div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt;">116</div>
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      <div style="margin-top: 12pt; margin-bottom: 12pt;">NAV per Common Share. This dilution will be experienced by all shareholders, irrespective of whether they purchase Common Shares in any such offering.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">Financial Leverage and Leveraged Transactions Risk</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Although the use of Financial Leverage and leveraged transactions by the Fund may create an opportunity for increased after-tax total return for
          the Common Shares, it also results in additional risks and can magnify the effect of any losses. If the income and gains earned on securities purchased with Financial Leverage and leveraged transaction proceeds are greater than the cost of
          Financial Leverage and leveraged transactions, the Fund&#8217;s return will be greater than if Financial Leverage and leveraged transactions had not been used. Conversely, if the income or gains from the securities purchased with such proceeds does not
          cover the cost of Financial Leverage and leveraged transactions, the return to the Fund will be less than if Financial Leverage and leveraged transactions had not been used. There can be no assurance that a leveraging strategy will be implemented
          or that it will be successful during any period during which it is employed.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Financial Leverage and the use of leveraged transactions involve risks and special considerations for shareholders, including the likelihood of
          greater volatility of NAV and market price of and dividends on the Common Shares than a comparable portfolio without leverage; the risk that fluctuations in interest rates on Borrowings or in the dividend rate on any Preferred Shares that the
          Fund must pay will reduce the return to the Common Shareholders; and the effect of Financial Leverage and leveraged transactions in a declining market, which is likely to cause a greater decline in the NAV of the Common Shares than if the Fund
          were not leveraged, which may result in a greater decline in the market price of the Common Shares.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Because the fees received by the Investment Adviser and Sub-Adviser are based on the Managed Assets of the Fund (including the proceeds of any
          Financial Leverage), the Investment Adviser and Sub-Adviser have a financial incentive for the Fund to utilize Financial Leverage, which may create a conflict of interest between the Investment Adviser and the Sub-Adviser on the one hand and the
          Common Shareholders on the other. Common Shareholders bear the portion of the investment advisory fee attributable to the assets purchased with the proceeds of Financial Leverage, which means that Common Shareholders effectively bear the entire
          advisory fee.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Borrowings may subject the Fund to covenants in credit agreements relating to asset coverage and portfolio composition requirements. Borrowings
          by the Fund also may subject the Fund to certain restrictions on investments imposed by guidelines of one or more rating agencies, which may issue ratings for such indebtedness. Such guidelines may impose asset coverage or portfolio composition
          requirements that are more stringent than those imposed by the 1940 Act. It is not anticipated that these covenants or guidelines will impede the Adviser from managing the Fund&#8217;s portfolio in accordance with the Fund&#8217;s investment objective and
          policies.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Fund may enter into reverse repurchase agreements with the same parties with whom they may enter into repurchase agreements (as described
          below). Under a reverse repurchase agreement, the Fund would sell securities or other assets and agree to repurchase them at a particular price at a future date. Reverse repurchase agreements involve the risks that the interest income earned on
          the investment of the proceeds will be less than the interest expense and Fund expenses associated with the repurchase agreement, that the market value of the securities or other assets sold by the Fund may decline below the price at which the
          Fund is obligated to repurchase such securities and that the securities may not be returned to the Fund. There is no assurance that reverse repurchase agreements can be successfully employed. In the event of the insolvency of the counterparty to
          a reverse repurchase agreement, recovery of the securities or other assets sold by the Fund may be delayed. The counterparty&#8217;s insolvency may result in a loss equal to the amount by which the value of the securities or other assets sold by the
          Fund exceeds the repurchase price payable by the Fund; if the value of the purchased securities or other assets increases during such a delay, that loss may also be increased. When the Fund enters into a reverse repurchase agreement, any
          fluctuations in the market value of either the securities or other assets transferred to another party or the securities or other assets in which the proceeds may be invested would affect the market value of the Fund&#8217;s assets. As a result, such
          transactions may increase fluctuations in the NAV of the Fund&#8217;s Common Shares.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Fund may enter into dollar roll transactions, in which the Fund sells a mortgage-backed or other security for settlement on one date and buys
          back a substantially similar security (but not the same security) for settlement at a later date. During the roll period, the Fund gives up the principal and interest payments on the sold security, but may invest the sale proceeds. When the Fund
          enters into a dollar roll transaction, any fluctuation in the market value of the</font></div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt;">117</div>
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      </div>
      <br>
      <br>
      <div style="margin-top: 12pt; margin-bottom: 12pt;">security transferred or the securities in which the sales proceeds are invested can affect the market value of the Fund&#8217;s assets, and therefore, the Fund&#8217;s NAV. Successful use of dollar rolls may
        depend upon the Sub-Adviser&#8217;s ability to correctly predict interest rates and prepayments. There is no assurance that dollar rolls can be successfully employed. Dollar roll transactions may sometimes be considered the practical equivalent of
        Borrowing and constitute leverage. Dollar roll transactions also involve the risk that the market value of the securities the Fund is required to deliver may decline below the agreed upon repurchase price of those securities. In addition, in the
        event that the Fund&#8217;s counterparty becomes insolvent or otherwise unable or unwilling to perform its obligations, the Fund&#8217;s use of the proceeds may become restricted pending a determination as to whether to enforce the Fund&#8217;s obligation to
        purchase the substantially similar securities.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Fund may engage in certain derivatives transactions that have economic characteristics similar to leverage. Under current regulatory
          requirements, to the extent the terms of any such transaction obligate the Fund to make payments, to mitigate leveraging risk and otherwise comply with regulatory requirements, the Fund must segregate or earmark liquid assets to meet its
          obligations under, or otherwise cover, the transactions that may give rise to this risk. Securities so segregated or designated as &#8220;cover&#8221; will be unavailable for sale by the Sub-Adviser (unless replaced by other securities qualifying for
          segregation or cover requirements), which may adversely affect the ability of the Fund to pursue its investment objective. See &#8220;Use of Financial Leverage&#8212;Reverse Repurchase Agreements and Dollar Roll Transactions&#8221; for additional information on
          certain regulatory changes regarding asset segregation and cover transactions.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Fund may have Financial Leverage and leveraged transactions outstanding during a short-term period during which such Financial Leverage and
          leveraged transactions may not be beneficial to the Fund if the Adviser believes that the long-term benefits to Common Shareholders of such Financial Leverage and leveraged transactions would outweigh the costs and portfolio disruptions
          associated with redeeming and reissuing or closing out and reopening such Financial Leverage and leveraged transactions. However, there can be no assurance that the Adviser&#8217;s judgment in weighing such costs and benefits will be correct.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Recent economic and market events have contributed to severe market volatility at times and caused severe liquidity strains in the credit markets
          during some periods. If dislocations in the credit markets continue, the Fund&#8217;s leverage costs may increase and there is a risk that the Fund may not be able to renew or replace existing leverage on favorable terms or at all. If the cost of
          leverage is no longer favorable, or if the Fund is otherwise required to reduce its leverage, the Fund may not be able to maintain distributions on Common Shares at historical levels and Common Shareholders will bear any costs associated with
          selling portfolio securities.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Fund&#8217;s total Financial Leverage and leveraged transactions may vary significantly over time. To the extent the Fund increases its amount of
          Financial Leverage and leveraged transactions outstanding, it will be more exposed to these risks. The Fund may also be exposed to the risks associated with Financial Leverage and leveraged transactions through its investments in Investment
          Funds.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">Derivatives Transactions Risk</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt; font-style: italic;">Derivatives Transactions Risk In General.&#160;</font><font style="font-size: 10pt;">In addition to the Covered Call Option
          Strategy and other options strategies described above, the Fund may, but is not required to, utilize other derivatives, including futures contracts, swaps transactions and other strategic transactions to seek to earn income, facilitate portfolio
          management and mitigate risks. Participation in derivatives markets transactions involves investment risks and transaction costs to which the Fund would not be subject absent the use of these strategies (other than its covered call writing
          strategy). Certain derivatives transactions that involve leverage can result in losses that greatly exceed the amount originally invested. Derivatives transactions utilizing instruments denominated in foreign currencies will expose the Fund to
          foreign currency risk. Derivatives transactions involve risks of mispricing or improper valuation, and the documentation governing a derivative instrument or transaction may be unfavorable or ambiguous. Derivatives transactions may involve
          commissions and other costs, which may increase the Fund&#8217;s expenses and reduce its return. Various legislative and regulatory initiatives may impact the availability, liquidity and cost of derivative instruments, limit or restrict the ability of
          the Fund to use certain derivative instruments or transact with certain counterparties as a part of its investment strategy, increase the costs of using derivative instruments or make derivative instruments less effective. In connection with
          certain derivatives transactions, under current regulatory requirements, to the extent the terms of any such transaction obligate the Fund to make payments, the Fund may be required to segregate liquid assets or otherwise cover such transactions.
          The Fund also may be required to deposit amounts as premiums or to be</font></div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt;">118</div>
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      <div style="margin-top: 12pt; margin-bottom: 12pt;">held in margin accounts. Such amounts may not otherwise be available to the Fund for investment purposes. The Fund may earn a lower return on its portfolio than it might otherwise earn if it did not
        have to segregate assets in respect of, or otherwise cover, its derivatives transactions positions. To the extent the Fund&#8217;s assets are segregated or committed as cover, it could limit the Fund&#8217;s investment flexibility. Segregating assets and
        covering positions will not limit or offset losses on related positions. Participation in derivatives market transactions involves investment risks and transaction costs to which the Fund would not be subject absent the use of these strategies. The
        skills necessary to successfully execute derivatives strategies may be different from those for more traditional portfolio management techniques, and if the Sub-Adviser is incorrect about its expectations of market conditions, the use of
        derivatives could also result in a loss, which in some cases may be unlimited. Additional risks inherent in the use of derivatives include:</div>
      <div>
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            <tr>
              <td style="width: 36pt; vertical-align: top;">
                <div style="margin-left: 18pt; font-size: 14pt;">&#8226;</div>
              </td>
              <td style="width: auto; vertical-align: middle;">
                <div style="font-size: 14pt;"><font style="font-size: 10pt;">dependence on the Sub-Adviser&#8217;s ability to predict correctly movements in the direction of interest rates and</font>&#160;<font style="font-size: 10pt;">securities prices;</font></div>
              </td>
            </tr>

        </table>
      </div>
      <div>
        <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: rgb(0, 0, 0);" class="DSPFListTable" id="za9c1781537284bad84bb1473e02dd64e">

            <tr>
              <td style="width: 36pt; vertical-align: top;">
                <div style="margin-left: 18pt; font-family: Symbol,serif; font-size: 14pt;">&#8226;</div>
              </td>
              <td style="width: auto; vertical-align: middle;">
                <div>imperfect correlation between the price of derivatives and movements in the prices of the securities being hedged;</div>
              </td>
            </tr>

        </table>
      </div>
      <div>
        <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: rgb(0, 0, 0);" class="DSPFListTable" id="z82e078bb038a460086a9756f78d9f094">

            <tr>
              <td style="width: 36pt; vertical-align: top;">
                <div style="margin-left: 18pt; font-family: Symbol,serif; font-size: 14pt;">&#8226;</div>
              </td>
              <td style="width: auto; vertical-align: middle;">
                <div>the fact that skills needed to use these strategies are different from those needed to select portfolio securities;</div>
              </td>
            </tr>

        </table>
      </div>
      <div>
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                <div style="margin-left: 18pt; font-family: Symbol,serif; font-size: 14pt;">&#8226;</div>
              </td>
              <td style="width: auto; vertical-align: middle;">
                <div>the possible absence of a liquid secondary market for any particular instrument at any time;</div>
              </td>
            </tr>

        </table>
      </div>
      <div>
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            <tr>
              <td style="width: 36pt; vertical-align: top;">
                <div style="margin-left: 18pt; font-family: Symbol,serif; font-size: 14pt;">&#8226;</div>
              </td>
              <td style="width: auto; vertical-align: middle;">
                <div>the possible need to defer closing out certain hedged positions to avoid adverse tax consequences;</div>
              </td>
            </tr>

        </table>
      </div>
      <div>
        <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: rgb(0, 0, 0);" class="DSPFListTable" id="zea06331ba8064daf91e792ee4fe4591a">

            <tr>
              <td style="width: 36pt; vertical-align: top;">
                <div style="margin-left: 18pt; font-size: 14pt;">&#8226;</div>
              </td>
              <td style="width: auto; vertical-align: middle;">
                <div style="font-size: 14pt;"><font style="font-size: 10pt;">the possible inability of the Fund to purchase or sell a security at a time that otherwise would be favorable for it</font>&#160;<font style="font-size: 10pt;">to do so, or the
                    possible need for the Fund to sell a security at a disadvantageous time due to a need for the Fund</font>&#160;<font style="font-size: 10pt;">to maintain &#8220;cover&#8221; or to segregate securities in connection with the hedging techniques; and</font></div>
              </td>
            </tr>

        </table>
      </div>
      <div>
        <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: rgb(0, 0, 0);" class="DSPFListTable" id="z951bef51388045a4b63e20a8933fda85">

            <tr>
              <td style="width: 36pt; vertical-align: top;">
                <div style="margin-left: 18pt; font-size: 14pt;">&#8226;</div>
              </td>
              <td style="width: auto; vertical-align: middle;">
                <div style="font-size: 14pt;"><font style="font-size: 10pt;">the creditworthiness of counterparties.</font><br>
                </div>
              </td>
            </tr>

        </table>
      </div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; text-indent: 18pt;"><font style="font-style: italic;">Futures Transactions Risk.&#160;</font>The Fund may invest in futures contracts and options on futures contracts. Futures and options on futures
        entail certain risks, including but not limited to the following:</div>
      <div>
        <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: rgb(0, 0, 0);" class="DSPFListTable" id="z05506ba9fe1c41ea89b010e4129074f2">

            <tr>
              <td style="width: 36pt; vertical-align: top;">
                <div style="margin-left: 18pt; font-family: Symbol,serif; font-size: 14pt;">&#8226;</div>
              </td>
              <td style="width: auto; vertical-align: middle;">
                <div>no assurance that futures contracts or options on futures can be offset at favorable prices;</div>
              </td>
            </tr>

        </table>
      </div>
      <div>
        <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: rgb(0, 0, 0);" class="DSPFListTable" id="z3beccd1415744ae4823b7c884f37feba">

            <tr>
              <td style="width: 36pt; vertical-align: top;">
                <div style="margin-left: 18pt; font-family: Symbol,serif; font-size: 14pt;">&#8226;</div>
              </td>
              <td style="width: auto; vertical-align: middle;">
                <div>possible reduction of the return of the Fund due to their use for hedging;</div>
              </td>
            </tr>

        </table>
      </div>
      <div>
        <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: rgb(0, 0, 0);" class="DSPFListTable" id="z64800e8e9c38432db05688c13db74613">

            <tr>
              <td style="width: 36pt; vertical-align: top;">
                <div style="margin-left: 18pt; font-family: Symbol,serif; font-size: 14pt;">&#8226;</div>
              </td>
              <td style="width: auto; vertical-align: middle;">
                <div>possible reduction in value of both the securities hedged and the hedging instrument;</div>
              </td>
            </tr>

        </table>
      </div>
      <div>
        <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: rgb(0, 0, 0);" class="DSPFListTable" id="z4769181d8e284b9eab23a1abfd86df0e">

            <tr>
              <td style="width: 36pt; vertical-align: top;">
                <div style="margin-left: 18pt; font-size: 14pt;">&#8226;</div>
              </td>
              <td style="width: auto; vertical-align: middle;">
                <div style="font-size: 14pt;"><font style="font-size: 10pt;">possible lack of liquidity, trading restrictions or limitations that may be imposed by an exchange, and the</font>&#160;<font style="font-size: 10pt;">potential that government
                    regulations may restrict trading;</font></div>
              </td>
            </tr>

        </table>
      </div>
      <div>
        <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: rgb(0, 0, 0);" class="DSPFListTable" id="zf2164b9ab2354a7c9c39866dedc45354">

            <tr>
              <td style="width: 36pt; vertical-align: top;">
                <div style="margin-left: 18pt; font-family: Symbol,serif; font-size: 14pt;">&#8226;</div>
              </td>
              <td style="width: auto; vertical-align: middle;">
                <div>imperfect correlation between the contracts and the securities being hedged; and</div>
              </td>
            </tr>

        </table>
      </div>
      <div>
        <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: rgb(0, 0, 0);" class="DSPFListTable" id="z6e93918c04c241579d8a8cb4dce9d7a1">

            <tr>
              <td style="width: 36pt; vertical-align: top;">
                <div style="margin-left: 18pt; font-size: 14pt;">&#8226;</div>
              </td>
              <td style="width: auto; vertical-align: middle;">
                <div style="font-size: 14pt;"><font style="font-size: 10pt;">losses from investing in futures transactions that are potentially unlimited and losses resulting from the default or</font>&#160;<font style="font-size: 10pt;">insolvency of
                    intermediaries such as the Fund&#8217;s futures commission merchant.</font><br>
                </div>
              </td>
            </tr>

        </table>
      </div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; text-indent: 18pt;">Under current regulatory requirements, with respect to futures contracts that are not contractually required to &#8220;cash-settle,&#8221; the Fund usually must cover its open positions by
        earmarking or segregating on its records cash or liquid assets equal to the contract&#8217;s notional value. For futures contracts that are &#8220;cash-settled,&#8221; however, the Fund is permitted to earmark or segregate cash or liquid assets in an amount equal to
        the Fund&#8217;s next daily marked-to-market (net) obligation, if any (i.e., the Fund&#8217;s daily net liability) rather than the notional value. By earmarking or designating assets equal to only its net obligation under cash-settled futures, the Fund will
        have the ability to employ leverage to a greater extent than if the Fund were required to earmark or segregate assets equal to the full notional value of such contracts. However, as described above, the SEC adopted a final rule related to the use
        of derivatives, reverse repurchase agreements and certain other transactions by registered investment companies that will rescind and withdraw the guidance of the SEC and its staff regarding asset segregation and coverage transactions reflected in
        the Fund&#8217;s asset segregation and cover practices discussed herein.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt; font-style: italic;">Counterparty Risk.&#160;</font><font style="font-size: 10pt;">Counterparty risk is the risk that a counterparty to a Fund
          transaction (e.g., prime brokerage or securities lending arrangement or derivatives transaction) will be unable or unwilling to perform its contractual obligation to the Fund. The Fund is exposed to credit risks that the counterparty may be
          unwilling or unable to make timely payments or otherwise meet its contractual obligations. If the counterparty becomes bankrupt or defaults on (or</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; text-align: center;">119</div>
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      </div>
      otherwise becomes unable or unwilling to perform) its payment or other obligations to the Fund, the Fund may not receive the full amount that it is entitled to receive or may experience delays in recovering the collateral or other assets held by, or
      on behalf of, the counterparty.
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Fund bears the risk that counterparties may be adversely affected by legislative or regulatory changes, adverse market conditions (such as
          the current conditions), increased competition, and/or wide scale credit losses resulting from financial difficulties of the counterparties&#8217; other trading partners or borrowers.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The counterparty risk for cleared derivatives is generally lower than for uncleared OTC derivatives transactions since generally a clearing
          organization becomes substituted for each counterparty to a cleared derivative contract and, in effect, guarantees the parties&#8217; performance under the contract as each party to a trade looks only to the clearing organization for performance of
          financial obligations under the derivative contract. However, there can be no assurance that a clearing organization, or its members, will satisfy its obligations to the Fund.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt; font-style: italic;">Risks Associated with Swaps.&#160;</font><font style="font-size: 10pt;">The Fund may enter into swap transactions, including
          credit default swaps, total return swaps, index swaps, currency swaps, commodity swaps and interest rate swaps, as well as options thereon, and may purchase or sell interest rate caps, floors and collars. The Fund may utilize swap agreements in
          an attempt to gain exposure to certain assets without purchasing those assets, to hedge other positions or for investment purposes.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Risks associated with the use of swap agreements are different from those associated with ordinary portfolio securities transactions, largely due
          to the fact they could be considered illiquid and many swaps currently trade on the OTC market. If the Sub-Adviser is incorrect in its forecasts of market values, interest rates or currency exchange rates, the investment performance of the Fund
          may be less favorable than it would have been if these investment techniques were not used. Such transactions are subject to market risk, risk of default by the other party to the transaction and risk of imperfect correlation between the value of
          such instruments and the underlying assets and may involve commissions or other costs. Written credit default swaps also are subject to the risk of default on the instrument underlying the swap, which may result in the Fund being obligated to pay
          the counterparty to the swap the principal amount of the underlying instrument. Cash-settled swaps generally do not involve the delivery of securities, other underlying assets or principal. Accordingly, the risk of loss with respect to such swaps
          generally is limited to the net amount of payments and margin that the Fund is contractually obligated to make, or in the case of the other party to a swap defaulting, the net amount of payments that the Fund is contractually entitled to receive.
          Swaps are subject to valuation, liquidity and leveraging risks and could result in substantial losses to the Fund.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Swaps may effectively add leverage to the Fund&#8217;s portfolio because the Fund would be subject to investment exposure on the full notional amount
          of the swap. Swaps are subject to the risk that a counterparty will default on its payment obligations to the Fund thereunder.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">When the Fund acts as a seller of a credit default swap agreement with respect to a debt security, it is subject to the risk that an adverse
          credit event may occur with respect to the issuer of the debt security and the Fund may be required to pay the buyer the full notional value of the debt security under the swap net of any amounts owed to the Fund by the buyer under the swap (such
          as the buyer&#8217;s obligation to deliver the debt security to the Fund). As a result, the Fund bears the entire risk of loss due to a decline in value of a referenced debt security on a credit default swap it has sold if there is a credit event with
          respect to the issuer of the security. If the Fund is a buyer of a credit default swap and no credit event occurs, the Fund may recover nothing if the swap is held through its termination date. However, if a credit event occurs, the Fund
          generally may elect to receive the full notional value of the swap in exchange for an equal face amount of deliverable obligations of the reference entity whose value may have significantly decreased.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The swap market has become more standardized in recent years with a large number of banks and investment banking firms acting both as principals
          and as agents utilizing standardized swap documentation. As a result, some swaps have become relatively liquid. Although liquidity of certain swaps has improved, certain types of derivatives products, such as caps, floors and collars may be less
          liquid than swaps in general.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Certain standardized swaps are subject to mandatory exchange-trading and central clearing. While exchange-trading and central clearing are
          intended to reduce counterparty credit risk and increase liquidity, they do not make swap transactions risk-free. The Dodd-Frank Wall Street Reform and Consumer Protection Act (the &#8220;Dodd-Frank Act&#8221;) and related regulatory developments require the
          clearing and exchange-trading of certain OTC derivative</font></div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt;">120</div>
      <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
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      </div>
      <br>
      <div style="margin-top: 12pt; margin-bottom: 12pt;">instruments that the Commodity Futures Trading Commission (&#8220;CFTC&#8221;) and SEC have defined as &#8220;swaps.&#8221; Mandatory exchange-trading and clearing are occurring on a phased-in basis based on CFTC approval
        of contracts for central clearing. Depending on the Fund&#8217;s size and other factors, the margin required under the rules of the clearinghouse and by the clearing member may be in excess of the collateral required to be posted by the Fund to support
        its obligations under a similar bilateral swap. In addition, regulators have developed rules that require trading and execution of the most liquid swaps on trading facilities. Moving trading to an exchange-type system may increase market
        transparency and liquidity but may require the Fund to incur increased expenses to access the same types of cleared and uncleared swaps. In addition, the CFTC and other applicable regulators have adopted rules imposing certain margin requirements,
        including minimums, on uncleared swaps which may result in the Fund and its counterparties posting higher margin amounts for uncleared swaps. Recently adopted rules also require centralized reporting of detailed information about many types of
        cleared and uncleared swaps. Reporting of swap data may result in greater market transparency, but may subject the Fund to additional administrative burdens and the safeguards established to protect trader anonymity may not function as expected.
        The Sub-Adviser will continue to monitor developments in this area, particularly to the extent regulatory changes affect the ability of the Fund to enter into swap agreements. In addition, the CFTC in October 2020 adopted amendments to its position
        limits rules that establish certain new and amended position limits for 25 specified physical commodity futures and related options contracts traded on exchanges, other futures contracts and related options directly or indirectly linked to such 25
        specified contracts, and any OTC transactions that are economically equivalent to the 25 specified contracts.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Further regulatory developments in the swap market may adversely impact the swap market generally or the Fund&#8217;s ability to use swaps.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">Special Purpose Acquisition Companies Risk</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Fund may invest in stock, warrants, rights and other securities of SPACs or similar special purpose entities in a private placement
          transaction or as part of a public offering. As an alternative to obtaining a public listing through a traditional IPO, SPAC investments carry many of the same risks as investments in IPO securities. These may include, but are not limited to,
          erratic price movements, greater risk of loss, lack of information about the issuer, limited operating and little public or no trading history, and higher transaction costs.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Investments in SPACs also have risks peculiar to the SPAC structure and investment process. Until an acquisition or merger is completed, a SPAC
          generally invests its assets, less a portion retained to cover expenses, in U.S. government securities, money market securities and cash and does not typically pay dividends in respect of its common stock. To the extent a SPAC is invested in cash
          or similar securities, this may impact the Fund&#8217;s ability to meet its investment objective. SPAC investments are also subject to the risk that a significant portion of the funds raised by the SPAC may be expended during the search for a target
          acquisition or merger. Some SPACs pursue acquisitions and mergers only within certain market sectors or regions, which can increase the volatility of their prices. Conversely, other SPACs may invest without such limitations, in which case
          management may have limited experience or knowledge of the market sector or region in which the transaction is contemplated. Moreover, interests in SPACs may be illiquid and/or be subject to restrictions on resale, which may remain for an
          extended time, and may only be traded in the over-the-counter market. If there is no market for interests in a SPAC, or only a thinly traded market for interests in a SPAC develops, the Fund may not be able to sell its interest in a SPAC, or may
          be able to sell its interest only at a price below what the Fund believes is the SPAC interest&#8217;s value.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">Portfolio Turnover Risk</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Fund&#8217;s annual portfolio turnover rate may vary greatly from year to year. Portfolio turnover rate is not considered a limiting factor in the
          execution of investment decisions for the Fund. A higher portfolio turnover rate results in correspondingly greater brokerage commissions and other transactional expenses that are borne by the Fund. High portfolio turnover may result in an
          increased realization of net short-term capital gains by the Fund which, when distributed to Common Shareholders, will be taxable as ordinary income. Additionally, in a declining market, portfolio turnover may create realized capital losses. See
          &#8220;U.S. Federal Income Tax Considerations.&#8221;</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">U.S. Government Securities Risk</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Different types of U.S. government securities have different relative levels of credit risk depending on the nature of the particular government
          support for that security. U.S. government securities may be supported by: (i) the full faith and credit of the United States government; (ii) the ability of the issuer to borrow from the U.S. Treasury; (iii)</font></div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt;">121</div>
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      </div>
      <br>
      <br>
      <div style="margin-top: 12pt; margin-bottom: 12pt;">the credit of the issuing agency, instrumentality or government-sponsored entity (&#8220;GSE&#8221;); (iv) pools of assets (e.g., MBS); or (v) the United States in some other way. The U.S. government and its
        agencies and instrumentalities do not guarantee the market value of their securities, which may fluctuate in value and are subject to investment risks, and certain U.S. government securities may not be backed by the full faith and credit of the
        United States government. Any downgrades of the U.S. credit rating could increase volatility in both stock and bond markets, result in higher interest rates and higher Treasury yields and increase the costs of all debt generally. The value of U.S.
        government obligations may be adversely affected by changes in interest rates. It is possible that the issuers of some U.S. government securities will not have the funds to timely meet their payment obligations in the future and there is a risk of
        default. For certain agency and GSE issued securities, there is no guarantee the U.S. government will support the agency or GSE if it is unable to meet its obligations.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">UK Departure from EU (&#8220;Brexit&#8221;) Risk</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">On January 31, 2020, the United Kingdom officially withdrew from the European Union (&#8220;EU&#8221;) and the two sides entered into a transition period,
          during which period EU law continued to apply in the UK. The transition period ended on December 31, 2020. On December 30, 2020, the UK and the EU signed an agreement on the terms governing certain aspects of the EU&#8217;s and the United Kingdom&#8217;s
          relationship following the end of the transition period, the EU-UK Trade and Cooperation Agreement (the &#8220;TCA&#8221;). Notwithstanding the TCA, there is likely to be considerable uncertainty as to the United Kingdom&#8217;s post-transition framework, and in
          particular as to the arrangements which will apply to the UK&#8217;s relationships with the EU and with other countries, which is likely to continue to develop and could result in increased volatility and illiquidity and potentially lower economic
          growth. The political divisions surrounding Brexit within the United Kingdom, as well as those between the UK and the EU, may also have a destabilizing impact on the economy and currency of the United Kingdom and the EU. Any further exits from
          member states of the EU, or the possibility of such exits, would likely cause additional market disruption globally and introduce new legal and regulatory uncertainties.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">In addition to the effects on the Fund&#8217;s investments in European issuers, the unavoidable uncertainties and events related to Brexit could
          negatively affect the value and liquidity of the Fund&#8217;s other investments, increase taxes and costs of business and cause volatility in currency exchange rates and interest rates. Brexit could adversely affect the performance of contracts in
          existence at the date of Brexit and European, UK or worldwide political, regulatory, economic or market conditions and could contribute to instability in political institutions, regulatory agencies and financial markets. Brexit could also lead to
          legal uncertainty and politically divergent national laws and regulations as a new relationship between the UK and EU is defined and as the UK determines which EU laws to replace or replicate. In addition, Brexit could lead to further
          disintegration of the EU and related political stresses (including those related to sentiment against cross border capital movements and activities of investors like the Fund), prejudice to financial services businesses that are conducting
          business in the EU and which are based in the UK, legal uncertainty regarding achievement of compliance with applicable financial and commercial laws and regulations in view of the expected steps to be taken pursuant to or in contemplation of
          Brexit. Any of these effects of Brexit, and others that cannot be anticipated, could adversely affect the Fund&#8217;s business, results of operations and financial condition.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">Redenomination Risk</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The result of Brexit, the progression of the European debt crisis and the possibility of one or more Eurozone countries exiting the European
          Monetary Union (&#8220;EMU&#8221;), or even the collapse of the euro as a common currency, has in recent years created significant volatility in currency and financial markets generally. The effects of the collapse of the euro, or of the exit of one or more
          countries from the EMU, on the U.S. and global economies and securities markets are impossible to predict and any such events could have a significant adverse impact on the value and risk profile of the Fund&#8217;s portfolio. Any partial or complete
          dissolution of the EMU could have significant adverse effects on currency and financial markets, and on the values of the Fund&#8217;s portfolio investments. If one or more EMU countries were to stop using the euro as its primary currency, the Fund&#8217;s
          investments in such countries may be redenominated into a different or newly adopted currency. As a result, the value of those investments could decline significantly and unpredictably. In addition, securities or other investments that are
          redenominated may be subject to foreign currency risk, liquidity risk and valuation risk to a greater extent than similar investments currently denominated in euros. To the extent a currency used for redenomination purposes is not specified in
          respect of certain EMU-related investments, or should the euro cease to be used entirely, the currency in which such investments are</font></div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt;">122</div>
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      </div>
      denominated may be unclear, making such investments particularly difficult to value or dispose of. The Fund may incur additional expenses to the extent it is required to seek judicial or other clarification of the denomination or value of such
      securities.
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">Legislation and Regulation Risk</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">At any time after the date hereof, U.S. and non-U.S. governmental agencies and other regulators may implement additional regulations and
          legislators may pass new laws that affect the investments held by the Fund, the strategies used by the Fund or the level of regulation or taxation applying to the Fund (such as regulations related to investments in derivatives and other
          transactions). These regulations and laws may impact the investment strategies, performance, costs and operations of the Fund, as well as the way investments in, and shareholders of, the Fund are taxed.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">LIBOR Replacement Risk</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The terms of many investments, financings or other transactions in the U.S. and globally have been historically tied to interbank reference rates
          (referred to collectively as the &#8220;London Interbank Offered Rate&#8221; or &#8220;LIBOR&#8221;), which function as a reference rate or benchmark for such investments, financings or other transactions. LIBOR may be a significant factor in determining payment
          obligations under derivatives transactions, the cost of financing of Fund investments or the value or return on certain other Fund investments. As a result, LIBOR may be relevant to, and directly affect, the Fund&#8217;s performance.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">On July 27, 2017, the Chief Executive of the Financial Conduct Authority (&#8220;FCA&#8221;), the United Kingdom&#8217;s financial regulatory body and regulator of
          LIBOR, announced that after 2021 it will cease its active encouragement of banks to provide the quotations needed to sustain LIBOR due to the absence of an active market for interbank unsecured lending and other reasons. On March 5, 2021, the FCA
          and the LIBOR administrator announced that most tenors and settings of LIBOR will be officially discontinued on December 31, 2021 and the most widely used U.S. dollar LIBOR tenors will be discontinued on June 30, 2023 and that such LIBOR rates
          will no longer be sufficiently robust to be representative of their underlying markets around that time. Various financial industry groups have begun planning for that transition and certain regulators and industry groups have taken actions to
          establish alternative reference rates (e.g., the Secured Overnight Financing Rate, which measures the cost of overnight borrowings through repurchase agreement transactions collateralized with U.S. Treasury securities and is intended to replace
          U.S. dollar LIBOR with certain adjustments). However, there are challenges to converting contracts and transactions to a new benchmark and neither the full effects of the transition process nor its ultimate outcome is known.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The transition process might lead to increased volatility and illiquidity in markets for instruments with terms tied to LIBOR. It could also lead
          to a reduction in the interest rates on, and the value of, some LIBOR-based investments and reduce the effectiveness of hedges mitigating risk in connection with LIBOR-based investments. Although some LIBOR-based instruments may contemplate a
          scenario where LIBOR is no longer available by providing for an alternative rate-setting methodology or increased costs for certain LIBOR-related instruments or financing transactions, others may not have such provisions and there may be
          significant uncertainty regarding the effectiveness of any such alternative methodologies. Instruments that include robust fallback provisions to facilitate the transition from LIBOR to an alternative reference rate may also include adjustments
          that do not adequately compensate the holder for the different characteristics of the alternative reference rate. The result may be that the fallback provision results in a value transfer from one party to the instrument to the counterparty.
          Additionally, because such provisions may differ across instruments (e.g., hedges versus cash positions hedged), LIBOR&#8217;s cessation may give rise to basis risk and render hedges less effective. As the usefulness of LIBOR as a benchmark could
          deteriorate during the transition period, these effects and related adverse conditions could occur prior to the end of some LIBOR tenors in 2021 or the remaining LIBOR tenors in mid-2023. There also remains uncertainty and risk regarding the
          willingness and ability of issuers to include enhanced provisions in new and existing contracts or instruments. The effect of any changes to, or discontinuation of, LIBOR on the Fund will vary depending, among other things, on (1) existing
          fallback or termination provisions in individual contracts and the possible renegotiation of existing contracts and (2) whether, how, and when industry participants develop and adopt new reference rates and fallbacks for both legacy and new
          products and instruments. Fund investments may also be tied to other interbank offered rates and currencies, which also will face similar issues. In many cases, in the event that an instrument falls back to an alternative reference rate,
          including the Secured Overnight Financing Rate (&#8220;SOFR&#8221;), the alternative reference rate will not perform the same as LIBOR because the alternative reference rates do not include a credit sensitive component in the calculation of the rate. The
          alternative reference rates are generally secured by U.S. treasury securities and will reflect the</font></div>
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      <div style="margin-top: 12pt; margin-bottom: 12pt;">performance of the market for U.S. treasury securities and not the inter-bank lending markets. In the event of a credit crisis, floating rate instruments using alternative reference rates could
        therefore perform differently than those instruments using a rate indexed to the inter-bank lending market.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The state of New York recently adopted legislation that would require LIBOR-based contracts that do not include a fallback to a rate other than
          LIBOR or an inter-bank quotation poll to use a SOFR-based rate plus a spread adjustment. Pending legislation in the U.S. Congress may also affect the transition of LIBOR-based instruments as well by permitting trustees and calculation agents to
          transition instruments with no LIBOR transition language to an alternative reference rate selected by such agents. The New York statute and the federal legislative proposal includes safe harbors from liability, which may limit the recourse the
          Fund may have if the alternative reference rate does not fully compensate the Fund for the transition of an instrument from LIBOR. If enacted, the federal legislation may also preempt the New York statute, which may create uncertainty to the
          extent a party has sought to rely on the New York statute to select a replacement benchmark rate.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">These developments could negatively affect financial markets in general and present heightened risks, including with respect to the Fund&#8217;s
          investments. As a result of this uncertainty and developments relating to the transition process, the Fund and its investments may be adversely affected.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">Recent Market Developments Risk</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Periods of market volatility remain, and may continue to occur in the future, in response to various political, social, economic and public
          health events both within and outside of the United States. These conditions have resulted in, and in many cases continue to result in, greater price volatility, less liquidity, widening credit spreads and a lack of price transparency, with
          certain securities remaining illiquid and of uncertain value. Such market conditions may adversely affect the Fund, including by making valuation of some of the Fund&#8217;s securities uncertain and/or result in sudden and significant valuation
          increases or declines in the Fund&#8217;s holdings. If there is a significant decline in the value of the Fund&#8217;s portfolio, this may impact the asset coverage levels for the Fund&#8217;s outstanding leverage.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Risks resulting from any future debt or other economic or public health crisis could also have a detrimental impact on the global economic
          recovery, the financial condition of financial institutions and the Fund&#8217;s business, financial condition and results of operation. Market and economic disruptions have affected, and may in the future affect, consumer confidence levels and
          spending, personal bankruptcy rates, levels of incurrence and default on consumer debt and home prices, among other factors. To the extent uncertainty regarding the U.S. or global economy negatively impacts consumer confidence and consumer credit
          factors, the Fund&#8217;s business, financial condition and results of operations could be significantly and adversely affected. Downgrades to the credit ratings of major banks could result in increased borrowing costs for such banks and negatively
          affect the broader economy. Moreover, Federal Reserve policy, including with respect to certain interest rates, may also adversely affect the value, volatility and liquidity of dividend- and interest-paying securities. Market volatility, rising
          interest rates and/or unfavorable economic conditions could impair the Fund&#8217;s ability to achieve its investment objective.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The outbreak of COVID-19 and the current recovery underway has caused disruption to consumer demand and economic output and supply chains. There
          are still travel restrictions and quarantines, and adverse impacts on local and global economies. As with other serious economic disruptions, governmental authorities and regulators have in the past responded (and may in the future respond to
          similar crises) to this crisis with significant fiscal and monetary policy changes, including by providing direct capital infusions into companies, introducing new monetary programs and considerably lowering interest rates, which, in some cases
          resulted in negative interest rates and higher inflation. These actions, including their possible unexpected or sudden reversal or potential ineffectiveness, could further increase volatility in securities and other financial markets, reduce
          market liquidity, continue to cause higher inflation, heighten investor uncertainty and adversely affect the value of the Fund&#8217;s investments and the performance of the Fund.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">Increasing Government and other Public Debt Risk</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Government and other public debt can be adversely affected by large and sudden changes in local and global economic conditions that result in
          increased debt levels. Although high levels of government and other public debt do not necessarily indicate or cause economic problems, high levels of debt may create certain systemic risks if sound debt management practices are not implemented.
          A high debt level may increase market pressures to meet an issuer&#8217;s funding needs, which may increase borrowing costs and cause a government or public entity to issue additional debt,</font></div>
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      <div style="margin-top: 12pt; margin-bottom: 12pt;">thereby increasing the risk of refinancing. A high debt level also raises concerns that the issuer may be unable or unwilling to repay the principal or interest on its debt, which may adversely
        impact instruments held by the Fund that rely on such payments. Extraordinary governmental and quasigovernmental responses to the current economic, market, labor and public health conditions are significantly increasing government and other public
        debt, which heighten these risks and the long-term consequences of these actions are not known. Unsustainable debt levels can decline the valuation of currencies and can prevent a government from implementing effective counter-cyclical fiscal
        policy during economic downturns or can lead to increases in inflation or generate or contribute to an economic downturn.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">When-Issued and Delayed Delivery Transactions Risk</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Securities purchased on a when-issued or delayed delivery basis may expose the Fund to counterparty risk of default as well as the risk that
          securities may experience fluctuations in value prior to their actual delivery. The Fund generally will not accrue income with respect to a when-issued or delayed delivery security prior to its stated delivery date. Purchasing securities on a
          when-issued or delayed delivery basis can involve the additional risk that the price or yield available in the market when the delivery takes place may not be as favorable as that obtained in the transaction itself.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">Short Sales Risk</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Fund may make short sales of securities. Short selling a security involves selling a borrowed security with the expectation that the value of
          that security will decline, so that the security may be purchased at a lower price when returning the borrowed security. If the price of the security sold short increases between the time of the short sale and the time the Fund replaces the
          borrowed security, the Fund will incur a loss; conversely, if the price declines, the Fund will realize a capital gain. Any gain will be decreased, and any loss will be increased, by the transaction costs incurred by the Fund, including the costs
          associated with providing collateral to the broker-dealer (usually cash and liquid securities) and the maintenance of collateral with its custodian. Although the Fund&#8217;s gain is limited to the price at which it sold the security short, its
          potential loss is theoretically unlimited and is greater than a direct investment in the security itself because the price of the borrowed or reference security may rise. The Fund may not always be able to close out a short position at a
          particular time or at an acceptable price. A lender may request that borrowed securities be returned to it on short notice, and the Fund may have to buy the borrowed securities at an unfavorable price, resulting in a loss. The Fund may have to
          pay a premium to borrow the securities and must pay any dividends or interest payable on the securities until they are replaced, which will be expenses of the Fund. Short sales also subject the Fund to risks related to the lender (such as
          bankruptcy risks) or the general risk that the lender does not comply with its obligations. Government actions also may affect the Fund&#8217;s ability to engage in short selling. The use of physical short sales is typically more expensive than gaining
          short exposure through derivatives.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">Repurchase Agreement Risk</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Fund may enter into bilateral and tri-party repurchase agreements. In a typical Fund repurchase agreement, the Fund enters into a contract
          with a broker, dealer, or bank (the &#8220;counterparty&#8221; to the transaction) for the purchase of securities or other assets. The counterparty agrees to repurchase the securities or other assets at a specified future date, or on demand, for a price that
          is sufficient to return to the Fund its original purchase price, plus an additional amount representing the return on the Fund&#8217;s investment. Such repurchase agreements economically function as a secured loan from the Fund to a counterparty. If
          the counterparty defaults on the repurchase agreement, the Fund will retain possession of the underlying securities or other assets. If bankruptcy proceedings are commenced with respect to the seller, realization on the collateral by the Fund may
          be delayed or limited and the Fund may incur additional costs. In such case, the Fund will be subject to risks associated with changes in market value of the collateral securities or other assets. Each Fund intends to enter into repurchase
          agreements only with brokers, dealers, or banks or other permitted counterparties after the Adviser (or Sub-Adviser) evaluates the creditworthiness of the counterparty. The Fund will not enter into repurchase agreements with the Investment
          Adviser or Sub-Adviser or their affiliates. Except as described elsewhere in this SAI and as provided under applicable law, the Fund may enter into repurchase agreements without limitation.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Repurchase agreements collateralized fully by cash items, U.S. government securities or by securities issued by an issuer that the Fund&#8217;s Board
          of Trustees, or its delegate, has determined at the time the repurchase agreement is entered into has an exceptionally strong capacity to meet its financial obligations (&#8220;Qualifying Collateral&#8221;) and meet certain liquidity standards generally may
          be deemed to be &#8220;collateralized fully&#8221; and may be deemed to be investments</font></div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt;">125</div>
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      <div style="margin-top: 12pt; margin-bottom: 12pt;">in the underlying securities for certain purposes. The Fund may accept collateral other than Qualifying Collateral determined by the Investment Adviser or Sub-Adviser to be in the best interests of
        the Fund to accept as collateral for such repurchase agreement (which may include high yield debt instruments that are rated below investment grade) (&#8220;Alternative Collateral&#8221;). Repurchase agreements secured by Alternative Collateral are not deemed
        to be &#8220;collateralized fully&#8221; under applicable regulations and the repurchase agreement is therefore considered a separate security issued by the counterparty to the Fund. Accordingly, the Fund must include repurchase agreements that are not
        &#8220;collateralized fully&#8221; in its calculations of securities issued by the selling institution held by the Fund for purposes of various portfolio diversification and concentration requirements applicable to the Fund. In addition, Alternative Collateral
        may not qualify as permitted or appropriate investments for the Fund under the Fund&#8217;s investment strategies and limitations. Accordingly, if a counterparty to a repurchase agreement defaults and the Fund takes possession of Alternative Collateral,
        the Fund may need to promptly dispose of the Alternative Collateral (or other securities held by the Fund, if the Fund exceeds a limitation on a permitted investment by virtue of taking possession of the Alternative Collateral). The Alternative
        Collateral may be particularly illiquid, especially in times of market volatility or in the case of a counterparty insolvency or bankruptcy, which may restrict the Fund&#8217;s ability to dispose of Alternative Collateral received from the counterparty.
        Depending on the terms of the repurchase agreement, the Fund may determine to sell the collateral during the term of the repurchase agreement and then purchase the same collateral at the market price at the time of the resale. (See &#8220;Investment
        Objective and Policies&#8212;Additional Investment Policies&#8212;Short Sales&#8221;). In tri-party repurchase agreements, an unaffiliated third party custodian maintains accounts to hold collateral for the Fund and its counterparties and, therefore, the Fund may be
        subject to the credit risk of those custodians. Securities subject to repurchase agreements (other than tri-party repurchase agreements) and purchase and sale contracts will be held by the Fund&#8217;s custodian (or sub-custodian) in the Federal
        Reserve/Treasury book-entry system or by another authorized securities depository.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">Securities Lending Risk</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Fund may lend its portfolio securities to banks or dealers which meet the creditworthiness standards established by the Board. Securities
          lending is subject to the risk that loaned securities may not be available to the Fund on a timely basis and the Fund may therefore lose the opportunity to sell the securities at a desirable price. Any loss in the market price of securities
          loaned by the Fund that occurs during the term of the loan would be borne by the Fund and would adversely affect the Fund&#8217;s performance. Also, there may be delays in recovery, or no recovery, of securities loaned or even a loss of rights in the
          collateral should the borrower of the securities fail financially while the loan is outstanding.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">Risk of Failure to Qualify as a RIC</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">To qualify for the favorable U.S. federal income tax treatment generally accorded to regulated investment companies (&#8220;RICs&#8221;), the Fund must,
          among other things, derive in each taxable year at least 90% of its gross income from certain prescribed sources, meet certain asset diversification tests and distribute for each taxable year at least 90% of its &#8220;investment company taxable
          income&#8221; (generally, ordinary income plus the excess, if any, of net short-term capital gain over net long-term capital loss). If for any taxable year the Fund does not qualify as a RIC, all of its taxable income for that year (including its net
          capital gain) would be subject to tax at regular corporate rates without any deduction for distributions to shareholders, and such distributions would be taxable as ordinary dividends to the extent of the Fund&#8217;s current and accumulated earnings
          and profits.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">Conflicts of Interest Risk</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Guggenheim Partners is a global asset management and investment advisory organization. Guggenheim Partners and its affiliates advise clients in
          various markets and transactions and purchase, sell, hold and recommend a broad array of investments for their own accounts and the accounts of clients and of their personnel and the relationships and products they sponsor, manage and advise.
          Accordingly, Guggenheim Partners and its affiliates may have direct and indirect interests in a variety of global markets and the securities of issuers in which the Fund may directly or indirectly invest. These interests may cause the Fund to be
          subject to regulatory limits, and in certain circumstances, these various activities may prevent the Fund from participating in an investment decision.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">An investment in the Fund is subject to a number of actual or potential conflicts of interest. For example, the Adviser and its affiliates are
          engaged in a variety of business activities that are unrelated to managing the Fund, which may give rise to actual, potential or perceived conflicts of interest in connection with making investment decisions for the Fund. As a result, activities
          and dealings of Guggenheim Partners and its affiliates may affect the Fund in ways</font></div>
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      <div style="margin-top: 12pt; margin-bottom: 12pt;">that may disadvantage or restrict the Fund or be deemed to benefit Guggenheim Partners and its affiliates. From time to time, conflicts of interest may arise between a portfolio manager&#8217;s management
        of the investments of the Fund on the one hand and the management of other registered investment companies, pooled investment vehicles and other accounts (collectively, &#8220;other accounts&#8221;) on the other. The other accounts might have similar
        investment objectives or strategies as the Fund or otherwise hold, purchase, or sell securities that are eligible to be held, purchased or sold by the Fund. In certain circumstances, and subject to its fiduciary obligations under the Investment
        Advisers Act of 1940 (the &#8220;Advisers Act&#8221;) and the requirements of the 1940 Act, the Adviser may have to allocate a limited investment opportunity among its clients. The other accounts might also have different investment objectives or strategies
        than the Fund. In addition, the Fund may be limited in its ability to invest in, or hold securities of, any companies that the Investment Adviser or its affiliates (or other accounts managed by the Investment Adviser or its affiliates) control, or
        companies in which the Investment Adviser or its affiliates have interests or with whom they do business. For example, affiliates of the Investment Adviser may act as underwriter, lead agent or administrative agent for loans or otherwise
        participate in the market for loans. Because of limitations imposed by applicable law, the presence of the Investment Adviser&#8217;s affiliates in the markets for loans may restrict the Fund&#8217;s ability to acquire some loans or affect the timing or price
        of such acquisitions. To address these conflicts, the Fund and Guggenheim Partners and its affiliates have established various policies and procedures that are reasonably designed to detect and prevent such conflicts and prevent the Fund from being
        disadvantaged.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">There can be no guarantee that these policies and procedures will be successful in every instance. For additional information about potential
          conflicts of interest, and the way in which the Investment Adviser and its affiliates address such conflicts, please see &#8220;Management of the Fund&#8212;Information Regarding Potential Conflicts of Interest&#8221; in the SAI.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">Market Disruption and Geopolitical Risk</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Fund does not know and cannot predict how long the securities markets may be affected by geopolitical events and the effects of these and
          similar events in the future on the U.S. economy and securities markets. The Fund may be adversely affected by abrogation of international agreements and national laws which have created the market instruments in which the Fund may invest,
          failure of the designated national and international authorities to enforce compliance with the same laws and agreements, failure of local, national and international organization to carry out their duties prescribed to them under the relevant
          agreements, revisions of these laws and agreements which dilute their effectiveness or conflicting interpretation of provisions of the same laws and agreements. The Fund may be adversely affected by uncertainties such as terrorism, international
          political developments, and changes in government policies, taxation, restrictions on foreign investment and currency repatriation, currency fluctuations and other developments in the laws and regulations of the countries in which it is invested
          and the risks associated with financial, economic, public health, labor and other global market developments and disruptions.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">Cyber Security, Market Disruptions and Operational Risk</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Like other funds and other parts of the modern economy, the Fund and its service providers, as well as exchanges and market participants through
          or with which the Fund trades and exchanges on which shares trade and other infrastructures, services and parties on which the Fund, the Investment Adviser, the Sub-Adviser or the Fund&#8217;s other service providers rely, are susceptible to ongoing
          risks related to cyber incidents and the risks associated with financial, economic, public health, labor and other global market developments and disruptions, including those arising out of geopolitical events, public health emergencies (such as
          the spread of infectious diseases, pandemics and epidemics), natural/environmental disasters, war, terrorism and governmental or quasi-governmental actions. Cyber incidents can result from unintentional events (such as an inadvertent release of
          confidential information) or deliberate attacks by insiders or third parties, including cyber criminals, competitors, nation-states and &#8220;hacktivists,&#8221; and can be perpetrated by a variety of complex means, including the use of stolen access
          credentials, malware or other computer viruses, ransomware, phishing, structured query language injection attacks, and distributed denial of service attacks, among other means. Cyber incidents and market disruptions may result in actual or
          potential adverse consequences for critical information and communications technology, systems and networks that are vital to the operations of the Fund or its service providers, or otherwise impair Fund or service provider operations. For
          example, a cyber incident may cause operational disruptions and failures impacting information systems or information that a system processes, stores, or transmits, such as by theft, damage or destruction, or corruption or modification of and
          denial of access to data maintained online or digitally, denial of service on websites rendering the websites unavailable to intended users</font></div>
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      <div style="margin-top: 12pt; margin-bottom: 12pt;">or not accessible for such users in a timely manner, and the unauthorized release or other exploitation of confidential information.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">A cyber incident could adversely impact the Fund and its shareholders by, among other things, interfering with the processing of transactions or
          other operational functionality, impacting the Fund&#8217;s ability to calculate its NAV or other data, causing the release of private shareholder information (i.e., identity theft or other privacy breaches) or confidential Fund information or
          otherwise compromising the security and reliability of information, impeding trading, causing reputational damage, and subjecting the Fund to regulatory fines, penalties or financial losses, reimbursement or other compensation or remediation
          costs, litigation expenses and additional compliance and cyber security risk management costs, which may be substantial. The same could affect the exchange through which Fund shares trade. A cyber incident could also adversely affect the ability
          of the Fund (and its Adviser) to invest or manage the Fund&#8217;s assets.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Cyber incidents and developments and disruptions to financial, economic, public health, labor and other global market conditions can obstruct the
          regular functioning of business workforces (including requiring employees to work from external locations or from their homes), cause business slowdowns or temporary suspensions of business activities, each of which can negatively impact Fund
          service providers and Fund operations. Although the Fund and its service providers, as well as exchanges and market participants through or with which the Fund trades and other infrastructures on which the Fund or its service providers rely, may
          have established business continuity plans and systems reasonably designed to protect from and/or defend against the risks or adverse consequences associated with cyber incidents and market disruptions, there are inherent limitations in these
          plans and systems, including that certain risks may not yet be identified, in large part because different or unknown threats may emerge in the future and the threats continue to rapidly evolve and increase in sophistication. As a result, it is
          not possible to anticipate and prevent every cyber incident and possible obstruction to the normal activities of these entities&#8217; employees resulting from market disruptions and attempts to mitigate the occurrence or impact of such events may be
          unsuccessful. For example, public health emergencies and governmental responses to such emergencies, including through quarantine measures and travel restrictions, can create difficulties in carrying out the normal working processes of these
          entities&#8217; employees, disrupt their operations and hamper their capabilities. The nature, extent, and potential magnitude of the adverse consequences of these events cannot be predicted accurately but may result in significant risks, adverse
          consequences and costs to the Fund and its shareholders.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The issuers of securities in which the Fund invests are also subject to the ongoing risks and threats associated with cyber incidents and market
          disruptions. These incidents could result in adverse consequences for such issuers, and may cause the Fund&#8217;s investment in such securities to lose value. For example, a cyber incident involving an issuer may include the theft, destruction or
          misappropriation of financial assets, intellectual property or other sensitive information belonging to the issuer or their customers (i.e., identity theft or other privacy breaches) and a market disruption involving an issuer may include
          materially reduced consumer demand and output, disrupted supply chains, market closures, travel restrictions and quarantines. As a result, the issuer may experience the types of adverse consequences summarized above, among others (such as loss of
          revenue), despite having implemented preventative and other measures reasonably designed to protect from and/or defend against the risks or adverse effects associated with cyber incidents and market disruptions.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Fund and its service providers, as well as exchanges and market participants through or with which the Fund trades and other infrastructures
          on which the Fund or its service providers rely, are also subject to the risks associated with technological and operational disruptions or failures arising from, for example, processing errors and human errors, inadequate or failed internal or
          external processes, failures in systems and technology, errors in algorithms used with respect to the Fund, changes in personnel, and errors caused by third parties or trading counterparties. Although the Fund attempts to minimize such failures
          through controls and oversight, it is not possible to identify all of the operational risks that may affect the Fund or to develop processes and controls that completely eliminate or mitigate the occurrence of such failures or other disruptions
          in service.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Cyber incidents, market disruptions and operational errors or failures or other technological issues may adversely affect the Fund&#8217;s ability to
          calculate its NAV correctly, in a timely manner or process trades, including over a potentially extended period. The Fund does not control the cyber security, disaster recovery, or other operational defense plans or systems of its service
          providers, intermediaries, exchanges where its shares trades, companies in which it invests or other third-parties. The value of an investment in Fund shares may be adversely affected by the</font></div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt;">128</div>
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      <div style="margin-top: 12pt; margin-bottom: 12pt;">occurrence of the cyber incidents, market disruptions and operational errors or failures or technological issues summarized above or other similar events and the Fund and its shareholders may bear
        costs tied to these risks.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Fund and its service providers are currently impacted by quarantines and similar measures being enacted by governments in response to
          COVID-19, which are obstructing the regular functioning of business workforces (including requiring employees to work from external locations and their homes). These and associated restrictive measures may continue to affect economic activity,
          the unemployment rate and inflation. The impact of such measures on the Fund is unknown. Accordingly, the risks described above are heightened under current conditions.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">Technology Risk</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">As the use of Internet technology has become more prevalent, the Fund and its service providers and markets generally have become more
          susceptible to potential operational risks related to intentional and unintentional events that may cause the Fund or a service provider to lose proprietary information, suffer data corruption or lose operational capacity. There can be no
          guarantee that any risk management systems established by the Fund, its service providers, or issuers of the securities in which the Fund invests to reduce technology and cyber security risks will succeed, and the Fund cannot control such systems
          put in place by service providers, issuers or other third parties whose operations may affect the Fund.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">Anti-Takeover Provisions Risk</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Fund&#8217;s Agreement and Declaration of Trust and By-Laws (collectively, the &#8220;Governing Documents&#8221;) include provisions that could limit the
          ability of other entities or persons to acquire control of the Fund or convert the Fund to an open-end fund. These provisions could have the effect of depriving the Common Shareholders of opportunities to sell their Common Shares at a premium
          over the then-current market price of the Common Shares. See &#8220;Anti-Takeover and Other Provisions in the Fund&#8217;s Governing Documents.&#8221;</font></div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">MANAGEMENT OF THE FUND</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">Trustees and Officers</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Board is broadly responsible for the management of the Fund, including general supervision of the duties performed by the Investment Adviser
          or the Sub-Adviser. The names and business addresses of the Trustees and officers of the Fund and their principal occupations and other affiliations during the past five years are set forth under &#8220;Management of the Fund&#8221; in the SAI.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">The Investment Adviser</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Guggenheim Funds Investment Advisors, LLC, a wholly-owned subsidiary of Guggenheim Partners, acts as the Fund&#8217;s Investment Adviser pursuant to an
          investment advisory agreement between the Fund and the Investment Adviser (the &#8220;Advisory Agreement&#8221;). The Investment Adviser is a registered investment adviser and acts as investment adviser to a number of closed-end and open-end investment
          companies. The Investment Adviser is a Delaware limited liability company, with its principal offices located at 227 West Monroe Street, Chicago, Illinois 60606.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Guggenheim Partners is a diversified financial services firm with wealth management, capital markets, investment management and proprietary
          investing businesses, whose clients are a mix of individuals, family offices, endowments, investment funds, foundations, insurance companies and other institutions that have entrusted Guggenheim Partners with the supervision of more than $325
          billion of assets as of June 30, 2021. Guggenheim Partners is headquartered in Chicago and New York with a global network of offices throughout the United States, Europe, and Asia.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Pursuant to the Advisory Agreement, the Investment Adviser is responsible for the management of the Fund, furnishes offices, necessary facilities
          and equipment on behalf of the Fund, oversees the activities of the Fund&#8217;s Sub-Adviser, provides personnel, including certain officers required for the Fund&#8217;s administrative management, and pays the compensation of all officers and Trustees of
          the Fund who are its affiliates.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">As compensation for its services, the Fund pays the Investment Adviser a fee, payable monthly, in an annual amount equal to 1.25% of the Fund&#8217;s
          average daily Managed Assets (from which the Investment Adviser pays the Sub-Adviser&#8217;s fee as described under &#8220;&#8212;The Sub-Adviser&#8221; below). &#8220;Managed Assets&#8221; for purposes of the Advisory and Sub-Advisory Agreements (as defined herein) means the total
          assets of the Fund, including the assets attributable</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; text-align: center;">129</div>
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      <div style="margin-top: 12pt; margin-bottom: 12pt;">to the proceeds of any financial leverage (whether or not these assets are reflected in the Fund&#8217;s financial statements for purposes of generally accepted accounting principles), minus liabilities,
        other than liabilities related to any financial leverage. Managed Assets for purposes of the Advisory and Sub-Advisory Agreements shall include assets attributable to financial leverage of any form, including indebtedness, engaging in reverse
        repurchase agreements, dollar rolls and economically similar transactions, investments in inverse floating rate securities, and Preferred Shares.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">In addition to the fees of the Investment Adviser, the Fund pays all other costs and expenses of its operations, including compensation of its
          Trustees (other than those affiliated with the Investment Adviser), custodial expenses, transfer agency and dividend disbursing expenses, legal fees, expenses of the Fund&#8217;s independent registered public accounting firm, expenses of repurchasing
          shares, listing expenses, expenses of preparing, printing and distributing prospectuses, stockholder reports, notices, proxy statements and reports to governmental agencies, and taxes, if any.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">A discussion regarding the basis for the approval of the Advisory Agreement by the Board will be available in the Fund&#8217;s semi-annual report to
          shareholders for the period ending November 30, 2021.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">The Sub-Adviser</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Guggenheim Partners Investment Management, LLC, a wholly-owned subsidiary of Guggenheim Partners, acts as the Fund&#8217;s Sub-Adviser pursuant to a
          sub-advisory agreement among the Fund, the Investment Adviser and the Sub-Adviser (the &#8220;Sub-Advisory Agreement&#8221;). The Sub-Adviser is a Delaware limited liability company, with its principal offices located at 100 Wilshire Boulevard, Santa Monica,
          California 90401.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Pursuant to the Sub-Advisory Agreement, the Sub-Adviser, under the supervision of the Board, is responsible for the management of the Fund&#8217;s
          portfolio of securities and provides certain facilities and personnel related to such management. As compensation for the Sub-Adviser&#8217;s services, the Investment Adviser pays the Sub-Adviser a fee, payable monthly, in a maximum annual amount equal
          to 0.625% of the Fund&#8217;s average daily Managed Assets. The Sub-Adviser is primarily responsible for the day-to-day management of the Fund.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">A discussion regarding the basis for the approval of the Sub-Advisory Agreement by the Board will be available in the Fund&#8217;s semi-annual report
          to shareholders for the period ending November 30, 2021.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">Portfolio Management</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Sub-Adviser&#8217;s investment process is a collaborative effort between various groups including: (i) economic research, which focus on key
          economic themes and trends, regional and country-specific analysis, and assessments of event-risk and policy impacts on asset prices; (ii) the Portfolio Construction Group, which utilize proprietary portfolio construction and risk modeling tools
          to determine allocation of assets among a variety of sectors; (iii) Sector Specialists, who are responsible for identifying investment opportunities in particular sectors, including the structuring of certain securities directly with the issuers
          or with investment banks and dealers involved in the origination of such securities; and (iv) portfolio managers, who determine which securities best fit the Fund based on the Fund&#8217;s investment objective and top-down sector allocations.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Sub-Adviser&#8217;s personnel with primary responsibility for the day-to-day management of the Fund&#8217;s portfolio are:</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt; font-style: italic;">B. Scott Minerd, Managing Partner, Chairman of Guggenheim Investments, Global Chief Investment Officer, and Portfolio Manager
          of the Sub-Adviser.&#160;</font><font style="font-size: 10pt;">Mr. Minerd is a founding Managing Partner and is a member of Guggenheim&#8217;s Executive Committee. In his role as Chairman of Guggenheim Investments and Global Chief Investment Officer, Mr.
          Minerd guides the Firm&#8217;s investment strategies and leads its research on global macroeconomics. Previously, Mr. Minerd was a Managing Director with Credit Suisse First Boston in charge of trading and risk management for the Fixed Income Credit
          Trading Group. In this position, he was responsible for the corporate bond, preferred stock, money markets, U.S. government agency and sovereign debt, derivatives securities, structured debt and interest rate swaps trading business units.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Prior to that, Mr. Minerd was Morgan Stanley&#8217;s London based European Capital Markets Products Trading and Risk Manager responsible for Eurobonds,
          Euro-MTNs, domestic European Bonds, FRNs, derivative securities and money market products in 12 European currencies and Asian markets. Mr. Minerd has also held capital markets positions with Merrill Lynch and Continental Bank. Prior to that, he
          was a Certified Public Accountant and worked for the public accounting firm of Price Waterhouse.</font></div>
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      <div><br>
        <br>
      </div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Mr. Minerd recently completed a second term as a member of the Federal Reserve Bank of New York&#8217;s Investor Advisory Committee on Financial
          Markets, helping advise the NY Fed President about financial market developments, risks to the financial system, and steps that can be taken to understand and mitigate these risks. He also serves and on the International Monetary Fund&#8217;s External
          Advisory Group, which provides the IMF&#8217;s Managing Director with perspectives on global developments and policy issues, including effective policy responses to the economic impact of the coronavirus pandemic. In addition, Mr. Minerd serves on the
          Board of Overseers at the Hoover Institution at Stanford University, on the board of Robert F. Kennedy Human Rights and is a member of the Asia Sustainable Infrastructure Advisory Panel, convened by the Singapore Ministry of Finance and
          Development.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">He is a regularly featured guest and contributor to leading financial media outlets, including The Wall Street Journal, The Financial Times,
          Bloomberg, and CNBC where he shares insights on today&#8217;s financial climate. Mr. Minerd holds a B.S. degree in Economics from the Wharton School, University of Pennsylvania, Philadelphia, and has completed graduate work at the University of Chicago
          Graduate School of Business and the Wharton School, University of Pennsylvania.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt; font-style: italic;">Anne B. Walsh, Managing Partner, Chief Investment Officer, Fixed Income, and Portfolio Manager of the Sub-Adviser.&#160;</font><font style="font-size: 10pt;">Ms. Walsh is Chief Investment Officer for Fixed Income at Guggenheim Investments, the global asset management business of Guggenheim Partners, where she is responsible for meeting the investment needs of the firm&#8217;s
          fixed-income clients, including insurance companies, corporate and public pension funds, sovereign wealth funds, endowments and foundations, consultants, wealth managers, and high-net-worth investors. In her role she oversees all elements of
          portfolio design, strategy, sector allocation, and risk management of fixed-income portfolios, as well as conveying Guggenheim&#8217;s macroeconomic outlook to portfolio managers and fixed-income sector specialists. She serves as head of the Portfolio
          Construction Group and Portfolio Management teams. She also chairs Guggenheim&#8217;s ESG Oversight Committee, which is responsible for the firm&#8217;s integration of environmental, social, and governance considerations in its investment process, and is a
          member of the firm&#8217;s Sustainable Stewardship Committee. Ms. Walsh is also a Managing Partner of Guggenheim Partners.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Ms. Walsh has over 35 years of experience in investment management, and her specialization in liability-driven portfolio management derives from
          her deep background in insurance asset management. Before joining Guggenheim in 2007 she served as chief investment officer at Reinsurance Group of America, and as vice president and senior investment consultant at Zurich Scudder Investments.
          Walsh also served in senior investment roles at Lincoln Investment Management and American Bankers Insurance Group.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Recognized among Barron&#8217;s 100 Most Influential Women in U.S. Finance and the nation&#8217;s top-performing female asset managers by Citywire, Walsh is
          also a sought-after source for her industry expertise, frequently appears in media outlets including Barron&#8217;s, Bloomberg, CNBC, The New York Times, and Reuters, among others, and is a frequent contributor to Guggenheim&#8217;s award-winning Thought
          Leadership.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Ms. Walsh earned a BSBA and an MBA from Auburn University and a JD from the University of Miami School of Law. She has earned the right to use
          the Chartered Financial Analyst<sup style="vertical-align: text-top; line-height: 1; font-size: smaller;">&#174;</sup> designation and is a member of the CFA Institute.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt; font-style: italic;">Steven H. Brown, Assistant Chief Investment Officer, Senior Managing Director and Portfolio Manager of the Sub-Adviser.&#160;</font><font style="font-size: 10pt;">Mr. Brown joined Guggenheim Partners (or its affiliate or predecessor) in 2010 and is a Portfolio Manager for Guggenheim Partners&#8217; Active Fixed Income and Total Return mandates. He works with the Chief Investment Officers
          and other members of the Portfolio Management team to develop and execute portfolio strategy. Additionally, he works closely with the Sector Teams and Portfolio Construction Group. Prior to joining Portfolio Management in 2012, Brown worked in
          Guggenheim Partners&#8217; Asset Backed Securities group. His responsibilities on that team included trading and evaluating investment opportunities and monitoring credit performance. Prior to joining Guggenheim Partners in 2010, Mr. Brown held roles
          within structured products at ABN AMRO and Bank of America in Chicago and London. Mr. Brown earned a BS in Finance from Indiana University&#8217;s Kelley School of Business. He has earned the right to use the Chartered Financial Analyst<sup style="vertical-align: text-top; line-height: 1; font-size: smaller;">&#174;</sup> designation and is a member of the CFA Institute.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt; font-style: italic;">Adam J. Bloch, Managing Director and Portfolio Manager of the Sub-Adviser.&#160;</font><font style="font-size: 10pt;">Mr. Bloch
          joined Guggenheim Partners in 2012 and is a Portfolio Manager for the firm&#8217;s Active Fixed Income and Total Return mandates. Mr. Bloch works with the Chief Investment Officers and other Portfolio Managers to develop portfolio strategy that is in
          line</font></div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt;">131</div>
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    <div>with the firm&#8217;s views. He oversees strategy implementation, working with research analysts and traders to generate trade ideas, hedge portfolios, and manage day-to-day risk. Prior to joining Guggenheim Partners, he worked in Leveraged Finance at
      Bank of America Merrill Lynch in New York where he structured high-yield bonds and leveraged loans for leveraged buyouts, restructurings, and corporate refinancings across multiple industries. Mr. Bloch graduated from the University of Pennsylvania.
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt; font-style: italic;">Perry Hollowell, Director and Portfolio Manager of the Sub-Adviser.&#160;</font><font style="font-size: 10pt;">Mr. Hollowell is a
          portfolio manager of Enhanced Equity Strategies at Guggenheim Partners. Mr. Hollowell joined Guggenheim in 2013 as the Senior Research Analyst on the Investment Research Team. Prior to joining Guggenheim, Mr. Hollowell worked at Goldman Sachs for
          six years as a Macro Portfolio Manager in the internal hedge fund &#8211; Principal Strategies. Mr. Hollowell holds a B.S. in Accounting and Finance from Georgetown University and an MBA from the University of Chicago Booth School of Business. Mr.
          Hollowell is also a charter holder of the Chartered Financial Analyst (CFA), Chartered Market Technician (CMT), and Chartered Alternative Investment Analyst (CAIA) designations.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt; font-style: italic;">Evan L. Serdensky, Director and Portfolio Manager of the Sub-Adviser.&#160;</font><font style="font-size: 10pt;">Mr. Serdensky
          joined Guggenheim in 2018 and is a Portfolio Manager for Guggenheim&#8217;s Active Fixed Income and Total Return mandates, specializing in corporate credit. Previously, Mr. Serdensky was a Trader on the Investment Grade Corporate team at Guggenheim
          Investments, where he was responsible for identifying and executing investment opportunities across corporate securities. Prior to joining Guggenheim, Mr. Serdensky was a Vice President and Portfolio Manager at BlackRock, responsible for actively
          managing High Yield and Multi-Sector Credit portfolios. Mr. Serdensky started his career at PIMCO supporting Total Return and Alternative strategies. Mr. Serdensky completed his B.S. in Finance from the University of Maryland and earned his M.S.
          in Finance from the Washington University in St. Louis.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The SAI provides additional information about the portfolio managers&#8217; compensation, other accounts managed by the portfolio managers and the
          portfolio managers&#8217; ownership of securities of the Fund.</font></div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">NET ASSET VALUE</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The NAV of the Common Shares is calculated by subtracting the Fund&#8217;s total liabilities (including from Borrowings) and the liquidation preference
          of any outstanding Preferred Shares from total assets (the market value of the securities the Fund holds plus cash and other assets). The per share NAV is calculated by dividing its NAV by the number of Common Shares outstanding and rounding the
          result to the nearest full cent. The Fund generally calculates its NAV once each day on which there is a regular trading session on the NYSE as of the scheduled close of normal trading on the NYSE (normally 4:00 p.m., Eastern time). The NYSE is
          open Monday through Friday, except on observation of the following holidays: New Year&#8217;s Day, Martin Luther King, Jr. Day, President&#8217;s Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. If the NYSE has
          an earlier closing time (scheduled or unscheduled), such as on days in advance of holidays generally observed by the NYSE, the Fund may calculate its NAV as of the earlier closing time or calculate its NAV as of the normally scheduled close of
          regular trading on the NYSE for that day, so long as the Sub-Adviser believes there generally remains an adequate market to obtain reliable and accurate market quotations. The Fund generally does not calculate its NAV on any day that the NYSE is
          not open for business. However, if the NYSE is closed for any other reason on a day it would normally be open for business, the Fund may calculate its NAV as of the normally scheduled close of regular trading on the NYSE for that day, so long as
          the Sub-Adviser believes there generally remains an adequate market to obtain reliable and accurate market quotations. The Fund discloses its NAV on a daily basis. Market information that becomes known to the Fund or its agent after the Fund&#8217;s
          NAV has been calculated on a particular day will not be used to retroactively adjust the price of a security or the Fund&#8217;s previously determined NAV. For more information, or to obtain the Fund&#8217;s NAV, please call 800.820.0888, or visit the
          Guggenheim Investments website www.guggenheiminvestments.com.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Board of Trustees has adopted policies and procedures for the valuation of the Fund&#8217;s investments (the &#8220;Valuation Procedures&#8221;). Pursuant to
          the Valuation Procedures, the Board has delegated to a valuation committee, consisting of representatives from investment management, fund administration, legal and compliance departments (the &#8220;Valuation Committee&#8221;), the day-to-day responsibility
          for implementing the Valuation Procedures, including, under most circumstances, the responsibility for determining the fair value of the Fund&#8217;s securities and/or other assets.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; text-align: center;">132</div>
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      </div>
      <br>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">In general, portfolio securities and assets of the Fund will be valued on the basis of readily available market quotations at their current
          market value. With respect to portfolio securities and assets of the Fund for which market quotations are not readily available or are deemed not reliable, the Fund will fair value those securities and assets in good faith using methods approved
          by the Board of Trustees. The Valuation Procedures permit the Fund to use a variety of valuation methodologies in connection with valuing the Fund&#8217;s investments. The methodology used for a specific type of investment may vary based on the market
          data available or other considerations. As a general matter, valuing securities and assets accurately is difficult and can be based on inputs and assumptions which may not always be correct.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Valuations of the Fund&#8217;s securities and other assets are supplied primarily by independent third party pricing services appointed pursuant to the
          processes set forth in the Valuation Procedures. The Fund&#8217;s officers, through the Valuation Committee and consistent with the monitoring and review responsibilities set forth in the Valuation Procedures, regularly review procedures used and
          valuations provided by the pricing services. Valuations provided by pricing services are generally based on methods that the Valuation Committee believes are reasonably designed to approximate the amount that the Fund would receive upon the sale
          of the portfolio security or asset. When providing valuations to the Fund, pricing services use various inputs, methods, models and assumptions, which may include information provided by broker-dealers and other market makers. Pricing services
          face the same challenges as the Fund in valuing securities and assets and may rely on limited available information. If the pricing service cannot or does not provide a valuation for a particular investment, or such valuation is deemed
          unreliable, such investment is fair valued.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Quotes from broker-dealers (</font><font style="font-size: 10pt; font-style: italic;">i.e.</font><font style="font-size: 10pt;">, prices provided
          by a broker-dealer or other market participant, which may or may not be committed to trade at that price), adjusted for fluctuations in criteria such as credit spreads and interest rates, may also be used to value the Fund&#8217;s securities and
          assets. Quotes from broker-dealers vary in terms of depth (</font><font style="font-size: 10pt; font-style: italic;">e.g.</font><font style="font-size: 10pt;">, provided by a single broker-dealer) and frequency (</font><font style="font-size: 10pt; font-style: italic;">e.g.</font><font style="font-size: 10pt;">, provided on a daily, weekly, or monthly basis, or any other regular or irregular interval). Although quotes from broker-dealers are typically received from established market
          participants, the Fund may not have the transparency to view the underlying inputs which support such quotes. Significant changes in a quote from a broker-dealer would generally result in significant changes in the fair value of the security.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">U.S. Government securities are valued by pricing services, the last traded fill price, or at the reported bid price at the close of business.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Debt securities with a maturity of greater than 60 days at acquisition are valued at prices that reflect broker-dealer supplied valuations or are
          obtained from independent pricing services, which may consider the trade activity, treasury spreads, yields or price of bonds of comparable quality, coupon, maturity, and type, as well as prices quoted by dealers who make markets in such
          securities. Short-term debt securities with a maturity of 60 days or less at acquisition are valued at amortized cost, provided such amount approximates market value.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; text-indent: 18pt;">CLOs, CDOs, MBS, ABS, and other structured finance securities are generally valued using a pricing service.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; text-indent: 18pt;">Repurchase agreements are generally valued at amortized cost, provided such amounts approximate market value.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Equity securities listed or traded on a recognized U.S. securities exchange or the National Association of Securities Dealers Automated
          Quotations (&#8220;NASDAQ&#8221;) National Market System shall generally be valued on the basis of the last sale price on the primary U.S. exchange or market on which the security is listed or traded; provided, however, that securities listed on NASDAQ will
          be valued at the NASDAQ Official Closing Price, which may not necessarily represent the last sale price. If there is no sale on the valuation date, exchange-traded U.S. equity securities will be valued on the basis of the last bid price.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Open-end investment companies are valued at their NAV as of the close of business, on the valuation date. ETFs and closed-end investment
          companies are valued at the last quoted sale price.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Fund values exchange-traded options and other exchange-traded derivative contracts at the mean of the bid and ask prices on the principal
          exchange on which they are traded. OTC options are valued using a price provided by a pricing service.</font></div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt;">133</div>
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      <br>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Forward foreign currency exchange contracts are valued daily based on the applicable exchange rate of the underlying security.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The value of an interest rate swap agreement entered into by the Fund is determined using the prior day&#8217;s Chicago Mercantile Exchange closing
          price, adjusted for the current day&#8217;s spreads. The values of other swap agreements entered into by the Fund are accounted for using the unrealized appreciation or depreciation on the agreements that are determined by marking the agreements to the
          last quoted value of the index or other underlying positions that the swaps pertain to at the close of the NYSE.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Typically, loans are valued using information provided by pricing services that use broker quotes, among other inputs. If the pricing service
          cannot or does not provide a valuation for a particular loan, or such valuation is deemed unreliable, such investment is valued based on a quote from a broker-dealer or is fair valued by the Valuation Committee. The Fund may invest in loans or
          asset-backed securities as part of its investment strategies which may have a significant amount of these instruments that are fair valued.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Fund&#8217;s securities that are traded primarily in foreign markets may be traded in such markets on days that the NYSE is closed. Generally,
          trading in foreign securities markets is substantially completed each day at various times prior to the close of the NYSE. The values of foreign securities are determined as of the close of such foreign markets or the close of the NYSE, if
          earlier. All investments quoted in foreign currencies are valued in U.S. dollars on the basis of the foreign currency exchange rates prevailing at the close of U.S. business at 4:00 p.m. As a result, the NAV of the Fund may be significantly
          affected on days when Common Shareholders have no ability to trade the Common Shares on the NYSE. Investments in foreign securities may involve risks not present in domestic investments. The Valuation Committee will determine the current value of
          such foreign securities by taking into consideration certain factors which may include those discussed above, as well as the following factors, among others: the value of the securities traded on other foreign markets, ADR trading, closed-end
          fund trading, foreign currency exchange activity, and the trading prices of financial products that are tied to foreign securities. In addition, under the Valuation Procedures, the Valuation Committee and the Sub-Adviser are authorized to use
          prices and other information supplied by a third party pricing vendor in valuing foreign securities.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Investments for which market quotations are not readily available are fair valued as determined in good faith by the Sub-Adviser, subject to
          review and approval by the Valuation Committee, pursuant to methods established or ratified by the Board. The Valuation Committee convenes regularly to review the valuation of all portfolio securities and assets which have been fair valued for
          reasonableness. Valuations in accordance with these methods are intended to reflect each security&#8217;s (or asset&#8217;s or liability&#8217;s) &#8220;fair value.&#8221; Each such determination is based on a consideration of all relevant factors, which are likely to vary
          from one pricing context to another. Examples of such factors may include, but are not limited to market prices; sale prices; broker quotes; and models which derive prices based on inputs such as prices of securities with comparable maturities
          and characteristics, or based on inputs such as anticipated cash flows or collateral, spread over U.S. Treasury securities, and other information analysis. The Fund values derivatives transactions in accordance with the Valuation Procedures. In
          connection with futures contracts and other derivative investments, such factors may include obtaining information as to how (a) these contracts and other derivative investments trade in the futures or other derivative markets, respectively, and
          (b) the securities underlying these contracts and other derivative investments trade in the cash market. Accrued payments to the Fund under such transactions will be assets of the Fund and accrued payments by the Fund will be liabilities of the
          Fund.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Fund may also fair value securities and assets when a significant event is deemed to have occurred after the time of a market quotation
          including for securities and assets traded on foreign markets and securities and assets for which market quotations are provided by pricing services as of a time that is prior to the time when the Fund determine its NAV. There can be no assurance
          in each case that significant events will be identified.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Proportions of the Fund&#8217;s investments that are fair valued vary from time to time and the Fund may fair value a significant amount of its
          portfolio securities and assets. The Fund&#8217;s shareholder reports contain more information about the Fund&#8217;s holdings that are fair valued. Investors should consult these reports for additional information.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Fair value represents a good faith approximation of the value of a security. Fair value determinations may be based on limited inputs and involve
          the consideration of a number of subjective factors, an analysis of applicable facts and circumstances, and the exercise of judgment. As a result, it is possible that the fair value for a security determined in good faith in accordance with the
          Fund&#8217;s valuation procedures may differ from valuations for the same security</font></div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt;">134</div>
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      <div><br>
      </div>
      <div style="margin-top: 12pt; margin-bottom: 12pt;">determined by other funds using their own valuation procedures. Although the Fund&#8217;s valuation procedures are designed to value a portfolio security or asset at the price the Fund may reasonably
        expect to receive upon its sale in an orderly transaction, there can be no assurance that any fair value determination thereunder would, in fact, approximate the amount that the Fund would receive upon the sale of the portfolio security or asset or
        the price at which the portfolio security or asset would trade if a reliable market quotation were readily available.</div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">DISTRIBUTIONS</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Fund intends to pay substantially all of its net investment income, if any, to Common Shareholders through monthly distributions. In
          addition, the Fund intends to distribute net long-term capital gains to Common Shareholders as long-term capital gain dividends at least annually. The Fund expects that distributions paid on the Common Shares will consist of (i) investment
          company taxable income taxed as ordinary income, which includes, among other things, ordinary income (including qualified dividend income), short-term capital gain and income from certain hedging and interest rate transactions, and (ii) long-term
          capital gain (gain from the sale of a capital asset held longer than one year). Distributions may be paid by the Fund from any permitted source and, from time to time, all or a portion of a distribution may be a return of capital. To the extent
          the Fund receives dividends with respect to its investments in Common Equity Securities that consist of qualified dividend income (income from domestic and certain foreign corporations), a portion of the Fund&#8217;s distributions to its Common
          Shareholders may consist of qualified dividend income. Qualified dividend income and long-term capital gains of certain non-corporate U.S. Common Shareholders (including individuals) will be taxable at reduced maximum rates. The Fund cannot
          assure you, however, as to what percentage of the dividends paid on the Common Shares, if any, will consist of qualified dividend income or long-term capital gains.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Pursuant to the requirements of the 1940 Act, in the event the Fund makes distributions from sources other than income, a notice will accompany
          each monthly distribution with respect to the estimated source of the distribution made. Such notices will describe the portion, if any, of the monthly dividend which, in the Fund&#8217;s good faith judgment, constitutes long-term capital gain,
          short-term capital gain, investment company taxable income or a return of capital. The actual character of such dividend distributions for U.S. federal income tax purposes, however, will only be determined finally by the Fund at the close of its
          fiscal year, based on the Fund&#8217;s full year performance and its actual net investment company taxable income and net capital gains for the year, which may result in a recharacterization of amounts distributed during such fiscal year from the
          characterization in the monthly estimates.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Fund expects to declare the initial distribution approximately 45 to 60 days from the completion of this offering, and to pay such
          distribution approximately 60 to 90 days, from the completion of this offering, depending upon market conditions. The Fund expects that over time it will distribute all of its investment company taxable income. The investment company taxable
          income of the Fund will consist of all dividend and interest income accrued on portfolio assets, short-term capital gain and income from certain hedging and interest rate transactions, less all expenses of the Fund. Expenses of the Fund will be
          accrued each day.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">To permit the Fund to maintain more stable monthly distributions, the Fund may distribute more or less than the entire amount of the net
          investment income earned in a particular period. As a result, the distributions paid by the Fund for any particular monthly period may be more or less than the amount of net investment income actually earned by the Fund during the period, and the
          Fund may have to sell a portion of its investment portfolio to make a distribution at a time when independent investment judgment might not dictate such action. Any undistributed net investment income may be available to supplement future
          distributions. Undistributed net investment income is included in the Common Shares&#8217; NAV, and, correspondingly, distributions from net investment income will reduce the Common Shares&#8217; NAV. In certain circumstances, the Fund may elect to retain
          income or capital gain and pay income or excise tax on such undistributed amount, to the extent that the Board, in consultation with Fund management, determines it to be in the best interest of shareholders to do so.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Alternatively, the distributions paid by the Fund for any particular month may be more than the amount of net investment income from that monthly
          period. As a result, all or a portion of a distribution may be a return of capital. If the Fund&#8217;s total distributions in any year exceed the amount of its investment company taxable income and net capital gain for the year, any such excess would
          generally be characterized as a return of capital for U.S. federal income tax purposes, to the extent such amounts exceed the Fund&#8217;s current and accumulated earnings and profits. The amount by which the Fund&#8217;s total distributions exceed
          investment company taxable income and net capital gain would generally</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; text-align: center;">135</div>
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      </div>
      <br>
      <div> <br>
      </div>
      <div style="margin-top: 12pt; margin-bottom: 12pt;">be treated as a return of capital up to the amount of the Common Shareholder&#8217;s tax basis in their Common Shares, which would reduce such tax basis, with any amounts exceeding such basis treated as a
        gain from the sale of their Common Shares. Consequently, although a return of capital may not be taxable, it will generally increase the Common Shareholder&#8217;s potential gain, or reduce the Common Shareholder&#8217;s potential loss, on any subsequent sale
        or other disposition of Common Shares. A return of capital distribution is in effect a partial return of the amount a Common Shareholder invested in the Fund. Shareholders who periodically receive the payment of a distribution consisting of a
        return of capital may be under the impression that they are receiving net income or profits when they are not. Shareholders should not assume that the source of a distribution from the Fund is net income or profit.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">If you hold your Common Shares in your own name or if you hold your Common Shares with a brokerage firm that participates in the Fund&#8217;s Dividend
          Reinvestment Plan (the &#8220;Plan&#8221;), unless you elect to receive cash, all dividends and distributions that are declared by the Fund will be automatically reinvested in additional Common Shares of the Fund pursuant to the Plan. If you hold your Common
          Shares with a brokerage firm that does not participate in the Plan, you will not be able to participate in the Plan and any dividend reinvestment may be effected on different terms than those described above. Consult your financial adviser for
          more information. See &#8220;Dividend Reinvestment Plan.&#8221;</font></div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">DIVIDEND REINVESTMENT PLAN</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Under the Fund&#8217;s Dividend Reinvestment Plan, a shareholder whose Common Shares are registered in his or her own name will have all distributions
          reinvested automatically by Computershare Trust Company, N.A., which is agent under the Plan (the &#8220;Plan Agent&#8221;), unless the shareholder elects to receive cash. Distributions with respect to Common Shares registered in the name of a broker-dealer
          or other nominee (that is, in &#8220;street name&#8221;) will be reinvested by the broker or nominee in additional Common Shares under the Plan, unless the service is not provided by the broker or nominee or the shareholder elects to receive distributions in
          cash. Investors who own Common Shares registered in street name should consult their broker-dealers for details regarding reinvestment. To obtain information on how to change your distribution option from the Plan to cash distributions, or vice
          versa, contact your broker or, if you own Common Shares directly, contact the Plan Agent at the contact information provided below. All distributions to investors who do not participate in the Plan will be paid by check mailed directly to the
          record holder by Computershare Inc. as dividend disbursing agent.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Under the Plan, whenever the market price of the Common Shares is equal to or exceeds NAV at the time Common Shares are valued for purposes of
          determining the number of Common Shares equivalent to the cash dividend or capital gains distribution, participants in the Plan are issued new Common Shares from the Fund, valued at the greater of (i) the NAV as most recently determined or (ii)
          95% of the then-current market price of the Common Shares. The valuation date is the dividend or distribution payment date or, if that date is not a NYSE trading day, the next preceding trading day. If the NAV of the Common Shares at the time of
          valuation exceeds the market price of the Common Shares, the Plan Agent will buy the Common Shares for such Plan in the open market, on the NYSE or elsewhere, for the participants&#8217; accounts, except that the Plan Agent will endeavor to terminate
          purchases in the open market and cause the Fund to issue Common Shares at the greater of NAV or 95% of market value if, following the commencement of such purchases, the market value of the Common Shares exceeds NAV.<br>
          <br>
          &#160;&#160;&#160; If, before the Plan Agent has completed its open-market purchases, the market price per Common Share exceeds the net asset value per common share, the average per common share purchase price paid by the Plan Agent may exceed the NAV of the
          Common Shares, resulting in the acquisition of fewer Common Shares than if the dividend or distribution had been paid in newly issued Common Shares on the dividend or distribution payment date. Because of the foregoing difficulty with respect to
          open-market purchases, the Plan provides that if the Plan Agent is unable to invest the full dividend or distribution amount in open-market purchases during the purchase period or if the market discount shifts to a market premium during the
          purchase period, the Plan Agent may cease making open-market purchases and may invest the uninvested portion of the dividend or distribution amount in newly issued Common Shares at NAV per common share at the close of business on the last
          purchase date provided that, if the NAV is less than or equal to 95% of the then current market price per Common Share; the dollar amount of the dividend or distribution will be divided by 95% of the market price on the payment date.<br>
        </font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt; text-indent: 9pt;"><font style="font-size: 10pt;">If the Fund should declare a distribution or capital gains distribution payable only in cash, the Plan Agent will buy the Common
          Shares for such Plan in the open market, on the NYSE or elsewhere, for the participants&#8217; accounts. There is no charge from the Fund for reinvestment of dividends or distributions in Common Shares pursuant to the Plan; however, all participants
          will pay a pro rata share of brokerage commissions incurred by the Plan Agent when it makes open-market purchases.<br>
        </font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Plan Agent maintains all shareholder accounts in the Plan and furnishes written confirmations of all transactions in the account, including
          information needed by shareholders for personal and tax records. Common <br>
        </font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; text-align: center;">136</div>
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      </div>
      <br>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;"><font style="font-size: 10pt;">Shares in the account of each Plan participant will be held by the Plan Agent in noncertificated form in the name of the participant.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">In the case of shareholders such as banks, brokers or nominees, which hold Common Shares for others who are the beneficial owners, the Plan Agent
          will administer the Plan on the basis of the number of Common Shares certified from time to time by the shareholder as representing the total amount registered in the shareholder&#8217;s name and held for the account of beneficial owners who
          participate in the Plan.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The automatic reinvestment of dividends and other distributions will not relieve participants of an income tax that may be payable or required to
          be withheld on such dividends or distributions.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160; &#160;&#160;<font style="font-size: 10pt;">Experience under the Plan may indicate that changes are desirable. Accordingly, the Fund reserves the right to amend or terminate its Plan,
            including as to any voluntary cash payments made and any dividend or distribution paid subsequent to written notice of the change sent to the members of such Plan at least 90 days before the record date for such dividend or distribution.
            Participation in the Plan may also be terminated by participants of the Plan by notice from the participant if received and processed by the Plan Agent prior to the dividend record date; otherwise such termination will be effective with respect
            to any subsequently declared dividend or other distribution. All correspondence concerning the Plan should be directed to Computershare Trust Company N.A., P.O. Box 505000, Louisville KY, 40233-5000. Participants may also contact the Plan Agent
            online at <u>www.computershare.com/investor</u> or by telephone at: (866) 488-3559.</font> </div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">DESCRIPTION OF CAPITAL STRUCTURE</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The following is a brief description of the terms of the Common Shares, Borrowings and Preferred Shares which may be issued by the Fund. This
          description does not purport to be complete and is qualified by reference to the Fund&#8217;s Governing Documents.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">Common Shares</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Fund is an unincorporated statutory trust organized under the laws of Delaware pursuant to a Certificate of Trust, dated as of May 20, 2021.
          Pursuant to the Agreement and Declaration of Trust, the Fund is authorized to issue an unlimited number of common shares of beneficial interest, par value $0.01 per share. Each Common Share, when issued and paid for in accordance with the terms
          of this offering, will be fully paid and non-assessable. All Common Shares are equal as to dividends, assets and voting privileges and have no conversion, preemptive or other subscription rights.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt; font-style: italic;">Listing and Symbol.&#160;</font><font style="font-size: 10pt;">The Common Shares are expected to be listed on the NYSE, subject to
          notice of issuance, under the symbol &#8220;GUG.&#8221;</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt; font-style: italic;">Voting Rights.&#160;</font><font style="font-size: 10pt;">Until any Preferred Shares are issued, holders of the Common Shares will
          vote as a single class to elect the Board and on additional matters with respect to which the 1940 Act mandates a vote by the Fund&#8217;s shareholders. If Preferred Shares are issued, holders of Preferred Shares will have a right to elect two of the
          Fund&#8217;s Trustees, and will have certain other voting rights. See &#8220;Anti-Takeover and Other Provisions in the Fund&#8217;s Governing Documents.&#8221;</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt; font-style: italic;">Issuance of Additional Common Shares.&#160;</font><font style="font-size: 10pt;">The provisions of the 1940 Act generally require
          that the public offering price (less underwriting commissions and discounts) of common shares sold by a closed-end investment company must equal or exceed the NAV of such company&#8217;s common shares (calculated within 48 hours of the pricing of such
          offering), unless such sale is made with the consent of a majority of its common shareholders and under certain other enumerated circumstances. The Fund may, from time to time, seek the consent of Common Shareholders to permit the issuance and
          sale by the Fund of Common Shares at a price below the Fund&#8217;s then-current NAV, subject to certain conditions. If such consent is obtained, the Fund may, contemporaneous with and in no event more than one year following the receipt of such
          consent, sell Common Shares at a price below NAV in accordance with any conditions adopted in connection with the giving of such consent. Additional information regarding any consent of Common Shareholders obtained by the Fund and the applicable
          conditions imposed on the issuance and sale by the Fund of Common Shares at a price below NAV will be disclosed in the Prospectus Supplement relating to any such offering of Common Shares at a price below NAV. Until such consent of Common
          Shareholders, if any, is obtained, the Fund may not sell Common Shares at a price below NAV. Because the Fund&#8217;s advisory fee and sub-advisory fee are based upon average Managed Assets, the Investment Adviser&#8217;s and the Sub-Adviser&#8217;s interests in
          recommending the issuance and sale of Common Shares at a price below NAV may conflict with the interests of the Fund and its Common Shareholders.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; text-align: center;">137</div>
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      </div>
      <br>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">Borrowings</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Fund is permitted, without prior approval of the Common Shareholders, to borrow money. The Fund may issue notes or other evidence of
          indebtedness (including bank borrowings or commercial paper) and may secure any such Borrowings by mortgaging, pledging or otherwise subjecting the Fund&#8217;s assets as security. In connection with such Borrowings, the Fund may be required to
          maintain minimum average balances with the lender or to pay a commitment or other fee to maintain a line of credit. Any such requirements will increase the cost of borrowing over the stated interest rate.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt; font-style: italic;">Limitations.&#160;</font><font style="font-size: 10pt;">Borrowings by the Fund are subject to certain limitations under the 1940
          Act, including the amount of asset coverage required. In addition, agreements related to the Borrowings may also impose certain requirements, which may be more stringent than those imposed by the 1940 Act. See &#8220;Use of Financial Leverage&#8221; and
          &#8220;Risks&#8212;Financial Leverage and Leveraged Transactions Risk.&#8221;</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt; font-style: italic;">Distribution Preference.&#160;</font><font style="font-size: 10pt;">The rights of lenders to the Fund to receive interest on, and
          repayment of, principal of any such Borrowings will be senior to those of the Common Shareholders, and the terms of any such Borrowings may contain provisions which limit certain activities of the Fund, including the payment of dividends to
          Common Shareholders in certain circumstances.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt; font-style: italic;">Voting Rights.&#160;</font><font style="font-size: 10pt;">The 1940 Act does (in certain circumstances) grant to the lenders to the
          Fund certain voting rights in the event of default in the payment of interest on, or repayment of, principal. Any Borrowings will likely be ranked senior or equal to all other existing and future borrowings of the Fund.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">Preferred Shares</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Fund&#8217;s Governing Documents provide that the Board may authorize and issue Preferred Shares with rights as determined by the Board of
          Trustees, by action of the Board without prior approval of the holders of the Common Shares. Common Shareholders have no preemptive right to purchase any Preferred Shares that might be issued. Under the 1940 Act, the Fund may not issue Preferred
          Shares if, immediately after issuance, the Fund would have asset coverage (as defined in the 1940 Act) of less than 200%, calculated as the ratio of the Fund&#8217;s total assets (less all liabilities and indebtedness not represented by senior
          securities) over the aggregate amount of the Fund&#8217;s outstanding senior securities representing indebtedness plus the aggregate liquidation preference of any outstanding shares of preferred stock. In addition, the Fund generally is not permitted
          to declare any cash dividend or other distribution on the Fund&#8217;s Common Shares, or purchase any such Common Shares, unless, at the time of such declaration, the Fund would have asset coverage (as described above) of at least 200% after deducting
          the amount of such dividend or other distribution. The 1940 Act grants to the holders of senior securities representing stock issued by the Fund certain voting rights. Failure to maintain certain asset coverage requirements under the 1940 Act
          could entitle the holders of Preferred Shares to elect a majority of the Board. If the Fund issues and has preferred shares outstanding, the Common Shareholders will generally not be entitled to receive any distributions from the Fund unless all
          accrued dividends on preferred shares have been paid. Issuance of Preferred Shares would constitute financial leverage and would entail special risks to the Common Shareholders. The Fund has no present intention to issue preferred shares.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold; text-align: center;">ANTI-TAKEOVER AND OTHER PROVISIONS IN THE FUND&#8217;S GOVERNING DOCUMENTS</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Fund presently has provisions in its Governing Documents which could have the effect of limiting, in each case, (i) the ability of other
          entities or persons to acquire control of the Fund, (ii) the Fund&#8217;s freedom to engage in certain transactions or (iii) the ability of the Fund&#8217;s Trustees or shareholders to amend the Governing Documents or effectuate changes in the Fund&#8217;s
          management. These provisions of the Governing Documents of the Fund may be regarded as &#8220;anti-takeover&#8221; provisions. The Board is divided into three classes, with the terms of one class expiring at each annual meeting of shareholders. At each
          annual meeting, one class of Trustees is elected to a three-year term. This provision could delay for up to two years the replacement of a majority of the Board. A Trustee may be removed from office by the action of a majority of the remaining
          Continuing Trustees followed by a vote of the holders of at least 75% of the outstanding shares then entitled to vote for the election of the respective Trustee.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">In addition, the Agreement and Declaration of Trust requires the favorable vote of a majority of the Continuing Trustees then in office followed
          by the favorable vote of the holders of at least 75% of the outstanding shares of each affected class or series of the Fund, voting separately as a class or series, to approve, adopt or authorize certain transactions with 5% or greater holders of
          a class or series of shares and their associates, unless a memorandum of</font></div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt;">138</div>
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      </div>
      <br>
      <div style="margin-top: 12pt; margin-bottom: 12pt;"> understanding with respect to and substantially consistent with the transaction has been approved by at least 80% of the Continuing Trustees, in which case &#8220;a majority of the outstanding voting
          securities&#8221; (as defined in the 1940 Act) of the Fund shall be required. For purposes of these provisions, a 5% or greater holder of a class or series of shares (a &#8220;Principal Shareholder&#8221;) refers to any person who, whether directly or indirectly
          and whether alone or together with its affiliates and associates, beneficially owns 5% or more of the outstanding shares of any class or series of shares of beneficial interest of the Fund. </div>
      <div style="margin-top: 12pt; margin-bottom: 12pt;">The 5% holder transactions subject to these special approval requirements are:</div>
      <div>
        <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: rgb(0, 0, 0);" class="DSPFListTable" id="z2d1e130061584b76b6fed01878fccca2">

            <tr>
              <td style="width: 36pt; vertical-align: top;">
                <div style="margin-left: 18pt; font-size: 14pt;">&#8226;</div>
              </td>
              <td style="width: auto; vertical-align: middle;">
                <div>the merger or consolidation of the Fund or any subsidiary of the Fund with or into any Principal Shareholder;</div>
              </td>
            </tr>

        </table>
      </div>
      <div>
        <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: rgb(0, 0, 0);" class="DSPFListTable" id="zfbf1c693be1f4d228acb64885c316525">

            <tr>
              <td style="width: 36pt; vertical-align: top;">
                <div style="margin-left: 18pt; font-size: 14pt;">&#8226;</div>
              </td>
              <td style="width: auto; vertical-align: middle;">
                <div style="font-size: 14pt;"><font style="font-size: 10pt;">the issuance of any securities of the Fund to any Principal Shareholder for cash (other than (i) an issuance of</font>&#160;<font style="font-size: 10pt;">preferred stock approved by
                    80% of the Continuing Trustees or (ii) pursuant to any automatic dividend</font>&#160;<font style="font-size: 10pt;">reinvestment plan);</font></div>
              </td>
            </tr>

        </table>
      </div>
      <div>
        <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: rgb(0, 0, 0);" class="DSPFListTable" id="z2dbc42400ecd49609a9223e43ad20e44">

            <tr>
              <td style="width: 36pt; vertical-align: top;">
                <div style="margin-left: 18pt; font-size: 14pt;">&#8226;</div>
              </td>
              <td style="width: auto; vertical-align: middle;">
                <div style="font-size: 14pt;"><font style="font-size: 10pt;">the sale, lease or exchange of all or any substantial part of the assets of the Fund to any Principal Shareholder,</font>&#160;<font style="font-size: 10pt;">except assets having an
                    aggregate fair market value of less than $1,000,000, aggregating for the purpose of such</font>&#160;<font style="font-size: 10pt;">computation all assets sold, leased or exchanged in any series of similar transactions within a twelve-month</font>&#160;<font style="font-size: 10pt;">period; or</font></div>
              </td>
            </tr>

        </table>
      </div>
      <div>
        <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: rgb(0, 0, 0);" class="DSPFListTable" id="z3547154b777543358ec90f03a4f71e31">

            <tr>
              <td style="width: 36pt; vertical-align: top;">
                <div style="margin-left: 18pt; font-size: 14pt;">&#8226;</div>
              </td>
              <td style="width: auto; vertical-align: middle;">
                <div style="font-size: 14pt;"><font style="font-size: 10pt;">the sale, lease or exchange to the Fund or any subsidiary of the Fund, in exchange for securities of the Fund, of</font>&#160;<font style="font-size: 10pt;">any assets of any Principal
                    Shareholder, except assets having an aggregate fair market value of less than</font>&#160;<font style="font-size: 10pt;">$1,000,000, aggregating for purposes of such computation all assets sold, leased or exchanged in any series of</font>&#160;<font style="font-size: 10pt;">similar transactions within a twelve-month period.</font></div>
              </td>
            </tr>

        </table>
      </div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Fund&#8217;s Governing Documents provide that a shareholder who obtains beneficial ownership of shares in a &#8220;Control Share Acquisition&#8221; shall have
          no voting rights with respect to such shares except to the extent authorized by shareholders of the Fund. Such authorization shall require the affirmative vote of the holders of two-thirds of the shares of the Fund entitled to vote on the matter,
          excluding interested shares. Interested shares include shares held by Fund officers, Interested Trustees of the Fund, and any person who has acquired shares in a Control Share Acquisition (the &#8220;Control Share Provisions&#8221;). The Fund&#8217;s Governing
          Documents define a &#8220;Control Share Acquisition,&#8221; pursuant to various conditions and exceptions, to include an acquisition of Shares that would give the beneficial owner, upon the acquisition of such shares, the ability to exercise voting power,
          but for the Control Share Provisions, in the election of trustees in any of the following ranges: (i) one-tenth or more, but less than one-third of all voting power; (ii) one-third or more, but less than a majority of all voting power; or (iii) a
          majority of all voting power. For this purpose, all shares acquired by a person within 90 days before or after the date on which such person acquires shares that result in a Control Share Acquisition, and all shares acquired by such person
          pursuant to a plan to make a Control Share Acquisition, shall be deemed to have been acquired in the same Control Share Acquisition. Subject to various conditions and procedural requirements, including the delivery of a &#8220;Control Share Acquisition
          Statement&#8221; to the Fund setting forth certain required information, a shareholder who obtains or proposes to obtain beneficial ownership of shares in a Control Share Acquisition generally may request a vote of shareholders to approve the
          authorization of voting rights of such shareholder with respect to such shares at a meeting of Fund shareholders following the Control Share Acquisition.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">To convert the Fund to an open-end investment company, the Agreement and Declaration of Trust requires the favorable vote of a majority of the
          Continuing Trustees followed by the favorable vote of the holders of at least 75% of the outstanding shares of each affected class or series of shares of the Fund, voting separately as a class or series, unless such amendment has been approved by
          at least 80% of the Continuing Trustees, in which case &#8220;a majority of the outstanding voting securities&#8221; (as defined in the 1940 Act) of the Fund shall be required.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">In addition to dissolution pursuant to the limited term provision described below, under the Agreement and Declaration of Trust the Fund may be
          dissolved by the favorable vote of a majority of the Trustees followed by the favorable vote of the holders of at least 75% of the outstanding shares of each affected class or series of the Fund, voting separately as a class or series, unless
          such liquidation has been approved by at least 80% of Trustees, in which case &#8220;a majority of the outstanding voting securities&#8221; (as defined in the 1940 Act) of the Fund shall be required.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">For the purposes of calculating &#8220;a majority of the outstanding voting securities&#8221; under the Agreement and Declaration of Trust, each class and
          series of the Fund shall vote together as a single class, except to the extent</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; text-align: center;">139</div>
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      </div>
      <br>
      <div><br>
      </div>
      <div style="margin-top: 12pt; margin-bottom: 12pt;">required by the 1940 Act or the 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.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">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 Delaware law or the 1940 Act, are in the best interest 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. See &#8220;Additional Information.&#8221;</font></div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">LIMITED TERM AND ELIGIBLE TENDER OFFER</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Fund intends to dissolve as of the first business day after its twelfth anniversary of the effective date of the Fund. The Fund&#8217;s liquidation
          date may be extended up to two years if approved by a majority of the Board of Trustees and seventy-five percent (75%) of the Continuing Trustees. <br>
        </font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Beginning with the Wind-Down Period, the Fund may begin liquidating all or a portion of the Fund&#8217;s portfolio, and may deviate from its investment
          policies and may not achieve its investment objective. During the Wind-Down Period (or in anticipation of an Eligible Tender Offer), the Fund&#8217;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.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">As of a date within the 6-18 months preceding the Dissolution Date (as may be extended as described above), the Board may, by a Board Action
          Vote, cause the Fund to conduct an Eligible Tender Offer. In accordance with the Agreement and Declaration of Trust, in an Eligible Tender Offer, the Fund 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 Fund having </font><font style="font-size: 10pt;"> net assets totaling less than $200 million (the &#8220;Dissolution Threshold&#8221;), the Eligible Tender Offer will be canceled, no
          Common Shares will be repurchased pursuant to the Eligible Tender Offer and the Fund will dissolve as scheduled (provided that if the Eligible Tender Offer was made prior to the Dissolution Date, the Board may approve an extension of the
          Dissolution Date). Regardless of whether the Eligible Tender Offer is completed or canceled, the Investment Adviser 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 Fund and its Shareholders. The Eligible Tender Offer would be made, and Common Shareholders would
          be notified thereof, in accordance with the requirements of the 1940 Act, the 1934 Act and the applicable tender offer rules thereunder (including Rule 13e-4 and Regulation 14E under the 1934 Act). If Eligible Tender Offer is conducted and the
          payment for properly tendered Common Shares would result in the Fund having net assets greater than or equal to the Dissolution Threshold, all Common Shares properly tendered and not withdrawn will be purchased by the Fund pursuant to the terms
          of the Eligible Tender Offer. The Fund&#8217;s purchase of tendered Common Shares pursuant to a tender offer will generally have tax consequences for tendering Common Shareholders and may have tax consequences for non-tendering Common Shareholders. In
          addition, the Fund would continue to be subject to its obligations with respect to its issued and outstanding borrowings, Preferred Shares or debt securities, if any. An Eligible Tender Offer may be commenced by a Board Action Vote, without a
          shareholder vote. The Fund is not required to conduct an Eligible Tender Offer. If no Eligible Tender Offer is conducted, the Fund 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 requisite approval of the Board and the Fund&#8217;s shareholders.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Following the completion of an Eligible Tender Offer, the Board may, by a Board Action Vote, eliminate the Dissolution Date without shareholder
          approval and provide for the Fund&#8217;s perpetual existence. 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
          Investment Adviser, taking into account that the Investment Adviser </font><font style="font-size: 10pt;">may have a potential conflict of interest in recommending to the Board that the limited term structure be eliminated and the Fund have a
          perpetual existence. In making a decision to eliminate the Dissolution Date to provide for the Fund&#8217;s perpetual existence, the Board will take such actions with respect to the continued </font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; text-align: center;">140</div>
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      </div>
      <br>
      <div style="margin-top: 12pt; margin-bottom: 12pt;">operations of the Fund as it deems to be in the best interests of the Fund. The Investment Adviser may have a conflict of interest in recommending to the Board any extension of the initial
        Dissolution Date or that the Dissolution Date be eliminated and the Fund have a perpetual existence. The Fund 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 Fund will have a perpetual existence.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">All Common Shareholders remaining after a tender offer will be subject to proportionately higher expenses due to the reduction in the Fund&#8217;s
          assets resulting from payment for any tendered Common Shares. A reduction in assets, and the corresponding increase in the Fund&#8217;s expense ratio, could result in lower returns and put the Fund at a disadvantage relative to its peers and
          potentially cause the Fund&#8217;s Common Shares to trade at a wider discount to NAV than it otherwise would. Such reduction in the Fund&#8217;s assets may also result in less investment flexibility, reduced diversification and greater volatility for the
          Fund, and may have an adverse effect on the Fund&#8217;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.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="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 Fund&#8217;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.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Upon its dissolution, the Fund 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 Fund, as may be determined by the Board. The Fund 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. Accordingly, as the Fund nears an Eligible Tender Offer or the Dissolution Date, the Investment
          Adviser may begin liquidating all or a portion of the Fund&#8217;s portfolio through opportunistic sales. During this time, the Fund 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 Fund&#8217;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 Fund 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 Fund&#8217;s distributions during the Wind-Down Period may decrease, and such distributions may include a return of capital. The Fund 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 Fund, regardless of their participation in the Fund&#8217;s dividend reinvestment plan. Shareholders generally will realize capital gain or loss upon the dissolution of the Fund 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&#8217;s adjusted tax basis in the shares of the Fund for U.S. federal income tax purposes.
          As soon as practicable after the Dissolution Date, the Fund 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 Delaware law.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Although it is anticipated that the Fund 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</font></div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt;">141</div>
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      </div>
      <br>
      <div style="margin-top: 12pt; margin-bottom: 12pt;">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 Fund and the value of their interest in the liquidating trust will fluctuate with the value of the liquidating trust&#8217;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 Fund 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.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Fund is not a so called &#8220;target date&#8221; or &#8220;life cycle&#8221; fund whose asset allocation becomes more conservative over time as its target date,
          often associated with retirement, approaches. In addition, the Fund is not a &#8220;target term&#8221; fund and thus does not seek to return the Fund&#8217;s initial public offering price per Common Share upon dissolution of the Fund. 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.</font></div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">CLOSED-END FUND STRUCTURE</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Closed-end funds differ from open-end management investment companies (commonly referred to as mutual funds) in that closed-end funds generally
          list their shares for trading on a securities exchange and do not redeem their shares at the option of the shareholder. By comparison, mutual funds issue securities redeemable at NAV at the option of the shareholder and typically engage in a
          continuous offering of their shares. Mutual funds are subject to continuous asset in-flows and out-flows that can complicate portfolio management, whereas closed-end funds generally can stay more fully invested in securities consistent with the
          closed-end fund&#8217;s investment objective and policies. In addition, in comparison to open-end funds, closed-end funds have greater flexibility in their ability to make certain types of investments, including investments in illiquid securities.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">However, shares of closed-end investment companies listed for trading on a securities exchange frequently trade at a discount from NAV but in
          some cases trade at a premium. The market price may be affected by trading volume of the shares, general market and economic conditions and other factors beyond the control of the closed-end fund. The foregoing factors may result in the market
          price of the Common Shares being greater than, less than or equal to NAV. The Board has reviewed the structure of the Fund in light of its investment objective and policies and has determined that the closed-end structure is in the best interests
          of the shareholders. The Fund reserves the right, at any time, including after an Eligible Tender Offer, to merge or reorganize with another fund, liquidate or convert into an open-end fund, in each case subject to applicable approvals by
          shareholders and the Fund&#8217;s Board as required by law and the Fund&#8217;s Governing Documents.</font></div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">REPURCHASE OF COMMON SHARES; CONVERSION TO OPEN-END FUND</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">Repurchase of Common Shares</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Board will review periodically the trading range and activity of the Fund&#8217;s shares with respect to its NAV and the Board may take certain
          actions to seek to reduce or eliminate any such discount. Such actions may include open market repurchases or tender offers for the Common Shares at NAV. There can be no assurance that the Board will decide to undertake any of these actions or
          that, if undertaken, such actions would result in the Common Shares trading at a price equal to or close to NAV per Common Share.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">Conversion to Open-End Fund</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">To convert the Fund to an open-end investment company, the Agreement and Declaration of Trust requires the favorable vote of a majority of the
          Continuing Trustees followed by the favorable vote of the holders of at least 75% of the outstanding shares of each affected class or series of shares of the Fund, voting separately as a class or series, unless such amendment has been approved by
          at least 80% of the Continuing Trustees, in which case &#8220;a majority of the outstanding voting securities&#8221; (as defined in the 1940 Act) of the Fund shall be required. The foregoing vote would satisfy a separate requirement in the 1940 Act that any
          conversion of the Fund to an open-end investment company be approved by the shareholders. If approved in the foregoing manner, conversion of the Fund to an open-end investment company could not occur until 90 days after the shareholders&#8217; meeting
          at which such conversion was approved and would also require at least 30 days&#8217; prior notice to all shareholders. Before deciding whether to take any action to approve the conversion of the Fund to an open-end investment company, the Continuing
          Trustees would consider all</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; text-align: center;">142</div>
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      </div>
      <br>
      <div style="margin-top: 12pt; margin-bottom: 12pt;">relevant factors, including, but not limited to, the extent and duration of the Fund&#8217;s discount to NAV, the liquidity of the Fund&#8217;s portfolio, the impact of any action that might be taken on the
        Fund or its shareholders, and market considerations. Based on these considerations, even if the Fund&#8217;s shares should trade at a discount, the Continuing Trustees may determine that, in the interest of the Fund and its shareholders, no action should
        be taken.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">In the event of conversion, the Common Shares would cease to be listed on the NYSE or other national securities exchange or market system.
          Shareholders of an open-end investment company may require the company to redeem their shares at any time (except in certain circumstances as authorized by or under the 1940 Act) at their NAV, less such redemption charge, if any, as might be in
          effect at the time of a redemption. The Fund would expect to pay all such redemption requests in cash but intends to reserve the right to pay redemption requests in a combination of cash or securities. If such partial payment in securities were
          made, investors may incur brokerage costs in converting such securities to cash. If the Fund were converted to an open-end fund, it is likely that new Common Shares would be sold at NAV plus a sales load.</font></div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">U.S. FEDERAL INCOME TAX CONSIDERATIONS</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The following discussion is a brief summary of certain U.S. federal income tax considerations affecting the Fund and the ownership and
          disposition of the Fund&#8217;s Common Shares. A more complete discussion of the tax rules applicable to the Fund and its Common Shareholders can be found in the SAI that is incorporated by reference into this Prospectus. Except as otherwise noted,
          this discussion assumes you are a taxable United States person and that you hold your Common Shares as capital assets for U.S. federal income tax purposes (generally, assets held for investment). This discussion is based upon current provisions
          of the Internal Revenue Code of 1986, as amended (the &#8220;Code&#8221;), 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 &#8220;IRS&#8221;), possibly with retroactive effect. No attempt is made to present a detailed explanation of all U.S. federal tax concerns affecting the Fund and its Common Shareholders (including Common Shareholders subject to special
          treatment under U.S. federal income tax law). Furthermore, this discussion does not reflect possible application of the alternative minimum tax. No assurance can be given that the IRS would not assert, or that a court would not sustain, a
          position contrary to any of the tax aspects set forth below.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt; font-weight: bold;">The discussion set forth herein does not constitute tax advice and potential investors are urged to consult their own tax
          advisers to determine the specific U.S. federal, state, local and foreign tax consequences to them of investing in the Fund.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">Taxation of the Fund</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Fund has elected and intends to continue to be treated and to qualify annually as a regulated investment company (a &#8220;RIC&#8221;) under Subchapter M
          of the Code. Accordingly, the Fund must, among other things, meet certain income, asset diversification and distribution requirements.</font></div>
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            <td nowrap="nowrap" style="width: 6.12%; vertical-align: top;">
              <div style="text-align: center;">(i)&#160; &#160; &#160;</div>
            </td>
            <td style="width: 93.88%; vertical-align: middle;">
              <div>The Fund must derive in each taxable year at least 90% of its gross income from the following sources: (a) dividends, interest (including tax-exempt interest), payments with respect to certain securities loans, and gains from the sale or
                other disposition of stock, securities or foreign currencies, or other income (including gain from options, futures and forward contracts) derived with respect to its business of investing in such stock, securities or foreign currencies;
                and (b) interests in &#8220;qualified publicly traded partnerships&#8221; (as defined in the Code). Generally, a qualified publicly traded partnership includes a partnership the interests of which are traded on an established securities market or
                readily tradable on a secondary market (or the substantial equivalent thereof).</div>
              <div> <br>
              </div>
            </td>
          </tr>
          <tr>
            <td nowrap="nowrap" style="width: 6.12%; vertical-align: top;">
              <div style="text-align: center;">(ii)&#160; &#160; &#160;</div>
            </td>
            <td style="width: 93.88%; vertical-align: middle;">
              <div>The Fund must diversify its holdings so that, at the end of each quarter of each taxable year (a) at least 50% of the market value of the Fund&#8217;s total assets is represented by cash and cash items, U.S. government securities, the
                securities of other RICs and other securities, with such other securities limited, in respect of any one issuer, to an amount not greater than 5% of the value of the Fund&#8217;s total assets and not more than 10% of the outstanding voting
                securities of such issuer and (b) not more than 25% of the market value of the Fund&#8217;s total assets is invested in the securities (other than U.S. government securities and the securities of other RICs) of (I) any one issuer, (II) any two or
                more issuers that the Fund controls and that are determined</div>
            </td>
          </tr>

      </table>
      <div style="margin-top: 12pt; margin-bottom: 12pt; text-align: center;">143</div>
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      <br>
      <div> <br>
      </div>
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              <div>&#160;</div>
            </td>
            <td style="width: 94%; vertical-align: middle;">
              <div>to be engaged in the same business or similar or related trades or businesses or (III) any one or more &#8220;qualified publicly traded partnerships&#8221; (as defined in the Code).</div>
              <div> <br>
              </div>
            </td>
          </tr>
          <tr>
            <td nowrap="nowrap" style="width: 6%; vertical-align: top;">
              <div>(iii)&#160; &#160; &#160;</div>
            </td>
            <td style="width: 94%; vertical-align: middle;">
              <div>The Fund must distribute in each taxable year at least 90% of its investment company taxable income (generally, its ordinary income and the excess of any net short-term capital gain over net long-term capital loss).</div>
            </td>
          </tr>

      </table>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">As long as the Fund qualifies as a RIC, the Fund generally will not be subject to U.S. federal income tax to the extent that it distributes its
          investment company taxable income and net realized capital gains. The Fund intends to distribute substantially all of its investment company taxable income each year. The Fund will be subject to income tax at regular corporate rates on any
          taxable income or gains that it does not distribute to its Common Shareholders.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Fund will either distribute or retain for reinvestment all or part of its net capital gain (which consists of the excess of its net long-term
          capital gain over its net short-term capital loss). If any such gain is retained, the Fund will be subject to a corporate income tax on such retained amount. In that event, the Fund expects to designate the retained amount as undistributed
          capital gain in a notice to its Common Shareholders, each of whom, if subject to U.S. federal income tax on long-term capital gains, (i) will be required to include in income for U.S. federal income tax purposes as long-term capital gain its
          share of such undistributed amounts, (ii) will be entitled to credit its proportionate share of the tax paid by the Fund against its U.S. federal income tax liability and to claim refunds to the extent that the credit exceeds such liability and
          (iii) will increase its basis in its Common Shares by the amount of undistributed capital gain included in such Common Shareholder&#8217;s gross income net of the tax deemed paid by the shareholder under clause (ii).</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Code imposes a 4% nondeductible excise tax on the Fund to the extent the Fund does not distribute by the end of any calendar year at least
          the sum of (i) 98% of its ordinary income (not taking into account any capital gain or loss) for the calendar year and (ii) 98.2% of its capital gain in excess of its capital loss (adjusted for certain ordinary losses) for a one-year period
          generally ending on October 31 of the calendar year. In addition, the minimum amounts that must be distributed in any year to avoid the excise tax will be increased or decreased to reflect any under-distribution or over-distribution, as the case
          may be, from the previous year. While the Fund intends to distribute any income and capital gain in the manner necessary to minimize imposition of the 4% nondeductible excise tax, there can be no assurance that sufficient amounts of the Fund&#8217;s
          taxable income and capital gain will be distributed to entirely avoid the imposition of the excise tax. In that event, the Fund will be liable for the excise tax only on the amount by which it does not meet the foregoing distribution requirement.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Certain of the Fund&#8217;s investment practices are subject to special and complex U.S. federal income tax provisions that may, among other things,
          (i) disallow, suspend or otherwise limit the allowance of certain losses or deductions, (ii) convert lower taxed long-term capital gains or &#8220;qualified dividend income&#8221; into higher taxed short-term capital gains or ordinary income, (iii) convert
          an ordinary loss or a deduction into a capital loss (the deductibility of which is more limited), (iv) cause the Fund to recognize income or gain without a corresponding receipt of cash, (v) adversely affect the time as to when a purchase or sale
          of stock or securities is deemed to occur, (vi) adversely alter the characterization of certain complex financial transactions and (vii) produce income that will not be &#8220;qualified&#8221; income for purposes of the 90% gross income requirement described
          above. These U.S. federal income tax provisions could therefore affect the amount, timing and character of distributions to Common Shareholders. The Fund intends to structure and monitor its transactions and may make certain tax elections and may
          be required to dispose of securities to mitigate the effect of these provisions and prevent disqualification of the Fund as a RIC (which may adversely affect the net after-tax return to the Fund).</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">If for any taxable year the Fund does not qualify as a RIC, all of its taxable income (including its net capital gain) will be subject to tax at
          regular corporate rates without any deduction for distributions to Common Shareholders, and such distributions will be taxable to the Common Shareholders as ordinary dividends to the extent of the Fund&#8217;s current or accumulated earnings and
          profits. Provided that certain holding period and other requirements are met, such dividends, however, would generally be eligible (i) to be treated as qualified dividend income in the case of certain non-corporate U.S. Common Shareholders
          (including individuals) and (ii) for the dividends-received deduction in the case of U.S. Common Shareholders taxed as corporations. The Fund could be required to recognize unrealized gains, pay taxes and make distributions (which could be
          subject to interest charges) before requalifying for taxation as a RIC.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; text-align: center;">144</div>
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      </div>
      <font style="font-weight: bold;">Taxation of Common Shareholders </font>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt; font-style: italic;">Distributions.&#160;</font><font style="font-size: 10pt;">Distributions paid to you by the Fund from its net capital gain, which
          is the excess of net long-term capital gain over net short-term capital loss, if any, that the Fund properly reports as capital gains dividends (&#8220;capital gain dividends&#8221;) are taxable as long-term capital gains, regardless of how long you have
          held your Common Shares. All other dividends paid to you by the Fund (including dividends from short-term capital gains) from its current or accumulated earnings and profits (&#8220;ordinary income dividends&#8221;) are generally subject to tax as ordinary
          income.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">In the case of corporate shareholders, properly reported ordinary income dividends paid by the Fund generally will be eligible for the dividends
          received deduction to the extent that the Fund&#8217;s income consists of dividend income from U.S. corporations and certain holding period requirements are satisfied. If you are a non-corporate shareholder (including a shareholder who is an
          individual), any such ordinary income dividend that you receive from the Fund generally will be eligible for taxation at reduced maximum rates to the extent that (i) the ordinary income dividend is attributable to &#8220;qualified dividend income&#8221;
          (i.e., generally dividends paid by U.S. corporations and certain foreign corporations) received by the Fund, (ii) the Fund satisfies certain holding period and other requirements with respect to the stock on which such qualified dividend income
          was paid and (iii) you satisfy certain holding period and other requirements with respect to your Common Shares. Qualified dividend income eligible for these special rules is not actually treated as capital gains, however, and thus will not be
          included in the computation of your net capital gain and generally cannot be used to offset any capital losses. In general, you may include as qualified dividend income only that portion of the dividends that may be and are so reported by the
          Fund as qualified dividend income. Dividend income from passive foreign investment companies and, in general, dividend income from REITs is not eligible for the reduced rate for qualified dividend income and is taxed as ordinary income. There can
          be no assurance as to what portion of the Fund&#8217;s distributions will qualify for favorable treatment as qualified dividend income.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The maximum individual federal income tax rate applicable to &#8220;qualified dividend income&#8221; and long-term capital gains ranges from 0% to 20%,
          depending on whether the individual&#8217;s income exceeds certain threshold amounts. These rate reductions do not apply to corporate taxpayers or to foreign shareholders. Distributions of earnings from dividends paid by certain &#8220;qualified foreign
          corporations&#8221; can also qualify for the lower federal income tax rates on qualifying dividends. A shareholder will also have to satisfy a more than 60-day holding period as well as other requirements with respect to any distributions of qualifying
          dividends in order to obtain the benefit of the lower tax rate. Distributions of earnings from non-qualifying dividends, interest income, other types of ordinary income and short-term capital gains will be taxed at the ordinary income tax rate
          applicable to the taxpayer. Based on the investment strategies of the Funds, the Funds are not expected to derive significant amounts of qualifying dividend income that would be eligible for the lower rate on qualifying dividends. Tax-deferred
          retirement accounts generally do not incur a tax liability with respect to a Fund&#8217;s dividends or other distributions unless you are taking a distribution or making a withdrawal.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Any distributions you receive that are in excess of the Fund&#8217;s current and accumulated earnings and profits will be treated as a tax-free return
          of capital to the extent of your adjusted tax basis in your Common Shares, and thereafter as capital gain from the sale of Common Shares. The amount of any Fund distribution that is treated as a tax-free return of capital will reduce your
          adjusted tax basis in your Common Shares, thereby increasing your potential gain or reducing your potential loss on any subsequent sale or other disposition of your Common Shares.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Dividends and other taxable distributions are taxable to you even if they are reinvested in additional Common Shares of the Fund. Dividends and
          other distributions paid by the Fund are generally treated as received by you at the time the dividend or distribution is made. If, however, the Fund pays you a dividend in January that was declared in the previous October, November or December
          and you were the Common Shareholder of record on a specified date in one of such months, then such dividend will be treated for U.S. federal income tax purposes as being paid by the Fund and received by you on December 31 of the year in which the
          dividend was declared.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Fund will send you information after the end of each year setting forth the amount and tax status of any distributions paid to you by the
          Fund.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt; font-style: italic;">Sale of Common Shares.&#160;</font><font style="font-size: 10pt;">The sale or other disposition of Common Shares of the Fund will
          generally result in capital gain or loss to you and will be long-term capital gain or loss if you have held such Common Shares for more than one year. Any loss upon the sale or other disposition of Common Shares held for six months or less will
          be treated as long-term capital loss to the extent of any capital gain dividends received (including amounts credited as an</font></div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt;">145</div>
    </div>
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    </div>
    <div style="text-indent: 9pt;"> <br>
    </div>
    <div style="text-indent: 9pt;">
      <div><br>
      </div>
      undistributed capital gain) by you with respect to such Common Shares. Any loss you recognize on a sale or other disposition of Common Shares will be disallowed if you acquire other Common Shares (whether through the automatic reinvestment of
      dividends or otherwise) within a 61-day period beginning 30 days before and ending 30 days after your sale or exchange of the Common Shares. In such case, your tax basis in the Common Shares acquired will be adjusted to reflect the disallowed loss.
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Current U.S. federal income tax law taxes both long-term and short-term capital gain of corporations at the rates applicable to ordinary income.
          For non-corporate taxpayers, short-term capital gain is currently taxed at rates applicable to ordinary income while long-term capital gain generally is taxed at reduced maximum rates.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt; font-style: italic;">Backup Withholding.&#160;</font><font style="font-size: 10pt;">The Fund may be required to withhold, for U.S. federal backup
          withholding tax purposes, a portion of the dividends, distributions and redemption proceeds payable to non-corporate Common Shareholders who fail to provide the Fund (or its agent) with their correct taxpayer identification number (in the case of
          individuals, generally, their social security number) or to make required certifications, or who are otherwise subject to backup withholding. Backup withholding is not an additional tax and any amount withheld may be refunded or credited against
          your U.S. federal income tax liability, if any, provided that you furnish the required information to the IRS.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt; font-weight: bold;">The foregoing is a general and abbreviated summary of the provisions of the Code and the Treasury regulations in effect as
          they directly govern the taxation of the Fund and its Common Shareholders. These provisions are subject to change by legislative or administrative action, and any such change may be retroactive. A more complete discussion of the tax rules
          applicable to the Fund and its Common Shareholders can be found in the Statement of Additional Information that is incorporated by reference into this Prospectus. Common Shareholders are urged to consult their tax advisers regarding specific
          questions as to U.S. federal, state, local and foreign income or other taxes.</font></div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt;">146</div>
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      </div>
      <div style="text-align: center;"> <font style="font-weight: bold;">UNDERWRITERS </font> </div>
      <div style="margin-top: 12pt; margin-bottom: 12pt;">&#160;&#160;&#160;&#160;&#160;Subject to the terms and conditions stated in the Fund&#8217;s underwriting agreement dated&#160;&#160;&#160;&#160;&#160; , 2021, each Underwriter named below, for which BofA Securities, Inc., Morgan Stanley &amp; Co. LLC
        and Wells Fargo Securities, LLC are acting as representatives (the &#8220;Representatives&#8221;), have severally agreed to purchase, and the Fund has agreed to sell to such Underwriter, the number of Common Shares set forth opposite the name of such
        Underwriter.</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt;">
        <table cellspacing="0" cellpadding="0" border="0" id="z3c44a62d0b73436b8df145d313341d34" style="font-family: 'Times New Roman'; font-size: 10pt; color: rgb(0, 0, 0); width: 100%;">

            <tr>
              <td style="width: 85%; text-align: left; vertical-align: bottom;">
                <div><font style="font-weight: bold;">Underwriter <br>
                  </font></div>
              </td>
              <td style="width: 15%;">
                <div style="text-align: center;">&#160;<font style="font-weight: bold;">Number of <br>
                  </font></div>
                <div style="text-align: center;"><font style="font-weight: bold;"><u>Common Shares</u></font></div>
              </td>
            </tr>

        </table>
        <div>
          <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; border-collapse: collapse; text-align: left; color: rgb(0, 0, 0);" id="zf764dc33707e4f4fa4528aaf6ff39de8">

              <tr>
                <td style="width: 85%; vertical-align: top; background-color: rgb(204, 238, 255);">
                  <div>BofA Securities, Inc.</div>
                </td>
                <td style="width: 15%; vertical-align: top; background-color: rgb(204, 238, 255);">&#160;</td>
              </tr>
              <tr>
                <td rowspan="1" style="width: 85%; vertical-align: top;">Morgan Stanley &amp; Co. LLC</td>
                <td rowspan="1" style="width: 15%; vertical-align: top;">&#160;</td>
              </tr>
              <tr>
                <td style="width: 85%; vertical-align: top; background-color: rgb(204, 238, 255);">
                  <div>Wells Fargo Securities, LLC</div>
                </td>
                <td style="width: 15%; vertical-align: top; background-color: rgb(204, 238, 255);">&#160;</td>
              </tr>
              <tr>
                <td style="width: 85%; vertical-align: top;">
                  <div>Oppenheimer &amp; Co. Inc.</div>
                </td>
                <td style="width: 15%; vertical-align: top;">&#160;</td>
              </tr>
              <tr>
                <td style="width: 85%; vertical-align: top; background-color: rgb(204, 238, 255);">
                  <div>RBC Capital Markets, LLC</div>
                </td>
                <td style="width: 15%; vertical-align: top; background-color: rgb(204, 238, 255);">&#160;</td>
              </tr>
              <tr>
                <td style="width: 85%; vertical-align: top;">
                  <div>Stifel, Nicolaus &amp; Company, Incorporated</div>
                </td>
                <td style="width: 15%; vertical-align: top;">&#160;</td>
              </tr>
              <tr>
                <td style="width: 85%; vertical-align: top; background-color: rgb(204, 238, 255);">
                  <div>B. Riley Securities, Inc.</div>
                </td>
                <td style="width: 15%; vertical-align: top; background-color: rgb(204, 238, 255);">&#160;</td>
              </tr>
              <tr>
                <td style="width: 85%; vertical-align: top;">
                  <div>Brookline Capital Markets, a Division of Arcadia Securities, LLC</div>
                </td>
                <td style="width: 15%; vertical-align: top;">&#160;</td>
              </tr>
              <tr>
                <td style="width: 85%; vertical-align: top; background-color: rgb(204, 238, 255);">
                  <div>D.A. Davidson &amp; Co.</div>
                </td>
                <td style="width: 15%; vertical-align: top; background-color: rgb(204, 238, 255);">&#160;</td>
              </tr>
              <tr>
                <td style="width: 85%; vertical-align: top;">
                  <div>Drexel Hamilton, LLC</div>
                </td>
                <td style="width: 15%; vertical-align: top;">&#160;</td>
              </tr>
              <tr>
                <td style="width: 85%; vertical-align: top; background-color: rgb(204, 238, 255);">
                  <div>Hennion &amp; Walsh, Inc.</div>
                </td>
                <td style="width: 15%; vertical-align: top; background-color: rgb(204, 238, 255);">&#160;</td>
              </tr>
              <tr>
                <td style="width: 85%; vertical-align: top;">
                  <div>Hilltop Securities Inc.</div>
                </td>
                <td style="width: 15%; vertical-align: top;">&#160;</td>
              </tr>
              <tr>
                <td style="width: 85%; vertical-align: top; background-color: rgb(204, 238, 255);">
                  <div>Janney Montgomery Scott LLC</div>
                </td>
                <td style="width: 15%; vertical-align: top; background-color: rgb(204, 238, 255);">&#160;</td>
              </tr>
              <tr>
                <td style="width: 85%; vertical-align: top;">
                  <div>Ladenburg Thalmann &amp; Co. Inc.</div>
                </td>
                <td style="width: 15%; vertical-align: top;">&#160;</td>
              </tr>
              <tr>
                <td style="width: 85%; vertical-align: top; background-color: rgb(204, 238, 255);">
                  <div>Maxim Group LLC</div>
                </td>
                <td style="width: 15%; vertical-align: top; background-color: rgb(204, 238, 255);">&#160;</td>
              </tr>
              <tr>
                <td style="width: 85%; vertical-align: top;">
                  <div>Newbridge Securities Corporation</div>
                </td>
                <td style="width: 15%; vertical-align: top;">&#160;</td>
              </tr>
              <tr>
                <td style="width: 85%; vertical-align: top; background-color: rgb(204, 238, 255);">
                  <div>Pershing LLC</div>
                </td>
                <td style="width: 15%; vertical-align: top; background-color: rgb(204, 238, 255);">&#160;</td>
              </tr>
              <tr>
                <td style="width: 85%; vertical-align: top;">
                  <div>Rockefeller Financial LLC</div>
                </td>
                <td style="width: 15%; vertical-align: top;">&#160;</td>
              </tr>
              <tr>
                <td style="width: 85%; vertical-align: top; padding-bottom: 2px; background-color: rgb(204, 238, 255);">
                  <div>Wedbush Securities Inc.</div>
                </td>
                <td style="width: 15%; vertical-align: top; border-bottom: 2px solid rgb(0, 0, 0); background-color: rgb(204, 238, 255);">&#160;</td>
              </tr>

          </table>
        </div>
        <table cellspacing="0" cellpadding="0" border="0" style="font-family: 'Times New Roman'; font-size: 10pt; color: rgb(0, 0, 0); width: 100%;">

            <tr>
              <td rowspan="1" style="width: 85%; padding-bottom: 4px; background-color: rgb(204, 238, 255); font-weight: bold;">Total</td>
              <td rowspan="1" style="width: 15%; border-bottom: 4px double rgb(0, 0, 0); background-color: rgb(204, 238, 255);">&#160;</td>
            </tr>

        </table>
      </div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The underwriting agreement provides that the obligations of the Underwriters to purchase the Common Shares included in this offering are subject
          to approval of certain legal matters by counsel and certain other conditions. The Underwriters are obligated, severally and not jointly, to purchase all Common Shares sold under the underwriting agreement if any of the Common Shares are
          purchased.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">In the underwriting agreement, the Fund and the Advisers, jointly and severally, have agreed to indemnify the Underwriters against certain
          liabilities, including liabilities arising under the Securities Act or to contribute to payments the Underwriters may be required to make for any of these liabilities.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">Commissions</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Underwriters propose to initially offer some of the Common Shares directly to the public at the public offering price set forth on the cover
          page of this prospectus and some of the Common Shares to certain dealers at a price that represents a concession not in excess of $0.40 per Common Share. Investors purchasing Common Shares in this offering will not be charged a sales load. The
          Investment Adviser (and not the Fund) has agreed to pay, from its own assets, compensation of $0.60 per Common Share to the Underwriters in connection with the offering, which aggregate amount will not exceed 3.00% of the total public offering
          price of the Common Shares sold in this offering. After the initial public offering, the concession may be changed. Investors must pay for any Common Shares purchased on or before , 2021.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The following table shows the public offering price, estimated offering expenses, sales load and proceeds, to the Fund. The information assumes
          either no exercise or full exercise by the Underwriters of their option to purchase additional Common Shares.</font></div>
      <table cellspacing="0" cellpadding="0" border="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; border-collapse: collapse; text-align: left; color: rgb(0, 0, 0);" id="zd81145fc190044808e2c8bbc5aa8eccb">

          <tr>
            <td style="width: 70%; vertical-align: bottom;">
              <div>&#160;</div>
            </td>
            <td style="width: 10%; vertical-align: bottom;">
              <div>&#160;</div>
            </td>
            <td colspan="2" rowspan="1" style="vertical-align: bottom; border-bottom: 2px solid rgb(0, 0, 0);">
              <div style="text-align: center; font-weight: bold;">Total</div>
            </td>
          </tr>
          <tr>
            <td style="width: 70%; vertical-align: bottom;">
              <div>&#160;</div>
            </td>
            <td style="width: 10%; vertical-align: bottom; border-bottom: 2px solid rgb(0, 0, 0);">
              <div style="text-align: center; font-weight: bold;">Per Share</div>
            </td>
            <td style="width: 10%; vertical-align: bottom; border-bottom: 2px solid rgb(0, 0, 0);">
              <div style="text-align: center; font-weight: bold;">No Exercise</div>
            </td>
            <td style="width: 10%; vertical-align: bottom; border-bottom: 2px solid rgb(0, 0, 0);">
              <div style="text-align: center; font-weight: bold;">Full Exercise</div>
            </td>
          </tr>
          <tr>
            <td style="width: 70%; vertical-align: bottom; background-color: rgb(204, 238, 255);">
              <div>Public Offering Price</div>
            </td>
            <td style="width: 10%; vertical-align: bottom; background-color: rgb(204, 238, 255);">
              <div style="text-align: center;">$20.00</div>
            </td>
            <td style="vertical-align: bottom; background-color: rgb(204, 238, 255);">
              <div style="text-align: center;">$ <br>
              </div>
            </td>
            <td style="vertical-align: bottom; background-color: rgb(204, 238, 255); text-align: center;">&#160;$</td>
          </tr>
          <tr>
            <td style="width: 70%; vertical-align: bottom;">
              <div>Sales Load</div>
            </td>
            <td style="width: 10%; vertical-align: bottom;">
              <div style="text-align: center;">None</div>
            </td>
            <td style="width: 10%; vertical-align: bottom;">
              <div style="text-align: center;">None</div>
            </td>
            <td style="width: 10%; vertical-align: bottom;">
              <div style="text-align: center;">None</div>
            </td>
          </tr>
          <tr>
            <td style="width: 70%; vertical-align: bottom; background-color: rgb(204, 238, 255);">
              <div>Proceeds to the Fund</div>
            </td>
            <td style="width: 10%; vertical-align: bottom; background-color: rgb(204, 238, 255);">
              <div style="text-align: center;">$20.00</div>
            </td>
            <td style="vertical-align: bottom; background-color: rgb(204, 238, 255);">
              <div style="text-align: center;">$ <br>
              </div>
            </td>
            <td style="vertical-align: bottom; background-color: rgb(204, 238, 255); text-align: center;">&#160;$</td>
          </tr>

      </table>
      <br>
      <div style="margin-top: 12pt; margin-bottom: 12pt; text-align: center;">147</div>
      <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
        <div id="DSPFPageBreak" style="page-break-after: always;">
          <hr noshade="noshade" style="border-width: 0px; clear: both; margin-top: 4px; margin-right: 0px; margin-bottom: 4px; width: 100%; height: 2px; color: rgb(0, 0, 0); background-color: rgb(0, 0, 0);"></div>
      </div>
      <br>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Investment Adviser (and not the Fund) has agreed to pay all organizational expenses of the Fund and all offering costs associated with this
          offering. The Fund is not obligated to repay any such organizational expense or offering costs paid by the Investment Adviser.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">Option to Purchase Additional Common Stock</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Fund has granted the Underwriters an option to purchase up to additional Common Shares at the public offering price within 45 days from the
          date of this prospectus solely to cover over-allotments, if any. If the Underwriters exercise this option to purchase additional Common Shares, each will be obligated, subject to conditions contained in the underwriting agreement, to purchase a
          number of additional Common Shares proportionate to that Underwriter&#8217;s initial amount set forth in the table above.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">Price Stabilization, Short Positions and Penalty Bids</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Until the distribution of the Common Shares is complete, SEC rules may limit Underwriters and selling group members from bidding for and
          purchasing Common Shares. However, the Representatives may engage in transactions that stabilize the price of the Common Shares, such as bids or purchases to peg, fix or maintain that price.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">If the Underwriters create a short position in the Common Shares in connection with the offering (i.e., if they sell more Common Shares than are
          listed on the cover of this prospectus), the Representatives may reduce that short position by purchasing Common Shares in the open market. The Representatives may also elect to reduce any short position by exercising all or part of the option to
          purchase Common Shares described above. The Underwriters may also impose a penalty bid, whereby selling concessions allowed to syndicate members or other broker-dealers in respect of the Common Shares sold in this offering for their account may
          be reclaimed by the syndicate if such shares of Common Shares are repurchased by the syndicate in stabilizing or covering transactions. Purchases of the Common Shares to stabilize their price or to reduce a short position may cause the price of
          the Common Shares to be higher than it might be in the absence of such purchases.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Neither the Fund nor any of the Underwriters makes any representation or prediction as to the direction or magnitude of any effect that the
          transactions described above may have on the price of the Common Shares. In addition, neither the Fund nor any of the Underwriters makes any representation that the Representatives will engage in these transactions or that these transactions,
          once commenced, will not be discontinued without notice.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Fund has agreed not to offer or sell any additional Common Shares for a period of 180 days after the date of the underwriting agreement
          without the prior written consent of the Representatives on behalf of the Underwriters, except: (a) for the sale of the Common Shares to the Underwriters pursuant to the underwriting agreement; (b) for shares purchased in the open market pursuant
          to the dividend reinvestment plan and (c) for share repurchases in accordance with applicable law.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Common Shares will be sold so as to ensure that the NYSE distribution standards (i.e., round lots, public shares and aggregate market value)
          will be met.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">Other Relationships</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Investment Adviser (and not the Fund) has agreed to pay from its own assets to BofA Securities, Inc. (or an affiliate) an upfront structuring
          and syndication fee for advice relating to the design and organization of the Fund as well as for services related to the sale and distribution of the Common Shares in the amount of $ . If the option to purchase additional Common Shares is not
          exercised, the total amount of this upfront structuring and syndication fee payment to BofA Securities, Inc. (or an affiliate) will not exceed % of the total price to the public of the Common Shares sold in this offering.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;"><font style="background-color: rgb(255, 255, 255); font-weight: normal; color: rgb(0, 0, 0); font-size: 10pt; font-style: normal; font-variant: normal; text-transform: none;">The
          Investment Adviser (and not the Fund) has agreed to pay from its own assets to each of Morgan Stanley &amp; Co. LLC and Wells Fargo Securities, LLC, an upfront structuring fee for advice relating to the design and organization of the Fund as well
          as for services related to the sale and distribution of the Common Shares in the amount of $&#160;&#160;&#160;&#160; and $&#160;&#160;&#160;&#160;&#160;&#160; , respectively. If the option to purchase additional Common Shares is not exercised, the total amount of this upfront structuring fee
          payment to each of Morgan Stanley &amp; Co. LLC and Wells Fargo Securities, LLC will not exceed&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160; % and&#160;&#160;&#160;&#160;&#160;&#160;&#160; %, respectively of the total price to the public of the Common Shares sold in this offering.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;"><font style="background-color: rgb(255, 255, 255); font-weight: normal; color: rgb(0, 0, 0); font-size: 10pt; font-style: normal; font-variant: normal; text-transform: none;">The
          Investment Adviser (and not the Fund) has agreed to pay from its own assets to each of Oppenheimer &amp; Co. Inc., RBC Capital Markets, LLC and Stifel, Nicolaus &amp; Company, Incorporated a fee in the amount of $&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160; , $&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160; and
          $&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160; , respectively. If the option to purchase additional Common Shares is not exercised, the total amount of <br>
        </font></div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt;">148</div>
      <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
        <div id="DSPFPageBreak" style="page-break-after: always;">
          <hr noshade="noshade" style="border-width: 0px; clear: both; margin-top: 4px; margin-right: 0px; margin-bottom: 4px; width: 100%; height: 2px; color: rgb(0, 0, 0); background-color: rgb(0, 0, 0);"></div>
      </div>
      this fee payment to each of Oppenheimer &amp; Co. Inc., RBC Capital Markets, LLC and Stifel, Nicolaus &amp; Company, Incorporated will not exceed&#160;&#160;&#160;&#160;&#160; %,&#160;&#160;&#160;&#160;&#160; % and&#160;&#160;&#160;&#160;&#160; %, respectively, of the total price to the public of the Common Shares sold in
      this offering.
      <div style="margin-top: 12pt; margin-bottom: 12pt;">
        <div>
          <div>&#160;&#160;&#160;&#160; The Investment Adviser (and not the Fund) may also pay certain other qualifying Underwriters or dealers a structuring fee, a sales incentive fee or other additional compensation in connection with the offering.</div>
        </div>
        <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;"><font style="font-size: 10pt;">The Investment Adviser (and not the Fund) has also agreed to pay expenses related to the fees and disbursements of counsel to the Underwriters in
            connection with the offering and the review by the Financial Industry Regulatory Authority, Inc. of the terms of the sale of the Common Shares.</font></div>
        <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The sum total of all compensation and expense reimbursement paid to the Underwriters in connection with this offering of the Common Shares will
            not exceed in the aggregate % of the total price to the public of the Common Shares sold in this offering.</font></div>
        <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Certain of the Underwriters also have engaged in, and may in the future engage in, investment banking and other commercial dealings in the
            ordinary course of business with affiliates of the Fund, including the Advisers.</font></div>
        <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Fund anticipates that certain Underwriters may from time to time act as brokers or dealers in connection with the execution of the Fund&#8217;s
            portfolio transactions after they have ceased to be Underwriters and, subject to certain restrictions, may act as brokers while they are Underwriters.</font></div>
        <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Investment Adviser and certain of its affiliates (and not the Fund) expect to pay compensation to Guggenheim Funds Distributors, LLC (a
            registered broker-dealer and an affiliate of the Investment Adviser) that will participate in the marketing of the Common Shares in an aggregate amount that will not exceed&#160; <font style="background-color: rgb(255, 255, 255); font-weight: normal; color: rgb(0, 0, 0); font-style: normal; font-variant: normal; text-transform: none;">% of the total public offering</font></font><font style="background-color: rgb(255, 255, 255); font-weight: normal; color: rgb(0, 0, 0); font-size: 10pt; font-style: normal; font-variant: normal; text-transform: none;"> price of the Common Shares. The Investment Adviser and certain of its affiliates (and not the Fund) pay this compensation in consideration of marketing activities conducted
            as part of Guggenheim Funds Distributors, LLC&#8217;s activities, which may include providing information and education to partner firms about the Fund, discussing economic trends and market movements and providing assistance with marketing
            materials.</font></div>
      </div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Prior to the public offering of the Common Shares, the Investment Adviser purchased Common Shares from the Fund in an amount satisfying the net
          worth requirements of Section14(a) of the Investment Company Act, which requires the Fund to have a net worth of at least $100,000 prior to making a public offering. As of the date of this Prospectus, the Investment Adviser owned 100% of the
          Fund&#8217;s outstanding Common Shares and therefore may be deemed to control the Fund until such time as it owns 25% or less of the Fund&#8217;s outstanding common shares, which is expected to occur upon the closing of this offering.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160; <font style="background-color: rgb(255, 255, 255); font-weight: normal; color: rgb(0, 0, 0); font-size: 10pt; font-style: normal; font-variant: normal; text-transform: none;">The
          principal business address of BofA Securities, Inc. is One Bryant Park, New York, New York 10036. The principal business address of Morgan Stanley &amp; Co. LLC is 1585 Broadway, New York, New York 10036. The principal business address of Wells
          Fargo Securities, LLC is 550 South Tryon Street, Charlotte, North Carolina 28202.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-weight: bold; text-align: center;">CUSTODIAN, ADMINISTRATOR, TRANSFER AGENT AND DIVIDEND DISBURSING AGENT</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Bank of New York Mellon serves as the custodian of the Fund&#8217;s assets pursuant to a custody agreement. Under the custody agreement, the
          custodian holds the Fund&#8217;s assets in compliance with the 1940 Act. For its services, the custodian will receive a monthly fee based upon, among other things, the average value of the total assets of the Fund, plus certain charges for securities
          transactions. The Bank of New York Mellon is located at 101 Barclay Street, New York, New York 10286.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Computershare Trust Company, N.A. serves as the Fund&#8217;s dividend disbursing agent, transfer agent and registrar for the Common Shares.
          Computershare Trust Company, N.A. is located at 250 Royall Street, Canton, MA 02021. Computershare Trust Company, N.A. serves as Plan Agent under the Fund&#8217;s Dividend Reinvestment Plan.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">MUFG Investor Services (US) LLC (&#8220;MUFG&#8221;), serves as administrator to the Fund. Pursuant to an administration agreement, MUFG is responsible for
          providing administrative services to the Fund. For the services, the Fund pays MUFG a fee, accrued daily and paid monthly, at the annual rate equal to 0.0275% of the first $200 million in average daily Managed Assets, 0.0200% of the next $300
          million in average daily Managed Assets, 0.0150% of the next $500 million in average daily Managed Assets, and 0.0100% of average daily Managed Assets above $1 billion.</font> <br>
      </div>
      <br>
      <div style="margin-top: 12pt; margin-bottom: 12pt; text-align: center;">149</div>
      <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
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      </div>
      <div> MUFG also serves as fund accounting agent to the Fund. Pursuant to a fund accounting agreement, MUFG performs certain accounting services. For the services, the Fund pays MUFG a fee, accrued daily and paid monthly, at the annual rate equal to
        0.0300% of the first $200 million in average daily Managed Assets, 0.0150% of the next $300 million in average daily Managed Assets, 0.0100% of the next $500 million in average daily Managed Assets, and 0.0075% of average daily Managed Assets above
        $1 billion, subject to a minimum fee of $50,000 per year, and reimburses MUFG for certain out-of-pocket expenses. </div>
      <div style="margin-top: 12pt; margin-bottom: 12pt;">
        <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">LEGAL MATTERS</div>
        <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Certain legal matters will be passed on by Dechert LLP as counsel to the Fund in connection with the offering of the Common Shares. Certain
            legal matters will be passed on for the Underwriters by Clifford Chance US LLP, which may rely as to certain matters of Delaware law on the opinion of Dechert LLP.</font></div>
        <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM</div>
        <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Ernst &amp; Young LLP, 1775 Tysons Blvd, Tysons, Virginia 22102, has been engaged as the Fund&#8217;s Independent Registered Public Accounting Firm.</font></div>
        <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">ADDITIONAL INFORMATION</div>
        <div style="margin-top: 12pt; margin-bottom: 12pt;">This Prospectus constitutes part of a registration statement filed by the Fund with the SEC under the Securities Act, and the 1940 Act. This Prospectus omits certain of the information contained
          in the registration statement, and reference is hereby made to the registration statement and related exhibits for further information with respect to the Fund and the Common Shares offered hereby. Any statements contained herein concerning the
          provisions of any document are not necessarily complete, and, in each instance, reference is made to the copy of such document filed as an exhibit to the registration statement or otherwise filed with the SEC. Each such statement is qualified in
          its entirety by such reference. The complete registration statement may be obtained from the SEC upon payment of the fee prescribed by its rules and regulations or free of charge through the SEC web site (http://www.sec.gov).</div>
      </div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">PRIVACY PRINCIPLES OF THE FUND</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Fund is committed to maintaining the privacy of its shareholders and to safeguarding their non-public personal information. The following
          information is provided to help you understand what personal information the Fund collects, how the Fund protects that information and why, in certain cases, the Fund may share information with select other parties.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Generally, the Fund does not receive any non-public personal information relating to its shareholders, although certain non-public personal
          information of its shareholders may become available to the Fund. The Fund does not disclose any non-public personal information about its shareholders or former shareholders to anyone, except as permitted by law or as is necessary in order to
          service shareholder accounts (for example, to a transfer agent or third-party administrator).</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">The Fund restricts access to non-public personal information about its shareholders to employees of the Investment Adviser and its delegates and
          affiliates with a legitimate business need for the information. The Fund maintains physical, electronic and procedural safeguards designed to protect the non-public personal information of its shareholders.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; text-align: center;">150</div>
      <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
        <div id="DSPFPageBreak" style="page-break-after: always;">
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      </div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt;">151</div>
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        <div id="DSPFPageBreak" style="page-break-after: always;">
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      </div>
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      <div style="text-align: center;"> <br>
      </div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt;">152</div>
      <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
        <div id="DSPFPageBreak" style="page-break-after: always;">
          <hr noshade="noshade" style="border-width: 0px; clear: both; margin-top: 4px; margin-right: 0px; margin-bottom: 4px; width: 100%; height: 2px; color: rgb(0, 0, 0); background-color: rgb(0, 0, 0);"></div>
      </div>
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      <div style="text-align: center;"> <br>
      </div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt;">153</div>
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        <div id="DSPFPageBreak" style="page-break-after: always;">
          <hr noshade="noshade" style="border-width: 0px; clear: both; margin-top: 4px; margin-right: 0px; margin-bottom: 4px; width: 100%; height: 2px; color: rgb(0, 0, 0); background-color: rgb(0, 0, 0);"></div>
      </div>
      <br>
      <div style="text-align: center;"><img src="n2ax160x1.gif"> <br>
        <br>
      </div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt; font-size: 18pt; font-weight: bold;">Shares</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 18pt; font-weight: bold; text-align: center;">Guggenheim Active Allocation Fund</div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 18pt; font-weight: bold; text-align: center;"> <br>
      </div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt; font-weight: bold;">Common Shares<br>
        $20.00 per share</div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt; font-weight: bold;"><font style="font-size: 10pt;"> <br>
        </font></div>
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt; font-weight: bold;">
        <hr noshade="noshade" align="center" style="height: 1px; width: 10%; color: rgb(0, 0, 0); background-color: rgb(0, 0, 0); margin-right: auto; border: medium none;"><font style="font-size: 13pt;">PROSPECTUS</font><font style="font-size: 13pt;"><br>
          <br>
          , 2021 </font>
        <hr noshade="noshade" align="center" style="height: 1px; width: 10%; color: rgb(0, 0, 0); background-color: rgb(0, 0, 0); margin-right: auto; border: medium none;"><font style="font-size: 13pt;"> </font>
        <div><font style="font-size: 13pt;"> </font>
          <div style="font-size: 13pt; font-weight: bold;">BofA Securities</div>
          <font style="font-size: 13pt;"> </font>
          <div style="font-size: 13pt; font-weight: bold;">Morgan Stanley</div>
          <div style="font-size: 13pt; font-weight: bold;">Wells Fargo Securities</div>
          <font style="font-size: 13pt;"> </font>
          <div style="font-size: 13pt; font-weight: bold;">Oppenheimer &amp; Co.</div>
          <font style="font-size: 13pt;"> </font>
          <div style="font-size: 13pt; font-weight: bold;">RBC Capital Markets</div>
          <font style="font-size: 13pt;"> </font>
          <div style="font-size: 13pt; font-weight: bold;">Stifel</div>
          <font style="font-size: 13pt;"> </font>
          <div style="font-size: 13pt; font-weight: bold;">B. Riley Securities</div>
          <font style="font-size: 13pt;"> </font>
          <div style="font-size: 13pt; font-weight: bold;">Brookline Capital Markets</div>
          <font style="font-size: 13pt;"> </font>
          <div style="font-size: 13pt; font-weight: bold;">D.A. Davidson &amp; Co.</div>
          <font style="font-size: 13pt;"> </font>
          <div style="font-size: 13pt; font-weight: bold;">Drexel Hamilton</div>
          <font style="font-size: 13pt;"> </font>
          <div style="font-size: 13pt; font-weight: bold;">Hennion &amp; Walsh, Inc.</div>
          <font style="font-size: 13pt;"> </font>
          <div style="font-size: 13pt; font-weight: bold;">HilltopSecurities</div>
          <font style="font-size: 13pt;"> </font>
          <div style="font-size: 13pt; font-weight: bold;">Janney Montgomery Scott</div>
          <font style="font-size: 13pt;"> </font>
          <div style="font-size: 13pt; font-weight: bold;">Ladenburg Thalmann</div>
          <font style="font-size: 13pt;"> </font>
          <div style="font-size: 13pt; font-weight: bold;">Maxim Group LLC</div>
          <font style="font-size: 13pt;"> </font>
          <div style="font-size: 13pt; font-weight: bold;">Newbridge Securities Corporation</div>
          <font style="font-size: 13pt;"> </font>
          <div style="font-size: 13pt; font-weight: bold;">Pershing LLC</div>
          <font style="font-size: 13pt;"> </font>
          <div style="font-size: 13pt; font-weight: bold;">Rockefeller Capital Management</div>
          <font style="font-size: 13pt;"> </font>
          <div style="font-size: 13pt; font-weight: bold;">Wedbush Securities Inc.</div>
        </div>
      </div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">&#160;&#160;&#160;&#160;&#160;<font style="font-size: 10pt;">Until &#160; &#160;&#160; 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&#8217; obligations to deliver a Prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.</font></div>
      <div style="margin-top: 12pt; margin-bottom: 12pt; font-size: 14pt;">
        <hr align="center" style="border-width: 1px medium 4px; border-style: solid none; border-color: black -moz-use-text-color; -moz-border-top-colors: none; -moz-border-right-colors: none; -moz-border-bottom-colors: none; -moz-border-left-colors: none; border-image: none; height: 10px; color: rgb(255, 255, 255); background-color: rgb(255, 255, 255); text-align: center; margin-right: auto;"><font style="font-size: 10pt;"> </font></div>
      <div style="margin-bottom: 10pt;"><br>
      </div>
    </div>
  </div>
  <div><br>
  </div>
  <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
    <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-family: 'Times New Roman'; font-weight: normal; font-style: normal;">1</font></div>
    <div id="DSPFPageBreak" style="page-break-after: always;">
      <hr noshade="noshade" style="border-width: 0px; clear: both; margin: 4px 0px; width: 100%; height: 2px; color: #000000; background-color: #000000;"></div>
  </div>
  <div><br>
  </div>
  <div><br>
  </div>
  <br>
  <div style="font-family: 'Times New Roman'; font-weight: bold;">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.</div>
  <div><br>
  </div>
  <div style="text-align: center; font-family: 'Times New Roman'; font-weight: bold;"> SUBJECT TO COMPLETION, DATED NOVEMBER 22, 2021 </div>
  <div><br>
  </div>
  <div style="text-align: center; margin-bottom: 6pt; font-family: 'Times New Roman'; font-weight: bold;"><font style="font-size: 18pt;">Guggenheim Active Allocation Fund</font><br>
    __________________________<br>
    Statement of Additional Information</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">Guggenheim Active Allocation Fund (the &#8220;Fund&#8221;) is a newly-organized, diversified, closed-end management investment company. The Fund&#8217;s investment objective is to maximize
    total return through a combination of current income and capital appreciation. The Fund will pursue both a tactical asset allocation strategy, dynamically allocating across asset classes, and a relative value-based investment strategy, utilizing
    quantitative and qualitative analysis to seek to identify securities with attractive relative value and risk/reward characteristics. The Fund&#8217;s sub-adviser seeks to combine a credit-managed fixed-income portfolio with a diversified pool of alternative
    investments and equity strategies. The Fund&#8217;s investment philosophy is predicated upon the belief that thorough research and independent thought are rewarded with performance that has the potential to outperform standard indexes on an absolute and/or
    risk adjusted basis. There can be no assurance that the Fund&#8217;s investment objective will be achieved.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">This Statement of Additional Information (&#8220;SAI&#8221;) is not a prospectus but should be read in conjunction with the prospectus for the Fund dated&#160; &#160; &#160; &#160; &#160; &#160; &#160; &#160; , 2021<font style="font-weight: bold;">&#160;</font>(the &#8220;Prospectus&#8221;). Investors should obtain and read the Prospectus prior to purchasing Common Shares. A copy of the Prospectus may be obtained without charge, by calling the Fund at (800) 345-7999.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">The Prospectus and this SAI omit certain of the information contained in the registration statement filed with the Securities and Exchange Commission (&#8220;SEC&#8221;). The
    registration statement may be obtained from the SEC upon payment of the fee prescribed or inspected via its website (www.sec.gov) at no charge. Capitalized terms used but not defined herein have the meanings ascribed to them in the prospectus.</div>
  <div style="text-align: center; font-family: 'Times New Roman'; font-weight: bold;">TABLE OF CONTENTS</div>
  <div style="text-align: right; font-family: 'Times New Roman'; font-weight: bold;"><br>
  </div>
  <div style="margin-right: 36pt; font-family: 'Times New Roman';">
    <table cellspacing="0" cellpadding="0" border="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; border-collapse: collapse; text-align: left; color: #000000;" id="z69b9aa073b02496084f1be1b56451f8c">

        <tr>
          <td rowspan="1" style="width: 94.63%; vertical-align: top;">&#160;</td>
          <td rowspan="1" style="width: 5.37%; vertical-align: top;">
            <div style="text-align: right; font-weight: bold;">Page</div>
          </td>
        </tr>
        <tr>
          <td style="width: 94.63%; vertical-align: top; background-color: rgb(204, 238, 255);">
            <div>The Fund</div>
          </td>
          <td style="width: 5.37%; vertical-align: top; background-color: rgb(204, 238, 255);">
            <div style="text-align: right;">2</div>
          </td>
        </tr>
        <tr>
          <td style="width: 94.63%; vertical-align: top;">
            <div>Investment Objective and Policies</div>
          </td>
          <td style="width: 5.37%; vertical-align: top;">
            <div style="text-align: right;">2</div>
          </td>
        </tr>
        <tr>
          <td style="width: 94.63%; vertical-align: top; background-color: rgb(204, 238, 255);">
            <div>Investment Restrictions</div>
          </td>
          <td style="width: 5.37%; vertical-align: top; background-color: rgb(204, 238, 255);">
            <div style="text-align: right;">17</div>
          </td>
        </tr>
        <tr>
          <td style="width: 94.63%; vertical-align: top;">
            <div>Management of the Fund</div>
          </td>
          <td style="width: 5.37%; vertical-align: top;">
            <div style="text-align: right;">18</div>
          </td>
        </tr>
        <tr>
          <td style="width: 94.63%; vertical-align: top; background-color: rgb(204, 238, 255);">
            <div>Portfolio Transactions</div>
          </td>
          <td style="width: 5.37%; vertical-align: top; background-color: rgb(204, 238, 255);">
            <div style="text-align: right;">38</div>
          </td>
        </tr>
        <tr>
          <td style="width: 94.63%; vertical-align: top;">
            <div>U.S. Federal Income Tax Considerations</div>
          </td>
          <td style="width: 5.37%; vertical-align: top;">
            <div style="text-align: right;">39</div>
          </td>
        </tr>
        <tr>
          <td style="width: 94.63%; vertical-align: top; background-color: rgb(204, 238, 255);">
            <div>General Information</div>
          </td>
          <td style="width: 5.37%; vertical-align: top; background-color: rgb(204, 238, 255);">
            <div style="text-align: right;">47</div>
          </td>
        </tr>
        <tr>
          <td rowspan="1" style="width: 94.63%; vertical-align: top;">Report of Independent Registered Public Accounting Firm</td>
          <td rowspan="1" style="width: 5.37%; vertical-align: top; text-align: right;">&#160;48</td>
        </tr>
        <tr>
          <td style="width: 94.63%; vertical-align: top; background-color: rgb(204, 238, 255);">
            <div>Financial Statements</div>
          </td>
          <td style="width: 5.37%; vertical-align: top; background-color: rgb(204, 238, 255);">
            <div style="text-align: right;">49</div>
          </td>
        </tr>
        <tr>
          <td style="width: 94.63%; vertical-align: top;">
            <div>Appendix A Description of Securities Ratings</div>
          </td>
          <td style="width: 5.37%; vertical-align: top;">
            <div style="text-align: right;">A-1</div>
          </td>
        </tr>
        <tr>
          <td style="width: 94.63%; vertical-align: top; background-color: rgb(204, 238, 255);">
            <div>Appendix B GUGGENHEIM PARTNERS INVESTMENT MANAGEMENT, LLC Proxy Voting Policies and Procedures</div>
          </td>
          <td style="width: 5.37%; vertical-align: top; background-color: rgb(204, 238, 255);">
            <div style="text-align: right;">B-1</div>
          </td>
        </tr>

    </table>
    <div><br>
    </div>
    <br>
  </div>
  <div style="text-align: center; font-family: 'Times New Roman';">Statement of Additional Information dated&#160; &#160; &#160; &#160; &#160; &#160; &#160;&#160; , 2021.</div>
  <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
    <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-family: 'Times New Roman'; font-weight: normal; font-style: normal;">1</font></div>
    <div id="DSPFPageBreak" style="page-break-after: always;">
      <hr noshade="noshade" style="border-width: 0px; clear: both; margin: 4px 0px; width: 100%; height: 2px; color: #000000; background-color: #000000;"></div>
  </div>
  <div style="text-align: center; margin-bottom: 6pt; font-family: 'Times New Roman'; font-weight: bold;">THE FUND</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">The Fund is a newly-organized, diversified, closed-end management investment company organized under the laws of the State of Delaware. The Fund&#8217;s common shares of
    beneficial interest (the &#8220;Common Shares&#8221;) are expected to be listed on the New York Stock Exchange, subject to notice of issuance, under the symbol &#8220;GUG.&#8221; Guggenheim Funds Investment Advisors, LLC (the &#8220;Investment Adviser&#8221;) serves as the Fund&#8217;s
    investment adviser and is responsible for the management of the Fund. Guggenheim Partners Investment Management, LLC (the &#8220;Sub-Adviser&#8221;) serves as the Fund&#8217;s investment Sub-Adviser and is responsible for the management of the Fund&#8217;s portfolio of
    securities. The Investment Adviser and the Sub-Adviser are referred to herein collectively as the &#8220;Adviser.&#8221;</div>
  <div style="text-align: center; margin-bottom: 6pt; font-family: 'Times New Roman'; font-weight: bold;">INVESTMENT OBJECTIVE AND POLICIES</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman'; font-weight: bold;">Additional Investment Policies</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">The following information supplements the discussion of the Fund&#8217;s investment objective, policies and techniques that are described in the Prospectus. The Fund may make
    the following investments, or use the following techniques, among others, some of which are part of its principal investment strategies and some of which are not. The principal risks of the Fund&#8217;s principal investment strategies are discussed in the
    Prospectus. The Fund may not buy all of the types of securities or use all of the investment techniques that are described.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-style: italic;">Mortgage-Related Securities. </font>Mortgage-related securities include structured debt obligations collateralized by pools of
    commercial or residential mortgages. Pools of mortgage loans and mortgage-related loans such as mezzanine loans are assembled as securities for sale to investors by various governmental, government-related and private organizations. Mortgage-related
    securities include complex instruments such as collateralized mortgage obligations (&#8220;CMOs&#8221;), stripped mortgage-backed securities, mortgage pass-through securities, interests in real estate mortgage investment conduits (&#8220;REMICs&#8221;), real estate investment
    trusts (&#8220;REITs&#8221;), including debt and preferred stock issued by REITs, as well as other real estate-related securities. The mortgage-related securities in which the Fund may invest include those with fixed, floating or variable interest rates, those
    with interest rates that change based on multiples of changes in a specified index of interest rates and those with interest rates that change inversely to changes in interest rates, as well as those that do not bear interest. The Fund may invest in
    residential mortgage-backed securities (&#8220;RMBS&#8221;) and commercial mortgage-backed securities (&#8220;CMBS&#8221;), including residual interests, issued by governmental entities and private issuers, including subordinated mortgage-related securities. The Fund may
    invest in sub-prime mortgages or mortgage-related securities that are backed by sub-prime mortgages. Certain mortgage-related securities that the Fund may invest in are described below.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';"><u>Residential Mortgage-Backed Securities</u>. RMBS are securities the payments on which depend (except for rights or other assets designed to assure the servicing or
    timely distribution of proceeds to holders of such securities) primarily on the cash flow from residential mortgage loans made to borrowers that are secured (on a first priority basis or second priority basis, subject to permitted liens, easements and
    other encumbrances) by residential real estate (one- to four-family properties) the proceeds of which are used to purchase real estate and purchase or construct dwellings thereon (or to refinance indebtedness previously so used). Residential mortgage
    loans are obligations of the borrowers thereunder only and are not typically insured or guaranteed by any other person or entity. The ability of a borrower to repay a loan secured by residential property is dependent upon the income or assets of the
    borrower. A number of factors, including a general economic downturn, acts of God, terrorism, social unrest and civil disturbances may impair borrowers&#8217; abilities to repay their loans.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';"><u>Commercial Mortgage-Backed Securities</u>. CMBS generally are multi-class debt or pass-through certificates secured or backed by mortgage loans on commercial
    properties. CMBS generally are structured to provide protection to the senior class investors against potential losses on the underlying mortgage loans. This protection generally is provided by having the holders of subordinated classes of securities
    (&#8220;Subordinated CMBS&#8221;) 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.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">The Fund may invest in Subordinated CMBS issued or sponsored by commercial banks, savings and loan institutions, mortgage bankers, private mortgage insurance companies
    and other non-governmental issuers. Subordinated CMBS have no governmental guarantee and are subordinated in some manner as to the payment of principal and/or interest to the holders of more senior mortgage-related securities arising out of the same
    pool of mortgages. The holders of Subordinated CMBS typically are compensated with a higher stated yield than are the </div>
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  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';">holders of more senior mortgage-related securities. On the other hand, Subordinated CMBS typically subject the holder to greater risk than senior CMBS and tend to be rated in a lower rating
    category, and frequently a substantially lower rating category, than the senior CMBS issued in respect of the same mortgage pool. Subordinated CMBS generally are likely to be more sensitive to changes in prepayment and interest rates and the market for
    such securities may be less liquid than is the case for traditional income securities and senior mortgage-related securities.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';"><u>Government Agency Securities</u>. Mortgage-related securities issued by the Government National Mortgage Association (&#8220;GNMA&#8221;) include GNMA Mortgage Pass-Through
    Certificates (also known as &#8220;Ginnie Maes&#8221;), which are guaranteed as to the timely payment of principal and interest by GNMA and such guarantee is backed by the full faith and credit of the United States. GNMA is a wholly owned U.S. Government
    corporation within the Department of Housing and Urban Development. GNMA certificates also are supported by the authority of GNMA to borrow funds from the U.S. Treasury to make payments under its guarantee.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';"><u>Government-Related Securities</u>. Mortgage-related securities issued by the Federal National Mortgage Association (&#8220;FNMA&#8221;) include FNMA Guaranteed Mortgage
    Pass-Through Certificates (also known as &#8220;Fannie Maes&#8221;) which are solely the obligations of FNMA and are not backed by or entitled to the full faith and credit of the United States. FNMA is a privately owned government-sponsored organization. The FNMA
    guarantees Fannie Maes as to timely payment of principal and interest. Mortgage-related securities issued by the Federal Home Loan Mortgage Corporation (&#8220;FHLMC&#8221;) include FHLMC Mortgage Participation Certificates (also known as &#8220;Freddie Macs&#8221; or &#8220;PCs&#8221;).
    Freddie Macs are not guaranteed by the United States or by any Federal Home Loan Bank and do not constitute a debt or obligation of the United States or of any Federal Home Loan Bank. Freddie Macs entitle the holder to timely payment of interest, which
    FHLMC guarantees. FHLMC guarantees either ultimate collection or timely payment of all principal payments on the underlying mortgage loans. When FHLMC does not guarantee timely payment of principal, FHLMC may remit the amount due on account of its
    guarantee of ultimate payment of principal at any time after default on an underlying mortgage, but in no event later than one year after it becomes payable.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">On September 7, 2008, the Federal Housing Finance Agency (&#8220;FHFA&#8221;), an independent regulatory agency, placed FNMA and FHLMC into conservatorship, a statutory process
    designed to stabilize a troubled institution with the objective of returning the entity to normal business operations. At the same time, the U.S. Treasury agreed to acquire $1 billion of senior preferred stock of each instrumentality and obtained
    warrants for the purchase of common stock of each instrumentality. Under these Senior Preferred Stock Purchase Agreements (&#8220;SPAs&#8221;), the U.S. Treasury has pledged to provide up to $100 billion per instrumentality as needed, including the contribution of
    cash capital to the instrumentalities in the event their liabilities exceed their assets. In May 2009, the U.S. Treasury increased its maximum commitment to each instrumentality under the SPAs to $200 billion per instrumentality. In December 2009, the
    U.S. Treasury further amended the SPAs to allow the cap on the U.S. Treasury&#8217;s funding commitment to increase as necessary to accommodate any cumulative reduction in Fannie Mae&#8217;s and Freddie Mac&#8217;s net worth through the end of 2012. At the start of
    2013, the unlimited support the U.S. Treasury extended to the two companies expired-Fannie Mae&#8217;s bailout is capped at $125 billion and Freddie Mac has a limit of $149 billion. On August&#160;17, 2012, the U.S. Treasury announced that it was again amending
    the Agreement to terminate the requirement that Fannie Mae and Freddie Mac each pay a 10% dividend annually on all amounts received under the funding commitment. Instead, they will transfer to the U.S. Treasury on a quarterly basis all profits earned
    during a quarter that exceed a capital reserve amount of $3 billion.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">Also in December 2009, the U.S. Treasury amended the SPAs to provide Fannie Mae and Freddie Mac with some additional flexibility to meet the requirement to reduce their
    mortgage portfolios. The actions of the U.S. Treasury are intended to ensure that Fannie Mae and Freddie Mac maintain a positive net worth and meet their financial obligations, preventing mandatory triggering of receivership. No assurance can be given
    that the U.S. Treasury initiatives will be successful. Other U.S. government securities the Fund may invest in include (but are not limited to) securities issued or guaranteed by the Federal Housing Administration, Farmers Home Loan Administration,
    Export-Import Bank of the U.S., Small Business Administration, General Services Administration, Central Bank for Cooperatives, Federal Farm Credit Banks, Federal Intermediate Credit Banks, Federal Land Banks, Maritime Administration, Tennessee Valley
    Authority, District of Columbia Armory Board and Student Loan Marketing Association. Because the U.S. government is not obligated by law to provide support to an instrumentality it sponsors, the Fund will invest in obligations issued by such an
    instrumentality only if the Investment Adviser determines that the credit risk with respect to the instrumentality does not make its securities unsuitable for investment by the Fund.</div>
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  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">No assurance can be given as to whether the U.S. government will continue to support Fannie Mae and Freddie Mac.&#160;In addition, the future for Fannie Mae and Freddie Mac
    remains uncertain. Congress has recently considered proposals to reduce the U.S. government&#8217;s role in the mortgage market of both Fannie Mae and Freddie Mac, including proposals as to whether&#160;Fannie Mae and Freddie Mac should be nationalized,
    privatized, restructured or eliminated altogether. Should the federal government adopt any such proposal, the value of the Fund&#8217;s investments in securities issued&#160;by Fannie Mae or Freddie Mac would be impacted. Fannie Mae and Freddie Mac are also the
    subject of continuing legal actions and investigations which may have an adverse effect on these entities.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">Under the direction of the FHFA, Fannie Mae and Freddie Mac developed a common securitization platform that in June 2019 began issuing a uniform mortgage-backed security
    (&#8220;UMBS&#8221;) (the &#8220;Single Security Initiative&#8221;) that aligned the characteristics of Fannie Mae and Freddie Mac certificates. UMBS are eligible for delivery into the TBA market. The effects that the Single Security Initiative may have on the market for
    mortgage-backed securities are uncertain.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">The FHFA has announced plans to consider taking Fannie Mae and Freddie Mac out of conservatorship.&#160; Should Fannie Mae and Freddie Mac be taken out of conservatorship, it
    is unclear whether the U.S. Treasury would continue to enforce its rights or perform its obligations under the SPAs.&#160; It also unclear how the capital structure of Fannie Mae and Freddie Mac would be constructed post-conservatorship, and what effects,
    if any, the privatization of the enterprises will have on their creditworthiness and guarantees of certain MBS.&#160; Accordingly, should the FHFA take the enterprises out of conservatorship, there could be an adverse impact on the value of their
    securities.&#160;</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">Any controversy or ongoing uncertainty regarding the status of negotiations in the U.S. Congress to increase the statutory debt ceiling may impact the market value of
    U.S. government debt securities held by the Fund as well as the financial markets and economy more broadly. If the U.S. Congress is unable to negotiate an adjustment to the statutory debt ceiling, there is also the risk that the U.S. government may
    default on payments on certain U.S. government securities, including those held by the Fund, which could have a material negative impact on the Fund.<br>
  </div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">
    <div style="margin-bottom: 10pt;"><u>Municipal Securities</u>. Municipal securities are subject to a variety of risks, including credit, interest, prepayment, liquidity, and valuation risks. In addition, municipal securities can be adversely affected
      by (i) unfavorable legislative, political or other developments or events, including natural disasters and public health conditions, and (ii) changes in the economic and fiscal conditions of issuers of municipal securities or the federal government
      (in cases where it provides financial support to such issuers). Municipal securities may be fully or partially backed by the taxing authority or revenue of a local government, the credit of a private issuer, or the current or anticipated revenues
      from a specific project, which may be adversely affected as a result of economic and public health conditions. Certain sectors of the municipal bond market have special risks that can affect them more significantly than the market as a whole. Because
      many municipal instruments are issued to finance similar projects (such as education, health care, transportation and utilities), conditions in these industries can significantly affect the overall municipal market. Municipal securities that are
      insured may be adversely affected by developments relevant to that particular insurer, or more general developments relevant to the market as a whole. Municipal securities can be difficult to value and be less liquid than other investments, which may
      affect performance.</div>
    <div style="margin-bottom: 10pt;">Investments in municipal securities are subject to risks associated with the financial health of the issuers of such securities or the revenue associated with underlying projects. For example, the current COVID-19
      pandemic has significantly stressed the financial resources of many municipalities and other issuers of municipal securities, which may impair their ability to meet their financial obligations and may harm the value or liquidity of the Fund&#8217;s
      investments in municipal securities. In particular, responses by municipalities and other governmental authorities to the COVID-19 pandemic have caused disruptions in business and other activities. These and other effects of the COVID-19 pandemic,
      such as increased unemployment levels, have impacted tax and other revenues of municipalities and other issuers of municipal securities and the financial conditions of such issuers. In addition, in response to the COVID-19 pandemic, governmental
      authorities and regulators have enacted and are enacting significant fiscal and monetary policy changes, which present heightened risks to municipal securities, and such risks could be even further heightened if these actions are unexpectedly or
      suddenly discontinued, disrupted, reversed or are ineffective in achieving their desired outcomes or lead to increases in inflation. Furthermore, governmental authorities have proposed various forms of relief for municipal issuers. As a result, there
      is an increased budgetary and financial pressure on municipalities and other issuers of municipal securities and heightened risk of default or other adverse credit or similar events for issuers of municipal securities, which would adversely impact
      the Fund&#8217;s investments.</div>
  </div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';"><u>Private Entity Securities</u>. These mortgage-related securities are issued by commercial banks, savings and loan institutions, mortgage bankers, private mortgage
    insurance companies and other non-governmental issuers. Timely payment of principal and interest on mortgage-related securities backed by pools created by non&#8209;governmental issuers often is supported partially by various forms of insurance or
    guarantees, including individual loan, title, pool and hazard insurance. The insurance and guarantees are issued by government entities, private insurers and the mortgage poolers. There can be no assurance that the private insurers or mortgage poolers
    can meet their obligations under the policies, so that if the issuers default on their obligations the holders of the security could sustain a loss. No insurance or guarantee covers the Fund or the price of the Fund&#8217;s shares. Mortgage-related
    securities issued by non-governmental issuers generally offer a higher rate of interest than government-agency and government-related securities because there are no direct or indirect government guarantees of payment.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';"><u>Collateralized Mortgage Obligations</u>. A CMO is a multi-class bond backed by a pool of mortgage pass-through certificates or mortgage loans. CMOs may be
    collateralized by (a) Ginnie Mae, Fannie Mae or Freddie Mac pass&#8209;through certificates, (b) unsecuritized mortgage loans insured by the Federal Housing Administration or guaranteed by the Department of Veterans&#8217; Affairs, (c) unsecuritized conventional
    mortgages, (d) other mortgage-related securities or (e) any combination thereof. Each class of CMOs, often referred to as a &#8220;tranche,&#8221; is issued at a specific coupon rate and has a stated maturity or final distribution date. Principal prepayments on
    collateral underlying a CMO may cause it to be retired substantially earlier than the stated maturities or final distribution dates. The principal and interest on the underlying mortgages may be allocated among the several classes of a series of a CMO
    in many ways. One or more tranches of a CMO may have coupon rates which reset periodically at a specified increment over an index, such as the London Interbank Offered Rate (&#8220;LIBOR&#8221;) or a replacement rate (or sometimes more than one index). These
    floating rate CMOs typically are issued with lifetime caps on the coupon rate thereon. The Fund also may invest in inverse floating rate CMOs. Inverse floating rate CMOs constitute a tranche of a CMO with a coupon rate that moves in the reverse
    direction to an applicable index such as LIBOR. Accordingly, the coupon rate thereon will increase as interest rates decrease. Inverse floating rate CMOs are typically more volatile than fixed or floating rate tranches of CMOs. Many inverse floating
    rate CMOs have coupons that move inversely to a multiple of the applicable indexes. The effect of the coupon varying inversely to a multiple of an applicable index creates a leverage factor. Inverse floaters based on multiples of a stated index are
    designed to be highly sensitive to changes in interest rates and can subject the holders thereof to extreme reductions of yield and loss of principal. The markets for inverse floating rate CMOs with highly leveraged characteristics at times may be very
    thin. The Fund&#8217;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.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';"><u>Stripped Mortgage-Backed Securities</u>. Stripped mortgage-backed securities are created by segregating the cash flows from underlying mortgage loans or mortgage
    securities to create two or more new securities, each with a </div>
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  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';">specified percentage of the underlying security&#8217;s principal or interest payments. Mortgage securities may be partially stripped so that each investor class receives some interest and some
    principal. When securities are completely stripped, however, all of the interest is distributed to holders of one type of security, known as an interest-only security (&#8220;IO&#8221;), and all of the principal is distributed to holders of another type of
    security known as a principal-only security (&#8220;PO&#8221;). Strips can be created in a pass-through structure or as tranches of a CMO. The yields to maturity on IOs and POs are very sensitive to the rate of principal payments (including prepayments) on the
    related underlying mortgage assets. If the underlying mortgage assets experience greater than anticipated prepayments of principal, the Fund may not fully recoup its initial investment in IOs. Conversely, if the underlying mortgage assets experience
    less than anticipated prepayments of principal, the yield on POs could be materially and adversely affected.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';"><u>Sub-Prime Mortgages</u>. Sub-prime mortgages are mortgages rated below &#8220;A&#8221; by S&amp;P, Moody&#8217;s or Fitch. Historically, sub-prime mortgage loans have been made to
    borrowers with blemished (or non-existent) credit records, and the borrower is charged a higher interest rate to compensate for the greater risk of delinquency and the higher costs of loan servicing and collection. Sub-prime mortgages are subject to
    both state and federal anti-predatory lending statutes that carry potential liability to secondary market purchasers such as the Fund. Sub-prime mortgages have certain characteristics and associated risks similar to below-investment grade securities,
    including a higher degree of credit risk, and certain characteristics and associated risks similar to mortgage-backed securities, including prepayment risk.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';"><u>Mortgage REITs</u>. Mortgage REITs are pooled investment vehicles that invest the majority of their assets in real property mortgages and which generally derive income
    primarily from interest payments thereon. Mortgage REITs are generally not taxed on income timely distributed to shareholders, provided they comply with the applicable requirements of the Code. The Fund will indirectly bear its proportionate share of
    any management and other expenses paid by mortgage REITs in which it invests. Investing in mortgage REITs involves certain risks related to investing in real property mortgages. Mortgage REITs are subject to interest rate risk and the risk of default
    on payment obligations by borrowers. Mortgage REITs whose underlying assets are mortgages on real properties used by a particular industry or concentrated in a particular geographic region are subject to risks associated with such industry or region.
    Real property mortgages may be relatively illiquid, limiting the ability of mortgage REITs to vary their portfolios promptly in response to changes in economic or other conditions. Mortgage REITs may have limited financial resources, their securities
    may trade infrequently and in limited volume, and they may be subject to more abrupt or erratic price movements than securities of larger or more broadly based companies.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';"><u>Other Mortgage-Related Securities</u>. Other mortgage-related securities include securities other than those described above that directly or indirectly represent a
    participation in, or are secured by and payable from, mortgage loans on real property, including CMO residuals. Other mortgage-related securities may be equity or debt securities issued by agencies or instrumentalities of the U.S. Government or by
    private originators of, or investors in, mortgage loans, including savings and loan associations, homebuilders, mortgage banks, commercial banks, investment banks, partnerships, trusts and special purpose entities of the foregoing.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-style: italic;">Loans. </font>The Fund may invest a portion of its assets in loans directly, loan participations and other direct claims against a
    borrower. The Sub-Adviser believes corporate loans to be high-yield debt instruments if the issuer has outstanding debt securities rated below-investment grade or has no rated securities. The corporate loans in which the Fund invests primarily consist
    of direct obligations of a borrower and may include debtor in possession financings pursuant to Chapter 11 of the U.S. Bankruptcy Code, obligations of a borrower issued in connection with a restructuring pursuant to Chapter 11 of the U.S. Bankruptcy
    Code, leveraged buy-out loans, leveraged recapitalization loans, receivables purchase facilities, and privately placed notes. The Fund may invest in a corporate loan at origination as a co-lender or by acquiring in the secondary market participations
    in, assignments of or novations of a corporate loan. By purchasing a participation, the Fund acquires some or all of the interest of a bank or other lending institution in a loan to a corporate or government borrower. The participations typically will
    result in the Fund having a contractual relationship only with the lender, not the borrower. The Fund will have the right to receive payments of principal, interest and any fees to which it is entitled only from the lender selling the participation and
    only upon receipt by the lender of the payments from the borrower. Many such loans are secured, although some may be unsecured. Such loans may be in default at the time of purchase. Loans that are fully secured offer the Fund more protection than an
    unsecured loan in the event of non-payment of scheduled interest or principal. However, there is no assurance that the liquidation of collateral from a secured loan would satisfy the corporate borrower&#8217;s obligation, or that the collateral can be
    liquidated. Direct debt instruments may involve a risk of loss in case of default or insolvency of the borrower and may offer less legal protection to the Fund in the event of fraud or misrepresentation. In addition, loan participations involve a risk
    of insolvency of the lending bank or other </div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';"> <br>
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  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';">financial intermediary. The markets in loans are not regulated by federal securities laws or the SEC. As in the case of other high-yield investments, such corporate loans may be rated in
    the lower rating categories of the established rating services (such as &#8220;Ba&#8221; or lower by Moody&#8217;s or &#8220;BB&#8221; or lower by S&amp;P), or may be unrated investments determined to be of comparable quality by the Sub-Adviser. As in the case of other high-yield
    investments, such corporate loans can be expected to provide higher yields than lower yielding, higher rated fixed-income securities, but may be subject to greater risk of loss of principal and income. There are, however, some significant differences
    between corporate loans and high-yield bonds. Corporate loan obligations are frequently secured by pledges of liens and security interests in the assets of the borrower, and the holders of corporate loans are frequently the beneficiaries of debt
    service subordination provisions imposed on the borrower&#8217;s bondholders. These arrangements are designed to give corporate loan investors preferential treatment over high-yield investors in the event of deterioration in the credit quality of the issuer.
    Even when these arrangements exist, however, there can be no assurance that the borrowers of the corporate loans will repay principal and/or pay interest in full. Corporate loans generally bear interest at rates set at a margin above a generally
    recognized base lending rate that may fluctuate on a day-to-day basis, in the case of the prime rate of a U.S. bank, or which may be adjusted on set dates, typically 30 days but generally not more than one year, in the case of LIBOR. Consequently, the
    value of corporate loans held by the Fund may be expected to fluctuate significantly less than the value of other fixed rate high-yield instruments as a result of changes in the interest rate environment; however, the secondary dealer market for
    certain corporate loans may not be as well developed as the secondary dealer market for high-yield bonds and, therefore, presents increased market risk relating to liquidity and pricing concerns.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-style: italic;">Mezzanine Investments. </font>The Fund may invest in certain lower grade securities known as &#8220;Mezzanine Investments,&#8221; which are
    subordinated debt securities that are generally issued in private placements in connection with an equity security (<font style="font-style: italic;">e.g.</font>, with attached warrants) or may be convertible into equity securities. Mezzanine
    Investments may be issued with or without registration rights. Similar to other lower grade securities, maturities of Mezzanine Investments are typically seven to ten years, but the expected average life is significantly shorter at three to five years.
    Mezzanine Investments are usually unsecured and subordinated to other obligations of the issuer.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">In connection with its purchase of Mezzanine Investments, the Fund may participate in rights offerings and may purchase warrants, which are privileges issued by
    corporations enabling the owners to subscribe and purchase a specified number of shares of the corporation at a specified price during a specified period of time. Subscription rights normally have a short life span to expiration. The purchase of rights
    or warrants involves the risk that the Fund could lose the purchase value of a right or warrant if the right to subscribe to additional shares is not exercised prior to the rights&#8217; and warrants&#8217; expiration. Also, the purchase of rights and/or warrants
    involves the risk that the effective price paid for the right and/or warrant added to the subscription price of the related security may exceed the value of the subscribed security&#8217;s market price such as when there is no movement in the level of the
    underlying security.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-style: italic;">Short Sales. </font>The Fund is authorized to make short sales of securities. A short sale is a transaction in which the Fund sells a
    security it does not own in anticipation that the market price of that security will decline. The Fund may also make short sales &#8220;against the box&#8221; without respect to such limitations. In this type of short sale, at the time of the sale, the Fund owns,
    or has the immediate and unconditional right to acquire at no additional cost, the identical security. If the price of the security sold short increases between the time of the short sale and the time the Fund replaces the borrowed security, the Fund
    will incur a loss; conversely, if the price declines, the Fund will realize a capital gain. Any gain will be decreased, and any loss will be increased, by the transaction costs incurred by the Fund, including the costs associated with providing
    collateral to the broker-dealer (usually cash and liquid securities) and the maintenance of collateral with its custodian. Although the Fund&#8217;s gain is limited to the price at which it sold the security short, its potential loss is theoretically
    unlimited.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">In the view of the SEC, a short sale involves the creation of a &#8220;senior security&#8221; as such term is defined in the 1940 Act unless, under current regulatory requirements,
    the sale is &#8220;against the box&#8221; and the securities sold short (or securities convertible into or exchangeable for such securities) are segregated or unless the Fund&#8217;s obligation to deliver the securities sold short is &#8220;covered&#8221; by earmarking or
    segregating cash, U.S. government securities or other liquid assets in an amount equal to the difference between the market value of the securities sold short and any collateral required to be deposited with a broker in connection with the sale (not
    including the proceeds from the short sale), which difference is adjusted daily for changes in the value of the securities sold short. The total value of the short sale proceeds, cash, U.S. government securities or other liquid assets deposited with
    the broker and earmarked or segregated on its books or with the Fund&#8217;s custodian may not at any time be less than the market value of the securities sold short. The Fund will comply with these requirements. However, as described above, the SEC </div>
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  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';">adopted a final rule related to the use of derivatives, reverse repurchase agreements and certain other transactions by registered investment companies that will rescind and withdraw the
    guidance of the SEC and its staff regarding asset segregation and coverage transactions reflected in the Fund&#8217;s asset segregation and cover practices discussed herein.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-style: italic;">Securities Subject to Reorganization. </font>The Fund may invest in securities of companies for which a tender or exchange offer has
    been made or announced and in securities of companies for which a merger, consolidation, liquidation or reorganization proposal has been announced if, in the judgment of the Investment Adviser, there is a reasonable prospect of high total return
    significantly greater than the brokerage and other transaction expenses involved. In general, securities which are the subject of such an offer or proposal sell at a premium to their historic market price immediately prior to the announcement of the
    offer or may also discount what the stated or appraised value of the security would be if the contemplated transaction were approved or consummated. Such investments may be advantageous when the discount significantly overstates the risk of the
    contingencies involved; significantly undervalues the securities, assets or cash to be received by shareholders of the prospective portfolio company as a result of the contemplated transaction; or fails adequately to recognize the possibility that the
    offer or proposal may be replaced or superseded by an offer or proposal of greater value. The evaluation of such contingencies requires unusually broad knowledge and experience on the part of the Sub-Adviser which must appraise not only the value of
    the issuer and its component businesses as well as the assets or securities to be received as a result of the contemplated transaction but also the financial resources and business motivation of the offer and/or the dynamics and business climate when
    the offer or proposal is in process. Since such investments are ordinarily short-term in nature, they will tend to increase the turnover ratio of the Fund, thereby increasing its brokerage and other transaction expenses. The Sub-Adviser intends to
    select investments of the type described which, in its view, have a reasonable prospect of capital appreciation which is significant in relation to both the risk involved and the potential of available alternative investments.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-style: italic;">Special Purpose Acquisition Companies. </font>&#8212;The Fund may invest in stock, warrants, rights and other securities of special purpose
    acquisition companies (&#8220;SPACs&#8221;) or similar special purpose entities in a private placement transaction or as part of a public offering. A SPAC, sometimes referred to as &#8220;blank check company,&#8221; is a private or publicly traded company that raises
    investment capital for the purpose of acquiring or merging with an existing company. The shares of a SPAC are typically issued in &#8220;units&#8221; that include one share of common stock and one right or warrant (or partial right or warrant) conveying the right
    to purchase additional shares of common stock. At a specified time, the rights and warrants may be separated from the common stock at the election of the holder, after which time each security typically is freely tradeable. Private companies can
    combine with a SPAC to go public by taking the SPAC&#8217;s place on an exchange as an alternative to making an initial public offering.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">As an alternative to obtaining a public listing through a traditional IPO, SPAC investments carry many of the same risks as investments in IPO securities. These may
    include, but are not limited to, erratic price movements, greater risk of loss, lack of information about the issuer, limited operating and little public or no trading history, and higher transaction costs.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">Investments in SPACs also have risks peculiar to the SPAC structure and investment process. Until an acquisition or merger is completed, a SPAC generally invests its
    assets, less a portion retained to cover expenses, in U.S. government securities, money market securities and cash and does not typically pay dividends in respect of its common stock. To the extent a SPAC is invested in cash or similar securities, this
    may impact the Fund&#8217;s ability to meet its investment objective. SPAC shareholders may not approve any proposed acquisition or merger, or an acquisition or merger, once effected, may prove unsuccessful. If an acquisition or merger is not completed
    within a pre-established period (typically, two years), the remainder of the funds invested in the SPAC are returned to its shareholders. While a SPAC investor may receive both stock in the SPAC, as well as warrants or other rights at no marginal cost,
    those warrants or other rights may expire worthless or may be repurchased or retired by the SPAC at an unfavorable price. The Fund may also be delayed in receiving any redemption or liquidation proceeds from a SPAC to which it is entitled. An
    investment in a SPAC is typically subject to a higher risk of dilution by additional later offerings of interests in the SPAC or by other investors exercising existing rights to purchase shares of the SPAC.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">SPAC investments are also subject to the risk that a significant portion of the funds raised by the SPAC may be expended during the search for a target acquisition or
    merger. Because SPACs only business is to seek acquisitions, the value of their securities is particularly dependent on the ability of the SPAC&#8217;s management to identify and complete a profitable acquisition or merger target. Among other conflicts of
    interest, the economic interests of the management, directors, officers and related parties of a SPAC can differ from the economic interests </div>
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  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';">of public shareholders, which may lead to conflicts as they evaluate, negotiate and recommend business combination transactions to shareholders. For example, since the sponsor, directors
    and officers of a SPAC may directly or indirectly own interests in a SPAC, the sponsor, directors and officers may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate a
    business combination. This risk may become more acute as the deadline for the completion of a business combination nears. In addition, the requirement that a SPAC complete a business combination within a prescribed time frame may give potential target
    businesses leverage over the SPAC in negotiating a business combination, and may limit the time the SPAC has in which to conduct due diligence on potential business combination targets, which could undermine the SPAC&#8217;s ability to complete a business
    combination on terms that would produce value for its shareholders. Some SPACs pursue acquisitions and mergers only within certain market sectors or regions, which can increase the volatility of their prices. Conversely, other SPACs may invest without
    such limitations, in which case management may have limited experience or knowledge of the market sector or region in which the transaction is contemplated. Moreover, interests in SPACs may be illiquid and/or be subject to restrictions on resale, which
    may remain for an extended time, and may only be traded in the over-the-counter market. If there is no market for interests in a SPAC, or only a thinly traded market for interests in a SPAC develops, the Fund may not be able to sell its interest in a
    SPAC, or may be able to sell its interest only at a price below what the Fund believes is the SPAC interest&#8217;s value.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-style: italic;">Warrants and Rights. </font>The Fund may invest in warrants or rights (including those acquired in units or attached to other
    securities) that entitle the holder to buy equity securities at a specific price for a specific period of time but will do so only if such equity securities are deemed appropriate by the Sub-Adviser for inclusion in the Fund&#8217;s portfolio.</div>
  <div style="font-family: 'Times New Roman'; text-indent: 36pt;"><font style="font-style: italic;">Consideration of Environmental, Social and Governance (&#8220;ESG&#8221;) Criteria.</font>The Sub-Adviser believes that Environmental, Social, Governance (&#8220;ESG&#8221;)
    criteria can meaningfully influence investment outcomes, and that careful analysis of ESG criteria is an important component in evaluating the risks associated with some of its investment strategies, and notably its fixed income strategies.&#160; For this
    reason, the consideration of ESG criteria is an important component of the Sub-Adviser&#8217;s investment philosophy and process.&#160; Evaluating ESG criteria may lead to actions, including steering capital away from or towards companies in consideration of
    their ESG characteristics.&#160; Consideration of ESG criteria could also include strategically seeking investment opportunities that generate long-term value, are sustainable in nature, or advance innovative solutions to achieve positive, scalable change
    for society and the environment.&#160; However, the Sub-Adviser also acknowledges that ESG criteria deserve careful ongoing consideration and evaluation, and as such it is committed to the further development of ESG criteria as well as the process and
    implementation of these criteria. As the Sub-Adviser works to further develop a fulsome sustainability policy including ESG, these elements can be more fully integrated into its investment policies and ultimately select client portfolios.</div>
  <div style="font-family: 'Times New Roman';"> <br>
  </div>
  <div style="font-family: 'Times New Roman'; text-indent: 36pt;">The development of these standards is evolving over time and requires consideration on how best to evaluate the consequences of the deployed capital to support not just the implementation of
    robust ESG standards but also to support, encourage, and assist with the transition to a more responsible outcome by those benefiting from capital investment.</div>
  <div style="font-family: 'Times New Roman';"> <br>
  </div>
  <div style="font-family: 'Times New Roman'; text-indent: 36pt;">In situations where the Sub-Adviser believes that ESG criteria may have a material impact on an investment&#8217;s return or issuer&#8217;s financial performance, within certain of its actively-managed
    fixed income strategies and across certain asset classes that it invests in on behalf of the Fund as its ESG criteria develops, it will seek to weigh these criteria alongside traditional factors in making investment decisions.&#160; ESG risk is treated in
    the Sub-Adviser&#8217;s process like other risks (e.g., financial, covenant, interest rate, and liquidity) in that it allows the Sub-Adviser to more comprehensively assess the credit quality of a given investment and weigh this against its return potential
    and long-term impact.&#160; The Sub-Adviser will seek to manage assets in a way that avoids mechanistic responses to individual ESG criteria in favor of more balanced assessments incorporating the full fundamental picture and relative value considerations
    including its impact on sustainability and society at large.&#160; In some circumstances applicable regulations can cause the Sub-Adviser to restrict specific investments based on particular ESG criteria.&#160; In certain circumstances in the future, the
    Sub-Adviser may implement restrictions or prohibitions on investments within certain industries which could be based on particular ESG criteria or other relevant factors.&#160; Those restrictions or prohibitions will be subject to change over time.&#160; As a
    result, the Fund may be limited as to available investments, which could hinder performance when compared to investments with no such restrictions.</div>
  <div style="font-family: 'Times New Roman';"> <br>
  </div>
  <div style="font-family: 'Times New Roman'; text-indent: 36pt;">The Sub-Adviser is a signatory to the United Nations backed Principles for Responsible Investment (&#8220;PRI&#8221;).&#160; The six PRI, are a voluntary and aspirational set of investment principles that
    offer a menu of possible actions for incorporating ESG issues into investment practice.&#160; The PRI were developed by an international group of institutional investors reflecting the increasing relevance of ESG issues to investment practices.&#160; In becoming
    a signatory to the PRI, the Sub-Adviser committed to adopt and implement them, where consistent with its fiduciary responsibilities to its clients.&#160; The PRI do not however require the application of specific ESG criteria or risk factors and neither the
    PRI or the Sub-Adviser&#8217;s ESG policies require the exclusion of a particular industry, issuer or asset type.&#160; However, the application of the PRI or the Sub-Adviser&#8217;s ESG policies may result in the exclusion of certain industries, issuers or asset
    types, which could have an adverse effect on performance.</div>
  <div style="font-family: 'Times New Roman';"> <br>
  </div>
  <div style="font-family: 'Times New Roman'; text-indent: 36pt;">Notwithstanding the above, the ability for the Sub-Adviser to identify and evaluate ESG factors and risks is limited to the availability and quality of information on an asset or issuer.&#160;
    The assessments of such ESG factors is also subjective by nature and subject to change.&#160; The Sub-Adviser may, and has changed over time and without notice its ESG assessment of an asset or issuer or the type of information that it uses.&#160; There is no
    guarantee that the ESG criteria utilized, or judgment exercised, by the Sub-Adviser will reflect the beliefs or values of any one particular investor or other constituent; nor, will it necessarily result in enhanced performance of any asset or any
    portfolio.&#160; In many cases, the Sub-Adviser may use data and insights from third-party research to provide additional input in the analysis of ESG-related criteria within the Fund&#8217;s portfolio holdings and the broader market, which information and data
    that may be incomplete, inaccurate or unavailable.&#160; As a result, there is a risk that the Sub-Adviser could incorrectly assess the ESG factors or risks associated with a particular asset or issuer.&#160; The application of ESG criteria and risk factors
    could result in one or more assets or issuers being excluded from the Fund&#8217;s portfolio, which could have an adverse effect on the performance of the portfolio.</div>
  <div style="font-family: 'Times New Roman';"> <br>
  </div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman'; font-weight: bold;">Derivative Instruments</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-style: italic;">Swaps. </font>Swap contracts may be purchased or sold to obtain investment exposure and/or to hedge against fluctuations in securities
    prices, currencies, interest rates or market conditions, to change the duration of the overall </div>
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  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';">portfolio or to mitigate default risk. In a standard &#8220;swap&#8221; transaction, two parties agree to exchange the returns (or differentials in rates of return) on different currencies, securities,
    baskets of currencies or securities, indices or other instruments, which returns are calculated with respect to a &#8220;notional value,&#8221; (<font style="font-style: italic;">i.e., </font>the designated reference amount of exposure to the underlying
    instruments). The Fund intends to enter into swaps primarily on a net basis with the Fund receiving or paying, as the case may be, only the net amount of the payments required under each swap with the counterparty. The Fund may use swaps for risk
    management purposes and as a speculative investment.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">The net amount of the excess, if any, of the Fund&#8217;s swap obligations over its entitlements will be maintained in a segregated account by the Fund&#8217;s custodian under
    current regulatory requirements. If the other party to a swap contract defaults, the Fund&#8217;s risk of loss will consist of the net amount of payments that the Fund is contractually entitled to receive. Under such circumstances, the Fund will have
    contractual remedies pursuant to the agreements related to the transaction. The Fund may enter into cleared and exchange-traded swaps (where applicable) and bilaterally-traded, OTC swaps.</div>
  <div style="margin-left: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';"><u>Interest rate swaps</u>. Interest rate swaps involve the exchange by the Fund with another party of respective commitments to pay or receive interest (<font style="font-style: italic;">e.g.</font>, an exchange of fixed rate payments for floating rate payments).</div>
  <div style="margin-left: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';"><u>Total return swaps</u>. Total return swaps are contracts in which one party agrees to make payments of the total return from the designated underlying asset(s), which
    may include securities, baskets of securities, or securities indices, during the specified period, in return for receiving payments equal to a fixed or floating rate of interest or the total return from the other designated underlying asset(s).</div>
  <div style="margin-left: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';"><u>Currency swaps</u>. Currency swaps involve the exchange of the two parties&#8217; respective commitments to pay or receive fluctuations with respect to a notional amount of
    two different currencies (<font style="font-style: italic;">e.g.</font>, an exchange of payments with respect to fluctuations in the value of the U.S. dollar relative to the Japanese yen).</div>
  <div style="margin-left: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';"><u>Credit default swaps</u>. The Fund may be either the buyer or seller in a credit default swap transaction. The &#8220;buyer&#8221; in a credit default contract is obligated to pay
    the &#8220;seller&#8221; a periodic stream of payments over the term of the contract provided that no specified credit event with respect to a reference issuer has occurred. When the Fund acts as a seller of a credit default swap agreement with respect to a debt
    security, it is subject to the risk that an adverse credit event may occur with respect to the issuer of the debt security and the Fund may be required to pay the buyer the full notional value of the debt security under the swap net of any amounts owed
    to the Fund by the buyer under the swap (such as the buyer&#8217;s obligation to deliver the debt security to the Fund). As a result, the Fund bears the entire risk of loss due to a decline in value of a referenced debt security on a credit default swap it
    has sold if there is a credit event with respect to the issuer of the security. If the Fund is a buyer of a credit default swap and no credit event occurs, the Fund may recover nothing if the swap is held through its termination date. However, if a
    credit event occurs, the buyer generally may elect to receive the full notional value of the swap in exchange for an equal face amount of deliverable obligations of the reference entity whose value may have significantly decreased.</div>
  <div style="text-indent: 72pt; margin-bottom: 6pt; font-family: 'Times New Roman';">Under current regulatory requirements, the Fund is required to cover its swap positions in a manner consistent with the 1940 Act or the rules and SEC interpretations
    thereunder in order to limit the risk associated with the use of leverage and other related risks. The Fund&#8217;s obligations under a swap agreement settled in cash or on a net basis (other than a credit default swaps for which the Fund is the seller)
    would be accrued daily (offset against any amounts owing to the Fund) and any accrued but unpaid net amounts owed to a swap counterparty would be covered by segregating assets determined to be liquid. Obligations under swap agreements so covered would
    not be viewed as raising &#8220;senior securities&#8221; issues for purposes of the Fund&#8217;s investment restriction concerning senior securities and, accordingly, would not treat them as subject to the Fund&#8217;s borrowing restrictions. For swaps that are not settled in
    cash or on a net basis, the Fund will earmark or segregate cash or liquid assets with a value at least equal to the full notional amount of the swaps (minus any amounts owed to the Fund) or enter into offsetting transactions. For swaps that are settled
    in cash on a net basis (other than a credit default swaps for which the Fund is the seller), the Fund may designate or segregate on its records cash or liquid assets equal to the Fund&#8217;s next daily marked-to-market net obligations under the swaps, if
    any, rather than the full notional amount. Such segregation will ensure that the Fund has assets available to satisfy its obligations with respect to the transaction and will limit any potential leveraging of the Fund&#8217;s portfolio. By earmarking or
    designating assets equal to only its net obligation under cash-settled swaps, the Fund will have the ability to employ leverage to a greater extent than if the </div>
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  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';">Fund were required to earmark or segregate assets equal to the full notional amount of such swaps. However, as described below, the SEC adopted a final rule related to the use of
    derivatives, reverse repurchase agreements and certain other transactions by registered investment companies that will rescind and withdraw the guidance of the SEC and its staff regarding asset segregation and coverage transactions reflected in the
    Fund&#8217;s asset segregation and cover practices discussed herein.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">The use of interest rate, total return, currency, credit default and other swaps is a highly specialized activity which involves investment techniques and risks different
    from those associated with ordinary portfolio securities transactions. If the Sub-Adviser is incorrect in its forecasts of market values, interest rates and other applicable factors, the investment performance of the Fund would be unfavorably affected.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-style: italic;">Credit-Linked Notes. </font>The Fund may invest in credit-linked notes (&#8220;CLN&#8221;) for risk management purposes, including diversification.
    A CLN may be viewed as a derivative instrument. It is a synthetic obligation between two or more parties where the payment of principal and/or interest is based on the performance of some obligation (a reference obligation). In addition to the credit
    risk of the reference obligations and interest rate risk, the buyer/seller of the CLN is subject to counterparty risk.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-style: italic;">Options. </font>The Fund may purchase or sell (<font style="font-style: italic;">i.e.</font>, write) options on securities and
    securities indices or on currencies, which options are listed on a national securities exchange or in the OTC market, as a means of achieving additional return or of hedging the value of the Fund&#8217;s portfolio.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">The Fund may purchase or write (sell) exchange traded and OTC options. Writing call options involves giving third parties the right to buy the underlying security or
    instrument from the Fund for a fixed price at a future date and writing put options involves giving third parties the right to sell the underlying security or instrument to the Fund for a fixed price at a future date. Buying an options contract gives
    the Fund the right to purchase the underlying security or instrument from third parties or gives the Fund the right to sell the underlying security or instrument to third parties for a fixed price at a future date. The number of call options the Fund
    can write is limited by the amount of Fund assets that can cover such options, and further limited by the fact that call options normally represent 100 share lots of the underlying common stock. In addition to options on individual securities, the Fund
    may buy and sell put and call options on currencies, baskets of securities or currencies, indices and other instruments. Options bought or sold by the Fund may be &#8220;cash settled,&#8221; meaning that the purchaser of the option has the right to receive a cash
    payment from the writer of the option to the extent that the value of the underlying position rises above (in the case of a call) or falls below (in the case of a put) the exercise price of the option. There can be no assurance that the Fund&#8217;s use of
    options will be successful.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">In the case of a call option written by the Fund on a common stock or other security, the option is &#8220;covered&#8221; if the Fund owns the security or instrument underlying the
    call or has an absolute and immediate right to acquire that security or instrument without additional cash consideration (or, if additional cash consideration is required, cash or other assets determined to be liquid by the Adviser (in accordance with
    procedures established by the board of trustees of the Fund (the &#8220;Board of Trustees&#8221; or the &#8220;Board&#8221;)) in such amount are segregated by the Fund&#8217;s custodian) upon conversion or exchange of other securities held by the Fund. A call option is also covered
    if the Fund holds a call on the same security as the call written where the exercise price of the call held is (i) equal to or less than the exercise price of the call written, or (ii) greater than the exercise price of the call written, provided the
    difference is maintained by the Fund in segregated assets determined to be liquid by the Adviser as described above. A put option written by the Fund on a security is &#8220;covered&#8221; if the Fund segregates assets determined to be liquid by the Adviser equal
    to the exercise price. A put option is also covered if the Fund holds a put on the same security as the put written where the exercise price of the put held is (i) equal to or greater than the exercise price of the put written, or (ii) less than the
    exercise price of the put written, provided the difference is maintained by the Fund in segregated assets determined to be liquid by the Adviser as described above.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">If the Fund has written an option, it may terminate its obligation by effecting a closing purchase transaction. This is accomplished by purchasing an option of the same
    series as the option previously written. However, once the Fund has been assigned an exercise notice, the Fund will be unable to effect a closing purchase transaction. Similarly, if the Fund is the holder of an option it may liquidate its position by
    effecting a closing sale transaction. This is accomplished by selling an option of the same series as the option previously purchased. There can be no assurance that either a closing purchase or sale transaction can be effected when the Fund so
    desires.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">To the extent that the Fund writes covered call options, the Fund forgoes, during the option&#8217;s life, the opportunity to profit from increases in the market value of the
    security or instrument covering the call option above the sum of the premium and the strike price of the call but has retained the risk of loss should the price of the</div>
  <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
    <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-family: 'Times New Roman'; font-weight: normal; font-style: normal;">10</font></div>
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  </div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';"> underlying security or instrument decline. The writer of an option has no control over the time when it may be required to fulfill its obligation as a writer of the option. Once an option
    writer has received an exercise notice, it cannot effect a closing purchase transaction in order to terminate its obligation under the option and must deliver the underlying security or instrument at the exercise price. Thus, the use of options may
    require the Fund to sell portfolio securities at inopportune times or for prices other than current market values, may limit the amount of appreciation the Fund can realize on an investment or may cause the Fund to hold a security that it might
    otherwise sell.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">The Fund will not write &#8220;naked&#8221; or uncovered call options. Furthermore, the Fund&#8217;s options transactions will be subject to limitations established by each of the
    exchanges, boards of trade or other trading facilities on which such options are traded (if exchange-traded). These limitations govern the maximum number of options in each class which may be written or purchased by a single investor or group of
    investors acting in concert, regardless of whether the options are written or purchased on the same or different exchanges, boards of trade or other trading facilities or are held or written in one or more accounts or through one or more brokers. Thus,
    the number of options which the Fund may write or purchase may be affected by options written or purchased by other investment advisory clients of the Investment Adviser. An exchange, board of trade or other trading facility may order the liquidation
    of positions found to be in excess of these limits, and it may impose certain other sanctions.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">To the extent that the Fund writes covered put options, the Fund will bear the risk of loss if the value of the underlying stock declines below the exercise price. If the
    option is exercised, the Fund could incur a loss if it is required to purchase the stock underlying the put option at a price greater than the market price of the stock at the time of exercise. While the Fund&#8217;s potential gain in writing a covered put
    option is limited to the interest earned on the liquid assets securing the put option plus the premium received from the purchaser of the put option, the Fund risks a loss equal to the entire value of the stock.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">The Fund will realize a profit from a closing transaction if the price of the transaction is less than the premium received from writing the option or is more than the
    premium paid to purchase the option; the Fund will realize a loss from a closing transaction if the price of the transaction is more than the premium received from writing the option or is less than the premium paid to purchase the option. Since call
    option prices generally reflect increases in the price of the underlying security or currency, any loss resulting from the repurchase of a call option may also be wholly or partially offset by unrealized appreciation of the underlying security or
    currency. Other principal factors affecting the market value of a put or a call option include supply and demand, interest rates, the current market price and price volatility of the underlying security or currency and the time remaining until the
    expiration date. Gains and losses on investments in options depend, in part, on the ability of the Investment Adviser to correctly predict the effect of these factors. The use of options cannot serve as a complete hedge since the price movement of
    securities underlying the options will not necessarily follow the price movements of the portfolio securities subject to the hedge.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">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.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">There can be no assurance that a liquid market will exist when the Fund seeks to close out an option position. Reasons for the absence of a liquid secondary market on an
    exchange include the following: (i) there may be insufficient trading interest in certain options; (ii) restrictions may be imposed by an exchange on opening transactions or closing transactions or both; (iii) trading halts, suspensions or other
    restrictions may be imposed with respect to particular classes or series of options; (iv) unusual or unforeseen circumstances may interrupt normal operations on an exchange; (v) the facilities of an exchange or the Options Clearing Corporation (the
    &#8220;OCC&#8221;) may not at all times be adequate to handle current trading volume; or (vi) one or more exchanges could, for economic or other reasons, decide or be compelled at some future date to discontinue the trading of options (or a particular class or
    series of options). If trading were discontinued, the secondary market on that exchange (or in that class or series of options) would cease to exist. However, outstanding options on that exchange that had been issued by the OCC as a result of trades on
    that exchange would continue to be exercisable in accordance with their terms. The Fund&#8217;s ability to terminate OTC options is more limited than with exchange-traded options and may involve the risk that broker-dealers participating in such transactions
    will not fulfill their obligations. If the Fund were unable to close out a covered call option that it had written on a security, it would not be able to sell the underlying security unless the option expired without exercise.</div>
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  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">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&#8217; expiration.
    Additionally, the exercise price of an option may be adjusted downward before the option&#8217;s expiration as a result of the occurrence of certain corporate events affecting the underlying equity security, such as extraordinary dividends, stock splits,
    merger or other extraordinary distributions or events. A reduction in the exercise price of an option would reduce the Fund&#8217;s capital appreciation potential on the underlying security.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">To the extent that the Fund purchases options, the Fund will be subject to the following additional risks. If a put or call option purchased by the Fund is not sold when
    it has remaining value, and if the market price of the underlying security remains equal to or greater than the exercise price (in the case of a put) or remains less than or equal to the exercise price (in the case of a call), the Fund will lose its
    entire investment in the option. Also, where a put or call option on a particular security is purchased to hedge against price movements in a related security, the price of the put or call option may move more or less than the price of the related
    security. If restrictions on exercise were imposed, the Fund might be unable to exercise an option it had purchased. If the Fund were unable to close out an option that it had purchased on a security, it would have to exercise the option in order to
    realize any profit or the option may expire worthless.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">An option position may be closed out only on an exchange that provides a secondary market for an option of the same series or in a private transaction. Although the Fund
    will generally purchase or write only those options for which there appears to be an active secondary market, there is no assurance that a liquid secondary market on an exchange will exist for any particular option. In such event it might not be
    possible to effect closing transactions in particular options, so that the Fund would have to exercise its options in order to realize any profit and would incur brokerage commissions upon the exercise of call options and upon the subsequent
    disposition of underlying securities for the exercise of put options. If the Fund, as a covered call option writer, is unable to effect a closing purchase transaction in a secondary market, it will not be able to sell the underlying security until the
    option expires or it delivers the underlying security upon exercise or otherwise covers the position.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-style: italic;">Options on Securities Indices. </font>The Fund may purchase and sell options on securities indices. One effect of such transactions may
    be to hedge all or part of the Fund&#8217;s securities holdings against a general decline in the securities market or a segment of the securities market. Options on securities indices are similar to options on stocks except that, rather than the right to
    take or make delivery of stock at a specified price, an option on a securities index gives the holder the right to receive, upon exercise of the option, an amount of cash if the closing level of the securities index upon which the option is based is
    greater than, in the case of a call, or less than, in the case of a put, the exercise price of the option. All options written on securities indices must be covered. Often, when the Fund writes an option on a securities index, it will earmark or
    segregate cash or liquid securities in an amount at least equal to the market value of the option and will maintain the account while the option is open or will otherwise cover the transaction.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">The Fund&#8217;s successful use of options on indices depends upon its ability to predict the direction of the market and is subject to various additional risks. The
    correlation between movements in the index and the price of the securities being hedged against is imperfect and the risk from imperfect correlation increases as the composition of the Fund diverges from the composition of the relevant index.
    Accordingly, a decrease in the value of the securities being hedged against may not be wholly offset by a gain on the exercise or sale of a securities index put option held by the Fund.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-style: italic;">Futures Contracts and Options on Futures. </font>The Fund may, without limit, enter into futures contracts or options on futures
    contracts. It is anticipated that these investments, if any, will be made by the Fund primarily for the purpose of hedging against changes in the value of its portfolio securities and in the value of securities it intends to purchase. Such investments
    will only be made if they are economically appropriate to the reduction of risks involved in the management of the Fund. In this regard, the Fund may enter into futures contracts or options on futures for the purchase or sale of securities indices or
    other financial instruments including but not limited to U.S. government securities.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">A &#8220;sale&#8221; of a futures contract (or a &#8220;short&#8221; futures position) means the assumption of a contractual obligation to deliver the instrument underlying the contract at a
    specified price at a specified future time. A </div>
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  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';">&#8220;purchase&#8221; of a futures contract (or a &#8220;long&#8221; futures position) means the assumption of a contractual obligation to acquire the instrument underlying the contract at a specified price at a
    specified future time. Certain futures contracts, including stock and bond index futures, are settled on a net cash payment basis rather than by the sale and delivery of the instrument underlying the futures contracts.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">No consideration will be paid or received by the Fund upon the purchase or sale of a futures contract. Initially, the Fund will be required to deposit with the broker an
    amount of cash or cash equivalents equal to approximately 1% to 10% of the contract amount (this amount is subject to change by the exchange or board of trade on which the contract is traded and brokers or members of such board of trade may charge a
    higher amount). This amount is known as the &#8220;initial margin&#8221; and is in the nature of a performance bond or good faith deposit on the contract. Subsequent payments, known as &#8220;variation margin,&#8221; to and from the broker will be made daily as the price of
    the instrument underlying the futures contract fluctuates. At any time prior to the expiration of the futures contract, the Fund may elect to close the position by taking an opposite position, which will operate to terminate its existing position in
    the contract.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">An option on a futures contract gives the purchaser the right, in return for the premium paid, to assume a position in a futures contract at a specified exercise price at
    a specified time or times prior to the expiration of the option. Upon exercise of an option, the delivery of the futures position by the writer of the option to the holder of the option will be accompanied by delivery of the accumulated balance in the
    writer&#8217;s futures margin account attributable to that contract, which represents the amount by which the market price of the futures contract exceeds, in the case of a call, or is less than, in the case of a put, the exercise price of the option on the
    futures contract. The potential loss related to the purchase of an option on futures contracts is limited to the premium paid for the option (plus transaction costs). Because the value of the option purchased is fixed at the point of sale, there are no
    daily cash payments by the purchaser to reflect changes in the value of the underlying contract; however, the value of the option does change daily and that change would be reflected in the net assets of the Fund.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">Futures and options on futures contracts entail certain risks, including but not limited to the following: no assurance that futures contracts or options on futures
    contracts can be offset at favorable prices, possible reduction of the yield of the Fund due to the use of hedging, possible reduction in value of both the securities hedged and the hedging instrument, possible lack of liquidity due to daily limits on
    price fluctuations, imperfect correlation between the contracts and the securities being hedged, losses from investing in futures transactions that are potentially unlimited and the segregation requirements described below.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">In the event the Fund sells a put option on a futures contract or enters into long futures contracts, under current interpretations of regulatory requirements, an amount
    of cash or liquid securities equal to the market value of the contract must be deposited and maintained in a segregated account with the custodian of the Fund to collateralize the positions, in order for the Fund to avoid being treated as having issued
    a senior security in the amount of its obligations. For short positions in futures contracts and sales of call options on futures contracts, the Fund may establish a segregated account (not with a futures commission merchant or broker) with cash or
    liquid securities that, when added to amounts deposited with a futures commission merchant or a broker as margin, equal the market value of the instruments underlying the futures contracts or call options on futures contracts, respectively (but are no
    less than the price of the call option or the market price at which the short positions were established).</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">The purchase of a call option on a futures contract is similar in some respects to the purchase of a call option on an individual security. Depending on the pricing of
    the option compared to either the price of the futures contract upon which it is based or the price of the underlying instrument, it may or may not be less risky than ownership of the futures contract or underlying instrument. As with the purchase of
    futures contracts, when the Fund is not fully invested it may purchase a call option on a futures contract to hedge against a market advance due to declining interest rates.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">The purchase of a put option on a futures contract is similar to the purchase of protective put options on portfolio securities. The Fund may purchase a put option on a
    futures contract to hedge the Fund&#8217;s portfolio against the risk of rising interest rates and consequent reduction in the value of portfolio securities.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">The Fund&#8217;s ability to establish and close out positions in futures contracts and options thereon will be subject to the development and maintenance of liquid markets.
    Although the Fund generally will purchase or sell only those futures contracts and options thereon for which there appears to be a liquid market, there is no assurance that a liquid market on an exchange will exist for any particular futures contract
    or option thereon at any particular time. In the event no liquid market exists for a particular futures contract or option thereon in which the Fund </div>
  <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
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  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';">maintains a position, it will not be possible to effect a closing transaction in that contract or to do so at a satisfactory price, and the Fund would either have to make or take delivery
    under the futures contract or, in the case of a written option, wait to sell the underlying securities until the option expires or is exercised or, in the case of a purchased option, exercise the option. In the case of a futures contract or an option
    thereon that the Fund has written and that the Fund is unable to close, the Fund would be required to maintain margin deposits on the futures contract or option thereon and to make variation margin payments until the contract is closed.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">When the Fund purchases or sells a futures contract, or sells an option thereon, the Fund is required to &#8220;cover&#8221; its position in order to limit the risk associated with
    the use of leverage and other related risks under current regulatory requirements. To cover its position, the Fund may earmark or segregate cash or liquid securities that, when added to any amounts deposited with a futures commission merchant as
    initial margin, are equal to the market value of the futures contract or otherwise &#8220;cover&#8221; its position in a manner consistent with the 1940 Act or the rules and SEC interpretations thereunder. If the Fund continues to engage in the described
    securities trading practices and properly earmarks or segregates assets, the assets will function as a practical limit on the amount of leverage which the Fund may undertake and on the potential increase in the speculative character of the Fund. Such
    practices are intended to assure the availability of adequate funds to meet the obligations of the Fund arising from such investment activities, although there is no guarantee that they will function as intended.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">With respect to futures contracts that are not contractually required to &#8220;cash-settle,&#8221; the Fund usually must cover its open positions by earmarking or segregating on its
    records cash or liquid assets equal to the contract&#8217;s notional value. For futures contracts that are &#8220;cash-settled,&#8221; however, the Fund is permitted to earmark or segregate cash or liquid assets in an amount equal to the Fund&#8217;s next daily
    marked-to-market (net) obligation, if any (i.e., the Fund&#8217;s daily net liability) rather than the notional value. By earmarking or designating assets equal to only its net obligation under cash-settled futures, the Fund will have the ability to employ
    leverage to a greater extent than if the Fund were required to earmark or segregate assets equal to the full notional value of such contracts.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">Among other ways, the Fund may also cover its long position in a futures contract by purchasing a put option on the same futures contract with a strike price (i.e., an
    exercise price) as high as or higher than the price of the futures contract. In the alternative, if the strike price of the put is less than the price of the futures contract, the Fund will also earmark or segregate cash or liquid securities equal in
    value to the difference between the strike price of the put and the price of the futures contract and that can be exercised on any date or that has the same exercise date as the expiration date of the futures contract. The Fund may also cover its long
    position in a futures contract by taking a short position in the instruments underlying the futures contract (or, in the case of an index futures contract, a portfolio with a volatility substantially similar to that of the index on which the futures
    contract is based). The Fund may cover its short position in a futures contract by taking a long position in the instruments underlying the futures contract. Among other ways, the Fund may cover its sale of a call option on a futures contract by taking
    a long position in the underlying futures contract at a price less than or equal to the strike price of the call option. In the alternative, if the long position in the underlying futures contract is established at a price greater than the strike price
    of the written (sold) call, the Fund will earmark or segregate cash or liquid securities equal in value to the difference between the strike price of the call and the price of the futures contract. The Fund may cover its sale of a put option on a
    futures contract by taking a short position in the underlying futures contract at a price greater than or equal to the strike price of the put option, or, if the short position in the underlying futures contract is established at a price less than the
    strike price of the written put, the Fund will earmark or segregate cash or liquid securities equal in value to the difference between the strike price of the put and the price of the futures contract.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">However, as described below, the SEC adopted a final rule related to the use of derivatives, reverse repurchase agreements and certain other transactions by registered
    investment companies that will rescind and withdraw the guidance of the SEC and its staff regarding asset segregation and coverage transactions reflected in the Fund&#8217;s asset segregation and cover practices discussed herein.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">Successful use of futures contracts and options thereon by the Fund is subject to the ability of the Investment Adviser to correctly predict movements in the direction of
    interest rates. If the Investment Adviser&#8217;s expectations are not met, the Fund will be in a worse position than if a hedging strategy had not been pursued. For example, if the Fund has hedged against the possibility of an increase in interest rates
    that would adversely affect the price of securities in its portfolio and the price of such securities increases instead, the Fund will lose part or all of the benefit of the increased value of its securities because it will have offsetting losses in
    its futures positions. In addition, in such situations, if the Fund has insufficient cash to meet daily variation margin requirements, it may </div>
  <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
    <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-family: 'Times New Roman'; font-weight: normal; font-style: normal;">14</font></div>
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  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';">have to sell securities to meet the requirements. These sales may be, but will not necessarily be, at increased prices which reflect the rising market. The Fund may have to sell securities
    at a time when it is disadvantageous to do so, which may result in losses to the Fund.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-style: italic;">Interest Rate Futures Contracts and Options Thereon. </font>The Fund may purchase or sell interest rate futures contracts to take
    advantage of or to protect the Fund against fluctuations in interest rates affecting the value of securities that the Fund holds or intends to acquire. For example, if interest rates are expected to increase, the Fund might sell futures contracts on
    securities, the values of which historically have a high degree of positive correlation to the values of the Fund&#8217;s portfolio securities. Such a sale would have an effect similar to selling an equivalent value of the Fund&#8217;s portfolio securities. If
    interest rates increase, the value of the Fund&#8217;s portfolio securities will decline, but the value of the futures contracts to the Fund will increase at approximately an equivalent rate thereby keeping the NAV of the Fund from declining as much as it
    otherwise would have. The Fund could accomplish similar results by selling securities with longer maturities and investing in securities with shorter maturities when interest rates are expected to increase. However, since the futures market may be more
    liquid than the cash market, the use of futures contracts as a risk management technique allows the Fund to maintain a defensive position without having to sell its portfolio securities.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">Similarly, the Fund may purchase interest rate futures contracts when it is expected that interest rates may decline. The purchase of futures contracts for this purpose
    constitutes a hedge against increases in the price of securities (caused by declining interest rates) that the Fund intends to acquire. Since fluctuations in the value of appropriately selected futures contracts should approximate that of the
    securities that will be purchased, the Fund can take advantage of the anticipated rise in the cost of the securities without actually buying them. Subsequently, the Fund can make its intended purchase of the securities in the cash market and
    concurrently liquidate its futures position.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-style: italic;">Securities Index Futures Contracts and Options Thereon. </font>Purchases or sales of securities index futures contracts are used for
    hedging purposes to attempt to protect the Fund&#8217;s current or intended investments from broad fluctuations in stock or bond prices. For example, the Fund may sell securities index futures contracts in anticipation of or during a market decline to
    attempt to offset the decrease in market value of the Fund&#8217;s securities portfolio that might otherwise result. If such decline occurs, the loss in value of portfolio securities may be offset, in whole or part, by gains on the futures position. When the
    Fund is not fully invested in the securities market and anticipates a significant market advance, it may purchase securities index futures contracts in order to gain rapid market exposure that may, in part or entirely, offset increases in the cost of
    securities that the Fund intends to purchase. As such purchases are made, the corresponding positions in securities index futures contracts will be closed out. The Fund may write put and call options on securities index futures contracts for hedging
    purposes.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-style: italic;">Additional Risks of Foreign Options, Futures Contracts and Options on Futures Contracts and Forward Contracts. </font>Options, futures
    contracts and options thereon and forward contracts on securities may be traded on foreign exchanges. Such transactions may not be regulated as effectively as similar transactions in the United States, may not involve a clearing mechanism and related
    guarantees, and are subject to the risk of governmental actions affecting trading in, or the prices of, foreign securities. The value of such positions also could be adversely affected by (i) other complex foreign political, legal and economic factors,
    (ii) lesser availability than in the United States of data on which to make trading decisions, (iii) delays in the Fund&#8217;s ability to act upon economic events occurring in the foreign markets during non-business hours in the United States, (iv) the
    imposition of different exercise and settlement terms and procedures and margin requirements than in the United States and (v) lesser trading volume.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">Exchanges on which options, futures and options on futures are traded may impose limits on the positions that the Fund may take in certain circumstances.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-style: italic;">Legislation and Regulation Risk Related to Derivative Instruments. </font>The laws and regulations that apply to derivatives (e.g.,
    swaps, futures, etc.) and persons who use them (including the Fund, the Investment Adviser, Sub-Adviser and others) are rapidly changing in the U.S. and abroad. As a result, restrictions and additional regulations may be imposed on these parties,
    trading restrictions may be adopted and additional trading costs are possible. The impact of these changes on the Fund and its investment strategies is not yet fully ascertainable.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">In particular, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the &#8220;Dodd-Frank Act&#8221;), was signed into law in July 2010. Title VII of the Dodd-Frank Act
    sets forth a new legislative framework for over-the-counter (&#8220;OTC&#8221;) derivatives, including financial instruments, such as swaps, in which the Fund may invest. Title VII of the Dodd-Frank Act makes broad changes to the OTC derivatives market, grants
    significant new authority to the CFTC, the SEC and other regulators to regulate OTC derivatives (&#8220;swaps&#8221; and &#8220;security-based swaps&#8221;) and </div>
  <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
    <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-family: 'Times New Roman'; font-weight: normal; font-style: normal;">15</font></div>
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  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';">market participants, and requires clearing and exchange trading of many OTC derivatives transactions. At present, most interest rate swaps and credit default index swaps are subject to
    mandatory clearing in the U.S. Additionally, the Fund is typically required to post, and collect, variation margin on OTC derivatives subject to uncleared margin regulations under the Title VII regime.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">Provisions in the Dodd-Frank Act also include new capital and margin requirements and the mandatory use of clearinghouse mechanisms for any exchange trading of many OTC
    derivative transactions. The CFTC, SEC and other federal regulators have been tasked with developing the rules and regulations enacting the provisions of the Dodd-Frank Act. Because there is a prescribed phase-in period during which most of the
    mandated rulemaking and regulations are being implemented, it is not possible at this time to gauge the final nature and scope of the impact of the Dodd-Frank Act on the Fund. However, swap dealers, major market participants and swap counterparties are
    experiencing additional regulations, requirements, compliance burdens and associated costs, certain of which may be passed on to counterparties, such as the Fund. The Fund may also be required to comply indirectly with equivalent European regulation,
    the European Market Infrastructure Regulation (&#8220;EMIR&#8221;), to the extent that it executes derivative transactions with counterparties subject to such regulation. EMIR establishes certain requirements for OTC derivatives contracts, including mandatory
    clearing obligations, bilateral risk management requirements and reporting requirements. Although it is not yet possible to predict the final impact, if any, of EMIR on the Fund and its investment strategies the Fund may experience additional expense
    passed on by counterparties.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">The CFTC and various exchanges have rules limiting the maximum net long or short positions which any person or group may own, hold or control in any given futures
    contract or option on such futures contract. The Adviser must consider the effect of these limits in managing the Fund. In addition, the CFTC in October 2020 adopted amendments to its position limits rules that establish certain new and amended
    position limits for 25 specified physical commodity futures and related options contracts traded on exchanges, other futures contracts and related options directly or indirectly linked to such 25 specified contracts, and any OTC transactions that are
    economically equivalent to the 25 specified contracts. The Adviser will need to consider whether the exposure created under these contracts might exceed the new and amended limits, as relevant to the Fund&#8217;s strategy, in anticipation of the applicable
    compliance dates, and the limits may constrain the ability of the Fund to use such contracts.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">In October 2020, the SEC adopted a final rule related to the use of derivatives, reverse repurchase agreements and certain other transactions by registered investment
    companies that will rescind and withdraw the guidance of the SEC and its staff regarding asset segregation and cover transactions reflected in the Fund&#8217;s asset segregation and cover practices discussed herein. The final rule requires the Fund to trade
    derivatives and other transactions that create future payment or delivery obligations (except reverse repurchase agreements and similar financing transactions) subject to VaR leverage limits and derivatives risk management program and reporting
    requirements. Generally, these requirements apply unless a fund satisfies a &#8220;limited derivatives users&#8221; exception that is included in the final rule. Under the final rule, when the Fund trades reverse repurchase agreements or similar financing
    transactions, including certain tender option bonds, it needs to aggregate the amount of indebtedness associated with the reverse repurchase agreements or similar financing transactions with the aggregate amount of any other senior securities
    representing indebtedness when calculating the fund&#8217;s asset coverage ratio or treat all such transactions as derivatives transactions. Reverse repurchase agreements or similar financing transactions aggregated with other indebtedness do not need to be
    included in the calculation of whether a fund satisfies the limited derivatives users exception, but for funds subject to the VaR testing requirement, reverse repurchase agreements and similar financing transactions must be included for purposes of
    such testing whether treated as derivatives transactions or not. The SEC also provided guidance in connection with the new rule regarding the use of securities lending collateral that may limit the Fund&#8217;s securities lending activities. Compliance with
    these new requirements will be required after an eighteen-month transition period. Following the compliance date, these requirements may limit the ability of the Fund to use derivatives and reverse repurchase agreements and similar financing
    transactions as part of its investment strategies. These requirements may increase the cost of the Fund&#8217;s investments and cost of doing business, which could adversely affect investors.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">These and other regulatory changes may negatively impact the Fund&#8217;s ability to meet its investment objective either through limits or requirements imposed on it or upon
    its counterparties. Regulatory requirements, even if not directly applicable to the Fund, including capital requirements, changes to the CFTC speculative position limits regime and mandatory clearing, exchange trading and margin requirements may
    increase the cost of the Fund&#8217;s investments and cost of doing business, which could adversely affect investors.</div>
  <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
    <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-family: 'Times New Roman'; font-weight: normal; font-style: normal;">16</font></div>
    <div id="DSPFPageBreak" style="page-break-after: always;">
      <hr noshade="noshade" style="border-width: 0px; clear: both; margin: 4px 0px; width: 100%; height: 2px; color: #000000; background-color: #000000;"></div>
  </div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">The Investment Adviser has filed with the National Futures Association a notice of eligibility claiming an exclusion from the definition of &#8220;commodity pool operator&#8221;
    (&#8220;CPO&#8221;) under CFTC Rule 4.5 under the Commodity Exchange Act, as amended (the &#8220;CEA&#8221;), with respect to the Fund&#8217;s operation. Accordingly, the Fund and the Investment Adviser with respect to the Fund are not subject to registration or regulation as a
    commodity pool or CPO. Changes to the Fund&#8217;s investment strategies or investments may cause the Fund to lose the benefits of the exclusion under CFTC Rule 4.5 under the CEA and may trigger additional CFTC regulation as a commodity pool or CPO. If the
    Fund becomes subject to CFTC regulation, the Fund or the Investment Adviser may incur additional expenses.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman'; font-weight: bold;">Loans of Portfolio Securities</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">Consistent with applicable regulatory requirements and the Fund&#8217;s investment restrictions, the Fund may lend its portfolio securities to securities broker-dealers or
    financial institutions, provided that such loans are callable at any time by the Fund (subject to notice provisions described below), and are at all times secured by cash or cash equivalents, which are maintained in a segregated account pursuant to
    applicable regulations and that are at least equal to the market value, determined daily, of the loaned securities. The advantage of such loans is that the Fund continues to receive the income on the loaned securities while at the same time earns
    interest on the cash amounts deposited as collateral, which will be invested in short-term obligations. The Fund will not lend its portfolio securities if such loans are not permitted by the laws or regulations of any state in which its shares are
    qualified for sale. The Fund&#8217;s loans of portfolio securities will be collateralized in accordance with applicable regulatory requirements and no loan will cause the value of all loaned securities to exceed 33% of the value of the Fund&#8217;s total assets.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">A loan may generally be terminated by the borrower on one business day notice, or by the Fund on five business days&#8217; notice. If the borrower fails to deliver the loaned
    securities within five days after receipt of notice, the Fund could use the collateral to replace the securities while holding the borrower liable for any excess of replacement cost over collateral. As with any extensions of credit, there are risks of
    delay in recovery and in some cases even loss of rights in the collateral should the borrower of the securities fail financially. However, these loans of portfolio securities will only be made to firms deemed by the Fund&#8217;s management to be creditworthy
    and when the income that can be earned from such loans justifies the attendant risks. The Board of Trustees will oversee the creditworthiness of the contracting parties on an ongoing basis. Upon termination of the loan, the borrower is required to
    return the securities to the Fund. Any gain or loss in the market price during the loan period would inure to the Fund. The risks associated with loans of portfolio securities are substantially similar to those associated with repurchase agreements.
    Thus, if the counterparty to the loan petitions for bankruptcy or becomes subject to the United States Bankruptcy Code, the law regarding the rights of the Fund is unsettled. As a result, under extreme circumstances, there may be a restriction on the
    Fund&#8217;s ability to sell the collateral, and the Fund would suffer a loss. When voting or consent rights that accompany loaned securities pass to the borrower, the Fund will follow the policy of calling the loaned securities, to be delivered within one
    day after notice, to permit the exercise of such rights if the matters involved would have a material effect on the Fund&#8217;s investment in such loaned securities. The Fund will pay reasonable finder&#8217;s, administrative and custodial fees in connection with
    a loan of its securities.</div>
  <div style="text-align: center; margin-bottom: 6pt; font-family: 'Times New Roman'; font-weight: bold;">INVESTMENT RESTRICTIONS</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">The Fund operates under the following restrictions that constitute fundamental policies that, except as otherwise noted, cannot be changed without the affirmative vote of
    the holders of a majority of the outstanding voting securities of the Fund voting together as a single class, which is defined by the 1940 Act as the lesser of (i) 67% or more of the Fund&#8217;s voting securities present at a meeting, if the holders of more
    than 50% of the Fund&#8217;s outstanding voting securities are present or represented by proxy; or (ii) more than 50% of the Fund&#8217;s outstanding voting securities. Except as otherwise noted, all percentage limitations set forth below apply immediately after a
    purchase or initial investment and any subsequent change in any applicable percentage resulting from market fluctuations does not require any action. The fundamental policies of the Fund are:</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">1. The Fund may issue senior securities to the extent permitted under the 1940 Act and other applicable laws, rules and regulations, as interpreted, modified, or applied
    by regulatory authority having jurisdiction from time to time.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">2. The Fund may not act as an underwriter of securities issued by others, except to the extent it could be considered an underwriter in the acquisition and disposition of
    restricted securities.</div>
  <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
    <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-family: 'Times New Roman'; font-weight: normal; font-style: normal;">17</font></div>
    <div id="DSPFPageBreak" style="page-break-after: always;">
      <hr noshade="noshade" style="border-width: 0px; clear: both; margin: 4px 0px; width: 100%; height: 2px; color: #000000; background-color: #000000;"></div>
  </div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">3. The Fund may not &#8220;concentrate&#8221; its investments in a particular industry, except to the extent permitted under the 1940 Act and other applicable laws, rules and
    regulations, as interpreted, modified, or applied by regulatory authority having jurisdiction from time to time.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">4. The Fund may purchase real estate or any interest therein (such as securities or instruments backed by or related to real estate) to the extent permitted under the
    1940 Act and other applicable laws, rules and regulations, as interpreted, modified, or applied by regulatory authority having jurisdiction from time to time.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">5. The Fund may purchase or sell commodities, including physical commodities, or contracts, instruments and interests relating to commodities to the extent permitted
    under the 1940 Act and other applicable laws, rules and regulations, as interpreted, modified, or applied by regulatory authority having jurisdiction from time to time.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">6. The Fund may make loans to the extent permitted under the 1940 Act and other applicable laws, rules and regulations, as interpreted, modified, or applied by regulatory
    authority having jurisdiction from time to time.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">7. The Fund may borrow money to the extent permitted under the 1940 Act and other applicable laws, rules and regulations, as interpreted, modified, or applied by
    regulatory authority having jurisdiction from time to time.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">The Fund is a diversified, closed-end management investment company. </div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">A &#8220;diversified company&#8221; is currently defined under the 1940 Act as a company which meets the following requirements: at least 75 percent of the value of its total assets
    is represented by cash and cash items (including receivables), government securities, securities of other investment companies, and other securities for the purposes of this calculation limited in respect of any one issuer to an amount not greater in
    value than 5 percent of the value of the total assets of such company and to not more than 10 percent of the outstanding voting securities of such issuer. For these purposes, each governmental subdivision, i.e., state, territory, possession of the
    United States or any political subdivision of any of the foregoing, including agencies, authorities, instrumentalities, or similar entities, or of the District of Columbia shall be considered a separate issuer if its assets and revenues are separate
    from those of the governmental body creating it and the security is backed only by its own assets and revenues. For these purposes, the Fund generally will consider the borrower of a syndicated bank loan to be the issuer of the syndicated bank loan but
    may under unusual circumstances also consider the lender or person inter-positioned between the lender and the Fund to be the issuer of a syndicated bank loan. In making such a determination, the Fund will consider all relevant factors, including the
    following: the terms of the loan agreement and other relevant agreements (including inter-creditor agreements and any agreements between such person and the Fund&#8217;s custodian); the credit quality of such lender or inter-positioned person; general
    economic conditions applicable to such lender or inter-positioned person; and other factors relating to the degree of credit risk, if any, of such lender or inter-positioned person incurred by the Fund.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">For purposes of applying the limitation set forth in subparagraph (3) above to securities that have a security interest or other collateral claim on specified underlying
    collateral (such as asset-backed securities, mortgage-backed securities and collateralized debt and loan obligations) the Fund will determine the industry classifications of such investments based on the Sub-Adviser&#8217;s evaluation of the risks associated
    with the collateral underlying such investments.</div>
  <div style="text-align: center; margin-bottom: 6pt; font-family: 'Times New Roman'; font-weight: bold;">MANAGEMENT OF THE FUND</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman'; font-weight: bold;">Board of Trustees</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">Oversight of the management and affairs of the Fund, including general supervision of the duties performed by the Adviser and Sub-Adviser under the Advisory Agreement and
    Sub-Advisory Agreement, respectively, is the responsibility of the Board. Among other things, the Board considers the approval of contracts, described herein, under which certain companies provide essential management and administrative services to the
    Fund. Once the contracts are approved, the Board monitors the level and quality of services. Annually, the Board evaluates the services received under the contracts by receiving reports covering, among other things, investment performance,
    administrative services, competitiveness of fees and the Adviser&#8217;s profitability.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">The Board currently has 7 Trustees, 6 of whom have no affiliation or business connection with the Adviser or any of its affiliated persons. Each such Trustee (other than
    as noted below) does not own, nor do any of his or her immediate family members own, any stock or other securities issued by the Adviser, a principal underwriter of the Fund or a person (other than a registered investment company, if applicable)
    directly or indirectly controlling, controlled by, or under common control with the Adviser or principal underwriter as of December 31, 2020. Also, each such Trustee is not an &#8220;interested person&#8221; (as defined in Section 2(a) (19) of the 1940 Act) of the
    Fund (each, an &#8220;Independent Trustee&#8221; </div>
  <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
    <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-family: 'Times New Roman'; font-weight: normal; font-style: normal;">18</font></div>
    <div id="DSPFPageBreak" style="page-break-after: always;">
      <hr noshade="noshade" style="border-width: 0px; clear: both; margin: 4px 0px; width: 100%; height: 2px; color: #000000; background-color: #000000;"></div>
  </div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';">and, collectively, the &#8220;Independent Trustees&#8221;). Ms. Amy J. Lee is an &#8220;interested person&#8221; (as defined in Section 2(a)(19) of the 1940 Act) of the Fund (an &#8220;Interested Trustee&#8221;), because of
    her position with parent of the Adviser. Mr. Ronald A. Nyberg is currently deemed an Interested Trustee because of his beneficial ownership of securities issued by one of the Fund&#8217;s principal underwriters.<br>
  </div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">The Trustees are divided into three classes. Each Trustee elected holds office until his or her successor shall have been elected and shall have qualified. After a
    Trustee&#8217;s initial term, each Trustee is expected to serve a three year term concurrent with the class of Trustees for which he or she serves. The following is a list of the names, business addresses, dates of birth, present positions with the Fund,
    length of time served with the Fund, principal occupations during the past five years and other directorships held by each Trustee during the past five years.</div>
  <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; border-collapse: collapse; text-align: left; color: #000000;" id="zf2bf4cb0aab4419da845b061070e068f">

      <tr>
        <td style="width: 17.6%; vertical-align: bottom; border-bottom: #000000 2px solid;">
          <div style="font-weight: bold;">Name, Business Address and Year of Birth*</div>
        </td>
        <td style="width: 13.35%; vertical-align: bottom; border-bottom: #000000 2px solid;">
          <div style="text-align: center; font-weight: bold;">Position(s) Held with the Fund</div>
        </td>
        <td style="width: 11.51%; vertical-align: bottom; border-bottom: #000000 2px solid;">
          <div style="text-align: center; font-weight: bold;">Term of Office and Length of Time Served**</div>
        </td>
        <td style="width: 24.78%; vertical-align: bottom; border-bottom: #000000 2px solid;">
          <div style="text-align: center; font-weight: bold;">Principal Occupation(s) During Past Five Years</div>
        </td>
        <td style="width: 10.34%; vertical-align: bottom; border-bottom: #000000 2px solid;">
          <div style="text-align: center; font-weight: bold;">Number of Portfolios in Fund Complex Overseen</div>
        </td>
        <td style="width: 22.43%; vertical-align: bottom; border-bottom: #000000 2px solid;">
          <div style="text-align: center; font-weight: bold;">Other Directorships Held by Trustees During the Past Five Years***</div>
        </td>
      </tr>

  </table>
  <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; border-collapse: collapse; text-align: left; color: #000000;">

      <tr>
        <td colspan="6" style="width: 100%; vertical-align: bottom;">
          <div style="font-weight: bold;">INDEPENDENT TRUSTEES:</div>
        </td>
      </tr>
      <tr>
        <td style="width: 17.6%; vertical-align: top;">
          <div>&#160;</div>
          <div>Randall C. Barnes</div>
          <div>(1951)</div>
        </td>
        <td style="width: 13.24%; vertical-align: top;">
          <div>&#160;</div>
          <div>Trustee and</div>
          <div>Chair of the Valuation Oversight Committee</div>
        </td>
        <td style="width: 11.5%; vertical-align: top;">
          <div>&#160;</div>
          <div style="text-indent: 1pt;">Since</div>
          <div style="text-indent: 1pt;">2021</div>
        </td>
        <td style="width: 24.74%; vertical-align: bottom;">
          <div>&#160;</div>
          <div>Current: Private Investor</div>
          <div>(2001-present).</div>
          <div>&#160;</div>
          <div>Former: Senior Vice President and Treasurer, PepsiCo, Inc.</div>
          <div>(1993-1997); President, Pizza Hut International (1991-1993); Senior Vice President, Strategic Planning and New Business Development PepsiCo, Inc. (1987-1990).</div>
        </td>
        <td style="width: 10.3%; vertical-align: top;">
          <div>&#160;</div>
          <div style="text-align: center;">158</div>
        </td>
        <td style="width: 22.63%; vertical-align: top;">
          <div>&#160;</div>
          <div>Current: Advent Convertible and Income Fund (2005-Present); Purpose Investments Funds (2013-present).</div>
          <div>&#160;</div>
          <div>Former: Managed Duration&#160;Investment Grade Municipal Fund</div>
          <div>(2003-2016).</div>
        </td>
      </tr>
      <tr>
        <td style="width: 17.6%; vertical-align: bottom;">&#160;</td>
        <td style="width: 13.24%; vertical-align: bottom;">&#160;</td>
        <td style="width: 11.5%; vertical-align: bottom;">&#160;</td>
        <td style="width: 24.74%; vertical-align: bottom;">&#160;</td>
        <td style="width: 10.3%; vertical-align: bottom;">&#160;</td>
        <td style="width: 22.63%; vertical-align: bottom;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 17.6%; vertical-align: top;">
          <div>Angela Brock-Kyle</div>
          <div>(1959)</div>
        </td>
        <td style="width: 13.24%; vertical-align: top;">
          <div>Trustee</div>
        </td>
        <td style="width: 11.5%; vertical-align: top;">
          <div>Since</div>
          <div style="text-indent: 1pt;">2021</div>
          <div>&#160;</div>
        </td>
        <td style="width: 24.74%; vertical-align: top;">
          <div>Current: Founder and Chief Executive Officer, B.O.A.R.D.S. (2013-present).</div>
          <div>&#160;</div>
          <div>Former: Senior Leader TIAA (1987-2012).</div>
        </td>
        <td style="width: 10.3%; vertical-align: top;">
          <div style="text-align: center;">157</div>
        </td>
        <td style="width: 22.63%; vertical-align: top;">
          <div>Current: Bowhead Insurance GP, LLC (2020-present); Hunt Companies, Inc. (2019-present).</div>
          <div>&#160;</div>
          <div>Former: Infinity Property &amp; Casualty Corp. (2014-2018).</div>
        </td>
      </tr>
      <tr>
        <td style="width: 17.6%; vertical-align: bottom;">&#160;</td>
        <td style="width: 13.24%; vertical-align: bottom;">&#160;</td>
        <td style="width: 11.5%; vertical-align: bottom;">&#160;</td>
        <td style="width: 24.74%; vertical-align: bottom;">&#160;</td>
        <td style="width: 10.3%; vertical-align: bottom;">&#160;</td>
        <td style="width: 22.63%; vertical-align: bottom;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 17.6%; vertical-align: top;">
          <div>Thomas F. Lydon, Jr.</div>
          <div>(1960)</div>
        </td>
        <td style="width: 13.24%; vertical-align: top;">
          <div>Trustee and Chair of the Contracts Review Committee</div>
        </td>
        <td style="width: 11.5%; vertical-align: top;">
          <div style="text-indent: 1pt;">Since</div>
          <div style="text-indent: 1pt;">2021</div>
        </td>
        <td style="width: 24.74%; vertical-align: top;">
          <div>Current: President, Global Trends Investments (1996-present); Co-Chief Executive Officer, ETF Flows, LLC (2019-present); Chief Executive Officer, Lydon Media (2016-present).</div>
        </td>
        <td style="width: 10.3%; vertical-align: top;">
          <div style="text-align: center;">157</div>
        </td>
        <td style="width: 22.63%; vertical-align: top;">
          <div>Current: US Global Investors, Inc. (GROW) (1995-present).</div>
          <div>&#160;</div>
          <div>Former: Harvest Volatility Edge Trust (3) (2017-2019).</div>
        </td>
      </tr>

  </table>
  <div><br>
  </div>
  <div><br>
  </div>
  <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
    <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-family: 'Times New Roman'; font-weight: normal; font-style: normal;">19</font></div>
    <div id="DSPFPageBreak" style="page-break-after: always;">
      <hr noshade="noshade" style="border-width: 0px; clear: both; margin: 4px 0px; width: 100%; height: 2px; color: #000000; background-color: #000000;"></div>
  </div>
  <div style="font-family: 'Times New Roman';"><br>
    <div>
      <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; border-collapse: collapse; text-align: left; color: #000000;">

          <tr>
            <td style="width: 17.6%; vertical-align: bottom; border-bottom: #000000 2px solid;">
              <div style="font-weight: bold;">Name, Business Address and Year of Birth*</div>
            </td>
            <td style="width: 13.24%; vertical-align: bottom; border-bottom: 2px solid rgb(0, 0, 0);">
              <div style="text-align: center; font-weight: bold;">Position(s) Held with the Fund</div>
            </td>
            <td style="width: 11.5%; vertical-align: bottom; border-bottom: 2px solid rgb(0, 0, 0);">
              <div style="text-align: center; font-weight: bold;">Term of Office and Length of Time Served**</div>
            </td>
            <td style="width: 24.74%; vertical-align: bottom; border-bottom: 2px solid rgb(0, 0, 0);">
              <div style="text-align: center; font-weight: bold;">Principal Occupation(s) During Past Five Years</div>
            </td>
            <td style="width: 10.3%; vertical-align: bottom; border-bottom: 2px solid rgb(0, 0, 0);">
              <div style="text-align: center; font-weight: bold;">Number of Portfolios in Fund Complex Overseen</div>
            </td>
            <td style="width: 22.63%; vertical-align: bottom; border-bottom: 2px solid rgb(0, 0, 0);">
              <div style="text-align: center; font-weight: bold;">Other Directorships Held by Trustees During the Past Five Years***</div>
            </td>
          </tr>

      </table>
    </div>
  </div>
  <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; border-collapse: collapse; text-align: left; color: #000000;">

      <tr>
        <td style="width: 17.6%; vertical-align: top;"><br>
        </td>
        <td style="width: 13.24%; vertical-align: top;"><br>
        </td>
        <td style="width: 11.5%; vertical-align: top;"><br>
        </td>
        <td style="width: 24.74%; vertical-align: top;"><br>
        </td>
        <td style="width: 10.3%; vertical-align: top;"><br>
        </td>
        <td style="width: 22.63%; vertical-align: bottom;"><br>
        </td>
      </tr>

  </table>
  <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; border-collapse: collapse; text-align: left; color: #000000;">

      <tr>
        <td style="width: 17.6%; vertical-align: top;">
          <div>Sandra G. Sponem</div>
          <div>(1958)</div>
        </td>
        <td style="width: 13.24%; vertical-align: top;">
          <div>Trustee and Chair of the Audit Committee</div>
        </td>
        <td style="width: 11.5%; vertical-align: top;">
          <div style="text-indent: 1pt;">Since</div>
          <div style="text-indent: 1pt;">2021</div>
          <div>&#160;</div>
        </td>
        <td style="width: 24.74%; vertical-align: top;">
          <div>Current: Retired.</div>
          <div>&#160;</div>
          <div>Former: Senior Vice President and Chief Financial Officer, M.A. Mortenson-Companies, Inc. (2007-2017).</div>
        </td>
        <td style="width: 10.3%; vertical-align: top;">
          <div style="text-align: center;">157</div>
        </td>
        <td style="width: 22.63%; vertical-align: top;">
          <div>Current: SPDR Series Trust (81) (2018-present); SPDR Index Shares Funds (30) (2018-present); SSGA Active Trust (14) (2018-present).<br>
          </div>
          <div>&#160;</div>
          <div>Former: SSGA Master Trust (1) (2018-2020).</div>
          <div> <br>
          </div>
        </td>
      </tr>
      <tr>
        <td rowspan="2" style="width: 17.6%; vertical-align: bottom;">
          <div>Ronald E. Toupin Jr.</div>
          <div>(1958)</div>
        </td>
        <td rowspan="3" style="width: 13.24%; vertical-align: top;">
          <div>Trustee,</div>
          <div>Chair&#160;of the Board and Chair of the Executive Committee</div>
        </td>
        <td rowspan="2" style="width: 11.5%; vertical-align: top;">
          <div>Since</div>
          <div style="text-indent: 1pt;">2021</div>
          <div>&#160;</div>
        </td>
        <td rowspan="24" style="width: 24.74%; vertical-align: top;">
          <div>Current: Portfolio Consultant&#160;(2010-present); Member,&#160;Governing Council,&#160;Independent Directors&#160;Council (2013-present);&#160;Governor, Board of Governors,&#160;Investment Company Institute&#160;(2018-present).</div>
          <div>&#160;</div>
          <div>Former: Member, Executive</div>
          <div>Committee, Independent</div>
          <div>Directors Council (2016-2018);&#160;Vice President, Manager and&#160;Portfolio Manager, Nuveen Asset</div>
          <div>Management (1998-1999);&#160;Vice President, Nuveen</div>
          <div>Investment Advisory Corp.</div>
          <div>(1992-1999); Vice President</div>
        </td>
        <td style="width: 10.3%; vertical-align: top;">
          <div style="text-align: center;">157</div>
        </td>
        <td rowspan="12" style="width: 22.63%; vertical-align: top;">
          <div>Former: Western Asset</div>
          <div>Inflation-Linked&#160;Opportunities &amp; Income Fund) (2004-2020); Western Asset&#160;Inflation-Linked Income&#160;Fund (2003-2020);</div>
          <div>Managed Duration&#160;Investment Grade&#160;Municipal Fund (2003-2016).</div>
        </td>
      </tr>
      <tr>
        <td style="width: 10.3%; vertical-align: bottom;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 17.6%; vertical-align: bottom;">&#160;</td>
        <td style="width: 11.5%; vertical-align: bottom;">&#160;</td>
        <td style="width: 10.3%; vertical-align: bottom;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 17.6%; vertical-align: bottom;">&#160;</td>
        <td style="width: 13.24%; vertical-align: bottom;">&#160;</td>
        <td style="width: 11.5%; vertical-align: bottom;">&#160;</td>
        <td style="width: 10.3%; vertical-align: bottom;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 17.6%; vertical-align: bottom;">&#160;</td>
        <td style="width: 13.24%; vertical-align: bottom;">&#160;</td>
        <td style="width: 11.5%; vertical-align: bottom;">&#160;</td>
        <td style="width: 10.3%; vertical-align: bottom;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 17.6%; vertical-align: bottom;">&#160;</td>
        <td style="width: 13.24%; vertical-align: bottom;">&#160;</td>
        <td style="width: 11.5%; vertical-align: bottom;">&#160;</td>
        <td style="width: 10.3%; vertical-align: bottom;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 17.6%; vertical-align: bottom;">&#160;</td>
        <td style="width: 13.24%; vertical-align: bottom;">&#160;</td>
        <td style="width: 11.5%; vertical-align: bottom;">&#160;</td>
        <td style="width: 10.3%; vertical-align: bottom;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 17.6%; vertical-align: bottom;">&#160;</td>
        <td style="width: 13.24%; vertical-align: bottom;">&#160;</td>
        <td style="width: 11.5%; vertical-align: bottom;">&#160;</td>
        <td style="width: 10.3%; vertical-align: bottom;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 17.6%; vertical-align: bottom;">&#160;</td>
        <td style="width: 13.24%; vertical-align: bottom;">&#160;</td>
        <td style="width: 11.5%; vertical-align: bottom;">&#160;</td>
        <td style="width: 10.3%; vertical-align: bottom;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 17.6%; vertical-align: bottom;">&#160;</td>
        <td style="width: 13.24%; vertical-align: bottom;">&#160;</td>
        <td style="width: 11.5%; vertical-align: bottom;">&#160;</td>
        <td style="width: 10.3%; vertical-align: bottom;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 17.6%; vertical-align: bottom;">&#160;</td>
        <td style="width: 13.24%; vertical-align: bottom;">&#160;</td>
        <td style="width: 11.5%; vertical-align: bottom;">&#160;</td>
        <td style="width: 10.3%; vertical-align: bottom;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 17.6%; vertical-align: bottom;">&#160;</td>
        <td style="width: 13.24%; vertical-align: bottom;">&#160;</td>
        <td style="width: 11.5%; vertical-align: bottom;">&#160;</td>
        <td style="width: 10.3%; vertical-align: bottom;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 17.6%; vertical-align: bottom;">&#160;</td>
        <td style="width: 13.24%; vertical-align: bottom;">&#160;</td>
        <td style="width: 11.5%; vertical-align: bottom;">&#160;</td>
        <td style="width: 10.3%; vertical-align: bottom;">&#160;</td>
        <td style="width: 22.63%; vertical-align: bottom;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 17.6%; vertical-align: bottom;">&#160;</td>
        <td style="width: 13.24%; vertical-align: bottom;">&#160;</td>
        <td style="width: 11.5%; vertical-align: bottom;">&#160;</td>
        <td style="width: 10.3%; vertical-align: bottom;">&#160;</td>
        <td style="width: 22.63%; vertical-align: bottom;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 17.6%; vertical-align: bottom;">&#160;</td>
        <td style="width: 13.24%; vertical-align: bottom;">&#160;</td>
        <td style="width: 11.5%; vertical-align: bottom;">&#160;</td>
        <td style="width: 10.3%; vertical-align: bottom;">&#160;</td>
        <td style="width: 22.63%; vertical-align: bottom;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 17.6%; vertical-align: bottom;">&#160;</td>
        <td style="width: 13.24%; vertical-align: bottom;">&#160;</td>
        <td style="width: 11.5%; vertical-align: bottom;">&#160;</td>
        <td style="width: 10.3%; vertical-align: bottom;">&#160;</td>
        <td style="width: 22.63%; vertical-align: bottom;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 17.6%; vertical-align: bottom;">&#160;</td>
        <td style="width: 13.24%; vertical-align: bottom;">&#160;</td>
        <td style="width: 11.5%; vertical-align: bottom;">&#160;</td>
        <td style="width: 10.3%; vertical-align: bottom;">&#160;</td>
        <td style="width: 22.63%; vertical-align: bottom;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 17.6%; vertical-align: bottom;">&#160;</td>
        <td style="width: 13.24%; vertical-align: bottom;">&#160;</td>
        <td style="width: 11.5%; vertical-align: bottom;">&#160;</td>
        <td style="width: 10.3%; vertical-align: bottom;">&#160;</td>
        <td style="width: 22.63%; vertical-align: bottom;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 17.6%; vertical-align: bottom;">&#160;</td>
        <td style="width: 13.24%; vertical-align: bottom;">&#160;</td>
        <td style="width: 11.5%; vertical-align: bottom;">&#160;</td>
        <td style="width: 10.3%; vertical-align: bottom;">&#160;</td>
        <td style="width: 22.63%; vertical-align: bottom;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 17.6%; vertical-align: bottom;">&#160;</td>
        <td style="width: 13.24%; vertical-align: bottom;">&#160;</td>
        <td style="width: 11.5%; vertical-align: bottom;">&#160;</td>
        <td style="width: 10.3%; vertical-align: bottom;">&#160;</td>
        <td style="width: 22.63%; vertical-align: bottom;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 17.6%; vertical-align: bottom;">&#160;</td>
        <td style="width: 13.24%; vertical-align: bottom;">&#160;</td>
        <td style="width: 11.5%; vertical-align: bottom;">&#160;</td>
        <td style="width: 10.3%; vertical-align: bottom;">&#160;</td>
        <td style="width: 22.63%; vertical-align: bottom;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 17.6%; vertical-align: bottom;">&#160;</td>
        <td style="width: 13.24%; vertical-align: bottom;">&#160;</td>
        <td style="width: 11.5%; vertical-align: bottom;">&#160;</td>
        <td style="width: 10.3%; vertical-align: bottom;">&#160;</td>
        <td style="width: 22.63%; vertical-align: bottom;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 17.6%; vertical-align: bottom;">&#160;</td>
        <td style="width: 13.24%; vertical-align: bottom;">&#160;</td>
        <td style="width: 11.5%; vertical-align: bottom;">&#160;</td>
        <td style="width: 10.3%; vertical-align: bottom;">&#160;</td>
        <td style="width: 22.63%; vertical-align: bottom;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 17.6%; vertical-align: bottom;">&#160;</td>
        <td style="width: 13.24%; vertical-align: bottom;">&#160;</td>
        <td style="width: 11.5%; vertical-align: bottom;">&#160;</td>
        <td style="width: 10.3%; vertical-align: bottom;">&#160;</td>
        <td style="width: 22.63%; vertical-align: bottom;">&#160;</td>
      </tr>

  </table>
  <div><br>
  </div>
  <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
    <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-family: 'Times New Roman'; font-weight: normal; font-style: normal;">20</font></div>
    <div id="DSPFPageBreak" style="page-break-after: always;">
      <hr noshade="noshade" style="border-width: 0px; clear: both; margin: 4px 0px; width: 100%; height: 2px; color: #000000; background-color: #000000;"></div>
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  <div><br>
  </div>
  <div>
    <div>
      <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; border-collapse: collapse; text-align: left; color: #000000;">

          <tr>
            <td style="width: 17.6%; vertical-align: bottom; border-bottom: #000000 2px solid;">
              <div style="font-weight: bold;">Name, Business Address and Year of Birth*</div>
            </td>
            <td style="width: 13.24%; vertical-align: bottom; border-bottom: 2px solid rgb(0, 0, 0);">
              <div style="text-align: center; font-weight: bold;">Position(s) Held with the Fund</div>
            </td>
            <td style="width: 11.5%; vertical-align: bottom; border-bottom: 2px solid rgb(0, 0, 0);">
              <div style="text-align: center; font-weight: bold;">Term of Office and Length of Time Served**</div>
            </td>
            <td style="width: 24.74%; vertical-align: bottom; border-bottom: 2px solid rgb(0, 0, 0);">
              <div style="text-align: center; font-weight: bold;">Principal Occupation(s) During Past Five Years</div>
            </td>
            <td style="width: 10.3%; vertical-align: bottom; border-bottom: 2px solid rgb(0, 0, 0);">
              <div style="text-align: center; font-weight: bold;">Number of Portfolios in Fund Complex Overseen</div>
            </td>
            <td style="width: 22.63%; vertical-align: bottom; border-bottom: 2px solid rgb(0, 0, 0);">
              <div style="text-align: center; font-weight: bold;">Other Directorships Held by Trustees During the Past Five Years***</div>
            </td>
          </tr>
          <tr>
            <td rowspan="1" style="width: 17.6%; vertical-align: bottom;">&#160;</td>
            <td rowspan="1" style="width: 13.24%; vertical-align: bottom;">&#160;</td>
            <td rowspan="1" style="width: 11.5%; vertical-align: bottom;">&#160;</td>
            <td rowspan="1" style="width: 24.74%; vertical-align: bottom;">
              <div>and Manager, Nuveen Unit</div>
              <div>Investment Trusts (1991-1999);&#160;and Assistant Vice President&#160;and Portfolio Manager, Nuveen</div>
              <div>Unit Investment Trusts</div>
              <div>(1988-1999), each of John</div>
              <div>Nuveen &amp; Co., Inc. (1982-1999).</div>
            </td>
            <td rowspan="1" style="width: 10.3%; vertical-align: bottom;">&#160;</td>
            <td rowspan="1" style="width: 22.63%; vertical-align: bottom;">&#160;</td>
          </tr>

      </table>
    </div>
  </div>
  <br>
  <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; border-collapse: collapse; text-align: left; color: #000000;">

      <tr>
        <td colspan="6" style="vertical-align: bottom;">
          <div style="font-weight: bold;">INTERESTED TRUSTEES:</div>
        </td>
      </tr>
      <tr>
        <td style="width: 17.6%; vertical-align: top;">
          <div>Amy J. Lee****</div>
        </td>
        <td style="width: 13.24%; vertical-align: bottom;">
          <div>Trustee, Vice</div>
        </td>
        <td rowspan="9" style="width: 11.5%; vertical-align: top;">
          <div style="text-indent: 1pt;">Since</div>
          <div style="text-indent: 1pt;">2021</div>
          <div>&#160;</div>
          <div>&#160;</div>
        </td>
        <td rowspan="12" style="width: 24.74%; vertical-align: top;">
          <div>Current: Interested Trustee,</div>
          <div>certain other funds in the</div>
          <div style="text-indent: 0.05pt;">Fund Complex (2018-</div>
          <div>present); Chief Legal Officer, certain</div>
          <div>other funds in the Fund</div>
          <div>Complex (2014-present);</div>
          <div>Vice President, certain other funds&#160;in the Fund Complex (2007-present); Senior Managing&#160;Director, Guggenheim&#160;Investments (2012-present).</div>
          <div>&#160;</div>
        </td>
        <td style="width: 10.3%; vertical-align: top;">
          <div style="text-align: center;">157</div>
        </td>
        <td style="width: 22.63%; vertical-align: top;">
          <div>None.</div>
        </td>
      </tr>
      <tr>
        <td style="width: 17.6%; vertical-align: top;">
          <div>(1961)</div>
        </td>
        <td style="width: 13.24%; vertical-align: bottom;">
          <div>President and</div>
        </td>
        <td style="width: 10.3%; vertical-align: bottom;">&#160;</td>
        <td style="width: 22.63%; vertical-align: bottom;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 17.6%; vertical-align: bottom;">&#160;</td>
        <td style="width: 13.24%; vertical-align: bottom;">
          <div>Chief Legal</div>
        </td>
        <td style="width: 10.3%; vertical-align: bottom;">&#160;</td>
        <td style="width: 22.63%; vertical-align: bottom;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 17.6%; vertical-align: bottom;">&#160;</td>
        <td style="width: 13.24%; vertical-align: bottom;">
          <div>Officer</div>
        </td>
        <td style="width: 10.3%; vertical-align: bottom;">&#160;</td>
        <td style="width: 22.63%; vertical-align: bottom;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 17.6%; vertical-align: bottom;">&#160;</td>
        <td style="width: 13.24%; vertical-align: bottom;">&#160;</td>
        <td style="width: 10.3%; vertical-align: bottom;">&#160;</td>
        <td style="width: 22.63%; vertical-align: bottom;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 17.6%; vertical-align: bottom;">&#160;</td>
        <td style="width: 13.24%; vertical-align: bottom;">&#160;</td>
        <td style="width: 10.3%; vertical-align: bottom;">&#160;</td>
        <td style="width: 22.63%; vertical-align: bottom;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 17.6%; vertical-align: bottom;">&#160;</td>
        <td style="width: 13.24%; vertical-align: bottom;">&#160;</td>
        <td style="width: 10.3%; vertical-align: bottom;">&#160;</td>
        <td style="width: 22.63%; vertical-align: bottom;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 17.6%; vertical-align: bottom;">&#160;</td>
        <td style="width: 13.24%; vertical-align: bottom;">&#160;</td>
        <td style="width: 10.3%; vertical-align: bottom;">&#160;</td>
        <td style="width: 22.63%; vertical-align: bottom;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 17.6%; vertical-align: bottom;">&#160;</td>
        <td style="width: 13.24%; vertical-align: bottom;">&#160;</td>
        <td style="width: 10.3%; vertical-align: bottom;">&#160;</td>
        <td style="width: 22.63%; vertical-align: bottom;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 17.6%; vertical-align: bottom;">&#160;</td>
        <td style="width: 13.24%; vertical-align: bottom;">&#160;</td>
        <td style="width: 11.5%; vertical-align: bottom;">&#160;</td>
        <td style="width: 10.3%; vertical-align: bottom;">&#160;</td>
        <td style="width: 22.63%; vertical-align: bottom;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 17.6%; vertical-align: bottom;">&#160;</td>
        <td style="width: 13.24%; vertical-align: bottom;">&#160;</td>
        <td style="width: 11.5%; vertical-align: bottom;">&#160;</td>
        <td style="width: 10.3%; vertical-align: bottom;">&#160;</td>
        <td style="width: 22.63%; vertical-align: bottom;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 17.6%; vertical-align: bottom;">&#160;</td>
        <td style="width: 13.24%; vertical-align: bottom;">&#160;</td>
        <td style="width: 11.5%; vertical-align: bottom;">&#160;</td>
        <td style="width: 10.3%; vertical-align: bottom;">&#160;</td>
        <td style="width: 22.63%; vertical-align: bottom;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 17.6%; vertical-align: bottom;">&#160;</td>
        <td style="width: 13.24%; vertical-align: bottom;">&#160;</td>
        <td style="width: 11.5%; vertical-align: bottom;">&#160;</td>
        <td rowspan="5" style="width: 24.74%; vertical-align: bottom;">
          <div>Former: President and Chief</div>
          <div>Executive Officer,</div>
          <div>certain other funds in the&#160;Fund Complex (2017-2019);&#160;Vice President, Associate</div>
        </td>
        <td style="width: 10.3%; vertical-align: bottom;">&#160;</td>
        <td style="width: 22.63%; vertical-align: bottom;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 17.6%; vertical-align: bottom;">&#160;</td>
        <td style="width: 13.24%; vertical-align: bottom;">&#160;</td>
        <td style="width: 11.5%; vertical-align: bottom;">&#160;</td>
        <td style="width: 10.3%; vertical-align: bottom;">&#160;</td>
        <td style="width: 22.63%; vertical-align: bottom;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 17.6%; vertical-align: bottom;">&#160;</td>
        <td style="width: 13.24%; vertical-align: bottom;">&#160;</td>
        <td style="width: 11.5%; vertical-align: bottom;">&#160;</td>
        <td style="width: 10.3%; vertical-align: bottom;">&#160;</td>
        <td style="width: 22.63%; vertical-align: bottom;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 17.6%; vertical-align: bottom;">&#160;</td>
        <td style="width: 13.24%; vertical-align: bottom;">&#160;</td>
        <td style="width: 11.5%; vertical-align: bottom;">&#160;</td>
        <td style="width: 10.3%; vertical-align: bottom;">&#160;</td>
        <td style="width: 22.63%; vertical-align: bottom;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 17.6%; vertical-align: bottom;">&#160;</td>
        <td style="width: 13.24%; vertical-align: bottom;">&#160;</td>
        <td style="width: 11.5%; vertical-align: bottom;">&#160;</td>
        <td style="width: 10.3%; vertical-align: bottom;">&#160;</td>
        <td style="width: 22.63%; vertical-align: bottom;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 17.6%; vertical-align: bottom;">&#160;</td>
        <td style="width: 13.24%; vertical-align: bottom;">&#160;</td>
        <td style="width: 11.5%; vertical-align: bottom;">&#160;</td>
        <td style="width: 24.74%; vertical-align: bottom;">
          <div>General Counsel and Assistant</div>
        </td>
        <td style="width: 10.3%; vertical-align: bottom;">&#160;</td>
        <td style="width: 22.63%; vertical-align: bottom;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 17.6%; vertical-align: bottom;">&#160;</td>
        <td style="width: 13.24%; vertical-align: bottom;">&#160;</td>
        <td style="width: 11.5%; vertical-align: bottom;">&#160;</td>
        <td rowspan="3" style="width: 24.74%; vertical-align: top;">
          <div>Secretary, Security Benefit</div>
          <div>Life Insurance Company and&#160;Security Benefit Corporation&#160;(2004-2012).</div>
        </td>
        <td style="width: 10.3%; vertical-align: bottom;">&#160;</td>
        <td style="width: 22.63%; vertical-align: bottom;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 17.6%; vertical-align: bottom;">&#160;</td>
        <td style="width: 13.24%; vertical-align: bottom;">&#160;</td>
        <td style="width: 11.5%; vertical-align: bottom;">&#160;</td>
        <td style="width: 10.3%; vertical-align: bottom;">&#160;</td>
        <td style="width: 22.63%; vertical-align: bottom;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 17.6%; vertical-align: bottom;">&#160;</td>
        <td style="width: 13.24%; vertical-align: bottom;">&#160;</td>
        <td style="width: 11.5%; vertical-align: bottom;">&#160;</td>
        <td style="width: 10.3%; vertical-align: bottom;">&#160;</td>
        <td style="width: 22.63%; vertical-align: bottom;">&#160;</td>
      </tr>

  </table>
  <div style="margin-bottom: 6pt;">
    <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; border-collapse: collapse; text-align: left; color: #000000;">

        <tr>
          <td rowspan="1" style="width: 17.6%; vertical-align: top;">&#160;</td>
          <td rowspan="1" style="width: 13.24%; vertical-align: top;">&#160;</td>
          <td rowspan="1" style="width: 11.5%; vertical-align: top;">&#160;</td>
          <td rowspan="1" style="width: 24.74%; vertical-align: top;">&#160;</td>
          <td rowspan="1" style="width: 10.3%; vertical-align: top;">&#160;</td>
          <td rowspan="1" style="width: 22.63%; vertical-align: bottom;">&#160;</td>
        </tr>
        <tr>
          <td style="width: 17.6%; vertical-align: top;">
            <div>Ronald A. Nyberg***** <br>
            </div>
            <div>(1953)</div>
          </td>
          <td style="width: 13.24%; vertical-align: top;">
            <div>Trustee and</div>
            <div>Chair&#160;of the</div>
            <div>Nominating</div>
            <div>and&#160;Governance</div>
            <div>Committee</div>
          </td>
          <td style="width: 11.5%; vertical-align: top;">
            <div style="text-align: center; text-indent: 1pt;">Since</div>
            <div style="text-align: center; text-indent: 1pt;">2021</div>
          </td>
          <td style="width: 24.74%; vertical-align: top;">
            <div>Current: Of Counsel (formerly partner), Momkus LLP (2016-present).</div>
            <div>&#160;</div>
            <div>Former: Partner, Nyberg &amp;</div>
            <div>Cassioppi, LLC (2000-2016);</div>
            <div>Executive Vice President,</div>
            <div>General Counsel, and</div>
            <div>Corporate Secretary, Van</div>
            <div>Kampen Investments</div>
            <div>(1982-1999)</div>
          </td>
          <td style="width: 10.3%; vertical-align: top;">
            <div style="text-align: center;">158</div>
          </td>
          <td style="width: 22.63%; vertical-align: bottom;">
            <div>Current: Advent Convertible and Income Fund (2004 &#8211; present); PPM Funds (2)</div>
            <div>(2018-present);</div>
            <div>Edward-Elmhurst</div>
            <div>Healthcare System (2012-present).</div>
            <div>&#160;</div>
            <div>Former: Western Asset</div>
            <div>Inflation-Linked</div>
            <div>Opportunities &amp; Income Fund (2004- 2020); Western Asset</div>
            <div>Inflation-Linked Income</div>
            <div>Fund (2003- 2020);</div>
            <div>Managed Duration</div>
            <div>Investment Grade</div>
            <div>Municipal Fund</div>
            <div>(2003-2016).</div>
            <div>&#160;</div>
          </td>
        </tr>

    </table>
  </div>
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      <tr>
        <td style="width: 28.8pt; vertical-align: top; align: right;">*</td>
        <td style="width: auto; vertical-align: top;">
          <div>The business address of each Trustee of the Fund is c/o Guggenheim Investments, 227 West Monroe Street, Chicago, Illinois 60606.</div>
        </td>
      </tr>

  </table>
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      <tr>
        <td style="width: 28.8pt; vertical-align: top; align: right;">**</td>
        <td style="width: auto; vertical-align: top;">
          <div>Each Trustee elected shall hold office until his or her successor shall have been elected and shall have qualified. After a Trustee&#8217;s initial term, each Trustee is expected to serve a two year term concurrent with the class of Trustees for
            which he or she serves:</div>
        </td>
      </tr>

  </table>
  <div style="text-indent: 0pt; margin-left: 28.8pt; margin-bottom: 6pt; font-family: 'Times New Roman';">&#8226; Mr. Barnes and Ms. Brock-Kyle are Class I Trustees. Class I Trustees are expected to stand for election on the date of the Fund&#8217;s first annual
    meeting of Shareholders.</div>
  <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000; margin-bottom: 6pt;" class="DSPFListTable" id="z1a2499bd420c463480f5649d72e1e2ca">

      <tr>
        <td style="width: 28.8pt;"><br>
        </td>
        <td style="width: 7.2pt; vertical-align: top; align: right;">&#8226;</td>
        <td style="width: auto; vertical-align: top;">
          <div>Messrs. Nyberg and Lydon, Jr are Class II Trustees. Class II Trustees are expected to stand for election&#160;on the date of the Fund&#8217;s second annual meeting of Shareholders.</div>
        </td>
      </tr>

  </table>
  <div> <br>
  </div>
  <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
    <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-family: 'Times New Roman'; font-weight: normal; font-style: normal;">21</font></div>
    <div id="DSPFPageBreak" style="page-break-after: always;">
      <hr noshade="noshade" style="border-width: 0px; clear: both; margin: 4px 0px; width: 100%; height: 2px; color: #000000; background-color: #000000;"></div>
  </div>
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      <tr>
        <td style="width: 28.8pt;"><br>
        </td>
        <td style="width: 7.2pt; vertical-align: top; align: right;">&#8226;</td>
        <td style="width: auto; vertical-align: top;">
          <div>Mr. Toupin Jr. and Mses. Lee and Sponem are Class III Trustees. Class III Trustees are expected to stand for election on the date of the Fund&#8217;s third annual meeting of Shareholders.<br>
          </div>
        </td>
      </tr>

  </table>
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      <tr>
        <td style="width: 28.8pt; vertical-align: top; align: right;">***</td>
        <td style="width: auto; vertical-align: top;">
          <div>Each Trustee also serves on the boards of trustees of Guggenheim Funds Trust, Guggenheim Variable Funds Trust, Guggenheim Strategy Funds Trust, Fiduciary/Claymore Energy Infrastructure Fund, Guggenheim Taxable Municipal Bond &amp; Investment
            Grade Debt Trust, Guggenheim Enhanced Equity Income Fund, Guggenheim Energy &amp; Income Fund, Guggenheim Credit Allocation Fund, Guggenheim Strategic Opportunities Fund, Rydex Series Funds, Rydex Dynamic Funds, Rydex Variable Funds and
            Transparent Value Trust. Messrs. Barnes and Nyberg also serve on the board of trustees of Advent Convertible &amp; Income Fund. Together with the Fund, these funds are referred to as the &#8220;Fund Complex.&#8221; Figures provided in parentheses after the
            name of a fund complex indicate the number of funds overseen in that complex.</div>
        </td>
      </tr>

  </table>
  <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000; margin-bottom: 6pt;" class="DSPFListTable" id="z2dc7def9591b423788a5d01fc35c34e1">

      <tr>
        <td style="width: 28.8pt; vertical-align: top; align: right;">****</td>
        <td style="width: auto; vertical-align: top;">
          <div>This Trustee is deemed to be an &#8220;interested person&#8221; of the Fund under the 1940 Act by reason of her position with the Fund&#8217;s Investment Adviser and/or the parent of the Investment Adviser.</div>
        </td>
      </tr>

  </table>
  <div>
    <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000; margin-bottom: 6pt;" class="DSPFListTable">

        <tr>
          <td style="width: 28.8pt; vertical-align: top; align: right;">*****</td>
          <td style="width: auto; vertical-align: top;">
            <div>As of the date of this SAI, this Trustee is currently deemed to be an &#8220;interested person&#8221; of the Fund under the 1940 Act by reason of his beneficial ownership of securities issued by one of the Fund&#8217;s principal underwriters.</div>
          </td>
        </tr>

    </table>
  </div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman'; font-weight: bold;">Trustee Qualifications</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">The Trustees were selected to serve on the Board based upon their skills, experience, judgment, analytical ability, diligence, ability to work effectively with other
    Trustees, availability and commitment to attend meetings and perform the responsibilities of a Trustee and a willingness to take an independent and questioning view of management.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">The following is a summary of the experience, qualifications, attributes and skills of each Trustee that support the conclusion, as of the date of this SAI, that each
    Trustee should serve as a Trustee in light of the Fund&#8217;s business and structure. References to the qualifications, attributes and skills of Trustees do not constitute the holding out of any Trustee as being an expert under Section 7 of the 1933 Act or
    the rules and regulations of the SEC and shall not impose any greater responsibility or liability on any such person or the Board by reason thereof.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-style: italic;">Randall C. Barnes. </font>Mr. Barnes has served as a trustee of certain funds in the Fund Complex since 2004. Through his service as a
    Trustee of the Fund and a trustee of other funds in the Fund Complex, his service as Chair of the Valuation Oversight Committee, his service on other registered investment company boards, prior employment experience as President of Pizza Hut
    International and as Treasurer of PepsiCo, Inc. and his personal investment experience, Mr. Barnes is experienced in financial, accounting, regulatory and investment matters.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-style: italic;">Angela Brock-Kyle. </font>Ms. Brock-Kyle has served as a trustee of certain funds in the Fund Complex since 2016. Through her service
    as a Trustee of the Fund and a trustee of other funds in the Fund Complex, prior employment experience, including at TIAA where she spent 25 years in leadership roles, and her experience serving on the boards of public, private and non-profit
    organizations, including service as Audit Committee Chair and as a member of governance and nominating committees, Ms. Brock-Kyle is experienced in financial, accounting, governance and investment matters.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-style: italic;">Amy J. Lee. </font>Ms. Lee has served as a trustee of certain funds in the Fund Complex since 2018. Through her service as a Trustee of
    the Fund and a trustee of other funds in the Fund Complex, her service as Chief Legal Officer of the Fund Complex, her service as Senior Managing Director of Guggenheim Investments, as well as her prior experience as Associate General Counsel, Vice
    President and Assistant Secretary of Security Benefit Corporation, Ms. Lee is experienced in financial, legal, regulatory and governance matters.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-style: italic;">Thomas F. Lydon, Jr. </font>Mr. Lydon has served as a trustee of certain funds in the Fund Complex since 2005. Through his service as a
    Trustee of the Fund and a trustee of other funds in the Fund Complex, his service as Chair of the Contracts Review Committee, his experience as President of Global Trends Investments, a registered investment adviser, his service on the board of U.S.
    Global Investors, Inc. (GROW), an investment adviser and transfer agent, as well as his prior service on another registered investment company board and his authorship and editorial experience regarding exchange-traded funds, Mr. Lydon is experienced
    in financial, investment and governance matters.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-style: italic;">Ronald A. Nyberg. </font>Mr. Nyberg has served as a trustee of certain funds in the Fund Complex since 2003. Through his service as a
    Trustee of the Fund and a trustee of other funds in the Fund Complex, as well as Chair of the Nominating &amp; Governance Committee, his service on other registered investment company boards, his professional training and experience as an attorney and
    his former experience as partner of the law firm, Momkus LLC, and Nyberg &amp; Cassioppi, LLC, and Executive Vice President and General Counsel of Van Kampen Investments, an asset management firm, Mr. Nyberg is experienced in financial, regulatory and
    governance matters.</div>
  <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
    <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-family: 'Times New Roman'; font-weight: normal; font-style: normal;">22</font></div>
    <div id="DSPFPageBreak" style="page-break-after: always;">
      <hr noshade="noshade" style="border-width: 0px; clear: both; margin: 4px 0px; width: 100%; height: 2px; color: #000000; background-color: #000000;"></div>
  </div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-style: italic;">Sandra G. Sponem. </font>Ms. Sponem has served as a trustee of certain funds in the Fund Complex since 2016. Through her service as a
    Trustee of the Fund and a trustee of other funds in the Fund Complex, her service as Chair of the Audit Committee, her service on other registered investment company boards, her prior employment experience, including as Chief Financial Officer of Piper
    Jaffray Companies, Inc. (now Piper Sandler Companies) and its predecessor, U.S. Bancorp Piper Jaffray, Inc., and as Senior Vice President and Chief Financial Officer of M.A. Mortenson Company, a construction and real estate development company, her
    Certified Public Accountant designation and previously held securities licenses and extensive knowledge of accounting and finance and the financial services industry, Ms. Sponem is experienced in accounting, financial, governance and investment
    matters. The Board has determined that Ms. Sponem is an &#8220;audit committee financial expert&#8221; as defined by the SEC.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-style: italic;">Ronald E. Toupin, Jr. </font>Mr. Toupin has served as a trustee of certain funds in the Fund Complex since 2003. Mr. Toupin currently
    serves on the Governing Council of the Independent Directors Council (IDC) of the Investment Company Institute (ICI) and on the Board of Governors of the ICI. Through his service as a Trustee and a trustee of other funds in the Fund Complex, as well as
    the Independent Chair of the Board, his prior service on other registered investment company boards, and his professional training and prior employment experience, including Vice President and Portfolio Manager for Nuveen Asset Management, an asset
    management firm, Mr. Toupin is experienced in financial, regulatory and investment matters.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">Each Trustee also has considerable familiarity with the Fund, the Fund&#8217;s investment advisers and other service providers, and their operations, as well as the special
    regulatory requirements governing registered investment companies and the special responsibilities of investment company trustees as a result of his/her substantial prior service as a Trustee of the Fund and/or other funds in the Fund Complex, or with
    respect to Ms. Lee, her extensive experience in the financial industry, including her experience with the parent of the investment advisers of the funds of the Fund Complex.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman'; font-weight: bold;">Executive Officers</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">The following information relates to the executive officers of the Fund who are not Trustees. The Fund&#8217;s officers receive no compensation from the Fund but may also be
    officers or employees of the Investment Adviser, the Sub-Adviser or affiliates of the Investment Adviser or the Sub-Adviser and may receive compensation in such capacities.</div>
  <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; border-collapse: collapse; text-align: left; color: #000000;" id="z11d68030aba24f65bf079ef76a860cae">

      <tr>
        <td style="width: 17.35%; vertical-align: bottom;">
          <div style="font-weight: bold;">Name, Business</div>
        </td>
        <td style="width: 21.46%; vertical-align: bottom;">&#160;</td>
        <td style="width: 22.76%; vertical-align: bottom;">
          <div style="font-weight: bold;">Term of Office<sup style="vertical-align: text-top; line-height: 1; font-size: smaller;">(2)</sup>&#160;and</div>
        </td>
        <td style="width: 38.43%; vertical-align: bottom;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 17.35%; vertical-align: bottom;">
          <div style="font-weight: bold;">Address<sup style="vertical-align: text-top; line-height: 1; font-size: smaller;">(1)</sup>&#160;and</div>
        </td>
        <td style="width: 21.46%; vertical-align: bottom;">
          <div style="font-weight: bold;">Position(s) held</div>
        </td>
        <td style="width: 22.76%; vertical-align: bottom;">
          <div style="font-weight: bold;">Length of Time</div>
        </td>
        <td style="width: 38.43%; vertical-align: bottom;">
          <div style="font-weight: bold;">Principal Occupation</div>
        </td>
      </tr>
      <tr>
        <td style="width: 17.35%; vertical-align: bottom; border-bottom: #000000 2px solid;">
          <div style="font-weight: bold;">Year of Birth</div>
        </td>
        <td style="width: 21.46%; vertical-align: bottom; border-bottom: #000000 2px solid;">
          <div style="font-weight: bold;">with the Fund<br>
          </div>
        </td>
        <td style="width: 22.76%; vertical-align: bottom; border-bottom: #000000 2px solid;">
          <div style="font-weight: bold;">Served</div>
        </td>
        <td style="width: 38.43%; vertical-align: bottom; border-bottom: #000000 2px solid;">
          <div style="font-weight: bold;">During the Past Five Years</div>
        </td>
      </tr>

  </table>
  <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; border-collapse: collapse; text-align: left; color: #000000;">

      <tr>
        <td colspan="4" style="width: 100%; vertical-align: middle;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 17.35%; vertical-align: bottom;">
          <div>Brian E. Binder</div>
        </td>
        <td style="width: 21.46%; vertical-align: bottom;">
          <div>President and</div>
        </td>
        <td style="width: 22.76%; vertical-align: bottom;">
          <div>Since 2021</div>
        </td>
        <td rowspan="9" style="width: 38.43%; vertical-align: bottom;">
          <div>Current: President and Chief Executive Officer, certain other funds in the Fund Complex (2018-present); President, Chief Executive Officer and Chairman of the Board of Managers, Guggenheim Funds Investment Advisors, LLC (2018-present);
            President and Chief Executive Officer, Security Investors, LLC (2018-present); Board Member of Guggenheim Partners Fund Management (Europe) Limited (2018-present); Senior Managing Director and Chief Administrative Officer, Guggenheim
            Investments (2018-present).</div>
          <div>&#160;</div>
        </td>
      </tr>
      <tr>
        <td style="width: 17.35%; vertical-align: bottom;">
          <div>Year of Birth: 1972</div>
        </td>
        <td style="width: 21.46%; vertical-align: bottom;">
          <div>Chief Executive</div>
        </td>
        <td style="width: 22.76%; vertical-align: bottom;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 17.35%; vertical-align: bottom;">&#160;</td>
        <td style="width: 21.46%; vertical-align: bottom;">
          <div>Officer</div>
        </td>
        <td style="width: 22.76%; vertical-align: bottom;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 17.35%; vertical-align: bottom;">&#160;</td>
        <td style="width: 21.46%; vertical-align: bottom;">&#160;</td>
        <td style="width: 22.76%; vertical-align: bottom;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 17.35%; vertical-align: bottom;">&#160;</td>
        <td style="width: 21.46%; vertical-align: bottom;">&#160;</td>
        <td style="width: 22.76%; vertical-align: bottom;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 17.35%; vertical-align: bottom;">&#160;</td>
        <td style="width: 21.46%; vertical-align: bottom;">&#160;</td>
        <td style="width: 22.76%; vertical-align: bottom;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 17.35%; vertical-align: bottom;">&#160;</td>
        <td style="width: 21.46%; vertical-align: bottom;">&#160;</td>
        <td style="width: 22.76%; vertical-align: bottom;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 17.35%; vertical-align: bottom;">&#160;</td>
        <td style="width: 21.46%; vertical-align: bottom;">&#160;</td>
        <td style="width: 22.76%; vertical-align: bottom;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 17.35%; vertical-align: bottom;">&#160;</td>
        <td style="width: 21.46%; vertical-align: bottom;">&#160;</td>
        <td style="width: 22.76%; vertical-align: bottom;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 17.35%; vertical-align: bottom;">&#160;</td>
        <td style="width: 21.46%; vertical-align: bottom;">&#160;</td>
        <td style="width: 22.76%; vertical-align: bottom;">&#160;</td>
        <td rowspan="5" style="width: 38.43%; vertical-align: top;">
          <div>Former: Managing Director and President, Deutsche Funds, and Head of US Product, Trading and Fund Administration, Deutsche Asset Management (2013-2018); Managing Director, Head of Business Management and Consulting, Invesco Ltd. (2010-2012).</div>
        </td>
      </tr>
      <tr>
        <td style="width: 17.35%; vertical-align: bottom;">&#160;</td>
        <td style="width: 21.46%; vertical-align: bottom;">&#160;</td>
        <td style="width: 22.76%; vertical-align: bottom;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 17.35%; vertical-align: bottom;">&#160;</td>
        <td style="width: 21.46%; vertical-align: bottom;">&#160;</td>
        <td style="width: 22.76%; vertical-align: bottom;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 17.35%; vertical-align: bottom;">&#160;</td>
        <td style="width: 21.46%; vertical-align: bottom;">&#160;</td>
        <td style="width: 22.76%; vertical-align: bottom;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 17.35%; vertical-align: bottom;">&#160;</td>
        <td style="width: 21.46%; vertical-align: bottom;">&#160;</td>
        <td style="width: 22.76%; vertical-align: bottom;">&#160;</td>
      </tr>
      <tr>
        <td colspan="4" style="width: 100%; vertical-align: middle;">&#160;</td>
      </tr>

  </table>
  <div><br>
  </div>
  <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
    <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-family: 'Times New Roman'; font-weight: normal; font-style: normal;">23</font></div>
    <div id="DSPFPageBreak" style="page-break-after: always;">
      <hr noshade="noshade" style="border-width: 0px; clear: both; margin: 4px 0px; width: 100%; height: 2px; color: #000000; background-color: #000000;"></div>
  </div>
  <div>
    <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; border-collapse: collapse; text-align: left; color: #000000;">

        <tr>
          <td style="width: 17.35%; vertical-align: bottom;">
            <div style="font-weight: bold;">Name, Business</div>
          </td>
          <td style="width: 21.46%; vertical-align: bottom;">&#160;</td>
          <td style="width: 22.76%; vertical-align: bottom;">
            <div style="font-weight: bold;">Term of Office<sup style="vertical-align: text-top; line-height: 1; font-size: smaller;">(2)</sup>&#160;and</div>
          </td>
          <td style="width: 38.43%; vertical-align: bottom;">&#160;</td>
        </tr>
        <tr>
          <td style="width: 17.35%; vertical-align: bottom;">
            <div style="font-weight: bold;">Address<sup style="vertical-align: text-top; line-height: 1; font-size: smaller;">(1)</sup>&#160;and</div>
          </td>
          <td style="width: 21.46%; vertical-align: bottom;">
            <div style="font-weight: bold;">Position(s) held</div>
          </td>
          <td style="width: 22.76%; vertical-align: bottom;">
            <div style="font-weight: bold;">Length of Time</div>
          </td>
          <td style="width: 38.43%; vertical-align: bottom;">
            <div style="font-weight: bold;">Principal Occupation</div>
          </td>
        </tr>
        <tr>
          <td style="width: 17.35%; vertical-align: bottom; border-bottom: #000000 2px solid;">
            <div style="font-weight: bold;">Year of Birth</div>
          </td>
          <td style="width: 21.46%; vertical-align: bottom; border-bottom: #000000 2px solid;">
            <div style="font-weight: bold;">with the Fund<br>
            </div>
          </td>
          <td style="width: 22.76%; vertical-align: bottom; border-bottom: #000000 2px solid;">
            <div style="font-weight: bold;">Served</div>
          </td>
          <td style="width: 38.43%; vertical-align: bottom; border-bottom: #000000 2px solid;">
            <div style="font-weight: bold;">During the Past Five Years</div>
          </td>
        </tr>

    </table>
  </div>
  <div><br>
  </div>
  <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; border-collapse: collapse; text-align: left; color: #000000;">

      <tr>
        <td style="width: 17.35%; vertical-align: top;">
          <div>Bryan Stone<br>
            Year of Birth: 1979</div>
        </td>
        <td style="width: 21.46%; vertical-align: top;">
          <div>Vice President</div>
        </td>
        <td style="width: 22.76%; vertical-align: top;">
          <div>Since 2021</div>
        </td>
        <td style="width: 38.43%; vertical-align: top;">
          <div>Current: Vice President, certain other funds in the Fund Complex (2014-present); Managing Director, Guggenheim Investments (2013-present).</div>
          <div> <br>
          </div>
          <div>Former: Senior Vice President, Neuberger Berman Group LLC (2009-2013); Vice President, Morgan Stanley (2002-2009).</div>
        </td>
      </tr>
      <tr>
        <td style="width: 17.35%; vertical-align: bottom;">&#160;</td>
        <td style="width: 21.46%; vertical-align: bottom;">&#160;</td>
        <td style="width: 22.76%; vertical-align: bottom;">&#160;</td>
        <td style="width: 38.43%; vertical-align: bottom;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 17.35%; vertical-align: top;">
          <div>Joanna M. Catalucci<br>
            Year of Birth: 1966</div>
        </td>
        <td style="width: 21.46%; vertical-align: top;">
          <div>Chief Compliance Officer</div>
        </td>
        <td style="width: 22.76%; vertical-align: top;">
          <div>Since 2021</div>
        </td>
        <td style="width: 38.43%; vertical-align: top;">
          <div>Current: Chief Compliance Officer, certain other funds in the Fund Complex (2012-present); Senior Managing Director, Guggenheim Investments (2014-present).</div>
          <div> <br>
          </div>
          <div>Former: Anti-Money Laundering Compliance Officer, certain funds in the Fund Complex (2016-2017); Chief Compliance Officer and Secretary, certain other funds in the Fund Complex (2008-2012); Senior Vice President &amp; Chief Compliance
            Officer, Security Investors, LLC and certain affiliates (2010-2012); Chief Compliance Officer and Senior Vice President, Rydex Advisers, LLC and certain affiliates (2010-2011).</div>
        </td>
      </tr>
      <tr>
        <td style="width: 17.35%; vertical-align: bottom;">&#160;</td>
        <td style="width: 21.46%; vertical-align: bottom;">&#160;</td>
        <td style="width: 22.76%; vertical-align: bottom;">&#160;</td>
        <td style="width: 38.43%; vertical-align: bottom;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 17.35%; vertical-align: bottom;">
          <div>John L. Sullivan</div>
        </td>
        <td style="width: 21.46%; vertical-align: bottom;">
          <div>Chief Financial</div>
        </td>
        <td style="width: 22.76%; vertical-align: bottom;">
          <div>Since 2021</div>
        </td>
        <td rowspan="5" style="width: 38.43%; vertical-align: bottom;">
          <div>Current: CFO, Chief Accounting Officer and Treasurer, certain other funds in the Fund Complex (2010-present); Senior Managing Director, Guggenheim Investments (2010-present).</div>
          <div>&#160;</div>
        </td>
      </tr>
      <tr>
        <td style="width: 17.35%; vertical-align: bottom;">
          <div>Year of birth: 1955</div>
        </td>
        <td style="width: 21.46%; vertical-align: bottom;">
          <div>Officer, Chief</div>
        </td>
        <td style="width: 22.76%; vertical-align: bottom;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 17.35%; vertical-align: bottom;">&#160;</td>
        <td style="width: 21.46%; vertical-align: bottom;">
          <div>Accounting Officer</div>
        </td>
        <td style="width: 22.76%; vertical-align: bottom;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 17.35%; vertical-align: bottom;">&#160;</td>
        <td style="width: 21.46%; vertical-align: bottom;">
          <div>and Treasurer</div>
        </td>
        <td style="width: 22.76%; vertical-align: bottom;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 17.35%; vertical-align: bottom;">&#160;</td>
        <td style="width: 21.46%; vertical-align: bottom;">&#160;</td>
        <td style="width: 22.76%; vertical-align: bottom;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 17.35%; vertical-align: bottom;">&#160;</td>
        <td style="width: 21.46%; vertical-align: bottom;">&#160;</td>
        <td style="width: 22.76%; vertical-align: bottom;">&#160;</td>
        <td rowspan="3" style="width: 38.43%; vertical-align: top;">
          <div>Former: Managing Director and CCO, each of the funds in the Van Kampen Investments fund complex (2004-2010); Managing Director and Head of Fund Accounting and Administration, Morgan Stanley Investment Management (2002-2004); CFO and
            Treasurer, Van Kampen Funds (1996-2004).</div>
        </td>
      </tr>
      <tr>
        <td style="width: 17.35%; vertical-align: bottom;">&#160;</td>
        <td style="width: 21.46%; vertical-align: bottom;">&#160;</td>
        <td style="width: 22.76%; vertical-align: bottom;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 17.35%; vertical-align: bottom;">&#160;</td>
        <td style="width: 21.46%; vertical-align: bottom;">&#160;</td>
        <td style="width: 22.76%; vertical-align: bottom;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 17.35%; vertical-align: middle;">&#160;</td>
        <td style="width: 21.46%; vertical-align: middle;">&#160;</td>
        <td style="width: 22.76%; vertical-align: middle;">&#160;</td>
        <td style="width: 38.43%; vertical-align: middle;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 17.35%; vertical-align: bottom;">
          <div>Mark E. Mathiasen</div>
        </td>
        <td style="width: 21.46%; vertical-align: bottom;">
          <div>Secretary</div>
        </td>
        <td style="width: 22.76%; vertical-align: bottom;">
          <div>Since 2021</div>
        </td>
        <td rowspan="4" style="width: 38.43%; vertical-align: top;">
          <div>Current: Secretary, certain other funds in the Fund Complex (2007-present); Managing Director, Guggenheim Investments (2007-present).</div>
        </td>
      </tr>
      <tr>
        <td style="width: 17.35%; vertical-align: bottom;">
          <div>Year of birth: 1978</div>
        </td>
        <td style="width: 21.46%; vertical-align: bottom;">&#160;</td>
        <td style="width: 22.76%; vertical-align: bottom;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 17.35%; vertical-align: bottom;">&#160;</td>
        <td style="width: 21.46%; vertical-align: bottom;">&#160;</td>
        <td style="width: 22.76%; vertical-align: bottom;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 17.35%; vertical-align: bottom;">&#160;</td>
        <td style="width: 21.46%; vertical-align: bottom;">&#160;</td>
        <td style="width: 22.76%; vertical-align: bottom;">&#160;</td>
      </tr>
      <tr>
        <td colspan="4" style="vertical-align: middle;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 17.35%; vertical-align: bottom;">
          <div>Michael P. Megaris</div>
        </td>
        <td style="width: 21.46%; vertical-align: bottom;">
          <div style="text-indent: 0.05pt;">Assistant Secretary</div>
        </td>
        <td style="width: 22.76%; vertical-align: bottom;">
          <div>Since 2021</div>
        </td>
        <td rowspan="4" style="width: 38.43%; vertical-align: top;">
          <div>Current: Assistant Secretary, certain other funds in the Fund Complex (2014- present); Director, Guggenheim Investments (2012-present).</div>
        </td>
      </tr>
      <tr>
        <td style="width: 17.35%; vertical-align: bottom;">
          <div>Year of Birth: 1984</div>
        </td>
        <td style="width: 21.46%; vertical-align: bottom;">&#160;</td>
        <td style="width: 22.76%; vertical-align: bottom;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 17.35%; vertical-align: bottom;">&#160;</td>
        <td style="width: 21.46%; vertical-align: bottom;">&#160;</td>
        <td style="width: 22.76%; vertical-align: bottom;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 17.35%; vertical-align: bottom;">&#160;</td>
        <td style="width: 21.46%; vertical-align: bottom;">&#160;</td>
        <td style="width: 22.76%; vertical-align: bottom;">&#160;</td>
      </tr>
      <tr>
        <td colspan="4" style="vertical-align: middle;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 17.35%; vertical-align: bottom;">
          <div>James M. Howley</div>
        </td>
        <td style="width: 21.46%; vertical-align: bottom;">
          <div>Assistant Treasurer</div>
        </td>
        <td style="width: 22.76%; vertical-align: bottom;">
          <div>Since 2021</div>
        </td>
        <td rowspan="5" style="width: 38.43%; vertical-align: top;">
          <div>Current: Managing Director, Guggenheim Investments (2004-present); Assistant Treasurer, certain other funds in the Fund Complex (2006-present).</div>
        </td>
      </tr>
      <tr>
        <td style="width: 17.35%; vertical-align: bottom;">
          <div>Year of birth: 1972</div>
        </td>
        <td style="width: 21.46%; vertical-align: bottom;">&#160;</td>
        <td style="width: 22.76%; vertical-align: bottom;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 17.35%; vertical-align: bottom;">&#160;</td>
        <td style="width: 21.46%; vertical-align: bottom;">&#160;</td>
        <td style="width: 22.76%; vertical-align: bottom;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 17.35%; vertical-align: bottom;">&#160;</td>
        <td style="width: 21.46%; vertical-align: bottom;">&#160;</td>
        <td style="width: 22.76%; vertical-align: bottom;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 17.35%; vertical-align: bottom;">&#160;</td>
        <td style="width: 21.46%; vertical-align: bottom;">&#160;</td>
        <td style="width: 22.76%; vertical-align: bottom;">&#160;</td>
      </tr>

  </table>
  <div><br>
  </div>
  <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
    <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-family: 'Times New Roman'; font-weight: normal; font-style: normal;">24</font></div>
    <div id="DSPFPageBreak" style="page-break-after: always;">
      <hr noshade="noshade" style="border-width: 0px; clear: both; margin: 4px 0px; width: 100%; height: 2px; color: #000000; background-color: #000000;"></div>
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  <div>
    <div>
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          <tr>
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            </td>
            <td style="width: 21.46%; vertical-align: bottom;">&#160;</td>
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              <div style="font-weight: bold;">Term of Office<sup style="vertical-align: text-top; line-height: 1; font-size: smaller;">(2)</sup>&#160;and</div>
            </td>
            <td style="width: 38.43%; vertical-align: bottom;">&#160;</td>
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          <tr>
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              <div style="font-weight: bold;">Position(s) held</div>
            </td>
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          </tr>
          <tr>
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              <div style="font-weight: bold;">with the Fund<br>
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            <td style="width: 22.76%; vertical-align: bottom; border-bottom: #000000 2px solid;">
              <div style="font-weight: bold;">Served</div>
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              <div style="font-weight: bold;">During the Past Five Years</div>
            </td>
          </tr>

      </table>
    </div>
  </div>
  <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; border-collapse: collapse; text-align: left; color: #000000;">

      <tr>
        <td style="width: 17.35%; vertical-align: bottom;">&#160;</td>
        <td style="width: 21.46%; vertical-align: bottom;">&#160;</td>
        <td style="width: 22.76%; vertical-align: bottom;">&#160;</td>
        <td rowspan="3" style="width: 38.43%; vertical-align: bottom;">
          <div>Former: Manager of Mutual Fund Administration, Van Kampen Investments, Inc. (1996-2004).</div>
        </td>
      </tr>
      <tr>
        <td style="width: 17.35%; vertical-align: bottom;">&#160;</td>
        <td style="width: 21.46%; vertical-align: bottom;">&#160;</td>
        <td style="width: 22.76%; vertical-align: bottom;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 17.35%; vertical-align: bottom;">&#160;</td>
        <td style="width: 21.46%; vertical-align: bottom;">&#160;</td>
        <td style="width: 22.76%; vertical-align: bottom;">&#160;</td>
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      <tr>
        <td colspan="4" style="vertical-align: middle;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 17.35%; vertical-align: bottom;">
          <div>Kimberly J. Scott</div>
        </td>
        <td style="width: 21.46%; vertical-align: bottom;">
          <div>Assistant Treasurer</div>
        </td>
        <td style="width: 22.76%; vertical-align: bottom;">
          <div>Since 2021</div>
        </td>
        <td rowspan="4" style="width: 38.43%; vertical-align: bottom;">
          <div>Current: Director, Guggenheim Investments (2012-present); Assistant Treasurer, certain other funds in the Fund Complex (2012-present).</div>
        </td>
      </tr>
      <tr>
        <td style="width: 17.35%; vertical-align: bottom;">
          <div>Year of birth: 1974</div>
        </td>
        <td style="width: 21.46%; vertical-align: bottom;">&#160;</td>
        <td style="width: 22.76%; vertical-align: bottom;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 17.35%; vertical-align: bottom;">&#160;</td>
        <td style="width: 21.46%; vertical-align: bottom;">&#160;</td>
        <td style="width: 22.76%; vertical-align: bottom;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 17.35%; vertical-align: bottom;">&#160;</td>
        <td style="width: 21.46%; vertical-align: bottom;">&#160;</td>
        <td style="width: 22.76%; vertical-align: bottom;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 17.35%; vertical-align: middle;">&#160;</td>
        <td style="width: 21.46%; vertical-align: middle;">&#160;</td>
        <td style="width: 22.76%; vertical-align: middle;">&#160;</td>
        <td style="width: 38.43%; vertical-align: middle;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 17.35%; vertical-align: bottom;">&#160;</td>
        <td style="width: 21.46%; vertical-align: bottom;">&#160;</td>
        <td style="width: 22.76%; vertical-align: bottom;">&#160;</td>
        <td rowspan="7" style="width: 38.43%; vertical-align: bottom;">
          <div>Former: Financial Reporting Manager, Invesco, Ltd. (2010-2011); Vice President/Assistant Treasurer of Mutual Fund Administration, Van Kampen Investments, Inc./Morgan Stanley Investment Management (2009-2010); Manager of Mutual Fund
            Administration, Van Kampen Investments, Inc./Morgan Stanley Investment Management (2005-2009).</div>
        </td>
      </tr>
      <tr>
        <td style="width: 17.35%; vertical-align: bottom;">&#160;</td>
        <td style="width: 21.46%; vertical-align: bottom;">&#160;</td>
        <td style="width: 22.76%; vertical-align: bottom;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 17.35%; vertical-align: bottom;">&#160;</td>
        <td style="width: 21.46%; vertical-align: bottom;">&#160;</td>
        <td style="width: 22.76%; vertical-align: bottom;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 17.35%; vertical-align: bottom;">&#160;</td>
        <td style="width: 21.46%; vertical-align: bottom;">&#160;</td>
        <td style="width: 22.76%; vertical-align: bottom;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 17.35%; vertical-align: bottom;">&#160;</td>
        <td style="width: 21.46%; vertical-align: bottom;">&#160;</td>
        <td style="width: 22.76%; vertical-align: bottom;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 17.35%; vertical-align: bottom;">&#160;</td>
        <td style="width: 21.46%; vertical-align: bottom;">&#160;</td>
        <td style="width: 22.76%; vertical-align: bottom;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 17.35%; vertical-align: bottom;">&#160;</td>
        <td style="width: 21.46%; vertical-align: bottom;">&#160;</td>
        <td style="width: 22.76%; vertical-align: bottom;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 17.35%; vertical-align: middle;">&#160;</td>
        <td style="width: 21.46%; vertical-align: middle;">&#160;</td>
        <td style="width: 22.76%; vertical-align: middle;">&#160;</td>
        <td style="width: 38.43%; vertical-align: middle;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 17.35%; vertical-align: top;">
          <div>Glen McWhinnie<br>
            Year of Birth: 1969</div>
        </td>
        <td style="width: 21.46%; vertical-align: top;">
          <div>Assistant Treasurer</div>
        </td>
        <td style="width: 22.76%; vertical-align: top;">
          <div>Since 2021</div>
        </td>
        <td style="width: 38.43%; vertical-align: top;">
          <div>Current: Vice President, Guggenheim Investments (2009-present); Assistant Treasurer, certain other funds in the Fund Complex (2016-present).</div>
          <div> <br>
          </div>
        </td>
      </tr>
      <tr>
        <td style="width: 17.35%; vertical-align: top;">
          <div>Jon Szafran</div>
          <div>Year of birth: 1989</div>
        </td>
        <td style="width: 21.46%; vertical-align: top;">
          <div>Assistant Treasurer</div>
        </td>
        <td style="width: 22.76%; vertical-align: top;">
          <div>Since 2021</div>
        </td>
        <td style="width: 38.43%; vertical-align: top;">
          <div>Current: Vice President, Guggenheim Investments (2017-present); Assistant Treasurer, certain other funds in the Fund Complex (2017-present).</div>
          <div> <br>
          </div>
          <div>Former: Assistant Treasurer of Henderson Global Funds and Manager of US Fund Administration, Henderson Global Investors (North America) Inc. (&#8220;HGINA&#8221;) (2017); Senior Analyst of US Fund Administration, HGINA (2014-2017); Senior Associate of
            Fund Administration, Cortland Capital Market Services, LLC (2013-2014); Experienced Associate, PricewaterhouseCoopers LLP (2012-2013).</div>
          <div>&#160;</div>
        </td>
      </tr>

  </table>
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      <tr>
        <td style="width: 4.5pt;"><br>
        </td>
        <td style="width: 22.5pt; vertical-align: top; align: right;">(1)</td>
        <td style="width: auto; vertical-align: top;">
          <div>The business address of each officer is c/o Guggenheim Investments, 227 West Monroe Street, Chicago, Illinois 60606.</div>
        </td>
      </tr>

  </table>
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      <tr>
        <td style="width: 4.5pt;"><br>
        </td>
        <td style="width: 22.5pt; vertical-align: top; align: right;">(2)</td>
        <td style="width: auto; vertical-align: top;">
          <div>Each officer serves at the pleasure of the Board and until his or her successor is appointed and qualified or until his or her resignation or removal.</div>
        </td>
      </tr>

  </table>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman'; font-weight: bold;">Board Leadership Structure</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">The&#160;primary responsibility of the Board is to represent the interests of the Fund and to provide oversight of the management of the Fund. The Fund&#8217;s day-to-day operations
    are managed by the Adviser and other service providers who have been approved by the Board. The Board is currently comprised of seven Trustees, five of whom</div>
  <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
    <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-family: 'Times New Roman'; font-weight: normal; font-style: normal;">25</font></div>
    <div id="DSPFPageBreak" style="page-break-after: always;">
      <hr noshade="noshade" style="border-width: 0px; clear: both; margin: 4px 0px; width: 100%; height: 2px; color: #000000; background-color: #000000;"></div>
  </div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';">(including the chairperson) are Independent Trustees. Generally, the Board acts by majority vote of all the Trustees, including a majority vote of the Independent Trustees if required by
    applicable law.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">&#160;&#160;&#160;&#160;&#160;The Board has appointed an Independent Chair, Ronald E. Toupin, Jr., who presides at Board meetings and who is responsible for, among other things, participating in
    the planning of Board meetings, setting the tone of Board meetings and seeking to encourage open dialogue and independent inquiry among the Trustees and management. In addition, the Independent Chair acts as a liaison with officers, counsel and other
    Trustees between meetings of the Board. The Independent Chair may also perform such other functions as may be delegated by the Board from time to time. The Board has established five standing committees (as described below) and has delegated certain
    responsibilities to those committees, each of which is comprised solely of Independent Trustees. The Board and its committees meet periodically throughout the year to oversee the Fund&#8217;s activities, including through the review of the Fund&#8217;s contractual
    arrangements with service providers and the Fund&#8217;s financial statements, compliance with regulatory requirements, and performance. The Board may also establish informal working groups from time to time to review and address the policies and practices
    of the Fund or the Board with respect to certain specified matters. The Independent Trustees are advised by independent legal counsel experienced in Investment Company Act of 1940 (&#8220;1940 Act&#8221;) matters and are represented by such independent legal
    counsel at Board and committee meetings. The Board has determined that this leadership structure, including an Independent Chair, a supermajority of Independent Trustees and committee membership limited to Independent Trustees, is appropriate in light
    of the characteristics and circumstances of the Fund because it allocates responsibilities among the Committees and the Board in a manner that further enhances effective oversight. The Board considered, among other things: the number of portfolios that
    comprise the Guggenheim Family of Funds overseen by members of the Board; the variety of asset classes those portfolios include; the net assets of the Fund and the Guggenheim Family of Funds; and the management, distribution and other service
    arrangements of the Fund and the Guggenheim Family of Funds. The Board may at any time and in its discretion change this leadership structure.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman'; font-weight: bold;">Board Committees</div>
  <div>
    <div style="text-align: justify; text-indent: 36pt; margin-top: 3pt; margin-bottom: 3pt; font-family: 'Times New Roman';">The Trustees have determined that the efficient conduct of the Fund&#8217;s affairs makes it desirable to delegate responsibility for
      certain specific matters to committees of the Board. The committees meet as often as necessary, either in conjunction with regular meetings of the Trustees or otherwise. The committees of the Board are the Executive Committee, the Nominating and
      Governance Committee, the Audit Committee, the Contracts Review Committee and the Valuation Oversight Committee.</div>
  </div>
  <div style="text-indent: 18pt; margin-top: 10pt; margin-bottom: 10pt; font-family: 'Times New Roman';"><font style="font-style: italic;">Executive Committee. </font>The Board has an Executive Committee, which is composed of Sandra G. Sponem and Ronald
    E. Toupin, Jr., each an Independent Trustee. In between meetings of the full Board, the Executive Committee generally may exercise all the powers of the full Board in the management of the business of the Funds. Mr. Toupin serves as Chair of the
    Executive Committee. However, the Executive Committee cannot, among other things, authorize dividends or distributions on shares, amend the bylaws or recommend to the shareholders any action which requires shareholder approval.</div>
  <div style="text-indent: 18pt; margin-top: 10pt; margin-bottom: 10pt; font-family: 'Times New Roman';"><font style="font-style: italic;">Nominating and Governance Committee. </font>The Board has a Nominating and Governance Committee, which is composed
    of Randall C. Barnes, Angela Brock-Kyle, Thomas F. Lydon, Jr., Ronald A. Nyberg, Sandra G. Sponem, and Ronald E. Toupin, Jr., each of whom, with the exception of Mr. Nyberg, is an Independent Trustee and is &#8220;independent&#8221; as defined by NYSE listing
    standards. Mr. Nyberg serves as Chair of the Nominating and Governance Committee.</div>
  <div style="text-indent: 18pt; margin-top: 10pt; margin-bottom: 10pt; font-family: 'Times New Roman';">The purpose of the Nominating and Governance Committee is to review matters pertaining to the composition, committees, and operations of the Board. As
    part of its duties, the Nominating and Governance Committee makes recommendations to the full Board with respect to qualified candidates for the Board in the event that a position is vacated or created. The Nominating and Governance Committee will
    consider Trustee candidates recommended by shareholders. In considering candidates submitted by shareholders, the Nominating and Governance Committee will take into consideration the needs of the Board and the qualifications of the candidate. To have a
    candidate considered by the Nominating and Governance Committee, a shareholder must submit the recommendation in writing and must include the information required by the procedures for shareholders to Submit Nominee Candidates, which are set forth as
    Appendix B to the Fund&#8217;s Nominating and Governance Committee Charter. The shareholder recommendation must be sent to the Fund&#8217;s Secretary, c/o Guggenheim Funds Investment Advisors, LLC, 227 West Monroe Street, Chicago, Illinois 60606. Additional
    requirements and procedures relating to shareholder submissions of such candidates are set forth in the Fund&#8217;s By-Laws, which are available on www.sec.gov. The Board does not have a standing compensation committee.<br>
    <br>
  </div>
  <div style="text-indent: 18pt; margin-right: 10.8pt; margin-top: 10pt; margin-bottom: 10pt; font-family: 'Times New Roman';"></div>
  <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
    <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-family: 'Times New Roman'; font-weight: normal; font-style: normal;">26</font></div>
    <div id="DSPFPageBreak" style="page-break-after: always;">
      <hr noshade="noshade" style="border-width: 0px; clear: both; margin: 4px 0px; width: 100%; height: 2px; color: #000000; background-color: #000000;"></div>
  </div>
  <div style="text-indent: 18pt; margin-right: 10.8pt; margin-top: 10pt; margin-bottom: 10pt; font-family: 'Times New Roman';"><font style="font-style: italic;">Audit Committee. </font>The Board has an Audit Committee, which is composed of Randall C.
    Barnes, Angela Brock-Kyle, Thomas F. Lydon, Jr., Ronald A. Nyberg, Sandra G. Sponem, and Ronald E. Toupin, Jr., each of whom, with the exception of Mr. Nyberg, is an Independent Trustee and is &#8220;independent&#8221; as defined by NYSE listing standards. Ms.
    Sponem serves as Chair of the Audit Committee.</div>
  <div style="text-indent: 18pt; margin-right: 10.8pt; margin-top: 10pt; margin-bottom: 10pt; font-family: 'Times New Roman';">The Audit Committee is generally responsible for certain oversight matters, such as reviewing the Fund&#8217;s systems for accounting,
    financial reporting and internal controls and, as appropriate, the internal controls of certain service providers, overseeing the integrity of the Fund&#8217;s financial statements (and the audit thereof), as well as the qualifications, independence and
    performance of the Fund&#8217;s independent registered public accounting firm. The Audit Committee is also responsible for recommending to the Board the appointment, retention and termination of the Fund&#8217;s independent registered public accounting firm and
    acting as a liaison between the Board and the Fund&#8217;s independent registered public accounting firm.</div>
  <div style="text-indent: 18pt; margin-right: 3.6pt; margin-top: 10pt; margin-bottom: 10pt; font-family: 'Times New Roman';"><font style="font-style: italic;">Contracts Review Committee. </font>The Board has a Contracts Review Committee, which is
    composed of Randall C. Barnes, Angela Brock-Kyle, Thomas F. Lydon, Jr., Ronald A. Nyberg, Sandra G. Sponem, and Ronald E. Toupin, Jr., each of whom, with the exception of Mr. Nyberg, is an Independent Trustee. Mr. Lydon serves as Chair of the Contracts
    Review Committee. The purpose of the Contracts Review Committee is to assist the Board in overseeing the evaluation of certain contracts to which the Fund is or is proposed to be a party to ensure that the interests of the Fund and its shareholders are
    served by the terms of these contracts. The Committee&#8217;s primary function is to oversee the process of evaluating existing investment advisory and subadvisory agreements, administration agreements and distribution agreements. In addition, at its
    discretion or at the request of the Board, the Committee reviews and makes recommendations to the Board with respect to any contract to which the Fund is or is proposed to be a party.</div>
  <div style="text-indent: 18pt; margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-style: italic;">Valuation Oversight Committee. </font>The Board has a Valuation Oversight Committee, which is composed of Randall C. Barnes, Angela
    Brock-Kyle, and Sandra G. Sponem, each of whom, with the exception of Mr. Nyberg, is an Independent Trustee. Mr. Barnes serves as Chair of the Valuation Oversight Committee. The Valuation Oversight Committee assists the Board in overseeing the
    activities of Guggenheim&#8217;s Valuation Committee and the valuation of securities and other assets held by the Fund. Duties of the Valuation Oversight Committee include reviewing the Fund&#8217;s valuation procedures, evaluating pricing services that are being
    used for the Fund, and receiving reports relating to actions taken by Guggenheim&#8217;s Valuation Committee.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman'; font-weight: bold;">Board&#8217;s Role in Risk Oversight</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">The day-to-day business of the Fund, including the day-to-day management and administration of the Fund and of the risks that arise from the Fund&#8217;s investments and
    operations, is performed by third-party service providers, primarily the Adviser or its affiliates. Consistent with its responsibility for oversight of the Fund, the Board is responsible for overseeing the service providers and thus, has oversight
    responsibility with respect to the risk management functions performed by those service providers. Risks to the Fund include, among others, investment risk, credit risk, valuation risk, compliance risk and operational risk, as well as the overall
    business risk relating to the Fund. The risk management function seeks to identify and mitigate the potential effects of risks, i.e., events or circumstances that could have material adverse effects on the business, operations, investment performance
    or reputation of the Fund. Under the oversight of the Board, the service providers to the Fund employ a variety of processes, procedures and controls to seek to identify risks relevant to the operations of the Fund and to lessen the probability of the
    occurrence of such risks and/or to mitigate the effects of such events or circumstances if they do occur. Each service provider is responsible for one or more discrete aspects of the Fund&#8217;s business and consequently, for managing risks associated with
    that activity. Each of the Adviser and other service providers has its own independent interest in risk management, and its policies and methods of carrying out risk management functions will depend, in part, on its analysis of the risks, functions and
    business models. Accordingly, Board oversight of different types of risks may be handled in different ways. As part of the Board&#8217;s periodic review of the Fund&#8217;s advisory and other service provider agreements, the Board may consider risk management
    aspects of the service providers&#8217; operations and the functions for which they are responsible.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">The Board oversees risk management for the Fund directly and through the committee structure it has established. The Board has established the Audit Committee, the
    Nominating and Governance Committee, the Contracts Review Committee and the Valuation Oversight Committee to assist in its oversight functions, including its oversight of the risks the Fund faces. For instance, the Audit Committee receives reports from
    the Fund&#8217;s independent registered public accounting firm on internal control and financial reporting matters. In addition, the Board has established an Executive Committee to act on the Board&#8217;s behalf, to the extent permitted and as necessary, in
    between </div>
  <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
    <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-family: 'Times New Roman'; font-weight: normal; font-style: normal;">27</font></div>
    <div id="DSPFPageBreak" style="page-break-after: always;">
      <hr noshade="noshade" style="border-width: 0px; clear: both; margin: 4px 0px; width: 100%; height: 2px; color: #000000; background-color: #000000;"></div>
  </div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';">meetings of the Board. Each committee reports its activities to the Board on a regular basis. The Board also oversees the risk management of the Fund&#8217;s operations by requesting periodic
    reports from and otherwise communicating with various personnel of the Fund and its service providers, including, in particular, the Fund&#8217;s Chief Compliance Officer, its independent registered public accounting firm and Guggenheim Investments&#8217; Chief
    Risk Officer and internal auditors for the Adviser or its affiliates, as applicable. In this connection, the Board requires officers of the Fund to report a variety of matters at regular and special meetings of the Board and its committees, as
    applicable, including matters relating to risk management. On at least a quarterly basis, the Board meets with the Fund&#8217;s Chief Compliance Officer, including separate meetings with the Independent Trustees in executive session, to discuss compliance
    matters and, on at least an annual basis, receives a report from the Chief Compliance Officer regarding the adequacy of the policies and procedures of the Fund and certain service providers and the effectiveness of their implementation. The Board, with
    the assistance of Fund management, reviews investment policies and risks in connection with its review of the Fund&#8217;s performance. In addition, the Board receives reports from the Adviser and Sub-Adviser, as applicable, on the investments and securities
    trading of the Fund. With respect to valuation, the Valuation Oversight Committee oversees a pricing committee comprised of Fund officers and personnel of the Adviser. The Board has approved valuation procedures applicable to valuing the Fund&#8217;s
    securities and other assets, which the Valuation Oversight Committee and the Audit Committee periodically review. The Board also requires each Adviser and Sub-Adviser, as applicable, to report to the Board on other matters relating to risk management
    on a regular and as-needed basis.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">The Board recognizes that not all risks that may affect the Fund can be identified, that it may not be practical or cost-effective to eliminate or mitigate certain risks,
    that it may be necessary to bear certain risks (such as investment-related risks) to seek to achieve the Fund&#8217;s investment objectives, and that the processes, procedures and controls employed to address certain risks may be limited in their
    effectiveness. As part of its oversight function, the Board receives and reviews various risk management reports and assessments and discusses these matters with appropriate management and other personnel. Moreover, despite the periodic reports the
    Board receives, it may not be made aware of all of the relevant information of a particular risk. Most of the Fund&#8217;s investment management and business affairs are carried out by or through the Adviser or its affiliates and other service providers,
    most of whom employ professional personnel who have risk management responsibilities and each of whom has an independent interest in risk management, which interest could differ from or conflict with that of the other funds that are advised by Adviser.
    The role of the Board and of any individual Trustee is one of oversight and not of management of the day-to-day affairs of the Fund and its oversight role does not make the Board a guarantor of the Fund&#8217;s investments, operations or activities. As a
    result of the foregoing and other factors, the Board&#8217;s risk management oversight is subject to limitations. The Board may at any time and in its discretion change how it administers its risk oversight function.</div>
  <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
    <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-family: 'Times New Roman'; font-weight: normal; font-style: normal;">28</font></div>
    <div id="DSPFPageBreak" style="page-break-after: always;">
      <hr noshade="noshade" style="border-width: 0px; clear: both; margin: 4px 0px; width: 100%; height: 2px; color: #000000; background-color: #000000;"></div>
  </div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman'; font-weight: bold;">Remuneration of Trustees and Officers</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">The Independent Trustees of the Fund receive from the Fund Complex a general annual retainer for service on covered boards. Additional annual retainer fees are paid to:
    the Independent Chair of the Board; the Chair (and Vice Chair, if any) of each of the Audit Committee, the Contracts Review Committee, and the Nominating and Governance Committee; and each member of the Valuation Oversight Committee. In addition, fees
    are paid for special Board or Committee meetings, whether telephonic or in-person. No per meeting fee applies to meetings of the Valuation Oversight Committee. The Fund also reimburses each Independent Trustee for reasonable travel and other
    out-of-pocket expenses incurred in attending in-person meetings, which are not included in the compensation amounts shown below. The Fund pays proportionately its respective share of Independent Trustees&#8217; fees and expenses based in part on a per capita
    allocation and in part based on relative net assets. Mr. Ronald A. Nyberg will receive the same remuneration from the Fund as the Independent Trustees, as described above, although Mr. Nyberg is currently deemed to be an &#8220;interested person&#8221; of the Fund
    under the 1940 Act by reason of his beneficial ownership of securities issued by one of the Fund&#8217;s principal underwriters.<br>
  </div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">The Trustees did not accrue any pension or retirement benefits as part of Fund expenses, nor will they receive any annual benefits upon retirement. The Trustees also did
    not accrue any deferred compensation nor is any amount of deferred compensation payable by the Fund. The following table sets forth the compensation paid to each Independent Trustee by the Fund during its most recent fiscal year and the total
    compensation paid to each Independent Trustee by Funds in the Fund Complex during the most recently completed calendar year.</div>
  <div style="margin-bottom: 6pt;"><br>
  </div>
  <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; border-collapse: collapse; text-align: left; color: #000000;" id="zeac5390648a54e14a0fd7170b9cb58cc">

      <tr>
        <td style="width: 23.72%; vertical-align: bottom;">&#160;</td>
        <td style="width: 18.56%; vertical-align: bottom;">&#160;</td>
        <td style="width: 21.65%; vertical-align: bottom;">
          <div style="font-weight: bold;">Pension or Retirement</div>
        </td>
        <td style="width: 17.52%; vertical-align: bottom;">&#160;</td>
        <td style="width: 18.56%; vertical-align: bottom;">
          <div style="font-weight: bold;">Total Compensation</div>
        </td>
      </tr>
      <tr>
        <td style="width: 23.72%; vertical-align: bottom;">&#160;</td>
        <td style="width: 18.56%; vertical-align: bottom;">
          <div style="font-weight: bold;">Aggregate</div>
        </td>
        <td style="width: 21.65%; vertical-align: bottom;">
          <div style="font-weight: bold;">Benefits Accrued</div>
        </td>
        <td style="width: 17.52%; vertical-align: bottom;">
          <div style="font-weight: bold;">Estimated Annual</div>
        </td>
        <td style="width: 18.56%; vertical-align: bottom;">
          <div style="font-weight: bold;">from the Fund and</div>
        </td>
      </tr>
      <tr>
        <td style="width: 23.72%; vertical-align: bottom;">&#160;</td>
        <td style="width: 18.56%; vertical-align: bottom;">
          <div style="font-weight: bold;">Compensation</div>
        </td>
        <td style="width: 21.65%; vertical-align: bottom;">
          <div style="font-weight: bold;">as Part of</div>
        </td>
        <td style="width: 17.52%; vertical-align: bottom;">
          <div style="font-weight: bold;">Benefits Upon</div>
        </td>
        <td style="width: 18.56%; vertical-align: bottom;">
          <div style="font-weight: bold;">Fund Complex</div>
        </td>
      </tr>
      <tr>
        <td style="width: 23.72%; vertical-align: bottom; border-bottom: #000000 2px solid;">
          <div style="font-weight: bold;">Name<sup style="vertical-align: text-top; line-height: 1; font-size: smaller;">(1)</sup></div>
        </td>
        <td style="width: 18.56%; vertical-align: bottom; border-bottom: #000000 2px solid;">
          <div style="font-weight: bold;">from the Fund<sup style="vertical-align: text-top; line-height: 1; font-size: smaller;">(2)</sup></div>
        </td>
        <td style="width: 21.65%; vertical-align: bottom; border-bottom: #000000 2px solid;">
          <div style="font-weight: bold;">Fund Expenses<sup style="vertical-align: text-top; line-height: 1; font-size: smaller;">(3)</sup></div>
        </td>
        <td style="width: 17.52%; vertical-align: bottom; border-bottom: #000000 2px solid;">
          <div style="font-weight: bold;">Retirement<sup style="vertical-align: text-top; line-height: 1; font-size: smaller;">(3)</sup></div>
        </td>
        <td style="width: 18.56%; vertical-align: bottom; border-bottom: #000000 2px solid;">
          <div style="font-weight: bold;">Paid to Trustee<sup style="vertical-align: text-top; line-height: 1; font-size: smaller;">(4)</sup></div>
        </td>
      </tr>
      <tr>
        <td style="width: 23.72%; vertical-align: bottom; background-color: rgb(204, 238, 255);">
          <div style="font-weight: bold;">Independent Trustees:</div>
        </td>
        <td style="width: 18.56%; vertical-align: bottom; background-color: rgb(204, 238, 255);">&#160;</td>
        <td style="width: 21.65%; vertical-align: bottom; background-color: rgb(204, 238, 255);">&#160;</td>
        <td style="width: 17.52%; vertical-align: bottom; background-color: rgb(204, 238, 255);">&#160;</td>
        <td style="width: 18.56%; vertical-align: bottom; background-color: rgb(204, 238, 255);">&#160;</td>
      </tr>
      <tr>
        <td style="width: 23.72%; vertical-align: bottom;">
          <div>Randall C. Barnes</div>
        </td>
        <td style="width: 18.56%; vertical-align: top;">
          <div style="text-indent: 10.65pt;"> $3,399 </div>
        </td>
        <td style="width: 21.65%; vertical-align: bottom;">
          <div style="text-align: center;">None</div>
        </td>
        <td style="width: 17.52%; vertical-align: bottom;">
          <div style="text-align: center;">None</div>
        </td>
        <td style="width: 18.56%; vertical-align: bottom;">
          <div style="text-indent: 16.95pt;">$412,403</div>
        </td>
      </tr>
      <tr>
        <td style="width: 23.72%; vertical-align: bottom; background-color: rgb(204, 238, 255);">
          <div>Angela Brock-Kyle</div>
        </td>
        <td style="width: 18.56%; vertical-align: top; background-color: rgb(204, 238, 255);">
          <div style="text-indent: 10.65pt;"> $3,216 </div>
        </td>
        <td style="width: 21.65%; vertical-align: bottom; background-color: rgb(204, 238, 255);">
          <div style="text-align: center;">None</div>
        </td>
        <td style="width: 17.52%; vertical-align: bottom; background-color: rgb(204, 238, 255);">
          <div style="text-align: center;">None</div>
        </td>
        <td style="width: 18.56%; vertical-align: bottom; background-color: rgb(204, 238, 255);">
          <div style="text-indent: 16.95pt;">$329,510</div>
        </td>
      </tr>
      <tr>
        <td style="width: 23.72%; vertical-align: bottom;">
          <div>Thomas Lydon, Jr.</div>
        </td>
        <td style="width: 18.56%; vertical-align: top;">
          <div style="text-indent: 10.65pt;"> $3,308 </div>
        </td>
        <td style="width: 21.65%; vertical-align: bottom;">
          <div style="text-align: center;">None</div>
        </td>
        <td style="width: 17.52%; vertical-align: bottom;">
          <div style="text-align: center;">None</div>
        </td>
        <td style="width: 18.56%; vertical-align: bottom;">
          <div style="text-indent: 16.95pt;">$332,510</div>
        </td>
      </tr>
      <tr>
        <td style="width: 23.72%; vertical-align: bottom; background-color: rgb(204, 238, 255);">
          <div>Sandra G. Sponem</div>
        </td>
        <td style="width: 18.56%; vertical-align: top; background-color: rgb(204, 238, 255);">
          <div style="text-indent: 10.65pt;"> $3,583 </div>
        </td>
        <td style="width: 21.65%; vertical-align: bottom; background-color: rgb(204, 238, 255);">
          <div style="text-align: center;">None</div>
        </td>
        <td style="width: 17.52%; vertical-align: bottom; background-color: rgb(204, 238, 255);">
          <div style="text-align: center;">None</div>
        </td>
        <td style="width: 18.56%; vertical-align: bottom; background-color: rgb(204, 238, 255);">
          <div style="text-indent: 16.95pt;">$361,647</div>
        </td>
      </tr>
      <tr>
        <td style="width: 23.72%; vertical-align: bottom;">
          <div>Ronald E. Toupin, Jr.</div>
        </td>
        <td style="width: 18.56%; vertical-align: top;">
          <div style="text-indent: 10.65pt;"> $4,043 </div>
        </td>
        <td style="width: 21.65%; vertical-align: bottom;">
          <div style="text-align: center;">None</div>
        </td>
        <td style="width: 17.52%; vertical-align: bottom;">
          <div style="text-align: center;">None</div>
        </td>
        <td style="width: 18.56%; vertical-align: bottom;">
          <div style="text-indent: 16.95pt;">$410,795</div>
        </td>
      </tr>
      <tr>
        <td style="width: 23.72%; vertical-align: bottom; background-color: rgb(204, 238, 255);" rowspan="1">
          <div style="font-weight: bold;">Interested Trustees:</div>
        </td>
        <td style="width: 18.56%; vertical-align: top; background-color: rgb(204, 238, 255);" rowspan="1">&#160;</td>
        <td style="width: 21.65%; vertical-align: bottom; background-color: rgb(204, 238, 255);" rowspan="1">&#160;</td>
        <td style="width: 17.52%; vertical-align: bottom; background-color: rgb(204, 238, 255);" rowspan="1">&#160;</td>
        <td style="width: 18.56%; vertical-align: bottom; background-color: rgb(204, 238, 255);" rowspan="1">&#160;</td>
      </tr>
      <tr>
        <td style="width: 23.72%; vertical-align: bottom;" rowspan="1">Ronald A. Nyberg<sup style="vertical-align: text-top; line-height: 1; font-size: smaller;">(5)</sup></td>
        <td style="width: 18.56%; vertical-align: top;" rowspan="1">
          <div style="text-indent: 10.65pt;"> $3,308 </div>
        </td>
        <td style="width: 21.65%; vertical-align: bottom;" rowspan="1">
          <div style="text-align: center;">None</div>
        </td>
        <td style="width: 17.52%; vertical-align: bottom;" rowspan="1">
          <div style="text-align: center;">None</div>
        </td>
        <td style="width: 18.56%; vertical-align: bottom;" rowspan="1">
          <div style="text-indent: 16.95pt;">$412,403</div>
        </td>
      </tr>
      <tr>
        <td style="width: 23.72%; vertical-align: middle;">&#160;</td>
        <td style="width: 18.56%; vertical-align: middle;">&#160;</td>
        <td style="width: 21.65%; vertical-align: middle;">&#160;</td>
        <td style="width: 17.52%; vertical-align: middle;">&#160;</td>
        <td style="width: 18.56%; vertical-align: middle;">&#160;</td>
      </tr>

  </table>
  <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000; margin-bottom: 6pt;" class="DSPFListTable" id="z51d457b7ba4f4c2da835052bb79bc367">

      <tr>
        <td style="width: 28.8pt; vertical-align: top; align: right;">(1)</td>
        <td style="width: auto; vertical-align: top;">
          <div>Trustees not entitled to compensation are not included in the table.<br>
          </div>
        </td>
      </tr>

  </table>
  <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000; margin-bottom: 6pt;" class="DSPFListTable" id="za453442f4ae949b998e73ac918c28474">

      <tr>
        <td style="width: 28.8pt; vertical-align: top; align: right;"> (2) </td>
        <td style="width: auto; vertical-align: top;">
          <div> Because the Fund has&#160;not completed its first fiscal year, compensation is estimated based upon payments to be made by the Fund during the current fiscal year and upon relative net assets of the Fund Complex. The estimate is for the fiscal
              year ending May 31, 2022. The compensation structure and amounts for the Independent Trustees will change effective January 1, 2022. </div>
        </td>
      </tr>

  </table>
  <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000; margin-bottom: 6pt;" class="DSPFListTable" id="z064fafe35a8b4e2ead0dbddfa85ff2e3">

      <tr>
        <td style="width: 28.8pt; vertical-align: top; align: right;">(3)</td>
        <td style="width: auto; vertical-align: top;">
          <div>The Fund does not accrue or pay retirement or pension benefits to Trustees as of the date of this SAI.</div>
        </td>
      </tr>

  </table>
  <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000; margin-bottom: 6pt;" class="DSPFListTable" id="zdba1172ef28f478c8db0f34affcd6d32">

      <tr>
        <td style="width: 28.8pt; vertical-align: top; align: right;">(4)</td>
        <td style="width: auto; vertical-align: top;">
          <div>The amounts shown in this column represent the aggregate compensation paid by all of the funds in the Fund Complex for the calendar year ended December 31, 2020. Because the funds in the Fund Complex have different fiscal year ends, the
            amounts shown in this column are presented on a calendar year basis. The &#8220;Fund Complex&#8221; includes all closed- and open-end funds (including all of their portfolios) advised by the Adviser and any funds that have an investment adviser or
            servicing agent that is an affiliated person of the Adviser.</div>
        </td>
      </tr>

  </table>
  <div>
    <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000; margin-bottom: 6pt;" class="DSPFListTable">

        <tr>
          <td style="width: 28.8pt; vertical-align: top; align: right;">(5)</td>
          <td style="width: auto; vertical-align: top;">
            <div>As of the date of this SAI, this Trustee is currently deemed to be an &#8220;interested person&#8221; of the Fund under the 1940 Act by reason of his ownership of securities issued by one of the Fund&#8217;s principal underwriters.<br>
            </div>
          </td>
        </tr>

    </table>
  </div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman'; font-weight: bold;">Trustee Share Ownership</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">As of December 31, 2020, the most recently completed calendar year prior to the date of this SAI, each Trustee of the Fund beneficially owned equity securities of the
    Fund and all of the registered investment companies in the family of investment companies overseen by the Trustee in the dollar range amounts specified below.</div>
  <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
    <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-family: 'Times New Roman'; font-weight: normal; font-style: normal;">29</font></div>
    <div id="DSPFPageBreak" style="page-break-after: always;">
      <hr noshade="noshade" style="border-width: 0px; clear: both; margin: 4px 0px; width: 100%; height: 2px; color: #000000; background-color: #000000;"></div>
  </div>
  <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; border-collapse: collapse; text-align: left; color: #000000;" id="z9bf85e47646548728a024434a88fb48d">

      <tr>
        <td style="width: 29.31%; vertical-align: middle;">&#160;</td>
        <td style="width: 36.36%; vertical-align: middle;">&#160;</td>
        <td style="width: 34.34%; vertical-align: middle;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 29.31%; vertical-align: bottom;">&#160;</td>
        <td style="width: 36.36%; vertical-align: bottom;">&#160;</td>
        <td style="width: 34.34%; vertical-align: bottom;">
          <div style="text-align: center; font-weight: bold;">Aggregate Dollar Range of Equity</div>
        </td>
      </tr>
      <tr>
        <td style="width: 29.31%; vertical-align: bottom;">&#160;</td>
        <td style="width: 36.36%; vertical-align: bottom;">&#160;</td>
        <td style="width: 34.34%; vertical-align: bottom;">
          <div style="text-align: center; font-weight: bold;">Securities in All Registered Investment</div>
        </td>
      </tr>
      <tr>
        <td style="width: 29.31%; vertical-align: bottom;">&#160;</td>
        <td style="width: 36.36%; vertical-align: bottom;">
          <div style="text-align: center; font-weight: bold;">Dollar Range of</div>
        </td>
        <td style="width: 34.34%; vertical-align: bottom;">
          <div style="text-align: center; font-weight: bold;">Companies Overseen by Trustee in</div>
        </td>
      </tr>
      <tr>
        <td style="width: 29.31%; vertical-align: bottom; border-bottom: #000000 2px solid;">
          <div style="font-weight: bold;">Name</div>
        </td>
        <td style="width: 36.36%; vertical-align: bottom; border-bottom: #000000 2px solid;">
          <div style="text-align: center; font-weight: bold;">Equity Securities in the Fund</div>
        </td>
        <td style="width: 34.34%; vertical-align: bottom; border-bottom: #000000 2px solid;">
          <div style="text-align: center; font-weight: bold;">Fund Complex<sup style="vertical-align: text-top; line-height: 1; font-size: smaller;">(1)</sup></div>
        </td>
      </tr>
      <tr>
        <td style="width: 29.31%; vertical-align: bottom; background-color: rgb(204, 238, 255);">
          <div>
            <div style="font-weight: bold;">Independent Trustees:</div>
          </div>
        </td>
        <td style="width: 36.36%; vertical-align: bottom; background-color: rgb(204, 238, 255);">&#160;</td>
        <td style="width: 34.34%; vertical-align: bottom; background-color: rgb(204, 238, 255);">&#160;</td>
      </tr>
      <tr>
        <td style="width: 29.31%; vertical-align: bottom;">
          <div>
            <div>Randall C. Barnes</div>
          </div>
        </td>
        <td style="width: 36.36%; vertical-align: bottom;">
          <div>
            <div style="text-align: center;">None</div>
          </div>
        </td>
        <td style="width: 34.34%; vertical-align: bottom;">
          <div>
            <div style="text-align: center;">Over $100,000</div>
          </div>
        </td>
      </tr>
      <tr>
        <td style="width: 29.31%; vertical-align: bottom; background-color: rgb(204, 238, 255);">
          <div>
            <div>Angela Brock-Kyle</div>
          </div>
        </td>
        <td style="width: 36.36%; vertical-align: bottom; background-color: rgb(204, 238, 255);">
          <div>
            <div style="text-align: center;">None</div>
          </div>
        </td>
        <td style="width: 34.34%; vertical-align: bottom; background-color: rgb(204, 238, 255);">
          <div>
            <div style="text-align: center;">$50,001-$100,000</div>
          </div>
        </td>
      </tr>
      <tr>
        <td style="width: 29.31%; vertical-align: bottom;">
          <div>
            <div>Thomas F. Lydon, Jr.</div>
          </div>
        </td>
        <td style="width: 36.36%; vertical-align: bottom;">
          <div>
            <div style="text-align: center;">None</div>
          </div>
        </td>
        <td style="width: 34.34%; vertical-align: bottom;">
          <div>
            <div style="text-align: center;">Over $100,000</div>
          </div>
        </td>
      </tr>
      <tr>
        <td style="width: 29.31%; vertical-align: bottom; background-color: rgb(204, 238, 255);">
          <div>
            <div>Sandra G. Sponem</div>
          </div>
        </td>
        <td style="width: 36.36%; vertical-align: bottom; background-color: rgb(204, 238, 255);">
          <div>
            <div style="text-align: center;">None</div>
          </div>
        </td>
        <td style="width: 34.34%; vertical-align: bottom; background-color: rgb(204, 238, 255);">
          <div>
            <div style="text-align: center;">Over $100,000</div>
          </div>
        </td>
      </tr>
      <tr>
        <td style="width: 29.31%; vertical-align: bottom;">
          <div>
            <div>Ronald E. Toupin, Jr.</div>
          </div>
        </td>
        <td style="width: 36.36%; vertical-align: bottom;">
          <div>
            <div style="text-align: center;">None</div>
          </div>
        </td>
        <td style="width: 34.34%; vertical-align: bottom;">
          <div>
            <div style="text-align: center;">Over $100,000</div>
          </div>
        </td>
      </tr>
      <tr>
        <td style="width: 29.31%; vertical-align: bottom; background-color: rgb(204, 238, 255);">
          <div>
            <div style="font-weight: bold;">Interested Trustees:</div>
          </div>
        </td>
        <td style="width: 36.36%; vertical-align: bottom; background-color: rgb(204, 238, 255);">&#160;</td>
        <td style="width: 34.34%; vertical-align: bottom; background-color: rgb(204, 238, 255);">&#160;</td>
      </tr>
      <tr>
        <td style="width: 29.31%; vertical-align: bottom;">
          <div>
            <div>Amy J. Lee</div>
          </div>
        </td>
        <td style="width: 36.36%; vertical-align: bottom;">
          <div>
            <div style="text-align: center;">None</div>
          </div>
        </td>
        <td style="width: 34.34%; vertical-align: bottom;">
          <div>
            <div style="text-align: center;">Over $100,000</div>
          </div>
        </td>
      </tr>
      <tr>
        <td style="width: 29.31%; vertical-align: middle; background-color: rgb(204, 238, 255);">
          <div>
            <div>Ronald A. Nyberg</div>
          </div>
        </td>
        <td style="width: 36.36%; vertical-align: middle; background-color: rgb(204, 238, 255);">
          <div>
            <div style="text-align: center;">None</div>
          </div>
        </td>
        <td style="width: 34.34%; vertical-align: middle; background-color: rgb(204, 238, 255);">
          <div>
            <div style="text-align: center;">Over $100,000</div>
          </div>
        </td>
      </tr>

  </table>
  <div> <br>
  </div>
  <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000; margin-bottom: 6pt;" class="DSPFListTable" id="z5b55514e0d014633b47451e8d3cf0058">

      <tr>
        <td style="width: 28.8pt; vertical-align: top; align: right;">&#160;(1)</td>
        <td style="width: auto; vertical-align: top;">
          <div>As of the date of this SAI, the &#8220;Fund Complex&#8221; consists of eight closed-end funds, including the Fund, and 150 open-end funds. The Fund Complex consists of U.S. registered investment companies advised or serviced by Guggenheim Funds
            Investment Advisors, LLC or Guggenheim Funds Distributors, LLC and/or affiliates of such entities.</div>
        </td>
      </tr>

  </table>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman'; font-weight: bold;">Indemnification of Officers and Trustees; Limitations on Liability</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">The governing documents of the Fund provide that the Fund will indemnify its Trustees and officers and may indemnify its employees or agents against liabilities and
    expenses incurred in connection with litigation in which they may be involved because of their positions with the Fund, to the fullest extent permitted by law. However, nothing in the governing documents of the Fund protects or indemnifies a trustee,
    officer, employee or agent of the Fund against any liability to which such person would otherwise be subject in the event of such person&#8217;s willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of
    his or her position.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">The Fund has entered into an Indemnification Agreement with each Independent Trustee, which provides that the Fund shall indemnify and hold harmless such Trustee against
    any and all expenses actually and reasonably incurred by the Trustee in any proceeding arising out of or in connection with the Trustee&#8217;s service to the Fund, to the fullest extent permitted by the Agreement and Declaration of Trust and By-Laws and the
    laws of the State of Delaware, the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, unless it has been finally adjudicated that (i) the Trustee is subject to such expenses by reason of the Trustee&#8217;s not having
    acted in good faith in the reasonable belief that his or her action was in the best interests of the Fund or (ii) the Trustee is liable to the Fund or its shareholders by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard
    of the duties involved in the conduct of his or her office, as defined in Section 17(h) of the Investment Company Act of 1940, as amended.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman'; font-weight: bold;">Portfolio Management</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">The Sub-Adviser&#8217;s personnel with the responsibility for the day-to-day management of the Fund&#8217;s portfolio are B. Scott Minerd, Managing Partner and Global Chief
    Investment Officer, Anne Bookwalter Walsh, Managing Partner and Chief Investment Officer Fixed Income, Steve Brown, Assistant Chief Investment Officer and Senior Managing Director, Adam Bloch, Managing Director, Perry Hollowell, Director, and Evan
    Serdensky, Director.</div>
  <div style="text-indent: 25.9pt; margin-left: 10.1pt; margin-bottom: 6pt; font-family: 'Times New Roman'; font-style: italic;">Other Accounts Managed by the Portfolio Managers.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">The following table sets forth information about funds and accounts (including the Fund) for which the portfolio managers are primarily responsible for the day-to-day
    portfolio management as of May 31, 2021.</div>
  <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
    <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-family: 'Times New Roman'; font-weight: normal; font-style: normal;">30</font></div>
    <div id="DSPFPageBreak" style="page-break-after: always;">
      <hr noshade="noshade" style="border-width: 0px; clear: both; margin: 4px 0px; width: 100%; height: 2px; color: #000000; background-color: #000000;"></div>
  </div>
  <div style="margin-bottom: 6pt;"><br>
  </div>
  <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; border-collapse: collapse; text-align: left; color: #000000;" id="zf77796cb746949d9a01d491b3954d938">

      <tr>
        <td style="width: 24.16%; vertical-align: bottom;">
          <div style="text-align: center;">&#160;</div>
        </td>
        <td style="width: 12.9%; vertical-align: bottom;">
          <div style="text-align: center;">&#160;</div>
        </td>
        <td style="width: 12.9%; vertical-align: bottom;">
          <div style="text-align: center;">&#160;</div>
        </td>
        <td style="width: 12.9%; vertical-align: bottom;">
          <div style="text-align: center;">&#160;</div>
        </td>
        <td style="width: 0.6%; vertical-align: bottom;">
          <div style="text-align: center;">&#160;</div>
        </td>
        <td colspan="3" style="width: 36.56%; vertical-align: bottom;">
          <div style="text-align: center; font-weight: bold;">Number of Other Accounts Assets</div>
        </td>
      </tr>
      <tr>
        <td style="width: 24.16%; vertical-align: bottom;">
          <div style="text-align: center;">&#160;</div>
        </td>
        <td colspan="3" style="width: 38.69%; vertical-align: bottom;">
          <div style="text-align: center; font-weight: bold;">Number of Other Accounts Managed</div>
        </td>
        <td style="width: 0.6%; vertical-align: bottom;">
          <div style="text-align: center;">&#160;</div>
        </td>
        <td colspan="3" style="width: 36.56%; vertical-align: bottom;">
          <div style="text-align: center; font-weight: bold;">for Which Advisory Fee is</div>
        </td>
      </tr>
      <tr>
        <td style="width: 24.16%; vertical-align: bottom;">
          <div style="text-align: center;">&#160;</div>
        </td>
        <td colspan="3" style="width: 38.69%; vertical-align: bottom; border-bottom: #000000 2px solid;">
          <div style="text-align: center; font-weight: bold;">and Assets by Account Type</div>
        </td>
        <td style="width: 0.6%; vertical-align: bottom;">
          <div style="text-align: center;">&#160;</div>
        </td>
        <td colspan="3" style="width: 36.56%; vertical-align: bottom; border-bottom: #000000 2px solid;">
          <div style="text-align: center; font-weight: bold;">Performance-Based</div>
        </td>
      </tr>
      <tr>
        <td colspan="8" style="width: 100%; vertical-align: middle;">
          <div>&#160;</div>
        </td>
      </tr>
      <tr>
        <td style="width: 24.16%; vertical-align: bottom;">
          <div>&#160;</div>
        </td>
        <td style="width: 12.9%; vertical-align: bottom;">
          <div style="text-align: center; font-weight: bold;">Other</div>
        </td>
        <td style="width: 12.9%; vertical-align: bottom;">
          <div style="text-align: center; font-weight: bold;">Other</div>
        </td>
        <td style="width: 12.9%; vertical-align: bottom;">
          <div>&#160;</div>
        </td>
        <td style="width: 0.6%; vertical-align: bottom;">
          <div>&#160;</div>
        </td>
        <td style="width: 11.65%; vertical-align: bottom;">
          <div style="text-align: center; font-weight: bold;">Other</div>
        </td>
        <td style="width: 12.46%; vertical-align: bottom;">
          <div style="text-align: center; font-weight: bold;">Other</div>
        </td>
        <td style="width: 12.46%; vertical-align: bottom;">
          <div>&#160;</div>
        </td>
      </tr>
      <tr>
        <td style="width: 24.16%; vertical-align: bottom;">
          <div>&#160;</div>
        </td>
        <td style="width: 12.9%; vertical-align: bottom;">
          <div style="text-align: center; font-weight: bold;">Registered</div>
        </td>
        <td style="width: 12.9%; vertical-align: bottom;">
          <div style="text-align: center; font-weight: bold;">Pooled</div>
        </td>
        <td style="width: 12.9%; vertical-align: bottom;">
          <div>&#160;</div>
        </td>
        <td style="width: 0.6%; vertical-align: bottom;">
          <div>&#160;</div>
        </td>
        <td style="width: 11.65%; vertical-align: bottom;">
          <div style="text-align: center; font-weight: bold;">Registered</div>
        </td>
        <td style="width: 12.46%; vertical-align: bottom;">
          <div style="text-align: center; font-weight: bold;">Pooled</div>
        </td>
        <td style="width: 12.46%; vertical-align: bottom;">
          <div>&#160;</div>
        </td>
      </tr>
      <tr>
        <td style="width: 24.16%; vertical-align: bottom;">
          <div style="font-weight: bold;">Name of</div>
        </td>
        <td style="width: 12.9%; vertical-align: bottom;">
          <div style="text-align: center; font-weight: bold;">Investment</div>
        </td>
        <td style="width: 12.9%; vertical-align: bottom;">
          <div style="text-align: center; font-weight: bold;">Investment</div>
        </td>
        <td style="width: 12.9%; vertical-align: bottom;">
          <div style="text-align: center; font-weight: bold;">Other</div>
        </td>
        <td style="width: 0.6%; vertical-align: bottom;">
          <div>&#160;</div>
        </td>
        <td style="width: 11.65%; vertical-align: bottom;">
          <div style="text-align: center; font-weight: bold;">Investment</div>
        </td>
        <td style="width: 12.46%; vertical-align: bottom;">
          <div style="text-align: center; font-weight: bold;">Investment</div>
        </td>
        <td style="width: 12.46%; vertical-align: bottom;">
          <div style="text-align: center; font-weight: bold;">Other</div>
        </td>
      </tr>
      <tr>
        <td style="width: 24.16%; vertical-align: bottom; border-bottom: #000000 2px solid;">
          <div style="font-weight: bold;">Portfolio Manager</div>
        </td>
        <td style="width: 12.9%; vertical-align: bottom; border-bottom: #000000 2px solid;">
          <div style="text-align: center; font-weight: bold;">Companies</div>
        </td>
        <td style="width: 12.9%; vertical-align: bottom; border-bottom: #000000 2px solid;">
          <div style="text-align: center; font-weight: bold;">Vehicles</div>
        </td>
        <td style="width: 12.9%; vertical-align: bottom; border-bottom: #000000 2px solid;">
          <div style="text-align: center; font-weight: bold;">Accounts</div>
        </td>
        <td style="width: 0.6%; vertical-align: bottom;">
          <div>&#160;</div>
        </td>
        <td style="width: 11.65%; vertical-align: bottom; border-bottom: #000000 2px solid;">
          <div style="text-align: center; font-weight: bold;">Companies</div>
        </td>
        <td style="width: 12.46%; vertical-align: bottom; border-bottom: #000000 2px solid;">
          <div style="text-align: center; font-weight: bold;">Vehicles</div>
        </td>
        <td style="width: 12.46%; vertical-align: bottom; border-bottom: #000000 2px solid;">
          <div style="text-align: center; font-weight: bold;">Accounts</div>
        </td>
      </tr>
      <tr>
        <td style="width: 24.16%; vertical-align: bottom; background-color: #CCEEFF;">
          <div>B. Scott Minerd</div>
        </td>
        <td style="width: 12.9%; vertical-align: bottom; background-color: #CCEEFF;">
          <div style="text-align: center;">10</div>
        </td>
        <td style="width: 12.9%; vertical-align: top; background-color: #CCEEFF;">
          <div style="text-align: center;">59</div>
        </td>
        <td style="width: 12.9%; vertical-align: top; background-color: #CCEEFF;">
          <div style="text-align: center;">136</div>
        </td>
        <td style="width: 0.6%; vertical-align: bottom; background-color: #CCEEFF;">
          <div>&#160;</div>
        </td>
        <td style="width: 11.65%; vertical-align: bottom; background-color: #CCEEFF;">
          <div style="text-align: center;">0</div>
        </td>
        <td style="width: 12.46%; vertical-align: top; background-color: #CCEEFF;">
          <div style="text-align: center;">37</div>
        </td>
        <td style="width: 12.46%; vertical-align: top; background-color: #CCEEFF;">
          <div style="text-align: center;">12</div>
        </td>
      </tr>
      <tr>
        <td style="width: 24.16%; vertical-align: bottom;">
          <div>&#160;</div>
        </td>
        <td style="width: 12.9%; vertical-align: bottom;">
          <div style="text-align: center;">$12.2 billion</div>
        </td>
        <td style="width: 12.9%; vertical-align: bottom;">
          <div style="text-align: center;">$14.9 billion</div>
        </td>
        <td style="width: 12.9%; vertical-align: bottom;">
          <div style="text-align: center;">$175 billion</div>
        </td>
        <td style="width: 0.6%; vertical-align: bottom;">
          <div>&#160;</div>
        </td>
        <td style="width: 11.65%; vertical-align: bottom;">
          <div style="text-align: center;">$0</div>
        </td>
        <td style="width: 12.46%; vertical-align: bottom;">
          <div style="text-align: center;">$10.2 billion</div>
        </td>
        <td style="width: 12.46%; vertical-align: bottom;">
          <div style="text-align: center;">$5.4 billion</div>
        </td>
      </tr>
      <tr>
        <td colspan="8" style="width: 100%; vertical-align: middle; background-color: #CCEEFF;">
          <div>&#160;</div>
        </td>
      </tr>
      <tr>
        <td style="width: 24.16%; vertical-align: bottom;">
          <div>Anne Bookwalter Walsh</div>
        </td>
        <td style="width: 12.9%; vertical-align: bottom;">
          <div style="text-align: center;">17</div>
        </td>
        <td style="width: 12.9%; vertical-align: bottom;">
          <div style="text-align: center;">5</div>
        </td>
        <td style="width: 12.9%; vertical-align: bottom;">
          <div style="text-align: center;">90</div>
        </td>
        <td style="width: 0.6%; vertical-align: bottom;">
          <div>&#160;</div>
        </td>
        <td style="width: 11.65%; vertical-align: bottom;">
          <div style="text-align: center;">0</div>
        </td>
        <td style="width: 12.46%; vertical-align: bottom;">
          <div style="text-align: center;">3</div>
        </td>
        <td style="width: 12.46%; vertical-align: bottom;">
          <div style="text-align: center;">2</div>
        </td>
      </tr>
      <tr>
        <td style="width: 24.16%; vertical-align: bottom; background-color: #CCEEFF;">
          <div>&#160;</div>
        </td>
        <td style="width: 12.9%; vertical-align: bottom; background-color: #CCEEFF;">
          <div style="text-align: center;">$46.4 billion</div>
        </td>
        <td style="width: 12.9%; vertical-align: bottom; background-color: #CCEEFF;">
          <div style="text-align: center;">$3.6 billion</div>
        </td>
        <td style="width: 12.9%; vertical-align: bottom; background-color: #CCEEFF;">
          <div style="text-align: center;">$162 billion</div>
        </td>
        <td style="width: 0.6%; vertical-align: bottom; background-color: #CCEEFF;">
          <div>&#160;</div>
        </td>
        <td style="width: 11.65%; vertical-align: bottom; background-color: #CCEEFF;">
          <div style="text-align: center;">$0</div>
        </td>
        <td style="width: 12.46%; vertical-align: bottom; background-color: #CCEEFF;">
          <div style="text-align: center;">$2.7 billion</div>
        </td>
        <td style="width: 12.46%; vertical-align: bottom; background-color: #CCEEFF;">
          <div style="text-align: center;">$167 million</div>
        </td>
      </tr>
      <tr>
        <td colspan="8" style="width: 100%; vertical-align: middle;">
          <div>&#160;</div>
        </td>
      </tr>
      <tr>
        <td style="width: 24.16%; vertical-align: bottom; background-color: #CCEEFF;">
          <div>Steve Brown</div>
        </td>
        <td style="width: 12.9%; vertical-align: top; background-color: #CCEEFF;">
          <div style="text-align: center;">15</div>
        </td>
        <td style="width: 12.9%; vertical-align: top; background-color: #CCEEFF;">
          <div style="text-align: center;">5</div>
        </td>
        <td style="width: 12.9%; vertical-align: top; background-color: #CCEEFF;">
          <div style="text-align: center;">28</div>
        </td>
        <td style="width: 0.6%; vertical-align: bottom; background-color: #CCEEFF;">
          <div>&#160;</div>
        </td>
        <td style="width: 11.65%; vertical-align: bottom; background-color: #CCEEFF;">
          <div style="text-align: center;">0</div>
        </td>
        <td style="width: 12.46%; vertical-align: top; background-color: #CCEEFF;">
          <div style="text-align: center;">3</div>
        </td>
        <td style="width: 12.46%; vertical-align: top; background-color: #CCEEFF;">
          <div style="text-align: center;">2</div>
        </td>
      </tr>
      <tr>
        <td style="width: 24.16%; vertical-align: bottom;">
          <div>&#160;</div>
        </td>
        <td style="width: 12.9%; vertical-align: bottom;">
          <div style="text-align: center;">$45.6 billion</div>
        </td>
        <td style="width: 12.9%; vertical-align: bottom;">
          <div style="text-align: center;">$3.6 billion</div>
        </td>
        <td style="width: 12.9%; vertical-align: bottom;">
          <div style="text-align: center;">$18.7 billion</div>
        </td>
        <td style="width: 0.6%; vertical-align: bottom;">
          <div>&#160;</div>
        </td>
        <td style="width: 11.65%; vertical-align: bottom;">
          <div style="text-align: center;">$0</div>
        </td>
        <td style="width: 12.46%; vertical-align: bottom;">
          <div style="text-align: center;">$2.7 billion</div>
        </td>
        <td style="width: 12.46%; vertical-align: bottom;">
          <div style="text-align: center;">$167 million</div>
        </td>
      </tr>
      <tr>
        <td colspan="8" style="width: 100%; vertical-align: middle; background-color: #CCEEFF;">
          <div>&#160;</div>
        </td>
      </tr>
      <tr>
        <td style="width: 24.16%; vertical-align: bottom;">
          <div>Adam Bloch</div>
        </td>
        <td style="width: 12.9%; vertical-align: top;">
          <div style="text-align: center;">22</div>
        </td>
        <td style="width: 12.9%; vertical-align: top;">
          <div style="text-align: center;">5</div>
        </td>
        <td style="width: 12.9%; vertical-align: top;">
          <div style="text-align: center;">28</div>
        </td>
        <td style="width: 0.6%; vertical-align: bottom;">
          <div>&#160;</div>
        </td>
        <td style="width: 11.65%; vertical-align: bottom;">
          <div style="text-align: center;">0</div>
        </td>
        <td style="width: 12.46%; vertical-align: top;">
          <div style="text-align: center;">3</div>
        </td>
        <td style="width: 12.46%; vertical-align: top;">
          <div style="text-align: center;">2</div>
        </td>
      </tr>
      <tr>
        <td style="width: 24.16%; vertical-align: bottom; background-color: #CCEEFF;">
          <div>&#160;</div>
        </td>
        <td style="width: 12.9%; vertical-align: bottom; background-color: #CCEEFF;">
          <div style="text-align: center;">$45.8 billion</div>
        </td>
        <td style="width: 12.9%; vertical-align: bottom; background-color: #CCEEFF;">
          <div style="text-align: center;">$3.6 billion</div>
        </td>
        <td style="width: 12.9%; vertical-align: bottom; background-color: #CCEEFF;">
          <div style="text-align: center;">$18.7 billion</div>
        </td>
        <td style="width: 0.6%; vertical-align: bottom; background-color: #CCEEFF;">
          <div>&#160;</div>
        </td>
        <td style="width: 11.65%; vertical-align: bottom; background-color: #CCEEFF;">
          <div style="text-align: center;">$0</div>
        </td>
        <td style="width: 12.46%; vertical-align: bottom; background-color: #CCEEFF;">
          <div style="text-align: center;">$2.7 billion</div>
        </td>
        <td style="width: 12.46%; vertical-align: bottom; background-color: #CCEEFF;">
          <div style="text-align: center;">$167 million</div>
        </td>
      </tr>
      <tr>
        <td style="width: 24.16%; vertical-align: bottom;">&#160;</td>
        <td style="width: 12.9%; vertical-align: top;">&#160;</td>
        <td style="width: 12.9%; vertical-align: top;">&#160;</td>
        <td style="width: 12.9%; vertical-align: top;">&#160;</td>
        <td style="width: 0.6%; vertical-align: bottom;">&#160;</td>
        <td style="width: 11.65%; vertical-align: bottom;">&#160;</td>
        <td style="width: 12.46%; vertical-align: top;">&#160;</td>
        <td style="width: 12.46%; vertical-align: top;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 24.16%; vertical-align: bottom; background-color: #CCEEFF;">
          <div>Perry Hollowell</div>
        </td>
        <td style="width: 12.9%; vertical-align: top; background-color: #CCEEFF;">
          <div style="text-align: center;">1</div>
        </td>
        <td style="width: 12.9%; vertical-align: top; background-color: #CCEEFF;">
          <div style="text-align: center;">0</div>
        </td>
        <td style="width: 12.9%; vertical-align: top; background-color: #CCEEFF;">
          <div style="text-align: center;">0</div>
        </td>
        <td style="width: 0.6%; vertical-align: bottom; background-color: #CCEEFF;">&#160;</td>
        <td style="width: 11.65%; vertical-align: bottom; background-color: #CCEEFF;">
          <div style="text-align: center;">0</div>
        </td>
        <td style="width: 12.46%; vertical-align: top; background-color: #CCEEFF;">
          <div style="text-align: center;">0</div>
        </td>
        <td style="width: 12.46%; vertical-align: top; background-color: #CCEEFF;">
          <div style="text-align: center;">0</div>
        </td>
      </tr>
      <tr>
        <td style="width: 24.16%; vertical-align: bottom;">&#160;</td>
        <td style="width: 12.9%; vertical-align: top;">
          <div style="text-align: center;">$616 million<br>
          </div>
        </td>
        <td style="width: 12.9%; vertical-align: top;">
          <div style="text-align: center;">$0</div>
        </td>
        <td style="width: 12.9%; vertical-align: top;">
          <div style="text-align: center;">$0</div>
        </td>
        <td style="width: 0.6%; vertical-align: bottom;">&#160;</td>
        <td style="width: 11.65%; vertical-align: bottom;">
          <div style="text-align: center;">$0</div>
        </td>
        <td style="width: 12.46%; vertical-align: top;">
          <div style="text-align: center;">$0</div>
        </td>
        <td style="width: 12.46%; vertical-align: top;">
          <div style="text-align: center;">$0</div>
        </td>
      </tr>
      <tr>
        <td style="width: 24.16%; vertical-align: bottom; background-color: #CCEEFF;">&#160;</td>
        <td style="width: 12.9%; vertical-align: top; background-color: #CCEEFF;">&#160;</td>
        <td style="width: 12.9%; vertical-align: top; background-color: #CCEEFF;">&#160;</td>
        <td style="width: 12.9%; vertical-align: top; background-color: #CCEEFF;">&#160;</td>
        <td style="width: 0.6%; vertical-align: bottom; background-color: #CCEEFF;">&#160;</td>
        <td style="width: 11.65%; vertical-align: bottom; background-color: #CCEEFF;">&#160;</td>
        <td style="width: 12.46%; vertical-align: top; background-color: #CCEEFF;">&#160;</td>
        <td style="width: 12.46%; vertical-align: top; background-color: #CCEEFF;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 24.16%; vertical-align: bottom;">
          <div>Evan Serdensky</div>
        </td>
        <td style="width: 12.9%; vertical-align: top;">
          <div style="text-align: center;">0</div>
        </td>
        <td style="width: 12.9%; vertical-align: top;">
          <div style="text-align: center;">0</div>
        </td>
        <td style="width: 12.9%; vertical-align: top;">
          <div style="text-align: center;">0</div>
        </td>
        <td style="width: 0.6%; vertical-align: bottom;">&#160;</td>
        <td style="width: 11.65%; vertical-align: bottom;">
          <div style="text-align: center;">0</div>
        </td>
        <td style="width: 12.46%; vertical-align: top;">
          <div style="text-align: center;">0</div>
        </td>
        <td style="width: 12.46%; vertical-align: top;">
          <div style="text-align: center;">0</div>
        </td>
      </tr>
      <tr>
        <td style="width: 24.16%; vertical-align: bottom; background-color: #CCEEFF;">&#160;</td>
        <td style="width: 12.9%; vertical-align: top; background-color: #CCEEFF;">
          <div style="text-align: center;">$0</div>
        </td>
        <td style="width: 12.9%; vertical-align: top; background-color: #CCEEFF;">
          <div style="text-align: center;">$0</div>
        </td>
        <td style="width: 12.9%; vertical-align: top; background-color: #CCEEFF;">
          <div style="text-align: center;">$0</div>
        </td>
        <td style="width: 0.6%; vertical-align: bottom; background-color: #CCEEFF;">&#160;</td>
        <td style="width: 11.65%; vertical-align: bottom; background-color: #CCEEFF;">
          <div style="text-align: center;">$0</div>
        </td>
        <td style="width: 12.46%; vertical-align: top; background-color: #CCEEFF;">
          <div style="text-align: center;">$0</div>
        </td>
        <td style="width: 12.46%; vertical-align: top; background-color: #CCEEFF;">
          <div style="text-align: center;">$0</div>
        </td>
      </tr>

  </table>
  <div style="font-family: 'Times New Roman';">&#160;</div>
  <div style="text-indent: 26pt; margin-left: 10pt; margin-bottom: 6pt; font-family: 'Times New Roman'; font-style: italic;">Information Regarding Potential Conflicts of Interest.</div>
  <div style="text-indent: 21.6pt; margin-bottom: 10pt; font-family: 'Times New Roman';"><u>Potential Conflicts Related to the Sale of Fund Shares</u>. The Investment Adviser and the Sub-Adviser, (collectively, the &#8220;Advisers&#8221;), their affiliates and their
    respective employees may have relationships with distributors, consultants and others who recommend, or engage in transactions with or for, the Fund. The Fund and/or an Adviser or its affiliates may compensate such distributors, consultants and other
    parties in connection with such relationships. As a result of these relationships, distributors, consultants and other parties may have conflicts that create incentives for them to promote the Fund over other funds or financial products.</div>
  <div style="text-indent: 21.6pt; margin-bottom: 10pt; font-family: 'Times New Roman';">To the extent permitted by applicable law, the Advisers and their affiliates and the Fund may make payments to authorized dealers and other financial intermediaries
    and to salespersons to promote the Fund. These payments may be made out of the assets of an Adviser or its affiliates or amounts payable to an Adviser or its affiliates. These payments may create an incentive for such persons to highlight, feature or
    recommend the Fund over other funds or financial products.</div>
  <div style="text-indent: 21.6pt; margin-bottom: 10pt; font-family: 'Times New Roman';"><u>Potential Conflicts Related to Management of the Fund by the Advisers</u>. The following are descriptions of certain conflicts, financial or otherwise, that the
    Advisers and their employees may have in managing the Fund. The descriptions below are not intended to be a complete enumeration or explanation of all of the conflicts of interests that may arise from the business activities of the Advisers, their
    affiliates, or their respective clients. To address these and other actual or potential conflicts, the Advisers and the Fund have established various policies and procedures that are reasonably designed to identify and mitigate such conflicts and to
    ensure that such conflicts are appropriately resolved taking into consideration the best interest of all clients involved, consistent with the Advisers&#8217; fiduciary obligations and in accordance with applicable law. However, there can be no guarantee
    that these policies and procedures will be successful in every instance. In certain cases, transactions involving potential conflicts of interest described below may be elevated for review by a conflicts review committee, the members of which are
    senior personnel of the Advisers&#8217; affiliates and are not employees or clients of the Advisers.</div>
  <div style="text-indent: 21.6pt; margin-bottom: 10pt; font-family: 'Times New Roman';">Additional information about potential conflicts of interest regarding the Advisers is set forth in each Adviser&#8217;s Form ADV. A copy of Part 1 and Part 2A of each
    Adviser&#8217;s Form ADV is available on the SEC&#8217;s website at www.adviserinfo.sec.gov.</div>
  <div style="text-indent: 21.6pt; margin-bottom: 10pt; font-family: 'Times New Roman';"><u>The Advisers and Their Affiliates Provide a Broad Array of Services and Have Various Investment Banking, Advisory and Other Relationships</u>. The Advisers are
    affiliates of Guggenheim Partners, LLC (&#8220;Guggenheim Partners&#8221;), which is a global, full service financial services firm. Guggenheim Partners and its affiliates, including the Advisers (collectively, &#8220;Guggenheim Entities&#8221;), provide their clients with a
    broad array of investment </div>
  <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
    <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-family: 'Times New Roman'; font-weight: normal; font-style: normal;">31</font></div>
    <div id="DSPFPageBreak" style="page-break-after: always;">
      <hr noshade="noshade" style="border-width: 0px; clear: both; margin: 4px 0px; width: 100%; height: 2px; color: #000000; background-color: #000000;"></div>
  </div>
  <div style="margin-bottom: 10pt; font-family: 'Times New Roman';">management, insurance, broker-dealer, investment banking and other similar services (&#8220;Other Business Activities&#8221;). These Other Business Activities create actual and potential conflicts of
    interest for the Advisers in managing the Fund.</div>
  <div style="text-indent: 21.6pt; margin-bottom: 10pt; font-family: 'Times New Roman';">For example, the Other Business Activities may create conflicts between the interests of the Fund, on the one hand, and the interests of the Advisers, their affiliates
    and their respective other clients, on the other hand. The Advisers and their affiliates may act as advisers to clients in investment banking, loan arranging and structuring, financial advisory, asset management and other capacities related to
    securities and instruments that may be purchased, sold or held by the Fund, and the Advisers or an affiliate may issue, or be engaged as underwriter for the issuer of, securities and instruments that the Fund may (in accordance with applicable rules)
    purchase, sell or hold. At times, these activities may cause the Advisers and their affiliates to give advice to their clients that may cause these clients to take actions in conflict with or adverse to the interest of the Fund. In addition, Guggenheim
    Entities may take action that differs from, potentially conflicts with or is adverse to advice given or action taken for the Advisers&#8217; clients. The Guggenheim Entities and their respective officers, directors, managing directors, partners, employees
    and consultants may act in a proprietary capacity with long or short positions in securities and instruments of all types, including those that may be purchased, sold or held by the Fund. Such activities could affect the prices and availability of the
    securities and instruments that the Fund holds or that an Adviser seeks to buy or sell for the Fund&#8217;s account, which could adversely impact the financial returns of the Fund.</div>
  <div style="text-indent: 21.6pt; margin-bottom: 10pt; font-family: 'Times New Roman';">These Other Business Activities may create other potential conflicts of interests in managing the Fund, may cause the Fund to be subject to additional regulatory
    limits and, in certain circumstances, may prevent the Fund from participating or limit the Fund&#8217;s participation in an investment opportunity that the Fund&#8217;s portfolio managers view to be favorable. As a result, activities and dealings of the Advisers
    and their affiliates may affect the Fund in ways that may disadvantage or restrict the Fund or be deemed to benefit an Adviser, its affiliates or other client accounts.</div>
  <div style="text-indent: 21.6pt; margin-bottom: 10pt; font-family: 'Times New Roman';"><u>Advisers&#8217; and Their Affiliates&#8217; Activities on Behalf of Other Clients</u>. The Advisers and their affiliates currently manage and expect to continue to manage a
    variety of other client accounts, including (without limitation) separately managed accounts, open-end registered funds, closed-end registered funds, private funds and other collective investment vehicles, and may serve as asset or collateral manager
    or in other capacities for certain non-registered structured products (collectively, &#8220;Other Clients&#8221;). Investors in such Other Clients include insurance companies affiliated with or related to the Advisers, as described below. Other Clients invest
    pursuant to the same or different investment objectives, strategies and philosophies as those employed by the Fund and may seek to make or sell investments in the same securities, instruments, sectors or strategies as the Fund. There are no
    restrictions on the ability of an Adviser and its affiliates to manage Other Clients following the same, similar or different investment objectives, strategies and philosophies as those employed by the Fund. This &#8220;side-by-side&#8221; management of multiple
    accounts may create potential conflicts, particularly in circumstances where the availability or liquidity of investment opportunities is limited. Other Clients may also be subject to different legal restrictions or regulatory regimes than the Fund.
    Regardless of the similarity in investment objectives and strategies between the Fund and Other Clients, the Advisers may give advice and recommend investments to Other Clients that may differ from advice given to, or investments bought or sold for,
    the Fund, and the Fund and Other Clients may vote differently on or take or refrain from taking different actions with respect to the same security or instrument, which may be disadvantageous to the Fund and adversely affect their performance.</div>
  <div style="text-indent: 21.6pt; margin-bottom: 10pt; font-family: 'Times New Roman';">The investment policies, fee arrangements and other characteristics of the Fund may also vary from those of Other Clients. In some cases, the Advisers or an affiliate
    may receive a potentially larger financial benefit from managing one or more such Other Clients as compared to the Fund (for example, some Other Clients are charged performance or incentive fees constituting a percentage of profits or gains), which may
    provide an incentive to favor such Other Clients over the Fund or to recommend favorable investments to Other Clients who pay higher fees or who have the potential to generate greater fees over the Fund. The Advisers on behalf of the Fund or Other
    Clients may, pursuant to one transaction or in a series of transactions over time, invest in different parts of an issuer&#8217;s or borrower&#8217;s capital structure (including but not limited to investments in public versus private securities, investments in
    debt versus equity, or investments in senior versus subordinated debt or when the same or similar investments have different rights or benefits), depending on the respective client&#8217;s investment objectives and policies. Relevant issuers or borrowers may
    also include special purpose issuers or borrowers in structured finance, asset backed, collateralized loan obligation, collateralized debt obligation or similar transactions. As a result of the foregoing, the interests of one group of clients could
    conflict with those of other clients with respect to the same issuer or borrower. </div>
  <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
    <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-family: 'Times New Roman'; font-weight: normal; font-style: normal;">32</font></div>
    <div id="DSPFPageBreak" style="page-break-after: always;">
      <hr noshade="noshade" style="border-width: 0px; clear: both; margin: 4px 0px; width: 100%; height: 2px; color: #000000; background-color: #000000;"></div>
  </div>
  <div style="margin-bottom: 10pt; font-family: 'Times New Roman';">In managing such investments, the Advisers will consider the interests of all affected clients in deciding what actions to take with respect to a given issuer or borrower, but at times
    will pursue or enforce rights on behalf of some clients in a manner that may have an adverse effect on, or result in asymmetrical financial outcomes to, other clients owning a different, including more senior or junior, investment in the same issuer or
    borrower. In these types of scenarios, the Advisers may occasionally engage and appoint an independent party to provide independent analysis or recommendations with respect to consents, proxy voting, or other similar shareholder or debt holder rights
    decision (or a series of consents, votes or similar decisions) pertaining to the Fund and other clients. These potential conflicts of interests between the Advisers&#8217; clients may become more pronounced in situations in which an issuer or borrower
    experiences financial or operational challenges, or as a result of the Fund&#8217;s use of certain investment strategies, including small capitalization, emerging market, distressed or less liquid strategies.</div>
  <div style="text-indent: 21.6pt; margin-bottom: 10pt; font-family: 'Times New Roman';"><u>Adviser Activities on Behalf of Affiliated or Related Accounts</u>. To the extent permitted by the 1940 Act and other laws, the Advisers, from time to time, may
    initiate or recommend transactions in the loans or securities of companies in which the Advisers, their related persons, or their respective affiliates have a controlling or other material direct or indirect interest.</div>
  <div style="text-indent: 21.6pt; margin-bottom: 10pt; font-family: 'Times New Roman';">Sammons Enterprises, Inc. (&#8220;Sammons&#8221;), a diversified company with several insurance company subsidiaries, is the largest single equity holder in Guggenheim Capital,
    LLC (&#8220;Guggenheim Capital&#8221;), the Advisers&#8217; ultimate parent company. Sammons has relationships with the Advisers and various Guggenheim Entities. In addition, Guggenheim Capital wholly owns Guggenheim Life and Annuity Company and Clear Spring Life
    Insurance Company (together with Sammons, the &#8220;Affiliated Insurance Companies&#8221;). Certain Affiliated Insurance Companies and their subsidiaries are advisory clients of the Advisers and, accordingly, pay the Advisers a substantial amount of annual fees
    for advisory services. Sammons is the largest individual stakeholder of the Advisers and the largest individual source of annual advisory fees paid to the Advisers.</div>
  <div style="text-indent: 21.6pt; margin-bottom: 10pt; font-family: 'Times New Roman';">Furthermore, some officers and directors of Guggenheim Capital and its subsidiaries, including the Advisers (&#8220;Guggenheim Related Persons&#8221;), have economic interests or
    voting interests in companies, including insurance companies that are advisory clients of the Advisers. Guggenheim Related Persons from time to time enter into transactions, including loans and other financings, with these companies. Some Guggenheim
    Related Persons also may have economic interests or voting interests in issuers, which may be controlling or otherwise material interests, or may serve as a director on the board of issuers, in which the Advisers have invested or will invest on behalf
    of their clients or to which the Advisers have provided or will provide financing on behalf of their clients. Additionally, Guggenheim Related Persons may have direct or indirect investments in and/or have financial or other relationships with some of
    the Advisers&#8217; clients or other investment vehicles that may create potential conflicts of interest. Sammons and certain advisory or other clients in which Guggenheim Related Persons have interests have provided, and from time to time may provide,
    significant loans and other financing to an Adviser and its affiliates. In addition, Guggenheim Related Persons have direct or indirect proprietary or personal investments in and/or have financial or other relationships with financial industry
    participants or other entities (including trading platforms) that may perform services on behalf of, or in connection with, investments made by the Advisers on behalf of their clients. The Advisers do not expect these transactions to be material.</div>
  <div style="text-indent: 21.6pt; margin-bottom: 10pt; font-family: 'Times New Roman';">The relationships described above create potential conflicts of interest for the Advisers in managing the Fund and could create an incentive for an Adviser to favor
    the interests of these companies over its clients. These incentives are more pronounced where an Adviser has multiple relationships with the client. For example, the Advisers have invested, and may in the future invest, on behalf of its clients in
    issuers or transactions in which Affiliated Insurance Companies or Guggenheim Related Persons have direct and/or indirect interests, which may include a controlling or significant beneficial interest. In addition, Guggenheim Related Persons and the
    accounts of Affiliated Insurance Companies and other Adviser clients have invested, and may in the future invest, in securities at different levels of the capital structure of the same issuer, in some cases at the same time and in other cases at
    different times as the Fund and other clients of the Advisers. The following conflicts may arise in such situations: (i) enforcement of rights or determination not to enforce rights by the Advisers on behalf of the Fund and other clients may have an
    adverse effect on the interests of its affiliates or related persons, and vice versa, (ii) the Advisers may have an incentive to invest client funds in the issuer or borrower to either facilitate or obtain preferable terms for a proposed investment by
    an affiliate or related person in such issuer or borrower, or (iii) the Advisers may have an incentive to preserve or protect the value or rights associated with an existing economic interest of an affiliate or related person in the issuer or borrower,
    which may have an adverse effect on the interests of other clients, including </div>
  <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
    <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-family: 'Times New Roman'; font-weight: normal; font-style: normal;">33</font></div>
    <div id="DSPFPageBreak" style="page-break-after: always;">
      <hr noshade="noshade" style="border-width: 0px; clear: both; margin: 4px 0px; width: 100%; height: 2px; color: #000000; background-color: #000000;"></div>
  </div>
  <div style="margin-bottom: 10pt; font-family: 'Times New Roman';">the Fund. In addition, the Advisers may be subject to conflicts of interest with respect to financial industry participants or other entities (including trading platforms) because
    transactions on or through such platforms may result in compensation directly being paid to these entities that indirectly benefits Guggenheim Related Persons.</div>
  <div style="text-indent: 21.6pt; margin-bottom: 10pt; font-family: 'Times New Roman';">The Advisers mitigate potential conflicts of interest in the foregoing and similar situations, including through policies and procedures (i) designed to identify and
    mitigate conflicts of interest on a transaction-by-transaction basis and (ii) that require investment decisions for all client accounts be made independently from those of other client accounts and be made with specific reference to the individual
    needs and objectives of each client account, without consideration of the Advisers&#8217; pecuniary or investment interests (or those of their respective employees or affiliates). The Fund and the Advisers also maintain procedures to comply with applicable
    laws, notably relevant provisions of the 1940 Act that prohibit Fund transactions with affiliates (or exemptive rules thereunder).</div>
  <div style="text-indent: 21.6pt; margin-bottom: 10pt; font-family: 'Times New Roman';"><u>Allocation of Investment Opportunities</u>. As described above, the Advisers and their affiliates currently manage and expect to continue to manage Other Clients
    that may invest pursuant to the same or different strategies as those employed by the Fund, and such Other Clients could be viewed as being in competition with the Fund for appropriate investment opportunities, particularly where there is limited
    capacity with respect to such investment opportunities. The investment policies, fee arrangements and other circumstances of the Fund may vary from those of the Other Clients, and the Advisers may face potential conflicts of interest because the
    Advisers may have an incentive to favor particular client accounts (such as client accounts that pay performance-based fees) over other client accounts that may be less lucrative in the allocation of investment opportunities.</div>
  <div style="text-indent: 21.6pt; margin-bottom: 10pt; font-family: 'Times New Roman';">In order to minimize execution costs for clients, trades in the same security transacted on behalf of more than one client will generally be aggregated (i.e., blocked
    or bunched) by an Adviser, unless it believes that doing so would conflict or otherwise be inconsistent with its duty to seek best execution for the clients and/or the terms of the respective investment advisory contracts and other agreements and
    understandings relating to the clients for which trades are being aggregated. When an Adviser believes that it can effectively obtain best execution for the clients by aggregating trades, it will do so for all clients participating in the trade for
    which aggregated trades are consistent with the respective investment advisory contracts, investment guidelines, and other agreements and understandings relating to the clients.</div>
  <div style="text-indent: 21.6pt; margin-bottom: 10pt; font-family: 'Times New Roman';">The Advisers have implemented policies and procedures that govern the allocation of investment opportunities among clients in a fair and equitable manner, taking into
    account the needs and financial objectives of the clients, their specific objectives and constraints for each account, as well as prevailing market conditions. If an investment opportunity would be appropriate for more than one client, an Adviser may
    be required to choose among those clients in allocating the opportunity, or to allocate less of the opportunity to a client than it would ideally allocate if it did not have to allocate to multiple clients. In addition, an Adviser may determine that an
    investment opportunity is appropriate for a particular client account, but not for another.</div>
  <div style="text-indent: 21.6pt; margin-bottom: 10pt; font-family: 'Times New Roman';">The Advisers allocate transactions on an objective basis and in a manner designed to assure that no participating client is favored over any other participating client
    over time. If an investment is suitable and desirable for more than one client account, an initial allocation study will be determined based upon demand ascertained from the portfolio managers. With respect to fixed income and private equity assets,
    this initial allocation study is overseen by a central allocation group and generally reflects a pro rata participation in the investment opportunity among the participating client accounts that expressed demand. Final allocation decisions are made or
    verified independently by the central allocation group. With respect to public equity securities and public equity-related securities, the allocation generally reflects a pro rata participation in the investment opportunity among participating client
    accounts. Allocations may be adjusted under specific circumstances, such as situations of scarcity where pro rata allocations would result in de minimis positions or odd lots.</div>
  <div style="text-indent: 21.6pt; margin-bottom: 10pt; font-family: 'Times New Roman';">The application of relevant allocation factors may result in non-pro rata allocations, and particular client accounts (including client accounts in which the Advisers
    and their affiliates or related persons, or their respective officers, directors or employees, including portfolio managers or senior managers, have an interest) may receive an allocation when other client accounts do not or receive a greater than
    pro-rata allocation. There can be no assurance that a particular investment opportunity will be allocated in any particular manner, and circumstances may occur in which an allocation could have adverse effects on the Fund with respect to the price or
    size of securities positions obtainable or saleable. All of the foregoing procedures could in certain circumstances adversely affect the price paid </div>
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  <div style="margin-bottom: 10pt; font-family: 'Times New Roman';">or received by the Fund or the size of the position purchased or sold by the Fund (including prohibiting the Fund from purchasing a position) or may limit the rights that the Fund may
    exercise with respect to an investment.</div>
  <div style="text-indent: 21.6pt; margin-bottom: 10pt; font-family: 'Times New Roman';"><u>Allocation of Limited Time and Attention</u>. The portfolio managers for the Fund may devote as much time to the Fund as the Advisers deem appropriate to perform
    their duties in accordance with reasonable commercial standards and the Advisers&#8217; duties. However, as described above, these portfolio managers are presently committed to and expect to be committed in the future to providing investment advisory and
    other services for Other Clients and engage in Other Business Activities in which the Fund may have no interest. As a result of these separate business activities, an Adviser may have conflicts of interest in allocating management time, services and
    functions among the Fund and Other Business Activities or Other Clients in that the time and effort of the Fund&#8217;s portfolio managers would not be devoted exclusively to the business of the Fund.</div>
  <div style="text-indent: 21.6pt; margin-bottom: 10pt; font-family: 'Times New Roman';"><u>Potential Restrictions and Issues Related to Material Non-Public Information</u>. By reason of Other Business Activities as well as services and advice provided to
    Other Clients, the Advisers and their affiliates may acquire confidential or material non-public information and may be restricted from initiating transactions in certain securities and instruments. The Advisers will not be free to divulge, or to act
    upon, any such confidential or material non-public information and, due to these restrictions, an Adviser may be unable to initiate a transaction for the Fund&#8217;s account that it otherwise might have initiated. As a result, the Fund may be frozen in an
    investment position that it otherwise might have liquidated or closed out or may not be able to acquire a position that it might otherwise have acquired.</div>
  <div style="text-indent: 21.6pt; margin-bottom: 10pt; font-family: 'Times New Roman';"><u>Valuation of the Fund&#8217;s Investments</u>. Fund assets are valued in accordance with the Fund&#8217;s valuation procedures. The valuation of a security or other asset for
    the Fund may differ from the value ascribed to the same asset by affiliates of an Adviser (particularly difficult-to-value assets) or Other Clients because, among other things, they may have procedures that differ from the Fund&#8217;s procedures or may have
    access to different information or pricing vendors or use different models or techniques. The Advisers play a role in the valuation of Fund assets and may face a potential conflict with respect to such valuations.</div>
  <div style="text-indent: 21.6pt; margin-bottom: 10pt; font-family: 'Times New Roman';"><u>Investments in Other Guggenheim Funds</u>. To the extent permitted by applicable law, the Fund may invest in other funds sponsored, managed, advised or sub-advised
    by the Advisers. Investments by the Fund in such funds present potential conflicts of interest, including potential incentives to invest in smaller or newer funds to increase asset levels or provide greater viability and to invest in funds managed by
    the portfolio manager(s) of the Fund. As disclosed in the Prospectus and this SAI, the Advisers have agreed to waive certain fees associated with these investments. In other circumstances, the Advisers may make investments for clients for various
    portfolio management purposes in limited partnerships or similar vehicles that are managed or otherwise serviced by affiliates of the Advisers that will be compensated for such services.</div>
  <div style="text-indent: 21.6pt; margin-bottom: 10pt; font-family: 'Times New Roman';"><u>Potential Conflicts Associated with the Advisers and Their Affiliates Acting in Multiple Capacities Simultaneously.</u></div>
  <div style="text-indent: 21.6pt; margin-bottom: 10pt; font-family: 'Times New Roman';"><u>Principal and Cross Transactions</u>. The Advisers may, to the extent permitted under applicable law, effect client cross transactions where an Adviser causes a
    transaction to be effected between the Fund and an Other Client; provided, that conditions set forth in SEC rules under the 1940 Act are followed. Cross transactions present an inherent conflict of interest because an Adviser represents the interests
    of both the selling account and the buying account in the same transaction, and the Adviser could seek to treat one party to the cross transaction more favorably than the other party. The Advisers have policies and procedures designed to mitigate these
    conflicts and help ensure that any cross transactions are in the best interests of, and appropriate for, all clients involved and the transactions are consistent with the Advisers&#8217; fiduciary duties and obligation to seek best execution and applicable
    rules.</div>
  <div style="text-indent: 21.6pt; margin-bottom: 10pt; font-family: 'Times New Roman';"><u>Advisers and Their Affiliates May Act in Multiple Commercial Capacities</u>. Subject to applicable law and subject to the provisions of the 1940 Act and rules
    thereunder, an Adviser may cause the Fund to invest in securities, bank loans or other obligations of companies or structured product vehicles that result in commissions, initial or ongoing fees, or other remuneration paid to (and retained by) an
    Adviser or one of its affiliates. Such investments may include (i) investments that an Adviser or one of its affiliates originated, arranged or placed; (ii) investments in which the Advisers&#8217; affiliate provided investment banking, financial advisory or
    similar services to a party involved in the transaction to which the investment relates (such as acquisition financing in a transaction in which the Advisers&#8217; affiliate represented the buyer or seller); (iii) investments where an Adviser or its
    affiliates provided other </div>
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  <div style="margin-bottom: 10pt; font-family: 'Times New Roman';">services to a transaction participant or other third party; (iv) investments where an Adviser or one of its affiliates acts as the collateral agent, administrator, originator, manager, or
    other service provider; and (v) investments that are secured or otherwise backed by collateral that could include assets originated, sold or financed by an Adviser or its affiliates, investment funds or pools managed by an Adviser or its affiliates or
    assets or obligations managed by an Adviser or its affiliates. Commissions, fees, or other remuneration payable to an Adviser or its affiliates in these transactions may present a potential conflict in that the Adviser may be viewed as having an
    incentive to purchase such investments to earn, or facilitate its affiliates&#8217; ability to earn, such additional fees or compensation.</div>
  <div style="text-indent: 21.6pt; margin-bottom: 10pt; font-family: 'Times New Roman';">In some circumstances, and also subject to applicable law, the Advisers may cause the Fund to invest in or provide financing to issuers or borrowers, or otherwise
    participate in transactions, in which the issuer, borrower or another transaction party (such as a placement agent or arranger) is, or is a subsidiary or affiliate of or otherwise related to, (a) an Other Client or (b) a company with which Guggenheim
    Related Persons, or officers or employees of the Advisers, have investment, financial or other interests or relationships (including but not limited to directorships or equivalent roles). The financial interests of the Advisers&#8217; affiliates or their
    related persons in issuers or borrowers create potential conflict between the economic interests of these affiliates or related persons and the interests of the Advisers&#8217; clients. In addition, to the extent that a potential issuer or borrower (or one
    of its affiliates) is an advisory client of an Adviser, or an Adviser&#8217;s advisory client is a lender or financing provider to an Adviser or its affiliates (including a parent), a potential conflict may exist as the Adviser may have an incentive to favor
    the interests of those clients relative to those of its other clients.</div>
  <div style="text-indent: 21.6pt; margin-bottom: 10pt; font-family: 'Times New Roman';">Because of limitations imposed by applicable law, notably by provisions of the 1940 Act and rules thereunder, the involvement or presence of the Advisers&#8217; affiliates
    in the offerings described above or the financial markets more broadly may restrict the Fund&#8217;s ability to acquire some securities or loans, even if they would otherwise be desirable investments for the Fund, or affect the timing or price of such
    acquisitions or the sale of an investment, which may adversely affect Fund performance.</div>
  <div style="text-indent: 21.6pt; margin-bottom: 10pt; font-family: 'Times New Roman';">Subject to applicable law and regulation, personnel of the Guggenheim Entities may support the overall investment management functions of the Advisers but may be
    subject to potential conflicts of interest with respect to certain investment opportunities and, as such, may have an incentive to identify investment opportunities for, and allocate investment opportunities to, third-parties. Similarly, to the extent
    that other Guggenheim Entities sponsor and manage funds that compete with the Fund&#8217;s investment programs, these funds may reduce capacity otherwise available to the Fund.</div>
  <div style="text-indent: 21.6pt; margin-bottom: 10pt; font-family: 'Times New Roman';">To the extent permitted by applicable law, the Advisers and their affiliates may create, write, sell, issue, invest in or act as placement agent or distributor of
    derivative instruments related to the Fund, or with respect to portfolio holdings of the Fund, or which may be otherwise based on or seek to replicate or hedge the performance of the Fund. Such derivative transactions, and any associated hedging
    activity, may differ from and be adverse to the interests of the Fund.</div>
  <div style="text-indent: 21.6pt; margin-bottom: 10pt; font-family: 'Times New Roman';">Present and future activities of the Advisers and their affiliates (and the role and relationships of the Advisers&#8217; personnel with other Guggenheim Entities), in
    addition to those described in this SAI, may give rise to additional or different conflicts of interest.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';"><u>Portfolio Manager Compensation</u>. As discussed above, portfolio managers may own Fund shares and a portion of their compensation may include equity in the form of
    shares of certain funds (other than the Fund) managed by the particular portfolio manager. As a result, a potential conflict of interest may arise to the extent a portfolio manager owns or has an interest in shares of a specific fund that he or she
    manages. These personal investments may create an incentive for a portfolio manager to favor such fund(s) over other advisory clients, including the Fund.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-style: italic;">Securities Ownership of the Portfolio Manager. </font>Because the Fund is new and has not yet commenced operations, the portfolio
    managers do not beneficially own any Common Shares of the Fund as of the date of this SAI.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman'; font-weight: bold;">Investment Adviser</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">Guggenheim Funds Investment Advisors, LLC (&#8220;Guggenheim Funds&#8221;), acts as the Fund&#8217;s investment adviser pursuant to an advisory agreement between the Fund and the
    Investment Adviser (the &#8220;Advisory </div>
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  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';">Agreement&#8221;). The Investment Adviser is a registered investment adviser and acts as investment adviser to a number of closed-end and open-end investment companies. The Investment Adviser is
    a Delaware limited liability company with principal offices located at 227 West Monroe Street, Chicago, Illinois 60606.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">Guggenheim Funds is a wholly-owned subsidiary of Guggenheim Partners, LLC (&#8220;Guggenheim Partners&#8221;). Guggenheim Partners is a diversified financial services firm with
    wealth management, capital markets, investment management and proprietary investing businesses, whose clients are a mix of individuals, family offices, endowments, investment funds, foundations, insurance companies and other institutions that have
    entrusted Guggenheim Partners with the supervision of more than $325 billion of assets as of June 30, 2021. Guggenheim Partners is headquartered in Chicago and New York with a global network of offices throughout the United States, Europe, and Asia.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman'; font-weight: bold;">Advisory Agreement</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">Under the terms of the Advisory Agreement, the Investment Adviser is responsible for the management of the Fund; furnishes offices, necessary facilities and equipment on
    behalf of the Fund; oversees the activities of the Sub-Adviser; provides personnel, including certain officers required for the Fund&#8217;s administrative management; and pays the compensation of all officers and Trustees of the Fund who are its affiliates.
    For services rendered by the Investment Adviser on behalf of the Fund under the Advisory Agreement, the Fund pays the Investment Adviser a fee, payable monthly, in an annual amount equal to 1.25% of the Fund&#8217;s average daily Managed Assets.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">The Advisory Agreement provides that, in the absence of willful misfeasance, bad faith, gross negligence or reckless disregard for its obligations and duties thereunder,
    the Investment Adviser is not liable for any error or judgment or mistake of law or for any loss suffered by the Fund.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">The Advisory 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)&#160;the vote of a majority of the Board or the vote of a majority of the outstanding voting securities of the Fund (as such term is
    defined in the 1940 Act) and (2)&#160;by the vote of a majority of the Trustees who are not parties to the Advisory Agreement or &#8220;interested persons&#8221; (as such term is defined in the 1940 Act) of any such party, cast in person at a meeting called for the
    purpose of voting on such approval. The Advisory Agreement may be terminated as a whole at any time by the Fund, 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 Fund
    or by the Investment Adviser, on 60 days&#8217; written notice by either party to the other which can be waived by the non-terminating party. The Advisory Agreement will terminate automatically in the event of its &#8220;assignment&#8221; (as such term is defined in the
    1940 Act and the rules thereunder).</div>
  <div style="margin-top: 6pt; margin-bottom: 6pt; font-family: 'Times New Roman'; font-weight: bold;">Sub-Adviser</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">Guggenheim Partners Investment Management, LLC acts as the Fund&#8217;s investment sub-adviser pursuant to an investment sub-advisory agreement among the Fund, the Investment
    Adviser and the Sub-Adviser (the &#8220;Sub-Advisory Agreement&#8221;). The Sub-Adviser is a Delaware limited liability company with principal offices at 100 Wilshire Boulevard, Santa Monica, California 90401. The Sub-Adviser is a registered investment adviser.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman'; font-weight: bold;">Sub-Advisory Agreement</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">Under the terms of the Sub-Advisory Agreement, the Sub-Adviser manages the portfolio of the Fund in accordance with its stated investment objective and policies, makes
    investment decisions for the Fund, places orders to purchase and sell securities on behalf of the Fund and manages its other business and affairs, all subject to the supervision and direction of the Fund&#8217;s Board of Trustees and the Investment Adviser.
    For services rendered by the Sub-Adviser on behalf of the Fund under the Sub-Advisory Agreement, the Investment Adviser pays the Sub-Adviser a fee, payable monthly, in a maximum annual amount equal to 0.625% of the Fund&#8217;s average daily Managed Assets.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">The Sub-Advisory Agreement continues from year to year if approved annually (i) by the Fund&#8217;s Board of Trustees or by the holders of a majority of its outstanding voting
    securities and (ii) by a majority of the Trustees who are not &#8220;interested persons&#8221; (as defined in the 1940 Act) of any party to the Sub-Advisory Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval. The
    Sub-Advisory Agreement terminates automatically on its assignment and may be terminated without penalty on 60 days&#8217; written notice at the option of either party thereto, by the Fund&#8217;s Board of Trustees or by a vote of a majority (as defined in the 1940
    Act) of the Fund&#8217;s outstanding shares.</div>
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  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">The Sub-Advisory Agreement provides that, in the absence of willful misfeasance, bad faith, gross negligence or reckless disregard for its obligations and duties
    thereunder, the Sub-Adviser is not liable for any error or judgment or mistake of law or for any loss suffered by the Fund.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">Pursuant to a Trademark Sublicense Agreement, Guggenheim Partners has granted to the Investment Adviser and the Sub-Adviser the right to use the name &#8220;Guggenheim&#8221; in the
    name of the Fund, and the Investment Adviser and the Sub-Adviser have agreed that the name &#8220;Guggenheim&#8221; is Guggenheim Partners&#8217; property. In the event the Investment Adviser and the Sub-Adviser cease to act in such capacities for the Fund, the Fund
    will change its name to one not including &#8220;Guggenheim.&#8221;</div>
  <div style="margin-top: 6pt; margin-bottom: 6pt; font-family: 'Times New Roman'; font-weight: bold;">Other Agreements</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-style: italic;">Administration Agreement. </font>MUFG Investor Services (US) LLC (&#8220;MUFG&#8221;), serves as administrator to the Fund. Pursuant to an
    administration agreement, MUFG is responsible for providing administrative services to the Fund. For the services, the Fund pays MUFG a fee, accrued daily and paid monthly, at the annual rate equal to 0.0275% of the first $200 million in average daily
    Managed Assets, 0.0200% of the next $300 million in average daily Managed Assets, 0.0150% of the next $500 million in average daily Managed Assets, and 0.0100% of average daily Managed Assets above $1 billion.</div>
  <div style="text-indent: 36pt; margin-top: 6pt; margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-style: italic;">Fund Accounting Agreement. </font>MUFG also serves as fund accounting agent to the Fund. Pursuant to a fund accounting
    agreement, MUFG performs certain accounting services. For the services, the Fund pays MUFG a fee, accrued daily and paid monthly, at the annual rate equal to 0.0300% of the first $200 million in average daily Managed Assets, 0.0150% of the next $300
    million in average daily Managed Assets, 0.0100% of the next $500 million in average daily Managed Assets, and 0.0075% of average daily Managed Assets above $1 billion, subject to a minimum fee of $50,000 per year, and reimburses MUFG for certain
    out-of-pocket expenses.</div>
  <div style="text-align: center; margin-top: 6pt; margin-bottom: 6pt; font-family: 'Times New Roman'; font-weight: bold;">PORTFOLIO TRANSACTIONS</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">Subject to policies established by the Board of Trustees, the Sub-Adviser is responsible for placing purchase and sale orders and the allocation of brokerage on behalf of
    the Fund. Transactions in equity securities are in most cases effected on U.S. stock exchanges and involve the payment of negotiated brokerage commissions. In general, there may be no stated commission in the case of securities traded in
    over-the-counter markets, but the prices of those securities may include undisclosed commissions or mark-ups. Principal transactions are not entered into with affiliates of the Fund. The Fund has no obligations to deal with any broker or group of
    brokers in executing transactions in portfolio securities. In executing transactions, the Sub-Adviser seeks to obtain the best price and execution for the Fund, taking into account such factors as price, size of order, difficulty of execution and
    operational facilities of the firm involved and the firm&#8217;s risk in positioning a block of securities. While the Sub-Adviser generally seeks reasonably competitive commission rates, the Fund does not necessarily pay the lowest commission available.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">Subject to obtaining the best price and execution, brokers who provide supplemental research, market and statistical information to the Sub-Adviser or its affiliates may
    receive orders for transactions by the Fund. The term &#8220;research, market and statistical information&#8221; includes advice as to the value of securities, and advisability of investing in, purchasing or selling securities, and the availability of securities
    or purchasers or sellers of securities, and furnishing analyses and reports concerning issues, industries, securities, economic factors and trends, portfolio strategy and the performance of accounts. Information so received will be in addition to and
    not in lieu of the services required to be performed by the Sub-Adviser under the Sub-Advisory Agreement, and the expenses of the Sub-Adviser will not necessarily be reduced as a result of the receipt of such supplemental information. Such information
    may be useful to the Sub-Adviser and its affiliates in providing services to clients other than the Fund, and not all such information is used by the Sub-Adviser in connection with the Fund. Conversely, such information provided to the Sub-Adviser and
    its affiliates by brokers and dealers through whom other clients of the Sub-Adviser and its affiliates effect securities transactions may be useful to the Sub-Adviser in providing services to the Fund.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">Although investment decisions for the Fund are made independently from those of the other accounts managed by the Sub-Adviser and its affiliates, investments of the kind
    made by the Fund may also be made by those other accounts. When the same securities are purchased for or sold by the Fund and any of such other accounts, it is the policy of the Sub-Adviser and its affiliates to allocate such purchases and sales in the
    manner deemed fair and equitable to all of the accounts, including the Fund.</div>
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  <div style="text-align: center; margin-bottom: 6pt; font-family: 'Times New Roman'; font-weight: bold;">U.S. FEDERAL INCOME TAX CONSIDERATIONS</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">The following discussion is a brief summary of certain U.S. federal income tax considerations affecting the Fund and the ownership and disposition of the Fund&#8217;s Common
    Shares. Except as otherwise noted, this discussion assumes you are a taxable United States person and that you hold your Common Shares as capital assets for U.S. federal income tax purposes (generally, assets held for investment). This discussion is
    based upon current provisions of the Internal Revenue Code of 1986, as amended (the &#8220;Code&#8221;), 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 &#8220;IRS&#8221;), possibly with retroactive effect. No attempt is made to present a detailed explanation of all U.S. federal, state, local and foreign tax concerns affecting the Fund and its Common Shareholders
    (including Common Shareholders subject to special treatment under U.S. federal income tax law). Furthermore, this discussion does not reflect possible application of the alternative minimum tax. No assurance can be given that the IRS would not assert,
    or that a court would not sustain, a position contrary to any of the tax aspects set forth below.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman'; font-weight: bold;">The discussions set forth herein, and in the prospectus, do not constitute tax advice and potential investors are urged to consult their own tax
    advisers to determine the specific U.S. federal, state, local and foreign tax consequences to them of investing in the Fund.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman'; font-weight: bold;">Taxation of the Fund</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">The Fund has elected and intends to continue to be treated and to qualify each year as a regulated investment company under Subchapter M of the Code. Accordingly, the
    Fund must, among other things, (i) derive in each taxable year at least 90% of its gross income from (a) dividends, interest (including tax-exempt interest), payments with respect to certain securities loans, and gains from the sale or other
    disposition of stock, securities or foreign currencies, or other income (including gain from options, futures and forward contracts) derived with respect to its business of investing in such stock, securities or foreign currencies and (b) net income
    derived from interests in &#8220;qualified publicly traded partnerships&#8221; (as defined in the Code) (the &#8220;Gross Income Test&#8221;); and (ii) diversify its holdings so that, at the end of each quarter of each taxable year (a) at least 50% of the market value of the
    Fund&#8217;s total assets is represented by cash and cash items, U.S. government securities, the securities of other regulated investment companies and other securities, with such other securities limited, in respect of any one issuer, to an amount not
    greater than 5% of the value of the Fund&#8217;s total assets and not more than 10% of the outstanding voting securities of such issuer and (b) not more than 25% of the market value of the Fund&#8217;s total assets is invested in the securities (other than U.S.
    Government securities and the securities of other regulated investment companies) of (I) any one issuer, (II) any two or more issuers that the Fund controls and that are determined to be engaged in the same business or similar or related trades or
    businesses or (III) any one or more qualified publicly traded partnerships. Generally, a qualified publicly traded partnership includes a partnership the interests of which are traded on an established securities market or readily tradable on a
    secondary market (or the substantial equivalent thereof).</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">As long as the Fund qualifies as a regulated investment company, the Fund generally will not be subject to U.S. federal income tax on income and gains that the Fund
    distributes to its Common Shareholders, provided that it distributes each taxable year at least 90% of the sum of (i) the Fund&#8217;s investment company taxable income (which includes, among other items, dividends, interest, the excess of any net short-term
    capital gain over net long-term capital loss, and other taxable income, other than any net capital gain (defined below), reduced by deductible expenses) determined without regard to the deduction for dividends and distributions paid and (ii) the Fund&#8217;s
    net tax-exempt interest (the excess of its gross tax-exempt interest over certain disallowed deductions). The Fund intends to distribute substantially all of such income each year. The Fund will be subject to income tax at regular corporate rates on
    any taxable income or gains that it does not distribute to its Common Shareholders.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">The Code imposes a 4% nondeductible excise tax on the Fund to the extent the Fund does not distribute by the end of any calendar year at least the sum of (i) 98% of its
    ordinary income (not taking into account any capital gain or loss) for the calendar year and (ii) 98.2% of its capital gain in excess of its capital loss (adjusted for certain ordinary losses) for a one-year period generally ending on October 31 of the
    calendar year. In addition, the minimum amounts that must be distributed in any year to avoid the excise tax will be increased or decreased to reflect any under-distribution or over-distribution, as the case may be, from the previous year. While the
    Fund intends to distribute any income and capital gain in the manner necessary to minimize imposition of the 4% nondeductible excise tax, there can be no assurance that sufficient amounts of the Fund&#8217;s taxable income and capital gain will be
    distributed to avoid entirely the imposition of the excise tax. In that event, the Fund will be liable for the excise tax only on the amount by which it does not meet the foregoing distribution requirement.</div>
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  </div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">If for any taxable year the Fund does not qualify as a regulated investment company, all of its taxable income (including its net capital gain, which consists of the
    excess of its net long-term capital gain over its net short-term capital loss) will be subject to tax at regular corporate rates without any deduction for distributions to Common Shareholders, and such distributions will be taxable to the Common
    Shareholders as ordinary dividends to the extent of the Fund&#8217;s current or accumulated earnings and profits. Such dividends, however, would generally be eligible (i) to be treated as qualified dividend income in the case of certain non-corporate U.S.
    Common Shareholders (including individuals) and (ii) for the dividends received deduction in the case of corporate Common Shareholders, subject, in each case, to certain holding period requirements. To qualify again to be taxed as a regulated
    investment company in a subsequent year, the Fund would be required to distribute to its Common Shareholders its earnings and profits attributable to non-regulated investment company years. If the Fund fails to qualify as a regulated investment company
    for a period greater than two taxable years, the Fund may be required to recognize and pay tax on any net built-in gains with respect to certain of its assets (<font style="font-style: italic;">i.e.</font>, the excess of the aggregate gains, including
    items of income, over aggregate losses that would have been realized with respect to such assets if the Fund had been liquidated) or, alternatively, to elect to be subject to taxation on such built-in gain recognized for a period of five years, in
    order to qualify as a regulated investment company in a subsequent year.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman'; font-weight: bold;">The Fund&#8217;s Investments</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">Certain of the Fund&#8217;s investment practices are subject to special and complex U.S. federal income tax provisions (including mark-to-market, constructive sale, straddle,
    wash sale, short sale and other rules) that may, among other things, (i) disallow, suspend or otherwise limit the allowance of certain losses or deductions, including the dividends received deduction, (ii) convert lower taxed long-term capital gains or
    &#8220;qualified dividend income&#8221; into higher taxed short-term capital gains or ordinary income, (iii) convert ordinary loss or a deduction into capital loss (the deductibility of which is more limited), (iv) cause the Fund to recognize income or gain
    without a corresponding receipt of cash, (v) adversely affect the time as to when a purchase or sale of stock or securities is deemed to occur, (vi) adversely alter the characterization of certain complex financial transactions and (vii) produce income
    that will not be &#8220;qualified&#8221; income for purposes of the 90% annual gross income requirement described above. These U.S. federal income tax provisions could therefore affect the amount, timing and character of distributions to Common Shareholders. The
    Fund intends to monitor its transactions and may make certain tax elections and may be required to dispose of securities to mitigate the effect of these provisions and prevent disqualification of the Fund as a regulated investment company.
    Additionally, the Fund may be required to limit its activities in derivative instruments in order to enable it to maintain its regulated investment company status.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">If a Fund acquires a debt security at a price below the lower of the adjusted issue price or the stated redemption price of such debt security, the excess of its stated
    redemption price at maturity over its acquisition cost constitutes &#8220;market discount.&#8221; If the amount of market discount is more than a <font style="font-style: italic;">de minimis</font> amount, a portion of such market discount must be included as
    ordinary income (not capital gain) by the Fund in each taxable year in which the Fund owns an interest in such debt security and receives a principal payment on it. In particular, the Fund will be required to allocate that principal payment first to a
    portion of the market discount on the debt security that has accrued but has not previously been includable in income. In general, the amount of market discount that must be included for each period is equal to the lesser of (i) the amount of market
    discount accruing during such period (plus any accrued market discount for prior periods not previously taken into account) or (ii) the amount of the principal payment with respect to such period. Generally, market discount accrues on a daily basis for
    each day the debt security is held by a Fund at a constant rate over the time remaining to the debt security&#8217;s maturity or, at the election of the Fund, at a constant yield to maturity which takes into account the semi-annual compounding of interest.
    Gain realized on the disposition of a market discount obligation must be recognized as ordinary interest income (not capital gain) to the extent of the &#8220;accrued market discount.&#8221; A Fund may elect to include market discount in income currently. If this
    election is made, it will apply to all debt securities that the Fund holds which have market discount.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">Certain debt securities acquired by the Fund may be treated as having been issued with original issue discount for U.S. federal income tax purposes. Generally, the amount
    of the original issue discount is treated as interest income and is included in taxable income (and required to be distributed by the Fund in order to qualify as a regulated investment company and avoid U.S. federal income tax or the 4% excise tax on
    undistributed income) over the term of the security, even though payment of that amount is not received until a later time, usually when the debt security matures. Other investments may similarly require the Fund to recognize taxable income without a
    corresponding receipt of cash.</div>
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  </div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">Certain types of income received by the Fund from REITs, REMICs, taxable mortgage pools or other investments may cause the Fund to report some or all of its distributions
    as &#8220;excess inclusion income.&#8221; To Fund Common Shareholders such excess inclusion income will (i) constitute taxable income, as &#8220;unrelated business taxable income&#8221; (&#8220;UBTI&#8221;) for those Common Shareholders who would otherwise be tax-exempt such as
    individual retirement accounts, 401(k) accounts, Keogh plans, pension plans and certain charitable entities, (ii) not be offset against net operating losses for tax purposes, (iii) not be eligible for reduced U.S. withholding for non-U.S. Common
    Shareholders even from tax treaty countries and (iv) cause the Fund to be subject to tax if certain &#8220;disqualified organizations,&#8221; as defined by the Code (which includes charitable remainder trusts), are Fund Common Shareholders.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">Gain or loss on the sales of securities by the Fund will generally be long-term capital gain or loss if the securities have been held by the Fund for more than one year.
    Gain or loss on the sale of securities held for one year or less will be short-term capital gain or loss.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">Because the Fund may invest in foreign securities, its income and gains from such securities may be subject to non-U.S. taxes. Tax conventions between certain countries
    and the U.S. may reduce or eliminate such taxes. The Fund will not be eligible to elect to &#8220;pass-through&#8221; to Common Shareholders of the Fund the ability to use the foreign tax deduction or foreign tax credit for foreign taxes paid with respect to
    qualifying taxes.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-style: italic;">Private Investment Funds Taxed as Partnerships. </font>Certain of the Private Investment Funds in which the Fund may invest will be
    treated as partnerships for U.S. federal income tax purposes. Consequently, the Fund&#8217;s income, gains, losses, deductions and expenses will depend upon the corresponding items recognized by such Private Investment Funds. In addition, the Fund&#8217;s
    proportionate share of the assets of each such Private Investment Fund will be treated as if held directly by the Fund. In these instances, the Fund will be required to meet the diversification test with respect to the assets of such Private Investment
    Funds. The Fund generally will not invest in Private Investment Funds that are treated as partnerships for U.S. federal income tax purposes unless the terms of such investment provide, or the managers of such Private Investment Funds agree to provide,
    the Fund with information on a regular basis as reasonably necessary to monitor the Fund&#8217;s qualification as a regulated investment company for U.S. federal income tax purposes.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-style: italic;">Private Investment Funds Taxed as PFICs. </font>The Fund anticipates that certain of the Private Investment Funds in which it invests
    will be treated as &#8220;passive foreign investment companies&#8221; (&#8220;PFICs&#8221;) for U.S. federal income tax purposes. In general, a PFIC is any foreign corporation that has 75% or more of its gross income for the taxable year which consists of passive income or
    that has 50% or more of the average fair market value of its assets which consists of assets that produce, or are held for the production of, passive income.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">If the Fund makes an election to treat the PFIC as a &#8220;qualified electing fund&#8221; (a &#8220;QEF Election&#8221;), the Fund would be taxed currently on the PFIC&#8217;s income without regard
    to whether the Fund received any distributions from the PFIC. If the Fund makes a QEF Election with respect to a Private Investment Fund and the Private Investment Fund complies with certain annual reporting requirements, the Fund will be required to
    include in its gross income each year its pro rata share of the Private Investment Fund&#8217;s ordinary income and net capital gains (at ordinary income and capital gain rates, respectively) for each year in which the Private Investment Fund is a PFIC,
    regardless of whether the Fund receives distributions from the Private Investment Fund. To the extent the Private Investment Fund makes actual distributions to the Fund in the applicable taxable years, such income and gain inclusions resulting from a
    QEF Election would constitute qualifying income for purposes of the income requirement applicable to regulated investment companies under Subchapter M of the Code. However, to the extent such inclusions exceed such actual distributions, the
    classification of such inclusions for purposes of the income requirement is uncertain, and proposed regulations would treat such inclusions as non-qualifying. By reason of such inclusions, the Fund would be deemed to have received net investment
    income, which would be subject to the 90% distribution requirement, and to have received net capital gains, possibly without a corresponding receipt of cash. The Fund&#8217;s basis in the shares it owns in the Private Investment Fund will be increased to
    reflect any such deemed distributed income. Because some of the Private Investment Funds in which the Fund may invest may defer the payment of management and/or incentive compensation fees, during the deferral period the Fund&#8217;s pro rata share of the
    Private Investment Fund&#8217;s ordinary income will be higher than it would be if the Private Investment Fund had not deferred the payment of such fees. A QEF Election is subject to a number of specific rules and requirements, and not all of the Private
    Investment Funds in which the Fund may invest may provide their investors with the information required to satisfy the reporting requirements necessary for the Fund to make a QEF Election.</div>
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  </div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">In lieu of making a QEF Election, the Fund could elect to mark-to-market its PFIC stock and include in income any resulting gain or loss (a &#8220;Mark-to-Market Election&#8221;).
    The Fund anticipates that it will make a Mark-to-Market Election with respect to the stock of any PFICs in which it invests that do not provide the Fund with the information necessary for the Fund to make a QEF Election. Unlike in the case of a QEF
    Election, under a Mark-to-Market Election the Fund will not be deemed to have received distributions of net investment income or net capital gains from the PFIC. If the Fund makes a Mark-to-Market Election with respect to a PFIC, the Fund will be
    deemed to have sold the shares of that PFIC as of the last day of the Fund&#8217;s taxable year and will be required to include in the Fund&#8217;s net investment income the positive difference, if any, between the fair market value of shares as of the end of the
    Fund&#8217;s taxable year and the adjusted basis of such shares. All of such positive difference will be treated as ordinary income and will be a dividend in the hands of the Fund. Moreover, any gain from the Fund&#8217;s actual sale of PFIC shares with respect to
    which the Fund has made a Mark-to-Market Election will be ordinary income in the Fund&#8217;s hands. Thus, unlike the case of a QEF Election, the Fund cannot generate long-term capital gains with respect to PFIC stock for which the Fund has made a
    Mark-to-Market Election. The Fund will recognize income regardless of whether the PFIC has made any distributions to the Fund and such income will constitute net investment income subject to the 90% distribution requirement described above. The Fund&#8217;s
    basis in the shares it owns in the Private Investment Fund will be increased to reflect any such recognized income. The Fund may deduct any decrease in value equal to the excess of its adjusted basis in the shares over the fair market value of the
    shares of the Private Investment Fund as of the end of the Fund&#8217;s taxable year, but only to the extent of any previously unreversed net mark-to-market gains included in the Fund&#8217;s income for prior taxable years.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">The Fund intends to borrow funds or to redeem a sufficient amount of its investments in Private Investment Funds that are PFICs and for which the Fund has made either a
    QEF Election or a Mark-to-Market Election so that the Fund has sufficient cash to meet the distribution requirements to maintain its qualification as a regulated investment company and minimize U.S. federal income and excise taxes.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">In the event that the Fund does not make a QEF Election or a Mark-to-Market Election with respect to PFIC stock held by the Fund, the Fund would be taxed at ordinary
    income rates and pay an interest charge if it received an &#8220;excess distribution&#8221; (generally, a distribution in excess of a base amount) or if it realized gain on the sale of its PFIC stock. The amount of the excess distribution or gain would be
    allocated ratably to each day in the Fund&#8217;s holding period for the PFIC stock, and the Fund would be required to include the amount allocated to the current taxable year in its income as ordinary income for such year. The amounts allocated to prior
    taxable years generally would be taxed at the highest ordinary income tax rate in effect for each such prior taxable year and would also be subject to an interest charge computed as if such tax liability had actually been due with respect to each such
    prior taxable year. The Fund expects to make a QEF Election or a Mark-to-Market Election with respect to the PFICs in which it invests and, accordingly, does not expect to be subject to this &#8220;excess distribution&#8221; regime.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-style: italic;">Risk-Linked Securities. </font>The treatment of risk-linked securities (&#8220;RLS&#8221;) for U.S. federal income tax purposes is uncertain and
    will depend on the particular features of each such securities. The Fund expects that it will generally treat the RLS in which it invests as equity of the issuer for U.S. federal income tax purposes, whether that treatment is mandated by the terms of
    the applicable bond indentures or otherwise, although this determination will necessarily be made on an investment by investment basis. It is possible that the IRS will provide future guidance with respect to the treatment of instruments like the RLS
    or challenge the treatment adopted by the Fund for one or more of its RLS investments. A change in the treatment of the Fund&#8217;s RLS investments that is required as a result of such guidance or an IRS challenge could affect the timing, character and
    amount of the Fund&#8217;s income from the RLS. This, in turn, could affect whether the Fund has satisfied the distribution requirements necessary to qualify as a regulated investment company and to avoid a Fund-level tax.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">RLS that are treated as equity may be subject to special U.S. federal income tax rules applicable to equity investments in a PFIC and will generally be subject to the
    PFIC rules described above under the caption &#8220;Private Investment Funds Taxed as PFICs.&#8221; In cases in which the Fund treats such RLS as an equity interest in a PFIC, the Fund generally expects to make a Mark-to-Market Election, which would require the
    Fund to recognized income or (subject to certain limitations) loss annually based on the difference between the fair market value of the RLS at the end of the year and the Fund&#8217;s adjusted basis in the RLS. Because the Mark-to-Market Election can result
    in recognition of income without the concurrent receipt of cash, the Fund may have to borrow funds or sell portfolio securities, thereby possibly resulting in the recognition of additional income or gain to satisfy the distribution requirements
    necessary to qualify as a regulated investment company and to avoid a Fund-level tax. If the Fund were not able to meet such distribution requirements, the Fund would run the risk of losing its qualification as a regulated investment company.</div>
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  </div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman'; font-weight: bold;">Taxation of Common Shareholders</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">The Fund will either distribute or retain for reinvestment all or part of its net capital gain. If any such gain is retained, the Fund will be subject to a corporate
    income tax on such retained amount. In that event, the Fund expects to designate the retained amount as undistributed capital gain in a notice to its Common Shareholders, each of whom, if subject to U.S. federal income tax on long-term capital gains,
    (i) will be required to include in income for U.S. federal income tax purposes as long-term capital gain its share of such undistributed amounts, (ii) will be entitled to credit its proportionate share of the tax paid by the Fund against its U.S.
    federal income tax liability and to claim refunds to the extent that the credit exceeds such liability and (iii) will increase its basis in its Common Shares by the amount of undistributed capital gain included in such Common Shareholder&#8217;s gross income
    net of the tax deemed paid by the shareholder under clause (ii).</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">Distributions paid to you by the Fund from its net capital gains, if any, that the Fund properly reports as capital gains dividends (&#8220;capital gain dividends&#8221;) are taxable
    as long-term capital gains, regardless of how long you have held your Common Shares. All other dividends paid to you by the Fund (including dividends from net short-term capital gains) from its current or accumulated earnings and profits (&#8220;ordinary
    income dividends&#8221;) are generally subject to tax as ordinary income. Capital gain dividends are not eligible for the dividends received deduction.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">Properly reported ordinary income dividends received by corporate holders of Common Shares generally will be eligible for the dividends received deduction to the extent
    that the Fund&#8217;s income consists of dividend income from U.S. corporations and certain holding period requirements are satisfied. If you are a non-corporate shareholder (including a shareholder who is an individual), any properly reported ordinary
    income dividend that you receive from the Fund generally will be eligible for taxation at reduced maximum rates to the extent that (i) the ordinary income dividend is attributable to &#8220;qualified dividend income&#8221; (<font style="font-style: italic;">i.e.,
    </font>generally dividends paid by U.S. corporations and certain foreign corporations) received by the Fund, (ii) the Fund satisfies certain holding period and other requirements with respect to the stock on which such qualified dividend income was
    paid and (iii) you satisfy certain holding period and other requirements with respect to your Common Shares. The reduced rates for &#8220;qualified dividend income&#8221; are not applicable to (i) dividends paid by a foreign corporation that is a PFIC, (ii) income
    inclusions from a QEF Election with respect to a PFIC and (iii) ordinary income from a Mark-to-Market Election with respect to a PFIC. Qualified dividend income eligible for these special rules is not actually treated as capital gains, however, and
    thus will not be included in the computation of your net capital gain and generally cannot be used to offset any capital losses. There can be no assurance as to what portion of the Fund&#8217;s distributions will qualify for favorable treatment as qualified
    dividend income or will be eligible for the dividends received deduction.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">A dividend (whether paid in cash or reinvested in additional Fund Common Shares) will not be treated as qualified dividend income (whether received by the Fund or paid by
    the Fund to a Common Shareholder) if (1) the dividend is received with respect to any share held for fewer than 61 days during the 121-day period beginning on the date which is 60 days before the date on which such share becomes ex-dividend with
    respect to such dividend, (2) to the extent that the Common Shareholder is under an obligation (whether pursuant to a short sale or otherwise) to make related payments with respect to positions in substantially similar or related property, or (3) if
    the Common Shareholder elects to have the dividend treated as investment income for purposes of the limitation on deductibility of investment interest.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">The maximum individual rate applicable to &#8220;qualified dividend income&#8221; and long-term capital gains ranges from 0% to 20%, depending on whether the individual&#8217;s income
    exceeds certain threshold amounts. The aggregate amount reported as qualified dividend income by a Fund cannot exceed the aggregate amount of eligible dividends received by such Fund from domestic corporations and certain qualified foreign corporations
    for the taxable year. Qualified dividend income will be limited if the shares with respect to which the dividends are received are deemed to have been held less than 61 days. The rate reductions do not apply to corporate taxpayers or to foreign
    shareholders (as defined herein). Each Fund will be able to separately report distributions of any qualifying long-term capital gains or qualifying dividends earned by the Fund that would be eligible for the lower maximum rate. A Fund shareholder would
    also have to satisfy a more than 60-day holding period as well as certain other requirements with respect to any distributions of qualifying dividends in order to obtain the benefit of the lower rate. Distributions from income derived from interest on
    bonds and other debt instruments will not generally qualify for the lower rates.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">Certain distributions reported by the Fund as section 163(j) interest dividends may be treated as interest income by Common Shareholders for purposes of the tax rules
    applicable to interest expense limitations under Section 163(j) of the Code. Such treatment by the Common Shareholder is generally subject to holding period requirements and other potential limitations, although the holding period requirements are
    generally not applicable </div>
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  </div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';">to dividends declared by money market funds and certain other funds that declare dividends daily and pay such dividends on a monthly or more frequent basis. The amount that the Fund is
    eligible to report as a Section 163(j) dividend for a tax year is generally limited to the excess of the Fund&#8217;s business interest income over the sum of the Fund&#8217;s (i) business interest expense and (ii) other deductions properly allocable to the Fund&#8217;s
    business interest income.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">Individuals (and certain other non-corporate entities) are generally eligible for a 20% deduction with respect to taxable ordinary REIT dividends. Applicable Treasury
    regulations allow the Fund to pass through to its Common Shareholders such taxable ordinary REIT dividends. Accordingly, individual (and certain other non-corporate) Common Shareholders of the Fund that have received such taxable ordinary REIT
    dividends may be able to take advantage of this 20% deduction with respect to any such amounts passed through.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">Any distributions you receive that are in excess of the Fund&#8217;s current and accumulated earnings and profits will be treated as a tax-free return of capital to the extent
    of your adjusted tax basis in your Common Shares, and thereafter as capital gain from the sale of Common Shares (assuming the Common Shares are held as a capital asset). The amount of any Fund distribution that is treated as a tax-free return of
    capital will reduce your adjusted tax basis in your Common Shares, thereby increasing your potential gain or reducing your potential loss on any subsequent sale or other disposition of your Common Shares.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">Common Shareholders may be entitled to offset their capital gain dividends with capital loss. The Code contains a number of statutory provisions affecting when capital
    loss may be offset against capital gain and limiting the use of loss from certain investments and activities. Accordingly, Common Shareholders that have capital losses are urged to consult their tax advisers.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; 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 Fund. Dividends and other distributions
    paid by the Fund are generally treated under the Code as received by you at the time the dividend or distribution is made. If, however, the Fund pays you a dividend in January that was declared in the previous October, November or December and you were
    the Common Shareholder of record on a specified date in one of such months, then such dividend will be treated for U.S. federal income tax purposes as being paid by the Fund and received by you on December 31 of the year in which the dividend was
    declared. In addition, certain other distributions made after the close of the Fund&#8217;s taxable year may be &#8220;spilled back&#8221; and treated as paid by the Fund (except for purposes of the 4% nondeductible excise tax) during such taxable year. In such case,
    you will be treated as having received such dividends in the taxable year in which the distributions were actually made.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; 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 a distribution will
    receive a distribution which will be taxable to them even though it represents in part a return of invested capital.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">The Fund will send you information after the end of each year setting forth the amount and tax status of any distributions paid to you by the Fund.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">Ordinary income dividends and capital gain dividends also may be subject to state and local taxes. Common Shareholders are urged to consult their own tax advisers
    regarding specific questions about U.S. federal (including the application of the alternative minimum tax rules), state, local or foreign tax consequences to them of investing in the Fund.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; 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 61-day period beginning 30 days before and ending 30 days after your sale or exchange of the Common Shares. In such case, your tax basis in the Common Shares acquired will be adjusted to
    reflect the disallowed loss.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; 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 non-corporate
    taxpayers, short-term capital gain is currently taxed at rates applicable to ordinary income while long-term capital gain generally is taxed at preferential maximum tax rates.</div>
  <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
    <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-family: 'Times New Roman'; font-weight: normal; font-style: normal;">44</font></div>
    <div id="DSPFPageBreak" style="page-break-after: always;">
      <hr noshade="noshade" style="border-width: 0px; clear: both; margin: 4px 0px; width: 100%; height: 2px; color: #000000; background-color: #000000;"></div>
  </div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">Certain non-corporate U.S. Common Shareholders whose income exceeds certain thresholds will be required to pay a 3.8% Medicare tax on all or a portion of their &#8220;net
    investment income,&#8221; which includes dividends received from the Fund and capital gains from the sale or other disposition of the Fund&#8217;s Common Shares.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">The Fund may be required to withhold, for U.S. federal backup withholding tax purposes, a portion of the dividends, distributions and redemption proceeds payable to
    non-corporate Common Shareholders (including individuals) who fail to provide the Fund (or its agent) with their correct taxpayer identification number (in the case of individuals, generally, their social security number) or to make required
    certifications, or who are otherwise subject to backup withholding. Backup withholding is not an additional tax and any amount withheld may be refunded or credited against your U.S. federal income tax liability, if any, provided that you timely furnish
    the required information to the IRS.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman'; font-weight: bold;">Foreign Shareholders</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">Taxation of a shareholder who, as to the United States, is a nonresident alien individual, foreign trust or estate, or foreign corporation (&#8220;foreign shareholder&#8221;) depends
    on whether the income from the Fund is &#8220;effectively connected&#8221; with a U.S. trade or business carried on by such shareholder. If the income from the Fund is not effectively connected with a U.S. trade or business carried on by a foreign shareholder,
    ordinary income dividends (including distributions of any net short-term capital gains) will generally be subject to U.S. withholding tax at the rate of 30% (or lower treaty rate) upon the gross amount of the dividend. Note that the preferential rate
    of tax applicable to certain dividends (discussed above) does not apply to dividends paid to foreign shareholders. Such a foreign shareholder would generally be exempt from U.S. federal income tax on gains realized on the sale of Fund shares, and
    distributions of net long-term capital gains that are reported as capital gain dividends. If the income from the Fund is effectively connected with a U.S. trade or business carried on by a foreign shareholder, then ordinary income dividends, capital
    gain dividends and any gains realized upon the sale of Fund shares will be subject to U.S. federal income tax at the rates applicable to U.S. citizens or domestic corporations.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">Ordinary income dividends properly reported by a regulated investment company are generally exempt from U.S. federal withholding tax where they (i) are paid in respect of
    the regulated investment company&#8217;s &#8220;qualified net interest income&#8221; (generally, the regulated investment company&#8217;s U.S. source interest income, other than certain contingent interest and interest from obligations of a corporation or partnership in which
    the regulated investment company is at least a 10% shareholder, reduced by expenses that are allocable to such income) or (ii) are paid in respect of the regulated investment company&#8217;s &#8220;qualified short-term capital gains&#8221; (generally, the excess of the
    regulated investment company&#8217;s net short-term capital gain over the regulated investment company&#8217;s long-term capital loss for such taxable year). Depending on its circumstances, the Fund may report all, some or none of its potentially eligible
    dividends as such qualified net interest income or as qualified short-term capital gains, and/or treat such dividends, in whole or in part, as ineligible for this exemption from withholding. To qualify for this exemption from withholding, a foreign
    investor must comply with applicable certification requirements relating to its non-U.S. status (including, in general, furnishing an IRS Form W-8BEN, W-8BEN-E or substitute Form). In the case of Common Shares held through an intermediary, the
    intermediary may withhold even if the Fund reports the payment as qualified net interest income or qualified short-term capital gain. Foreign investors should contact their intermediaries with respect to the application of these rules to their
    accounts. There can be no assurance as to what portion of the Fund&#8217;s distributions will qualify for favorable treatment as qualified net interest income or qualified short-term capital gains.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">In addition, withholding at a rate of 30% is required on dividends in respect of Common Shares held by or through certain foreign financial institutions (including
    investment funds), unless such institution enters into an agreement with the Secretary of the Treasury to report, on an annual basis, information with respect to shares in, and accounts maintained by, the institution to the extent such shares or
    accounts are held by certain U.S. persons or by certain non-U.S. entities that are wholly or partially owned by U.S. persons and to withhold on certain payments. Accordingly, the entity through which Common Shares are held will affect the determination
    of whether such withholding is required. Similarly, dividends in respect of Common Shares held by an investor that is a non-financial non-U.S. entity will be subject to withholding at a rate of 30%, unless such entity either (i) certifies that such
    entity does not have any &#8220;substantial U.S. owners&#8221; or (ii) provides certain information regarding the entity&#8217;s &#8220;substantial U.S. owners,&#8221; which the applicable withholding agent will in turn provide to the Secretary of the Treasury. An intergovernmental
    agreement between the United States and an applicable foreign country, or future Treasury regulations or other guidance, may modify these requirements. Non-U.S. Common Shareholders are </div>
  <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
    <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-family: 'Times New Roman'; font-weight: normal; font-style: normal;">45</font></div>
    <div id="DSPFPageBreak" style="page-break-after: always;">
      <hr noshade="noshade" style="border-width: 0px; clear: both; margin: 4px 0px; width: 100%; height: 2px; color: #000000; background-color: #000000;"></div>
  </div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';">encouraged to consult with their tax advisers regarding the possible implications of these rules on their investment in our Common Shares.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman'; font-weight: bold;">The foregoing is a general summary of the provisions of the Code and the Treasury regulations in effect as they directly govern the taxation of the
    Fund and its Common Shareholders. These provisions are subject to change by legislative or administrative action, and any such change may be retroactive. Ordinary income and capital gain dividends may also be subject to state and local taxes. Common
    Shareholders are urged to consult their tax advisers regarding specific questions as to U.S. federal, state, local and foreign income or other taxes.</div>
  <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
    <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-family: 'Times New Roman'; font-weight: normal; font-style: normal;">46</font></div>
    <div id="DSPFPageBreak" style="page-break-after: always;">
      <hr noshade="noshade" style="border-width: 0px; clear: both; margin: 4px 0px; width: 100%; height: 2px; color: #000000; background-color: #000000;"></div>
  </div>
  <div style="margin-bottom: 6pt;"><br>
  </div>
  <div style="text-align: center; margin-bottom: 6pt; font-family: 'Times New Roman'; font-weight: bold;">GENERAL INFORMATION</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman'; font-weight: bold;">Proxy Voting Policy and Procedures and Proxy Voting Record</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">The Fund has delegated the voting of proxies relating to its portfolio securities to the Sub-Adviser. The Sub-Adviser&#8217;s Proxy Voting Policy is included as Appendix B to
    this SAI.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">Information on how the Fund voted proxies relating to portfolio securities during the most recent twelve-month period ended June 30 will be available without charge, upon
    request, by calling (800) 851-0264. The information also will be available on the SEC&#8217;s web site at www.sec.gov.</div>
  <div style="font-family: 'Times New Roman'; font-weight: bold;">Principal Owner of Common Shares</div>
  <div style="text-indent: 36pt; margin-top: 6pt; margin-bottom: 6pt; font-family: 'Times New Roman';">Prior to the public offering of the common shares, the Adviser purchased common shares from the Fund in an amount satisfying the net worth requirements
    of Section&#160;14(a) of the Investment Company Act, which requires the Fund to have a net worth of at least $100,000 prior to making a public offering. As of the date of this SAI, the Adviser owned 100% of the Fund&#8217;s outstanding Common Shares and therefore
    may be deemed to control the Fund until such time as it owns 25% or less of the Fund&#8217;s outstanding common shares, which is expected to occur upon the closing of this offering. The address of the Adviser is 227 West Monroe Street, Chicago, Illinois
    60606. The Adviser is organized under the laws of the State of Delaware and is a wholly-owned subsidiary of Guggenheim Partners, LLC.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman'; font-weight: bold;">Legal Counsel</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">Dechert LLP is counsel to the Fund in connection with the issuance of the Common Shares. Certain legal matters will be passed on for the Underwriters by Clifford Chance
    US LLP, which may rely as to certain matters of Delaware law on the opinion of Dechert LLP.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman'; font-weight: bold;">Independent Registered Public Accounting Firm</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">Ernst &amp; Young LLP, 1775 Tysons Blvd, Tysons, Virginia 22102, has been engaged as the Fund&#8217;s Independent Registered Public Accounting Firm. Ernst &amp; Young LLP will
    audit the Fund&#8217;s financial statements and financial highlights, including the notes thereto, included in the Fund&#8217;s annual reports to shareholders.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman'; font-weight: bold;">Codes of Ethics</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">The Fund, the Investment Adviser and the Sub-Adviser each have adopted a code of ethics. The codes of ethics set forth restrictions on the trading activities of
    trustees/directors, officers and employees of the Fund, the Investment Adviser, the Sub-Adviser and their affiliates, as applicable. The codes of ethics of the Fund, the Investment Adviser and the Sub-Adviser are on file with the SEC. The codes of
    ethics are also available on the EDGAR Database on the SEC&#8217;s Internet site at http://www.sec.gov, and copies of the codes of ethics may be obtained, after paying a duplicating fee, by electronic request at the following email address:
    publicinfo@sec.gov.</div>
  <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
    <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-family: 'Times New Roman'; font-weight: normal; font-style: normal;">47</font></div>
    <div id="DSPFPageBreak" style="page-break-after: always;">
      <hr noshade="noshade" style="border-width: 0px; clear: both; margin: 4px 0px; width: 100%; height: 2px; color: #000000; background-color: #000000;"></div>
  </div>
  <div style="margin-bottom: 6pt;"> </div>
  <div style="text-align: center; margin-bottom: 6pt;">
    <div style="text-align: left; margin-bottom: 10pt; font-weight: bold;"> <br>
    </div>
    <br>
    <div style="margin-bottom: 10pt; font-weight: bold;">Report of Independent Registered Public Accounting Firm</div>
    <div style="text-align: left;">To the Shareholders and Board of Trustees of Guggenheim Active Allocation Fund</div>
    <div style="margin-bottom: 6pt;"><br>
    </div>
    <div style="text-align: left; margin-bottom: 6pt; font-weight: bold;">Opinion on the Financial Statements</div>
    <div style="text-align: left; margin-bottom: 6pt;">We have audited the accompanying statement of assets and liabilities of Guggenheim Active Allocation Fund (the &#8220;Fund&#8221;), as of October 8, 2021 and the related notes (collectively referred to as the
      &#8220;financial statements&#8221;). In our opinion, the financial statements present fairly, in all material respects, the financial position of Guggenheim Active Allocation Fund at October 8, 2021, in conformity with U.S. generally accepted accounting
      principles.</div>
    <div style="text-align: left; margin-top: 12pt; margin-bottom: 6pt; font-weight: bold;">Basis for Opinion</div>
    <div style="text-align: left; margin-bottom: 6pt;">These financial statements are the responsibility of the Fund&#8217;s management. Our responsibility is to express an opinion on the Fund&#8217;s financial statements based on our audit. We are a public accounting
      firm registered with the Public Company Accounting Oversight Board (United States) (&#8220;PCAOB&#8221;) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of
      the Securities and Exchange Commission and the PCAOB.</div>
    <div style="text-align: left; margin-bottom: 6pt;">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 statements
      are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of the Fund&#8217;s 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 Fund&#8217;s internal control over financial reporting. Accordingly, we express no such opinion.</div>
    <div style="text-align: left; margin-bottom: 10pt;">Our audit included performing procedures to assess the risks of material misstatement of the financial statements, 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 statements. 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 statements. We believe that our audit provides a reasonable basis for our opinion.</div>
    <div style="text-align: right;"><img src="ernstsig2.gif"></div>
    <div style="text-align: left;">
      <div style="margin-bottom: 10pt;">We have served as the auditor of one or more Guggenheim investment companies since 1979.</div>
      <div>Tysons, Virginia</div>
      <div style="margin-bottom: 10pt;">October 14, 2021<br>
      </div>
    </div>
    <br>
  </div>
  <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
    <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-family: 'Times New Roman'; font-weight: normal; font-style: normal;">48</font></div>
    <div id="DSPFPageBreak" style="page-break-after: always;">
      <hr noshade="noshade" style="border-width: 0px; clear: both; margin: 4px 0px; width: 100%; height: 2px; color: #000000; background-color: #000000;"></div>
  </div>
  <!--PROfilePageNumberReset%Num%49%%%-->
  <div style="margin: 0px; font-family: 'Times New Roman'; font-weight: bold;">GUGGENHEIM ACTIVE ALLOCATION FUND </div>
  <div style="margin: 0px; font-family: 'Times New Roman'; font-weight: bold;">STATEMENT OF ASSETS AND LIABILITIES </div>
  <div style="margin-bottom: 6pt;"><font style="font-family: 'Times New Roman'; font-weight: bold;">OCTOBER 8, 2021</font><br>
    <hr noshade="noshade" align="center" style="height: 2px; color: #000000; background-color: #000000; text-align: center; margin-left: auto; margin-right: auto; border: none;"> </div>
  <div style="text-align: center; margin-bottom: 6pt; font-family: 'Times New Roman'; font-weight: bold;"></div>
  <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; border-collapse: collapse; text-align: left; color: #000000;" id="z2859dea9145643f5a4a3a44ef7a5a89d">

      <tr>
        <td style="width: 84.09%; vertical-align: bottom;">
          <div>&#160;</div>
        </td>
        <td style="width: 0.59%; vertical-align: bottom;">
          <div>&#160;</div>
        </td>
        <td colspan="2" style="width: 14.31%; vertical-align: bottom;">
          <div>&#160;</div>
        </td>
        <td style="width: 1.01%; vertical-align: bottom;">
          <div>&#160;</div>
        </td>
      </tr>
      <tr>
        <td style="width: 84.09%; vertical-align: bottom; background-color: #CCEEFF;">
          <div style="font-weight: bold;">ASSETS:</div>
        </td>
        <td style="width: 0.59%; vertical-align: bottom; background-color: #CCEEFF;">
          <div>&#160;</div>
        </td>
        <td style="width: 1.18%; vertical-align: bottom; background-color: #CCEEFF;">
          <div>&#160;</div>
        </td>
        <td style="width: 13.13%; vertical-align: bottom; background-color: #CCEEFF;">
          <div style="text-align: right;">&#160;</div>
        </td>
        <td style="width: 1.01%; vertical-align: bottom; background-color: #CCEEFF;">
          <div>&#160;</div>
        </td>
      </tr>
      <tr>
        <td style="width: 84.09%; vertical-align: bottom;">
          <div style="text-indent: 9pt;">Cash</div>
        </td>
        <td style="width: 0.59%; vertical-align: bottom;">
          <div>&#160;</div>
        </td>
        <td style="width: 1.18%; vertical-align: bottom; border-bottom: 2px solid rgb(0, 0, 0);">
          <div>$</div>
        </td>
        <td style="width: 13.13%; vertical-align: bottom; border-bottom: 2px solid rgb(0, 0, 0);">
          <div style="text-align: right;">100,000</div>
        </td>
        <td style="width: 1.01%; vertical-align: bottom;">
          <div>&#160;</div>
        </td>
      </tr>
      <tr>
        <td style="width: 84.09%; vertical-align: bottom; background-color: #CCEEFF;">
          <div style="text-indent: 18pt;">Total assets</div>
        </td>
        <td style="width: 0.59%; vertical-align: bottom; background-color: #CCEEFF;">
          <div>&#160;</div>
        </td>
        <td style="width: 1.18%; vertical-align: bottom; background-color: #CCEEFF; border-bottom: #000000 4px double;">
          <div>$</div>
        </td>
        <td style="width: 13.13%; vertical-align: bottom; background-color: #CCEEFF; border-bottom: #000000 4px double;">
          <div style="text-align: right;">100,000</div>
        </td>
        <td style="width: 1.01%; vertical-align: bottom; background-color: #CCEEFF;">
          <div>&#160;</div>
        </td>
      </tr>
      <tr>
        <td style="width: 84.09%; vertical-align: bottom;">
          <div>&#160;</div>
        </td>
        <td style="width: 0.59%; vertical-align: bottom;">
          <div>&#160;</div>
        </td>
        <td style="width: 1.18%; vertical-align: bottom;">
          <div>&#160;</div>
        </td>
        <td style="width: 13.13%; vertical-align: bottom;">
          <div style="text-align: right;">&#160;</div>
        </td>
        <td style="width: 1.01%; vertical-align: bottom;">
          <div>&#160;</div>
        </td>
      </tr>
      <tr>
        <td style="width: 84.09%; vertical-align: bottom; background-color: #CCEEFF;">
          <div style="font-weight: bold;">LIABILITIES:<br>
          </div>
        </td>
        <td style="width: 0.59%; vertical-align: bottom; background-color: #CCEEFF;">&#160;</td>
        <td style="width: 1.18%; vertical-align: bottom; background-color: #CCEEFF;">&#160;</td>
        <td style="width: 13.13%; vertical-align: bottom; background-color: #CCEEFF;">&#160;</td>
        <td style="width: 1.01%; vertical-align: bottom; background-color: #CCEEFF;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 84.09%; vertical-align: bottom;">
          <div style="text-indent: 18pt;">Total Liabilities</div>
        </td>
        <td style="width: 0.59%; vertical-align: bottom;">&#160;</td>
        <td style="width: 1.18%; vertical-align: bottom; border-bottom: 2px solid rgb(0, 0, 0);">&#160;</td>
        <td style="width: 13.13%; vertical-align: bottom; border-bottom: 2px solid rgb(0, 0, 0);">
          <div style="text-align: right;">0</div>
        </td>
        <td style="width: 1.01%; vertical-align: bottom;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 84.09%; vertical-align: bottom; background-color: #CCEEFF;">&#160;</td>
        <td style="width: 0.59%; vertical-align: bottom; background-color: #CCEEFF;">&#160;</td>
        <td style="width: 1.18%; vertical-align: bottom; background-color: #CCEEFF; border-top: #000000 2px solid;">&#160;</td>
        <td style="width: 13.13%; vertical-align: bottom; background-color: #CCEEFF; border-top: #000000 2px solid;">&#160;</td>
        <td style="width: 1.01%; vertical-align: bottom; background-color: #CCEEFF;">&#160;</td>
      </tr>
      <tr>
        <td style="width: 84.09%; vertical-align: bottom;">
          <div style="text-indent: 18pt;">NET ASSETS<br>
          </div>
        </td>
        <td style="width: 0.59%; vertical-align: bottom;">&#160;</td>
        <td style="width: 1.18%; vertical-align: bottom; border-bottom: 4px double rgb(0, 0, 0);">
          <div>$</div>
        </td>
        <td style="width: 13.13%; vertical-align: bottom; border-bottom: 4px double rgb(0, 0, 0);">
          <div style="text-align: right;">100,000</div>
        </td>
        <td style="width: 1.01%; vertical-align: bottom;">&#160;</td>
      </tr>
      <tr>
        <td rowspan="1" style="width: 84.09%; vertical-align: bottom; background-color: rgb(204, 238, 255);">&#160;</td>
        <td rowspan="1" style="width: 0.59%; vertical-align: bottom; background-color: rgb(204, 238, 255);">&#160;</td>
        <td rowspan="1" style="width: 1.18%; vertical-align: bottom; background-color: rgb(204, 238, 255);">&#160;</td>
        <td rowspan="1" style="width: 13.13%; vertical-align: bottom; background-color: rgb(204, 238, 255);">&#160;</td>
        <td rowspan="1" style="width: 1.01%; vertical-align: bottom; background-color: rgb(204, 238, 255);">&#160;</td>
      </tr>
      <tr>
        <td style="width: 84.09%; vertical-align: bottom;">
          <div style="font-weight: bold;">COMPOSITION OF NET ASSETS;<br>
          </div>
        </td>
        <td style="width: 0.59%; vertical-align: bottom;">
          <div>&#160;</div>
        </td>
        <td style="width: 1.18%; vertical-align: bottom;">
          <div>&#160;</div>
        </td>
        <td style="width: 13.13%; vertical-align: bottom;">
          <div style="text-align: right;">&#160;</div>
        </td>
        <td style="width: 1.01%; vertical-align: bottom;">
          <div>&#160;</div>
        </td>
      </tr>
      <tr>
        <td style="width: 84.09%; vertical-align: bottom; background-color: rgb(204, 238, 255);">
          <div style="text-indent: 9pt;">Common Stock, at par value of $0.01 per share; unlimited number of shares authorized, 5,000 common shares outstanding</div>
        </td>
        <td style="width: 0.59%; vertical-align: bottom; background-color: rgb(204, 238, 255);">
          <div>&#160;</div>
        </td>
        <td style="width: 1.18%; vertical-align: bottom; background-color: rgb(204, 238, 255);">
          <div>$</div>
        </td>
        <td style="width: 13.13%; vertical-align: bottom; background-color: rgb(204, 238, 255);">
          <div style="text-align: right;">50</div>
        </td>
        <td style="width: 1.01%; vertical-align: bottom; background-color: rgb(204, 238, 255);">
          <div>&#160;</div>
        </td>
      </tr>
      <tr>
        <td style="width: 84.09%; vertical-align: bottom; padding-bottom: 2px; background-color: rgb(204, 238, 255); text-indent: 9pt;" rowspan="1">Additional Paid in Capital<br>
        </td>
        <td style="width: 0.59%; vertical-align: bottom; padding-bottom: 2px; background-color: rgb(204, 238, 255);" rowspan="1">&#160;</td>
        <td style="width: 1.18%; vertical-align: bottom; border-bottom: 2px solid rgb(0, 0, 0); background-color: rgb(204, 238, 255);" rowspan="1">&#160;</td>
        <td style="width: 13.13%; vertical-align: bottom; text-align: right; border-bottom: 2px solid rgb(0, 0, 0); background-color: rgb(204, 238, 255);" rowspan="1">&#160;99,950</td>
        <td style="width: 1.01%; vertical-align: bottom; padding-bottom: 2px; background-color: rgb(204, 238, 255);" rowspan="1">&#160;</td>
      </tr>
      <tr>
        <td style="width: 84.09%; vertical-align: bottom;">
          <div style="text-indent: 18pt;">NET ASSETS</div>
        </td>
        <td style="width: 0.59%; vertical-align: bottom;">
          <div>&#160;</div>
        </td>
        <td style="width: 1.18%; vertical-align: bottom; border-bottom: 4px double rgb(0, 0, 0);">
          <div>$</div>
        </td>
        <td style="width: 13.13%; vertical-align: bottom; border-bottom: 4px double rgb(0, 0, 0);">
          <div style="text-align: right;">100,000</div>
        </td>
        <td style="width: 1.01%; vertical-align: bottom;">
          <div>&#160;</div>
        </td>
      </tr>
      <tr>
        <td style="width: 84.09%; vertical-align: bottom; background-color: rgb(204, 238, 255);" rowspan="1">&#160;</td>
        <td style="width: 0.59%; vertical-align: bottom; background-color: rgb(204, 238, 255);" rowspan="1">&#160;</td>
        <td style="width: 1.18%; vertical-align: bottom; background-color: rgb(204, 238, 255);" rowspan="1">&#160;</td>
        <td style="width: 13.13%; vertical-align: bottom; background-color: rgb(204, 238, 255);" rowspan="1">&#160;</td>
        <td style="width: 1.01%; vertical-align: bottom; background-color: rgb(204, 238, 255);" rowspan="1">&#160;</td>
      </tr>
      <tr>
        <td style="width: 84.09%; vertical-align: bottom;">
          <div><font style="font-weight: bold;">COMMON SHARES:</font><br>
          </div>
        </td>
        <td style="width: 0.59%; vertical-align: bottom;">
          <div>&#160;</div>
        </td>
        <td style="width: 1.18%; vertical-align: bottom;">
          <div>&#160;</div>
        </td>
        <td style="width: 13.13%; vertical-align: bottom;">
          <div style="text-align: right;">&#160;</div>
        </td>
        <td style="width: 1.01%; vertical-align: bottom;">
          <div>&#160;</div>
        </td>
      </tr>
      <tr>
        <td style="width: 84.09%; vertical-align: bottom; background-color: rgb(204, 238, 255);">
          <div style="text-indent: 9pt;">Net asset value per share ($100,000 / 5,000 shares of beneficial interest issued and outstanding)</div>
        </td>
        <td style="width: 0.59%; vertical-align: bottom; background-color: rgb(204, 238, 255);">
          <div>&#160;</div>
        </td>
        <td style="width: 1.18%; vertical-align: bottom; border-bottom: 4px double rgb(0, 0, 0); background-color: rgb(204, 238, 255);">
          <div>$</div>
        </td>
        <td style="width: 13.13%; vertical-align: bottom; border-bottom: 4px double rgb(0, 0, 0); background-color: rgb(204, 238, 255);">
          <div style="text-align: right;">20.00</div>
        </td>
        <td style="width: 1.01%; vertical-align: bottom; background-color: rgb(204, 238, 255);">
          <div>&#160;</div>
        </td>
      </tr>

  </table>
  <div style="font-family: 'Times New Roman';">&#160;&#160;</div>
  <div style="font-family: 'Times New Roman'; font-style: italic;">SEE NOTES TO STATEMENT OF ASSETS AND LIABILITIES</div>
  <div><br>
  </div>
  <div><br>
  </div>
  <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
    <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-family: 'Times New Roman'; font-weight: normal; font-style: normal;">49</font></div>
    <div id="DSPFPageBreak" style="page-break-after: always;">
      <hr noshade="noshade" style="border-width: 0px; clear: both; margin: 4px 0px; width: 100%; height: 2px; color: #000000; background-color: #000000;"></div>
  </div>
  <div><br>
  </div>
  <div>
    <table cellspacing="0" cellpadding="0" border="0" id="z71c40c6a3bd94775908df0584e0994bb" style="font-family: 'Times New Roman'; font-size: 10pt; color: #000000; width: 100%;">

        <tr>
          <td style="width: 50%; border-bottom: 2px solid rgb(0, 0, 0);">
            <div style="font-weight: bold;">NOTES TO STATEMENT OF ASSETS AND LIABILITIES <br>
            </div>
          </td>
          <td style="width: 50%; border-bottom: 2px solid rgb(0, 0, 0);">
            <div style="text-align: right;"><font style="font-weight: bold;">&#160;October 8, 2021</font><br>
            </div>
          </td>
        </tr>

    </table>
  </div>
  <div><br>
  </div>
  <div style="font-family: 'Times New Roman';">NOTE 1 &#8211; ORGANIZATION</div>
  <div><br>
  </div>
  <div style="font-family: 'Times New Roman';">Guggenheim Active Allocation Fund (the &#8220;Fund&#8221;) was organized as a statutory trust organized under the laws of Delaware pursuant to a Certificate of Trust dated May 20, 2021. The Fund is registered as a
    diversified, closed-end management investment company under the Investment Company Act of 1940, as amended, and the Securities Act of 1933, as amended, and its common shares are expected to be listed for secondary market trading on the New York Stock
    Exchange. The Fund has not had any operations to date other than the sale of 5,000 common shares, $0.01 par value per share, of beneficial interest to Guggenheim Funds Investment Advisors, LLC (the &#8220;Investment Adviser&#8221;), for $100,000.</div>
  <div><br>
  </div>
  <div style="font-family: 'Times New Roman';">The Investment Adviser has agreed to pay all offering costs associated with the initial offering. The Investment Adviser has also agreed to pay the Fund&#8217;s organizational expenses. Offering costs and
    organizational expenses are not reimbursable to the Investment Adviser by the Fund.</div>
  <div><br>
  </div>
  <div style="font-family: 'Times New Roman';">NOTE 2 &#8211; SIGNIFICANT ACCOUNTING POLICIES</div>
  <div><br>
  </div>
  <div style="font-family: 'Times New Roman';">The preparation of the Statement of Assets and Liabilities in accordance with U.S. generally accepted accounting principles (&#8220;GAAP&#8221;) requires management to make estimates and assumptions that affect the
    reported amounts and disclosures in the Statement of Assets and Liabilities. Actual results could differ from these estimates. </div>
  <div style="font-family: 'Times New Roman';"> <br>
  </div>
  <div style="font-family: 'Times New Roman';">The Fund intends to pay substantially all of its net investment income to common shareholders through monthly distributions. In addition, the Fund intends to distribute any net long-term capital gains to
    common shareholders at least annually.</div>
  <div><br>
  </div>
  <div style="font-family: 'Times New Roman';">NOTE 3 - INVESTMENT ADVISORY AGREEMENT AND OTHER AGREEMENTS</div>
  <div><br>
  </div>
  <div style="font-family: 'Times New Roman';">Guggenheim Funds Investment Advisors, LLC will act as the Fund&#8217;s investment adviser pursuant to an investment advisory agreement with the Fund (the &#8220;Advisory Agreement&#8221;). Pursuant to the Advisory Agreement,
    the Investment Adviser will be responsible for the management of the Fund and will administer the affairs of the Fund to the extent requested by the Board of Trustees. As compensation for its services, the Fund will pay the Investment Adviser a fee,
    payable monthly, in an annual amount equal to 1.25% of the Fund&#8217;s average daily Managed Assets. &#8220;Managed Assets&#8221; means the total assets of the Fund, including the assets attributable to the proceeds of any financial leverage (whether or not these
    assets are reflected in the Fund&#8217;s financial statements for purposes of generally accepted accounting principles), minus liabilities, other than liabilities related to any financial leverage. Managed Assets shall include assets attributable to
    financial leverage of any form, including indebtedness, engaging in reverse repurchase agreements, dollar rolls and economically similar transactions, investments in inverse floating rate securities, and preferred shares.<br>
    <br>
    Guggenheim Partners Investment Management, LLC serves as the Fund&#8217;s investment subadviser responsible for the management of the Fund&#8217;s investment portfolio pursuant to an investment sub-advisory agreement among the Fund, the Investment Adviser and the
    Sub-Adviser. Each of the Investment Adviser and the Sub-Adviser is an indirect subsidiary of Guggenheim Partners, LLC. Guggenheim Partners, LLC is a diversified financial services firm with wealth management, capital markets, investment management and
    proprietary investing businesses, whose clients are a mix of individuals, family offices, endowments, foundations, insurance companies and other institutions. As compensation for their services, the Investment Adviser will pay the Sub-Adviser a fee,
    payable monthly, in an annual amount equal to 0.625% of the Fund&#8217;s average daily Managed Assets.<br>
    <br>
  </div>
  <div style="font-family: 'Times New Roman';">The Bank of New York Mellon (&#8220;BNY&#8221;) will act as the Fund&#8217;s custodian. As custodian, BNY will be responsible for the custody of the Fund&#8217;s assets. Computershare Trust Company, N.A. (&#8220;Computershare&#8221;) will act as
    the Fund&#8217;s transfer agent. As transfer agent, Computershare will be responsible for performing transfer agency services for the Fund.</div>
  <div><br>
  </div>
  <div style="font-family: 'Times New Roman';">MUFG Investor Services (US) LLC (&#8220;MUFG), will act as the Fund&#8217;s administrator and accounting agent under a Fund Accounting Agreement and separate Fund Administration Agreement. As administrator and accounting
    agent, MUFG will maintain the books and records of the Fund&#8217;s securities and cash. As compensation for services performed under these agreements, MUFG will receive a monthly fee equal to an annual percentage of the Fund&#8217;s average daily Managed Assets
    subject to certain breakpoints and minimum monthly fees.</div>
  <div><br>
  </div>
  <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
    <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-family: 'Times New Roman'; font-weight: normal; font-style: normal;">50</font></div>
    <div id="DSPFPageBreak" style="page-break-after: always;">
      <hr noshade="noshade" style="border-width: 0px; clear: both; margin: 4px 0px; width: 100%; height: 2px; color: #000000; background-color: #000000;"></div>
  </div>
  <div style="font-family: 'Times New Roman';">No advisory, sub-advisory or fund administration fees will be incurred until the Fund commences operations.</div>
  <div><br>
  </div>
  <div style="font-family: 'Times New Roman';">NOTE 4 - FEDERAL INCOME TAXES</div>
  <div style="font-family: 'Times New Roman';"> <br>
  </div>
  <div style="font-family: 'Times New Roman';">The Fund intends to comply with the requirements of the Internal Revenue Code of 1986, as amended, applicable to regulated investment companies. Accordingly, no provision for U.S. federal income taxes is
    required. In addition, by distributing substantially all of its ordinary income and long-term capital gains, if any, during each calendar year, the Fund intends not to be subject to U.S. federal excise tax.</div>
  <div><br>
  </div>
  <div style="font-family: 'Times New Roman';">NOTE 5 &#8211; INDEMNIFICATIONS</div>
  <div><br>
  </div>
  <div style="font-family: 'Times New Roman';">In the normal course of business, the Fund enters into contracts that contain a variety of representations which provide general indemnifications. The Fund&#8217;s maximum exposure under these arrangements is
    unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, the Fund expects the risk of loss to be remote.</div>
  <div><br>
  </div>
  <div style="font-family: 'Times New Roman';">NOTE 6 &#8211; SUBSEQUENT EVENTS</div>
  <div><br>
  </div>
  <div style="font-family: 'Times New Roman';">The Fund has performed an evaluation of subsequent events through October 14, 2021, the date the Statement of Assets and Liabilities was issued and has determined that no additional items require recognition
    or disclosure.</div>
  <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
    <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-family: 'Times New Roman'; font-weight: normal; font-style: normal;">51</font></div>
    <div id="DSPFPageBreak" style="page-break-after: always;">
      <hr noshade="noshade" style="border-width: 0px; clear: both; margin: 4px 0px; width: 100%; height: 2px; color: #000000; background-color: #000000;"></div>
  </div>
  <!--PROfilePageNumberReset%Num%1%A-%%-->
  <div style="margin-bottom: 6pt;"><br>
  </div>
  <div style="text-align: center; margin-bottom: 6pt; font-family: 'Times New Roman'; font-weight: bold;">APPENDIX A<br>
    DESCRIPTION OF SECURITIES RATINGS</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman'; font-weight: bold;">STANDARD &amp; POOR&#8217;S CORPORATION</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">A brief description of the applicable S&amp;P Global Ratings and its affiliates (together, &#8220;S&amp;P&#8221;) rating symbols and their meanings (as published by S&amp;P) follows.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman'; font-weight: bold;">Issue Credit Ratings Definition</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; 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&#8217;s view of the obligor&#8217;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.</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; 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.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman'; font-weight: bold;">Long-Term Issue Credit Ratings*</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">Issue credit ratings are based, in varying degrees, on S&amp;P&#8217;s analysis of the following considerations:</div>
  <div>
    <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000;" class="DSPFListTable" id="z5eeb8bdbb25745cfbbb3052b48cdfea4">

        <tr>
          <td style="width: 72pt; vertical-align: top; align: right;">
            <div style="margin-left: 54pt;">&#8226;</div>
          </td>
          <td style="width: auto; vertical-align: top;">
            <div>The likelihood of payment&#8212;the capacity and willingness of the obligor to meet its financial commitments on an obligation in accordance with the terms of the obligation.</div>
            <div> <br>
            </div>
          </td>
        </tr>

    </table>
  </div>
  <div>
    <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000;" class="DSPFListTable" id="z6431c82bd0064af9b5ac0a013b8cc1b0">

        <tr>
          <td style="width: 72pt; vertical-align: top; align: right;">
            <div style="margin-left: 54pt;">&#8226;</div>
          </td>
          <td style="width: auto; vertical-align: top;">
            <div>The nature of and provisions of the financial obligation, and the promise we impute; and</div>
            <div> <br>
            </div>
          </td>
        </tr>

    </table>
  </div>
  <div>
    <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000;" class="DSPFListTable" id="zf5031492e6674e53b272ed33af980868">

        <tr>
          <td style="width: 72pt; vertical-align: top; align: right;">
            <div style="margin-left: 54pt;">&#8226;</div>
          </td>
          <td style="width: auto; vertical-align: top;">
            <div>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&#8217; rights.</div>
            <div> <br>
            </div>
          </td>
        </tr>

    </table>
  </div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">The issue ratings is an assessment of default risk, but may incorporate an assessment of relative seniority or ultimate recovery in the event of default. Junior
    obligations are typically rated lower than senior obligations, to reflect lower priority in bankruptcy, as noted above. (Such differentiation may apply when an entity has both senior and subordinated obligations, secured and unsecured obligations, or
    operating company and holding company obligations.)</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-weight: bold;">AAA</font> An obligation rated &#8216;AAA&#8217; has the highest rating assigned by S&amp;P. The obligor&#8217;s capacity to meet its financial commitments on the obligation
    is extremely strong.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-weight: bold;">AA</font> An obligation rated &#8216;AA&#8217; differs from the highest-rated obligations only to a small degree. The obligor&#8217;s capacity to meet its financial
    commitments on the obligation is very strong.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-weight: bold;">A</font> An obligation rated &#8216;A&#8217; is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in
    higher-rated categories. However, the obligor&#8217;s capacity to meet its financial commitments on the obligation is still strong.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-weight: bold;">BBB</font> An obligation rated &#8216;BBB&#8217; exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely
    to weaken the obligor&#8217;s capacity to meet its financial commitments on the obligation.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-weight: bold;">BB, B, CCC, CC, and C</font> Obligations rated &#8216;BB&#8217;, &#8216;B&#8217;, &#8216;CCC&#8217;, &#8216;CC&#8217;, and &#8216;C&#8217; are regarded as having significant speculative characteristics. &#8216;BB&#8217;
    indicates the least degree of speculation and &#8216;C&#8217; 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.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-weight: bold;">BB </font>An obligation rated &#8216;BB&#8217; 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&#8217;s inadequate capacity to meet its financial commitments on the obligation.</div>
  <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
    <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-family: 'Times New Roman'; font-weight: normal; font-style: normal;">A-1</font></div>
    <div id="DSPFPageBreak" style="page-break-after: always;">
      <hr noshade="noshade" style="border-width: 0px; clear: both; margin: 4px 0px; width: 100%; height: 2px; color: #000000; background-color: #000000;"></div>
  </div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-weight: bold;">B </font>An obligation rated &#8216;B&#8217; is more vulnerable to nonpayment than obligations rated &#8216;BB&#8217;, 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&#8217;s capacity or willingness to meet its financial commitments on the obligation.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-weight: bold;">CCC </font>An obligation rated &#8216;CCC&#8217; 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.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-weight: bold;">CC </font>An obligation rated &#8216;CC&#8217; is currently highly vulnerable to nonpayment. The &#8216;CC&#8217; 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.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-weight: bold;">C </font>An obligation rated &#8216;C&#8217; 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.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-weight: bold;">D </font>An obligation rated &#8216;D&#8217; is in default or in breach of an imputed promise. For non-hybrid capital instruments, the &#8216;D&#8217; rating category is used when
    payments on an obligation are not made on the date due, unless S&amp;P believes that such payments will be made within five business days in the absence of a stated grace period or within the earlier of the stated grace period or 30 calendar days. The
    &#8216;D&#8217; rating also will be used upon the filing of a bankruptcy petition or the taking of similar action and where default on an obligation is a virtual certainty, for example due to automatic stay provisions. An obligation&#8217;s rating is lowered to &#8216;D&#8217; if
    it is subject to a distressed exchange offer.</div>
  <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000; margin-bottom: 6pt;" class="DSPFListTable" id="z7fc8eb56788a42bb8ca2a78e0d411c6a">

      <tr>
        <td style="width: 28.8pt; vertical-align: top; align: right; font-weight: bold;">*</td>
        <td style="width: auto; vertical-align: top;">
          <div>Ratings from &#8216;AA&#8217; to &#8216;CCC&#8217; may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the rating categories.</div>
        </td>
      </tr>

  </table>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman'; font-weight: bold;">Short-Term Issue Credit Ratings</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-weight: bold;">A-1 </font>A short-term obligation rated &#8216;A-1&#8217; is rated in the highest category by S&amp;P. The obligor&#8217;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&#8217;s capacity to meet its financial commitments on these obligations is extremely strong.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-weight: bold;">A-2 </font>A short-term obligation rated &#8216;A-2&#8217; is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than
    obligations in higher rating categories. However, the obligor&#8217;s capacity to meet its financial commitments on the obligation is satisfactory.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-weight: bold;">A-3 </font>A short-term obligation rated &#8216;A-3&#8217; exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are
    more likely to weaken the obligor&#8217;s capacity to meet its financial commitments on the obligation.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-weight: bold;">B </font>A short-term obligation rated &#8216;B&#8217; 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&#8217;s inadequate capacity to meet its financial commitments.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-weight: bold;">C </font>A short-term obligation rated &#8216;C&#8217; 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.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-weight: bold;">D </font>A short-term obligation rated &#8216;D&#8217; is in default or in breach of an imputed promise. For non-hybrid capital instruments, the &#8216;D&#8217; 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 &#8216;D&#8217; rating also will be used upon the filing of a bankruptcy petition or the taking of a similar action and where default on an obligation is a virtual certainty, for example due to automatic stay provisions. An obligation&#8217;s rating is lowered
    to &#8216;D&#8217; if it is subject to a distressed exchange offer.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-weight: bold;">SPUR (S&amp;Ps Underlying Rating) </font>A SPUR is an opinion about the stand-alone capacity of an obligor to pay debt service on a credit-enhanced debt
    issue, without giving effect to the enhancement that applies to it. These ratings are published only at the request of the debt issuer or obligor with the designation SPUR to distinguish them from the credit-enhanced rating that applies to the debt
    issue. S&amp;P maintains surveillance of an issue with a published SPUR.</div>
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  <div style="margin-bottom: 6pt; font-family: 'Times New Roman'; font-weight: bold;">Municipal Short-Term Note Ratings Definitions</div>
  <div style="text-indent: 36pt; margin-bottom: 6pt; font-family: 'Times New Roman';">A S&amp;P&#8217;s U.S. municipal note rating reflects S&amp;P&#8217;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&#8217;s analysis will review the following
    considerations:</div>
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            <div>Amortization schedule &#8212; the larger the final maturity relative to other maturities, the more likely it will be treated as a note; and</div>
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  </div>
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            <div>Source of payment &#8212; the more dependent the issue is on the market for its refinancing, the more likely it will be treated as a note.</div>
            <div> <br>
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  </div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';">Note rating symbols are as follows:</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-weight: bold;">SP-1 </font>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.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-weight: bold;">SP-2 </font>Satisfactory capacity to pay principal and interest, with some vulnerability to adverse financial and economic changes over the term of the
    notes.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-weight: bold;">SP-3 </font>Speculative capacity to pay principal and interest.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-weight: bold;">D </font>&#8216;D&#8217; 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.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-weight: bold;">Dual Ratings </font>Dual ratings may be assigned to debt issues that have a put option or demand feature. The first component of the rating addresses the
    likelihood of repayment of principal and interest as due, and the second component of the rating addresses only the demand feature. The first component of the rating can relate to either a short-term or long-term transaction and accordingly use either
    short-term or long-term rating symbols. The second component of the rating relates to the put option and is assigned a short-term rating symbol (for example, &#8216;AAA/A-1+&#8217; or &#8216;A-1+/A-1&#8217;). With U.S. municipal short-term demand debt, the U.S. municipal
    short-term note rating symbols are used for the first component of the rating (for example, &#8216;SP-1+/A-1+&#8217;).</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman'; font-weight: bold;">Active Qualifiers</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';">S&amp;P uses the following qualifiers that limit the scope of a rating. The structure of the transaction can require the use of a qualifier such as a &#8216;p&#8217; qualifier, which indicates the
    rating addresses the principal portion of the obligation only. A qualifier appears as a suffix and is part of the rating.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-weight: bold;">Federal deposit insurance limit: &#8216;L&#8217; qualifier </font>Ratings qualified with &#8216;L&#8217; apply only to amounts invested up to federal deposit insurance limits.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-weight: bold;">Principal: &#8216;p&#8217; qualifier </font>This suffix is used for issues in which the credit factors, the terms, or both that determine the likelihood of receipt of
    payment of principal are different from the credit factors, terms, or both that determine the likelihood of receipt of interest on the obligation. The &#8216;p&#8217; suffix indicates that the rating addresses the principal portion of the obligation only and that
    the interest is not rated.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-weight: bold;">Preliminary ratings: &#8216;prelim&#8217; qualifier </font>Preliminary ratings, with the &#8216;prelim&#8217; suffix, may be assigned to obligors or obligations, including
    financial programs, in the circumstances described below. Assignment of a final rating is conditional on the receipt by S&amp;P of appropriate documentation. S&amp;P reserves the right not to issue a final rating. Moreover, if a final rating is issued,
    it may differ from the preliminary rating.</div>
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            <div>Preliminary ratings may be assigned to obligations, most commonly structured and project finance issues, pending receipt of final documentation and legal opinions.</div>
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  </div>
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            <div>Preliminary ratings may be assigned to obligations that will likely be issued upon the obligor&#8217;s emergence from bankruptcy or similar reorganization, based on late-stage reorganization plans, documentation, and discussions with the
              obligor. Preliminary ratings may also be assigned to the obligors. These ratings consider the anticipated general credit quality of the reorganized or post- bankruptcy issuer as well as attributes of the anticipated obligation(s).</div>
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    <div> <br>
    </div>
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      <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-family: 'Times New Roman'; font-weight: normal; font-style: normal;">A-3</font></div>
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            <div>Preliminary ratings may be assigned to entities that are being formed or that are in the process of being independently established when, in S&amp;P&#8217;s opinion, documentation is close to final.<br>
              Preliminary ratings may also be assigned to the obligations of these entities.<br>
              <br>
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    </table>
  </div>
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            <div>Preliminary ratings may be assigned when a previously unrated entity is undergoing a well- formulated restructuring, recapitalization, significant financing, or other transformative event, generally at the point that investor or lender
              commitments are invited. The preliminary rating may be assigned to the entity and to its proposed obligation(s). These preliminary ratings consider the anticipated general credit quality of the obligor, as well as attributes of the
              anticipated obligation(s), assuming successful completion of the transformative event. Should the transformative event not occur, S&amp;P would likely withdraw these preliminary ratings.</div>
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            <div>A preliminary recovery rating may be assigned to an obligation that has a preliminary issue credit rating.</div>
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    </table>
  </div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-weight: bold;"> <br>
    </font></div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-weight: bold;">Termination structures: &#8216;t&#8217; qualifier </font>This symbol indicates termination structures that are designed to honor their contracts to full maturity or,
    should certain events occur, to terminate and cash settle all their contracts before their final maturity date.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-weight: bold;">Counterparty instrument rating: &#8216;cir&#8217; qualifier </font>This symbol indicates a counterparty instrument rating (CIR), which is a forward-looking opinion
    about the creditworthiness of an issuer in a securitization structure with respect to a specific financial obligation to a counterparty (including interest rate swaps, currency swaps, and liquidity facilities). The CIR is determined on an ultimate
    payment basis; these opinions do not take into account timeliness of payment.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman'; font-weight: bold;">MOODY&#8217;S INVESTORS SERVICE, INC.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';">A brief description of the applicable Moody&#8217;s Investors Service, Inc. (&#8220;Moody&#8217;s&#8221;) rating symbols and their meanings (as published by Moody&#8217;s) follows.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman'; font-style: italic; font-weight: bold;">Global Rating Scales</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';">Ratings assigned on Moody&#8217;s global long-term and short-term rating scales are forward-looking opinions of the relative credit risks of financial obligations issued by non-financial
    corporates, financial institutions, structured finance vehicles, project finance vehicles, and public sector entities. Long-term ratings are assigned to issuers or obligations with an original maturity of one year or more and reflect both on the
    likelihood of a default on contractually promised payments and the expected financial loss suffered in the event of default. Short-term ratings are assigned to obligations with an original maturity of thirteen months or less and reflect both on the
    likelihood of a default on contractually promised payments and the expected financial loss suffered in the event of default. Moody&#8217;s issues ratings at the issuer level and instrument level on both the long-term scale and the short-term scale.
    Typically, ratings are made publicly available although private and unpublished ratings may also be assigned.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';">Moody&#8217;s differentiates structured finance ratings from fundamental ratings (<font style="font-style: italic;">i.e.</font>, ratings on nonfinancial corporate, financial institution, and
    public sector entities) on the global long-term scale by adding (sf ) to all structured finance ratings. The addition of (sf ) to structured finance ratings should eliminate any presumption that such ratings and fundamental ratings at the same letter
    grade level will behave the same. The (sf ) indicator for structured finance security ratings indicates that otherwise similarly rated structured finance and fundamental securities may have different risk characteristics. Through its current
    methodologies, however, Moody&#8217;s aspires to achieve broad expected equivalence in structured finance and fundamental rating performance when measured over a long period of time.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman'; font-style: italic; font-weight: bold;">Global Long-Term Rating Scale</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-weight: bold;">Aaa </font>Obligations rated Aaa are judged to be of the highest quality, subject to the lowest level of credit risk.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-weight: bold;">Aa </font>Obligations rated Aa are judged to be of high quality and are subject to very low credit risk.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-weight: bold;">A </font>Obligations rated A are judged to be upper-medium grade and are subject to low credit risk.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-weight: bold;">Baa </font>Obligations rated Baa are judged to be medium-grade and subject to moderate credit risk and as such may possess certain speculative
    characteristics.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-weight: bold;">Ba </font>Obligations rated Ba are judged to be speculative and are subject to substantial credit risk.</div>
  <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
    <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-family: 'Times New Roman'; font-weight: normal; font-style: normal;">A-4</font></div>
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  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-weight: bold;">B </font>Obligations rated B are considered speculative and are subject to high credit risk.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-weight: bold;">Caa </font>Obligations rated Caa are judged to be speculative of poor standing and are subject to very high credit risk.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-weight: bold;">Ca </font>Obligations rated Ca are highly speculative and are likely in, or very near, default, with some prospect of recovery of principal and interest.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-weight: bold;">C </font>Obligations rated C are the lowest rated and are typically in default, with little prospect for recovery of principal or interest.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-weight: bold;"><u>Note: </u></font>Moody&#8217;s appends numerical modifiers 1, 2, and 3 to each generic rating classification from Aa through Caa. The modifier 1 indicates
    that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category. Additionally, a &#8220;(hyb)&#8221; indicator is
    appended to all ratings of hybrid securities issued by banks, insurers, finance companies, and securities firms.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';">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.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman'; font-style: italic; font-weight: bold;">Global Short-Term Rating Scale</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-weight: bold;">P-1 </font>Issuers (or supporting institutions) rated Prime-1 have a superior ability to repay short-term debt obligations.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-weight: bold;">P-2 </font>Issuers (or supporting institutions) rated Prime-2 have a strong ability to repay short-term debt obligations.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-weight: bold;">P-3 </font>Issuers (or supporting institutions) rated Prime-3 have an acceptable ability to repay short-term obligations.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-weight: bold;">NP </font>Issuers (or supporting institutions) rated Not Prime do not fall within any of the Prime rating categories.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-weight: bold; font-style: italic;">Short-Term Obligation Ratings. </font>While the global short-term &#8216;prime&#8217; rating scale is applied to US municipal tax-exempt commercial
    paper, these programs are typically backed by external letters of credit or liquidity facilities and their short-term prime ratings usually map to the long-term rating of the enhancing bank or financial institution and not to the municipality&#8217;s rating.
    Other short-term municipal obligations, which generally have different funding sources for repayment, are rated using two additional short-term rating scales (<font style="font-style: italic;">i.e.</font>, the MIG and VMIG scales discussed below).</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';">The Municipal Investment Grade (MIG) scale is used to rate US municipal bond anticipation notes of up to three years maturity. Municipal notes rated on the MIG scale may be secured by
    either pledged revenues or proceeds of a take-out financing received prior to note maturity. MIG ratings expire at the maturity of the obligation, and the issuer&#8217;s long-term rating is only one consideration in assigning the MIG rating. MIG ratings are
    divided into three levels &#8212; MIG1 through MIG3 &#8212; while speculative grade short-term obligations are designated SG.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-weight: bold;">MIG 1 </font>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.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-weight: bold;">MIG 2 </font>This designation denotes strong credit quality. Margins of protection are ample, although not as large as in the preceding group.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-weight: bold;">MIG 3 </font>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.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-weight: bold;">SG </font>This designation denotes speculative-grade credit quality. Debt instruments in this category may lack sufficient margins of protection.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-weight: bold; font-style: italic;">Demand Obligation Ratings. </font>In the case of variable rate demand obligations (VRDOs), a two-component rating is assigned: a long-
    or short-term debt rating and a demand obligation rating. The first element represents Moody&#8217;s evaluation of risk associated with scheduled principal and interest payments. The second element represents Moody&#8217;s evaluation of risk associated with the
    ability to receive purchase price upon demand (&#8220;demand feature&#8221;). The second element uses a rating from a variation of the MIG scale called the Variable Municipal Investment Grade (VMIG) scale. VMIG ratings of demand obligations with unconditional
    liquidity support are mapped from the short-term debt rating or counterparty assessment) of the support provider, or the underlying obligor in the absence of </div>
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    <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-family: 'Times New Roman'; font-weight: normal; font-style: normal;">A-5</font></div>
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  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';">third party liquidity support, with VMIG 1 corresponding to P-1, VMIG 2 to P-2, VMIG 3 to P-3 and SG to not prime. For example, the VMIG rating for an industrial revenue bond with Company
    XYZ as the underlying obligor would normally have the same numerical modifier as Company XYZ&#8217;s prime rating. Transitions of VMIG ratings of demand obligations with conditional liquidity support, as shown in the diagram below, differ from transitions on
    the Prime scale to reflect the risk that external liquidity support will terminate if the issuer&#8217;s long-term rating drops below investment grade.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman'; font-weight: bold;">VMIG 1</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';">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.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman'; font-weight: bold;">VMIG 2</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';">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.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman'; font-weight: bold;">VMIG 3</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';">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.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman'; font-weight: bold;">SG</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';">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.</div>
  <div style="font-family: 'Times New Roman';"><font style="font-weight: bold;"><u>Note: </u></font>For VRDBs supported with conditional liquidity support, short-term ratings transition down at higher long-term ratings to reflect the risk of termination
    of liquidity support as a result of a downgrade below investment grade.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';">VMIG ratings of VRDBs with unconditional liquidity support reflect the short-term debt rating (or counterparty assessment) of the liquidity support provider with VMIG 1 corresponding to
    P-1, VMIG 2 to P-2, VMIG 3 to P-3 and SG to not prime.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman'; font-style: italic; font-weight: bold;">Other Ratings Symbols</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-weight: bold;">e </font>Expected Ratings Indicator. To address market demand for timely information on particular types of credit ratings, Moody&#8217;s has licensed to certain
    third parties the right to generate &#8220;Expected Ratings.&#8221; Expected Ratings are designated by an &#8220;e&#8221; after the rating code, and are intended to anticipate Moody&#8217;s forthcoming rating assignments based on reliable information from third party sources (such
    as the issuer or underwriter associated with the particular securities) or established Moody&#8217;s rating practices (<font style="font-style: italic;">i.e.</font>, medium term notes are typically, but not always, assigned the same rating as the note&#8217;s
    program rating). Expected Ratings will exist only until Moody&#8217;s confirms the Expected Rating, or issues a different rating for the relevant instrument. Moody&#8217;s encourages market participants to contact Moody&#8217;s Ratings Desk or visit www.moodys.com if
    they have questions regarding Expected Ratings, or wish Moody&#8217;s to confirm an Expected Rating.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-weight: bold;">(P) </font>Provisional Ratings. Moody&#8217;s will often assign a provisional rating to program ratings or to an issuer or an instrument when the assignment of a
    definitive rating is subject to the fulfilment of contingencies that are highly likely to be completed. Upon fulfillment of these contingencies, such as finalization of documents and issuance of the securities, the provisional notation is removed. A
    provisional rating is denoted by placing a (P) in front of the rating.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-weight: bold;"># </font>Refundeds. Issues that are secured by escrowed funds held in trust, reinvested in direct, non-callable US government obligations or non-callable
    obligations unconditionally guaranteed by the US Government or Resolution Funding Corporation are identified with a # (hatch mark) symbol, <font style="font-style: italic;">e.g., </font>#Aaa.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-weight: bold;">WR </font>Withdrawn. When Moody&#8217;s no longer rates an obligation on which it previously maintained a rating, the symbol WR is employed.</div>
  <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
    <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-family: 'Times New Roman'; font-weight: normal; font-style: normal;">A-6</font></div>
    <div id="DSPFPageBreak" style="page-break-after: always;">
      <hr noshade="noshade" style="border-width: 0px; clear: both; margin: 4px 0px; width: 100%; height: 2px; color: #000000; background-color: #000000;"></div>
  </div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-weight: bold;">NR </font>Not Rated. NR is assigned to an unrated issuer, obligation and/or program.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-weight: bold;">NAV </font>Not Available. An issue that Moody&#8217;s has not yet rated is denoted by the NAV symbol.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-weight: bold;">TWR </font>Terminated Without Rating. The symbol TWR applies primarily to issues that mature or are redeemed without having been rated.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman'; font-weight: bold;">FITCH RATINGS, INC.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';">A brief description of the applicable Fitch Ratings, Inc. (&#8220;Fitch&#8221;) ratings symbols and meanings (as published by Fitch) follows.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';">Rated entities in a number of sectors, including financial and non-financial corporations, sovereigns, insurance companies and certain sectors within public finance, are generally assigned
    Issuer Default Ratings (IDRs). IDRs are also assigned to certain entities or enterprises in global infrastructure, project finance and public finance. IDRs opine on an entity&#8217;s relative vulnerability to default (including by way of a distressed debt
    exchange) on financial obligations. The threshold default risk addressed by the IDR is generally that of the financial obligations whose non-payment would best reflect the uncured failure of that entity. As such, IDRs also address relative
    vulnerability to bankruptcy, administrative receivership or similar concepts.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';">In aggregate, IDRs provide an ordinal ranking of issuers based on the agency&#8217;s view of their relative vulnerability to default, rather than a prediction of a specific percentage likelihood
    of default.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman'; font-style: italic; font-weight: bold;">Long-Term Credit Ratings Scales</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-weight: bold;">AAA Highest credit quality. </font>&#8216;AAA&#8217; 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.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-weight: bold;">AA Very high credit quality. </font>&#8216;AA&#8217; 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.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-weight: bold;">A High credit quality. </font>&#8216;A&#8217; 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.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-weight: bold;">BBB Good credit quality. </font>&#8216;BBB&#8217; 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.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-weight: bold;">BB Speculative. </font>&#8216;BB&#8217; 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.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-weight: bold;">B Highly speculative. </font>&#8216;B&#8217; 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.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-weight: bold;">CCC Substantial credit risk. </font>Default is a real possibility.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-weight: bold;">CC Very high levels of credit risk. </font>Default of some kind appears probable.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-weight: bold;">C Near default. </font>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 &#8216;C&#8217; category rating for an issuer include:</div>
  <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000; margin-bottom: 6pt;" class="DSPFListTable" id="z7d5a8e8f243f4132b45f0aa0b706f936">

      <tr>
        <td style="width: 28.8pt; vertical-align: top; align: right;">a.</td>
        <td style="width: auto; vertical-align: top;">
          <div>the issuer has entered into a grace or cure period following non-payment of a material financial obligation;</div>
        </td>
      </tr>

  </table>
  <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000; margin-bottom: 6pt;" class="DSPFListTable" id="zab4e018451ba4174a0fb8deee378d0f1">

      <tr>
        <td style="width: 28.8pt; vertical-align: top; align: right;">b.</td>
        <td style="width: auto; vertical-align: top;">
          <div>the issuer has entered into a temporary negotiated waiver or standstill agreement following a payment default on a material financial obligation; or</div>
        </td>
      </tr>

  </table>
  <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000; margin-bottom: 6pt;" class="DSPFListTable" id="z8e5b321fb4134915b1fb18ccd441a7d6">

      <tr>
        <td style="width: 28.8pt; vertical-align: top; align: right;">c.</td>
        <td style="width: auto; vertical-align: top;">
          <div>the formal announcement by the issuer or their agent of a distressed debt exchange;</div>
        </td>
      </tr>

  </table>
  <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000; margin-bottom: 6pt;" class="DSPFListTable" id="z0b6df94a832c4d068c05ddefe17a1b0a">

      <tr>
        <td style="width: 28.8pt; vertical-align: top; align: right;">d.</td>
        <td style="width: auto; vertical-align: top;">
          <div>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</div>
        </td>
      </tr>

  </table>
  <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
    <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-family: 'Times New Roman'; font-weight: normal; font-style: normal;">A-7</font></div>
    <div id="DSPFPageBreak" style="page-break-after: always;">
      <hr noshade="noshade" style="border-width: 0px; clear: both; margin: 4px 0px; width: 100%; height: 2px; color: #000000; background-color: #000000;"></div>
  </div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-weight: bold;">RD Restricted default. </font>&#8216;RD&#8217; ratings indicate an issuer that in Fitch&#8217;s opinion has experienced:</div>
  <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000; margin-bottom: 6pt;" class="DSPFListTable" id="z7dd755ffb7194b2e877b216d5ad80fe6">

      <tr>
        <td style="width: 28.8pt; vertical-align: top; align: right;">a.</td>
        <td style="width: auto; vertical-align: top;">
          <div>an uncured payment default or distressed debt exchange on a bond, loan or other material financial obligation but</div>
        </td>
      </tr>

  </table>
  <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000; margin-bottom: 6pt;" class="DSPFListTable" id="z0ba3a90245074b94b7ed66617eba2012">

      <tr>
        <td style="width: 28.8pt; vertical-align: top; align: right;">b.</td>
        <td style="width: auto; vertical-align: top;">
          <div>has not entered into bankruptcy filings, administration, receivership, liquidation or other formal winding-up procedure, and</div>
        </td>
      </tr>

  </table>
  <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000; margin-bottom: 6pt;" class="DSPFListTable" id="z64b3f384123e44899238fd5229cd4263">

      <tr>
        <td style="width: 28.8pt; vertical-align: top; align: right;">c.</td>
        <td style="width: auto; vertical-align: top;">
          <div>has not otherwise ceased operating.</div>
        </td>
      </tr>

  </table>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';">This would include:</div>
  <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000; margin-bottom: 6pt;" class="DSPFListTable" id="zeab7ff6020ed48bc8a5197cf0d8711d8">

      <tr>
        <td style="width: 28.8pt; vertical-align: top; align: right;">i.</td>
        <td style="width: auto; vertical-align: top;">
          <div>the selective payment default on a specific class or currency of debt;</div>
        </td>
      </tr>

  </table>
  <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000; margin-bottom: 6pt;" class="DSPFListTable" id="z3f1bad1b3cc749d59b4e7a1a062b9f2c">

      <tr>
        <td style="width: 28.8pt; vertical-align: top; align: right;">ii.</td>
        <td style="width: auto; vertical-align: top;">
          <div>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;</div>
        </td>
      </tr>

  </table>
  <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000; margin-bottom: 6pt;" class="DSPFListTable" id="z5806268c75a9421c84a71593192b916d">

      <tr>
        <td style="width: 28.8pt; vertical-align: top; align: right;">iii.</td>
        <td style="width: auto; vertical-align: top;">
          <div>the extension of multiple waivers or forbearance periods upon a payment default on one or more material financial obligations, either in series or in parallel; or</div>
        </td>
      </tr>

  </table>
  <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000; margin-bottom: 6pt;" class="DSPFListTable" id="z047589d32c3044d587b4ba5c3ff1398d">

      <tr>
        <td style="width: 28.8pt; vertical-align: top; align: right;">iv.</td>
        <td style="width: auto; vertical-align: top;">
          <div>execution of a distressed debt exchange on one or more material financial obligations.</div>
        </td>
      </tr>

  </table>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-weight: bold;">D Default. </font>&#8216;D&#8217; ratings indicate an issuer that in Fitch Ratings&#8217; opinion has entered into bankruptcy filings, administration, receivership,
    liquidation or other formal winding-up procedure or that has otherwise ceased business.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';">Default ratings are not assigned prospectively to entities or their obligations; within this context, non-payment on an instrument that contains a deferral feature or grace period will
    generally not be considered a default until after the expiration of the deferral or grace period, unless a default is otherwise driven by bankruptcy or other similar circumstance, or by a distressed debt exchange.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';">In all cases, the assignment of a default rating reflects the agency&#8217;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&#8217;s financial obligations or local commercial practice.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-weight: bold; font-style: italic;">Short-Term Ratings Assigned to Issuers and Obligations. </font>A short-term issuer or obligation rating is based in all cases on the
    short-term vulnerability to default of the rated entity and relates to the capacity to meet financial obligations in accordance with the documentation governing the relevant obligation. Short-term deposit ratings are assigned to obligations whose
    initial maturity is viewed as &#8220;short term&#8221; 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.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-weight: bold;">F1: Highest Short-Term Credit Quality. </font>Indicates the strongest intrinsic capacity for timely payment of financial commitments; may have an added &#8220;+&#8221;
    to denote any exceptionally strong credit feature.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-weight: bold;">F2: Good Short-Term Credit Quality. </font>Good intrinsic capacity for timely payment of financial commitments.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-weight: bold;">F3: Fair Short-Term Credit Quality. </font>The intrinsic capacity for timely payment of financial commitments is adequate.</div>
  <div style="font-family: 'Times New Roman';"><font style="font-weight: bold;">B: Speculative Short-Term Credit quality. </font>Minimal capacity for timely payment of financial commitments, plus heightened vulnerability to near term adverse changes in
    financial and economic conditions.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-weight: bold;">C: High Short-Term Default Risk. </font>Default is a real possibility.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-weight: bold;">RD: Restricted Default. </font>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.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';"><font style="font-weight: bold;">D: Default. </font>Indicates a broad-based default event for an entity, or the default of a short-term obligation.</div>
  <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
    <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-family: 'Times New Roman'; font-weight: normal; font-style: normal;">A-8</font></div>
    <div id="DSPFPageBreak" style="page-break-after: always;">
      <hr noshade="noshade" style="border-width: 0px; clear: both; margin: 4px 0px; width: 100%; height: 2px; color: #000000; background-color: #000000;"></div>
  </div>
  <!--PROfilePageNumberReset%Num%1%B-%%-->
  <div style="text-align: center; margin-bottom: 6pt; font-family: 'Times New Roman'; font-weight: bold;">APPENDIX B<br>
    GUGGENHEIM PARTNERS INVESTMENT MANAGEMENT, LLC<br>
    PROXY VOTING POLICY AND PROCEDURES</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman'; font-weight: bold;">POLICY STATEMENT</div>
  <div style="margin-top: 10pt; margin-bottom: 10pt; font-family: 'Times New Roman';">Guggenheim Partners Investment Management, LLC (&#8220;GPIM&#8221;) generally is responsible for voting proxies with respect to securities held in client accounts, including clients
    registered as investment companies under the Investment Company Act of 1940 (&#8220;40 Act Funds&#8221;) and clients that are pension plans (&#8220;Plans&#8221;) subject to the Employee Retirement Income Security Act of 1974 (&#8220;ERISA&#8221;). This document sets forth GPIM&#8217;s policies
    and guidelines with respect to proxy voting and its procedures to comply with SEC Rule 206(4)-6 under the Investment Advisers Act of 1940.&#160; Rule 206(4)-6 requires each registered investment adviser that exercises proxy voting authority with respect to
    client securities to:</div>
  <div>
    <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000;" class="DSPFListTable" id="z8d7d846779d64310bbe7dd5826dd7055">

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          <td style="width: 36pt; vertical-align: top; align: right;">
            <div style="margin-left: 18pt;">&#8226;</div>
          </td>
          <td style="width: auto; vertical-align: top;">
            <div>Adopt and implement written policies and procedures reasonably designed to ensure that the adviser votes client securities in the best interest of clients; such policies and procedures must address the manner in which the adviser will
              resolve material conflicts of interest that can arise during the proxy voting process;</div>
            <div> <br>
            </div>
          </td>
        </tr>

    </table>
  </div>
  <div>
    <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000;" class="DSPFListTable" id="z7f16ff1796c84ce994239d37c8b05815">

        <tr>
          <td style="width: 36pt; vertical-align: top; align: right;">
            <div style="margin-left: 18pt;">&#8226;</div>
          </td>
          <td style="width: auto; vertical-align: top;">
            <div>Disclose to clients how they may obtain information from the adviser about how the adviser voted proxies with respect to their securities; and</div>
            <div> <br>
            </div>
          </td>
        </tr>

    </table>
  </div>
  <div>
    <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000;" class="DSPFListTable" id="z9ffc263cec664086beb9abcea2dc5ff1">

        <tr>
          <td style="width: 36pt; vertical-align: top; align: right;">
            <div style="margin-left: 18pt;">&#8226;</div>
          </td>
          <td style="width: auto; vertical-align: top;">
            <div>Describe to clients the adviser&#8217;s proxy voting procedures and, upon request, furnish a copy of the policies and procedures.</div>
          </td>
        </tr>

    </table>
  </div>
  <div style="margin-top: 10pt; margin-bottom: 10pt; font-family: 'Times New Roman';">Where GPIM has been delegated the responsibility for voting proxies, it must take reasonable steps under the circumstances to ensure that proxies are received and voted
    in the best long-term interests of its clients. This generally means voting proxies with a view to enhancing the value of the securities held in client accounts, considering all relevant factors and without giving undue weight to the opinions of
    individuals or groups who may have an economic interest in the outcome of the proxy vote. GPIM&#8217;s authority is initially established by its advisory contracts or comparable documents. Clients, however, may change their proxy voting direction at any
    time.</div>
  <div style="margin-top: 10pt; margin-bottom: 10pt; font-family: 'Times New Roman';">The financial interest of GPIM&#8217;s clients is the primary consideration in determining how proxies should be voted. Any material conflicts of interest between GPIM and its
    clients with respect to proxy voting are resolved in the best interests of the clients.</div>
  <div style="margin-top: 10pt; margin-bottom: 10pt; font-family: 'Times New Roman';">This policy covers only proxy voting.&#160; It does not cover corporate actions, such as rights offerings, tender offers, and stock splits, or actions initiated by holders of
    a security rather than the issuer (such as reset rights for a CLO).&#160; This policy also does not cover legal actions, such as bankruptcy proceedings or class action lawsuits.&#160; Corporate and legal actions involve decisions about a security itself, rather
    than decisions about the governance of the security&#8217;s issuer.&#160; As such, the investment team managing the client&#8217;s account will decide whether and how to respond to a corporate or legal action about which they are notified, with assistance from GPIM
    Compliance or Legal as needed.</div>
  <div style="margin-left: 36pt; margin-top: 10pt; margin-bottom: 10pt;"><font style="font-family: 'Times New Roman'; font-weight: bold;">1.1.</font><font style="display: inline-block; text-indent: 0px; font-size: 1px; width: 36pt" id="TRGRRTFtoHTMLTab">&#160;</font><font style="font-family: 'Times New Roman'; font-weight: bold;">Proxy Voting Advisory Committee</font></div>
  <div style="margin-left: 36pt; margin-top: 10pt; margin-bottom: 10pt; font-family: 'Times New Roman';">Guggenheim Investments (&#8220;GI&#8221;) has established the Proxy Voting Advisory Committee (&#8220;PVAC&#8221;) to oversee the proxy voting activities and policies and
    procedures of certain GI registered investment advisers, including GPIM. The PVAC comprises of representatives from Investment Management, Compliance, Risk, Operations and Legal.</div>
  <div style="margin-left: 36pt; margin-top: 10pt; margin-bottom: 10pt; font-family: 'Times New Roman';">The PVAC&#8217;s primary responsibility will be to seek to ensure that the GI Advisors, including GPIM, fulfill their fiduciary duties in voting proxies in
    the best interests of their clients, and has certain responsibilities including, but not limited to:</div>
  <div>
    <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000;" class="DSPFListTable" id="z4411643c6865451684c44bb0d7332c35">

        <tr>
          <td style="width: 72pt; vertical-align: top; align: right;">
            <div style="margin-left: 54pt;">&#8226;</div>
          </td>
          <td style="width: auto; vertical-align: top;">
            <div>Oversee GPIM&#8217;s proxy voting policies and procedures and ensure that a review of GPIM&#8217;s proxy voting policies and procedures is conducted no less frequently than annually;</div>
          </td>
        </tr>

    </table>
    <div> <br>
    </div>
    <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
      <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-family: 'Times New Roman'; font-weight: normal; font-style: normal;">B-1</font></div>
      <div id="DSPFPageBreak" style="page-break-after: always;">
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            <div>Determine how GPIM should vote proxies on behalf of clients in certain conflict situations and evaluate recommendations, proposals and issues that may not be covered by the proxy voting policies and procedures;</div>
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            <div>Review situations and documentation where Portfolio Managers/Investment Management has determined to override a voting recommendation contrary to the Guidelines; and</div>
            <div> <br>
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            <div style="margin-left: 54pt;">&#8226;</div>
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            <div>Oversee evaluation of GPIM&#8217;s third-party proxy advisory firm&#8217;s policies and procedures, due diligence and Guidelines on an annual basis.</div>
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  <div style="margin-left: 36pt; margin-top: 10pt; margin-bottom: 10pt; font-family: 'Times New Roman';">The PVAC is authorized to meet two times annually and at such other times as the PVAC may deem necessary or appropriate under its authorities and
    responsibilities.&#160; In general, the PVAC&#8217;s two regular meetings are to be held before and after proxy season.</div>
  <div style="margin-top: 10pt; margin-bottom: 10pt;"><font style="font-family: 'Times New Roman'; font-weight: bold;">2</font><font style="display: inline-block; text-indent: 0px; font-size: 1px; width: 36pt" id="TRGRRTFtoHTMLTab">&#160;</font><font style="font-family: 'Times New Roman'; font-weight: bold;">Procedures</font></div>
  <div style="margin-left: 36pt; margin-top: 10pt; margin-bottom: 10pt;"><font style="font-family: 'Times New Roman'; font-weight: bold;">2.1.</font><font style="display: inline-block; text-indent: 0px; font-size: 1px; width: 36pt" id="TRGRRTFtoHTMLTab">&#160;</font><font style="font-family: 'Times New Roman'; font-weight: bold;">Overview</font></div>
  <div style="margin-left: 36pt; margin-top: 10pt; margin-bottom: 10pt; font-family: 'Times New Roman';">Guggenheim Partners Investment Management, LLC (&#8220;GPIM&#8221;) has adopted the proxy voting guidelines of an outside proxy voting firm, Institutional
    Shareholder Services Inc. (&#8220;ISS&#8221;), as GPIM&#8217;s proxy voting guidelines (&#8220;Guidelines&#8221;). GPIM has also engaged ISS to act as agent for the proxy process, to maintain records on proxy votes for its clients, and to provide independent research on corporate
    governance, proxy and corporate responsibility issues. At account inception, depending on the objective of the client account and the portfolio team managing, GPIM will assess the proxy voting guidelines in Appendix A to determine which Guidelines will
    be followed. GPIM reviews the Guidelines and conducts a due diligence assessment of ISS and the performance of its duties as agent at least annually.</div>
  <div style="margin-left: 36pt; margin-top: 10pt; margin-bottom: 10pt; font-family: 'Times New Roman';">GPIM may override the Guidelines recommending a vote on a particular proposal if GPIM determines a different vote to be in the best interest of the
    client or if required to deviate under applicable rule, law or regulation. If a proposal is voted in a manner different than set forth in the Guidelines, the reasons therefore shall be documented in writing by the appropriate investment team(s) and
    retained by Operations.</div>
  <div style="margin-left: 36pt; margin-top: 10pt; margin-bottom: 10pt; font-family: 'Times New Roman';">GPIM seeks to vote securities in the best interest of clients and will apply the Guidelines regardless whether the issuer, a third party, or both
    solicit GPIM&#8217;s vote.</div>
  <div style="margin-left: 36pt; margin-top: 10pt; margin-bottom: 10pt; font-family: 'Times New Roman';">In the absence of contrary instructions received from GPIM, ISS will vote proxies in accordance with the Guidelines, attached as Appendix A hereto, as
    such Guidelines may be revised from time to time.&#160; ISS will employ these Guidelines based on account set up instructions received from Operations.</div>
  <div style="margin-left: 36pt; margin-top: 10pt; margin-bottom: 10pt;"><font style="font-family: 'Times New Roman'; font-weight: bold;">2.2.</font><font style="display: inline-block; text-indent: 0px; font-size: 1px; width: 36pt" id="TRGRRTFtoHTMLTab">&#160;</font><font style="font-family: 'Times New Roman'; font-weight: bold;">GPIM Voting</font></div>
  <div style="margin-left: 36pt; margin-top: 10pt; margin-bottom: 10pt; font-family: 'Times New Roman';">GPIM typically will vote proxies itself in two scenarios: (1) the Guidelines do not address the proposal; and (2) GPIM has decided to vote some or all
    of the shares contrary to the Guidelines.</div>
  <div style="margin-left: 36pt; margin-top: 10pt; margin-bottom: 10pt; font-family: 'Times New Roman';">Proposals not Addressed by Guidelines: ISS will notify Operations of all proxy proposals that do not fall within the Guidelines (i.e., proposals which
    are either not addressed in the Guidelines or proposals for which GPIM has indicated that a decision will be made on a case-by-case basis, such as fixed-income securities).&#160; Operations will forward such proposals to the investment team(s) responsible
    for the client account.<font style="font-weight: bold;">&#160; </font>If the investment team(s) responsible, together with the PVAC, determines that there is no material conflict </div>
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  <div style="margin-left: 36pt; margin-top: 10pt; margin-bottom: 10pt; font-family: 'Times New Roman';">of interest, the proposal will be voted in accordance with the recommendation of said team(s) and approval from the PVAC. If there is a material
    conflicts of interest, GPIM will follow the procedure below.</div>
  <div style="margin-left: 36pt; margin-top: 10pt; margin-bottom: 10pt; font-family: 'Times New Roman';">Proposal to be Voted Contrary to Guidelines: When an investment team decides that a proposal should be voted contrary to the Guidelines, because it
    believes it is in the best interest of the client to do so, the team will consult with the PVAC to determine whether there is a material conflict of interest as to that proposal. If the investment team(s) responsible, together with the PVAC, determines
    that there is no material conflict of interest, the team(s) will notify Operations to override the proposal from ISS in accordance with the recommendation of said team(s) and approval from the PVAC. If there is a material conflicts of interest, GPIM
    will follow the procedure below.</div>
  <div style="margin-left: 36pt; margin-top: 10pt; margin-bottom: 10pt; font-family: 'Times New Roman';">In either case, the investment team(s) responsible will document the rationale for voting the proposal in a particular manner. The PVAC will review
    instances of either scenarios.</div>
  <div style="margin-left: 36pt; margin-top: 10pt; margin-bottom: 10pt;"><font style="font-family: 'Times New Roman'; font-weight: bold;">2.3.</font><font style="display: inline-block; text-indent: 0px; font-size: 1px; width: 36pt" id="TRGRRTFtoHTMLTab">&#160;</font><font style="font-family: 'Times New Roman'; font-weight: bold;">Resolving Conflicts of Interest</font></div>
  <div style="margin-left: 36pt; margin-top: 10pt; margin-bottom: 10pt; font-family: 'Times New Roman';">GPIM may occasionally be subject to conflicts of interest in the voting of proxies due to relationships it maintains with persons having an interest in
    the outcome of certain votes.&#160;&#160; <font style="font-weight: bold;">&#160;</font>Common examples of conflicts in the voting of proxies are<font style="font-weight: bold;">:</font> (a) GPIM or a GPIM affiliate provides or is seeking to provide services to the
    company on whose behalf proxies are being solicited, (b) an employee of GPIM or its affiliate has a personal relationship with the company&#8217;s management or another proponent of a proxy issue, or (c) an immediate family member of the employee is a
    director or executive officer of the company. Senior members of the investment team responsible for voting the proxy, in consultation with GPIM Compliance, will decide whether a material conflict of interest exists.&#160; If a material conflict of interest
    exists, the investment team will consult the PVAC to determine how to resolve the conflict consistent with the procedures below. </div>
  <div style="margin-left: 36pt; margin-top: 10pt; margin-bottom: 10pt; font-family: 'Times New Roman';">If the Guidelines do not address a proposal, or GPIM wishes to vote a proposal contrary to the Guidelines, or ISS does not provide a recommendation on
    a proposal, and GPIM has a material conflict of interest as to the vote, then GPIM may resolve the conflict in any of the following ways, as recommended by the PVAC:</div>
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            <div><font style="font-weight: bold;">Refer Proposal to the Client</font> &#8211; GPIM may refer the proposal to the client and obtain instructions from the client on how to vote the proxy relating to that proposal.</div>
            <div> <br>
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            <div><font style="font-weight: bold;">Obtain Client Ratification</font> &#8211; If GPIM is in a position to disclose the conflict to the client (i.e., such information is not confidential), GPIM may determine how it proposes to vote the proposal on
              which it has a conflict, fully disclose the nature of the conflict to the client, and obtain the client&#8217;s consent for how GPIM will vote on the proposal (or otherwise obtain instructions from the client on how the proxy on the proposal should
              be voted).</div>
            <div> <br>
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            <div style="font-weight: bold;">Abstain from Voting</div>
            <div style="font-weight: bold;"> <br>
            </div>
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            <div><font style="font-weight: bold;">Use another Independent Third Party for All Proposals</font> &#8211; Subject to any client imposed proxy voting policies, GPIM may vote all proposals in a single proxy according to the policies of an independent
              third party other than ISS (or have the third party vote such proxies).</div>
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            <div><font style="font-weight: bold;">Use another Independent Third Party to Vote Only the Specific Proposals that Involve a Conflict</font> &#8211; Subject to any client imposed proxy voting policies, GPIM may use an independent third party other
              than ISS to recommend how the proxy for specific proposals that involve a conflict should be voted (or have the third party vote such proxies).</div>
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  <div style="margin-left: 36pt; margin-top: 10pt; margin-bottom: 10pt; font-family: 'Times New Roman';">The method selected by the PVAC to resolve the conflict may vary from one instance to another depending upon the facts and circumstances of the
    situation, but in each case, consistent with its duty of loyalty and care.</div>
  <div style="margin-left: 36pt; margin-top: 10pt; margin-bottom: 10pt;"><font style="font-family: 'Times New Roman'; font-weight: bold;">2.4.</font><font style="display: inline-block; text-indent: 0px; font-size: 1px; width: 36pt" id="TRGRRTFtoHTMLTab">&#160;</font><font style="font-family: 'Times New Roman'; font-weight: bold;">Special Situations (As Applicable)</font></div>
  <div style="margin-left: 72pt; margin-top: 10pt; margin-bottom: 10pt;"><font style="font-family: 'Times New Roman';">2.4.1.</font><font style="display: inline-block; text-indent: 0px; font-size: 1px; width: 36pt" id="TRGRRTFtoHTMLTab">&#160;</font><font style="font-family: 'Times New Roman';">Securities Subject to Lending Arrangements</font></div>
  <div style="margin-left: 72pt; margin-top: 10pt; margin-bottom: 10pt; font-family: 'Times New Roman';">For various legal or administrative reasons, GPIM is often unable to vote securities that are, at the time of such vote, on loan pursuant to a client&#8217;s
    securities lending arrangement with the client&#8217;s custodian. GPIM is usually unable to recall securities in order to vote proxies when a third party securities lending agent has arranged the loan of the client&#8217;s shares. If GPIM has arranged the loan,
    GPIM will refrain from voting such securities where the cost to the client and/or </div>
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  <div style="margin-left: 72pt; margin-top: 10pt; margin-bottom: 10pt; font-family: 'Times New Roman';">administrative inconvenience of retrieving securities then on loan outweighs the benefit of voting, assuming retrieval under such circumstances is even
    feasible and/or possible. In certain extraordinary situations, GPIM may seek to have securities then on loan pursuant to such securities lending arrangements retrieved by the clients&#8217; custodians for voting purposes. This decision will generally be made
    on a case-by-case basis depending on whether, in the PVAC&#8217;s judgment, the matter to be voted on has critical significance to the potential value of the securities in question, the relative cost and/or administrative inconvenience of retrieving the
    securities, the significance of the holding, and whether the stock is considered a long-term holding. There can be no guarantee that any such securities can be retrieved for such purpose.</div>
  <div style="margin-left: 72pt; margin-top: 10pt; margin-bottom: 10pt;"><font style="font-family: 'Times New Roman';">2.4.2.</font><font style="display: inline-block; text-indent: 0px; font-size: 1px; width: 36pt" id="TRGRRTFtoHTMLTab">&#160;</font><font style="font-family: 'Times New Roman';">Special Issues with Voting Foreign Proxies</font></div>
  <div style="margin-left: 72pt; margin-top: 10pt; margin-bottom: 10pt; font-family: 'Times New Roman';">Voting proxies with respect to shares of foreign stocks may involve significantly greater effort and corresponding cost due to the variety of
    regulatory schemes and corporate practices in foreign countries with respect to proxy voting. Because the cost of voting on a particular proxy proposal could exceed the expected benefit to a client (including an ERISA Plan), GPIM will weigh the costs
    and benefits of voting on proxy proposals relating to foreign securities and make an informed decision on whether voting a given proxy proposal is prudent.</div>
  <div style="margin-left: 72pt; margin-top: 10pt; margin-bottom: 10pt;"><font style="font-family: 'Times New Roman';">2.4.3.</font><font style="display: inline-block; text-indent: 0px; font-size: 1px; width: 36pt" id="TRGRRTFtoHTMLTab">&#160;</font><font style="font-family: 'Times New Roman';">Share Blocking</font></div>
  <div style="margin-left: 72pt; margin-top: 10pt; margin-bottom: 10pt; font-family: 'Times New Roman';">In certain countries the exercise of voting rights could restrict the ability of an account&#8217;s portfolio manager to freely trade the security in
    question (&#8220;share blocking&#8221;).&#160; If the client has not indicated at account set-up whether it wants shares voted regardless of the potential for share blocking, then the portfolio manager retains the final authority to determine whether to vote the shares
    in the client&#8217;s account or to forego voting the shares.</div>
  <div style="margin-left: 72pt; margin-top: 10pt; margin-bottom: 10pt;"><font style="font-family: 'Times New Roman';">2.4.4.</font><font style="display: inline-block; text-indent: 0px; font-size: 1px; width: 36pt" id="TRGRRTFtoHTMLTab">&#160;</font><font style="font-family: 'Times New Roman';">Lack of Adequate Information, Untimely Receipt of Proxy or Excessive Costs</font></div>
  <div style="margin-left: 72pt; margin-top: 10pt; margin-bottom: 10pt; font-family: 'Times New Roman';">GPIM may be unable to enter an informed vote in certain circumstances due to the lack of information provided in the proxy statement or by the issuer
    or other resolution sponsor, and may abstain from voting in those instances.&#160; Proxy materials not delivered in a timely manner may prevent analysis or entry of a vote by voting deadlines.&#160; GPIM&#8217;s practice is to abstain from voting a proxy in
    circumstances where, in its judgment, the costs exceed the expected benefits to the client.</div>
  <div style="margin-left: 72pt; margin-top: 10pt; margin-bottom: 10pt;"><font style="font-family: 'Times New Roman';">2.4.5.</font><font style="display: inline-block; text-indent: 0px; font-size: 1px; width: 36pt" id="TRGRRTFtoHTMLTab">&#160;</font><font style="font-family: 'Times New Roman';">Formation of a Group</font></div>
  <div style="margin-left: 72pt; margin-top: 10pt; margin-bottom: 10pt; font-family: 'Times New Roman';">If GPIM owns shares of a public company and enters into a written or oral agreement with one or more shareholders to vote its shares in line with such
    shareholder(s) or in line with company management recommendations, several issues arise.</div>
  <div style="margin-left: 72pt; margin-top: 10pt; margin-bottom: 10pt; font-family: 'Times New Roman';">First, if GPIM agrees to vote its shares at the direction of or in line with another member of the group, or in line with management, then GPIM must
    consider whether its vote is in the best long-term financial interests of its clients.&#160; If it is not, then GPIM will have a conflict of interest that it must resolve using the procedures set out in Section 2.2.</div>
  <div style="margin-left: 72pt; margin-top: 10pt; margin-bottom: 10pt; font-family: 'Times New Roman';">Second, if GPIM holds an irrevocable proxy for the other members of the group, or has the right to designate director nominees for which the other
    group members must vote, GPIM will be viewed as the beneficial owner of all of the other members&#8217; shares as well as its own shares.&#160; This will affect the number of shares that GPIM must report on a Schedule 13D or 13G.</div>
  <div style="margin-left: 72pt; margin-top: 10pt; margin-bottom: 10pt;"><font style="font-family: 'Times New Roman';">2.4.6</font><font style="display: inline-block; text-indent: 0px; font-size: 1px; width: 36pt" id="TRGRRTFtoHTMLTab">&#160;</font><font style="font-family: 'Times New Roman';">Fixed Income Securities</font></div>
  <div style="margin-left: 72pt; margin-top: 10pt; margin-bottom: 10pt; font-family: 'Times New Roman';">The issuers of fixed income securities generally do not solicit proxies.&#160; If such an issuer were to solicit a proxy, GPIM would seek to apply these
    proxy voting procedures in determining how to vote the proxy.&#160; If the subject of the proxy is not covered in ISS Standard Guidelines or any other </div>
  <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
    <div id="DSPFPageNumberArea" style="text-align: center;"><font id="DSPFPageNumber" style="font-family: 'Times New Roman'; font-weight: normal; font-style: normal;">B-4</font></div>
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  <div style="margin-left: 72pt; margin-top: 10pt; margin-bottom: 10pt; font-family: 'Times New Roman';">third-party guidelines GPIM uses, and assuming that voting the proxy does not present GPIM with a material conflict of interest, GPIM may vote the
    proxy in a manner it believes is in its clients&#8217; best long-term interests. If voting the proxy presents GPIM with a material conflict of interest, it will follow the conflict resolution procedures in this policy.</div>
  <div style="margin-left: 36pt; margin-top: 10pt; margin-bottom: 10pt;"><font style="font-family: 'Times New Roman'; font-weight: bold;">2.5.</font><font style="display: inline-block; text-indent: 0px; font-size: 1px; width: 36pt" id="TRGRRTFtoHTMLTab">&#160;</font><font style="font-family: 'Times New Roman'; font-weight: bold;">Undue Influence</font></div>
  <div style="margin-left: 36pt; margin-top: 10pt; margin-bottom: 10pt; font-family: 'Times New Roman';">If at any time any person involved in the GPIM&#8217;s proxy voting process is pressured or lobbied either by GPIM&#8217;s personnel or affiliates or third parties
    with respect to a particular proposal, he or she should provide information regarding such activity to GPIM Compliance or Legal Departments.&#160; A determination will then be made regarding this information, keeping in mind GPIM&#8217;s duty of loyalty and care
    to its clients.</div>
  <div style="margin-left: 36pt; margin-top: 10pt; margin-bottom: 10pt;"><font style="font-family: 'Times New Roman'; font-weight: bold;">2.6.</font><font style="display: inline-block; text-indent: 0px; font-size: 1px; width: 36pt" id="TRGRRTFtoHTMLTab">&#160;</font><font style="font-family: 'Times New Roman'; font-weight: bold;">Recordkeeping</font></div>
  <div style="margin-left: 36pt; margin-top: 10pt; margin-bottom: 10pt; font-family: 'Times New Roman';">GPIM is required to keep the following records:</div>
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            <div style="margin-left: 54pt;">&#8226;</div>
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            <div>a copy of this policy;</div>
            <div> <br>
            </div>
          </td>
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    </table>
  </div>
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            <div>proxy statements received regarding client securities;</div>
            <div> <br>
            </div>
          </td>
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    </table>
  </div>
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          </td>
          <td style="width: auto; vertical-align: top;">
            <div>records of votes cast on behalf of clients;</div>
            <div> <br>
            </div>
          </td>
        </tr>

    </table>
  </div>
  <div>
    <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000;" class="DSPFListTable" id="za3aeb537c33047e0b65c41783806d1d0">

        <tr>
          <td style="width: 72pt; vertical-align: top; align: right;">
            <div style="margin-left: 54pt;">&#8226;</div>
          </td>
          <td style="width: auto; vertical-align: top;">
            <div>records of how material conflicts were resolved;</div>
            <div> <br>
            </div>
          </td>
        </tr>

    </table>
  </div>
  <div>
    <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000;" class="DSPFListTable" id="z56460778ab614e0fa50fc922111ed699">

        <tr>
          <td style="width: 72pt; vertical-align: top; align: right;">
            <div style="margin-left: 54pt;">&#8226;</div>
          </td>
          <td style="width: auto; vertical-align: top;">
            <div>any documents prepared by GPIM that were material to making a decision how to vote, or that memorialized the basis for the decision; and</div>
            <div> <br>
            </div>
          </td>
        </tr>

    </table>
  </div>
  <div>
    <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000;" class="DSPFListTable" id="zed779e0cc1c1418ba0383e47713919c9">

        <tr>
          <td style="width: 72pt; vertical-align: top; align: right;">
            <div style="margin-left: 54pt;">&#8226;</div>
          </td>
          <td style="width: auto; vertical-align: top;">
            <div>records of client requests for proxy voting information and a copy of any written response by GPIM to any client request (regardless of whether such client request was written or oral).</div>
          </td>
        </tr>

    </table>
  </div>
  <div style="margin-left: 36pt; margin-top: 10pt; margin-bottom: 10pt; font-family: 'Times New Roman';">The foregoing records will be retained for such period of time as is required to comply with applicable laws and regulations.</div>
  <div style="margin-left: 36pt; margin-top: 10pt; margin-bottom: 10pt; font-family: 'Times New Roman';">GPIM may rely on proxy statements filed on the SEC&#8217;s EDGAR system instead of keeping its own copies, and may rely on proxy statements and records of
    proxy votes cast by GPIM that are maintained with a third party, such as ISS, provided that GPIM has obtained an undertaking from the third party to provide a copy of the documents promptly upon request.</div>
  <div style="margin-left: 36pt; margin-top: 10pt; margin-bottom: 10pt;"><font style="font-family: 'Times New Roman'; font-weight: bold;">2.7.</font><font style="display: inline-block; text-indent: 0px; font-size: 1px; width: 36pt" id="TRGRRTFtoHTMLTab">&#160;</font><font style="font-family: 'Times New Roman'; font-weight: bold;">Disclosure</font></div>
  <div style="margin-left: 36pt; margin-top: 10pt; margin-bottom: 10pt; font-family: 'Times New Roman';">Rule 206(4)-6 requires GPIM<font style="font-weight: bold;">&#160;</font>to disclose in response to any client request how the client can obtain information
    from GPIM on how the client&#8217;s securities were voted. GPIM will disclose in Form ADV Part 2 that clients can obtain information on how their securities were voted by submitting a written request to GPIM. Upon receipt of a written request from a client,
    GPIM Compliance Department will provide the information requested by the client within a reasonable amount of time.</div>
  <div style="margin-left: 36pt; margin-top: 10pt; margin-bottom: 10pt; font-family: 'Times New Roman';">Rule 206(4)-6 also requires GPIM to describe its proxy voting policies and procedures to clients, and upon request, to provide clients with a copy of
    those policies and procedures. GPIM will provide such a description in its Form ADV Part 2. Upon receipt of a written request from a client, GPIM Compliance Department will provide a copy of this policy within a reasonable amount of time.</div>
  <div style="margin-left: 36pt; margin-top: 10pt; margin-bottom: 10pt; font-family: 'Times New Roman';">If approved by the client, this policy and any requested records may be provided electronically.</div>
  <div style="margin-top: 10pt; margin-bottom: 10pt;"><font style="font-family: 'Times New Roman'; font-weight: bold;">3.</font><font style="display: inline-block; text-indent: 0px; font-size: 1px; width: 36pt" id="TRGRRTFtoHTMLTab">&#160;</font><font style="font-family: 'Times New Roman'; font-weight: bold;">APPENDIX A</font></div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';">ISS Standard Guidelines for the various relevant local markets, including the U.S., are available upon request. In addition, the Taft-Hartley Guidelines and the Socially Responsible
    Investor Guidelines are also available.</div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';"> <br>
  </div>
  <div style="text-align: center; margin-bottom: 6pt; font-family: 'Times New Roman';">B-5<br>
  </div>
  <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
    <div style="page-break-after: always;" id="DSPFPageBreak">
      <hr noshade="noshade" style="border-width: 0px; clear: both; margin: 4px 0px; width: 100%; height: 2px; color: #000000; background-color: #000000;"></div>
  </div>
  <div> <br>
  </div>
  <br>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';">
    <div style="text-align: center; font-weight: bold;">PART C: OTHER INFORMATION</div>
    <div style="margin-left: 7.2pt; margin-top: 12.75pt; font-weight: bold;">Item 25. Financial Statements and Exhibits</div>
    <div style="margin-left: 9pt; margin-top: 12pt;">1.<font style="font-family: 'Times New Roman', serif; font-size: 3pt;">&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160; </font>&#160; &#160; &#160;&#160;<font style="font-family: 'Times New Roman', serif; font-size: 3pt;">&#160;</font>Financial Statements</div>
    <div style="margin-left: 36pt; margin-top: 12pt;">&#160;Part A:&#160;&#160; None<br>
    </div>
    <div style="margin-left: 36pt;">&#160;Part B:&#160;&#160; Audited Financial Statements, dated October 8, 2021 &#8211; included in SAI<br>
      &#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160; Report of Independent Registered Public Accounting Firm, dated October 14, 2021 &#8211; included in SAI<br>
    </div>
    <div style="margin-left: 7.2pt; margin-top: 12.75pt;">2.<font style="display: inline-block; text-indent: 0px; font-size: 1px; width: 28.8pt">&#160;</font>Exhibits:</div>
    <div style="margin-left: 32.4pt; margin-top: 12.7pt;"><a href="https://www.sec.gov/Archives/edgar/data/0001864208/000182126821000435/ex99aii.htm">a.<font style="display: inline-block; text-indent: 0px; font-size: 1px; width: 28.8pt">&#160;</font>(i)<font style="display: inline-block; text-indent: 0px; font-size: 1px; width: 24.3pt">&#160;</font>Certificate of Trust, dated May 20, 2021(1)</a></div>
    <div style="text-indent: 28.8pt; margin-left: 32.4pt; margin-top: 12.7pt;">&#160; <a href="https://www.sec.gov/Archives/edgar/data/0001864208/000182126821000435/ex99aii.htm">(ii)<font style="display: inline-block; text-indent: 0px; font-size: 1px; width: 24.3pt">&#160;</font>Amended and Restated Agreement and Declaration of Trust of the Registrant(3)</a></div>
    <div style="margin-left: 32.4pt; margin-top: 12.7pt;"><a href="https://www.sec.gov/Archives/edgar/data/1864208/000182126821000253/ex99b.htm">b.<font style="display: inline-block; text-indent: 0px; font-size: 1px; width: 28.8pt">&#160;</font>By-Laws of the
        Registrant(1)</a></div>
    <div style="margin-left: 32.4pt; margin-top: 12.7pt;">c.<font style="display: inline-block; text-indent: 0px; font-size: 1px; width: 28.8pt">&#160;</font>Not Applicable</div>
    <div style="margin-left: 32.4pt; margin-top: 12.7pt;">d.&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160;&#160; Not Applicable</div>
    <div style="margin-left: 32.4pt; margin-top: 12.7pt;"><a href="https://www.sec.gov/Archives/edgar/data/0001864208/000182126821000418/ex99e.htm">e.<font style="display: inline-block; text-indent: 0px; font-size: 1px; width: 28.8pt">&#160;</font>Form of
        Dividend Reinvestment Plan(2)</a></div>
    <div style="margin-left: 32.4pt; margin-top: 12.7pt;">f.<font style="display: inline-block; text-indent: 0px; font-size: 1px; width: 28.8pt">&#160;</font>Not Applicable</div>
    <div style="margin-top: 12.7pt;">
      <div>
        <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000;">

            <tr>
              <td style="width: 31.5pt;"><br>
              </td>
              <td style="width: 31.5pt; vertical-align: top; align: right;"><a href="https://www.sec.gov/Archives/edgar/data/0001864208/000182126821000435/ex99gi.htm">g.<font style="display: inline-block; text-indent: 0px; font-size: 1px; width: 31.5pt">&#160;</font></a></td>
              <td style="width: 22.5pt; vertical-align: top; align: right;"><a href="https://www.sec.gov/Archives/edgar/data/0001864208/000182126821000435/ex99gi.htm">(i)<font style="display: inline-block; text-indent: 0px; font-size: 1px; width: 22.5pt">&#160;</font></a></td>
              <td style="width: auto; vertical-align: top;"><a href="https://www.sec.gov/Archives/edgar/data/0001864208/000182126821000435/ex99gi.htm">Form of Investment Advisory Agreement between the Registrant and Guggenheim Funds Investment Advisors,
                  LLC (the &#8220;Investment Adviser&#8221;)(3)</a></td>
            </tr>

        </table>
      </div>
    </div>
    <table cellspacing="0" cellpadding="0" class="DSPFListTable" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000; margin-top: 12.7pt;">

        <tr>
          <td style="width: 63pt;"><br>
          </td>
          <td style="width: 22.5pt; vertical-align: top; align: right;"><a href="https://www.sec.gov/Archives/edgar/data/0001864208/000182126821000435/ex99gii.htm">(ii)</a></td>
          <td style="width: auto; vertical-align: top;">
            <div><a href="https://www.sec.gov/Archives/edgar/data/0001864208/000182126821000435/ex99gii.htm">Form of Investment Sub-Advisory Agreement among Registrant, the Investment Adviser and Guggenheim Partners Investment Management, LLC (the
                &#8220;Sub-Adviser&#8221;)(3)</a></div>
          </td>
        </tr>

    </table>
    <div style="margin-left: 32.4pt; margin-top: 12.7pt;"><a href="https://www.sec.gov/Archives/edgar/data/0001864208/000182126821000435/ex99hi.htm">h.<font style="display: inline-block; text-indent: 0px; font-size: 1px; width: 28.8pt">&#160;</font>(i)&#160;&#160;&#160;&#160;&#160;
        Form of Underwriting Agreement(3)</a></div>
    <div style="margin-top: 12.7pt;">
      <table cellspacing="0" cellpadding="0" class="DSPFListTable" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000; margin-top: 12pt;">

          <tr>
            <td style="width: 61.2pt;"><br>
            </td>
            <td style="width: 28.8pt; vertical-align: top; align: right;"><a href="https://www.sec.gov/Archives/edgar/data/0001864208/000182126821000435/ex99hii.htm">&#160; (ii)</a></td>
            <td style="width: auto; vertical-align: top;"><a href="https://www.sec.gov/Archives/edgar/data/0001864208/000182126821000435/ex99hii.htm">Form of Structuring and Syndication Fee Agreement(3)</a></td>
          </tr>

      </table>
      <div>
        <table cellspacing="0" cellpadding="0" class="DSPFListTable" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000; margin-top: 12pt;">

            <tr>
              <td style="width: 61.2pt;"><br>
              </td>
              <td style="width: 28.8pt; vertical-align: top; align: right;"><a href="https://www.sec.gov/Archives/edgar/data/1864208/000182126821000435/ex99hiii.htm">&#160; (iii)</a></td>
              <td style="width: auto; vertical-align: top;">
                <div><a href="https://www.sec.gov/Archives/edgar/data/1864208/000182126821000435/ex99hiii.htm">Master Agreement Among Underwriters, dated November 19, 2020(3)</a></div>
              </td>
            </tr>

        </table>
      </div>
      <table cellspacing="0" cellpadding="0" class="DSPFListTable" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000; margin-top: 12pt;">

          <tr>
            <td style="width: 61.2pt;"><br>
            </td>
            <td style="width: 28.8pt; vertical-align: top; align: right;"><a href="https://www.sec.gov/Archives/edgar/data/0001864208/000182126821000435/ex99hiv.htm">&#160; (iv)</a></td>
            <td style="width: auto; vertical-align: top;">
              <div><a href="https://www.sec.gov/Archives/edgar/data/0001864208/000182126821000435/ex99hiv.htm">Master Selected Dealers Agreement, dated November 25, 2019(3)</a></div>
            </td>
          </tr>

      </table>
    </div>
    <div style="margin-left: 32.4pt; margin-top: 12.7pt;">i.&#160;<font style="display: inline-block; text-indent: 0px; font-size: 1px; width: 28.8pt"> &#160; </font>Not Applicable</div>
    <div style="margin-left: 32.4pt; margin-top: 12.7pt;"><a href="https://www.sec.gov/Archives/edgar/data/0001864208/000182126821000418/ex99ji.htm">j.<font style="display: inline-block; text-indent: 0px; font-size: 1px; width: 30.6pt">&#160;</font>(i)&#160;&#160;&#160;&#160;&#160;&#160;
        Form of Custody Agreement(2)</a></div>
    <div style="text-indent: 30.6pt; margin-left: 32.4pt; margin-top: 12.7pt;">&#160;<a href="https://www.sec.gov/Archives/edgar/data/0001864208/000182126821000418/ex99jii.htm">(ii)&#160;&#160;&#160;&#160;&#160;&#160; Form of Foreign Custody Manager Agreement(2)</a></div>
    <div style="margin-left: 32.4pt; margin-top: 12.7pt;"><a href="https://www.sec.gov/Archives/edgar/data/0001864208/000182126821000418/ex99ki.htm">k.<font style="display: inline-block; text-indent: 0px; font-size: 1px; width: 28.8pt">&#160;</font>(i)&#160;&#160;&#160;&#160;&#160;&#160;
        Form of Administration Agreement(2)</a></div>
    <table cellspacing="0" cellpadding="0" class="DSPFListTable" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000; margin-top: 12pt;">

        <tr>
          <td style="width: 61.2pt;"><br>
          </td>
          <td style="width: 28.8pt; vertical-align: top; align: right;"><a href="https://www.sec.gov/Archives/edgar/data/0001864208/000182126821000435/ex99k.htm">&#160; (ii)</a></td>
          <td style="width: auto; vertical-align: top;">
            <div><a href="https://www.sec.gov/Archives/edgar/data/0001864208/000182126821000435/ex99k.htm">&#160;Form of Transfer Agency Agreement(3)</a></div>
          </td>
        </tr>

    </table>
    <div> &#160; &#160;&#160;&#160;
      <table cellspacing="0" cellpadding="0" class="DSPFListTable" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000;">

          <tr>
            <td style="width: 90pt; vertical-align: top; align: right;">
              <div style="margin-left: 64.8pt;"><a href="https://www.sec.gov/Archives/edgar/data/0001864208/000182126821000418/ex99kiii.htm">(iii)</a></div>
            </td>
            <td style="width: auto; vertical-align: top;">
              <div><a href="https://www.sec.gov/Archives/edgar/data/0001864208/000182126821000418/ex99kiii.htm">Form of Fund Accounting Agreement(2)</a></div>
            </td>
          </tr>

      </table>
    </div>
    <div>
      <div> <br>
      </div>
      <table cellspacing="0" cellpadding="0" class="DSPFListTable" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000;">

          <tr>
            <td style="width: 64.8pt; vertical-align: top; align: right;">
              <div style="margin-left: 36pt;"><a href="ex99l.htm">l.</a></div>
            </td>
            <td style="width: auto; vertical-align: top;">
              <div><a href="ex99l.htm">Opinion and Consent of Dechert LLP(*)</a></div>
            </td>
          </tr>

      </table>
    </div>
    <div>
      <div> <br>
      </div>
      <table cellspacing="0" cellpadding="0" class="DSPFListTable" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000;">

          <tr>
            <td style="width: 64.8pt; vertical-align: top; align: right;">
              <div style="margin-left: 36pt;">m.</div>
            </td>
            <td style="width: auto; vertical-align: top;">
              <div>Not Applicable</div>
            </td>
          </tr>

      </table>
    </div>
    <div>
      <div> <br>
      </div>
      <table cellspacing="0" cellpadding="0" class="DSPFListTable" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000;">

          <tr>
            <td style="width: 64.8pt; vertical-align: top; align: right;">
              <div style="margin-left: 36pt;">n.</div>
            </td>
            <td style="width: auto; vertical-align: top;">
              <div><a href="ex99n.htm">Consent of Independent Registered Public Accounting Firm(*)</a></div>
            </td>
          </tr>

      </table>
    </div>
    <div>
      <div> <br>
      </div>
      <table cellspacing="0" cellpadding="0" class="DSPFListTable" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000;">

          <tr>
            <td style="width: 64.8pt; vertical-align: top; align: right;">
              <div style="margin-left: 36pt;">o.</div>
            </td>
            <td style="width: auto; vertical-align: top;">
              <div>Not Applicable</div>
            </td>
          </tr>

      </table>
    </div>
    <div>
      <div> <br>
      </div>
      <table cellspacing="0" cellpadding="0" class="DSPFListTable" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000;">

          <tr>
            <td style="width: 64.8pt; vertical-align: top; align: right;">
              <div style="margin-left: 36pt;"><a href="https://www.sec.gov/Archives/edgar/data/0001864208/000182126821000418/ex99p.htm">p.</a></div>
            </td>
            <td style="width: auto; vertical-align: top;">
              <div><a href="https://www.sec.gov/Archives/edgar/data/0001864208/000182126821000418/ex99p.htm">Form of Subscription Agreement(2)</a></div>
            </td>
          </tr>

      </table>
      <div> <br>
      </div>
      <div> <br>
      </div>
      <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
        <div style="page-break-after: always;" id="DSPFPageBreak">
          <hr noshade="noshade" style="border-width: 0px; clear: both; margin: 4px 0px; width: 100%; height: 2px; color: #000000; background-color: #000000;"></div>
      </div>
      <div> <br>
      </div>
      <div> <br>
      </div>
    </div>
    <div>
      <table cellspacing="0" cellpadding="0" class="DSPFListTable" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000;">

          <tr>
            <td style="width: 64.8pt; vertical-align: top; align: right;">
              <div style="margin-left: 36pt;">q.</div>
            </td>
            <td style="width: auto; vertical-align: top;">
              <div>Not Applicable</div>
            </td>
          </tr>

      </table>
    </div>
    <div>
      <div> <br>
      </div>
      <table cellspacing="0" cellpadding="0" class="DSPFListTable" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000;">

          <tr>
            <td style="width: 64.8pt; vertical-align: top; align: right;">
              <div style="margin-left: 36pt;"><a href="https://www.sec.gov/Archives/edgar/data/0001864208/000182126821000435/ex99ri.htm">r.</a></div>
            </td>
            <td style="width: auto; vertical-align: top;">
              <div><a href="https://www.sec.gov/Archives/edgar/data/0001864208/000182126821000435/ex99ri.htm">(i)<font style="display: inline-block; text-indent: 0px; font-size: 1px; width: 25.2pt">&#160;</font>Code of Ethics of Registrant and the Investment
                  Adviser(3)</a></div>
            </td>
          </tr>

      </table>
    </div>
    <div style="margin-left: 64.8pt; margin-top: 12.1pt;"><a href="https://www.sec.gov/Archives/edgar/data/0001864208/000182126821000435/ex99rii.htm">(ii)<font style="display: inline-block; text-indent: 0px; font-size: 1px; width: 25.2pt">&#160;</font>Code of
        Ethics of the Sub-Adviser(3)</a></div>
    <div style="margin-top: 12.1pt;">
      <table cellspacing="0" cellpadding="0" class="DSPFListTable" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000;">

          <tr>
            <td style="width: 64.8pt; vertical-align: top; align: right;">
              <div style="margin-left: 36pt;"><a href="https://www.sec.gov/Archives/edgar/data/0001864208/000182126821000418/ex99s.htm">s.</a></div>
            </td>
            <td style="width: auto; vertical-align: top;">
              <div><a href="https://www.sec.gov/Archives/edgar/data/0001864208/000182126821000418/ex99s.htm">Power of Attorney(2)</a></div>
            </td>
          </tr>

      </table>
    </div>
    <div style="margin-bottom: 6pt;">___________</div>
    <div style="margin-bottom: 11.8pt;">(*) Filed herewith.</div>
    <div style="margin-bottom: 11.8pt;">(1) Incorporated by reference to the Registrant&#8217;s Registration Statement on Form N-2, filed on June 1, 2021 (File No. 333-256687).<br>
    </div>
    <div style="margin-bottom: 11.8pt;">(2) Incorporated by reference to Pre-Effective Amendment No. 1 to the Registrant&#8217;s Registration Statement on Form N-2, filed on October 1, 2021 (File No. 333-256687).<br>
    </div>
    <div style="margin-bottom: 11.8pt;"> (3) Incorporated by reference to Pre-Effective Amendment No. 2 to the Registrant&#8217;s Registration Statement on Form N-2, filed on October 28, 2021 (File No. 333-256687). <br>
    </div>
    <div style="margin-right: 25.2pt; font-weight: bold;">Item 26.&#160; Marketing Arrangements</div>
    <div style="margin-right: 25.2pt; margin-top: 12pt;">Reference is made to Exhibit (h) to this Registration Statement to be filed by further amendment.</div>
    <div style="margin-right: 25.2pt; margin-top: 12pt; font-weight: bold;">Item 27.&#160; Other Expenses of Issuance and Distribution</div>
    <div style="margin-right: 25.2pt; margin-top: 12pt;">The following table sets forth the estimated expenses expected to be incurred in connection with the offering described in this Registration Statement:</div>
    <div><br>
    </div>
    <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; border-collapse: collapse; text-align: left; color: #000000;">

        <tr>
          <td style="width: 78.22%; vertical-align: top; background-color: #CCEEFF;">
            <div style="text-indent: -10pt; margin-left: 10pt;">Legal Fees and Expenses</div>
          </td>
          <td style="width: 2.98%; vertical-align: bottom; background-color: #CCEEFF;">
            <div>&#160;</div>
          </td>
          <td style="width: 1.5%; vertical-align: bottom; background-color: #CCEEFF;">
            <div>$</div>
          </td>
          <td style="width: 16.38%; vertical-align: bottom; background-color: #CCEEFF;">
            <div style="text-align: right;"> 600,000 </div>
          </td>
          <td style="width: 0.92%; vertical-align: bottom; background-color: #CCEEFF;">
            <div> &#160; </div>
          </td>
        </tr>
        <tr>
          <td style="width: 78.22%; vertical-align: top;">
            <div style="text-indent: -10pt; margin-left: 10pt;">Independent Registered Public Accounting Firm Fees</div>
          </td>
          <td style="width: 2.98%; vertical-align: bottom;">
            <div>&#160;</div>
          </td>
          <td style="width: 1.5%; vertical-align: bottom;">
            <div>$</div>
          </td>
          <td style="width: 16.38%; vertical-align: bottom;">
            <div style="text-align: right;">
              <div> 35,000 </div>
            </div>
          </td>
          <td style="width: 0.92%; vertical-align: bottom;">
            <div> &#160; </div>
          </td>
        </tr>
        <tr>
          <td style="width: 78.22%; vertical-align: top; background-color: #CCEEFF;">
            <div style="text-indent: -10pt; margin-left: 10pt;">New York Stock Exchange Listing Fees</div>
          </td>
          <td style="width: 2.98%; vertical-align: bottom; background-color: #CCEEFF;">
            <div>&#160;</div>
          </td>
          <td style="width: 1.5%; vertical-align: bottom; background-color: #CCEEFF;">
            <div>$</div>
          </td>
          <td style="width: 16.38%; vertical-align: bottom; background-color: #CCEEFF;">
            <div style="text-align: right;"> 40,000 </div>
          </td>
          <td style="width: 0.92%; vertical-align: bottom; background-color: #CCEEFF;">
            <div> &#160; </div>
          </td>
        </tr>
        <tr>
          <td style="width: 78.22%; vertical-align: top;">
            <div style="text-indent: -10pt; margin-left: 10pt;">FINRA Fees</div>
          </td>
          <td style="width: 2.98%; vertical-align: bottom;">
            <div>&#160;</div>
          </td>
          <td style="width: 1.5%; vertical-align: bottom;">
            <div>$</div>
          </td>
          <td style="width: 16.38%; vertical-align: bottom;">
            <div style="text-align: right;"> 128,000 </div>
          </td>
          <td style="width: 0.92%; vertical-align: bottom;">
            <div> &#160; </div>
          </td>
        </tr>
        <tr>
          <td style="width: 78.22%; vertical-align: top; background-color: #CCEEFF;">
            <div style="text-indent: -10pt; margin-left: 10pt;">Securities and Exchange Commission Filing Fees</div>
          </td>
          <td style="width: 2.98%; vertical-align: bottom; background-color: #CCEEFF;">
            <div>&#160;</div>
          </td>
          <td style="width: 1.5%; vertical-align: bottom; background-color: #CCEEFF;">
            <div>$</div>
          </td>
          <td style="width: 16.38%; vertical-align: bottom; background-color: #CCEEFF;">
            <div style="text-align: right;"> 78,810 </div>
          </td>
          <td style="width: 0.92%; vertical-align: bottom; background-color: #CCEEFF;">
            <div> &#160; </div>
          </td>
        </tr>
        <tr>
          <td style="width: 78.22%; vertical-align: top;">
            <div style="text-indent: -10pt; margin-left: 10pt;">Miscellaneous</div>
          </td>
          <td style="width: 2.98%; vertical-align: bottom;">
            <div>&#160;</div>
          </td>
          <td style="width: 1.5%; vertical-align: bottom;">
            <div>$</div>
          </td>
          <td style="width: 16.38%; vertical-align: bottom;">
            <div style="text-align: right;"> 6,000 </div>
          </td>
          <td style="width: 0.92%; vertical-align: bottom;">
            <div> &#160; </div>
          </td>
        </tr>
        <tr>
          <td style="width: 78.22%; vertical-align: top; background-color: #CCEEFF;">
            <div style="text-indent: -10pt; margin-left: 10pt;">Total</div>
          </td>
          <td style="width: 2.98%; vertical-align: bottom; background-color: #CCEEFF;">
            <div>&#160;</div>
          </td>
          <td style="width: 1.5%; vertical-align: bottom; background-color: #CCEEFF;">
            <div>$</div>
          </td>
          <td style="width: 16.38%; vertical-align: bottom; background-color: #CCEEFF;">
            <div style="text-align: right;">
              <div> 887,810 </div>
            </div>
          </td>
          <td style="width: 0.92%; vertical-align: bottom; background-color: #CCEEFF;">
            <div> &#160; </div>
          </td>
        </tr>

    </table>
    <div style="margin-right: 25.2pt; margin-top: 12pt; font-weight: bold;">Item 28.&#160; Persons Controlled by or under Common Control with Registrant</div>
    <div style="margin-right: 25.2pt; margin-top: 12pt;">None</div>
    <div style="margin-right: 25.2pt; margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">Item 29.&#160; Number of Holders of Securities</div>
    <div>As of October 13, 2021, the number of record holders of each class of securities of Registrant was as follows:</div>
    <div style="text-indent: 36pt;">&#160;</div>
    <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; border-collapse: collapse; text-align: left; color: #000000;">

        <tr>
          <td style="width: 75.57%; vertical-align: bottom; border-bottom: #000000 2px solid;">
            <div style="font-weight: bold;">Title&#160;of&#160;Class</div>
          </td>
          <td style="width: 0.84%; vertical-align: bottom;">
            <div style="text-align: center; font-weight: bold;">&#160;</div>
          </td>
          <td style="width: 23.1%; vertical-align: bottom; border-bottom: #000000 2px solid;">
            <div style="font-weight: bold;">Number&#160;of&#160;Record&#160;Holders</div>
          </td>
          <td style="width: 0.5%; vertical-align: bottom;">
            <div style="text-align: center; font-weight: bold;">&#160;</div>
          </td>
        </tr>
        <tr>
          <td style="width: 75.57%; vertical-align: top;">
            <div style="text-indent: -10pt; margin-left: 10pt;">&#160;</div>
          </td>
          <td style="width: 0.84%; vertical-align: bottom;">
            <div>&#160;</div>
          </td>
          <td style="width: 23.1%; vertical-align: bottom;">
            <div style="text-align: center;">&#160;</div>
          </td>
          <td style="width: 0.5%; vertical-align: bottom;">
            <div>&#160;</div>
          </td>
        </tr>
        <tr>
          <td style="width: 75.57%; vertical-align: top; background-color: #CCEEFF;">
            <div style="text-indent: -10pt; margin-left: 10pt;">Common shares of beneficial interest, par value $0.01 per share</div>
          </td>
          <td style="width: 0.84%; vertical-align: bottom; background-color: #CCEEFF;">
            <div>&#160;</div>
          </td>
          <td style="width: 23.1%; vertical-align: bottom; background-color: #CCEEFF;">
            <div>1</div>
          </td>
          <td style="width: 0.5%; vertical-align: bottom; background-color: #CCEEFF;">
            <div>&#160;</div>
          </td>
        </tr>

    </table>
    <div style="margin-right: 25.2pt; margin-top: 12pt; font-weight: bold;">Item 30.&#160; Indemnification</div>
    <div style="margin-right: 25.2pt; margin-top: 12pt;">Article V of the Registrant&#8217;s Agreement and Declaration of the Registrant provides as follows:</div>
    <div>
      <div><br>
      </div>
      <div style="margin-top: 12pt;">5.1.<font style="display: inline-block; text-indent: 0px; font-size: 1px; width: 36pt">&#160;</font><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 private
        corporation for profit incorporated under the Delaware General Corporation Law. No Trustee or officer of the Trust shall be subject in such capacity to any personal liability whatsoever to any Person, save only liability to the Trust or its
        Shareholders for any action or inaction as Trustee hereunder that results solely from his or her own bad faith, willful misfeasance, gross negligence or reckless disregard for his duty to such Person&#894; and, subject to the foregoing exception, all
        such Persons shall look solely to the Trust Property for satisfaction of claims of any nature arising in connection with the affairs of the Trust. If any Shareholder, Trustee or officer, as such, of the Trust, is made a party to any suit or
        proceeding to enforce any such liability, subject to the foregoing exception, he shall not, on account thereof, be held to any personal liability. Any repeal or modification of this Section 5.1 shall not adversely affect any right or protection of
        a Trustee or officer of the Trust existing at the time of such repeal or </div>
      <div style="margin-top: 12pt;"><br>
      </div>
      <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
        <div style="page-break-after: always;" id="DSPFPageBreak">
          <hr noshade="noshade" style="border-width: 0px; clear: both; margin: 4px 0px; width: 100%; height: 2px; color: #000000; background-color: #000000;"></div>
      </div>
      <div style="margin-top: 12pt;"> <br>
      </div>
      <div style="margin-top: 12pt;">modification with respect to acts or omissions occurring prior to such repeal or modification.</div>
    </div>
    <div>
      <div style="text-align: justify;">&#160;</div>
    </div>
    <div>
      <div>5.2&#160;<u>Mandatory Indemnification.</u></div>
    </div>
    <div>
      <div style="text-align: justify;">&#160;</div>
    </div>
    <div>
      <div style="text-indent: 36pt; margin-bottom: 12pt;">(a)<font style="display: inline-block; text-indent: 0px; font-size: 1px; width: 36pt">&#160;</font>The Trust hereby agrees to indemnify each person who at any time serves as a Trustee or officer of the
        Trust (each such person being an &#8220;indemnitee&#8221;) against any liabilities and expenses, including amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and reasonable counsel fees reasonably incurred by such indemnitee in
        connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or investigative body in which he may be or may have been involved as a party or otherwise or with
        which he may be or may have been threatened, while acting in any capacity set forth in this Article V by reason of his having acted in any such capacity, except with respect to any matter as to which he shall not have acted in good faith in the
        reasonable belief that his action was in the best interest of the Trust or, in the case of any criminal proceeding, as to which he shall have had reasonable cause to believe that the conduct was unlawful, provided, however, that no indemnitee shall
        be indemnified hereunder against any liability to any person or any expense of such indemnitee arising by reason of (i) willful misfeasance, (ii) bad faith, (iii) gross negligence, or (iv) reckless disregard of the duties involved in the conduct of
        his position (the conduct referred to in such clauses (i) through (iv) being sometimes referred to herein as &#8220;disabling conduct&#8221;). Notwithstanding the foregoing, with respect to any action, suit or other proceeding voluntarily prosecuted by any
        indemnitee as plaintiff, indemnification shall be mandatory only if the prosecution of such action, suit or other proceeding by such indemnitee (1) was authorized by a majority of the Trustees or (2) was instituted by the indemnitee to enforce his
        or her rights to indemnification hereunder in a case in which the indemnitee is found to be entitled to such indemnification. The rights to indemnification set forth in this Declaration shall continue as to a person who has ceased to be a Trustee
        or officer of the Trust and shall inure to the benefit of his or her heirs, executors and personal and legal representatives. No amendment or restatement of this Declaration or repeal of any of its provisions shall limit or eliminate any of the
        benefits provided to any person who at any time is or was a Trustee or officer of the Trust or otherwise entitled to indemnification hereunder in respect of any act or omission that occurred prior to such amendment, restatement or repeal.</div>
      <div style="text-indent: 36pt; margin-bottom: 12pt;">(b)<font style="display: inline-block; text-indent: 0px; font-size: 1px; width: 36pt">&#160;</font>Notwithstanding the foregoing, no indemnification shall be made hereunder unless there has been a
        determination (i) by a final decision on the merits by a court or other body of competent jurisdiction before whom the issue of entitlement to indemnification hereunder was brought that such indemnitee is entitled to indemnification hereunder or,
        (ii) in the absence of such a decision, by (1) a majority vote of a quorum of those Trustees who are neither &#8220;interested persons&#8221; of the Trust (as defined in Section 2(a)(19) of the 1940 Act) nor parties to the proceeding (&#8220;Disinterested Non-Party
        Trustees&#8221;), that the indemnitee is entitled to indemnification hereunder, or (2) if such quorum is not obtainable or even if obtainable, if such majority so directs, independent legal counsel in a written opinion concludes that the indemnitee
        should be entitled to indemnification hereunder. All determinations to make advance payments in connection with the expense of defending any proceeding shall be authorized and made in accordance with the immediately succeeding paragraph (c) below.</div>
      <div style="text-indent: 36pt; margin-bottom: 12pt;">(c)<font style="display: inline-block; text-indent: 0px; font-size: 1px; width: 36pt">&#160;</font>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&#8217;s good faith belief that the standards of conduct necessary for indemnification have been met and a written
        undertaking to reimburse the Trust unless it is subsequently determined that the indemnitee is entitled to such indemnification and if a majority of the Trustees determine that the applicable standards of conduct necessary for indemnification
        appear to have been met. In addition, at least one of the following conditions must be met: (i) the indemnitee shall provide adequate security for his undertaking, (ii) the Trust shall be insured against losses arising by reason of any lawful
        advances, or (iii) a majority of a quorum of the Disinterested Non-Party Trustees, or if a majority vote of such quorum so direct, independent legal counsel in a written opinion, shall conclude, based on a review of readily available facts (as
        opposed to a full trial-type inquiry), that there is substantial reason to believe that the indemnitee ultimately will be found entitled to indemnification.</div>
      <div style="text-indent: 36pt; margin-bottom: 12pt;">(d)<font style="display: inline-block; text-indent: 0px; font-size: 1px; width: 36pt">&#160;</font>The rights accruing to any indemnitee under these provisions shall not exclude any other right which
        any person may have or hereafter acquire under this Declaration, the By-Laws of the Trust, any statute, agreement, vote of stockholders or Trustees who are &#8220;disinterested persons&#8221; (as defined in Section 2(a)(19) of the 1940 Act) or any other right
        to which he or she may be lawfully entitled. For the avoidance of doubt, to the extent the Trust enters into a written agreement with any Trustee to indemnify such Trustee, any indemnification of such Trustee by the Trust shall be governed by the
        terms of such written agreement, including with respect to determinations required, applicable presumptions and the burden of proof with respect to such Trustee&#8217;s entitlement to indemnification and/or advancement of expenses.</div>
      <div style="text-indent: 36pt; margin-bottom: 12pt;"> <br>
      </div>
      <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
        <div style="page-break-after: always;" id="DSPFPageBreak">
          <hr noshade="noshade" style="border-width: 0px; clear: both; margin: 4px 0px; width: 100%; height: 2px; color: #000000; background-color: #000000;"></div>
      </div>
      <div><br>
      </div>
    </div>
    <div>
      <div style="text-indent: 36pt;">(e)<font style="display: inline-block; text-indent: 0px; font-size: 1px; width: 36pt">&#160;</font>Subject to any limitations provided by the 1940 Act and this Declaration, the Trust shall have the power and authority to
        indemnify and provide for the advance payment of expenses to employees, agents and other Persons providing services to the Trust or serving in any capacity at the request of the Trust to the full extent corporations organized under the Delaware
        General Corporation Law may indemnify or provide for the advance payment of expenses for such Persons, provided that such indemnification has been approved by a majority of the Trustees.</div>
    </div>
    <div>
      <div style="text-align: justify;">&#160;</div>
    </div>
    <div>
      <div>5.3&#160;<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 his duties hereunder.</div>
    </div>
    <div>
      <div style="text-align: justify;">&#160;</div>
    </div>
    <div>
      <div>5.4&#160;<u>No Duty of Investigation; 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 Trustees or by said officer, employee or agent or be liable for the application of money or property paid, loaned, or delivered to or on the order of the Trustees or of said
        officer, employee or agent. Every obligation, contract, undertaking, instrument, certificate, Share, other security of the Trust, and every other act or thing whatsoever executed in connection with the Trust shall be conclusively taken to have been
        executed or done by the executors thereof only in their capacity as Trustees under this Declaration or in their capacity as officers, employees or agents of the Trust. The Trustees may maintain insurance for the protection of the Trust Property,
        its Shareholders, Trustees, officers, employees and agents in such amount as the Trustees shall deem adequate to cover possible tort liability, and such other insurance as the Trustees in their sole judgment shall deem advisable or is required by
        the 1940 Act.</div>
      <div><br>
      </div>
      <div>5.5. <u>Trustee&#8217;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.&#160; 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 shall be under no liability for any act or omission in accordance with such advice; provided the Trustees shall be
        under no liability for failing to follow such advice.&#160; 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&#8217;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.&#160; The appointment, designation or identification of a Trustee as a Chairman of the Board of Trustees, a member or chair of a committee of the Trustees, an expert on any topic or in any area (including an audit committee financial expert), or
        the lead independent Trustee, or any other special appointment, designation or identification of a Trustee, shall not impose on that person any standard of care or liability that is greater than that imposed on that person as a Trustee in the
        absence of the appointment, designation or identification, and no Trustee who has special skills or expertise, or is appointed, designated or identified as aforesaid, shall be held to a higher standard of care by virtue thereof.</div>
      <div><br>
      </div>
      <div>In addition, the Registrant has entered into an Indemnification Agreement with each trustee who is not an &#8220;interested person,&#8221; as defined in the Investment Company Act of 1940, as amended, of the Registrant, which provides as follows:</div>
    </div>
    <div>
      <div style="text-align: justify;">&#160;</div>
    </div>
    <div>
      <div>The Fund shall indemnify and hold harmless the Trustee against any and all Expenses actually and reasonably incurred by the Trustee in any Proceeding arising out of or in connection with the Trustee&#8217;s service to the Fund, to the fullest extent
        permitted by the Fund Agreement and By-Laws and the laws of the State of Delaware, the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, as now or hereafter in force, subject to the provisions of the following
        sentence and the provisions of paragraph (b) of Section 4 of this Agreement. The Trustee shall be indemnified pursuant to this Section 1 against any and all of such Expenses unless (i) the Trustee is subject to such Expenses by reason of the
        Trustee&#8217;s not having acted in good faith in the reasonable belief that his or her action was in the best interests of the Fund or (ii) the Trustee is liable to the Fund or its shareholders by reason of willful misfeasance, bad faith, gross
        negligence, or reckless disregard of the duties involved in the conduct of his or her office, as defined in Section 17(h) of the Investment Company Act of 1940, as amended, and with respect to each of (i) and (ii), there has been a final
        adjudication in a decision on the merits in the relevant Proceeding that the Trustee&#8217;s conduct fell within (i) or (ii).</div>
      <div> <br>
      </div>
      <div> <br>
      </div>
      <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
        <div style="page-break-after: always;" id="DSPFPageBreak">
          <hr noshade="noshade" style="border-width: 0px; clear: both; margin: 4px 0px; width: 100%; height: 2px; color: #000000; background-color: #000000;"></div>
      </div>
      <div> <br>
      </div>
      <div><br>
      </div>
    </div>
    <div>
      <div style="font-weight: bold;">Item 31.&#160; Business and Other Connections of the Investment Adviser and the Sub-Adviser</div>
      <div><br>
      </div>
    </div>
    <div style="margin-right: 25.2pt;">The Investment Adviser, a limited liability company organized under the laws of Delaware, acts as investment adviser to the Registrant. The Registrant is fulfilling the requirement of this Item 31 to provide a list of
      the officers and directors of the Investment Adviser, together with information as to any other business, profession, vocation or employment of a substantial nature engaged in by the Investment Adviser or those officers and directors during the past
      two years, by incorporating by reference the information contained in the Form ADV of the Investment Adviser filed with the commission pursuant to the Investment Advisers Act of 1940 (Commission File No. 801-62515).</div>
    <div style="margin-right: 25.2pt;"> <br>
    </div>
    <div style="margin-right: 25.2pt;">The Sub-Adviser, a limited liability company organized under the laws of Delaware, acts as investment sub-adviser to the Registrant. The Registrant is fulfilling the requirement of this Item 31 to provide a list of
      the officers and directors of the Sub-Adviser, together with information as to any other business, profession, vocation or employment of a substantial nature engaged in by the Sub-Adviser or those officers and directors during the past two years, by
      incorporating by reference the information contained in the Form ADV of the Sub-Adviser filed with the commission pursuant to the Investment Advisers Act of 1940 (Commission File No. 801-66786).</div>
    <div><br>
    </div>
    <div style="margin-right: 25.2pt; font-weight: bold;">Item 32.&#160; Location of Accounts and Records</div>
    <div><br>
    </div>
    <div>The accounts and records of the Registrant are maintained in part at the offices of the Fund at 227 West Monroe Street, Chicago, IL 60606, in part at the offices of the Investment Adviser at 227 West Monroe Street, Chicago, IL 60606, in part at
      the offices of the Sub-Adviser at 100 Wilshire Boulevard, 5th Floor, Santa Monica, California 90401 and in part at the offices of the Custodian, Transfer Agent and Dividend Disbursing Agent at P.O. Box 30170, College Station, TX 77842-3170.</div>
    <div style="margin-right: 25.2pt; margin-top: 12pt; font-weight: bold;">Item 33.&#160; Management Services</div>
    <div><br>
    </div>
    <div style="margin-right: 25.2pt;">Not Applicable.</div>
    <div><br>
    </div>
    <div style="margin-right: 25.2pt; font-weight: bold;">Item 34.&#160; Undertakings.</div>
    <div><br>
    </div>
    <table cellspacing="0" cellpadding="0" class="DSPFListTable" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000;">

        <tr>
          <td style="width: 45pt; vertical-align: top; align: right;">1.&#160;</td>
          <td style="width: auto; vertical-align: top;">
            <div>Registrant undertakes to suspend the offering of Common Shares until the prospectus is amended, if subsequent to the effective date of this registration statement, its net asset value declines more than ten percent from its net asset value
              as of the later of the effective date of the registration statement or its net asset value increases to an amount greater than its net proceeds as stated in the prospectus.</div>
          </td>
        </tr>

    </table>
    <div>&#160;</div>
    <table cellspacing="0" cellpadding="0" class="DSPFListTable" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000;">

        <tr>
          <td style="width: 45pt; vertical-align: top; align: right;">2.&#160;</td>
          <td style="width: auto; vertical-align: top;">
            <div>Not Applicable.</div>
          </td>
        </tr>

    </table>
    <div>&#160;&#160;</div>
    <table cellspacing="0" cellpadding="0" class="DSPFListTable" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000;">

        <tr>
          <td style="width: 45pt; vertical-align: top; align: right;">3.&#160;</td>
          <td style="width: auto; vertical-align: top;">
            <div>Not Applicable</div>
          </td>
        </tr>

    </table>
    <div>
      <div><br>
      </div>
      <div style="margin-top: 12pt;">
        <div>
          <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000;">

              <tr>
                <td style="width: 45pt; vertical-align: top; align: right;">4.</td>
                <td style="width: 27pt; vertical-align: top; align: right;">(a)<font style="display: inline-block; text-indent: 0px; font-size: 1px; width: 27pt">&#160;</font></td>
                <td style="width: auto; vertical-align: top;">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.</td>
              </tr>

          </table>
        </div>
      </div>
    </div>
    <div>
      <div>
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          <div>
            <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000;">

                <tr>
                  <td style="width: 45pt; vertical-align: top; align: right;"><br>
                  </td>
                  <td style="width: 27pt; vertical-align: top; align: right;">(b)<font style="display: inline-block; text-indent: 0px; font-size: 1px; width: 27pt">&#160;</font></td>
                  <td style="width: auto; vertical-align: top;">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.</td>
                </tr>

            </table>
          </div>
        </div>
      </div>
    </div>
    <div><br>
    </div>
    <table cellspacing="0" cellpadding="0" class="DSPFListTable" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000;">

        <tr>
          <td style="width: 45pt; vertical-align: top; align: right;">5.&#160;&#160;</td>
          <td style="width: auto; vertical-align: top;">
            <div>Not Applicable<br>
            </div>
          </td>
        </tr>

    </table>
    <div><br>
    </div>
    <div><br>
    </div>
    <div style="clear: both; margin-top: 10pt; margin-bottom: 10pt;" id="DSPFPageBreakArea">
      <div style="page-break-after: always;" id="DSPFPageBreak">
        <hr noshade="noshade" style="border-width: 0px; clear: both; margin: 4px 0px; width: 100%; height: 2px; color: #000000; background-color: #000000;"></div>
    </div>
    <div><br>
    </div>
    <div><br>
    </div>
    <table cellspacing="0" cellpadding="0" class="DSPFListTable" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000;">

        <tr>
          <td style="width: 45pt; vertical-align: top; align: right;">6.</td>
          <td style="width: auto; vertical-align: top;">
            <div>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 Act and will be governed by the final adjudication of such issue.</div>
          </td>
        </tr>

    </table>
    <div><br>
    </div>
    <table cellspacing="0" cellpadding="0" class="DSPFListTable" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000;">

        <tr>
          <td style="width: 45pt; vertical-align: top; align: right;">7.&#160;</td>
          <td style="width: auto; vertical-align: top;">
            <div>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.</div>
          </td>
        </tr>

    </table>
    <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
      <div id="DSPFPageBreak" style="page-break-after:always;">
        <hr noshade="noshade" style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;"></div>
    </div>
    <div><br>
    </div>
    <div style="margin-top: 0.05pt;">
      <div style="text-align: center; margin-top: 12pt; margin-bottom: 12pt; font-weight: bold;">SIGNATURES</div>
      <div style="text-indent: 36pt; margin-bottom: 12pt;"> As required by the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, this Registration Statement has been signed on behalf of the Registrant, in the City of
          Chicago, State of Illinois, on the 22nd day of November, 2021. </div>
      <div style="margin-left: 180pt;">GUGGENHEIM ACTIVE ALLOCATION FUND</div>
      <div><br>
      </div>
      <div style="margin-left: 180pt;">By:<u>/s/ Brian E. Binder</u></div>
      <div style="text-indent: 36pt; margin-left: 180pt;">&#160;&#160;&#160;&#160; Brian E. Binder</div>
      <div style="margin-right: 13.5pt; margin-left: 216pt;">&#160;&#160;&#160;&#160; President and Chief Executive Officer (Principal Executive Officer)</div>
      <div><br>
      </div>
      <div style="text-indent: 36pt; margin-bottom: 12pt;"> As required by the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities set forth below on the 22nd day of November,
          2021. </div>
      <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; border-collapse: collapse; text-align: left; color: #000000;">

          <tr>
            <td rowspan="1" style="width: 50%; vertical-align: top; border-bottom: 2px solid black;">&#160;</td>
            <td rowspan="1" style="width: 50%; vertical-align: top;">&#160;</td>
          </tr>
          <tr>
            <td style="width: 50%; vertical-align: top; border-bottom: 2px solid black;">
              <div>*<font style="display: inline-block; text-indent: 0px; font-size: 1px; width: 108pt">&#160;</font></div>
              <div>Randall C. Barnes</div>
              <div>Trustee</div>
              <div>&#160;</div>
            </td>
            <td rowspan="9" style="width: 50%; vertical-align: top;">
              <div><u>/s/ Brian E. Binder</u><br>
                Brian E. Binder</div>
              <div>President and Chief Executive Officer (Principal Executive Officer)</div>
              <div>&#160;</div>
              <div>&#160;</div>
              <div>&#160;</div>
              <div><u>/s/ John L. Sullivan</u></div>
              <div>John L. Sullivan</div>
              <div style="margin-right: 16.85pt;">Chief Financial Officer, Treasurer and Chief Accounting Officer (Principal Financial and Accounting Officer)</div>
              <div>&#160;</div>
              <div>&#160;</div>
              <div>&#160;</div>
              <div><u>/s/ Amy J. Lee</u></div>
              <div>Amy J. Lee</div>
              <div>Trustee, Vice President and Chief Legal Officer</div>
              <div>&#160;</div>
              <div>&#160;</div>
              <div>&#160;</div>
              <div>&#160;</div>
              <div>&#160;</div>
              <div>&#160;</div>
              <div>&#160;</div>
              <div>* Signed by Mark E. Mathiasen, pursuant to a power of attorney filed October 1, 2021.</div>
              <div>&#160;</div>
              <div>/s/ Mark E. Mathiasen</div>
              <div>Mark E. Mathiasen</div>
              <div>Attorney-In-Fact</div>
            </td>
          </tr>
          <tr>
            <td style="width: 50%; vertical-align: top; border-bottom: 2px solid black;">
              <div>*<font style="display: inline-block; text-indent: 0px; font-size: 1px; width: 108pt">&#160;</font></div>
              <div>Angela-Brock Kyle</div>
              <div>Trustee</div>
              <div>&#160;</div>
            </td>
          </tr>
          <tr>
            <td style="width: 50%; vertical-align: top; border-bottom: 2px solid black;">
              <div>*<font style="display: inline-block; text-indent: 0px; font-size: 1px; width: 108pt">&#160;</font></div>
              <div>Thomas Lydon, Jr.</div>
              <div>Trustee</div>
              <div>&#160;</div>
            </td>
          </tr>
          <tr>
            <td style="width: 50%; vertical-align: top; border-bottom: 2px solid black;">
              <div>*<font style="display: inline-block; text-indent: 0px; font-size: 1px; width: 108pt">&#160;</font></div>
              <div>Ronald A. Nyberg</div>
              <div>Trustee</div>
              <div>&#160;</div>
            </td>
          </tr>
          <tr>
            <td style="width: 50%; vertical-align: top; border-bottom: 2px solid black;">
              <div>*<font style="display: inline-block; text-indent: 0px; font-size: 1px; width: 108pt">&#160;</font></div>
              <div>Sandra G. Sponem</div>
              <div>Trustee</div>
              <div>&#160;</div>
            </td>
          </tr>
          <tr>
            <td style="width: 50%; vertical-align: top;">
              <div>*<font style="display: inline-block; text-indent: 0px; font-size: 1px; width: 108pt">&#160;</font></div>
              <div>Ronald E. Toupin Jr.</div>
              <div>Trustee</div>
            </td>
          </tr>
          <tr>
            <td style="width: 50%; vertical-align: top;">&#160;</td>
          </tr>
          <tr>
            <td style="width: 50%; vertical-align: top;">&#160;</td>
          </tr>
          <tr>
            <td style="width: 50%; vertical-align: top;">&#160;</td>
          </tr>

      </table>
    </div>
    <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
      <div id="DSPFPageBreak" style="page-break-after:always;">
        <hr noshade="noshade" style="margin: 4px 0px; width: 100%; border-width: 0; height: 2px; color: #000000; background-color: #000000; clear: both;"></div>
    </div>
    <div style="margin-top: 0.05pt;"><br>
    </div>
    <div style="text-align: center; margin-top: 0.05pt; font-weight: bold;">EXHIBIT&#160;LIST</div>
  </div>
  <div style="margin-bottom: 6pt; font-family: 'Times New Roman';">
    <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; border-collapse: collapse; text-align: left; color: #000000;">

        <tr>
          <td rowspan="1" style="width: 11.87%; vertical-align: top;"><a href="ex99l.htm">Exhibit (l) <br>
            </a> </td>
          <td rowspan="1" style="width: 88.13%; vertical-align: top;"><a href="ex99l.htm">Opinion and Consent of Dechert LLP<br>
            </a> </td>
        </tr>
        <tr>
          <td style="width: 11.87%; vertical-align: top;">
            <div><a href="ex99n.htm">Exhibit (n)</a></div>
          </td>
          <td style="width: 88.13%; vertical-align: top;">
            <div><a href="ex99n.htm">Consent of Independent Registered Public Accounting Firm</a></div>
          </td>
        </tr>

    </table>
    <div> <br>
    </div>
    <div>&#160;</div>
  </div>
</body>
</html>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(L)
<SEQUENCE>3
<FILENAME>ex99l.htm
<DESCRIPTION>OPINION AND CONSENT OF DECHERT LLP
<TEXT>
<html style="font-family: 'Times New Roman'; font-size: 10pt; text-align: left;">
  <head>
    <!-- Licensed to: FGS
         Document created using EDGARfilings PROfile 7.7.0.0
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<body bgcolor="#ffffff" style="text-align: center;">
  <div style="text-align: justify; text-indent: -36pt; margin-left: 36pt; font-family: 'Times New Roman'; font-size: 10pt;"> <br>
  </div>
  <div style="text-align: justify; text-indent: -36pt; margin-left: 36pt; font-family: 'Times New Roman'; font-size: 10pt;">
    <table cellspacing="0" cellpadding="0" border="0" id="z5bdd6454c4fe4c668a7280586606d88a" style="font-family: 'Times New Roman'; font-size: 10pt; color: #000000; width: 100%;">

        <tr>
          <td style="width: 50%; text-align: left; vertical-align: top;">
            <div>&#160;<img src="dechert.jpg"></div>
          </td>
          <td style="width: 50%; text-align: left;"><font style="font-family: Arial;"> </font>
            <div><font style="font-family: Arial;"> </font>
              <div style="font-family: Arial;">1900 K Street, NW</div>
              <div style="font-family: Arial;">Washington, DC&#160; 20006-1110</div>
              <font style="font-family: Arial;"> </font>
              <div style="font-family: Arial;">+1&#160; 202&#160; 261&#160; 3300&#160; Main</div>
              <font style="font-family: Arial;"> </font>
              <div style="font-family: Arial;">+1&#160; 202&#160; 261&#160; 3333&#160; Fax</div>
              <font style="font-family: Arial;"> </font>
              <div style="font-family: Arial;">www.dechert.com</div>
              <div> <br>
              </div>
            </div>
          </td>
        </tr>

    </table>
  </div>
  <div style="text-align: justify; text-indent: -36pt; margin-left: 36pt; font-family: 'Times New Roman'; font-size: 10pt;"><br>
    <div><br>
      <div>November 22, 2021</div>
    </div>
  </div>
  <div><br>
  </div>
  <div style="text-align: justify; text-indent: -36pt; margin-left: 36pt; font-family: 'Times New Roman'; font-size: 10pt;">Guggenheim Active Allocation Fund</div>
  <div style="text-align: justify; text-indent: -36pt; margin-left: 36pt; font-family: 'Times New Roman'; font-size: 10pt;">227 West Monroe Street</div>
  <div style="text-align: justify; text-indent: -36pt; margin-left: 36pt; font-family: 'Times New Roman'; font-size: 10pt;">Chicago, Illinois 60606</div>
  <div><br>
  </div>
  <table cellspacing="0" cellpadding="0" style="font-family: 'Times New Roman'; font-size: 10pt; width: 100%; text-align: left; color: #000000;" class="DSPFListTable" id="z509a235ee14147a6acb970ac9a803dc9">

      <tr>
        <td style="width: 36pt; vertical-align: top; align: right;">Re:</td>
        <td style="width: auto; vertical-align: top; text-align: justify;">
          <div>Guggenheim Active Allocation Fund</div>
        </td>
      </tr>

  </table>
  <div style="text-align: justify; text-indent: 0pt; margin-left: 36pt; font-family: 'Times New Roman'; font-size: 10pt;">File Nos. 811-23702 and 333-256687</div>
  <div><br>
  </div>
  <div style="text-align: justify; text-indent: -36pt; margin-left: 36pt; font-family: 'Times New Roman'; font-size: 10pt;">Dear Ladies and Gentlemen:</div>
  <div><br>
  </div>
  <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">We have acted as counsel for Guggenheim Active Allocation Fund (the &#8220;Trust&#8221; or the &#8220;Registrant&#8221;), a Delaware statutory trust, in connection with the filing of
    Pre-Effective Amendment No. 3 to the Registrant&#8217;s registration statement on Form N-2 under the Securities Act of 1933 (the &#8220;1933 Act&#8221;) and Amendment No. 3 to the Registrant&#8217;s registration statement under the Investment Company Act of 1940 (the
    &#8220;Registration Statement&#8221;) relating to the issuance and sale of shares by the Registrant.</div>
  <div><br>
  </div>
  <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">This opinion is limited to the Delaware Statutory Trust Act, and we express no opinion with respect to the laws of any other jurisdiction or to any other laws of the State
    of Delaware. Further, we express no opinion as to compliance with any state or federal securities laws, including the securities laws of the State of Delaware.</div>
  <div><br>
  </div>
  <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">In connection with the opinion set forth herein, we have examined the following Trust documents: the Trust&#8217;s Amended and Restated Agreement and Declaration of Trust; the
    Trust&#8217;s By-Laws; and such other Trust records, certificates, resolutions and documents that we have deemed relevant in order to render the opinion expressed herein.&#160; In addition, we have reviewed and relied upon a certificate dated November 22, 2021
    issued by the Delaware Secretary of State.</div>
  <div><br>
  </div>
  <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">In rendering this opinion we have assumed, without independent verification: (i) the due authority of all individuals signing in representative capacities and the
    genuineness of signatures; (ii) the authenticity, completeness and continued effectiveness of all documents or copies furnished to us; (iii) that any resolutions provided have been duly adopted by the Trust&#8217;s Board of Trustees; (iv) that the facts
    contained in the instruments and certificates or statements of public officials, officers and representatives of the Trust on which we have relied for the purposes of this opinion are true and correct; and (v) that no amendments, agreements,
    resolutions or actions have been approved, executed or adopted which would limit, supersede or modify the items described above.&#160; Where documents are referred to in resolutions approved by the Trust&#8217;s Board of Trustees, or in the </div>
  <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;"> <br>
  </div>
  <div id="DSPFPageBreakArea" style="clear: both; margin-top: 10pt; margin-bottom: 10pt;">
    <div id="DSPFPageBreak" style="page-break-after: always;">
      <hr noshade="noshade" style="border-width: 0px; clear: both; margin: 4px 0px; width: 100%; height: 2px; color: #000000; background-color: #000000;"></div>
  </div>
  <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;"><img src="dechert.jpg">
    <div><br>
    </div>
    Registration Statement, we have assumed such documents are the same as in the most recent form provided to us, whether as an exhibit to the Registration Statement or otherwise.</div>
  <div><br>
  </div>
  <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">Based upon the foregoing, we are of the opinion that the shares of the Trust to be registered pursuant to the Registration Statement have been duly authorized for issuance
    and, when issued and delivered against payment therefore in accordance with the terms, conditions, requirements and procedures described in the Registration Statement and any applicable underwriting or purchase agreements, will be validly issued, fully
    paid and non-assessable beneficial interests in the Trust.</div>
  <div><br>
  </div>
  <div style="text-align: justify; font-family: 'Times New Roman'; font-size: 10pt;">We hereby consent to the filing of this opinion as an exhibit to the Registration Statement, to be filed with the U.S. Securities and Exchange Commission, and to the use
    of our name in the Registration Statement.&#160; In giving such consent, however, we do not admit that we are within the category of persons whose consent is required by Section 7 of the 1933 Act or the rules and regulations thereunder.</div>
  <div><br>
  </div>
  <div><br>
  </div>
  <div><br>
  </div>
  <div style="text-align: justify; text-indent: -36pt; margin-left: 36pt; font-family: 'Times New Roman'; font-size: 10pt;">Very truly yours,</div>
  <div><br>
  </div>
  <div style="text-align: justify; text-indent: -36pt; margin-left: 36pt; font-family: 'Times New Roman'; font-size: 10pt;"><u>/s/ Dechert LLP</u></div>
  <div><br>
  </div>
  <div style="text-align: justify; text-indent: -36pt; margin-left: 36pt; font-family: 'Times New Roman'; font-size: 10pt;">Dechert LLP</div>
</body>
</html>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(N)
<SEQUENCE>4
<FILENAME>ex99n.htm
<DESCRIPTION>CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
<TEXT>
<html>
  <head>
    <title></title>
    <!-- Licensed to: FGS
         Document created using EDGARfilings PROfile 7.7.0.0
         Copyright 1995 - 2021 Broadridge -->
  </head>
<body bgcolor="#ffffff" style="font-family: 'Times New Roman'; font-size: 10pt; text-align: left; color: #000000;">
  <div><br>
  </div>
  <div><br>
  </div>
  <div><br>
  </div>
  <div><br>
  </div>
  <div style="text-align: center; font-weight: bold;">Consent of Independent Registered Public Accounting Firm</div>
  <div><br>
  </div>
  <div><br>
  </div>
  <div style="text-align: justify;">We consent to the references to our firm under the captions &#8220;Independent Registered Public Accounting Firm&#8221; in the Prospectus and &#8220;Independent Registered Public Accounting
    Firm&#8221; in the Statement of Additional Information and to the use of our report dated October 14, 2021, on the financial statement of Guggenheim Active Allocation Fund included in this Registration Statement (Form N-2) (Pre-Effective Amendment No. 3 to
    File No. 333-256687).</div>
  <div><br>
  </div>
  <div style="margin-left: 324pt;">/s/ Ernst &amp; Young LLP</div>
  <div>Tysons, Virginia</div>
  <div>November 22, 2021</div>
  <div><br>
  </div>
</body>
</html>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>GRAPHIC
<SEQUENCE>5
<FILENAME>dechert.jpg
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end
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
