72 l GGM l GUGGENHEIM
CREDIT ALLOCATION FUND ANNUAL REPORT
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OTHER INFORMATION (Unaudited) continued
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May 31, 2021
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Position(s)
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Term of Office
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Number of
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Held
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and Length
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Portfolios in
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Name, Address*
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with
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of Time
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Principal Occupation(s)
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Fund Complex
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Other Directorships
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and Year of Birth
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Trust
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Served**
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During Past Five Years
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Overseen
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Held by Trustees***
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Interested Trustee:
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Amy J. Lee****
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Trustee, Vice
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Since 2018
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Current: Interested Trustee, certain other funds in the Fund Complex
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156
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None.
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(1961)
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President and
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(Trustee)
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(2018-present); Chief Legal Officer, certain other funds in the Fund Complex
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Chief Legal
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Since 2014
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(2014-present); Vice President, certain other funds in the Fund Complex
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Officer
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(Chief Legal
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(2007-present); Senior Managing Director, Guggenheim Investments
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Officer)
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(2012-present).
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Since 2013
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(Vice President)
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Former: President and Chief Executive Officer, certain other funds in the Fund
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Complex (2017-2019); Vice President, Associate General Counsel and
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Assistant Secretary, Security Benefit Life Insurance Company and Security
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Benefit Corporation (2004-2012).
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*
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The business address
of each Trustee is c/o Guggenheim Investments, 227 West Monroe Street, Chicago, Illinois
60606.
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**
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Each Trustee elected shall hold office until his or her successor shall have been elected and shall have qualified. After a Trustee’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:
— Mr. Toupin, Jr. and Mses. Lee and Sponem are Class III Trustees. Class III Trustees are expected to stand for re-election at the Fund's annual meeting of shareholders for the fiscal year ended May 31, 2022.
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— Mr. Barnes and Ms. Brock-Kyle
are Class I Trustees. Class I Trustees are expected to stand for re-election at the Fund's annual meeting of shareholders for
the fiscal year ended May 31, 2023.
— Messrs. Lydon Jr. and Nyberg
are Class II Trustees. Class II Trustees are expected to stand for re-election at the Fund's annual meeting of shareholders for
the fiscal year ended May 31, 2024.
***
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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
& Investment Grade Debt Trust, Guggenheim Strategic Opportunities Fund, Guggenheim
Enhanced Equity Income Fund, Guggenheim Energy & Income Fund, Guggenheim Credit Allocation Fund,
Rydex Series Funds, Rydex Dynamic Funds, Rydex Variable Trust and Transparent Value
Trust. Messrs. Barnes and Nyberg also serve on the Board of Trustees of Advent Convertible &
Income Fund.
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****
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This Trustee is deemed to
be an “interested person” of the Fund under the 1940 Act by reason
of her position with the Fund's Investment Manager and/or the parent
of the Investment Manager.
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GGM l GUGGENHEIM CREDIT ALLOCATION
FUND ANNUAL REPORT l 73
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OTHER INFORMATION (Unaudited) continued
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May 31, 2021
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OFFICERS
The Officers of the Guggenheim Credit Allocation Fund,
who are not Trustees, and their principal occupations during the past five years:
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Position(s)
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Held
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Term of Office
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Name, Address*
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with
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and Length of
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and Year of Birth
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Trust
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Time Served**
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Principal Occupation(s) During Past Five Years
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Officers:
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Brian E. Binder
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President
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Since 2018
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Current: President and Chief Executive Officer, certain other funds in the Fund Complex (2018-present); President, Chief Executive Officer and
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(1972)
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and Chief
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Chairman of the Board of Managers, Guggenheim Funds Investment Advisors, LLC (2018-present); President and Chief Executive Officer,
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Executive
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Security Investors, LLC (2018-present); Board Member of Guggenheim Partners Fund Management (Europe) Limited (2018-present); Senior
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Officer
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Managing Director and Chief Administrative Officer, Guggenheim Investments (2018-present).
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Former: Managing Director and President, Deutsche Funds, and Head of US Product, Trading and Fund Administration, Deutsche Asset
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Management (2013-2018); Managing Director, Head of Business Management and Consulting, Invesco Ltd. (2010-2012).
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Joanna M.
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Chief
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Since 2013
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Current: Chief Compliance Officer, certain other funds in the Fund Complex (2012-present); Senior Managing Director, Guggenheim
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Catalucci
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Compliance
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Investments (2014-present).
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(1966)
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Officer
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Former: AML Officer, certain other funds in the Fund Complex (2016-2017); Chief Compliance Officer and Secretary certain other funds in the
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Fund Complex (2008-2012); Senior Vice President and Chief Compliance Officer, Security Investor, LLC and certain affiliates (2010-2012); Chief
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Compliance Officer and Senior Vice President, Rydex Advisors, LLC and certain affiliates (2010-2011).
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James M. Howley
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Assistant
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Since 2013
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Current: Managing Director, Guggenheim Investments (2004-present); Assistant Treasurer, certain other funds in the Fund
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(1972)
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Treasurer
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Complex (2006-present).
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Former: Manager, Mutual Fund Administration of Van Kampen Investments, Inc. (1996-2004).
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Mark E. Mathiasen
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Secretary
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Since 2013
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Current: Secretary, certain other funds in the Fund Complex (2007-present); Managing Director, Guggenheim Investments (2007-present).
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(1978)
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Glenn McWhinnie
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Assistant
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Since 2016
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Current: Vice President, Guggenheim Investments (2009-present); Assistant Treasurer, certain other funds in the Fund Complex (2016-present).
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(1969)
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Treasurer
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Michael P. Megaris
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Assistant
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Since 2014
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Current: Assistant Secretary, certain other funds in the Fund Complex (2014-present); Director, Guggenheim Investments (2012-present).
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(1984)
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Secretary
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|
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74 l GGM l GUGGENHEIM
CREDIT ALLOCATION FUND ANNUAL REPORT
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OTHER INFORMATION (Unaudited) continued
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May 31, 2021
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Position(s)
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|
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Held
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Term of Office
|
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Name, Address*
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with
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and Length of
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and Year of Birth
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Trust
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Time Served**
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Principal Occupation(s) During Past Five Years
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Officers continued:
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|
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Kimberly J. Scott
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Assistant
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Since 2013
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Current: Director, Guggenheim Investments (2012-present); Assistant Treasurer, certain other funds in the Fund Complex (2012-present).
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(1974)
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Treasurer
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Former: Financial Reporting Manager, Invesco, Ltd. (2010-2011); Vice President/Assistant Treasurer, Mutual Fund Administration for Van Kampen
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Investments, Inc./Morgan Stanley Investment Management (2009-2010); Manager of Mutual Fund Administration, Van Kampen Investments,
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Inc./Morgan Stanley Investment Management (2005-2009).
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Bryan Stone
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Vice
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Since 2014
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Current: Vice President, certain other funds in the Fund Complex (2014-present); Managing Director, Guggenheim Investments (2013-present).
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(1979)
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President
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Former: Senior Vice President, Neuberger Berman Group LLC (2009-2013); Vice President, Morgan Stanley (2002-2009).
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John L. Sullivan
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Chief
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Since 2013
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Current: Chief Financial Officer, Chief Accounting Officer and Treasurer, certain other funds in the Fund Complex (2010-present); Senior
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(1955)
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Financial
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Managing Director, Guggenheim Investments (2010-present).
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Officer, Chief
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Accounting
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Former: Managing Director and Chief Compliance Officer, each of the funds in the Van Kampen Investments fund complex (2004-2010);
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Officer and
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Managing Director and Head of Fund Accounting and Administration, Morgan Stanley Investment Management (2002-2004); Chief Financial
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Treasurer
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Officer and Treasurer, Van Kampen Funds (1996-2004).
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Jon Szafran
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Assistant
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Since 2017
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Current: Vice President, Guggenheim Investments (2017-present); Assistant Treasurer, certain other funds in the Fund Complex (2017-present).
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(1989)
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Treasurer
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Former: Assistant Treasurer of Henderson Global Funds and Manager of US Fund Administration, Henderson Global Investors (North America)
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Inc. (““HGINA””), (2017); Senior Analyst of US Fund Administration, HGINA (2014–2017); Senior Associate of Fund Administration, Cortland
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Capital Market Services, LLC (2013-2014); Experienced Associate, PricewaterhouseCoopers LLP (2012-2013).
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*
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The business address
of each officer is c/o Guggenheim Investments, 227 West Monroe Street, Chicago, Illinois
60606.
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**
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Each officer serves
an indefinite term, until his or her successor is duly elected and qualified.
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GGM lGUGGENHEIM CREDIT ALLOCATION
FUND ANNUAL REPORT l 75
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APPROVAL OF ADVISORY AGREEMENTS —
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GUGGENHEIM CREDIT ALLOCATION FUND (GGM) (Unaudited)
|
May 31, 2021
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Guggenheim Credit Allocation Fund (the “Fund”) is a
Delaware statutory trust that is registered as a diversified, closed-end management investment company under the Investment Company Act
of 1940, as amended (the “1940 Act”). Guggenheim Funds Investment Advisors, LLC (“GFIA” or the “Adviser”),
an indirect subsidiary of Guggenheim Partners, LLC, a privately-held, global investment and advisory firm (“Guggenheim Partners”),
serves as the Fund’s investment adviser and provides certain administrative and other services pursuant to an investment advisory
agreement between the Fund and GFIA (the “Investment Advisory Agreement”). (Guggenheim Partners, GFIA, Guggenheim Partners
Investment Management, LLC (“GPIM” or the “Sub-Adviser”) and their affiliates may be referred to herein collectively
as “Guggenheim.” “Guggenheim Investments” refers to the global asset management and investment advisory division
of Guggenheim Partners and includes GFIA, GPIM, Security Investors, LLC and other affiliated investment management businesses of Guggenheim
Partners.)
Under the terms of the Investment Advisory Agreement, GFIA is responsible
for overseeing the activities of GPIM, which performs portfolio management and related services for the Fund pursuant to an investment
sub-advisory agreement by and among the Fund, the Adviser and GPIM (the “Sub-Advisory Agreement” and together with the Investment
Advisory Agreement, the “Advisory Agreements”). Under the supervision and oversight of GFIA and the Board of Trustees of the
Fund (the “Board,” with the members of the Board referred to individually as the “Trustees”), GPIM provides a
continuous investment program for the Fund’s portfolio, provides investment research, and makes and executes recommendations for
the purchase and sale of securities for the Fund.
Each of the Advisory Agreements continues in effect from year to
year provided that such continuance is specifically approved at least annually by (i) the Board or a majority of the outstanding voting
securities (as defined in the 1940 Act) of the Fund, and, in either event, (ii) the vote of a majority of the Trustees who are not “interested
person[s],” as defined by the 1940 Act, of the Fund (the “Independent Trustees”) casting votes in person at a meeting
called for such purpose.1 At meetings held by videoconference on April 20, 2021 (the “April Meeting”) and
on May 26, 2021 (the “May Meeting”), the Contracts Review Committee of the Board (the “Committee”), consisting
solely of the Independent Trustees, met separately from Guggenheim to consider the proposed renewal of the Advisory Agreements in connection
with the Committee’s annual contract review schedule.
As part of its review process, the Committee was represented by
independent legal counsel to the Independent Trustees (“Independent Legal Counsel”), from whom the Independent Trustees received
separate legal advice and with whom they met separately. Independent Legal Counsel reviewed and discussed with the Committee various key
aspects of the Trustees’ legal responsibilities relating to the proposed renewal of the Advisory Agreements and other principal
contracts. The Committee took into account various materials received from Guggenheim and Independent Legal Counsel. The Committee also
considered the variety of written materials, reports and oral
1
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On March 13, 2020, the Securities and Exchange Commission issued an exemptive order providing relief to registered manage- ment investment companies from certain provisions of the 1940 Act in light of the outbreak of coronavirus disease 2019 (COVID- 19), including the in-person voting requirements under Section 15(c) of the 1940 Act with respect to approving or renewing an investment advisory agreement, subject to certain conditions. The relief, initially provided for a limited period of time, has been extended multiple times and was in effect as of May 26, 2021. The Board, including the Independent Trustees, relied on this relief in voting to renew the Advisory Agreements at a meeting of the Board held by videoconference on May 26, 2021.
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76 l GGM l GUGGENHEIM
CREDIT ALLOCATION FUND ANNUAL REPORT
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APPROVAL OF ADVISORY AGREEMENTS —
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GUGGENHEIM CREDIT ALLOCATION FUND (GGM) (Unaudited) continued
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May 31, 2021
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presentations the Board received throughout the year regarding
performance and operating results of the Fund, and other information relevant to its evaluation of the Advisory Agreements.
In connection with the contract review process, FUSE Research Network
LLC, an independent, third-party research provider, was engaged to prepare advisory contract renewal reports designed specifically to
help the Board fulfill its advisory contract renewal responsibilities. The objective of the reports is to present the subject funds’
relative position regarding fees, expenses and total return performance, with comparisons to a peer group of funds identified by Guggenheim,
based on a methodology reviewed by the Board. In addition, Guggenheim provided materials and data in response to formal requests for information
sent by Independent Legal Counsel on behalf of the Independent Trustees. Guggenheim also made a presentation at the April Meeting. Throughout
the process, the Committee asked questions of management and requested certain additional information, which Guggenheim provided (collectively
with the foregoing reports and materials, the “Contract Review Materials”). The Committee considered the Contract Review Materials
in the context of its accumulated experience in governing the Fund and other Guggenheim funds and weighed the factors and standards discussed
with Independent Legal Counsel.
Following an analysis and discussion of relevant factors, including
those identified below, and in the exercise of its business judgment, the Committee concluded that it was in the best interest of the
Fund to recommend that the Board approve the renewal of each of the Advisory Agreements for an additional annual term.
Investment Advisory Agreement
Nature, Extent and Quality of Services Provided by the Adviser: With
respect to the nature, extent and quality of services currently provided by the Adviser, the Committee noted that, although the Adviser
delegated certain portfolio management responsibilities to the Sub-Adviser, as affiliated companies, both the Adviser and Sub-Adviser
are part of the Guggenheim organization. Further, the Committee took into account Guggenheim’s explanation that investment advisory-related
services are provided by many Guggenheim employees under different related legal entities and thus, the services provided by the Adviser
on the one hand and the Sub-Adviser on the other, as well as the risks assumed by each party, cannot be ascribed to distinct legal entities.2 As
a result, the Committee did not evaluate the services provided to the Fund under the Investment Advisory Agreement and Sub-Advisory Agreement
separately.
The Committee also considered the secondary market support services
provided by Guggenheim to the Fund and noted the materials describing the activities of Guggenheim’s dedicated Closed-End Fund Team,
including with respect to communication with financial advisors, data dissemination and relationship management. In addition, the Committee
considered the qualifications, experience and skills of key personnel performing services for the Fund, including those personnel providing
compliance and risk oversight, as well as the supervisors and reporting lines for such personnel. The Committee also considered other
information, including Guggenheim’s resources and related efforts to retain, attract and motivate capable personnel to serve the
Fund. In evaluating Guggenheim’s
2
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Consequently, except where the context indicates otherwise, references to “Adviser” or “Sub-Adviser” should be understood as referring to Guggenheim Investments generally and the services it provides under both Advisory Agreements.
|
GGM l GUGGENHEIM CREDIT ALLOCATION
FUND ANNUAL REPORT l 77
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APPROVAL OF ADVISORY AGREEMENTS —
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GUGGENHEIM CREDIT ALLOCATION FUND (GGM) (Unaudited) continued
|
May 31, 2021
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resources and capabilities, the Committee considered Guggenheim’s
commitment to focusing on, and investing resources in support of, funds in the Guggenheim fund complex, including the Fund.
The Committee’s review of the services provided by Guggenheim
to the Fund included consideration of Guggenheim’s investment processes and resulting performance, portfolio oversight and risk
management, and the related regular quarterly reports and presentations received by the Board. The Committee took into account the risks
borne by Guggenheim in sponsoring and providing services to the Fund, including entrepreneurial, legal, regulatory and operational risks.
The Committee considered the resources dedicated by Guggenheim to compliance functions and the reporting made to the Board by Guggenheim
compliance personnel regarding Guggenheim’s adherence to regulatory requirements. The Committee also considered the regular reports
the Board receives from the Fund’s Chief Compliance Officer regarding compliance policies and procedures established pursuant to
Rule 38a-1 under the 1940 Act.
In connection with the Committee’s evaluation of the overall
package of services provided by Guggenheim, the Committee considered Guggenheim’s administrative services, including its role in
supervising, monitoring, coordinating and evaluating the various services provided by the fund administrator, custodian and other service
providers to the Fund. The Committee evaluated the Office of Chief Financial Officer (the “OCFO”), established to oversee
the fund administration, accounting and transfer agency services provided to funds in the Guggenheim fund complex, including the OCFO’s
resources, personnel and services provided.
With respect to Guggenheim’s resources and the ability of
the Adviser to carry out its responsibilities under the Investment Advisory Agreement, the Chief Financial Officer of Guggenheim Investments
reviewed with the Committee financial information concerning the holding company for Guggenheim Investments, Guggenheim Partners Investment
Management Holdings, LLC (“GPIMH”), and the various entities comprising Guggenheim Investments, and provided the audited consolidated
financial statements of GPIMH. (Thereafter, the Committee received the audited consolidated financial statements of GPIM.)
The Committee also considered the acceptability of the terms of
the Investment Advisory Agreement, including the scope of services required to be performed by the Adviser.
Based on the foregoing, and based on other information received
(both oral and written) at the April Meeting and the May Meeting, as well as other considerations, including the Committee’s knowledge
of how the Adviser performs its duties obtained through Board meetings, discussions and reports throughout the year, the Committee concluded
that the Adviser and its personnel were qualified to serve the Fund in such capacity and may reasonably be expected to continue to provide
a high quality of services under the Investment Advisory Agreement with respect to the Fund.
Investment Performance: The Fund commenced investment
operations on June 26, 2013 and its investment objective is to seek total return through a combination of current income and capital appreciation.
The Committee received data showing, among other things, the Fund’s total return on a net asset value (“NAV”) and market
price basis for the five-year, three-year, one-year and three-month periods ended December 31, 2020, as well as total return based on
NAV since inception. The Committee also received certain updated performance information as of March 31, 2021.
78 l GGM l GUGGENHEIM
CREDIT ALLOCATION FUND ANNUAL REPORT
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APPROVAL OF ADVISORY AGREEMENTS —
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GUGGENHEIM CREDIT ALLOCATION FUND (GGM) (Unaudited) continued
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May 31, 2021
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The Committee compared the Fund’s performance to a peer group
of closed-end funds identified by Guggenheim (the “peer group of funds”) and, for NAV returns, performance versus the Fund’s
benchmark for the same time periods. The Committee noted that the Adviser’s peer group selection methodology for the Fund starts
with the entire U.S.-listed taxable closed-end fund universe, and excludes funds that: (i) invest more than 80% in one asset class; (ii)
invest less than 20% in each of corporate bonds and banks loans; (iii) invest more than 50% outside the U.S.; (iv) invest more than 30%
in investment grade securities; and (v) invest more than 30% in asset-backed securities (ABS) or mortgage-backed securities (MBS). The
Committee considered that the peer group of funds—consisting of eight other high yield bond funds—is consistent with the peer
group used for purposes of the Fund’s quarterly performance reporting.
The Committee observed that the returns of the Fund ranked in the
13th percentile of its peer group of funds on an NAV basis for the five-year, three-year and one-year periods ended December 31, 2020.
In addition, the Committee took into account Guggenheim’s
belief that there is no single optimal performance metric, nor is there a single optimal time period over which to evaluate performance
and that a thorough understanding of performance comes from analyzing measures of returns, risk and risk-adjusted returns, as well as
evaluating strategies both relative to their market benchmarks and to peer groups of competing strategies. Thus, the Committee also reviewed
and considered the additional performance and risk metrics provided by Guggenheim, including the Fund’s standard deviation, tracking
error, beta, Sharpe ratio, information ratio and alpha compared to the benchmark, with the Fund’s risk metrics ranked against its
peer group. In assessing the foregoing, the Committee considered Guggenheim’s statement that, as of January 31, 2021, the Fund’s
returns have ranked in the first quartile of its peer group over all relevant periods other than the five-year period for which its returns
ranked in the second quartile, and the Fund’s risk metrics and risk-adjusted returns have ranked in the first quartile of its peer
group over all relevant periods.
The Committee also considered the Fund’s structure and form
of leverage, and, among other information related to leverage, the cost of the leverage and the aggregate leverage outstanding as of December
31, 2020, as well as net yield on leverage assets and net impact on common assets due to leverage for the one-year period ended December
31, 2020 and annualized for the three-year and since-inception periods ended December 31, 2020.
Based on the foregoing, and based on other information received
(both oral and written) at the April Meeting and the May Meeting, as well as other considerations, the Committee concluded that the Fund’s
performance was acceptable.
Comparative Fees, Costs of Services Provided and the Benefits
Realized by the Adviser from Its Relationship with the Fund: The Committee compared the Fund’s contractual advisory fee
(which includes the sub-advisory fee paid to the Sub-Adviser) calculated at average managed assets for the latest fiscal year,3 and
the Fund’s net effective management fee4 and total net expense ratio, in each case as a percentage of average net
assets for the latest fiscal year, to the peer group of funds and
3
|
Contractual advisory fee rankings represent the percentile ranking of the Fund’s contractual advisory fee relative to peers as- suming that the contractual advisory fee for each fund in the peer group is calculated on the basis of the Fund’s average managed assets.
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4
|
The “net effective management fee” for the Fund represents the combined effective advisory fee and administration fee as a percentage of average net assets for the latest fiscal year, after any waivers and/or reimbursements.
|
GGM l GUGGENHEIM CREDIT ALLOCATION
FUND ANNUAL REPORT l 79
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APPROVAL OF ADVISORY AGREEMENTS —
|
|
GUGGENHEIM CREDIT ALLOCATION FUND (GGM) (Unaudited) continued
|
May 31, 2021
|
noted the Fund’s percentile rankings in this regard. The
Committee also reviewed the average and median advisory fees (based on average net assets) and expense ratios, including expense ratio
components (e.g., transfer agency fees, administration fees and other operating expenses), of the peer group of funds. In addition, the
Committee considered information regarding Guggenheim’s process for evaluating the competitiveness of the Fund’s fees and
expenses, noting Guggenheim’s statement that evaluations seek to incorporate a variety of factors with a general focus on ensuring
fees and expenses: (i) are competitive; (ii) give consideration to resource support requirements; and (iii) ensure the Fund is able to
deliver on shareholder return expectations.
The Committee observed that the Fund’s contractual advisory
fee based on average managed assets ranks in the second quartile (38th percentile) of its peer group; and the Fund’s net effective
management fee on average net assets and total net expense ratio (excluding interest expense) on average net assets each rank in the first
quartile (25th percentile) of its peer group.
The Committee also noted Guggenheim’s statement that it does
not provide advisory services to other clients that have investment strategies similar to those of the Fund and, as a result, the Committee
did not consider it relevant to compare the Fund’s advisory fee to the advisory fees charged to other clients of Guggenheim.
With respect to the costs of services provided and benefits realized
by Guggenheim Investments from its relationship with the Fund, the Committee reviewed a profitability analysis and data from management
setting forth the average assets under management for the twelve months ended December 31, 2020, gross revenues received by Guggenheim
Investments, expenses allocated to the Fund, earnings and the operating margin/profitability rate, including variance information relative
to the foregoing amounts as of December 31, 2019. In addition, the Chief Financial Officer of Guggenheim Investments reviewed with, and
addressed questions from, the Committee concerning the expense allocation methodology employed in producing the profitability analysis.
In the course of its review of Guggenheim Investments’ profitability,
the Committee took into account the methods used by Guggenheim Investments to determine expenses and profit. The Committee considered
all of the foregoing, among other things, in evaluating the costs of services provided, the profitability to Guggenheim Investments and
the profitability rates presented.
The Committee also considered other benefits available to the Adviser
because of its relationship with the Fund and noted Guggenheim’s statement that it does not believe the Adviser derives any such
“fall-out” benefits. In this regard, the Committee noted Guggenheim’s statement that, although it does not consider
such benefits to be fall-out benefits, the Adviser may benefit from certain economies of scale and synergies, such as enhanced visibility
of the Adviser, enhanced leverage in fee negotiations and other synergies arising from offering a broad spectrum of products, including
the Fund.
Based on the foregoing, and based on other information received
(both oral and written) at the April Meeting and the May Meeting, as well as other considerations, the Committee concluded that the comparative
fees and the benefits realized by the Adviser from its relationship with the Fund were appropriate and that the Adviser’s profitability
from its relationship with the Fund was not unreasonable.
80 l GGM l GUGGENHEIM
CREDIT ALLOCATION FUND ANNUAL REPORT
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APPROVAL OF ADVISORY AGREEMENTS —
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|
GUGGENHEIM CREDIT ALLOCATION FUND (GGM) (Unaudited) continued
|
May 31, 2021
|
Economies of Scale: The Committee received and considered
information regarding whether there have been economies of scale with respect to the management of the Fund as the Fund’s assets
grow, whether the Fund has appropriately benefited from any economies of scale, and whether there is potential for realization of any
further economies of scale. The Committee considered whether economies of scale in the provision of services to the Fund were being passed
along to and shared with the shareholders. The Committee considered that advisory fee breakpoints generally are not relevant given the
structural nature of closed-end funds, which, though able to conduct additional share offerings periodically, do not continuously offer
new shares and thus, do not experience daily inflows and outflows of capital. In addition, the Committee took into account that given
the relative size of the Fund, Guggenheim does not believe breakpoints are appropriate at this time. The Committee also noted the additional
shares offered by the Fund through secondary offerings in the past and considered that to the extent the Fund’s assets increase
over time (whether through additional periodic offerings or internal growth from asset appreciation), the Fund and its shareholders should
realize economies of scale as certain expenses, such as fixed fund fees, become a smaller percentage of overall assets. The Committee
also took into account the competitiveness of the Fund’s contractual advisory fee (based on average managed assets), which ranks
in the second quartile of its peer group.
Based on the foregoing, and based on other information received
(both oral and written) at the April Meeting and the May Meeting, as well as other considerations, the Committee concluded that the Fund’s
advisory fee was reasonable.
Sub-Advisory Agreement
Nature, Extent and Quality of Services Provided by the Sub-Adviser: As
noted above, because both the Adviser and Sub-Adviser for the Fund—GFIA and GPIM, respectively—are part of Guggenheim Investments
and the services provided by the Adviser on the one hand and the Sub-Adviser on the other cannot be ascribed to distinct legal entities,
the Committee did not evaluate the services provided under the Investment Advisory Agreement and Sub-Advisory Agreement separately. Therefore,
the Committee considered the qualifications, experience and skills of the Fund’s portfolio management team in connection with the
Committee’s evaluation of Guggenheim’s investment professionals under the Investment Advisory Agreement.
With respect to Guggenheim’s resources and the Sub-Adviser’s
ability to carry out its responsibilities under the Sub-Advisory Agreement, as noted above, the Committee considered the financial condition
of GPIMH and the various entities comprising Guggenheim Investments.
The Committee also considered the acceptability of the terms of
the Sub-Advisory Agreement, including the scope of services required to be performed by the Sub-Adviser.
Investment Performance: The Committee considered the
returns of the Fund under its evaluation of the Investment Advisory Agreement.
Comparative Fees, Costs of Services Provided and the Benefits
Realized by the SubAdviser from Its Relationship with the Fund: The Committee considered that the Sub-Advisory Agreement is with
an affiliate of the Adviser, that the Adviser compensates the Sub-Adviser from its own fees so that the sub-advisory fee rate with respect
to the Fund does not impact the fees paid by the Fund and that the
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APPROVAL OF ADVISORY AGREEMENTS —
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Sub-Adviser’s revenues were included in the calculation of
Guggenheim Investments’ profitability. Given its conclusion of the reasonableness of the advisory fee, the Committee concluded that
the sub-advisory fee rate for the Fund was reasonable.
Economies of Scale: The Committee recognized that,
because the Sub-Adviser’s fees are paid by the Adviser and not the Fund, the analysis of economies of scale was more appropriate
in the context of the Committee’s consideration of the Investment Advisory Agreement, which was separately considered. (See “Investment
Advisory Agreement – Economies of Scale” above.)
Overall Conclusions
The Committee concluded that the investment advisory fees are fair
and reasonable in light of the extent and quality of the services provided and other benefits received and that the continuation of each
Advisory Agreement is in the best interest of the Fund. In reaching this conclusion, no single factor was determinative or conclusive
and each Committee member, in the exercise of his or her well-informed business judgment, may afford different weights to different factors.
At the May Meeting, the Committee, constituting all of the Independent Trustees, recommended the renewal of each Advisory Agreement for
an additional annual term.
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DIVIDEND REINVESTMENT PLAN (Unaudited)
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Unless the registered owner of common shares elects to receive
cash by contacting Computershare Trust Company, N.A. (the “Plan Administrator”), all dividends declared on common shares of
the Fund will be automatically reinvested by the Plan Administrator for shareholders in the Fund’s Dividend Reinvestment Plan (the
“Plan”), in additional common shares of the Fund. Participation in the Plan is completely voluntary and may be terminated
or resumed at any time without penalty by notice if received and processed by the Plan Administrator prior to the dividend record date;
otherwise such termination or resumption will be effective with respect to any subsequently declared dividend or other distribution. Some
brokers may automatically elect to receive cash on your behalf and may re-invest that cash in additional common shares of the Fund for
you. If you wish for all dividends declared on your common shares of the Fund to be automatically reinvested pursuant to the Plan, please
contact your broker.
The Plan Administrator will open an account for each common shareholder
under the Plan in the same name in which such common shareholder’s common shares are registered. Whenever the Fund declares a dividend
or other distribution (together, a “Dividend”) payable in cash, nonparticipants in the Plan will receive cash and participants
in the Plan will receive the equivalent in common shares. The common shares will be acquired by the Plan Administrator for the participants’
accounts, depending upon the circumstances described below, either (i) through receipt of additional unissued but authorized common shares
from the Fund (“Newly Issued Common Shares”) or (ii) by purchase of outstanding common shares on the open market (“Open-Market
Purchases”) on the New York Stock Exchange or elsewhere. If, on the payment date for any Dividend, the closing market price plus
estimated brokerage commission per common share is equal to or greater than the net asset value per common share, the Plan Administrator
will invest the Dividend amount in Newly Issued Common Shares on behalf of the participants. The number of Newly Issued Common Shares
to be credited to each participant’s account will be determined by dividing the dollar amount of the Dividend by the net asset value
per common share on the payment date; provided that, if the net asset value is less than or equal to 95% of the closing market value on
the payment date, the dollar amount of the Dividend will be divided by 95% of the closing market price per common share on the payment
date. If, on the payment date for any Dividend, the net asset value per common share is greater than the closing market value plus estimated
brokerage commission, the Plan Administrator will invest the Dividend amount in common shares acquired on behalf of the participants in
Open-Market Purchases.
If, before the Plan Administrator 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 Administrator may exceed the net asset value of the common shares, resulting in the acquisition of fewer common shares
than if the Dividend had been paid in Newly Issued Common Shares on the Dividend payment date. Because of the foregoing difficulty with
respect to Open-Market Purchases, the Plan provides that if the Plan Administrator is unable to invest the full Dividend amount in Open-Market
Purchases during the purchase period or if the market discount shifts to a market premium during the purchase period, the Plan Administrator
may cease making Open-Market Purchases and may invest the uninvested portion of the Dividend amount in Newly Issued Common Shares at net
asset value per common share at the close of business on the Last Purchase Date provided that, if the net asset value is less than or
equal to 95% of the then current market price per common share; the dollar amount of the Dividend will be divided by 95% of the market
price on the payment date.
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The Plan Administrator maintains all shareholders’ accounts
in the Plan and furnishes written confirmation of all transactions in the accounts, including information needed by shareholders for tax
records. Common shares in the account of each Plan participant will be held by the Plan Administrator on behalf of the Plan participant,
and each shareholder proxy will include those shares purchased or received pursuant to the Plan. The Plan Administrator will forward all
proxy solicitation materials to participants and vote proxies for shares held under the Plan in accordance with the instruction of the
participants.
There will be no brokerage charges with respect to common shares
issued directly by the Fund. However, each participant will pay a pro rata share of brokerage commission incurred in connection with Open-Market
Purchases. The automatic reinvestment of Dividends will not relieve participants of any Federal, state or local income tax that may be
payable (or required to be withheld) on such Dividends.
The Fund reserves the right to amend or terminate the Plan. There
is no direct service charge to participants with regard to purchases in the Plan; however, the Fund reserves the right to amend the Plan
to include a service charge payable by the participants.
All correspondence or questions concerning the Plan should be directed
to the Plan Administrator, Computershare Trust Company, N.A., P.O. Box 30170 College Station, TX 77842-3170: Attention: Shareholder Services
Department, Phone Number: (866) 488-3559 or online at www.computershare.com/investor.
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CHANGES OCCURRING DURING THE PRIOR FISCAL YEAR
The following information in this annual report is a summary
of certain changes during the most recent fiscal year. This information may not reflect all of the changes that have occurred since you
purchased shares of the Fund.
The Board of Trustees of the Fund has approved the proposed merger
of the Fund with and into Guggenheim Strategic Opportunities Fund (the “Merger”) and the related Agreement and Plan of Merger
between the Fund and Guggenheim Strategic Opportunities Fund (“GOF”), subject to certain conditions, including approval of
the shareholders of the Fund.
Shareholders of the Fund would receive newly issued common shares
of GOF, the aggregate net asset value (not the market value) of which will equal the aggregate net asset value (not the market value)
of their common shares held immediately prior to the Merger.
It is also proposed that Guggenheim Enhanced Equity Income Fund
(“GPM”) merge with and into GOF. Approval of the Merger of GPM with and into GOF is not contingent upon approval of the Fund
into GOF, and approval of the Merger of the Fund with and into GOF is not contingent upon approval of GPM into GOF.
It is currently expected that the Merger will be completed in the
third or fourth quarter of 2021, subject to the receipt of required shareholder approvals and the satisfaction of applicable regulatory
requirements and other customary closing conditions. Additional information will be included in the proxy materials that are anticipated
to be mailed to shareholders around the third quarter of 2021. This information is not a solicitation of a proxy.
Recent Market Developments Risk
Periods of market volatility remain, and may continue to occur
in the future, in response to various political, social and economic 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 many securities remaining illiquid and of uncertain value. Such market conditions may adversely affect the
Fund, including by making valuation of some of the Fund’s securities uncertain and/or result in sudden and significant valuation
increases or declines in the Fund’s holdings. If there is a significant decline in the value of the Fund’s portfolio, this
may impact the asset coverage levels for the Fund’s outstanding leverage.
Risks resulting from any future debt or other economic crisis could
also have a detrimental impact on the global economic recovery, the financial condition of financial institutions and the Fund’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’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
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volatility, rising interest rates and/or unfavorable economic conditions
could impair the Fund’s ability to achieve its investment objective.
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 are responding
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’s investments and the performance of the Fund.
PRINCIPAL INVESTMENT OBJECTIVE
The Fund’s investment objective is to seek total return through
a combination of current income and capital appreciation. The Fund cannot assure investors that it will achieve its investment objective.
The Fund’s investment objective may be changed by the Fund’s Board of Trustees on 60 days’ prior written notice to shareholders.
PRINCIPAL INVESTMENT STRATEGIES
The Adviser will make investment selections based upon a rigorous
credit selection process and a relative value investment philosophy, which seeks to identify segments of the credit securities markets
as well as individual credit securities whose current prices or spreads are undervalued relative to the Adviser’s view of their
long-term values and/or historical norms. The Adviser analyzes segments of the credit securities markets based upon various factors, including
economic and market conditions and outlooks, securities valuations, investment opportunities, risk analysis, and credit market trends,
to identify securities that the Adviser believes are undervalued or trading below historical norms. The Adviser has the flexibility to
allocate the Fund’s assets across various asset classes within the credit securities market and may focus on particular countries,
regions, asset classes and sectors to the exclusion of others at any time and from time to time. The Fund’s investment policy is
predicated upon the belief that thorough and independent credit research combined with thoughtful credit allocation decisions are rewarded
with the potential to outperform applicable benchmarks for long-term investors.
PORTFOLIO COMPOSITION
Under normal market conditions, the Fund will invest at least 80%
of its net assets, plus the amount of any borrowings for investment purposes, in fixed-income securities, debt securities and loans and
investments with economic characteristics similar to fixed-income securities, debt securities and loans (collectively, “credit securities”).
Credit securities in which the Fund may invest consist of:
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loans (which may consist of senior secured floating rate loans (“Senior Loans”),
second lien secured floating rate loans (“Second Lien Loans”), subordinated secured loans (“Subordinated
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Secured
Loans”) and unsecured loans (“Unsecured Loans”), each with fixed and variable interest
rates) and loan participations and assignments (collectively, “Loans”);
-
asset-backed securities (“ABS”)
(all or a portion of which may consist of collateralized loan obligations
(“CLOs”));
-
mortgage-backed securities (“MBS”)
(both residential mortgage-backed securities (“RMBS”) and
commercial mortgage-backed securities (“CMBS”));
-
U.S. Government and agency securities;
-
mezzanine and preferred securities;
-
convertible securities;
-
commercial paper;
-
municipal securities; and
-
sovereign government and supranational debt securities.
The Fund will seek to achieve its investment objective by investing
in a portfolio of credit securities selected from a variety of sectors and credit qualities. The Fund’s investment portfolio may
consist of investments in the types of securities described herein. There is no guarantee the Fund will buy all of the types of securities
or use all of the investment techniques that are described herein.
The Fund may invest in credit securities rated below investment
grade, or, if unrated, determined to be of comparable quality. A security is considered below investment grade quality if it is rated
below investment grade (that is, below Baa3- by Moody’s Investors Service, Inc. (“Moody’s”) or below BBB-by Standard
& Poor’s Ratings Services (“S&P”) or Fitch Ratings (“Fitch”) or comparably ranked by another Nationally
Recognized Statistical Rating Organization (“NRSRO”)) or, if unrated, judged to be below investment grade quality by the Adviser.
Below investment grade quality securities (commonly referred to as “high yield” or “junk” bonds) involve special
risks as compared to securities of investment grade quality. Under normal market conditions, the Fund will not invest more than 25% of
its Managed Assets in credit securities that are, at the time of investment, rated Caa1 or below by Moody’s or CCC+ or below by
S&P or Fitch or, or that are unrated but determined by the Adviser to be of comparable quality. The foregoing credit quality policy
does not apply to investments in MBS and the Fund may invest in MBS without limitation as to credit quality. For purposes of applying
the Fund’s credit quality policies, in the case of securities with multiple ratings (i.e., a security receiving two or more different
ratings from two or more different NRSROs), the Fund will apply the highest of the applicable ratings.
The Fund may invest in credit securities of any duration or maturity
and is not required to maintain any particular maturity or duration for its portfolio as a whole. Duration is a measure of the price volatility
of a security as a result of changes in market rates of interest, based on the weighted average timing of a security’s expected
principal and interest payments. The longer a security’s duration, the more sensitive it will be to changes in interest rates. For
example, the price of a bond fund with an average duration of five years would be expected to fall approximately 5% if interest rates
rose by one percentage point. Under current market conditions, the Advisor intends to maintain a shorter leverage-adjusted average portfolio
duration of 1 to 4 years. However, the Adviser
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will dynamically adjust average portfolio duration based on market
conditions. The Adviser may seek to adjust the portfolio’s duration or maturity based on its assessment of current and projected
market conditions and all factors that the Adviser deems relevant. Any decisions as to the targeted duration or maturity of any particular
category of investments or of the Fund’s portfolio generally will be made based on all pertinent market factors at any given time.
The Fund may invest in senior, junior, secured and unsecured credit
securities including subordinated or mezzanine securities. Credit securities in which the Fund may invest may have fixed, floating or
variable interest rates, interest rates that change based on multiples of changes in a specified index of interest rates or interest rates
that change inversely to changes in interest rates, or may not bear interest.
The Fund may invest in credit securities of any types of issuers.
Credit securities in which the Fund may invest may be issued by domestic and non-U.S. corporations and other non-governmental or business
entities, operating in any industries or sectors; the U.S. Government, its agencies or instrumentalities and government sponsored entities;
states, territories and possessions of the United States, including the District of Columbia, and their political subdivisions, agencies
or instrumentalities; foreign governmental issuers; international agencies and supranational entities; and special purpose vehicles created
for the purpose of issuing structured, collateralized or asset-backed securities. The Fund may invest in publicly offered credit securities
and privately offered credit securities of both public and private issuers.
The Fund may invest without limitation in securities of non-U.S.
issuers, including issuers in emerging markets.
The Fund may invest without limitation in unregistered securities,
restricted securities and securities for which there is no readily available trading market or that are otherwise illiquid. Securities
within any of the types of credit securities in which the Fund may invest may be unregistered, restricted or illiquid. The Fund may invest
in privately issued securities of both public and private companies, which may be illiquid. Illiquid securities include securities legally
restricted as to resale, securities for which there is no readily available trading market or that are otherwise illiquid. The Fund may
acquire securities through private placements under which it may agree to contractual restrictions on the resale of such securities.
The Fund will not invest more than 5% of its Managed Assets in
interest-bearing investments that, at the time of purchase, are not current on their interest payment obligations.
As an alternative to holding investments directly, the Fund may
also obtain investment exposure to securities in which it may invest by investing up to 20% of its Managed Assets in Investment Funds.
The Fund may invest in open-end funds, closed-end funds and exchange-traded funds. For purposes of the Fund’s policy of investing
at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in credit securities (the “80% Policy”),
the Fund will include its investments in Investment Funds that have a policy of investing at least 80% of their net assets, plus the amount
of any borrowings for investment purposes, in one or more types of credit securities.
“Managed Assets” 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,
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including notes or commercial paper), the issuance of preferred
shares, the effective leverage of certain portfolio transactions such as reverse repurchase agreements, dollar rolls and inverse floating
rate securities, or any other form of financial leverage, minus liabilities, other than liabilities related to any financial leverage.
The Fund may, but is not required to, use various derivatives transactions
for hedging and risk management purposes, to facilitate portfolio management and to earn income or enhance total return. The use of derivatives
transactions to earn income or enhance total return may be particularly speculative. Derivatives are financial instruments the value of
which is derived from a reference instrument. The Fund may engage in a variety of derivatives transactions. The Fund may purchase and
sell exchange-listed and over-the-counter (“OTC”) put and call options, purchase and sell futures contracts and options thereon,
and enter into swap, cap, floor or collar transactions. The Fund may utilize derivatives that reference one or more securities, indices,
commodities, currencies or interest rates. In addition, the Fund may utilize new techniques, transactions, instruments or strategies that
are developed or permitted as regulatory changes occur. The Fund has not adopted a maximum percentage limit with respect to derivatives
transactions.
As an alternative to holding investments directly, the Fund may
also obtain investment exposure through derivatives transactions intended to replicate, modify or replace the economic attributes associated
with an investment in securities in which the Fund may invest directly. The Fund may be exposed to certain additional risks should the
Adviser use derivatives as a means to synthetically implement the Fund’s investment strategies. Such transactions may expose the
Fund to counterparty risk, lack of liquidity in such derivative instruments and additional expenses associated with using such derivative
instruments. To the extent that the Fund invests in synthetic investments with economic characteristics similar to credit securities,
the market (or fair) value of such investments will be counted as credit securities for purposes of the Fund’s 80% Policy.
The Fund may engage in certain investment transactions described
herein. The Fund may enter into forward commitments for the purchase or sale of securities. The Fund may enter into transactions on a
“when issued,” “to-be-announced” or “delayed delivery” basis, in excess of customary settlement periods
for the type of security involved. The Fund may lend portfolio securities to securities broker-dealers or financial institutions and enter
into short sales and repurchase agreements. The Fund may, without limitation, seek to obtain market exposure to the securities in which
it primarily invests by entering into a series of purchase and sale contracts or by using similar investment techniques (such as buy backs
or dollar rolls).
USE OF LEVERAGE
The Fund may employ leverage through (i) the issuance of senior
securities representing indebtedness, including through borrowing from financial institutions or issuance of debt securities, including
notes or commercial paper (collectively, “Indebtedness”), (ii) the issuance of preferred shares (“Preferred Shares”)
or (iii) engaging in reverse repurchase agreements, dollar rolls and economically similar transactions (collectively with Indebtedness
and Preferred Shares, “Financial Leverage”).
The Fund may utilize leverage up to the limits imposed by the Investment
Company Act of 1940 (the “1940 Act”). Under the 1940 Act the Fund may not incur Indebtedness if, immediately after incurring
such Indebtedness, the Fund would have asset coverage (as defined in the 1940 Act) of less than
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300% (i.e., for every dollar of Indebtedness 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). However, under current market conditions, the Fund currently
expects to utilize Financial Leverage through Indebtedness and/or reverse repurchase agreements, such that the aggregate amount of Financial
Leverage is not expected to exceed 33 1 / 3 % of the Fund’s Managed Assets (including the proceeds of such Financial Leverage) (or
50% of net assets). The Fund has entered a committed facility agreement with BNP Paribas Prime Brokerage International, Ltd. (“BNP
Paribas”) pursuant to which the Fund may borrow up to $70 million. As of May 31, 2021, the Fund had $7,250,000 in outstanding borrowings
under the committed facility agreement, $83,742,452 of reverse repurchase agreements outstanding, and a combined $90,992,452 in outstanding
reverse repurchase agreements and Borrowings under the committed facility agreement representing Financial Leverage of approximately 31%
of the Fund’s Managed Assets.
Although the use of Financial Leverage by the Fund may create an
opportunity for increased total return for the Common Shares, it also results in additional risks and can magnify the effect of any losses.
Financial Leverage involves risks and special considerations for shareholders, including the likelihood of greater volatility of net asset
value and market price of and dividends on the Common Share. To the extent the Fund increases its amount of Financial Leverage outstanding,
it will be more exposed to these risks. The cost of Financial Leverage, including the portion of the investment advisory fee attributable
to the assets purchased with the proceeds of Financial Leverage, is borne by Common Shareholders. To the extent the Fund increases its
amount of Financial Leverage outstanding, the Fund’s annual expenses as a percentage of net assets attributable to Common Shares
will increase.
With respect to 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 Securities and Exchange Commission (the “SEC”). As a result
of such segregation, the Fund’s obligations under such transactions will not be considered indebtedness for purposes of the 1940
Act and the Fund’s use of leverage through reverse repurchase agreements, dollar rolls and economically similar transactions will
not be limited by the 1940 Act. However, the Fund’s use of leverage through reverse repurchase agreements, dollar rolls and economically
similar transactions will be included when calculating the Fund’s Financial Leverage and therefore will be limited by the Fund’s
maximum overall Financial Leverage levels approved by the Board of Trustees and may be further limited by the availability of cash or
liquid securities to earmark or segregate in connection with such transactions.
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,
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. As a result of such segregation or cover, the Fund’s obligations under such 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’s Financial Leverage.
To the extent that the Fund’s obligations under
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such transactions are not so segregated or covered, such obligations
may be considered “senior securities representing indebtedness” under the 1940 Act and therefore subject to the 300% asset
coverage requirement described above and other requirements of the 1940 Act.
The Adviser anticipates that the use of Financial Leverage may
result in higher total return to the holders of Common Shares (“Common Shareholders”) over time; however, there can be no
assurance that the Adviser’s expectations will be realized or that a leveraging strategy will be successful in any particular time
period. Use of Financial Leverage creates an opportunity for increased income and capital appreciation but, at the same time, creates
special risks. The costs associated with the issuance of Financial Leverage will be borne by Common Shareholders, which will result in
a reduction of net asset value of the Common Shares. The fee paid to the Adviser will be calculated on the basis of the Fund’s Managed
Assets, including proceeds from Financial Leverage, so the fees paid to the 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. The maximum level of and types of Financial Leverage
used by the Fund will be approved by the Board of Trustees. There can be no assurance that a leveraging strategy will be utilized or,
if utilized, will be successful.
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’s asset
segregation and cover practices discussed herein. The final rule requires the Fund to trade derivatives and other transactions that create
future payment or delivery obligations (except reverse repurchase agreements and similar financing transactions) subject to value-at-risk
(“VaR”) leverage limits and derivatives risk management program and reporting requirements. Generally, these requirements
apply unless a fund satisfies a “limited derivatives users” 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’s asset coverage ratio as
discussed above 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’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 a 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 a Fund’s investments and cost of doing business, which could
adversely affect investors.
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TEMPORARY DEFENSIVE INVESTMENTS
During periods in which the Adviser believes that changes in economic,
financial or political conditions make it advisable to maintain a temporary defensive posture (a “temporary defensive period”),
or in order to keep the Fund’s cash fully invested, including the period during which the net proceeds of the offering of Common
Shares are being invested, 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 defensive period or be
able to sustain its historical distribution levels.
PRINCIPAL RISKS OF THE FUND
Investment in the Fund involves special risk considerations, which
are summarized below. The Fund is designed as a long-term investment and not as a trading vehicle. The Fund is not intended to be a complete
investment program. The Fund’s performance and the value of its investments will vary in response to changes in interest rates,
inflation and other market factors.
Not a Complete Investment Program
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 total return through a combination of current income
and capital appreciation. The Fund is not meant to provide a vehicle for those who wish to play short-term swings in the stock market.
Each Common Shareholder should take into account the Fund’s investment objective as well as the Common Shareholder’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.
Investment and Market Risk
An investment in Common Shares of the Fund is subject to investment
risk, particularly under current economic, financial, labor and health conditions, including the possible loss of the entire principal
amount that you invest. An investment in the Common Shares of the Fund represents an indirect investment in the securities owned by the
Fund. The value of, or income generated by, the investments held by the Fund are subject to the possibility of rapid and unpredictable
fluctuation. These movements may result from factors affecting individual companies, or from broader influences, including real or perceived
changes in prevailing interest rates, changes in inflation or expectations about inflation, investor confidence or economic, political,
social or financial market conditions, natural/environmental disasters, cyber attacks, terrorism, governmental or quasi-governmental actions,
public health emergencies (such as the spread of infectious diseases, pandemics and epidemics) and other similar events, that each of
which may be temporary or last for extended periods. For example, the risks of a borrower’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’s fixed-income instruments’ susceptibility to interest rate risk and diminish their yield
and performance. Moreover, the Fund’s investments in ABS are subject to many of the same
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risks that are applicable to investments in securities generally,
including interest rate risk, credit risk, foreign currency risk, below-investment grade securities risk, financial leverage risk, prepayment
and regulatory risk, which would be elevated under the foregoing circumstances.
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’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, 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 and Sub-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’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.
At any point in time, your Common Shares may be worth less than
your original investment, including the reinvestment of Fund dividends and distributions.
Management Risk
The Fund is subject to management risk because it has an actively
managed portfolio. The 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’s allocation of its investments across various segments
of the credit securities market and various countries, regions, asset classes and sectors may vary significantly over time based on the
Adviser’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’s portfolio, may vary over time. The Adviser employs an active approach to the Fund’s investment
allocation based upon a relative value philosophy, but there is no guarantee that such allocation will produce the desired results. It
is possible that the Fund will focus on an investment that performs poorly or underperforms other investments under various market conditions.
The flexibility of the Fund’s investment policies and the discretion granted to the Adviser to invest the Fund’s assets across
various segments, classes and geographic regions of the credit securities market and in credit securities with various maturities and
durations means that the Fund’s ability to achieve its investment objective may be more dependent on the success of its investment
adviser than other investment companies.
Income Risk
The income investors receive from the Fund is based in part on
the interest it earns from its investments in credit securities, which can vary widely over the short- and long-term. If prevailing market
interest rates drop, investors’ income from the Fund could drop as well. The Fund’s income
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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.
Credit Securities Risks
Credit securities are subject to certain risks:
Issuer
Risk. The
value of credit securities may decline for a number of reasons which directly relate to the issuer, such as management performance, financial
leverage, reduced demand for the issuer’s goods and services, historical and projected earnings, and the value of its assets.
Spread
Risk. 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.
Credit
Risk. 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’s income would
likely be reduced, and if an issuer fails to repay principal, the value of the instrument likely would fall and the Fund could lose money.
This risk is especially acute with respect to below investment grade debt instruments (commonly referred to as “high-yield”
or “junk” bonds) and unrated high risk debt instruments, whose issuers are particularly susceptible to fail to meet principal
or interest obligations under current conditions. Also, the issuer, guarantor or counterparty may suffer adverse changes in its financial
condition or be adversely affected by economic, political or social conditions that could lower the credit quality (or the market’s
perception of the credit quality) of the issuer or instrument, leading to greater volatility in the price of the instrument and in shares
of the Fund. Although credit quality may not accurately reflect the true credit risk of an instrument, a change in the credit quality
rating of an instrument or an issuer can have a rapid, adverse effect on the instrument’s liquidity and make it more difficult for
the Fund to sell at an advantageous price or time. The risk of the occurrence of these types of events is heightened under current conditions.
The degree of credit risk depends on the particular instrument
and the financial condition of the issuer, guarantor or counterparty, which are often reflected in its credit quality. Credit quality
is a measure of the issuer’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’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.
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Interest
Rate Risk. Fixed-income
and other debt instruments are subject to the possibility that interest rates could change (or are expected to change). Changes in interest
rates, including changes in reference rates used in fixed-income and other debt instruments (such as the London Interbank Offer Rate),
may adversely affect the Fund’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’s yield, income and performance.
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’s NAV will likely fluctuate in response to interest rate changes. Duration is a measure
used to determine the sensitivity of a security’s price to changes in interest rates that incorporates a security’s yield,
coupon, final maturity and call features, among other characteristics. For example, the NAV per share of a bond fund with an average duration
of eight years would be expected to fall approximately 8% if interest rates rose by one percentage point.
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’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.
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.
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 a Fund’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
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reinvest in lower-yielding securities, thereby reducing the Fund’s
yield or otherwise adversely impacting the Fund.
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’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.
The Fund’s use of leverage will tend to increase Common Share
interest rate risk. The Fund may utilize certain strategies, including taking positions in futures or interest rate swaps, for the purpose
of reducing the interest rate sensitivity of credit securities held by the Fund and decreasing the Fund’s exposure to interest rate
risk. The Fund is not required to hedge its exposure to interest rate risk and may choose not to do so. In addition, there is no assurance
that any attempts by the Fund to reduce interest rate risk will be successful or that any hedges that the Fund may establish will perfectly
correlate with movements in interest rates.
Current
Fixed-Income and Debt Market Conditions. 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 providing direct capital infusions into companies, creating
new monetary programs and lowering interest rates considerably. 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 negative. The current very low or negative
interest rates are magnifying the Trust’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 Trust investments.
Reinvestment
Risk. Reinvestment
risk is the risk that income from the Fund’s portfolio will decline if the Fund invests the proceeds from matured, traded or called
securities at market interest rates that are below the Fund portfolio’s current earnings rate. A decline in income could affect
the Common Shares’ market price or the overall return of the Fund.
Prepayment
Risk. 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 “call”) or otherwise pay
principal earlier than expected for a number of reasons (e.g., declining interest rates, changes in credit spreads and improvements in
the issuer’s credit quality). If an issuer calls or “prepays” 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’s yield. Income Securities
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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.
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.
Liquidity
Risk. The
Fund may invest without limitation in unregistered securities, restricted securities and securities for which there is no readily available
trading market or which are otherwise illiquid. Securities within any of the types of credit securities in which the Fund may invest may
be unregistered, restricted or illiquid. The Fund may not be able to readily dispose of illiquid securities and obligations at prices
that approximate those at which the Fund could sell such securities and obligations if they were more widely traded and, as a result of
such illiquidity, the Fund may have to sell other investments or engage in borrowing transactions if necessary to raise cash to meet its
obligations. In addition, market, credit and other events may affect the prices of securities with limited liquidity held by the Fund
to a greater extent than such events affect more liquid securities, thereby adversely affecting the Fund’s net asset value 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.
Valuation
Risk. Because
the secondary markets for certain investments may be limited, they may be difficult to value. Where market quotations are not readily
available, valuation may require more research than for more liquid investments. In addition, elements of judgment may play a greater
role in valuation in such cases than for investments with a more active secondary market because there is less reliable objective data
available. A security that is fair valued may be valued at a price higher or lower than the value determined by other funds using their
own fair valuation procedures. Prices obtained by the Fund upon the sale of such securities may not equal the value at which the Fund
carried the investment on its books, which would adversely affect the net asset value of the Fund.
Duration
and Maturity Risk. The
Fund has no set policy regarding portfolio maturity or duration of credit securities in which it may invest or of the Fund’s portfolio
generally. The Adviser may seek to adjust the portfolio’s duration or maturity based on its assessment of current and projected
market conditions and all factors that the Adviser deems relevant. Any decisions as to the targeted duration or maturity of any particular
category of investments or of the Fund’s portfolio generally will be made based on all pertinent market factors at any given time.
The Fund may incur costs in seeking to adjust the portfolio average duration or maturity. Holding long duration and long maturity investments
will expose the Fund to certain magnified risks. These risks include interest rate risk,
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credit risk and liquidity risks as discussed above. Generally speaking,
the longer the duration of the Fund’s portfolio, the more exposure the Fund will have to interest rate risk described above. There
can be no assurance that the Adviser’s assessment of current and projected market conditions will be correct or that any strategy
to adjust the portfolio’s duration or maturity will be successful at any given time.
Below-Investment Grade Securities Risk
The Fund may invest in securities rated below investment grade
(commonly referred to as “high-yield” or “junk” bonds) or, if unrated, determined by the Adviser to be of comparable
credit quality. Investment in securities of below investment grade quality involves substantial risk of loss, the risk of which is particularly
acute under current conditions. Securities of below investment grade quality are considered predominantly speculative with respect to
the issuer’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. 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 recession
than more creditworthy issuers, which may impair their ability to make interest and principal payments. 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 securities. 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’s ability to achieve its investment objectives will be more dependent
on the Adviser’s credit analysis than would be the case when the Fund invests in rated securities.
Successful investment in lower-medium and lower-rated debt securities
may involve greater investment risk and is highly dependent on the Adviser’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
bonds 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’s psychology. Adverse conditions could make it difficult
at times
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for the Fund to sell certain securities or could result in lower
prices than those used in calculating the Fund’s net asset value.
Corporate Bond Risk
The market value of a corporate bond may be affected by factors
directly related to the issuer, such as investors’ perceptions of the creditworthiness of the issuer, the issuer’s financial
performance, perceptions of the issuer in the market place, performance of management of the issuer, the issuer’s capital structure
and use of financial leverage and demand for the issuer’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. Corporate bonds of
below investment grade quality are often high risk and have speculative characteristics and may be particularly susceptible to adverse
issuer-specific developments.
Senior Loans Risk
The Fund may invest in Senior Loans made to corporations and other
non-governmental entities and issuers (a “Borrower”). 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 and/or stock
of the Borrower that is senior to that held by subordinated debt holders and stockholders of the Borrower. The Fund’s investments
in Senior Loans are generally rated below investment grade or unrated but believed by the Adviser to be of below investment grade quality
and are considered speculative because of the credit risk of their issuers. The risks associated with such Senior Loans are similar to
the risks of other lower grade securities, although Senior Loans are typically senior in payment priority and secured on a senior priority
basis in contrast to subordinated and unsecured securities. Senior Loans’ 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 securities, which may
have fixed interest rates.
Second Lien Loans Risk
The Fund may invest in Second Lien Loans. 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.
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Subordinated Secured Loans Risk
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.
Unsecured Loans Risk
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.
Loans and Loan Participations and Assignments Risk
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’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 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 Loan, which may result in the Fund being exposed to greater credit or fraud risk with respect
to the borrower or the Loan.
Lenders selling a participation and other persons interpositioned
between the lender and the Fund with respect to a participation will likely conduct their principal business activities in the banking,
finance and financial services industries. Because the Fund may invest in participations, the Fund may be more susceptible to economic,
political or regulatory occurrences affecting such industries. Unfunded commitments to purchase loan participations or assignments may
have the effect of
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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’s financial condition makes it unlikely that
such amounts will be repaid).
The Fund invests in or is exposed to loans and other similar debt
obligations that are sometimes referred to as “covenant-lite” loans or obligations, which are generally subject to more risk
than investments that contain traditional financial maintenance covenants and financial reporting requirements.
Mezzanine Investments Risk
The Fund may invest in certain lower grade securities known as
“Mezzanine Investments,” 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 generally
subject to similar risks associated with investment in Senior Loans, Second Lien Loans and other below investment grade securities. However,
Mezzanine Investments may rank lower in right of payment than any outstanding Senior Loans, Second Lien Loans and other debt instruments
with higher priority 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
and repayment of principal 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.
Preferred Stock Risk
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’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. Certain preferred stocks contain provisions that allow an issuer under certain conditions to skip
(in the case of “non-cumulative” preferred stocks) or defer (in the case of “cumulative” 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’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.
Convertible Securities Risk
The Fund may invest in convertible securities, which include bonds,
debentures, notes, preferred stocks, warrants and other securities that entitle the holder to acquire common stock or other equity securities
of the issuer. Convertible securities generally offer lower interest or dividend yields than
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non-convertible securities of similar quality. As with all credit
securities, the market values of convertible securities tend to decline as interest rates increase and, conversely, to increase as interest
rates decline. Convertible securities also tend to reflect the market price of the underlying stock in varying degrees, depending on the
relationship of such market price to the conversion price in the terms of the convertible security. Convertible securities rank senior
to common stock in an issuer’s capital structure and consequently entail less risk than the issuer’s common stock.
“Synthetic” convertible securities are selected based
on the similarity of their economic characteristics to those of a traditional convertible security due to the combination of separate
securities that possess the two principal characteristics of a traditional convertible security, i.e., an income-producing security (“income-producing
component”) and the right to acquire an equity security (“convertible component”). 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.
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.
Distressed and Defaulted Securities Risk
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’s judgment about the credit quality of the issuer and the relative value and liquidity of its securities
may prove to be wrong.
Structured Finance Investments Risk
The Fund’s structured finance investments may include residential
and commercial mortgage-related and other ABS issued by governmental entities and private issuers. While traditional fixed-income securities
typically pay a fixed rate of interest until maturity, when the entire principal amount is due, these investments represent an interest
in a pool of residential or commercial real estate or assets such as automobile loans, credit card receivables or student loans that have
been securitized and provide for monthly payments of interest and principal to the holder based from the cash flow of these assets. 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
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investments generally pay their share of the structured product’s
administrative and other expenses. Although it is difficult to 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 and economic events that affect issuers of securities and capital markets generally. If the issuer of a
structured product uses shorter term financing to purchase longer term securities, the issuer may be forced to sell its securities at
below market prices if it experiences difficulty in obtaining short-term financing, which may adversely affect the value of the structured
finance investment owned by the Fund.
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.
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.
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.
MBS Risks
MBS represent an interest in a pool of mortgages. MBS are subject
to certain risks: 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’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.
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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.
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’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’s principal investment to the extent
of premium paid.
MBS generally are classified as either CMBS or RMBS, each of which
are subject to certain specific risks.
CMBS Risks
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 residential single-family MBS. CMBS are subject
to particular risks. CMBS are subject to risks 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.
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 and other events that limit the activities of and
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demand for commercial retail and office spaces (such as the current
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.
RMBS Risks
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’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, health and labor conditions, notably, increased levels of unemployment, 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.
Sub-Prime Mortgage Market Risk
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 recently and may continue to increase, and
a decline in or flattening of housing values (as has recently been experienced and may continue to 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.
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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.
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.
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.
Stripped MBS Risk
Stripped MBS may be subject to additional risks. The yield to maturity
on an interest only class is extremely sensitive to the rate of principal payments (including prepayments) on the underlying mortgage
assets, and a rapid rate of principal payments may have a material adverse effect on the Fund’s yield to maturity from these securities.
Conversely, the principal only class securities tend to decline in value if prepayments are slower than anticipated.
CMO Risk
There are certain risks associated specifically with collateralized
mortgage obligations (“CMOs”). CMOs are debt obligations collateralized by mortgage loans or mortgage pass-through securities.
Under certain market conditions, such as those that occurred during the recent downturn in the mortgage markets, the weighted average
life of certain CMOs may not accurately reflect the price volatility of such securities. CMOs issued by private entities are not obligations
issued or guaranteed by the U.S. government, its agencies or instrumentalities and are not guaranteed by any government agency, although
the securities underlying a CMO may be subject to a guarantee. Therefore, if the collateral securing the CMO, as well as any third party
credit support or guarantees, is insufficient to make payments when due, the holder could sustain a loss. Inverse floating rate CMOs are
typically more volatile than fixed or floating rate tranches of CMOs. Many inverse floating rate CMOs have coupons that move inversely
to a multiple of an index. The effect of the coupon varying inversely to a multiple of an applicable index creates a leverage factor.
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ABS Risk
In addition to the general risks associated with credit securities
discussed herein, ABS are subject to additional risks. While traditional fixed-income securities typically pay a fixed rate of interest
until maturity, when the entire principal amount is due, an ABS represents an interest in a pool of assets, such as automobile loans,
credit card receivables, unsecured consumer loans or student loans, that has been securitized and provides for monthly payments of interest,
at a fixed or floating rate, and principal from the cash flow of these assets. This pool of assets (and any related assets of the issuing
entity) is the only source of payment for the ABS. The ability of an ABS issuer to make payments on the ABS, and the timing of such payments,
is therefore dependent on collections on these underlying assets. The recoveries on the underlying collateral may not, in some cases,
be sufficient to support payments on these securities, which may result in losses to investors in an ABS.
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’s yield to maturity on an ABS is uncertain
and may be reduced by the rate and speed of prepayments of the underlying assets, which may be influenced by a variety of economic, social
and other factors. Any prepayments, repurchases, purchases or liquidations of the underlying assets could shorten the average life of
the ABS to an extent that cannot be fully predicted. Some ABS may be structured to include a period of rapid amortization triggered by
events such as a significant rise in the default rate of the underlying collateral, a sharp drop in the credit enhancement level because
of credit losses on the underlying assets, a specified regulatory event or the bankruptcy of the originator. A rapid amortization event
will cause any revolving period to end earlier than expected and all collections on the underlying assets will be used to pay principal
to investors earlier than expected. In general, the senior most securities will be paid prior to any payments being made on the subordinated
securities, and if such payments are made earlier than expected, the Fund’s yield on such ABS may be negatively affected.
CLO, CDO and CBO Risk
The Fund may invest in collateralized debt obligations (“CDOs”),
collateralized bond obligations (“CBOs”) and collateralized loan obligations (“CLO”). 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.
In addition to the general risks associated with credit securities
discussed herein, CLOs, CDOs and CBOs are subject to additional risks. CLOs, CDOs and CBOs are subject to risks associated 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.
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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 investment manager 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 investment manager 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.
The value of securities issued by CLOs, CDOs and CBOs also may
change because of changes in market value; changes in the market’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.
Risks Associated with Structured Notes
Investments in structured notes involve risks associated with the
issuer of the note and the reference instrument. Where the Fund’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 factors 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.
Foreign Securities Risk
The Fund may invest without limitation in non-U.S. dollar-denominated
securities of foreign issuers. 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’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’s investments. Foreign companies are not generally subject to
uniform accounting, auditing and financial standards and
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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. 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. In addition, 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. These risks are heightened under the current conditions.
Emerging Markets Risk
The Fund may invest in securities the issuers of 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’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: (1) less social,
political and economic stability; (2) the small size of the markets for such securities, limited access to investments in the event of
market closures (including due to local holidays) and the low or nonexistent volume of trading, which result in a lack of liquidity, greater
price volatility, and higher risk of failed trades or other trading issues; (3) certain national policies that may restrict a Fund’s
investment opportunities, including restrictions on investment in issuers or industries deemed sensitive to national interests; (4) foreign
taxation; (5) inflation and rapid fluctuations in interest rates; (6) currency devaluations; (7) dependence on a few key trading partners;
and (8) the absence of developed structures governing private or foreign investment or allowing for judicial redress for investment losses
or injury to private property, which may limit legal rights and remedies available to a Fund and the ability of U.S. authorities (e.g.,
SEC and the U.S. Department of Justice) to bring actions against bad actors may be limited. 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.
The Sub-Adviser has broad discretion to identify countries that
it considers to qualify as “emerging markets.” 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.
Foreign Currency Risk
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’s
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investment performance may be negatively affected by a devaluation
of a currency in which the Fund’s investments are denominated or quoted. Further, the Fund’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.
Financial Leverage Risk
The Fund currently intends to employ Financial Leverage through
the issuance of Indebtedness and/or the use of reverse repurchase agreements. The Adviser anticipates that the use of Financial Leverage
may result in higher income to Common Shareholders over time; however, there can be no assurance that the Adviser’s expectations
will be realized or that a leveraging strategy will be successful in any particular time period. Use of Financial Leverage creates an
opportunity for increased income and capital appreciation but, at the same time, creates special risks. Leverage is a speculative technique
that exposes the Fund to greater risk and increased costs than if it were not implemented. There can be no assurance that a leveraging
strategy will be utilized or will be successful.
The use of leverage by the Fund will cause the net asset value,
and possibly the market price, of the Fund’s Common Shares to fluctuate significantly in response to changes in interest rates and
other economic indicators. As a result, the net asset value and market price and dividend rate of the Common Shares of the Fund is likely
to be more volatile than those of a closed-end management investment company that is not exposed to leverage. In a declining market, the
use of leverage may result in a greater decline in the net asset value of the Common Shares than if the Fund were not leveraged.
Financial leverage will increase operating costs, which may reduce
total return. The Fund will have to pay interest on its Indebtedness, if any, which may reduce the Fund’s return. This interest
expense may be greater than the Fund’s return on the underlying investment. Increases in interest rates that the Fund must pay on
its Indebtedness will increase the cost of leverage and may reduce the return to Common Shareholders. This risk may be greater in the
current market environment because interest rates are near historically low levels.
Certain types of Indebtedness subject the Fund to covenants in
credit agreements relating to asset coverage and portfolio composition requirements. Certain Indebtedness issued by the Fund also may
subject the Fund to certain restrictions on investments imposed by guidelines of one or more NRSROs, 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’s portfolio
in accordance with the Fund’s investment objective and policies.
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 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. Dollar roll transactions involve the risk that the market value of the securities the Fund is required to purchase
may decline below the agreed upon repurchase price of those
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securities. Successful use of dollar rolls may depend upon the
Adviser’s ability to correctly predict interest rates and prepayments. There is no assurance that dollar rolls can be successfully
employed. In connection with reverse repurchase agreements and dollar rolls, the Fund will also be subject to counterparty risk with respect
to the purchaser of the securities. If the broker/dealer to whom the Fund sells securities becomes insolvent, the Fund’s right to
purchase or repurchase securities may be restricted.
During the time in which the Fund is utilizing Financial Leverage,
the amount of the fees paid to the 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’s Managed Assets, including proceeds of Financial Leverage.
This may create a conflict of interest between the Adviser, on the one hand, and the Common Shareholders, on the other hand. Common Shareholders
bear the portion of the investment advisory fee attributable to the assets purchased with the proceeds of Financial Leverage, which means
that Common Shareholders effectively bear the entire advisory fee. In order to manage this conflict of interest, the Board of Trustees
will receive regular reports from the Adviser regarding the Fund’s use of Financial Leverage and the effect of Financial Leverage
on the management of the Fund’s portfolio and the performance of the Fund.
In addition, the Fund may engage in certain derivatives transactions
that have economic characteristics similar to leverage. To the extent the terms of any such transaction obligate the Fund to make payments,
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 transaction or otherwise cover such transaction in accordance with applicable interpretations
of the staff of the SEC. To the extent the terms of any such transaction obligate the Fund to deliver particular securities to extinguish
the Fund’s obligations under such transactions, the Fund may “cover” its obligations under such transaction 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). Securities so segregated or designated as “cover” will be unavailable for sale by the 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.
The Fund may have Financial Leverage outstanding during a shorter-term
period during which such Financial Leverage may not be beneficial to the Fund if the Fund believes that the long-term benefits to Common
Shareholders of such Financial Leverage would outweigh the costs and portfolio disruptions associated with redeeming and reissuing such
Financial Leverage. However, there can be no assurance that the Fund’s judgment in weighing such costs and benefits will be correct.
The Fund’s total Financial Leverage may vary significantly
over time. To the extent the Fund increases its amount of Financial Leverage outstanding, it will be more exposed to these risks. The
Fund may also be exposed to the risks associated with Financial Leverage through its investments in Investment Funds.
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Debt Instruments Risk
The value of the Fund’s investments in debt instruments depends
on the continuing ability of the debt issuers to meet their obligations for the payment of interest and principal when due. The ability
of debt issuers to make timely payments of interest and principal can be affected by a variety of developments and changes in legal, political,
economic and other conditions. For example, litigation, legislation or other political events, local business or economic conditions or
the bankruptcy of an issuer could have a significant effect on the ability of the issuer to make timely payments of principal and/or interest.
Investments in debt instruments present certain risks, including
credit, interest rate, liquidity and prepayment risks.
The value of a debt instrument may decline for many reasons that
directly relate to the issuer, such as a change in the demand for the issuer’s goods or services, or a decline in the issuer’s
performance, earnings or assets. In addition, changes in the financial condition of an individual issuer can affect the overall market
for such instruments.
Common Equity Securities Risk/Equity Securities Risk
Common equity securities prices fluctuate for a number of reasons,
including changes in investors’ 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 are also sensitive
to general movements in the stock market, so a drop in the stock market may depress the prices of common equity securities to which the
Fund has exposure. While broad market measures of common equity securities have historically generated higher average returns than debt
securities, common equity securities have also experienced significantly more volatility in those returns. Equity securities are currently
experiencing heightened volatility and therefore, the Fund’s investments in equity securities are subject to heightened risks related
to volatility. Common equity securities in which the Fund may invest are structurally subordinated to preferred stock, bonds and other
debt instruments in a company’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’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.
Mid-Cap and Small-Cap Company Risk
Investing in the securities of medium-sized or small market capitalizations
(“mid-cap” and “small-cap” companies, respectively) presents some particular investment risks. Mid-cap and small-cap
companies may experience much more price volatility, greater spreads between their bid and ask prices and significantly lower trading
volumes than securities issued by large, more established companies. In addition, it may be difficult for the Fund to sell mid-cap or
small-cap company securities at a desired time or price. Mid-cap and small-cap companies tend to have inexperienced management as well
as limited product and market diversification and financial resources. Mid-cap and small-cap companies have more speculative prospects
for future growth, sustained earnings and market share than large companies, and may be more vulnerable to adverse economic, market or
industry developments than large capitalization companies.
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Options Risk
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.
The Fund may purchase and write call options on futures, individual
securities, securities indices, currencies, 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. A call option is “covered”
if the Fund owns the security underlying the call or has an absolute right to acquire the security 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’s custodian or earmarked on the Fund’s books and records). As a seller of covered call options, the Fund faces
the risk that it will forgo the opportunity to profit from increases in the market value of the security covering the call option during
an option’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. A call option is “uncovered” if the Fund does not own the instrument underlying
the call and does not have an absolute right to acquire the security without additional cash consideration.
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 at the exercise price.
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 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’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’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.
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The Fund may purchase and write covered put options. A put option
is “covered” if the fund segregates cash or cash equivalents in an amount equal to the exercise price with the Fund’s
custodian. As a seller of covered put options, the Fund bears the risk of loss if the value of the underlying 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 instrument
underlying the put option at a price greater than the market price of the instrument at the time of exercise plus the put premium the
Fund received when it wrote the option. The Fund’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.
Sovereign Debt Risk
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’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’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.
Real Estate Risk
To the extent that the Fund invests in real estate related investments,
including real estate investment trusts (“REITs”), mortgage related securities, such as MBS, or real-estate linked derivative
instruments, it will be subject to the risks associated with owning real estate and with the real estate industry generally. Real estate
related investments may be subject to difficulties in valuing and disposing of real estate, the possibility of declines in the value of
real estate, risks related to general and local economic conditions, the possibility of adverse changes in the climate for real estate,
environmental liability risks, the risk of increases in property taxes and operating expenses, possible adverse changes in zoning laws,
the risk of casualty or condemnation losses, limitations on rents, the possibility of adverse changes in interest rates and in the credit
markets and the possibility of borrowers paying off mortgages sooner than expected, which may lead to reinvestment of assets at lower
prevailing interest rates. To the extent that the Fund invests in REITs, it will also be subject to the risk that a REIT may default on
its obligations or go bankrupt. By investing in REITs indirectly through the Fund, a shareholder will bear not only his or her proportionate
share of the expenses of the Fund, but also, indirectly, similar expenses of the REITs. The Fund’s investments in REITs could cause
the Fund to recognize income in excess of cash received from those securities and, as a result, the Fund may be required to sell portfolio
securities, including when it is not advantageous to do so, in order to make distributions. In addition, mortgage REITs must satisfy highly
technical and complex requirements in order to qualify for the favorable tax treatment accorded to REITs under the Internal Revenue Code
of 1986, as amended (the “Code”), and to maintain their exemption from the 1940 Act. No assurances can be given that a mortgage
REIT in which the Fund invests will be able to
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continue to qualify as a REIT or that complying with the REIT requirements
under the Code will not adversely affect such REIT’s ability to execute its business plan.
Inflation/Deflation Risk
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’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’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—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’s
portfolio.
Private Securities Risk
The Fund may invest in privately issued securities of both public
and private companies (“private securities”). 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 Adviser’s ability to obtain and evaluate applicable information concerning
such companies’ 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. 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.
Investment Funds Risk
As an alternative to holding investments directly, the Fund may
also obtain investment exposure to credit securities and common equity securities by investing up to 20% of its Managed Assets in Investments
Funds. These investments include open-end funds, closed-end funds, exchange-traded funds and business development companies as well as
other pooled investment vehicles. Investments in Investment Funds present certain special considerations and risks not present in making
direct investments in securities in which the Fund may invest. 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’s investment in another Investment Fund are borne indirectly by Common Shareholders. Accordingly,
investment in such entities involves expense and fee layering. To the extent management fees of Investment Funds are based on total gross
assets, it may create an
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incentive for such entities’ managers to employ financial
leverage, thereby adding additional expense and increasing volatility and risk (including the Fund’s overall exposure to financial
leverage risk). A performance-based fee arrangement may create incentives for an adviser or manager to take greater investment risks in
the hope of earning a higher profit participation. Investments in Investment Funds frequently expose the Fund to an additional layer of
financial leverage.
Synthetic Investments Risk
The Fund may be exposed to certain additional risks to the extent
the Adviser uses derivatives as a means to synthetically implement the Fund’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’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’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.
Derivatives Transactions Risk
The Fund may engage in various derivatives transactions for hedging
and risk management purposes, to facilitate portfolio management and to earn income or enhance total return. The use of derivatives transactions
to earn income or enhance total return may be particularly speculative. Derivatives transactions involve risks. There may be imperfect
correlation between the value of derivative instruments and the underlying assets. Derivatives transactions may be subject to risks associated
with the possible default of the other party to the transaction. Derivative instruments may be illiquid. Certain derivatives transactions
may have economic characteristics similar to leverage, in that relatively small market movements may result in large changes in the value
of an investment. Certain derivatives transactions that involve leverage can result in losses that greatly exceed the amount originally
invested. Furthermore, the Fund’s ability to successfully use derivatives transactions depends on the Adviser’s ability to
predict pertinent securities prices, interest rates, currency exchange rates and other economic factors, which cannot be assured. Derivatives
transactions utilizing instruments denominated in foreign currencies will expose the Fund to foreign currency risk. To the extent the
Fund enters into derivatives transactions to hedge exposure to foreign currencies, such transactions may not be successful and may eliminate
any chance for the Fund to benefit from favorable fluctuations in relevant foreign currencies.
The use of derivatives transactions may result in losses greater
than if they had not been used, may require the Fund to sell or purchase 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. Derivatives transactions involve risks of mispricing or improper valuation. The documentation governing
a derivative instrument or transaction may be unfavorable or ambiguous. Derivatives transactions may involve commissions
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and other costs, which may increase the Fund’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, the Fund may be required to segregate liquid assets or otherwise cover such transactions. 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. Segregating assets and covering positions will not limit or offset losses on related positions.
Swap Risk
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. If the Adviser is incorrect in its forecasts of market values, interest rates or currency
exchange rates, the investment performance of the Fund may be less favorable than it would have been if these investment techniques were
not used. Such transactions are subject to market risk, risk of default by the other party to the transaction and risk of imperfect correlation
between the value of such instruments and the underlying assets and may involve commissions or other costs. Swaps generally do not involve
the delivery of securities, other underlying assets or principal. Accordingly, the risk of loss with respect to swaps generally is limited
to the net amount of payments that the Fund is contractually obligated to make, or in the case of the other party to a swap defaulting,
the net amount of payments that the Fund is contractually entitled to receive. Swaps may effectively add leverage to the Fund’s
portfolio because the Fund would be subject to investment exposure on the full notional amount of the swap.
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’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.
The swap market has become more standardized in recent years with
a large number of banks and investment banking firms acting both as principals and as agents utilizing standardized swap documentation.
As a result, some swaps have become relatively liquid. Although the swap market has become liquid, certain types of derivatives products,
such as caps, floors and collars may be less liquid than swaps in general. Swaps are subject to new federal legislation implemented through
rulemaking by the SEC and the Commodity Futures Trading Commission (“CFTC”). Further regulatory developments in the swap market
may adversely impact the swap market generally or the Fund’s ability to use swaps.
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Counterparty Risk
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 otherwise becomes unable or unwilling
to perform, the risk of which is particularly acute under current conditions) 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’ other trading partners or borrowers.
Event-Linked Securities Risk
Event-linked securities (“ELS”) 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 ELS are exposed to the risks from high-severity,
low-probability events such as that posed by major earthquakes or hurricanes. A typical ELS 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. No active trading market may exist for certain ELS, which may impair the ability of the Fund to realize full value
in the event of the need to liquidate such assets.
Inflation-Indexed Securities Risk
Inflation-indexed debt securities are subject to the effects of
changes in market interest rates caused by factors other than inflation, such as real interest rates. In general, the value of an inflation-indexed
security, including Treasury Inflation-Protected Securities (“TIPS”), tends to decrease when real interest rates increase
and can increase when real interest rates decrease. Thus generally, during periods of rising inflation, the value of inflation-indexed
securities will tend to increase and, during periods of deflation, their value will tend to decrease. Interest payments on inflation-indexed
securities are unpredictable and will fluctuate as the principal and interest are adjusted for inflation. There can be no assurance that
the inflation index used (i.e., the Consumer Price Index for All Urban Consumers (“CPI”)) will accurately measure the real
rate of inflation in the prices of goods and services. Increases in the principal value of TIPS due to inflation are considered taxable
ordinary income for the amount of the increase in the calendar year. Any increase in the principal amount of an inflation-indexed debt
security will be considered taxable ordinary income, even though the Fund will not receive the principal until maturity. In order to receive
the special treatment accorded to “regulated investment companies” (“RICs”) and their shareholders under the Code
and to avoid U.S. federal income and/or excise taxes at the Fund level, the Fund may be required to distribute this income to shareholders
in the tax year in which the income is recognized (without a corresponding receipt of cash). Therefore, the Fund may be required to pay
out as an income distribution in any
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such tax year an amount greater than the total amount of cash income
the Fund actually received, and to sell portfolio securities, including at potentially disadvantageous times or prices, to obtain cash
needed for these income distributions.
Municipal Securities Risk
The amount of public information available about municipal securities
is generally less than that for corporate equities or bonds, and the investment performance of the Fund’s municipal securities investments
may therefore be more dependent on the analytical abilities of the Adviser. The secondary market for municipal securities, particularly
below investment grade municipal securities, also tends to be less well-developed or liquid than many other securities markets, which
may adversely affect the Fund’s ability to sell such securities at prices approximating those at which the Fund may currently value
them. In addition, many state and municipal governments that issue securities are under significant economic and financial stress and
may not be able to satisfy their obligations. The ability of municipal issuers to make timely payments of interest and principal may be
diminished during general economic downturns and as governmental cost burdens are reallocated among federal, state and local governments.
Issuers of municipal securities might seek protection under bankruptcy laws. In the event of bankruptcy of such an issuer, holders of
municipal securities could experience delays in collecting principal and interest and such holders may not be able to collect all principal
and interest to which they are entitled. Legislative developments may result in changes to the laws relating to municipal bankruptcies,
which may adversely affect the Fund’s investments in municipal securities. The Fund may invest in taxable municipal securities,
which consist primarily of Build America Bonds (“BABs”). The issuance of BABs was discontinued on December 31, 2010. Under
the sequestration process under the Budget Control Act of 2011, automatic spending cuts that became effective on March 1, 2013 reduced
the federal subsidy for BABs.
UK Departure from EU (“Brexit”) Risk
On January 31, 2020, the United Kingdom officially withdrew from
the European Union (“EU”) 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’s and the United Kingdom’s relationship following the end of the transition period, the
EU-UK Trade and Cooperation Agreement (the “TCA”). Notwithstanding the TCA, there is likely to be considerable uncertainty
as to the UK’s post-transition framework, and in particular as to the arrangements which will apply to the UK’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.
In addition to the effects on the Fund’s investments in European
issuers, the unavoidable uncertainties and events related to Brexit could negatively affect the value and liquidity of the Fund’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
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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’s business, results of operations and financial condition.
Redenomination Risk
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 (“EMU”), or even the collapse of
the euro as a common currency, has created significant volatility in currency and financial markets generally. The effects of the collapse
of the euro, or of the exit of one or more countries from the EMU, on the U.S. and global economies and securities markets are impossible
to predict and any such events could have a significant adverse impact on the value and risk profile of the Fund’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’s portfolio investments. If one or more EMU countries were to stop using the euro as its primary currency, the Fund’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.
U.S. Government Securities Risk
Different types of U.S. government securities have different relative
levels of credit risk depending on the nature of the particular government support for that security. U.S. government securities may be
supported by: (i) the full faith and credit of the United States government; (ii) the ability of the issuer to borrow from the U.S. Treasury;
(iii) the credit of the issuing agency, instrumentality or government-sponsored entity (“GSE”); (iv) pools of assets (e.g.,
mortgage-backed securities); or (v) the United States in some other way. The U.S. government and its agencies and instrumentalities do
not guarantee the market value of their securities, which may fluctuate in value and are subject to investment risks, and certain U.S.
government securities may not be backed by the full faith and credit of the United States government. Any downgrades of the U.S. credit
rating could increase volatility in both stock and bond markets, result in higher interest rates and higher Treasury yields and increase
the costs of 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
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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.
Legislation and Regulation Risk
At any time after the date hereof, U.S. and non-U.S. governmental
agencies and other regulators may implement additional regulations and legislators may pass new laws that affect the investments held
by the Fund, the strategies used by the Fund or the level of regulation or taxation applying to the Fund (such as regulations related
to investments in derivatives and other transactions). These regulations and laws impact the investment strategies, performance, costs
and operations of the Fund, as well as the way investments in, and shareholders of, the Fund are taxed.
LIBOR Risk
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 “London Interbank
Offered Rate” or “LIBOR”), 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’s performance.
On July 27, 2017, the Chief Executive of the Financial Conduct
Authority (“FCA”), the United Kingdom’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 LIBORs 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.
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
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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’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 (“SOFR”), 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.
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 state law, which may create uncertainty to the extent a
party has sought to rely on the New York statute to select a replacement benchmark rate.
These developments could negatively affect financial markets in
general and present heightened risks, including with respect to the Fund’s investments. As a result of this uncertainty and developments
relating to the transition process, the Fund and its investments may be adversely affected.
Recent Market Developments Risk
Periods of market volatility remain, and may continue to occur
in the future, in response to various political, social and economic 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 many securities remaining illiquid and of uncertain value. Such market conditions may adversely affect the
Fund, including by making valuation of some of the Fund’s securities uncertain and/or result in sudden and significant
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valuation increases or declines in the Fund’s holdings. If
there is a significant decline in the value of the Fund’s portfolio, this may impact the asset coverage levels for the Fund’s
outstanding leverage.
Risks resulting from any future debt or other economic crisis could
also have a detrimental impact on the global economic recovery, the financial condition of financial institutions and the Fund’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’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’s ability to achieve its investment objective.
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 are responding
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’s investments and the performance of the Fund.
Increasing Government and other Public Debt Risk
Government and other public debt, including municipal obligations
in which the Fund invests, 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’s funding needs, which may increase borrowing costs and cause a government or public or municipal
entity to issue additional debt, thereby increasing the risk of refinancing. A high debt level also raises concerns that the issuer may
be unable or unwilling to repay the principal or interest on its debt, which may adversely impact instruments held by the Fund that rely
on such payments. Extraordinary governmental and quasigovernmental responses to the current economic, market, labor and public health
conditions are significantly increasing government and other public debt, which heighten these risks and the long term consequences of
these actions are not known. Unsustainable debt levels can decline the valuation of currencies, and can prevent a government from implementing
effective counter-cyclical fiscal policy during economic downturns or can lead to increases in inflation or generate or contribute to
an economic downturn.
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Market Disruption and Geopolitical Risk
The Fund does not know and cannot predict how long securities markets
may be affected by geopolitical events and the effects of these 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, health, labor
and other global market developments and disruptions.
Market Discount Risk
Shares of closed-end management investment companies frequently
trade at a discount from their net asset value, which is a risk separate and distinct from the risk that the Fund’s net asset value
could decrease as a result of its investment activities.
Although the value of the Fund’s net assets is generally
considered by market participants in determining whether to purchase or sell Common Shares, whether investors will realize gains or losses
upon the sale of Common Shares will depend entirely upon whether the market price of Common Shares at the time of sale is above or below
the investor’s purchase price for Common Shares.
The Fund’s net asset value will be reduced immediately following
an offering of the Common Shares due to the costs of such offering, which will be borne entirely by the Fund. The sale of Common Shares
by the Fund (or the perception that such sales may occur) may have an adverse effect on prices of Common Shares in the secondary market.
An increase in the number of Common Shares available may put downward pressure on the market price for Common Shares. The Fund may, from
time to time, seek the consent of Common Shareholders to permit the issuance and sale by the Fund of Common Shares at a price below the
Fund’s then current net asset value, subject to certain conditions, and such sales of Common Shares at price below net asset value,
if any, may increase downward pressure on the market price for Common Shares. These sales, if any, also might make it more difficult for
the Fund to sell additional Common Shares in the future at a time and price it deems appropriate.
Whether 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’s net
asset value. Because the market price of Common Shares will be determined by factors such as net asset value, dividend and distribution
levels (which are dependent, in part, on expenses), supply of and demand for Common Shares, stability of dividends or distributions, trading
volume of Common Shares, general market and economic conditions and other factors beyond the control of the Fund, the Fund cannot predict
whether Common Shares will
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trade at, below or above net asset value or at, below or above
the public offering price for the Common Shares. Common Shares of the Fund are designed primarily for long-term investors; investors in
Common Shares should not view the Fund as a vehicle for trading purposes.
Dilution Risk
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’s per Common Share distribution may decrease and the Fund may not participate in market advances to the same extent as
if such proceeds were fully invested as planned. If the Fund sells Common Shares at a price below net asset value pursuant to the consent
of Common Shareholders, shareholders will experience a dilution of the aggregate net asset value per Common Share because the sale price
will be less than the Fund’s then-current net asset value per Common Share. Similarly, were the expenses of the offering to exceed
the amount by which the sale price exceeded the Fund’s then current net asset value per Common Share, shareholders would experience
a dilution of the aggregate net asset value per Common Share. This dilution will be experienced by all shareholders, irrespective of whether
they purchase Common Shares in any such offering.
Portfolio Turnover Risk
The Fund’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.
When-Issued and Delayed Delivery Transactions Risk
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.
Short Sales Risk
The Fund may make short sales of securities. A short sale is a
transaction in which the Fund sells a security it does not own. 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’s gain is limited to the price at which
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it sold the security short, its potential loss is theoretically
unlimited. 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.
Repurchase Agreement Risk
A repurchase agreement exposes the Fund to the risk that the party
that sells the security may default on its obligation to repurchase it. The Fund may lose money because it cannot sell the security at
the agreed-upon time and price or the security loses value before it can be sold.
Securities Lending Risk
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’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.
Risk of Failure to Qualify as a RIC
To qualify for the favorable U.S. federal income tax treatment
generally accorded to RICs, the Fund must, among other things, derive in each taxable year at least 90% of its gross income from certain
prescribed sources, meet certain asset diversification tests and distribute for each taxable year at least 90% of its “investment
company taxable income” (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’s current and accumulated earnings and profits.
Conflicts of Interest Risk
Guggenheim is a global asset management and investment advisory
organization. Guggenheim 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 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. As a result, activities and dealings of Guggenheim and its affiliates may affect the Fund in ways that may disadvantage or restrict
the Fund or be deemed to benefit Guggenheim and its affiliates. From time to time, conflicts of interest may arise between a portfolio
manager’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, “other accounts”) on the other. The other accounts might
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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 “Advisers Act”) and the requirements of
the 1940 Act, the Adviser may have to allocate a limited investment opportunity among its clients. The other accounts might also have
different investment objectives or strategies than the Fund.
In addition, the Fund may be limited in its ability to invest in,
or hold securities of, any companies that the Adviser or its affiliates (or other accounts managed by the Adviser or its affiliates) control,
or companies in which the Adviser or its affiliates have interests or with whom they do business. For example, affiliates of the Adviser
may act as underwriter, lead agent or administrative agent for loans or otherwise participate in the market for loans. Because of limitations
imposed by applicable law, the presence of the Adviser’s affiliates in the markets for loans may restrict the Fund’s ability
to acquire some loans or affect the timing or price of such acquisitions. To address these conflicts, the Fund and Guggenheim 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.
Technology Risk
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.
Cyber Security Risk
As in other parts of the economy, the Fund and its service providers,
as well as exchanges and market participants through or with which the Fund trades and other infrastructures and services on which the
Fund or its service providers rely, are susceptible to ongoing risks related to cyber incidents and the risks associated with financial,
economic, public health, labor and other global market developments and disruptions. Cyber incidents, which can be perpetrated by a variety
of means, may result in actual or potential adverse consequences for critical information and communications technology, systems and networks
that are vital to the operations of the Fund or its service providers. A cyber incident or sudden market disruption could adversely impact
the Fund, its service providers or its shareholders by, among other things, interfering with the processing of shareholder transactions
or other operational functionality, impacting the Fund’s ability to calculate its NAV or other data, causing the release of private
or confidential information, impeding trading, causing reputational damage, and subjecting the Fund to fines, penalties or financial losses
or otherwise adversely affecting the operations, systems and activities of the Fund, its service providers and market intermediaries.
These types of adverse consequences could also result from other operational disruptions or failures arising from, for example, processing
errors, human errors, and other technological issues. In each case, the Fund’s ability to calculate its NAV correctly, in a timely
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manner or process trades or Fund or shareholder transactions may
be adversely affected, including over a potentially extended period. The Fund and its service providers may directly bear these risks
and related costs. The Fund and its service providers are continuing to experience the impacts of quarantines and similar measures being
enacted by governments in response to COVID-19, which have obstructed the regular functioning of business workforces (including requiring
employees to work from external locations and their homes). Accordingly, the risks described above are heightened under current conditions.
ANTI-TAKEOVER PROVISONS
The Fund’s Certificate of Trust, as amended, the Fund’s
Agreement and Declaration of Trust and the Fund’s By-Laws 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.
EFFECTS OF LEVERAGE
Assuming that the Fund’s total Financial Leverage represented
approximately 31% of the Fund’s Managed Assets (based on the Fund’s outstanding Financial Leverage of $90,992,452 and interest
costs to the Fund at a combined average annual rate of 0.64% (based on the Fund’s average annual leverage costs for the fiscal year
ended May 31, 2021 with respect to such Financial Leverage, then the incremental income generated by the Fund’s portfolio (net of
estimated expenses including expenses related to the Financial Leverage) must exceed approximately 0.20% to cover such interest specifically
related to the debt. These numbers are merely estimates used for illustration. Actual interest rates may vary frequently and may be significantly
higher or lower than the rate estimated above.
The following table is furnished pursuant to requirements of the
SEC. It is designed to illustrate the effect of leverage on Common Share total return, assuming investment portfolio total returns (comprised
of income, net expenses and changes in the value of investments held in the Fund’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’s investment portfolio
returns will be. The table further reflects the issuance of Financial Leverage representing approximately 31% of the Fund’s Managed
Assets. The table does not reflect any offering costs of Common Shares or Borrowings.
Assumed portfolio total return (net of expenses)
|
(10.00%)
|
(5.00%)
|
0.00%
|
5.00%
|
10.00%
|
Common Share total return
|
(14.89%)
|
(7.59%)
|
(0.29%)
|
7.00%
|
14.30%
|
Common Share total return is composed of two elements—the
Common Share dividends paid by the Fund (the amount of which is largely determined by the Fund’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 Securities and Exchange Commission 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’s portfolio and not the performance of the Fund’s
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Common Shares, the value of which will be determined by market
and other factors.
During the time in which the Fund is utilizing Financial Leverage,
the amount of the fees paid to the 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’s Managed Assets which may create a conflict
of interest between the 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’s Common Shareholders will bear the cost of the Fund’s fees and expenses. The
Fund generally will not use Financial Leverage if the Adviser and the Sub-Adviser anticipate that such use would result in a lower return
to Common Shareholders for any significant amount of time.
INTEREST RATE TRANSACTIONS
In connection with the Fund’s anticipated use of Financial
Leverage, the Fund may enter into interest rate swap or cap transactions. Interest rate swaps involve the Fund’s agreement with
the swap counterparty to pay a fixed-rate payment in exchange for the counterparty’s paying the Fund a variable rate payment that
is intended to approximate all or a portion of the Fund’s variable-rate payment obligation on the Fund’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’s Financial
Leverage.
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.
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’s receiving or paying, as the case may be, only the net amount of the two payments. The Fund intends to segregate cash
or liquid securities having a value at least equal to the Fund’s net payment obligations under any swap transaction, marked-to-market
daily. The Fund will treat such amounts as illiquid.
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’s use of interest rate instruments could enhance or harm the overall
performance of the Common Shares. To the extent there is a decline in interest rates, the net amount receivable by the Fund under the
interest rate swap or cap could decline and could thus result in a decline in the net asset value of the Common Shares. In addition, if
short-term interest rates are lower than the Fund’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’s maximum
leverage expense. Buying
GGM l GUGGENHEIM CREDIT ALLOCATION
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CREDIT ALLOCATION FUND (THE “FUND”) (Unaudited) continued
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May 31, 2021
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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.
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.
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 Adviser believes does not
have the financial resources to honor its obligation under the interest rate swap or cap transaction. Further, the 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’s investments.
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.
The Fund may choose or be required to prepay Indebtedness. Such
a prepayment would likely result in the Fund’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.
FUNDAMENTAL INVESTMENT RESTRICTIONS
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’s voting securities present at a meeting, if the holders of more than 50% of the Fund’s outstanding voting
securities are present or represented by proxy; or (ii) more than 50% of the Fund’s outstanding voting securities. Except as otherwise
noted, all percentage limitations set forth below apply immediately after a purchase or initial investment and any subsequent change in
any applicable percentage resulting from market fluctuations does not require any action. These restrictions provide that the Fund shall
not:
1. Issue senior securities nor borrow money, except the Fund may
issue senior securities or borrow money to the extent permitted by the 1940 Act, as amended from time to time, the rules and
130 l GGM l GUGGENHEIM
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CREDIT ALLOCATION FUND (THE “FUND”) (Unaudited) continued
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May 31, 2021
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regulation promulgated by the SEC under the 1940 Act, as amended from time to time, or an exemption or other relief applicable to the Fund from the provisions of the 1940 Act, as amended from time to time.
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2.
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Act as underwriter of another issuer’s securities, except to the extent that the Fund may be deemed to be an underwriter within the meaning of the Securities Act, in connection with the purchase and sale of portfolio securities.
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3.
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Invest in any security if, as a result, 25% or more of the value of the Fund’s total assets, taken at market value at the time of each investment, are in the securities of issuers in any particular industry or group of related industries; except that this policy shall not apply to (i) securities issued or guaranteed by the U.S. Government or its agencies or instrumentalities, (ii) securities issued by state and municipal governments or their political subdivisions, agencies, authorities and instrumentalities (other than those securities backed only by the assets and revenues of non-governmental users with respect to which the Fund will not invest 25% or more of the value of the Fund’s total assets, taken at market value at the time of each investment, in securities backed by the same source of revenue), and (iii) securities issued by other investment companies, which shall not constitute any industry.
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4.
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Purchase or sell real estate except that the Fund may: (a) acquire or lease office space for its own use, (b) invest in securities of issuers that invest in real estate or interests therein or that are engaged in or operate in the real estate industry, (c) invest in securities that are secured by real estate or interests therein, (d) purchase and sell mortgage related securities, (e) hold and sell real estate acquired by the Fund as a result of the ownership of securities and (f) as otherwise permitted by the 1940 Act, as amended from time to time, the rules and regulation promulgated by the SEC under the 1940 Act, as amended from time to time, or an exemption or other relief applicable to the Fund from the provisions of the 1940 Act, as amended from time to time.
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5.
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Purchase
or sell physical commodities unless acquired as a result of ownership of securities or
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other
instruments; provided that this restriction shall not prohibit the Fund from purchasing or
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selling
options, futures contracts and related options thereon, forward contracts, swaps, caps,
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floors,
collars and any other financial instruments or from investing in securities or other
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instruments
backed by physical commodities or as otherwise permitted by the 1940 Act, as
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amended
from time to time, the rules and regulation promulgated by the SEC under the 1940
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Act,
as amended from time to time, or an exemption or other relief applicable to the Fund from
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the
provisions of the 1940 Act, as amended from time to time.
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6.
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Make
loans of money or property to any person, except (a) to the extent that securities or
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interests
in which the Fund may invest are considered to be loans, (b) through the loan of
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portfolio securities
in an amount up to 331/3% of the Fund’s total assets, (c) by engaging in
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repurchase agreements
or (d) as may otherwise be permitted by the 1940 Act, as amended from
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time
to time, the rules and regulation promulgated by the SEC under the 1940 Act, as amended
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from time
to time, or an exemption or other relief applicable to the Fund from the provisions of
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the 1940
Act, as amended from time to time.
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GGM l GUGGENHEIM CREDIT ALLOCATION
FUND ANNUAL REPORT l 131
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CREDIT ALLOCATION FUND (THE “FUND”) (Unaudited) continued
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May 31, 2021
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7.
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With respect to 75% of the value of the Fund’s total assets, purchase any securities (other than obligations issued or guaranteed by the U.S. Government or by its agencies or instrumentalities), if as a result more than 5% of the Fund’s total assets would then be invested in securities of a single issuer or if as a result the Fund would hold more than 10% of the outstanding voting securities of any single issuer.
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All other investment policies of the Fund set forth in the Prospectus
and the SAI, including the Fund’s investment objective, are not considered fundamental policies and may be changed by the Board
of Trustees without any vote of shareholders.
For purposes of investment restriction number 3 set forth above,
the Adviser will, on behalf of the Fund, make reasonable determinations as to the appropriate industry classification to assign to each
security or instrument in which the Fund invests. The definition of what constitutes a particular “industry” is an evolving
one, particularly for industries or sectors within industries that are new or are undergoing rapid development. Some securities could
reasonably fall within more than one industry category. The Fund’s industry concentration policy does not preclude it from focusing
investments in issuers in a group of related economic sectors. For purposes of the industry concentration policy, a foreign government
is considered to be a separate industry, although currency positions are not considered to be an investment in a foreign government for
these purposes.
132 l GGM l GUGGENHEIM
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FUND INFORMATION
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May 31, 2021
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Board
of Trustees
Randall C. Barnes
Angela Brock-Kyle
Amy J. Lee*
Thomas F. Lydon, Jr.
Ronald A. Nyberg
Sandra G. Sponem
Ronald E. Toupin, Jr.,
Chairman
* This Trustee is an “interested person”
(as
defined in Section 2(a)(19) of the 1940
Act) (“Interested Trustee”) of the Fund
be-
cause of her affiliation with Guggenheim
Investments.
Principal Executive Officers
Brian E. Binder
President and Chief Executive Officer
Joanna M. Catalucci
Chief Compliance Officer
Amy J. Lee
Vice President and Chief Legal Officer
Mark E. Mathiasen
Secretary
John L. Sullivan
Chief Financial Officer, Chief Accounting
Officer and Treasurer
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Investment
Adviser
Guggenheim Funds Investment
Advisors, LLC
Chicago, IL
Investment Sub-Adviser
Guggenheim Partners Investment
Management, LLC
Santa Monica, CA
Administrator and Accounting Agent
MUFG Investor Services (US), LLC
Rockville, MD
Custodian
The Bank of New York Mellon Corp.
New York, NY
Legal Counsel
Dechert LLP
Washington, D.C.
Independent Registered Public
Accounting Firm
Ernst & Young LLP
Tysons, VA
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GGM l GUGGENHEIM CREDIT ALLOCATION
FUND ANNUAL REPORT l 133
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FUND INFORMATION continued
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May 31, 2021
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Privacy Principles of Guggenheim Credit Allocation Fund for
Shareholders
The Fund is committed to maintaining the privacy of its shareholders
and to safeguarding its non-public personal information. The following information is provided to help you understand what personal information
the Fund collects, how we protect that information and why, in certain cases, we may share information with select other parties.
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).
The Fund restricts access to non-public personal information about
the shareholders to Guggenheim Funds Investment Advisors, LLC employees 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.
Questions concerning your shares of Guggenheim Credit Allocation
Fund?
-
If your shares are held in a Brokerage Account, contact your Broker.
-
If you have physical possession
of your shares in certificate form, contact the Fund’s Transfer Agent:
Computershare Trust Company, N.A., P.O. Box 30170 College
Station, TX 77842-3170; (866) 488-3559 or online at
www.computershare.com/investor
This report is provided to shareholders of Guggenheim Credit Allocation
Fund for their information. It is not a Prospectus, circular or representation intended for use in the purchase or sale of shares of the
Fund or of any securities mentioned in this report.
Paper copies of the Fund’s annual and semi-annual shareholder
reports are not sent by mail, unless you specifically request paper copies of the reports. Instead, the reports are made available on
a website, and you are notified by mail each time a report is posted and provided with a website address to access the report.
You may elect to receive paper copies of all future shareholder
reports free of charge. If you invest through a financial intermediary, you can contact your financial intermediary to request that you
may receive paper copies of your shareholder reports; if you invest directly with the Fund, you may call Computershare at 1-866-488-3559.
Your election to receive reports in paper form may apply to all funds held in your account with your financial intermediary or, if you
invest directly, to all Guggenheim closed-end funds you hold.
A description of the Fund’s proxy voting policies and procedures
related to portfolio securities is available without charge, upon request, by calling the Fund at (888) 991-0091.
Information regarding how the Fund voted proxies for portfolio
securities, if applicable, during the most recent 12-month period ended June 30, is also available, without charge and upon request by
calling (888) 991-0091, by visiting the Fund’s website at guggenheiminvestments.com/ggm or by accessing the Fund’s Form N-PX
on the U.S. Securities and Exchange Commission’s (SEC) website at www.sec.gov. The Fund files its complete schedule of portfolio
holdings with the SEC for the first and third quarters of each fiscal year on Form N-PORT, and for the reporting periods ended prior to
August 31, 2019, filed such information on Form N-Q. The Fund’s Forms N-PORT and N-Q are available on the SEC website at www.sec.gov
or at guggenheiminvestments.com/ggm.
Notice to Shareholders
Notice is hereby given in accordance with Section 23(c) of the
Investment Company Act of 1940, as amended, that the Fund from time to time may purchase shares of its common stock in the open market
or in private transactions.
134 l GGM l GUGGENHEIM
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ABOUT THE FUND MANAGERS
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May 31, 2021
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Guggenheim Partners Investment
Management, LLC
Guggenheim Partners Investment Management,
LLC (“GPIM”) is an indirect subsidiary of Guggenheim Partners, LLC, a diversified financial services firm. The firm provides
capital markets services, portfolio and risk management expertise, wealth management, and investment advisory services. Clients of Guggenheim
Partners, LLC subsidiaries are an elite mix of individuals, family offices, endowments, foundations, insurance companies and other institutions.
Investment Philosophy
GPIM’s investment philosophy
is predicated upon the belief that thorough research and independent thought are rewarded with performance that has the potential to
outperform benchmark indices with both lower volatility and lower correlation of returns over time as compared to such benchmark indices.
Investment Process
GPIM’s investment process
is a collaborative effort between various groups including the Portfolio Construction Group, which utilize proprietary portfolio construction
and risk modeling tools to determine allocation of assets among a variety of sectors, and its Sector Specialists, who are responsible
for security selection within these sectors and for implementing securities transactions, including the structuring of certain securities
directly with the issuers or with investment banks and dealers involved in the origination of such securities.
Guggenheim Funds Distributors, LLC
227 West Monroe Street
Chicago, IL 60606
Member FINRA/SIPC
(07/21)
NOT FDIC-INSURED l NOT BANK-GUARANTEED
l MAY LOSE VALUE
CEF-GGM-AR-0521