... YOUR WINDOW TO THE LATEST, MOST UP-TO-DATE INFORMATION ABOUT
GUGGENHEIM STRATEGIC OPPORTUNITIES FUND
The shareholder report you are reading right now is just the beginning
of the story.
Guggenheim Partners Investment Management, LLC and Guggenheim Funds
Investment Advisors, LLC are continually updating and expanding shareholder information services on the Fund’s website in an ongoing
effort to provide you with the most current information about how your Fund’s assets are managed and the results of our efforts.
It is just one more small way we are working to keep you better informed about your investment in the Fund.
We thank you for your investment in the Guggenheim Strategic Opportunities
Fund (the “Fund”). This report covers the Fund’s performance for the 12-month period ended May 31, 2022 (the “Reporting
Period”).
On September 14, 2021, Guggenheim Investments announced that shareholders
approved the mergers of Guggenheim Enhanced Equity Income Fund and Guggenheim Credit Allocation Fund with and into the Fund. The mergers
became effective with the open of the New York Stock Exchange on October 25, 2021. More information regarding the mergers is presented
later in this report.
The COVID-19 pandemic and the recovery response has caused and continues
to cause at times reduced consumer demand and economic output, supply chain disruptions, market closures, travel restrictions, quarantines,
and disparate global vaccine distributions. As with other serious economic disruptions, governmental authorities and regulators have responded
in recent years to this situation with significant fiscal and monetary policy changes. These included providing direct capital infusions
into companies, introducing new monetary programs, and lowering interest rates. In some cases, these responses resulted in high inflation,
low interest rates, and negative interest rates (which have since risen). Recently, the United States and other governments have also
made investments and engaged in infrastructure modernization projects that have also increased public debt and spending. These actions,
including their 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. These actions also contribute to a risk that asset prices have a high degree of correlation
across markets and asset classes. The duration and extent of COVID-19 over the long term cannot be reasonably estimated at this time.
The ultimate impact of COVID-19 and the extent to which COVID-19 impacts the Fund will depend on future developments, which are highly
uncertain and difficult to predict.
The value of, or income generated by, the investments held by the
Fund are subject to the possibility of rapid and unpredictable fluctuation, and loss. These movements may result from factors affecting
individual companies, or from broader influences, including real or perceived changes in prevailing interest rates (which have risen recently
and may continue to rise), changes in inflation rates or expectations about inflation rates (which are currently elevated relative to
normal conditions), adverse investor confidence or sentiment, changing economic, political (including geopolitical), social or financial
market conditions, increased instability or general uncertainty, environmental disasters, governmental actions, public health emergencies
(such as the spread of infectious diseases, pandemics and epidemics), debt crises, actual or threatened wars or other armed conflicts
(such as the current Russia-Ukraine conflict and its risk of expansion or collateral economic and other effects) or ratings downgrades,
and other similar events, each of which may be temporary or last for extended periods. Moreover, changing economic, political, geopolitical,
social, financial market or other 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 and economies, markets and issuers generally because of the
increasingly interconnected global economies and financial markets.
To learn more about the Fund’s performance and investment
strategy, we encourage you to read the Economic and Market Overview and the Management’s Discussion of Fund Performance, which begin
on page 5. There you will find information on Guggenheim’s investment philosophy, views on the economy and market environment, and
detailed information about the factors that impacted the Fund’s performance.
The Fund’s investment objective is to maximize total return
through a combination of current income and capital appreciation. The Fund pursues a relative value-based investment philosophy. The Fund’s
sub-advisers seek to combine a credit-managed fixed-income portfolio with access to a diversified pool of alternative investments and
equity strategies.
All Fund returns cited—whether based on net asset value (“NAV”)
or market price—assume the reinvestment of all distributions. For the Reporting Period, the Fund provided a total return based on
market price of -3.48% and a total return based on NAV of -3.99%. As of May 31, 2022, the Fund’s market price of $17.92 per share
represented a premium of 25.05% to its NAV of $14.33 per share.
Past performance is not a guarantee of future results. All NAV returns
include the deduction of management fees, operating expenses, and all other Fund expenses. The market price of the Fund’s shares
fluctuates from time to time, and it may be higher or lower than the Fund’s NAV.
During the Reporting Period, the Fund paid a monthly distribution
of $0.1821 per share. The most recent distribution represents an annualized distribution rate of 12.19% based on the Fund’s closing
market price of $17.92 per share on May 31, 2022. The Fund’s distribution rate is not constant and the amount of distributions,
when declared by the Fund’s Board of Trustees, is subject to change. There is no guarantee of any future distribution or that the
current returns and distribution rate will be maintained. Please see Distributions to Shareholders & Annualized Distribution Rate
on page 16, and Note 2(f) on page 79 for more information on distributions for the period.
We encourage shareholders to consider the opportunity to reinvest
their distributions from the Fund through the Dividend Reinvestment Plan (“DRIP”), which is described in detail on page 200
of this report. When shares trade at a discount to NAV, the DRIP takes advantage of the discount by reinvesting the monthly dividend distribution
in common shares of the Fund purchased in the market at a price less than NAV. Conversely, when the market price of the Fund’s common
shares is at a premium above NAV, the DRIP reinvests participants’ dividends in newly-issued common shares at the greater of NAV
per share or 95% of the market price per share. The DRIP provides a cost-effective means to accumulate additional shares and enjoy the
benefits of compounding returns over time. The DRIP effectively provides an income averaging technique which causes shareholders to accumulate
a larger number of Fund shares when the market price is depressed than when the price is higher.
We appreciate your investment and look forward to serving your investment
needs in the future. For the most up-to-date information on your investment, please visit the Fund’s website at guggenheiminvestments.com/gof.
In the 12 months ended May 31, 2022, the yield on the two-year Treasury
rose 242 basis points to 2.56% from 0.14%, and the 10-year Treasury increased by 125 basis points to 2.84% from 1.59% as the Federal Reserve
(the “Fed”) began raising rates in March 2022 to battle inflation. The spread between the two-year Treasury and 10-year Treasury
narrowed to 29 basis points from 145 basis points. One basis point is equal to one-hundredth of one percent, or 0.01%.
The first half of 2022 was extremely challenging for investors,
with interest rates rising sharply even as downside risks to the economic outlook accumulated, pushing stock and bond returns deep into
negative territory.
With the labor market overheated and inflation considerably above
the Fed’s target, we have entered an uncomfortable regime where “good news is bad news,” and the “Fed put”
is deeply out of the money. For the first time in many years, the Fed is aggressively tightening financial conditions in an effort to
slow down the economy, keep inflation expectations in check, and bring inflation down to the 2% target. The Fed’s crusade to crush
inflation is reverberating around the world, as the strengthening dollar is boosting inflation and inflation expectations in other countries,
forcing central banks to tighten policy to avoid an erosion of their own inflation credibility.
The tightening of global financial conditions may further restrain
growth, which has already slowed meaningfully in the United States in the first half of 2022 after a robust 2021. Growth this year has
been hampered by supply-side constraints as the unemployment rate has fallen to 3.6%, commodity markets have been roiled by Russia’s
war in Ukraine and the Chinese economy has been hobbled by renewed COVID-19 lockdowns.
Slower demand growth and limited slack have already served to moderate
the pace of improvement in the labor market, with aggregate payroll growth and the pace of the decline in the unemployment rate slowing
markedly since last fall. This indicates that the labor market has already started to cool even before the tightening of financial conditions
has really been felt. High-frequency indicators and news reports point to a further slowdown in the job market in coming months.
Inflation is a lagging indicator and continues to run far above
the Fed’s target. While some measures of inflation have cooled in recent months, the all-important headline consumer price index
sits at a cycle high of 8.6% as of May 2022. Our analysis indicates that a recession will be required to bring inflation down to target,
and we believe a recession could begin by 2023.
With a recession coming closer into view and the bond market already
pricing in wider credit spreads and substantial further Fed tightening, we believe now is an opportune time to add high-quality, longer-duration
fixed income ahead of the Fed easing cycle that we forecast to begin next year. We expect fixed income to once again provide a ballast
in multi-asset portfolios as growth slows and inflation begins to recede.
During the Reporting Period, the Fund paid a monthly distribution
of $0.1821 per share. The most recent distribution represents an annualized distribution rate of 12.19% based on the Fund’s closing
market price of $17.92 per share on May 31, 2022.
There is no guarantee of any future distribution or that the current
returns and distribution rate will be maintained. The Fund’s distribution rate is not constant and the amount of distributions,
when declared by the Fund’s Board of Trustees, is subject to change.
Please see the Distributions to Shareholders & Annualized Distribution
Rate table on page 16, and Note 2(f) on page 79 for more information on distributions for the period.
Performance data quoted represents past performance, which is no
guarantee of future results and current performance may be lower or higher than the figures shown. All NAV returns include the deduction
of management fees, operating expenses and all other Fund expenses. The deduction of taxes that a shareholder would pay on Fund distributions
or the sale of Fund shares is not reflected in the total returns. For the most recent month-end performance figures, please visit guggenheiminvestments.com/gof.
The investment return and principal value of an investment will fluctuate with changes in market conditions and other factors so that
an investor’s shares, when sold, may be worth more or less than their original cost.
The referenced index is an unmanaged index and not available for
direct investment. Index performance does not reflect transaction costs, fees or expenses.
* Less than 0.01%.
Portfolio breakdown and holdings are subject to change daily. For
more information, please visit guggenheiminvestments.com/gof. The above summaries are provided for informational purposes only and should
not be viewed as recommendations. Past performance does not guarantee future results.
See Sector Classification in Other Information section.
The following table summarizes the inputs used to value the Fund's
investments at May 31, 2022 (See Note 6 in the Notes to Financial Statements):
** This derivative is reported as unrealized appreciation/depreciation
at period end.
Please refer to the detailed Schedule of Investments for a breakdown
of investment type by industry category.
The Fund may hold assets and/or liabilities in which the fair value
approximates the carrying amount for financial statement purposes. As of the period end, reverse repurchase agreements of $349,432,183
are categorized as Level 2 within the disclosure hierarchy — See Note 7.
The following is a summary of significant unobservable inputs used
in the fair valuation of assets and liabilities categorized within Level 3 of the fair value hierarchy:
|
Ending
Balance |
Valuation |
Unobservable |
Input |
Weighted |
Category |
at
May 31, 2022 |
Technique |
Inputs |
Range |
Average* |
Assets: |
|
|
|
|
|
Asset-Backed
Securities |
$
10,085,690 |
Option
adjusted spread off |
Trade
Price |
— |
— |
|
|
third
party pricing |
|
|
|
Asset-Backed
Securities |
7,783,096 |
Yield
Analysis |
Yield |
3.9%-13.0% |
6.8% |
Asset-Backed
Securities |
5,971,800 |
Option
adjusted spread off |
Broker
Quote |
— |
— |
|
|
prior
month end broker quote |
|
|
|
Collateralized
Mortgage |
5,761,054 |
Option
adjusted spread off |
Broker
Quote |
— |
— |
Obligations |
|
prior
month end broker quote |
|
|
|
Common
Stocks |
1,648,224 |
Third
Party Pricing |
Broker
Quote |
— |
— |
Common
Stocks |
575,463 |
Enterprise
Value |
Valuation
Multiple |
1.8x-18.2x |
8.7x |
Common
Stocks |
341,710 |
Model
Price |
Purchase
Price |
— |
— |
Common
Stocks |
2,115 |
Model
Price |
Liquidation
Value |
— |
— |
Corporate
Bonds |
30,416,665 |
Option
adjusted spread off |
Broker
Quote |
— |
— |
|
|
prior
month end broker quote |
|
|
|
Corporate
Bonds |
1,573,002 |
Model
Price |
Purchase
Price |
— |
— |
Corporate
Bonds |
928,839 |
Yield
Analysis |
Yield |
6.6% |
— |
Preferred
Stocks |
855,025 |
Model
Price |
Purchase
Price |
— |
— |
Senior
Floating Rate Interests |
60,723,727 |
Third
Party Pricing |
Broker
Quote |
— |
— |
Senior
Floating Rate Interests |
30,175,675 |
Yield
Analysis |
Yield |
5.4%-9.5% |
7.1% |
Senior
Floating Rate Interests |
6,853,998 |
Model
Price |
Purchase
Price |
— |
— |
Senior
Floating Rate Interests |
1,023,481 |
Model
Price |
Market
Comparable |
9.9% |
— |
|
|
|
Yields |
|
|
Senior
Floating Rate Interests |
3,731,681 |
Third
Party Pricing |
Vendor
Price |
— |
— |
Total
Assets |
$168,451,245 |
|
|
|
|
Liabilities: |
|
|
|
|
|
Unfunded Loan Commitments |
$ 655,716 |
Model
Price |
Purchase
Price |
— |
— |
* Inputs are weighted by the fair value of the instruments.
Significant changes in a quote, yield, market comparable yields,
liquidation value or valuation multiple would generally result in significant changes in the fair value of the security.
The Fund’s fair valuation leveling guidelines classify a single
daily broker quote, or a vendor price based on a single daily or monthly broker quote, as Level 3, if such a quote or price cannot be
supported with other available market information.
Transfer between Level 2 and Level 3 may occur as markets fluctuate
and/or the availability of data used in an investment’s valuation changes. For the year ended May 31, 2022, the Fund had securities
with a total value of $23,219,815 transfer into Level 3 from Level 2 due to a lack of observable inputs and had securities with a total
value of $35,040,072 transfer out of Level 3 into Level 2 due to the availability of current and reliable market-based data provided by
a third-party pricing service which utilizes significant observable inputs.
See notes to financial statements.
66 l GOF l GUGGENHEIM STRATEGIC
OPPORTUNITIES FUND ANNUAL REPORT
|
|
SCHEDULE OF INVESTMENTS continued |
May 31, 2022 |
Summary of Fair Value Level 3 Activity
Following is a reconciliation of Level 3 assets for which significant
unobservable inputs were used to determine fair value for the year ended May 31, 2022:
|
|
|
|
|
|
|
|
|
|
|
|
Assets |
|
|
|
Liabilities |
|
|
|
|
Senior |
|
|
|
Unfunded |
|
Collateralized |
|
Floating |
|
|
|
Loan |
|
Asset-Backed |
Mortgage |
Corporate |
Rate |
Common |
Preferred |
Total |
Commit- |
|
Securities |
Obligations |
Bonds |
Interests |
Stocks |
Stocks |
Assets |
ments |
Beginning
Balance |
$21,322,803 |
$4,473,052 |
$38,752,769 |
$
67,861,369 |
$
1,408,510 |
$761,240 |
$134,579,743 |
$
(851,599) |
Purchases/(Receipts) |
11,282,603 |
— |
9,250,000 |
71,553,113 |
78 |
— |
92,085,794 |
(4,312,686) |
(Sales,
maturities and |
|
|
|
|
|
|
|
|
paydowns)/Fundings |
(7,776,252) |
— |
(9,250,000) |
(45,146,018) |
(1,115,993) |
— |
(63,288,263) |
4,906,915 |
Amortization
of |
|
|
|
|
|
|
|
|
premiums/discounts |
581,678 |
(8,463) |
23,728 |
1,021,193 |
— |
— |
1,618,136 |
5,615 |
Mergers |
— |
— |
1,500,000 |
18,548,791 |
1,574,185 |
— |
21,622,976 |
(483,507) |
Total
realized gains (losses) |
|
|
|
|
|
|
|
|
included
in earnings |
(4,891,147) |
— |
— |
987,239 |
(40,234) |
— |
(3,944,142) |
698,275 |
Total
change in unrealized |
|
|
|
|
|
|
|
|
appreciation
(depreciation) |
|
|
|
|
|
|
|
|
included
in earnings |
3,320,901 |
(713,028) |
(3,041,788) |
(3,095,841) |
1,033,229 |
93,785 |
(2,402,742) |
(618,729) |
Transfers
into Level 3 |
— |
2,009,493 |
2,606,375 |
16,955,723 |
1,648,224 |
— |
23,219,815 |
— |
Transfers
out of Level 3 |
— |
— |
(6,922,578) |
(26,177,007) |
(1,940,487) |
— |
(35,040,072) |
— |
Ending
Balance |
$23,840,586 |
$5,761,054 |
$32,918,506 |
$102,508,562 |
$
2,567,512 |
$855,025 |
$168,451,245 |
$
(655,716) |
Net
change in unrealized |
|
|
|
|
|
|
|
|
appreciation
(depreciation) |
|
|
|
|
|
|
|
|
for
investments in Level 3 |
|
|
|
|
|
|
|
|
securities
still held at |
|
|
|
|
|
|
|
|
May
31, 2022 |
$(2,063,106) |
$ (713,028) |
$ (1,689,797) |
$ (1,601,257) |
$ 128,230 |
$
93,785 |
$
(5,845,173) |
$
(129,668) |
Affiliated Transactions
Investments representing 5% or more of the outstanding voting shares
of a company, or control of or by, or common control under Guggenheim Investments, result in that company being considered an affiliated
person, as defined in the 1940 Act.
Transactions during the year ended May 31, 2022, in which the company
is an affiliated person, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change
in |
|
|
|
|
|
|
|
Realized |
Unrealized |
|
|
|
Value |
|
|
|
Gain |
Appreciation |
Value |
Shares |
Security
Name |
05/31/21 |
Additions |
Reductions |
Mergers |
(Loss) |
(Depreciation) |
05/31/22 |
05/31/22 |
Common
Stocks |
|
|
|
|
|
|
|
|
BP
Holdco LLC* |
$
19,419 |
$
— |
$
— |
$
46,505 |
$
— |
$
19,410 |
$
85,334 |
121,041 |
Targus
Group |
|
|
|
|
|
|
|
|
International |
|
|
|
|
|
|
|
|
Equity,
Inc.* |
30,190 |
— |
— |
78,556 |
— |
5,151 |
113,897 |
45,049 |
|
$
49,609 |
$
— |
$
— |
$125,061 |
$
— |
$
24,561 |
$
199,231 |
|
* Non-income producing security.
See notes to financial statements.
GOF l GUGGENHEIM STRATEGIC OPPORTUNITIES
FUND ANNUAL REPORT l 67
|
|
STATEMENT OF ASSETS AND LIABILITIES |
May 31, 2022 |
ASSETS: |
|
Investments in unaffiliated issuers, at value (cost $1,998,417,563) |
$ 1,943,984,831 |
Investments in affiliated issuers, at value (cost $59,478) |
199,231 |
Foreign currency, at value |
360,739 |
Cash |
3,934,596 |
Segregated cash from broker |
1,260,000 |
Unrealized appreciation on forward foreign currency exchange contracts |
68,128 |
Due from adviser |
7,509 |
Prepaid expenses |
60,790 |
Receivables: |
|
Investments sold |
35,107,749 |
Interest |
14,173,788 |
Fund shares sold |
3,826,885 |
Dividends |
824,344 |
Tax reclaims |
6,372 |
Swap settlement |
5,367 |
Total assets |
2,003,820,329 |
LIABILITIES: |
|
Reverse repurchase agreements (Note 7) |
349,432,183 |
Borrowings (Note 8) |
128,000,000 |
Unfunded loan commitments, at value (Note 11) (commitment fees received $641,308) |
655,716 |
Options written, at value (premiums received $7,950,384) |
13,914,252 |
Unrealized depreciation on forward foreign currency exchange contracts |
1,457,569 |
Unrealized depreciation on OTC swap agreements |
37,945 |
Interest due on borrowings |
314,351 |
Segregated cash due to broker |
60,000 |
Payable for: |
|
Investments purchased |
14,678,468 |
Investment advisory fees |
1,705,774 |
Offering costs |
615,424 |
Professional fees |
206,413 |
Trustees' fees and expenses* |
6,300 |
Other liabilities |
120,827 |
Total liabilities |
511,205,222 |
NET ASSETS |
$ 1,492,615,107 |
NET ASSETS CONSIST OF: |
|
Common stock, $0.01 par value per share; unlimited number of shares |
|
authorized, 104,149,415 shares issued and outstanding |
$ 1,041,494 |
Additional paid-in capital |
1,599,685,304 |
Total distributable earnings (loss) |
(108,111,691) |
NET ASSETS |
$ 1,492,615,107 |
Shares outstanding ($0.01 par value with unlimited amount authorized) |
104,149,415 |
Net asset value |
$ 14.33 |
* Relates to Trustees not deemed “interested persons”
within the meaning of Section 2(a)(19) of the 1940 Act.
See notes to financial statements.
68 l GOF l GUGGENHEIM STRATEGIC
OPPORTUNITIES FUND ANNUAL REPORT
|
|
STATEMENT OF OPERATIONS |
May 31, 2022 |
For the Year Ended May 31, 2022 |
|
|
|
INVESTMENT INCOME: |
|
Interest from securities of unaffiliated issuers (net of foreign withholdings tax $2,791) |
$ 75,544,745 |
Dividends from securities of unaffiliated issuers (net of foreign withholdings tax $803) |
10,033,761 |
Total investment income |
85,578,506 |
EXPENSES: |
|
Investment advisory fees |
18,181,693 |
Interest expense |
4,188,303 |
Professional fees |
463,847 |
Administration fees |
271,817 |
Fund accounting fees |
228,487 |
Custodian fees |
136,928 |
Trustees' fees and expenses* |
98,204 |
Printing fees |
94,596 |
Registration and filing fees |
82,245 |
Insurance |
32,085 |
Transfer agent fees |
22,180 |
Miscellaneous |
30,937 |
Total expenses |
23,831,322 |
Net investment income |
61,747,184 |
NET REALIZED AND UNREALIZED GAIN (LOSS): |
|
Net realized gain (loss) on: |
|
Investments in unaffiliated issuers |
14,407,308 |
Investments in unaffiliated issuers sold short |
(144,844) |
Swap agreements |
(411,517) |
Futures contracts |
9,884,929 |
Options purchased |
(1,709,072) |
Options written |
20,500,260 |
Forward foreign currency exchange contracts |
8,086,189 |
Foreign currency transactions |
249,286 |
Net realized gain |
50,862,539 |
Net change in unrealized appreciation (depreciation) on: |
|
Investments in unaffiliated issuers |
(232,973,514) |
Investments in affiliated issuers |
24,561 |
Investments in unaffiliated issuers sold short |
(64,863) |
Swap agreements |
79,963 |
Futures contracts |
(3,750,876) |
Options purchased |
(2,767,285) |
Options written |
1,313,273 |
Forward foreign currency exchange contracts |
(2,005,038) |
Foreign currency translations |
385,225 |
Net change in unrealized appreciation (depreciation) |
(239,758,554) |
Net realized and unrealized loss |
(188,896,015) |
Net decrease in net assets resulting from operations |
$ (127,148,831) |
* Relates to Trustees not deemed “interested persons”
within the meaning of Section 2(a)(19) of the 1940 Act.
See notes to financial statements.
GOF l GUGGENHEIM STRATEGIC OPPORTUNITIES
FUND ANNUAL REPORT l 69
STATEMENTS OF CHANGES IN NET ASSETS |
May 31, 2022 |
|
|
|
|
Year Ended |
Year Ended |
|
May 31, 2022 |
May 31, 2021 |
INCREASE (DECREASE) IN NET ASSETS FROM OPERATIONS: |
|
|
Net investment income |
$ 61,747,184 |
$ 43,762,094 |
Net realized gain on investments |
50,862,539 |
24,213,261 |
Net change in unrealized appreciation (depreciation) |
|
|
on investments |
(239,758,554) |
89,819,977 |
Net increase (decrease) in net assets resulting from operations |
(127,148,831) |
157,795,332 |
DISTRIBUTIONS: |
|
|
Distributions to shareholders |
(99,989,607) |
(44,994,676) |
Return of capital |
(74,986,628) |
(56,227,228) |
Total distributions |
(174,976,235) |
(101,221,904) |
SHAREHOLDER TRANSACTIONS: |
|
|
Net proceeds from the issuance of shares from Mergersa |
644,136,499 |
— |
Proceeds from shares issued through at-the-market offering |
252,476,733 |
161,999,252 |
Reinvestments of distributions |
19,923,416 |
11,166,994 |
Common shares offering cost charged to paid-in-capital |
162,111 |
(590,331) |
Net increase in net assets resulting from shareholder transactions |
916,698,759 |
172,575,915 |
Net increase in net assets |
614,573,693 |
229,149,343 |
NET ASSETS: |
|
|
Beginning of period |
878,041,414 |
648,892,071 |
End of period |
$ 1,492,615,107 |
$ 878,041,414 |
a Fund Mergers — See Note 13.
See notes to financial statements.
70 l GOF l GUGGENHEIM STRATEGIC
OPPORTUNITIES FUND ANNUAL REPORT
|
|
STATEMENT OF CASH FLOWS |
May 31, 2022 |
For the Year Ended May 31, 2022 |
|
Cash Flows from Operating Activities: |
|
Net decrease in net assets resulting from operations |
$ (127,148,831) |
Adjustments to Reconcile Net Decrease in Net Assets Resulting from Operations to |
|
Net Cash Provided by Operating and Investing Activities: |
|
Net change in unrealized (appreciation) depreciation on investments |
233,013,816 |
Net change in unrealized (appreciation) depreciation on options purchased |
2,767,285 |
Net change in unrealized (appreciation) depreciation on options written |
(1,313,273) |
Net change in unrealized (appreciation) depreciation on OTC swap agreements |
37,945 |
Net change in unrealized (appreciation) depreciation on forward foreign currency |
|
exchange contracts |
2,005,038 |
Net realized gain on investments |
(14,262,464) |
Net realized loss on options purchased |
1,709,072 |
Net realized gain on options written |
(20,500,260) |
Purchase of long-term investments |
(824,578,692) |
Proceeds from sale of long-term investments |
863,413,410 |
Net purchases of short-term investments |
(15,877,767) |
Return of capital distributions received from investments |
405,497 |
Net accretion of bond discount and amortization of bond premium |
(8,201,776) |
Corporate actions and other payments |
495,525 |
Premiums received on options written |
283,467,698 |
Cost of closing options written |
(264,996,558) |
Commitment fees received and repayments of unfunded commitments |
(592,823) |
Increase in interest receivable1 |
(2,687,261) |
Increase in dividends receivable1 |
(84,420) |
Decrease in investments sold receivable1 |
69,272,271 |
Decrease in unamortized upfront premiums paid on interest rate swap agreements |
57,195 |
Decrease in swap settlement receivable1 |
39,162 |
Decrease in variation margin on futures contracts receivable |
63,325 |
Increase in segregated cash from broker |
(1,260,000) |
Increase in due from adviser |
(7,509) |
Decrease in prepaid expenses1 |
13,632 |
Increase in tax reclaims receivable |
(6,372) |
Decrease in investments purchased payable1 |
(99,929,240) |
Increase in interest due on borrowings1 |
150,786 |
Decrease in professional fees payable1 |
(65,027) |
Decrease in segregated cash due to broker1 |
(3,328,000) |
Increase in investment advisory fees payable1 |
99,788 |
Decrease in variation margin on interest rate swap agreements payable |
(24,473) |
Decrease in trustees’ fees and expenses payable*,1 |
(15,397) |
Decrease in other liabilities1 |
(217,223) |
Net Cash Provided by Operating and Investing Activities |
$ 71,914,079 |
See notes to financial statements.
GOF l GUGGENHEIM STRATEGIC OPPORTUNITIES
FUND ANNUAL REPORT l 71
|
|
STATEMENT OF CASH FLOWS continued |
May 31, 2022 |
For the Year Ended May 31, 2022 |
|
Cash Flows From Financing Activities: |
|
Distributions to common shareholders |
$ (155,052,819) |
Proceeds from the issuance of common shares |
250,479,392 |
Proceeds from borrowings |
54,000,000 |
Payments made on borrowings |
(160,750,690) |
Proceeds from reverse repurchase agreements |
1,712,938,221 |
Payments made on reverse repurchase agreements |
(1,786,592,083) |
Offering costs in connection with the issuance of common shares |
(494,443) |
Net Cash Used in Financing Activities |
(85,472,422) |
Net decrease in cash |
(13,558,343) |
Cash at Beginning of Year (including restricted cash) |
2,773,670 |
Cash Acquired in Connection with the Mergers |
15,080,008 |
Cash at End of Year (including foreign currency) |
$ 4,295,335 |
Supplemental Disclosure of Cash Flow Information: |
|
Cash paid during the year for interest |
$ 4,084,922 |
Supplemental Disclosure of Cash Financing Activity: Dividend reinvestment |
$ 19,923,416 |
Fair value of investments and borrowings acquired through the Mergers |
$ 717,757,844 |
* | | Relates to Trustees not deemed “interested persons” within the meaning of Section
2(a)(19) of the 1940 Act. |
1 | | Includes assets and liabilities acquired in the Mergers. |
See notes to financial statements.
72 l GOF l GUGGENHEIM STRATEGIC
OPPORTUNITIES FUND ANNUAL REPORT
|
|
FINANCIAL HIGHLIGHTS |
May 31, 2022 |
|
Year
Ended |
Year
Ended |
Year
Ended |
Year
Ended |
Year
Ended |
|
May
31, |
May
31, |
May
31, |
May
31, |
May
31, |
|
2022 |
2021 |
2020 |
2019 |
2018 |
Per
Share Data: |
|
|
|
|
|
Net
asset value, beginning of period |
$
17.05 |
$
15.29 |
$
17.91 |
$
19.12 |
$
19.78 |
Income
from investment operations: |
|
|
|
|
|
Net
investment income(a) |
0.80 |
0.95 |
0.89 |
0.97 |
1.23 |
Net
gain (loss) on investments (realized and unrealized) |
(1.33) |
3.00 |
(1.32) |
0.01 |
0.30 |
Total
from investment operations |
(0.53) |
3.95 |
(0.43) |
0.98 |
1.53 |
Less
distributions from: |
|
|
|
|
|
Net
investment income |
(1.04) |
(0.97) |
(0.86) |
(1.12) |
(2.01) |
Capital
gains |
(0.19) |
— |
— |
(0.16) |
(0.18) |
Return
of capital |
(0.96) |
(1.22) |
(1.33) |
(0.91) |
— |
Total
distributions to shareholders |
(2.19) |
(2.19) |
(2.19) |
(2.19) |
(2.19) |
Net
asset value, end of period |
$
14.33 |
$
17.05 |
$
15.29 |
$
17.91 |
$
19.12 |
Market
value, end of period |
$
17.92 |
$
20.90 |
$
16.20 |
$
19.96 |
$
21.29 |
Total
Return(b) |
|
|
|
|
|
Net
asset value |
(3.99%) |
27.20% |
(2.79%) |
5.43% |
8.02% |
Market
value |
(3.48%) |
45.59% |
(7.96%) |
4.94% |
13.31% |
Ratios/Supplemental
Data: |
|
|
|
|
|
Net
assets, end of period (in thousands) |
$
1,492,615 |
$
878,041 |
$
648,892 |
$
641,825 |
$
530,250 |
Ratio
to average net assets of: |
|
|
|
|
|
Net
investment income, including interest expense |
4.75% |
5.72% |
5.29% |
5.26% |
6.27% |
Total
expenses, including interest expense(c)(d) |
1.83% |
1.83% |
1.21% |
1.17% |
1.52% |
Portfolio
turnover rate |
47% |
64% |
41% |
38% |
48% |
See notes to financial statements.
GOF l GUGGENHEIM STRATEGIC OPPORTUNITIES
FUND ANNUAL REPORT l 73
|
|
FINANCIAL HIGHLIGHTS continued |
May 31, 2022 |
|
|
|
|
|
|
|
Year
Ended |
Year
Ended |
Year
Ended |
Year
Ended |
Year
Ended |
|
May
31, |
May
31, |
May
31, |
May
31, |
May
31, |
|
2022 |
2021 |
2020 |
2019 |
2018 |
Senior
Indebtedness |
|
|
|
|
|
Total
Borrowings outstanding (in thousands) |
$
128,000 |
$
38,501 |
$
19,300 |
N/A |
N/A |
Asset
Coverage per $1,000 of indebtedness(e) |
$
12,661 |
$
23,806 |
$
34,621 |
N/A |
N/A |
(a) | | Based on average shares outstanding. |
(b) | | Total return is calculated assuming a purchase of a common share at the beginning of the
period and a sale on the last day of the period reported either at net asset value (“NAV”) or market price per share. Dividends
and distributions are assumed to be reinvested at NAV for NAV returns or the prices obtained under the Fund’s Dividend Reinvestment
Plan for market value returns. Total returns do not reflect brokerage commissions. A return calculated for a period of less than one
year is not annualized. |
(c) | | The ratios of total expenses to average net assets applicable to common shares do not reflect
fees and expenses incurred indirectly by the Fund as a result of its investment in shares of other investment companies. If these fees
were included in the expense ratios, the expense ratios would increase by 0.06%, 0.09%, 0.08%, 0.00%* and 0.00%* for the years ended
May 31, 2022, 2021, 2020, 2019 and 2018, respectively. |
(d) | | Excluding interest expense, the operating expense ratios for the years ended May 31, would
be: |
|
|
|
|
|
2022 |
2021 |
2020 |
2019 |
2018 |
1.51% |
1.55% |
1.17% |
1.15% |
1.33% |
(e) | | Calculated by subtracting the Fund’s total liabilities (not including the borrowings)
from the Fund’s total assets and dividing by the borrowings. |
See notes to financial statements.
74 l GOF l GUGGENHEIM
STRATEGIC OPPORTUNITIES FUND ANNUAL REPORT
NOTES TO FINANCIAL STATEMENTS |
May 31, 2022 |
Note 1 – Organization
Guggenheim Strategic Opportunities Fund (the “Fund”)
was organized as a Delaware statutory trust on November 13, 2006. The Fund is registered as a diversified, closed-end management investment
company under the Investment Company Act of 1940, as amended (the “1940 Act”).
The Fund’s investment objective is to maximize total return
through a combination of current income and capital appreciation.
Note 2 – Significant Accounting Policies
The Fund operates as an investment company and, accordingly, follows
the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards
Codification Topic 946 Financial Services – Investment Companies.
The following significant accounting policies are in conformity
with U.S. generally accepted accounting principles (“U.S. GAAP”) and are consistently followed by the Fund. This requires
management to make estimates and assumptions that affect the reported amount of assets and liabilities, contingent assets and liabilities
at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results
could differ from these estimates. All time references are based on Eastern Time.
(a) Valuation of Investments
The Board of Trustees of the Fund (the “Board”) has
adopted policies and procedures for the valuation of the Fund's investments (the “Valuation Procedures”). Pursuant to the
Valuation Procedures, the Board has delegated to a valuation committee, consisting of representatives from Guggenheim’s investment
management, fund administration, legal and compliance departments (the “Valuation Committee”), the day-to-day responsibility
for implementing the Valuation Procedures, including, under most circumstances, the responsibility for determining the fair value of the
Fund's securities and/or other assets.
Valuations of the Fund's securities and other assets are supplied
primarily by pricing services appointed pursuant to the processes set forth in the Valuation Procedures. The Valuation Committee convenes
monthly, or more frequently as needed, to review the valuation of all assets which have been fair valued for reasonableness. The Fund's
officers, through the Valuation Committee and consistent with the monitoring and review responsibilities set forth in the Valuation Procedures,
regularly review procedures used and valuations provided by the pricing services.
If the pricing service cannot or does not provide a valuation for
a particular investment or such valuation is deemed unreliable, such investment is fair valued by the Valuation Committee.
Equity securities listed or traded on a recognized U.S. securities
exchange or the National Association of Securities Dealers Automated Quotations (“NASDAQ”) National Market System shall generally
be valued on the basis of the last sale price on the primary U.S. exchange or market on which the security is listed or traded; provided,
however, that securities listed on NASDAQ will be valued at the NASDAQ Official Closing Price, which may not necessarily represent the
last sale price.
GOF l GUGGENHEIM STRATEGIC OPPORTUNITIES
FUND ANNUAL REPORT l 75
|
|
NOTES TO FINANCIAL STATEMENTS continued |
May 31, 2022 |
If there is no sale on the valuation date, exchange-traded U.S.
equity securities will be valued on the basis of the last bid price.
Open-end investment companies, other than exchange-traded funds,
are valued at their net asset value (“NAV”) as of the close of business, on the valuation date. Exchange-traded funds and
closed-end investment companies are generally valued at the last quoted sale price.
Generally, trading in foreign securities markets is substantially
completed each day at various times prior to the close of the New York Stock Exchange ("NYSE"). The values of foreign securities
are determined as of the close of such foreign markets or the close of the NYSE, if earlier. All investments quoted in foreign currencies
are valued in U.S. dollars on the basis of the foreign currency exchange rates prevailing at the close of U.S. business at 4:00 p.m. Investments
in foreign securities may involve risks not present in domestic investments. The Valuation Committee will determine the current value
of such foreign securities by taking into consideration certain factors which may include those discussed above, as well as the following
factors, among others: the value of the securities traded on other foreign markets, ADR trading, closed-end fund trading, foreign currency
exchange activity, and the trading prices of financial products that are tied to foreign securities. In addition, under the Valuation
Procedures, the Valuation Committee and Guggenheim Funds Investment Advisors, LLC (“GFIA” or the “Adviser”) are
authorized to use prices and other information supplied by a third party pricing vendor in valuing foreign securities.
Commercial paper and discount notes with a maturity of greater than
60 days at acquisition are valued at prices that reflect broker-dealer supplied valuations or are obtained from independent pricing services,
which may consider the trade activity, treasury spreads, yields or price of bonds of comparable quality, coupon, maturity, and type, as
well as prices quoted by dealers who make markets in such securities. Commercial paper and discount notes with a maturity of 60 days or
less at acquisition are valued at amortized cost, unless the Valuation Committee concludes that amortized cost does not represent the
fair value of the applicable asset in which case it will be valued using a third party pricing vendor.
Repurchase agreements are valued at amortized cost, provided such
amounts approximate market value.
Typically, loans are valued using information provided by an independent
third party pricing service which uses broker quotes, among other inputs. If the pricing service cannot or does not provide a valuation
for a particular loan, or such valuation is deemed unreliable, such investment is valued based on a quote from a broker-dealer or is fair
valued by the Valuation Committee.
Exchange-traded options are valued at the mean of the bid and ask
prices on the principal exchange on which they are traded. Over-the-counter (“OTC”) options are valued using a price provided
by a pricing service.
The value of futures contracts is accounted for using the unrealized
appreciation or depreciation on the contracts that is determined by marking the contracts to their current realized settlement prices.
Financial futures contracts are valued at the 4:00 p.m. price on the valuation date. In the event that
76 l GOF l GUGGENHEIM STRATEGIC
OPPORTUNITIES FUND ANNUAL REPORT
|
|
NOTES TO FINANCIAL STATEMENTS continued |
May 31, 2022 |
the exchange for a specific futures contract closes earlier than
4:00 p.m., the futures contract is valued at the official settlement price of the exchange. However, the underlying securities from which
the futures contract value is derived are monitored until 4:00 p.m. to determine if fair valuation would provide a more accurate valuation.
The value of interest rate swap agreements entered into by the Fund
is valued on the basis of the last sale price on the primary exchange on which the swap is traded. The values of other swap agreements
entered into by the Fund generally be valued using an evaluated price provided by a third party pricing vendor.
Forward foreign currency exchange contracts are valued daily based
on the applicable exchange rate of the underlying currency.
Investments for which market quotations are not readily available
are fair-valued as determined in good faith by GFIA, subject to review and approval by the Valuation Committee, pursuant to methods established
or ratified by the Board. Valuations in accordance with these methods are intended to reflect each security’s (or asset’s
or liability’s) “fair value". Each such determination is based on a consideration of all relevant factors, which are
likely to vary from one pricing context to another. Examples of such factors may include, but are not limited to market prices; sale prices;
broker quotes; and models which derive prices based on inputs such as prices of securities with comparable maturities and characteristics,
or based on inputs such as anticipated cash flows or collateral, spread over U.S. Treasury securities, and other information analysis.
(b) Investment Transactions and Investment Income
Investment transactions are accounted for on the trade date. Realized
gains and losses on investments are determined on the identified cost basis. Dividend income is recorded net of applicable withholding
taxes on the ex-dividend date and interest income is recorded on an accrual basis. Dividend income from Real Estate Investment Trusts
(“REITs”) is recorded based on the income included in the distributions received from the REIT investments using published
REIT classifications, including some management estimates when actual amounts are not available. Distributions received in excess of this
estimated amount are recorded as a reduction of the cost of investments or reclassified to capital gains. The actual amounts of income,
return of capital, and capital gains are only determined by each REIT after its fiscal year-end, and may differ from the estimated amounts.
Discounts or premiums on debt securities purchased are accreted or amortized to interest income using the effective interest method. Interest
income also includes paydown gains and losses on mortgage-backed and asset-backed securities, and senior and subordinated loans. Amendment
fees are earned as compensation for evaluating and accepting changes to the original loan agreement.
The Fund may receive other income from investments in senior loan
interests, including amendment fees, consent fees and commitment fees. For funded loans, these fees are recorded as income when received
by the Fund and included in interest income on the Statement of Operations. For unfunded loans, commitment fees are included in realized
gain on investments on the Statement of Operations at the end of the commitment period.
GOF l GUGGENHEIM STRATEGIC OPPORTUNITIES
FUND ANNUAL REPORT l 77
|
|
NOTES TO FINANCIAL STATEMENTS continued |
May 31, 2022 |
Income from residual collateralized loan obligations is recognized
using the effective interest method. At the time of purchase, management estimates the future expected cash flows and determines the effective
yield and estimated maturity date based on the estimated cash flows. Subsequent to the purchase, the estimated cash flows are updated
periodically and a revised yield is calculated prospectively.
(c) Senior Floating Rate Interests and Loan Investments
Senior floating rate interests in which the Fund invests generally
pay interest rates which are periodically adjusted by reference to a base short-term floating rate, plus a premium. These base lending
rates are generally (i) the lending rate offered by one or more major European banks, such as the one-month or three-month London Inter-Bank
Offered Rate ("LIBOR"), (ii) the prime rate offered by one or more major United States banks, or (iii) the bank’s certificate
of deposit rate. Senior floating rate interests often require prepayments from excess cash flows or permit the borrower to repay at its
election. The rate at which the borrower repays cannot be predicted with accuracy. As a result, the actual remaining maturity may be substantially
less than the stated maturities disclosed in the Fund's Schedule of Investments.
The Fund invests in loans and other similar debt obligations (“obligations”).
A portion of the Fund's investments in these obligations is sometimes referred to as “covenant lite” loans or obligations
(“covenant lite obligations”), which are obligations that lack covenants or possess fewer or less restrictive covenants or
constraints on borrowers than certain other types of obligations. The Fund may also obtain exposure to covenant lite obligations through
investment in securitization vehicles and other structured products. In recent market conditions, many new or reissued obligations have
not featured traditional covenants, which are intended to protect lenders and investors by (i) imposing certain restrictions or other
limitations on a borrower’s operations or assets or (ii) providing certain rights to lenders. The Fund may have fewer rights with
respect to covenant lite obligations, including fewer protections against the possibility of default and fewer remedies in the event of
default. As a result, investments in (or exposure to) covenant lite obligations are subject to more risk than investments in (or exposure
to) certain other types of obligations. The Fund is subject to other risks associated with investments in (or exposure to) obligations,
including that obligations may not be considered “securities” and, as a result, the Fund may not be entitled to rely on the
anti-fraud protections under the federal securities laws and instead may have to resort to state law and direct claims.
(d) Currency Translations
The accounting records of the Fund are maintained in U.S. dollars.
All assets and liabilities initially expressed in foreign currencies are converted into U.S. dollars at prevailing exchange rates. Purchases
and sales of investment securities, dividend and interest income, and certain expenses are translated at the rates of exchange prevailing
on the respective dates of such transactions. Changes in the relationship of these foreign currencies to the U.S. dollar can significantly
affect the value of the investments and earnings of the Fund. Foreign investments may also subject the Fund to foreign government exchange
restrictions, expropriation, taxation, or other political, social or economic developments, all of which could affect the market and/or
credit risk of the investments.
78 l GOF l GUGGENHEIM STRATEGIC
OPPORTUNITIES FUND ANNUAL REPORT
|
|
NOTES TO FINANCIAL STATEMENTS continued |
May 31, 2022 |
The Fund does not isolate that portion of the results of operations
resulting from changes in the foreign exchange rates on investments from the fluctuations arising from changes in the market prices of
securities held. Such fluctuations are included with the net realized gain or loss and unrealized appreciation or depreciation on investments.
Reported net realized foreign exchange gains and losses arise from
sales of foreign currencies and currency gains or losses realized between the trade and settlement dates on investment transactions. Net
unrealized appreciation and depreciation arise from changes in the fair values of assets and liabilities other than investments in securities
at the fiscal period end, resulting from changes in exchange rates.
(e) Forward Foreign Currency Exchange Contracts
Forward foreign currency exchange contracts are agreements between
two parties to buy and sell currencies at a set price on a future date. Fluctuations in the value of open forward foreign currency exchange
contracts are recorded for financial reporting purposes as unrealized appreciation and depreciation by the Fund until the contracts are
closed. When the contracts are closed, realized gains and losses are recorded, and included on the Statement of Operations in forward
foreign currency exchange contracts.
(f) Distributions to Shareholders
The Fund declares and pays monthly distributions to common shareholders.
These distributions consist of investment company taxable income, which generally includes qualified dividend income, ordinary income
and short-term capital gains. Any net realized long-term capital gains are distributed annually to common shareholders. To the extent
distributions exceed taxable income, the excess will be deemed a return of capital. A return of capital is not taxable, but it reduces
the shareholder’s basis in its shares, which reduces the loss (or increases the gain) on a subsequent taxable disposition by such
shareholder of the shares, until such shareholder’s basis reaches zero at which point subsequent return of capital distributions
will constitute taxable capital gain to such shareholder.
Distributions to shareholders are recorded on the ex-dividend date.
The amount and timing of distributions are determined in accordance with U.S. federal income tax regulations, which may differ from U.S.
GAAP.
(g) Restricted Cash
A portion of cash on hand relates to collateral received by the
Fund for repurchase agreements and futures contracts. This amount, if any, is presented on the Statement of Assets and Liabilities as
Restricted Cash. At May 31, 2022, there was no restricted cash outstanding.
(h) U.S. Government and Agency Obligations
Certain U.S. Government and Agency Obligations are traded on a discount
basis; the interest rates shown on the Schedule of Investments reflect the effective rates paid at the time of purchase by the Fund. Other
securities bear interest at the rates shown, payable at fixed dates through maturity.
GOF l GUGGENHEIM STRATEGIC OPPORTUNITIES
FUND ANNUAL REPORT l 79
|
|
NOTES TO FINANCIAL STATEMENTS continued |
May 31, 2022 |
(i) Swap Agreements
Swap agreements are marked-to-market daily and the change, if any,
is recorded as unrealized appreciation or depreciation. Payments received or made as a result of an agreement or termination of an agreement
are recognized as realized gains or losses.
Upon entering into certain centrally-cleared swap transactions,
the Fund is required to deposit with its clearing broker an amount of cash or securities as an initial margin. Subsequent variation margin
receipts or payments are received or made by the Fund depending on fluctuations in the fair value of the reference entity and are recorded
by the Fund as unrealized appreciation or depreciation. When the contract is closed, the Fund records a realized gain or loss equal to
the difference between the value of the contract at the time it was opened and the value at the time it was closed.
Upfront payments received or made by the Fund on credit default
swap agreements and interest rate swap agreements are amortized over the expected life of the agreement. Periodic payments received or
paid by the Fund are recorded as realized gains or losses. Payments received or made as a result of a credit event or termination of the
contract are recognized, net of a proportional amount of the upfront payment, as realized gains or losses.
(j) Short Sales
When the Fund engages in a short sale of a security, an amount equal
to the proceeds is reflected as an asset and an equivalent liability. The amount of the liability is subsequently marked-to-market to
reflect the market value of the short sale.
Fees, if any, paid to brokers to borrow securities in connection
with short sales are recorded as interest expense. In addition, the Fund must pay out the dividend rate of the equity or coupon rate of
the obligation to the lender and record this as an expense. Short dividend or interest expense is a cost associated with the investment
objective of short sales transactions, rather than an operational cost associated with the day-to-day management of any mutual fund. The
Fund may also receive rebate income from the broker resulting from the investment of the proceeds from securities sold short.
(k) Options
Upon the purchase of an option, the premium paid is recorded as
an investment, the value of which is marked-to-market daily. If a purchased option expires, the Fund realizes a loss in the amount of
the cost of the option. When the Fund enters into a closing sale transaction, it realizes a gain or loss depending on whether the proceeds
from the closing sale transaction are greater or less than the cost of the option. If the Fund exercises a put option, it realizes a gain
or loss from the sale of the underlying security and the proceeds from such sale will be decreased by the premium originally paid. When
the Fund exercises a call option, the cost of the security purchased by the Fund upon exercise increases by the premium originally paid.
When the Fund writes (sells) an option, an amount equal to the premium
received is entered in that Fund’s accounting records as an asset and equivalent liability. The amount of the liability is subsequently
marked-to-market to reflect the current value of the option written. When a written
80 l GOF l GUGGENHEIM STRATEGIC
OPPORTUNITIES FUND ANNUAL REPORT
|
|
NOTES TO FINANCIAL STATEMENTS continued |
May 31, 2022 |
option expires, or if the Fund enters into a closing purchase transaction,
it realizes a gain (or loss if the cost of a closing purchase transaction exceeds the premium received when the option was sold).
(l) Futures Contracts
Upon entering into a futures contract, the Fund deposits and maintains
as collateral such initial margin as required by the exchange on which the transaction is affected. Pursuant to the contract, the Fund
agrees to receive from or pay to the broker an amount of cash equal to the daily fluctuation in value of the contract. Such receipts or
payments are known as variation margin and are recorded by the Fund as unrealized appreciation or depreciation. When the contract is closed,
the Fund records a realized gain or loss equal to the difference between the value of the contract at the time it was opened and the value
at the time it was closed.
(m) Indemnifications
Under the Fund's organizational documents, its Trustees and Officers
are indemnified against certain liabilities arising out of the performance of their duties to the Fund. In addition, throughout the normal
course of business, the Fund enters into contracts that contain a variety of representations and warranties which provide general indemnifications.
The Fund's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund
and/or its affiliates that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.
(n) Special Purpose Acquisition Companies
The Fund may acquire an interest in a special purpose acquisition
company (“SPAC”) in an initial public offering or a secondary market transaction. SPAC investments carry many of the same
risks as investments in initial public offering securities, such as erratic price movements, greater risk of loss, lack of information
about the issuer, limited operating and little public or no trading history, and higher transaction costs. An investment in a SPAC is
typically subject to a higher risk of dilution by additional later offerings of interests in the SPAC or by other investors exercising
existing rights to purchase shares of the SPAC and interests in SPACs may be illiquid and/or be subject to restrictions on resale. A SPAC
is a publicly traded company that raises investment capital for the purpose of acquiring the equity securities of one or more existing
companies (or interests therein) via merger, combination, acquisition or other similar transactions. Unless and until an acquisition is
completed, a SPAC generally invests its assets (less a portion retained to cover expenses) in U.S. government securities, money market
securities and cash and does not typically pay dividends in respect of its common stock. SPAC investments are also subject to the risk
that a significant portion of the funds raised by the SPAC may be expended during the search for a target acquisition or merger and that
the SPAC may have limited time in which to conduct due diligence on potential business combination targets. Because SPACs are in essence
blank check companies without operating history or ongoing business other than seeking acquisitions, the value of their securities is
particularly dependent on the ability of the entity’s management to identify and complete a profitable acquisition. Among other
conflicts of interest, the economic interests of the management, directors, officers and related parties of a SPAC can differ from the
economic interests of public
GOF l GUGGENHEIM STRATEGIC OPPORTUNITIES
FUND ANNUAL REPORT l 81
|
|
NOTES TO FINANCIAL STATEMENTS continued |
May 31, 2022 |
shareholders, which may lead to conflicts as they evaluate, negotiate
and recommend business combination transactions to shareholders. This risk may become more acute as the deadline for the completion of
a business combination nears. There is no guarantee that the SPACs in which the Fund invests will complete an acquisition or that any
acquisitions that are completed will be profitable.
Note 3 – Financial Instruments and Derivatives
As part of its investment strategy, the Fund utilizes short sales
and a variety of derivative instruments. These investments involve, to varying degrees, elements of market risk and risks in excess of
amounts recognized on the Statement of Assets and Liabilities. Valuation and accounting treatment of these instruments can be found under
Significant Accounting Policies in Note 2 of these Notes to Financial Statements.
Short Sales
A short sale is a transaction in which the Fund sells a security
it does not own. If the security sold short decreases in price between the time the Fund sells the security and closes its short position,
the Fund will realize a gain on the transaction. Conversely, if the security increases in price during the period, the Fund will realize
a loss on the transaction. The risk of such price increases is the principal risk of engaging in short sales.
Derivatives
Derivatives are instruments whose values depend on, or are derived
from, in whole or in part, the value of one or more other assets, such as securities, currencies, commodities or indices. Derivative instruments
may be used to increase investment flexibility (including to maintain cash reserves while maintaining exposure to certain other assets),
for risk management (hedging) purposes, to facilitate trading, to reduce transaction costs and to pursue higher investment returns. Derivative
instruments may also be used to mitigate certain investment risks, such as foreign currency exchange rate risk, interest rate risk and
credit risk. U.S. GAAP requires disclosures to enable investors to better understand how and why the Fund uses derivative instruments,
how these derivative instruments are accounted for and their effects on the Fund's financial position and results of operations.
The Fund utilized derivatives for the following purposes:
Duration: the use of an instrument to manage the interest
rate risk of a portfolio.
Hedge: an investment made in order to reduce the risk of
adverse price movements in a security, by taking an offsetting position to protect against broad market moves.
Income: the use of any instrument that distributes cash flows
typically based upon some rate of interest.
Index Exposure: the use of an instrument to obtain exposure
to a listed or other type of index.
82 l GOF l GUGGENHEIM STRATEGIC
OPPORTUNITIES FUND ANNUAL REPORT
|
|
NOTES TO FINANCIAL STATEMENTS continued |
May 31, 2022 |
Options Purchased and Written
A call option on a security gives the purchaser of the option the
right to buy, and the writer of a call option the obligation to sell, the underlying security. The purchaser of a put option has the right
to sell, and the writer of the put option the obligation to buy, the underlying security at any time during the option period. The risk
associated with purchasing options is limited to the premium originally paid.
The following table represents the Fund's use and volume of call/put
options purchased on a monthly basis:
|
|
|
|
Average Notional Amount |
Use |
Call |
Put |
Duration, Hedge |
$399,300,000 |
$19,901,545 |
The risk in writing a call option is that the Fund may incur a loss
if the market price of the underlying security increases and the option is exercised. The risk in writing a put option is that the Fund
may incur a loss if the market price of the underlying security decreases and the option is exercised. In addition, there may be an imperfect
correlation between the movement in prices of options and the underlying securities where the Fund may not be able to enter into a closing
transaction because of an illiquid secondary market; or, for OTC options, the Fund may be at risk because of the counterparty’s
inability to perform.
The following table represents the Fund's use and volume of call/put
options written on a monthly basis:
|
|
|
|
Average Notional Amount |
Use |
Call |
Put |
Hedge, Income |
$277,320,212 |
$15,562,903 |
Futures Contracts
A futures contract is an agreement to purchase (long) or sell (short)
an agreed amount of securities or other instruments at a set price for delivery at a future date. There are significant risks associated
with the Fund’s use of futures contracts, including (i) there may be an imperfect or no correlation between the changes in market
value of the underlying asset and the prices of futures contracts; (ii) there may not be a liquid secondary market for a futures contract;
(iii) trading restrictions or limitations may be imposed by an exchange; and (iv) government regulations may restrict trading in futures
contracts. When investing in futures, there is minimal counterparty credit risk to the Fund because futures are exchange-traded and the
exchange’s clearinghouse, as counterparty to all exchange-traded futures, guarantees against default. Cash deposits are shown as
segregated cash with broker on the Statement of Assets and Liabilities; securities held as collateral are noted on the Schedule of Investments.
The following table represents the Fund's use and volume of futures
on a monthly basis:
|
|
|
|
Average Notional Amount |
Use |
Long |
Short |
Index exposure |
$27,863,200 |
$– |
GOF l GUGGENHEIM STRATEGIC OPPORTUNITIES
FUND ANNUAL REPORT l 83
|
|
NOTES TO FINANCIAL STATEMENTS continued |
May 31, 2022 |
Swap Agreements
A swap is an agreement that obligates two parties to exchange a
series of cash flows at specified intervals based upon or calculated by reference to changes in specified prices or rates for a specified
amount of an underlying asset. When utilizing OTC swaps, the Fund bears the risk of loss of the amount expected to be received under a
swap agreement in the event of the default or bankruptcy of a swap agreement counterparty or if the underlying asset declines in value.
Certain standardized swaps are subject to mandatory central clearing and are executed on a multi-lateral or other trade facility platform,
such as a registered exchange. There is limited counterparty credit risk with respect to centrally-cleared swaps as the transaction is
facilitated through a central clearinghouse, much like exchange-traded futures contracts. For the Fund utilizing centrally-cleared swaps,
the exchange bears the risk of loss resulting from a counterparty not being able to pay. There is no guarantee that the Fund or an underlying
fund could eliminate its exposure under an outstanding swap agreement by entering into an offsetting swap agreement with the same or another
party.
Total return swaps involve commitments where single or multiple
cash flows are exchanged based on the price of an underlying reference asset (such as an index) for a fixed or variable interest rate.
Total return swaps will usually be computed based on the current value of the reference asset as of the close of regular trading on the
NYSE or other exchange, with the swap value being adjusted to include dividends accrued, financing charges and/or interest associated
with the swap agreement. When utilizing total return swaps, the Fund bears the risk of loss of the amount expected to be received under
a swap agreement in the event of the default or bankruptcy of a swap agreement counterparty or if the underlying reference asset declines
in value.
The following table represents the Fund’s use and volume of
total return swaps on a monthly basis:
|
|
|
|
Average Notional Amount |
Use |
Long |
Short |
Income, Index exposure |
$291,317 |
$– |
Interest rate swaps involve the exchange by the Fund with another
party for its respective commitment to pay or receive a fixed or variable interest rate on a notional amount of principal. Interest rate
swaps are generally centrally-cleared, but central clearing does not make interest rate swap transactions risk free.
The following table represents the Fund's use and volume of interest
rate swaps on a monthly basis:
|
|
|
|
Average Notional Amount |
|
Pay |
Receive |
Use |
Floating Rate |
Floating Rate |
Duration, Hedge |
$– |
$4,517,500 |
Forward Foreign Currency Exchange Contracts
A forward foreign currency exchange contract is an agreement between
two parties to exchange two designated currencies at a specific time in the future. Certain types of contracts may be cash settled, in
an amount equal to the change in exchange rates during the term of the contract. The contracts
84 l GOF l GUGGENHEIM STRATEGIC
OPPORTUNITIES FUND ANNUAL REPORT
|
|
NOTES TO FINANCIAL STATEMENTS continued |
May 31, 2022 |
can be used to hedge or manage exposure to foreign currency risks
with portfolio investments or to gain exposure to foreign currencies.
The market value of a forward foreign currency exchange contract
changes with fluctuations in foreign currency exchange rates. Furthermore, the Fund may be exposed to risk if the counterparties cannot
meet the contract terms or if the currency value changes unfavorably as compared to the U.S. dollar.
The following table represents the Fund’s use and volume of
forward foreign currency exchange contracts on a monthly basis:
|
|
|
|
|
|
Average Value |
|
Use |
Purchased |
|
Sold |
Hedge |
$3,395,537 |
|
$55,785,129 |
Derivative Investment Holdings Categorized by Risk Exposure
The following is a summary of the location of derivative investments
on the Fund's Statement of Assets and Liabilities as of May 31, 2022:
|
|
|
Derivative Investment Type |
Asset Derivatives |
Liability Derivatives |
Equity/Interest rate option contracts |
Investments in unaffiliated |
Options written, at value |
|
issuers, at value |
|
|
Currency forward contracts |
Unrealized appreciation |
Unrealized depreciation |
|
on forward foreign |
on forward foreign |
|
currency exchange |
currency exchange |
|
contracts |
contracts |
|
Equity swap contracts |
— |
Unrealized depreciation |
|
|
on OTC swap agreements |
The following tables set forth the fair value of the Fund's derivative
investments categorized by primary risk exposure at May 31, 2022:
|
|
|
|
|
|
Asset Derivative Investments Value |
|
|
|
Options |
Forward |
|
|
Options |
Purchased |
Foreign |
|
Swaps |
Purchased |
Interest |
Currency |
|
Equity |
Equity |
Rate |
Exchange |
Total Value at |
Risk |
Risk |
Risk |
Risk |
May 31, 2022 |
$ — |
$ 1,833,300 |
$ 69,003 |
$ 68,128 |
$ 1,970,431 |
|
|
Liability Derivative Investments Value |
|
|
|
Options |
Forward |
|
|
Options |
Written |
Foreign |
|
Swaps |
Written |
Interest |
Currency |
|
Equity |
Equity |
Rate |
Exchange |
Total Value at |
Risk |
Risk |
Risk |
Risk |
May 31, 2022 |
$ 37,945 |
$ 13,914,252 |
$ — |
$ 1,457,569 |
$ 15,409,766 |
GOF l GUGGENHEIM STRATEGIC OPPORTUNITIES
FUND ANNUAL REPORT l 85
|
|
NOTES TO FINANCIAL STATEMENTS continued |
May 31, 2022 |
The following is a summary of the location of derivative investments
on the Fund's Statement of Operations for the year ended May 31, 2022:
|
|
Derivative Investment Type |
Location of Gain (Loss) on Derivatives |
Equity futures contracts |
Net realized gain (loss) on futures contracts |
|
Net change in unrealized appreciation |
|
(depreciation) on futures contracts |
|
Equity/Interest rate swap contracts |
Net realized gain (loss) on swap agreements |
|
Net change in unrealized appreciation |
|
(depreciation) on swap agreements |
|
Equity/Interest rate option contracts |
Net realized gain (loss) on options purchased |
|
Net change in unrealized appreciation |
|
(depreciation) on options purchased |
|
Net realized gain (loss) on options written |
|
Net change in unrealized appreciation |
|
(depreciation) on options written |
|
Currency forward contracts |
Net realized gain (loss) on forward foreign |
|
currency exchange contracts |
|
Net change in unrealized appreciation |
|
(depreciation) on forward foreign currency |
|
exchange contracts |
The following is a summary of the Fund's realized gain (loss) and
change in unrealized appreciation (depreciation) on derivative investments recognized on the Statement of Operations categorized by primary
risk exposure for the year ended May 31, 2022:
|
|
|
|
|
|
|
|
Realized Gain(Loss) on Derivative Investments Recognized on the Statement of Operations |
|
|
|
|
|
Options |
|
Forward |
|
|
|
Swaps |
Options |
Purchased |
Options |
Foreign |
|
Futures |
Swaps |
Interest |
Written |
Interest |
Purchased |
Currency |
|
Equity |
Equity |
Rate |
Equity |
Rate |
Equity |
Exchange |
|
Risk |
Risk |
Risk |
Risk |
Risk |
Risk |
Risk |
Total |
$9,884,929 |
$ 5,343 |
$(416,860) |
$20,500,260 |
$ — |
$(1,709,072) |
$8,086,189 |
$ 36,350,789 |
Change in Unrealized Appreciation (Depreciation) on Derivative
Investments Recognized on the Statement of Operations
|
|
|
|
|
|
|
|
|
|
|
|
Options |
|
Forward |
|
|
|
Swaps |
Options |
Purchased |
Options |
Foreign |
|
Futures |
Swaps |
Interest |
Written |
Interest |
Purchased |
Currency |
|
Equity |
Equity |
Rate |
Equity |
Rate |
Equity |
Exchange |
|
Risk |
Risk |
Risk |
Risk |
Risk |
Risk |
Risk |
Total |
$(3,750,876) |
$ (37,945) |
$ 117,908 |
$1,313,273 |
$(3,101,010) |
$ 333,725 |
$ (2,005,038) |
$ (7,129,963) |
In conjunction with short sales and the use of derivative instruments,
the Fund is required to maintain collateral in various forms. Depending on the financial instrument utilized and the broker involved,
the Fund uses margin deposits at the broker, cash and/or securities segregated at the custodian bank, discount notes or repurchase agreements
allocated to the Fund as collateral.
The Fund has established counterparty credit guidelines and enters
into transactions only with financial institutions of investment grade or better. The Fund monitors the counterparty credit risk.
86 l GOF l GUGGENHEIM STRATEGIC
OPPORTUNITIES FUND ANNUAL REPORT
|
|
NOTES TO FINANCIAL STATEMENTS continued |
May 31, 2022 |
Foreign Investments
There are several risks associated with exposure to foreign currencies,
foreign issuers and emerging markets. The Fund’s indirect and direct exposure to foreign currencies subjects the Fund to the risk
that those currencies will decline in value relative to the U.S. dollar, or in the case of short positions, that the U.S. dollar will
decline in value relative to the currency being hedged. Currency rates in foreign countries may fluctuate significantly over short periods
of time for a number of reasons, including changes in interest rates and the imposition of currency controls or other political developments
in the U.S. or abroad. In addition, the Fund may incur transaction costs in connection with conversions between various currencies. The
Fund may, but is not obligated to, engage in currency hedging transactions, which generally involve buying currency forward, options or
futures contracts. However, not all currency risks may be effectively hedged, and in some cases the costs of hedging techniques may outweigh
expected benefits. In such instances, the value of securities denominated in foreign currencies can change significantly when foreign
currencies strengthen or weaken relative to the U.S. dollar.
The Fund may invest in securities of foreign companies directly,
or in financial instruments, such as ADRs and exchange-traded funds, which are indirectly linked to the performance of foreign issuers.
Foreign markets can be more volatile than the U.S. market due to increased risks of adverse issuer, political, regulatory, market, or
economic developments and can perform differently from the U.S. market. Investing in securities of foreign companies directly, or in financial
instruments that are indirectly linked to the performance of foreign issuers, may involve risks not typically associated with investing
in U.S. issuers. The value of securities denominated in foreign currencies, and of dividends from such securities, can change significantly
when foreign currencies strengthen or weaken relative to the U.S. dollar. Foreign securities markets generally have less trading volume
and less liquidity than U.S. markets, and prices in some foreign markets may fluctuate more than those of securities traded on U.S. markets.
Many foreign countries lack accounting and disclosure standards comparable to those that apply to U.S. companies, and it may be more difficult
to obtain reliable information regarding a foreign issuer’s financial condition and operations. Transaction costs and costs associated
with custody services are generally higher for foreign securities than they are for U.S. securities. Some foreign governments levy withholding
taxes against dividend and interest income. Although in some countries portions of these taxes are recoverable, the non-recovered portion
will reduce the income received by the Fund.
Note 4 –Offsetting
In the normal course of business, the Fund enters into transactions
subject to enforceable master netting arrangements or other similar arrangements. Generally, the right to offset in those agreements allows
the Fund to counteract the exposure to a specific counterparty with collateral received from or delivered to that counterparty based on
the terms of the arrangements. These arrangements provide for the right to liquidate upon the occurrence of an event of default, credit
event upon merger or additional termination event.
GOF l GUGGENHEIM STRATEGIC OPPORTUNITIES
FUND ANNUAL REPORT l 87
|
|
NOTES TO FINANCIAL STATEMENTS continued |
May 31, 2022 |
In order to better define its contractual rights and to secure rights
that will help the Fund mitigate its counterparty risk, the Fund may enter into an International Swaps and Derivatives Association, Inc.
Master Agreement (“ISDA Master Agreement”) or similar agreement with its derivative contract counterparties. An ISDA Master
Agreement is a bilateral agreement between a fund and a counterparty that governs OTC derivatives, including foreign exchange contracts,
and typically contains, among other things, collateral posting terms and netting provisions in the event of a default and/or termination
event. The provisions of the ISDA Master Agreement typically permit a single net payment in the event of a default (close-out netting)
or similar event, including the bankruptcy or insolvency of the counterparty.
For derivatives traded under an ISDA Master Agreement, the collateral
requirements are typically calculated by netting the mark-to-market amount for each transaction under such agreement and comparing that
amount to the value of any collateral currently pledged by the Fund and the counterparty. For financial reporting purposes, cash collateral
that has been pledged to cover obligations of the Fund and cash collateral received from the counterparty, if any, are reported separately
on the Statement of Assets and Liabilities as segregated cash with broker/receivable for variation margin, or payable for swap settlement/variation
margin. Cash and/or securities pledged or received as collateral by the Fund in connection with an OTC derivative subject to an ISDA Master
Agreement generally may not be invested, sold or rehypothecated by the counterparty or the Fund, as applicable, absent an event of default
under such agreement, in which case such collateral generally may be applied towards obligations due to and payable by such counterparty
or the Fund, as applicable. Generally, the amount of collateral due from or to a counterparty must exceed a minimum transfer amount threshold
(e.g., $300,000) before a transfer is required to be made. To the extent amounts due to the Fund from its counterparties are not fully
collateralized, contractually or otherwise, the Fund bears the risk of loss from counterparty nonperformance. The Fund attempts to mitigate
counterparty risk by only entering into agreements with counterparties that it believes to be of good standing and by monitoring the financial
stability of those counterparties.
For financial reporting purposes, the Fund does not offset derivative
assets and derivative liabilities that are subject to netting arrangements in the Statement of Assets and Liabilities.
The following tables present derivative financial instruments and
secured financing transactions that are subject to enforceable netting arrangements:
|
|
|
|
|
|
|
|
|
|
Net
Amount |
Gross
Amounts Not Offset |
|
|
|
Gross
Amounts |
of
Assets |
in
the Statement of |
|
|
Gross |
Offset
in the |
Presented
on the |
Assets
and Liabilities |
|
|
Amounts
of |
Statement
of |
Statement
of |
|
Cash |
|
|
Recognized |
Assets
and |
Assets
and |
Financial |
Collateral |
|
Instrument |
Assets1 |
Liabilities |
Liabilities |
Instruments |
Received |
Net
Amount |
Forward
foreign |
|
|
|
|
|
|
currency |
|
|
|
|
|
|
exchange |
|
|
|
|
|
|
contracts |
$
68,128 |
$
— |
$
68,128 |
$
— |
$
— |
$
68,128 |
Options
purchased |
|
|
|
|
|
|
contracts |
69,003 |
— |
69,003 |
(6,999) |
(60,000) |
2,004 |
88 l GOF l GUGGENHEIM STRATEGIC
OPPORTUNITIES FUND ANNUAL REPORT
|
|
NOTES TO FINANCIAL STATEMENTS continued |
May 31, 2022 |
|
|
|
Net
Amount |
Gross
Amounts Not Offset |
|
|
|
Gross
Amounts |
of
Liabilities |
in
the Statement of |
|
|
Gross |
Offset
in the |
Presented
on the |
Assets
and Liabilities |
|
|
Amounts
of |
Statement
of |
Statement
of |
|
Cash |
|
|
Recognized |
Assets
and |
Assets
and |
Financial |
Collateral |
|
Instrument |
Liabilities1 |
Liabilities |
Liabilities |
Instruments |
Pledged |
Net
Amount |
Forward
foreign |
|
|
|
|
|
|
currency |
|
|
|
|
|
|
exchange |
|
|
|
|
|
|
contracts |
$
1,457,569 |
$
— |
$
1,457,569 |
$
(6,999) |
$(1,260,000) |
$
190,570 |
Swap
equity |
|
|
|
|
|
|
contracts |
37,945 |
— |
37,945 |
— |
— |
37,945 |
Reverse |
|
|
|
|
|
|
repurchase |
|
|
|
|
|
|
agreements |
349,432,183 |
— |
349,432,183 |
(349,432,183) |
— |
— |
1 | | Exchange-traded or centrally-cleared derivatives are excluded from these reported amounts. |
The Fund has the right to offset deposits against any related derivative
liabilities outstanding with each counterparty with the exception of exchange-traded or centrally-cleared derivatives. The following table
presents deposits held by others in connection with derivative investments as of May 31, 2022.
|
|
|
|
Counterparty |
Asset Type |
Cash Pledged |
Cash Received |
Barclays Bank plc |
Forward foreign currency exchange contracts |
$ 830,000 |
$ – |
BofA Securities, Inc. |
Forward foreign currency exchange contracts |
430,000 |
– |
Citibank, N.A. |
Options |
– |
60,000 |
|
|
$ 1,260,000 |
$ 60,000 |
Note 5 – Fees and Other Transactions with Affiliates
Pursuant to an Investment Advisory Agreement between the Fund and
the Adviser, the Adviser furnishes office facilities and equipment, and clerical, bookkeeping and administrative services on behalf of
the Fund and oversees the activities of Guggenheim Partners Investment Management, LLC (“GPIM”) and Guggenheim Partners Advisors,
LLC (“GPA”) (each a "Sub-Adviser" and together, the "Sub-Advisers"). The Adviser provides all services
through the medium of any directors, officers or employees of the Adviser or its affiliates as the Adviser deems appropriate in order
to fulfill its obligations and pays the compensation of all officers and Trustees of the Fund who are its affiliates. As compensation
for these services, the Fund pays the Adviser a fee, payable monthly, in an amount equal to 1.00% of the Fund's average daily managed
assets.
Pursuant to an Investment Sub-Advisory Agreement among the Fund,
the Adviser and GPIM, GPIM, under the oversight and supervision of the Board and the Adviser, manages the investment of the assets of
the Fund in accordance with its investment objectives and policies, places orders to purchase and sell securities on behalf of the Fund,
and, at the request of the Adviser, consults with the Adviser as to the overall management of the assets of the Fund and its investment
policies and practices. As compensation for its services, the Adviser pays GPIM a fee, payable monthly, in an annual amount equal to 0.50%
of the Fund's average daily managed assets, less 0.50% of the Fund’s average daily assets attributable to any investments by the
Fund in affiliated Investment Funds.
GOF l GUGGENHEIM STRATEGIC OPPORTUNITIES
FUND ANNUAL REPORT l 89
|
|
NOTES TO FINANCIAL STATEMENTS continued |
May 31, 2022 |
Pursuant to an Investment Sub-Advisory Agreement among the Fund,
the Adviser and GPA, GPA, under the oversight and supervision of the Board and the Adviser, assists GPIM in the supervision and direction
of the investment strategy of the Fund in accordance with the Fund’s investment policies. As compensation for its services, the
Adviser pays GPA a fee, payable monthly, in an amount equal to 0.005% of the Fund’s average daily managed assets, less 0.005% of
the Fund's average daily assets attributable to any investments by the Fund in affiliated Investment Funds.
For purposes of calculating the fees payable under the foregoing
agreements, average daily managed assets means the average daily value of the Fund's total assets minus the sum of its accrued liabilities,
other than liabilities related to any financial leverage.
Certain officers and trustees of the Fund may also be officers,
directors and/or employees of the Adviser, GPIM or GPA. The Fund does not compensate its officers who are officers, directors and/or employees
of the aforementioned firms.
GFIA pays operating expenses on behalf of the Fund, such as audit
and accounting related services, legal services, custody, printing and mailing, among others, on a pass-through basis.
MUFG Investor Services (US), LLC (“MUIS”) acts as the
Fund's administrator and accounting agent. As administrator and accounting agent, MUIS maintains the books and records of the Fund's securities
and cash. The Bank of New York Mellon Corp. (“BNY”) acts as the Fund's custodian. As custodian, BNY is responsible for the
custody of the Fund's assets. For providing the aforementioned services, MUIS and BNY are entitled to receive a monthly fee equal to an
annual percentage of the Fund's average daily managed assets subject to certain minimum monthly fees and out of pocket expenses.
Note 6 – Fair Value Measurement
In accordance with U.S. GAAP, fair value is defined as the price
that the Fund would receive to sell an investment or pay to transfer a liability in an orderly transaction with an independent buyer in
the principal market, or in the absence of a principal market, the most advantageous market for the investment or liability. U.S. GAAP
establishes a three-tier fair value hierarchy based on the types of inputs used to value assets and liabilities and requires corresponding
disclosure. The hierarchy and the corresponding inputs are summarized below:
Level 1 — quoted prices in active markets for identical assets
or liabilities.
Level 2 — significant other observable inputs (for example
quoted prices for securities that are similar based on characteristics such as interest rates, prepayment speeds, credit risk, etc.).
Level 3 — significant unobservable inputs based on the best
information available under the circumstances, to the extent observable inputs are not available, which may include assumptions.
The types of inputs available depend on a variety of factors, such
as the type of security and the characteristics of the markets in which it trades, if any. Fair valuation determinations that rely on
90 l GOF l GUGGENHEIM STRATEGIC
OPPORTUNITIES FUND ANNUAL REPORT
|
|
NOTES TO FINANCIAL STATEMENTS continued |
May 31, 2022 |
fewer or no observable inputs require greater judgment. Accordingly,
fair value determinations for Level 3 securities require the greatest amount of judgment.
Independent pricing services are used to value a majority of the
Fund’s investments. When values are not available from a pricing service, they will be determined using a variety of sources and
techniques, including: market prices; broker quotes; and models which derive prices based on inputs such as prices of securities with
comparable maturities and characteristics or based on inputs such as anticipated cash flows or collateral, spread over U.S. Treasury securities,
and other information and analysis.
Quotes from broker-dealers, adjusted for fluctuations in criteria
such as credit spreads and interest rates, may also be used to value the Fund’s assets and liabilities, i.e. prices provided by
a broker-dealer or other market participant who has not committed to trade at that price. Although quotes are typically received from
established market participants, the Fund may not have the transparency to view the underlying inputs which support the market quotations.
Significant changes in a quote would generally result in significant changes in the fair value of the security.
Certain fixed income securities are valued by obtaining a monthly
quote from a broker-dealer, adjusted for fluctuations in criteria such as credit spreads and interest rates.
Certain loans and other securities are valued using a single daily
broker quote or a price from a third party vendor based on a single daily or monthly broker quote.
The inputs or methodologies used for valuing securities are not
necessarily an indication of the risk associated with investing in those securities. The suitability of the techniques and sources employed
to determine fair valuation are regularly monitored and subject to change.
Note 7 – Reverse Repurchase Agreements
The Fund may enter into reverse repurchase agreements as part of
its financial leverage strategy. Under a reverse repurchase agreement, the Fund temporarily transfers possession of a portfolio instrument
to another party, such as a bank or broker-dealer, in return for cash. At the same time, the Fund agrees to repurchase the instrument
at an agreed upon time and price, which reflects an interest payment. Such agreements have the economic effect of borrowings. The Fund
may enter into such agreements when it is able to invest the cash acquired at a rate higher than the cost of the agreement, which would
increase earned income. When the Fund enters into a reverse repurchase agreement, any fluctuations in the market value of either the instruments
transferred to another party or the instruments in which the proceeds may be invested would affect the market value of the Fund's assets.
As a result, such transactions may increase fluctuations in the market value of the Fund's assets. For the year ended May 31, 2022, the
average daily balance for which reverse repurchase agreements were outstanding amounted to $359,541,872. The weighted average interest
rate was 0.51%. As of May 31, 2022 there was $349,432,183 (inclusive of interest payable) in reverse repurchase agreements outstanding.
GOF l GUGGENHEIM STRATEGIC OPPORTUNITIES
FUND ANNUAL REPORT l 91
|
|
NOTES TO FINANCIAL STATEMENTS continued |
May 31, 2022 |
As of May 31, 2022, the Fund had outstanding reverse repurchase
agreements with various counterparties. Details of the reverse repurchase agreements by counterparty are as follows:
|
|
|
|
Counterparty |
Interest Rates |
Maturity Dates |
Face Value |
Barclays Capital, Inc. |
1.30% - 1.78% |
07/11/22 - 08/18/22 |
$ 89,628,389 |
Barclays Capital, Inc. |
(1.50%) - 1.30%* |
Open Maturity |
6,035,935 |
BMO Capital Markets Corp. |
1.50% - 1.65% |
08/05/22 |
26,309,786 |
BMO Capital Markets Corp. |
1.15%* |
Open Maturity |
10,292,572 |
BofA Securities, Inc. |
0.83% |
06/01/22 |
2,075,048 |
Credit Suisse Securities (USA) LLC |
1.75% - 2.00% |
08/18/22 |
32,889,798 |
Credit Suisse Securities (USA) LLC |
(3.00%) - 1.20%* |
Open Maturity |
12,856,859 |
Goldman Sachs & Co. LLC |
(1.50%) - 1.15%* |
Open Maturity |
51,104,261 |
Goldman Sachs & Co. LLC |
1.25% - 1.30% |
07/21/22 |
48,233,501 |
RBC Capital Markets LLC |
1.68% - 2.01% |
08/18/22 |
45,810,023 |
RBC Capital Markets LLC |
1.15% - 1.20%* |
Open Maturity |
19,417,636 |
Societe Generale |
1.30%* |
Open Maturity |
4,778,375 |
Total |
|
|
$ 349,432,183 |
* | | The rate is adjusted periodically by the counterparty, subject to approval by the Adviser,
and is not based upon a set reference rate and spread. Rate indicated is the rate effective as of May 31, 2022. |
The following is a summary of the remaining contractual maturities
of the reverse repurchase agreements outstanding as of May 31, 2022, aggregated by asset class of the related collateral pledged by the
Fund:
|
|
|
|
|
|
|
Overnight |
|
|
Greater than |
|
|
and Continuous |
Up to 30 days |
31-90 days |
90 days |
Total |
Corporate Bonds |
$104,485,638 |
$ — |
$242,871,497 |
$ — |
$347,357,135 |
U.S. Government Securities |
— |
2,075,048 |
— |
— |
2,075,048 |
Total reverse repurchase |
|
|
|
|
|
agreements |
$104,485,638 |
$2,075,048 |
$242,871,497 |
$ — |
$349,432,183 |
Gross amount of recognized |
|
|
|
|
|
liabilities for reverse |
|
|
|
|
|
repurchase agreements |
$104,485,638 |
$2,075,048 |
$242,871,497 |
$ — |
$349,432,183 |
Note 8 – Borrowings
The Fund has entered into an $80,000,000 credit facility agreement
with an approved lender whereby the lender has agreed to provide secured financing to the Fund and the Fund will provide pledged collateral
to the lender. Interest on the amount borrowed is based on the 3-month LIBOR plus 0.85%, and an unused commitment fee of 0.50% is charged
on the difference between the amount available to borrow under the credit facility agreement and the actual amount borrowed. Effective
December 31, 2021, in connection with the merger of Guggenheim Credit Allocation Fund (GGM) and Guggenheim Enhanced Equity Income Fund
(GPM) (the “Target Funds”) with and into GOF, the committed credit facility agreement was amended to increase the maximum
commitment amount to $400,000,000, with the right to request an increase to $800,000,000. On March 26, 2021, the terms of the credit facility
were amended such that interest on the amount borrowed is based on the 1-month LIBOR plus 0.85%, and an unused commitment fee of 0.50%
is charged on the difference between the amount available to borrow under the credit facility agreement and the actual amount borrowed.
92 l GOF l GUGGENHEIM STRATEGIC
OPPORTUNITIES FUND ANNUAL REPORT
|
|
NOTES TO FINANCIAL STATEMENTS continued |
May 31, 2022 |
As of May 31, 2022, there was $128,000,000 outstanding in connection
with the Fund’s credit facility. The average daily amount of borrowings on the credit facility during the year ended May 31, 2022
was $148,752,682 with a related average interest rate of 1.17%. The maximum amount outstanding during the year ended May 31, 2022 was
$248,750,690. As of May 31, 2022, the total value of securities segregated and pledged as collateral in connection with borrowings was
$186,418,712.
The credit facility agreement governing the loan facility includes
usual and customary covenants. These covenants impose on the Fund asset coverage requirements, collateral requirements, investment strategy
requirements, and certain financial obligations. These covenants place limits or restrictions on the Fund’s ability to (i) enter
into additional indebtedness with a party other than the counterparty, (ii) change its fundamental investment policy, or (iii) pledge
to any other party, other than to the counterparty, securities owned or held by the Fund over which the counterparty has a lien. In addition,
the Fund is required to deliver financial information to the counterparty within established deadlines, maintain an asset coverage ratio
(as defined in Section 18(g) of the 1940 Act) greater than 300%, comply with the rules of the stock exchange on which its shares are listed,
and maintain its classification as a “closed-end management investment company” as defined in the 1940 Act.
There is no guarantee that the Fund’s leverage strategy will
be successful. The Fund’s use of leverage may cause the Fund’s NAV and market price of common shares to be more volatile and
can magnify the effect of any losses.
Note 9 – Federal Income Tax Information
The Fund intends to comply with the provisions of Subchapter M of
the Internal Revenue Code applicable to regulated investment companies and will distribute substantially all taxable net investment income
and capital gains sufficient to relieve the Fund from all, or substantially all, federal income, excise and state income taxes. Therefore,
no provision for federal or state income tax or federal excise tax is required.
Tax positions taken or expected to be taken in the course of preparing
the Fund’s tax returns are evaluated to determine whether the tax positions are “more-likely-than-not” of being sustained
by the applicable tax authority. Tax positions not deemed to meet the more-likely-than-not threshold would be recorded as a tax benefit
or expense in the current year. Management has analyzed the Fund’s tax positions taken, or to be taken, on U.S. federal income tax
returns for all open tax years, and has concluded that no provision for income tax is required in the Fund’s financial statements.
The Fund’s U.S. federal income tax returns are subject to examination by the Internal Revenue Service (“IRS”) for a
period of three years after they are filed.
The tax character of distributions paid during the year ended May
31, 2022 was as follows:
|
|
|
|
Ordinary |
Long-Term |
Return |
Total |
Income |
Capital Gain |
of Capital |
Distributions |
$80,613,131 |
$19,376,476 |
$74,986,628 |
$174,976,235 |
GOF l GUGGENHEIM STRATEGIC OPPORTUNITIES
FUND ANNUAL REPORT l 93
|
|
NOTES TO FINANCIAL STATEMENTS continued |
May 31, 2022 |
The tax character of distributions paid during the year ended May
31, 2021 was as follows:
|
|
|
|
Ordinary |
Long-Term |
Return |
Total |
Income |
Capital Gain |
of Capital |
Distributions |
$44,994,676 |
$ — |
$56,227,228 |
$101,221,904 |
Note: For U.S. federal income tax purposes, short-term capital gain
distributions are treated as ordinary income distributions.
The tax components of distributable earnings/(loss) as of May 31,
2022 were as follows:
|
|
|
|
|
Undistributed |
Undistributed |
Net Unrealized |
Accumulated |
|
Ordinary |
Long-Term |
Appreciation |
Capital and |
|
Income |
Capital Gain |
(Depreciation) |
Other Losses |
Total |
$ — |
$ — |
$(79,857,925) |
$(28,253,766) |
$(108,111,691) |
For U.S. federal income tax purposes, capital loss carryforwards
represent realized losses of the Fund that may be carried forward and applied against future capital gains. The Fund is permitted to carry
forward capital losses for an unlimited period and such capital loss carryforwards retain their character as either short-term or long-term
capital losses. As of May 31, 2022, capital loss carryforwards for the Fund were as follows:
|
|
|
|
|
Total |
Unlimited |
Capital Loss |
Short-Term |
Long-Term |
Carryforward |
$ — |
$(25,162,361) |
$(25,162,361)* |
* In accordance with Section 382 of the Internal Revenue Code, a
portion of certain Fund losses are subject to an annual limitation. This annual limitation is generally applicable to all of the capital
loss carryforwards shown with respect to each Fund.
For the year ended May 31, 2022, the following capital loss carryforward
amounts were utilized:
Net investment income and net realized gains (losses) may differ
for financial statement and tax purposes because of temporary or permanent book/tax differences. These differences are primarily due to
investments in partnerships and real estate investment trusts, foreign currency gains and losses, investments in collateralized debt obligations,
losses deferred due to wash sales, paydown losses, the “mark-to-market” of certain derivatives, and the “mark-to-market,”
recharacterization, or disposition of certain Passive Foreign Investment Companies (PFICs). Additional differences include investments
in swap agreements, losses deferred due to straddles, and reclass of distributions. To the extent these differences are permanent and
would require a reclassification between Paid in Capital and Total Distributable Earnings (Loss), such reclassifications are made in the
period that the differences arise. These reclassifications have no effect on net assets or NAV per share.
94 l GOF l GUGGENHEIM STRATEGIC
OPPORTUNITIES FUND ANNUAL REPORT
|
|
NOTES TO FINANCIAL STATEMENTS continued |
May 31, 2022 |
The following adjustments were made on the Statement of Assets and
Liabilities as of May 31, 2022 for permanent book/tax differences:
|
|
|
Total |
Paid In |
Distributable |
Capital |
Earnings/(Loss) |
$33,107,140 |
$(33,107,140) |
At May 31, 2022, the cost of investments for U.S. federal income
tax purposes, the aggregate gross unrealized appreciation for all investments for which there was an excess of value over tax cost and
the aggregate gross unrealized depreciation for all investments for which there was an excess of tax cost over value, were as follows:
|
|
|
|
|
|
|
Net Tax |
|
Tax |
Tax |
Unrealized |
Tax |
Unrealized |
Unrealized |
Appreciation/ |
Cost |
Appreciation |
Depreciation |
(Depreciation) |
$2,009,825,226 |
$89,866,980 |
$(169,794,066) |
$(79,927,086) |
Note 10 – Securities Transactions
For the year ended May 31, 2022, the cost of purchases and proceeds
from sales of investment securities, excluding government securities, short-term investments and derivatives, were as follows:
|
|
Purchases |
Sales |
$824,578,692 |
$863,413,410 |
The Fund is permitted to purchase or sell securities from or to
certain affiliated funds under specified conditions outlined in procedures adopted by the Board. The procedures have been designed to
ensure that any purchase or sale of securities by the Fund from or to another fund or portfolio that is or could be considered an affiliate
by virtue of having a common investment adviser (or affiliated investment advisers), common Trustees and/or common officers complies with
Rule 17a-7 of the 1940 Act. Further, as defined under these procedures, each transaction is effected at the current market price to save
costs, where permissible. For the year ended May 31, 2022, the Fund engaged in purchases and sales of securities, pursuant to Rule 17a-7
of the 1940 Act, as follows:
|
|
|
Purchases |
Sales |
Realized Loss |
$2,522,561 |
$34,394,303 |
$(321,724) |
Note 11 – Unfunded Loan Commitments
Pursuant to the terms of certain loan agreements, the Fund held
unfunded loan commitments as of May 31, 2022. The Fund is obligated to fund these loan commitments at the borrower’s discretion.
The Fund reserves against such contingent obligations by designating cash, liquid securities, illiquid securities, and liquid term loans
as a reserve. As of May 31, 2022, the total amount segregated in connection with unfunded loan commitments and reverse repurchase agreements
was $416,253,767.
GOF l GUGGENHEIM STRATEGIC OPPORTUNITIES
FUND ANNUAL REPORT l 95
|
|
NOTES TO FINANCIAL STATEMENTS continued |
May 31, 2022 |
The unfunded loan commitments as of May 31, 2022, were as follows:
|
|
|
|
Borrower |
Maturity Date |
Face Amount* |
Value |
Alexander Mann |
12/16/2024 |
GBP 714,281 |
$ 45,045 |
Boyd Corp. |
07/24/2026 |
1,500,000 |
50,625 |
Care BidCo |
05/04/2028 |
EUR 794,304 |
71,862 |
Confluent Health LLC |
11/30/2028 |
325,133 |
13,005 |
FR Refuel LLC |
11/08/2028 |
933,333 |
28,000 |
Galls LLC |
01/31/2024 |
9,422 |
341 |
Higginbotham Insurance Agency, Inc. |
11/25/2026 |
1,514,739 |
16,943 |
Integrated Power Services Holdings, Inc. |
11/22/2028 |
685,366 |
6,854 |
KKR Core Holding Company LLC |
07/15/2031 |
1,740,000 |
– |
Lightning A |
03/01/2037 |
16,536,000 |
– |
Lightning B |
03/01/2037 |
2,106,000 |
– |
Manscaped, Inc. |
– |
763,600 |
– |
MB2 Dental Solutions LLC |
01/29/2027 |
423,933 |
6,588 |
Polaris Newco LLC |
06/04/2026 |
2,240,000 |
224,644 |
Pro Mach Group, Inc. |
08/31/2028 |
135,335 |
4,813 |
RLDatix |
04/27/2026 |
2,040,083 |
9,850 |
SCHUR Flexibles GmbH |
11/01/2022 |
EUR 446,429 |
– |
SCP Eye Care Services LLC |
03/16/2028 |
400,567 |
17,024 |
Secretariat Advisors LLC |
12/29/2028 |
600,000 |
9,000 |
Service Logic Acquisition, Inc. |
10/29/2027 |
113,209 |
5,094 |
SHO Holding I Corp. |
04/27/2024 |
166,000 |
11,205 |
The Facilities Group |
11/30/2027 |
1,442,744 |
14,453 |
Thunderbird A |
03/01/2037 |
16,960,000 |
– |
Thunderbird B |
03/01/2037 |
1,917,000 |
– |
Vertical (TK Elevator) |
01/29/2027 |
EUR 1,414,721 |
120,370 |
|
|
|
$ 655,716 |
* The face amount is denominated in U.S. dollars unless otherwise
indicated.
EUR – Euro
GBP – British Pound
96 l GOF l GUGGENHEIM STRATEGIC
OPPORTUNITIES FUND ANNUAL REPORT
|
|
NOTES TO FINANCIAL STATEMENTS continued |
May 31, 2022 |
Note 12 – Restricted Securities
The securities below are considered illiquid and restricted under
guidelines established by the Board:
|
|
|
|
Restricted Securities |
Acquisition Date |
Cost |
Value |
Atlas Mara Ltd. |
|
|
|
due 12/31/211 |
10/01/15 |
$ 2,186,657 |
$ 1,573,000 |
Basic Energy Services, Inc. |
|
|
|
due 10/15/231 |
09/25/18 |
1,067,190 |
43,000 |
CBC Insurance Revenue Securitization LLC |
|
|
|
2016-1, 5.25% due 07/15/46 |
08/09/19 |
298,081 |
258,825 |
Freddie Mac Military Housing |
|
|
|
Bonds Resecuritization |
|
|
|
Trust Certificates |
|
|
|
2015-R1, 5.94% (WAC) due 11/25/522 |
09/10/19 |
3,518,997 |
3,170,569 |
Mirabela Nickel Ltd. |
|
|
|
due 06/24/191 |
12/31/13 |
2,341,590 |
133,400 |
Schahin II Finance Co. SPV Ltd. |
|
|
|
due 09/25/221 |
01/08/14 |
1,178,715 |
30,403 |
|
|
$ 10,591,230 |
$ 5,209,197 |
1 | | Security is in default of interest and/or principal obligations. |
2 | | Variable rate security. Rate indicated is the rate effective at May 31, 2022. In some instances,
the effective rate is limited by a minimum rate floor or a maximum rate cap established by the issuer. The settlement status of a position
may also impact the effective rate indicated. In some cases, a position may be unsettled at period end and may not have a stated effective
rate. In instances where multiple underlying reference rates and spread amounts are shown, the effective rate is based on a weighted
average. |
Note 13 – Mergers
On October 25, 2021, the Mergers of Guggenheim Enhanced Equity Income
Fund (GPM) and Guggenheim Credit Allocation Fund (GGM) (the “Target Funds”) with and into GOF (the “Acquiring Fund”)
were completed (each, a “Merger” and together, the “Mergers”).
In the Mergers, common shareholders of GPM and GGM, respectively,
received newly-issued GOF common shares in tax- free transactions having an aggregate net asset value equal to the aggregate net asset
value of their holdings of GPM and/or GGM common shares, as applicable, as determined at the close of business on October 22, 2021. Relevant
details pertaining to the Mergers are as follows:
|
|
|
Fund |
NAV/Share ($) |
Conversion Ratio |
Guggenheim Strategic Opportunities Fund (GOF) |
$16.82 |
N/A |
Guggenheim Credit Allocation Fund (GGM) |
$18.89 |
1.12334682 |
Guggenheim Enhanced Equity Income Fund (GPM) |
$ 8.88 |
0.52792920 |
GOF l GUGGENHEIM STRATEGIC OPPORTUNITIES
FUND ANNUAL REPORT l 97
|
|
NOTES TO FINANCIAL STATEMENTS continued |
May 31, 2022 |
Investments
The cost, fair value and net unrealized appreciation (depreciation)
of the investments of the Target Funds as of the date of the Mergers, were as follows:
|
|
|
Target Funds – Prior to Mergers |
GGM |
GPM |
Cost of unaffiliated investments |
$306,647,641 |
$476,112,858 |
Fair value of unaffiliated investments |
$309,306,828 |
$620,925,002 |
Net unrealized appreciation (depreciation) on unaffiliated investments |
$ 2,659,187 |
$144,812,144 |
Cost of affiliated investments |
$ 34,202 |
$ – |
Fair value of affiliated investments |
$ 125,061 |
$ – |
Net unrealized appreciation (depreciation) on affiliated investments |
$ 90,859 |
$ – |
Premiums received on options written |
$ (33,778) |
$ (8,803,701) |
Fair value of options written |
$ (49,820) |
$ (16,184,230) |
Net unrealized appreciation (depreciation) on options written |
$ (16,042) |
$ (7,380,529) |
Net unrealized appreciation (depreciation) on forward foreign |
|
|
currency exchange contracts |
$ (30,383) |
$ – |
Net unrealized appreciation (depreciation) on foreign |
|
|
currency translations |
$ 15 |
$ – |
Common Shares
The common shares outstanding, net assets applicable to common shares
and NAV per common share outstanding immediately before and after the Mergers were as follows:
|
|
|
Target Funds – Prior to Mergers |
GGM |
GPM |
Common shares outstanding |
11,353,737 |
48,390,478 |
Net assets applicable to common shares |
$214,497,022 |
$429,639,477 |
NAV per common share |
$ 18.89 |
$ 8.88 |
|
Acquiring Fund – Prior to Mergers |
|
GOF |
Common shares outstanding |
|
55,585,735 |
Net assets applicable to common shares |
|
$934,828,474 |
NAV per common share |
|
$ 16.82 |
Acquiring Fund – Post Mergers |
|
GOF |
Common shares outstanding |
|
93,886,666 |
Net assets applicable to common shares |
|
$1,578,964,974 |
NAV per common share |
|
$ 16.82 |
Cost and Expenses
In connection with the Mergers, the Target Funds and the Acquiring
Fund did not incur any costs or expenses. All costs were paid by the Adviser.
98 l GOF l GUGGENHEIM STRATEGIC
OPPORTUNITIES FUND ANNUAL REPORT
NOTES TO FINANCIAL STATEMENTS continued |
May 31, 2022 |
Pro Forma Results of Operations
Assuming the acquisition had been completed on June 1, 2021, the
beginning of the fiscal reporting period of the Fund, the pro forma results of operations for the year ended May 31, 2022, are as follows:
|
|
Acquiring Fund – Pro Forma Results from Operations |
GOF |
Net investment income (loss) |
$ 69,025,370 |
Net realized and unrealized gains (loss) |
$(155,088,662) |
Change in net assets resulting from operations |
$ (86,063,292) |
Because the combined investment portfolios have been managed as
a single integrated portfolio since the acquisition was completed, it is not practicable to separate the amounts of revenue and earnings
of GGM and GPM that have been included in the Fund’s Statement of Operations since October 25, 2021.
Note 14 – Capital
Common Shares
The Fund has an unlimited amount of common shares, $0.01 par value,
authorized and 104,149,415 shares issued and outstanding.
Transactions in common shares were as follows:
|
Year Ended |
Year Ended |
|
May 31, 2022 |
May 31, 2021 |
Beginning shares |
51,503,912 |
42,426,020 |
Shares issues through at-the-market offering |
13,248,243 |
8,462,066 |
Shares issues through dividend reinvestment |
1,096,329 |
615,826 |
Shares issued in fund Mergers |
38,300,931 |
– |
Ending shares |
104,149,415 |
51,503,912 |
On September 20, 2021, the Fund's shelf registration allowing for
delayed or continuous offering of additional shares became effective. The shelf registration statement allows for the issuance of up to
$700,000,000 of common shares. The Fund entered into an at-the-market sales agreement with Cantor Fitzgerald & Co. on July 1, 2019,
as amended, to offer and sell common shares having an aggregated initial offering price of up to $374,537,331, from time to time, through
Cantor Fitzgerald & Co. as agent for the Fund.
As of May 31, 2022, up to $179,931,774 remained available under
the at-the-market sales agreement. For the year ended May 31, 2022, the Fund paid $494,443 for offering costs associated with the at-the
market offering, and will be responsible for additional offering costs in the future of up to 0.60% of the offering price of commons shares
sold pursuant to the shelf registration statement.
Note 15 – COVID-19 and Other Market Risks
The COVID-19 pandemic and the recovery response has caused and continues
to cause at times reduced consumer demand and economic output, supply chain disruptions, market closures, travel restrictions, quarantines,
and disparate global vaccine distributions. As with other serious economic
GOF l GUGGENHEIM STRATEGIC OPPORTUNITIES
FUND ANNUAL REPORT l 99
|
|
NOTES TO FINANCIAL STATEMENTS continued |
May 31, 2022 |
disruptions, governmental authorities and regulators have responded
in recent years to this situation with significant fiscal and monetary policy changes. These included providing direct capital infusions
into companies, introducing new monetary programs, and lowering interest rates. In some cases, these responses resulted in high inflation,
low interest rates, and negative interest rates (which have since risen). Recently, the United States and other governments have also
made investments and engaged in infrastructure modernization projects that have also increased public debt and spending. These actions,
including their 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. These actions also contribute to a risk that asset prices have a high degree of correlation
across markets and asset classes. The duration and extent of COVID-19 over the long term cannot be reasonably estimated at this time.
The ultimate impact of COVID-19 and the extent to which COVID-19 impacts the Fund will depend on future developments, which are highly
uncertain and difficult to predict.
The value of, or income generated by, the investments held by the
Fund are subject to the possibility of rapid and unpredictable fluctuation, and loss. These movements may result from factors affecting
individual companies, or from broader influences, including real or perceived changes in prevailing interest rates (which have since risen
and may continue to rise), changes in inflation rates or expectations about inflation rates (which are currently elevated relative to
normal conditions), adverse investor confidence or sentiment, changing economic, political (including geopolitical), social or financial
market conditions, increased instability or general uncertainty, environmental disasters, governmental actions, public health emergencies
(such as the spread of infectious diseases, pandemics and epidemics), debt crises, actual or threatened wars or other armed conflicts
(such as the current Russia-Ukraine conflict and its risk of expansion or collateral economic and other effects) or ratings downgrades,
and other similar events, each of which may be temporary or last for extended periods. Moreover, changing economic, political, geopolitical,
social, financial market or other 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 and economies, markets and issuers generally because of the
increasingly interconnected global economies and financial markets.
Note 16 –Subsequent Events
The Fund evaluated subsequent events through the date the financial
statements were available for issue and determined there were no material events that would require adjustment to or disclosure in the
Fund’s financial statements.
100 l GOF l GUGGENHEIM STRATEGIC
OPPORTUNITIES FUND ANNUAL REPORT
|
|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM |
May 31, 2022 |
To the Shareholders and Board of Trustees of Guggenheim Strategic
Opportunities Fund
Trustees
The Trustees of the Guggenheim Strategic Opportunities Fund and
their principal occupations during the past five years:
|
Position(s) |
Term
of Office |
|
Number
of |
|
|
Held |
and
Length |
|
Portfolios
in |
|
Name,
Address* |
with |
of
Time |
Principal
Occupation(s) |
Fund
Complex |
Other
Directorships |
and
Year of Birth |
Trust |
Served** |
During
Past Five Years |
Overseen |
Held
by Trustees*** |
Independent
Trustees: |
|
|
|
|
Randall
C. Barnes |
Trustee
and |
Since
2007 |
Current:
Private Investor (2001-present). |
155 |
Current:
Advent Convertible and Income |
(1951) |
Chair
of the |
(Trustee)
Since |
|
|
Fund
(2005-present); Purpose |
|
Valuation |
2020
(Chair of |
Former:
Senior Vice President and Treasurer, PepsiCo, Inc. (1993-1997); |
|
Investments
Funds (2013-present). |
|
Oversight |
the
Valuation |
President,
Pizza Hut International (1991-1993); Senior Vice President, |
|
|
|
Committee |
Oversight |
Strategic
Planning and New Business Development, PepsiCo, Inc. |
|
Former:
Fiduciary/Claymore Energy |
|
|
Committee) |
(1987-1990). |
|
Infrastructure
Fund (2004-March 2022); |
|
|
|
|
|
Guggenheim
Enhanced Equity Income |
|
|
|
|
|
Fund
(2005-2021); Guggenheim Credit |
|
|
|
|
|
Allocation
Fund (2013-2021). |
108 l GOF l GUGGENHEIM
STRATEGIC OPPORTUNITIES FUND ANNUAL REPORT
|
|
OTHER INFORMATION (Unaudited) continued |
May 31, 2022 |
|
|
|
|
|
|
|
Position(s) |
Term
of Office |
|
Number
of |
|
|
Held |
and
Length |
|
Portfolios
in |
|
Name,
Address* |
with |
of
Time |
Principal
Occupation(s) |
Fund
Complex |
Other
Directorships |
and
Year of Birth |
Trust |
Served** |
During
Past Five Years |
Overseen |
Held
by Trustees*** |
Independent
Trustees continued: |
|
|
|
|
Angela
Brock-Kyle |
Trustee |
Since
2019 |
Current:
Founder and Chief Executive Officer, B.O.A.R.D.S. (2013-present). |
154 |
Current:
Bowhead Insurance GP, LLC |
(1959) |
|
|
|
|
(2020-present);
Hunt Companies, Inc. |
|
|
|
Former:
Senior Leader, TIAA (1987-2012). |
|
(2019-present). |
|
|
|
|
|
|
Former:
Fiduciary/Claymore Energy |
|
|
|
|
|
Infrastructure
Fund (2019-March 2022); |
|
|
|
|
|
Guggenheim
Enhanced Equity Income |
|
|
|
|
|
Fund
(2019-2021); Guggenheim Credit |
|
|
|
|
|
Allocation
Fund (2019-2021); Infinity |
|
|
|
|
|
Property
& Casualty Corp. (2014-2018). |
Thomas
F. Lydon, Jr. |
Trustee
and |
Since
2019 |
Current:
President, Global Trends Investments (1996-present); Chief |
154 |
Current:
US Global Investors, Inc. |
(1960) |
Chair
of the |
(Trustee)
Since |
Executive
Officer, ETF Flows, LLC (2019-present); Chief Executive Officer, |
|
(GROW)
(1995-present). |
|
Contracts |
2020
(Chair of |
Lydon
Media (2016-present); Director, GDX Index Partners, LLC |
|
|
|
Review |
the
Contracts |
(2021-present);
Vice Chairman, VettaFi (2022-present). |
|
Former:
Fiduciary/Claymore Energy |
|
Committee |
Review |
|
|
Infrastructure
Fund (2019-March 2022); |
|
|
Committee) |
|
|
Guggenheim
Enhanced Equity Income |
|
|
|
|
|
Fund
(2019-2021); Guggenheim Credit |
|
|
|
|
|
Allocation
Fund (2019-2021); Harvest |
|
|
|
|
|
Volatility
Edge Trust (3) (2017-2019). |
GOF l GUGGENHEIM STRATEGIC OPPORTUNITIES
FUND ANNUAL REPORT l 109
|
|
OTHER INFORMATION (Unaudited) continued |
May 31, 2022 |
|
|
|
|
|
|
|
Position(s) |
Term
of Office |
|
Number
of |
|
|
Held |
and
Length |
|
Portfolios
in |
|
Name,
Address* |
with |
of
Time |
Principal
Occupation(s) |
Fund
Complex |
Other
Directorships |
and
Year of Birth |
Trust |
Served** |
During
Past Five Years |
Overseen |
Held
by Trustees*** |
Independent
Trustees continued: |
|
|
|
|
Ronald
A. Nyberg |
Trustee
and |
Since
2007 |
Current:
Of Counsel, Momkus LLP (2016-present). |
155 |
Current:
Advent Convertible and Income |
(1953) |
Chair
of the |
|
|
|
Fund
(2005-present); PPM Funds (2) |
|
Nominating |
|
Former:
Partner, Nyberg & Cassioppi, LLC (2000-2016); Executive Vice |
|
(2018-present);
NorthShore-Edward- |
|
and
Governance |
|
President,
General Counsel, and Corporate Secretary, Van Kampen |
|
Elmhurst
Healthcare System |
|
Committee |
|
Investments
(1982-1999). |
|
(2012-present). |
|
|
|
|
|
|
Former:
Fiduciary/Claymore Energy |
|
|
|
|
|
Infrastructure
Fund (2004-March 2022); |
|
|
|
|
|
Guggenheim
Enhanced Equity Income |
|
|
|
|
|
Fund
(2005-2021); Guggenheim Credit |
|
|
|
|
|
Allocation
Fund (2013-2021); Western |
|
|
|
|
|
Asset
Inflation-Linked Opportunities & |
|
|
|
|
|
Income
Fund (2004-2020); Western |
|
|
|
|
|
Asset
Inflation-Linked Income Fund |
|
|
|
|
|
(2003-2020). |
Sandra
G. Sponem |
Trustee
and |
Since
2019 |
Current:
Retired. |
154 |
Current:
SPDR Series Trust (81) (2018- |
(1958) |
Chair
of the |
(Trustee)
Since |
|
|
present);
SPDR Index Shares Funds (30) |
|
Audit |
2020
(Chair of |
Former:
Senior Vice President and Chief Financial Officer, M.A. |
|
(2018-present);
SSGA Active Trust (14) |
|
Committee |
the
Audit |
Mortenson-Companies,
Inc. (2007-2017). |
|
(2018-present). |
|
|
Committee) |
|
|
|
|
|
|
|
|
Former:
Fiduciary/Claymore Energy |
|
|
|
|
|
Infrastructure
Fund (2004-March 2022); |
|
|
|
|
|
Guggenheim
Enhanced Equity Income |
|
|
|
|
|
Fund
(2019-2021); Guggenheim Credit |
|
|
|
|
|
Allocation
Fund (2019-2021); SSGA |
|
|
|
|
|
Master
Trust (1) (2018-2020). |
110 l GOF l GUGGENHEIM
STRATEGIC OPPORTUNITIES FUND ANNUAL REPORT
|
|
OTHER INFORMATION (Unaudited) continued |
May 31, 2022 |
|
|
|
|
|
|
|
Position(s) |
Term
of Office |
|
Number
of |
|
|
Held |
and
Length |
|
Portfolios
in |
|
Name,
Address* |
with |
of
Time |
Principal
Occupation(s) |
Fund
Complex |
Other
Directorships |
and
Year of Birth |
Trust |
Served** |
During
Past Five Years |
Overseen |
Held
by Trustees*** |
Independent
Trustees continued: |
|
|
|
|
Ronald
E. Toupin, Jr. |
Trustee, |
Since
2007 |
Current:
Portfolio Consultant (2010-present); Member, Governing Council, |
154 |
Former:
Fiduciary/Claymore Energy |
(1958) |
Chair
of the |
|
Independent
Directors Council (2013-present); Governor, Board of Governors, |
|
Infrastructure
Fund (2004-March 2022); |
|
Board
and |
|
Investment
Company Institute (2018-present). |
|
Guggenheim
Enhanced Equity Income |
|
Chair
of the |
|
|
|
Fund
(2005-2021); Guggenheim Credit |
|
Executive |
|
Former:
Member, Executive Committee, Independent Directors Council |
|
Asset
Inflation-Linked Opportunities & |
|
Committee |
|
(2016-2018);
Vice President, Manager and Portfolio Manager, Nuveen Asset |
|
Income
Fund (2004-2020); Western |
|
|
|
Management
(1998-1999); Vice President, Nuveen Investment Advisory Corp. |
|
Asset
Inflation-Linked Income Fund |
|
|
|
(1992-1999);
Vice President and Manager, Nuveen Unit Investment Trusts |
|
(2003-2020). |
|
|
|
(1991-1999);
and Assistant Vice President and Portfolio Manager, Nuveen |
|
|
|
|
|
Unit Investment Trusts (1988-1999), each of John Nuveen &
Co., Inc. (1982-1999). |
GOF l GUGGENHEIM STRATEGIC OPPORTUNITIES
FUND ANNUAL REPORT l 111
|
|
OTHER INFORMATION (Unaudited) continued |
May 31, 2022 |
|
|
|
|
|
|
|
Position(s) |
Term
of Office |
|
Number
of |
|
|
Held |
and
Length |
|
Portfolios
in |
|
Name,
Address* |
with |
of
Time |
Principal
Occupation(s) |
Fund
Complex |
Other
Directorships |
and
Year of Birth |
Trust |
Served** |
During
Past Five Years |
Overseen |
Held
by Trustees*** |
Interested
Trustee: |
|
|
|
|
|
Amy
J. Lee**** |
Trustee, |
Since
2018 |
Current:
Interested Trustee, certain other funds in the Fund Complex |
154 |
Former:
Fiduciary/Claymore Energy |
(1961) |
Vice
President |
(Trustee)
Since |
(2018-present);
Chief Legal Officer, certain other funds in the Fund Complex |
|
Infrastructure
Fund (2018-March 2022); |
|
and
Chief |
Legal
Officer) |
(2014-present);
Vice President, certain other funds in the Fund Complex |
|
Guggenheim
Enhanced Equity Income |
|
Legal
Officer |
Since
2012 |
(2007-present);
Senior Managing Director, Guggenheim Investments |
|
Fund
(2018-2021); Guggenheim Credit |
|
|
(Vice
President) |
(2012-present). |
|
Allocation
Fund (2018-2021). |
|
|
|
|
Former:
President and Chief Executive Officer, certain other funds in the |
|
|
|
|
|
Fund
Complex (2017-2019); Vice President, Associate General Counsel and |
|
|
|
|
|
Assistant
Secretary, Security Benefit Life Insurance Company and Security |
|
|
|
|
|
Benefit
Corporation (2004-2012). |
|
|
* | | The business address
of each Trustee is c/o Guggenheim Investments, 227 West Monroe Street, Chicago, Illinois
60606. |
** | | 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 two year term concurrent
with the class of Trustees for which he or she serves. |
- Messrs. Nyberg, Lydon, Jr., Toupin, Jr. and Ms. Sponem
are Class II Trustees. Class II Trustees are expected to stand for re-election at the Fund’s annual meeting of shareholders for
the fiscal year ended May 31, 2023.
- Mr. Barnes and Mses. Lee and Brock-Kyle are Class I Trustees.
Class I Trustees are expected to stand for re-election at the Fund’s annual meeting of share holders for the fiscal year ended
May 31, 2024.
*** | | Each Trustee also serves
on the Boards of Trustees of Guggenheim Funds Trust, Guggenheim Variable Funds Trust, Guggenheim
Strategy Funds Trust, Guggen heim Taxable Municipal Bond & Investment Grade Debt Trust,
Guggenheim Energy & Income Fund, Guggenheim Active 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. |
**** | | 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 Adviser and/or the parent of the Adviser. |
112 l GOF l GUGGENHEIM
STRATEGIC OPPORTUNITIES FUND ANNUAL REPORT
|
|
OTHER INFORMATION (Unaudited) continued |
May 31, 2022 |
Officers
The Officers of the Guggenheim Strategic Opportunities Fund and
their principal occupations during the past five years:
|
|
|
|
|
Position(s) |
|
|
|
Held |
Term
of Office |
|
Name,
Address* |
with |
and
Length of |
|
and
Year of Birth |
Trust |
Time
Served** |
Principal
Occupation(s) During Past Five Years |
Officers: |
|
|
|
Brian
E. Binder |
President |
Since
2018 |
Current:
President and Chief Executive Officer, certain other funds in the Fund Complex (2018-present); President, Chief Executive Officer
and |
(1972) |
and
Chief |
|
Chairman
of the Board of Managers, Guggenheim Funds Investment Advisors, LLC (2018-present); President and Chief Executive Officer, |
|
Executive |
|
Security
Investors, LLC (2018-present); Board Member of Guggenheim Partners Fund Management (Europe) Limited (2018-present); Senior |
|
Officer |
|
Managing
Director and President of Mutual Funds Boards, Guggenheim Investments (2018-present). |
|
|
|
|
Former:
Managing Director and President, Deutsche Funds, and Head of US Product, Trading and Fund Administration, Deutsche Asset |
|
|
|
Management
(2013-2018); Managing Director, Head of Business Management and Consulting, Invesco Ltd. (2010-2012). |
Joanna
M. Catalucci |
Chief |
Since
2012 |
Current:
Chief Compliance Officer, certain other funds in the Fund Complex (2012-present); Senior Managing Director, Guggenheim Investments |
(1966) |
Compliance |
|
(2014-present). |
|
Officer |
|
|
|
|
|
Former:
AML Officer, certain other funds in the Fund Complex (2016-2017); Chief Compliance Officer and Secretary certain other funds in the |
|
|
|
Fund
Complex (2008-2012); Senior Vice President and Chief Compliance Officer, Security Investor, LLC and certain affiliates (2010-2012);
Chief |
|
|
|
Compliance
Officer and Senior Vice President, Rydex Advisors, LLC and certain affiliates (2010-2011). |
James
M. Howley |
Assistant |
Since
2006 |
Current:
Managing Director, Guggenheim Investments (2004-present); Assistant Treasurer, certain other funds in the Fund Complex |
(1972) |
Treasurer |
|
(2006-present). |
|
|
|
|
Former:
Manager, Mutual Fund Administration of Van Kampen Investments, Inc. (1996-2004). |
Mark
E. Mathiasen |
Secretary |
Since
2008 |
Current:
Secretary, certain other funds in the Fund Complex (2007-present); Managing Director, Guggenheim Investments (2007-present). |
(1978) |
|
|
|
Glenn
McWhinnie |
Assistant |
Since
2016 |
Current:
Vice President, Guggenheim Investments (2009-present); Assistant Treasurer, certain other funds in the Fund Complex (2016-present). |
(1969) |
Treasurer |
|
|
GOF l GUGGENHEIM
STRATEGIC OPPORTUNITIES FUND ANNUAL REPORT l 113
|
|
OTHER INFORMATION (Unaudited) continued |
May 31, 2022 |
|
|
|
|
|
Position(s) |
|
|
|
Held |
Term
of Office |
|
Name,
Address* |
with |
and
Length of |
|
and
Year of Birth |
Trust |
Time
Served** |
Principal
Occupation(s) During Past Five Years |
Officers
continued: |
|
|
|
Michael
P. Megaris |
Assistant |
Since
2014 |
Current:
Assistant Secretary, certain other funds in the Fund Complex (2014-present); Director, Guggenheim Investments (2012-present). |
(1984) |
Secretary |
|
|
Kimberly
J. Scott |
Assistant |
Since
2012 |
Current:
Director, Guggenheim Investments (2012-present); Assistant Treasurer, certain other funds in the Fund Complex (2012-present). |
(1974) |
Treasurer |
|
|
|
|
|
Former:
Financial Reporting Manager, Invesco, Ltd. (2010-2011); Vice President/Assistant Treasurer, Mutual Fund Administration for Van Kampen |
|
|
|
Investments,
Inc./Morgan Stanley Investment Management (2009-2010); Manager of Mutual Fund Administration, Van Kampen Investments, |
|
|
|
Inc./Morgan
Stanley Investment Management (2005-2009). |
Bryan
Stone |
Vice
President |
Since
2014 |
Current:
Vice President, certain other funds in the Fund Complex (2014-present); Managing Director, Guggenheim Investments (2013-present). |
(1979) |
|
|
|
|
|
|
Former:
Senior Vice President, Neuberger Berman Group LLC (2009-2013); Vice President, Morgan Stanley (2002-2009). |
John
L. Sullivan |
Chief
Financial |
Since
2010 |
Current:
Chief Financial Officer, Chief Accounting Officer and Treasurer, certain other funds in the Fund Complex (2010-present); Senior |
(1955) |
Officer,
Chief |
|
Managing
Director, Guggenheim Investments (2010-present). |
|
Accounting |
|
|
|
Officer
and |
|
Former:
Managing Director and Chief Compliance Officer, each of the funds in the Van Kampen Investments fund complex (2004-2010); |
|
Treasurer |
|
Managing
Director and Head of Fund Accounting and Administration, Morgan Stanley Investment Management (2002-2004); Chief Financial |
|
|
|
Officer
and Treasurer, Van Kampen Funds (1996-2004). |
Jon
Szafran |
Assistant |
Since
2017 |
Current:
Director, Guggenheim Investments (2017-present); Assistant Treasurer, certain other funds in the Fund Complex (2017-present). |
(1989) |
Treasurer |
|
|
|
|
|
Former:
Assistant Treasurer of Henderson Global Funds and Manager of US Fund Administration, Henderson Global Investors (North America) |
|
|
|
Inc.
(HGINA), (2017); Senior Analyst of US Fund Administration, HGINA (2014–2017); Senior Associate of Fund Administration, Cortland
Capital |
|
|
|
Market
Services, LLC (2013-2014); Experienced Associate, PricewaterhouseCoopers LLP (2012-2013). |
* | | The
business address of each officer is c/o Guggenheim Investments, 227 West Monroe Street, Chicago, Illinois 60606.
|
** | | Each officer serves
an indefinite term, until his or her successor is duly elected and qualified. |
114 l GOF l GUGGENHEIM
STRATEGIC OPPORTUNITIES FUND ANNUAL REPORT
|
|
APPROVAL OF ADVISORY AGREEMENTS – GUGGENHEIM |
|
STRATEGIC OPPORTUNITIES FUND (GOF) (Unaudited) |
May 31, 2022 |
Report of the Guggenheim Strategic Opportunities Fund (GOF) Contracts
Review Committee
Guggenheim Strategic Opportunities 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 a “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 “GPIM Sub-Advisory Agreement” and together with the
Investment Advisory Agreement, the “Current 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, manages the Fund’s financial
leverage (borrowing) strategy and makes and executes recommendations for the purchase and sale of securities for the Fund.
Each of the Current 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. At meetings held in person on April 19, 2022 (the “April Meeting”) and on
May 24-25, 2022 (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 Current Advisory Agreements
in connection with the Committee’s annual contract review schedule.
At a meeting held by videoconference on April 29, 2022 (the “Special
Meeting”), the Board met to consider a new sub-advisory agreement with Guggenheim Partners Advisors, LLC (“GPA” or a
“Sub-Adviser”) for the Fund (the “GPA Sub-Advisory Agreement”).1 Under the GPA Sub-Advisory
1
|
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 re- newing 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 April 29, 2022. The Board, including the Independent Trustees, relied on this relief in voting to approve the GPA Sub-Advisory Agreement at the Special Meeting. |
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Agreement, GPA assists GFIA and GPIM in the direction and supervision
of the investment strategy of the Fund. At the Special Meeting, the Board approved the GPA Sub-Advisory Agreement for an annual term.
At the May Meeting, the Committee also considered a renewal of the GPA Sub-Advisory Agreement so that it would have a consistent term
with the Current Advisory Agreements. (The GPA Sub-Advisory Agreement along with the GPIM Sub-Advisory Agreement are referred to hereafter
as the “Sub-Advisory Agreements” and the Current Advisory Agreements along with the GPA Sub-Advisory Agreement are referred
to hereafter as the “Advisory Agreements.”)
As part of its process of reviewing the Advisory Agreements, 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 approval or 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 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 presentations at the April Meeting, the
May Meeting and the Special 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 GPA Sub-Advisory Agreement and 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 has delegated certain portfolio management responsibilities to the Sub-Advisers, as
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affiliated companies, the Adviser and Sub-Advisers 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 a Sub-Adviser on the other, as well as the risks assumed by each party, cannot be ascribed to distinct legal entities. For
example, the Committee noted as of March 31, 2022, both GFIA and GPIM had entered into a Macroeconomic Services Agreement, at no fee,
with GPA which, as noted above, is a Guggenheim affiliate, to receive certain global and sector macroeconomic analysis and insight along
with other guidance.2 As a result, in evaluating the services provided to the Fund the Committee did not separately consider
the contributions under the Investment Advisory Agreement and Sub-Advisory Agreements.
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 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 regulatory, operational, legal and entrepreneurial 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.
2 | | 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
the Advisory Agreements. |
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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, the May Meeting and the Special 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 July 27, 2007 and its investment objective is to maximize 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 ten-year, five-year, three-year, one-year and three-month periods ended December 31, 2021, as well as total return
based on NAV since inception. The Committee also received certain updated performance information as of March 31, 2022 and April 30, 2022.
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 that generally invests greater than 10% in at least two of the following
three investment categories: corporate bonds, asset-backed securities and bank loans, but excludes funds: (i) with generally less than
20% financial leverage; (ii) that generally invest at least 80% in one asset class, sector or country; (iii) that generally invest less
than 50% in credit securities; (iv) that generally invest less than 80% in the U.S.; and (v) that generally invest less than 60% in below
investment grade securities. The Committee noted that the peer group of funds consists of 8 other multi-sector bond closed-end funds,
with 3 of 8 peers belonging to the same large fund family. The Committee also considered that the peer group of 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
1st percentile of its peer group of funds on an NAV basis for the five-year, three-year and one-year periods ended December 31, 2021.
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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, 2022, the Fund has
consistently outperformed its benchmark and delivered returns ranking in or near the top quartile of its peer group over all relevant
periods. The Committee also noted Guggenheim’s statement that, as of January 31, 2022, the Fund’s risk metrics have generally
been lower than those of its peers, with the exception of the past one year, and that the Fund’s risk-adjusted returns have generally
ranked in the top decile or top 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, 2021, 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, 2021 and annualized for the three-year and since-inception periods ended December 31, 2021. The Committee noted that the merger of
Guggenheim Enhanced Equity Income Fund and Guggenheim Credit Allocation Fund with and into GOF in October 2021 may have had an impact
to the cost and aggregate leverage outstanding for GOF as of December 31, 2021.
Based on the foregoing, and based on other information received
(both oral and written) at the April Meeting, the May Meeting, and the Special 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 fees paid to the Sub-Advisers) 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 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
3 | | Contractual advisory fee rankings represent the percentile ranking of the Fund’s contractual
advisory fee relative to peers assuming that the contractual advisory fee for each fund in the peer group is calculated on the basis
of the Fund’s average managed assets. |
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. |
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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 (50th 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 second
quartile (50th percentile) of its peer group. The Committee took into account Guggenheim’s unique investment strategy for the Fund,
which is to combine a credit managed fixed-income portfolio with access to a diversified pool of alternative investments and equity strategies.
As part of its evaluation of the Fund’s advisory fee, the
Committee considered how such fee compared to the advisory fee charged by Guggenheim to one or more other clients that it manages pursuant
to similar investment strategies, noting that, in certain instances, Guggenheim charges a lower advisory fee to such other clients. In
this connection, the Committee considered, among other things, Guggenheim’s representations about the significant differences between
managing registered funds as compared to other types of accounts and differences between managing a closed-end fund as compared to an
open-end fund. The Committee also considered Guggenheim’s explanation that lower fees are charged in certain instances due to various
other factors, including the scope of contract, type of investors, differences in fee structure, applicable legal, governance and capital
structures, tax status and historical pricing reasons. In addition, the Committee took into account Guggenheim’s discussion of the
regulatory, operational, legal and entrepreneurial risks involved with the Fund as compared to other types of accounts. The Committee
concluded that the information it received demonstrated that the aggregate services provided to, and the specific circumstances of, the
Fund were sufficiently different from the services provided to, or the specific circumstances of, other clients, respectively, with similar
investment strategies and/or the risks borne by Guggenheim were sufficiently greater than those associated with managing other clients
with similar investment strategies to support the difference in fees.
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, 2021, 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, 2020. 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.
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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 took into account Guggenheim’s representation 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, the May Meeting and the Special 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.
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 considered that the Adviser’s
research intensive investment strategy for the Fund required greater resources as the size of the Fund increased and took into account
Guggenheim’s belief that given the relative size of the Fund, breakpoints are not 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
at the median of its peer group.
Based on the foregoing, and based on other information received
(both oral and written) at the April Meeting, the May Meeting and the Special Meeting, as well as other considerations, the Committee
concluded that the Fund’s advisory fee was reasonable.
Sub-Advisory Agreements
Nature, Extent and Quality of Services Provided by the Sub-Advisers:
As noted above, because both the Adviser (GFIA) and Sub-Advisers (GPIM and GPA) for the Fund are part of Guggenheim Investments and
the services provided by the Adviser on the one hand and the Sub-Advisers on the other cannot be ascribed to distinct legal entities,
the Committee did not separately evaluate the services provided under the Investment Advisory Agreement and Sub-Advisory Agreements.
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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-Advisers’
abilities to carry out their responsibilities under their respective Sub-Advisory Agreements, 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 Agreements, including the scope of services required to be performed by each 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 SubAdvisers from Their Relationships with the Fund: The Committee considered that the Sub-Advisory Agreements are
with affiliates of the Adviser, that the Adviser compensates each 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 GPIM’s revenues were included in the calculation of Guggenheim
Investments’ profitability. Because GPA is a new Sub-Adviser, the amounts that will be paid to it by GFIA were previously included
in the calculation of Guggenheim Investments’ profitability as part of GFIA’s revenue and in the future will continue to be
included in the calculation of Guggenheim Investments’ profitability as a part of GPA’s revenue. Given its conclusion of the
reasonableness of the advisory fee, the Committee concluded that the GPIM and GPA sub-advisory fee rates for the Fund were reasonable.
Economies of Scale: The Committee recognized that, because
the Sub-Advisers’ 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 initial approval of
the GPA Sub-Advisory Agreement and 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 informed business judgment,
may afford different weights to different factors. At the Special Meeting, the Board, including all of the Independent Trustees approved
the GPA Sub-Advisory Agreement for an initial annual term and 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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CHANGES OCCURRING DURING THE PRIOR FISCAL YEAR ENDED MAY 31,
2022
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.
Merger of Guggenheim Enhanced Equity Income Fund and Guggenheim
Credit Allocation Fund with and into the Fund
On September 14, 2021, Guggenheim Investments announced that shareholders
approved the mergers (each, a “Merger” and together, the “Mergers”) of Guggenheim Enhanced Equity Income Fund
(“GPM”) and Guggenheim Credit Allocation Fund (“GGM”), each a closed-end fund, with and into the Fund. The Mergers
became effective with the open of the New York Stock Exchange on October 25, 2021. The Fund continues to be subject to its current investment
objective, policies and restrictions. Shareholders of GPM and GGM received newly issued common shares of the Fund, the aggregate NAV (not
the market value) of which equaled the aggregate NAV of their common shares held immediately prior to the Mergers.
Appointment of Additional Sub-Adviser
The Adviser engaged Guggenheim Partners Advisors, LLC (“GPA”)
to provide investment sub-advisory services to the Fund. GPA assists the Fund’s other sub-adviser, Guggenheim Partners Investment
Management, LLC (“GPIM”), in the supervision and direction of the investment strategy of the Fund in accordance with the Fund’s
investment policies and pursuant to the sub-advisory agreement among the Fund, the Adviser and GPA. These services are subject to the
supervision of the Board and the Adviser. GPA does not have discretion and is not authorized to (or direct others to): arrange for the
purchase and sale of securities and other assets held in the Fund or place orders and negotiate the commissions (if any) for the execution
of transactions in securities or other assets.
Change in the Fund’s Portfolio Management Team
Effective as of October 25, 2021, Perry Hollowell was added as a
portfolio manager of the Fund. Effective as of February 25, 2022, Mr. Hollowell no longer serves as a portfolio manager of the Fund and
Evan Serdensky was added as a portfolio manager of the Fund. Mr. Serdensky joined Guggenheim in 2018 and is a Portfolio Manager for Guggenheim’s
Active Fixed Income and Total Return mandates, specializing in corporate credit. Previously, Mr. Serdensky was a Trader on the Investment
Grade Corporate team at Guggenheim Investments, where he was responsible for identifying and executing investment opportunities across
corporate securities. Prior to joining Guggenheim, Mr. Serdensky was a Vice President and Portfolio Manager at BlackRock, responsible
for actively managing High Yield and Multi-Sector Credit portfolios. Mr. Serdensky started his career at PIMCO supporting Total Return
and Alternative strategies. Mr. Serdensky completed his B.S. in Finance from the University of Maryland and earned his M.S. in Finance
from the Washington University in St. Louis.
The Sub-Advisers’ personnel with the responsibility for the
day-to-day management of the Fund’s portfolio are B. Scott Minerd, Chairman of Guggenheim Investments, Chief Investment Officer
of GPA, and Global Chief Investment Officer and Managing Partner of Guggenheim Partners, LLC, Anne Bookwalter Walsh, CFA, JD, Chief Investment
Officer, Fixed Income, Portfolio Manager, and
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Managing Partner of GPIM, Steven H. Brown, Chief Investment Officer,
Total Return and Macro Strategies, and Senior Managing Director of GPIM, Adam J. Bloch, Managing Director and Portfolio Manager of GPIM,
and Evan L. Serdensky, Director and Portfolio Manager of GPIM.
Change to the Fund’s Principal Risks
The following is an updated Recent Markets Developments Risk:
Recent Market Developments Risk
Periods of market volatility remain, and may continue to occur in
the future, in response to various political, geopolitical, social, economic and public health events both within and outside of the United
States. These conditions have resulted in, and in many cases continue to result in, greater price volatility, less liquidity, widening
credit spreads and a lack of price transparency, with certain securities remaining illiquid and of uncertain value. Such market conditions
may adversely affect the Fund, including by making valuation of some of the Fund’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 or public
health situation could also have a detrimental impact on the global economic recovery, the financial condition of financial institutions,
operations of businesses 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 and other 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 various investments, notably 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 COVID-19 pandemic and the recovery response has caused and continues
to cause at times reduced consumer demand and economic output, supply chain disruptions, and market closures, travel restrictions, quarantines,
and disparate global vaccine distributions. As with other serious economic disruptions, governmental authorities and regulators have responded
in recent years to this situation with significant fiscal and monetary policy changes. These included providing direct capital infusions
into companies, introducing new monetary programs, and lowering interest rates. In some cases, these responses resulted in high inflation,
low interest rates, and negative interest rates (which have since risen). Recently, the United States and other governments have also
made investments and engaged in infrastructure modernization projects that have also increased public debt and spending. These actions,
including their reversal or potential ineffectiveness, could further
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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. These actions also contribute to a risk that asset prices have a high degree of correlation
across markets and asset classes. The duration and extent of COVID-19 over the long term cannot be reasonably estimated at this time.
The ultimate impact of COVID-19 and the extent to which COVID-19 impacts the Fund will depend on future developments, which are highly
uncertain and difficult to predict.
The value of, or income generated by, the investments held by the
Fund are subject to the possibility of rapid and unpredictable fluctuation, and loss. These movements may result from factors affecting
individual companies, or from broader influences, including real or perceived changes in prevailing interest rates (which have risen recently
and may continue to rise), changes in inflation rates or expectations about inflation rates (which are currently elevated relative to
normal conditions), adverse investor confidence or sentiment, changing economic, political (including geopolitical) social or financial
market conditions, increased instability or general uncertainty, environmental disasters, governmental actions, public health emergencies
(such as the spread of infectious diseases, pandemics and epidemics), debt crises, actual or threatened wars or other armed conflicts
(such as the current Russia-Ukraine conflict and its risk of expansion or collateral economic and other effects) or ratings downgrades,
and other similar events, each of which may be temporary or last for extended periods. Moreover, changing economic, political, geopolitical,
social, financial market or other 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 and economies, markets and issuers generally because of the
increasingly interconnected global economies and financial markets.
INVESTMENT OBJECTIVE
The Fund’s investment objective is to maximize total return
through a combination of current income and capital appreciation. The Fund cannot ensure investors that it will achieve its investment
objective. The Fund’s investment objective is considered fundamental and may not be changed without the approval of Common Shareholders.
PRINCIPAL INVESTMENT STRATEGIES
The Fund will pursue a relative value-based investment philosophy,
which utilizes quantitative and qualitative analysis to seek to identify securities or spreads between securities that deviate from their
perceived fair value and/or historical norms. GPIM seeks to combine a credit managed fixed income portfolio with access to a diversified
pool of alternative investments and equity strategies. The Fund’s investment philosophy is predicated upon the belief that thorough
research and independent thought are rewarded with performance that has the potential to outperform benchmark indexes with both lower
volatility and lower correlation of returns as compared to such benchmark indexes.
GPIM’s process for determining whether to buy a security is
a collaborative effort between various groups including: (i) economic research with assistance from GPA, which focus on key economic themes
and trends, regional and country-specific analysis, and assessments of event-risk and policy
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impacts on asset prices, (ii) the Portfolio Construction Group,
which utilize proprietary portfolio construction and risk modeling tools to determine allocation of assets among a variety of sectors,
(iii) its Sector Specialists, who are responsible for identifying investment opportunities in particular securities within these sectors,
including the structuring of certain securities directly with the issuers or with investment banks and dealers involved in the origination
of such securities, and (iv) portfolio managers, who determine which securities best fit the Fund based on the Fund’s investment
objective and top-down sector allocations. In managing the Fund, GPIM uses a process for selecting securities for purchase and sale that
is based on intensive credit research and involves extensive due diligence on each issuer, region and sector. GPIM also considers macroeconomic
outlook and geopolitical issues.
The Fund may allocate its assets among a wide variety of Income
Securities and Common Equity Securities.
The Fund may invest without limitation in below-investment grade
securities (e.g., securities rated below Baa3 by Moody’s Investors Service, Inc., below BBB- by Standard & Poor’s Ratings
Group or Fitch Ratings or comparably rated by another nationally recognized statistical rating organization or, if unrated, determined
by GPIM to be of comparable quality). Below-investment grade securities are commonly referred to as “high-yield” or “junk”
bonds and are considered speculative with respect to the issuer’s capacity to pay interest and repay principal. The Fund’s
investments in any of the sectors and types of Income Securities in which the Fund may invest may include, without limitation, below investment
grade securities. The Fund’s investments in below investment grade securities may include distressed and defaulted securities.
Under normal market conditions, the Fund will not invest more than:
- 50% of its total assets in Common Equity Securities consisting
of common stock;
- 30% of its total assets in Investment Funds;
- 20% of its total assets in non-U.S. dollar-denominated Income Securities
of corporate and governmental issuers located outside the United States; and
- 10% of its total assets in Income Securities of issuers in emerging
markets.
The percentage of the Fund’s total assets allocated to any
category of investment may at any given time be significantly less than the maximum percentage permitted pursuant to the above referenced
investment policies.
Unless otherwise stated, the Fund’s investment policies are
considered non-fundamental and may be changed by the Board of Trustees without Common Shareholder approval. The Fund will provide investors
with at least 60 days’ prior written notice of any change in the Fund’s investment policies.
PORTFOLIO COMPOSITION
The following provides additional information about the types of
securities and other instruments in which the Fund will or may ordinarily invest.
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The Fund will seek to achieve its investment objective by investing
in:
Income Securities. The Fund may invest in a wide range of
fixed- income and other debt and senior equity securities (“Income Securities”) selected from a variety of sectors and credit
qualities. The Fund may invest in Income Securities of any credit quality, including, without limitation, Income Securities rated below-investment
grade (commonly referred to as “high-yield” or “junk” bonds), which are considered speculative with respect to
the issuer’s capacity to pay interest and repay principal. The sectors and types of Income Securities in which the Fund may invest,
include, but are not limited to:
- Corporate bonds;
- Loans and loan participations (including senior secured floating
rate loans, “second lien” secured floating rate loans, and other types of secured and unsecured loans with fixed and variable
interest rates) (collectively, “Loans”);
- Structured finance investments (including residential and commercial
mortgage-related securities, asset- backed securities, collateralized debt obligations and risk-linked securities);
- U.S. government and agency securities;
- Mezzanine and preferred securities; and
- Convertible securities.
Common Equity Securities and Covered Call Option Strategy. The
Fund may invest in common stocks, limited liability company interests, trust certificates and other equity investments (“Common
Equity Securities”) that GPIM believes offer attractive yield and/or capital appreciation potential. As part of its Common Equity
Securities strategy, the Fund currently intends to employ a strategy of writing (selling) covered call options and may, from time to time,
buy or sell put options on individual Common Equity Securities and, to a lesser extent, on indices of securities and sectors of securities.
This covered call option strategy is intended to generate current gains from option premiums as a means to enhance distributions payable
to the Fund’s Common Shareholders.
Structured Finance Investments. The Fund may invest in structured
finance investments, which are Income Securities and Common Equity Securities typically issued by special purpose vehicles that hold income-producing
securities (e.g., mortgage loans, consumer debt payment obligations and other receivables) and other financial assets. Structured finance
investments are tailored, or packaged, to meet certain financial goals of investors. Typically, these investments may provide investors
with capital protection, income generation and/or the opportunity to generate capital growth. GPIM believes that structured finance investments
provide attractive risk-adjusted returns, frequent sector rotation opportunities and prospects for adding value through security selection.
Structured finance investments include:
Mortgage-Related Securities. Mortgage-related securities
are a form of derivative collateralized by pools of commercial or residential mortgages. Pools of mortgage loans are assembled as securities
for sale to investors by various governmental, government-related and private organizations. These securities may include complex instruments
such as collateralized mortgage obligations, real estate investment trusts (“REITs”) (including debt and preferred stock issued
by REITs), and other real
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estate-related securities. The mortgage-related securities in which
the Fund may invest include those with fixed, floating or variable interest rates, those with interest rates that change based on multiples
of changes in a specified index of interest rates, and those with interest rates that change inversely to changes in interest rates, as
well as those that do not bear interest. The Fund may invest in residential and commercial mortgage-related securities issued by governmental
entities and private issuers, including subordinated mortgage-related securities. The underlying assets of certain mortgage-related securities
may be subject to prepayments, which shorten the weighted average maturity and may lower the return of such securities.
Asset-Backed Securities. Asset-backed securities (“ABS”)
are a form of structured debt obligation. ABS are payment claims that are securitized in the form of negotiable paper that is issued by
a financing company (generally called a special purpose vehicle). Collateral assets are brought into a pool according to specific diversification
rules. A special purpose vehicle is founded for the purpose of securitizing these payment claims and the assets of the special purpose
vehicle are the diversified pool of collateral assets. The special purpose vehicle issues marketable securities which are intended to
represent a lower level of risk than an underlying collateral asset individually, due to the diversification in the pool. The redemption
of the securities issued by the special purpose vehicle takes place out of the cash flow generated by the collected assets. A special
purpose vehicle may issue multiple securities with different priorities to the cash flows generated and the collateral assets. The collateral
for ABS may include, among other assets, home equity loans, automobile and credit card receivables, boat loans, computer leases, airplane
leases, mobile home loans, recreational vehicle loans and hospital account receivables. The Fund may invest in these and other types of
ABS that may be developed in the future. There is the possibility that recoveries on the underlying collateral may not, in some cases,
be available or may be insufficient to support payments on these securities.
Collateralized Debt Obligations. A collateralized debt obligation
(“CDO”) is an asset-backed security whose underlying collateral is typically a portfolio of bonds, bank loans, other structured
finance securities and/or synthetic instruments. Where the underlying collateral is a portfolio of bonds, a CDO is referred to as a collateralized
bond obligation (“CBO”). Where the underlying collateral is a portfolio of bank loans, a CDO is referred to as a collateralized
loan obligation (“CLO”). Investors in CBOs and CLOs bear the credit risk of the underlying collateral. Multiple tranches of
securities are issued by the CLO, offering investors various maturity and credit risk characteristics. Tranches are categorized as senior,
mezzanine, and subordinated/equity, according to their degree of risk. If there are defaults or the CLO’s collateral otherwise underperforms,
scheduled payments to senior tranches take precedence over those of mezzanine tranches, and scheduled payments to mezzanine tranches take
precedence over those to subordinated/equity tranches. This prioritization of the cash flows from a pool of securities among the several
tranches of the CLO is a key feature of the CLO structure. If there are funds remaining after each tranche of debt receives its contractual
interest rate and the CLO meets or exceeds required collateral coverage levels (or other similar covenants), the remaining funds may be
paid to the subordinated (or residual) tranche (often referred to as the “equity” tranche). CLOs are subject to the same risk
of prepayment and extension described with
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respect to certain mortgage-related and asset-backed securities.
The Fund may invest in senior, rated tranches as well as mezzanine
and subordinated tranches of CLOs. Investment in the subordinated tranche is subject to special risks. The subordinated tranche does not
receive ratings and is considered the riskiest portion of the capital structure of a CLO because it bears the bulk of defaults from the
loans in the CLO and serves to protect the other, more senior tranches from default in all but the most severe circumstances.
Risk-Linked Securities. Risk-linked securities (“RLS”)
are a form of derivative issued by insurance companies and insurance-related special purpose vehicles that apply securitization techniques
to catastrophic property and casualty damages. RLS are typically debt obligations for which the return of principal and the payment of
interest are contingent on the non-occurrence of a pre-defined “trigger event.” Depending on the specific terms and structure
of the RLS, this trigger could be the result of a hurricane, earthquake or some other catastrophic event.
Real Property Asset Companies. The Fund may invest in Income
Securities and Common Equity Securities issued by companies that own, produce, refine, process, transport and market “real property
assets,” such as real estate and the natural resources upon or within real estate (“Real Property Asset Companies”).
Personal Property Asset Companies. The Fund may invest in
Income Securities and Common Equity Securities issued by companies that seek to profit primarily from the ownership, rental, leasing,
financing or disposition of personal (as opposed to real) property assets (“Personal Property Asset Companies”). Personal
(as opposed to real) property includes any tangible, movable property or asset. The Fund will typically seek to invest in Income Securities
and Common Equity Securities of Personal Property Asset Companies the investment performance of which is not expected to be highly correlated
with traditional market indexes because the personal property asset held by such company is non-correlated with traditional debt or equity
markets. Such personal property assets include special situation transportation assets (e.g., railcars, airplanes and ships) and collectibles
(e.g., antiques, wine and fine art).
Private Securities. The Fund may invest in privately issued
Income Securities and Common Equity Securities of both public and private companies (“Private Securities”). Private Securities
have additional risk considerations than comparable public securities, including availability of financial information about the issuer
and valuation and liquidity issues.
Investment Funds. As an alternative to holding investments
directly, the Fund may also obtain investment exposure to Income Securities and Common Equity Securities by investing in other investment
companies, including registered investment companies, private investment funds and/or other pooled investment vehicles (collectively,
“Investment Funds”), which may be managed by the Adviser or Sub-Advisers or their affiliates. The Fund may invest up to 30%
of its total assets in Investment Funds that primarily hold (directly or indirectly) investments in which the Fund may invest directly.
The 1940 Act generally limits a registered investment company’s investments in other registered investment companies to 10% of its
total assets. However, pursuant to exemptions set
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forth in the 1940 Act and rules and regulations promulgated under
the 1940 Act, the Fund may invest in excess of this and other applicable limitations provided that the conditions of such exemptions are
met. The Fund will invest in private investment funds, commonly referred to as “hedge funds,” only to the extent permitted
by applicable rules, regulations and interpretations of the SEC and NYSE. The Fund has no current intention to invest in private investment
funds. Investments in other Investment Funds involve operating expenses and fees at the Investment Fund level that are in addition to
the expenses and fees borne by the Fund and are borne indirectly by holders of the Fund’s Common Shares.
Synthetic Investments. As an alternative to holding investments
directly, the Fund may also obtain investment exposure to Income Securities and Common Equity Securities through the use of customized
derivative instruments (including swaps, options, forwards, notional principal contracts or other financial instruments) to replicate,
modify or replace the economic attributes associated with an investment in Income Securities and Common Equity Securities (including interests
in Investment Funds.
Derivative Transactions. The Fund may purchase and sell derivative
instruments (which derive their value by reference to another instrument, security or index) for investment purposes, such as obtaining
investment exposure to an investment category; risk management purposes, such as hedging against fluctuations in securities prices or
interest rates; diversification purposes; or to change the duration of the Fund. GPIM seeks to allocate derivative transactions to limit
exposure to any single counterparty. The Fund has not adopted a maximum percentage limit with respect to derivative investments. However,
the Board of Trustees will receive regular reports from the Adviser and GPIM regarding the Fund’s use of derivative instruments
and the effect of derivative transactions on the management of the Fund’s portfolio and the performance of the Fund.
Municipal Securities. The Fund may invest directly or indirectly
in municipal securities. Municipal securities include securities issued by or on behalf of states, territories and possessions of the
United States and the District of Columbia and their political subdivisions, agencies and instrumentalities, the payments from which,
in the opinion of bond counsel to the issuer, are excludable from gross income for federal income tax purposes. Municipal securities also
include taxable securities issued by such issuers. Municipal bonds may include those backed by, among other things, state taxes and essential
service revenues as well as health care and higher education issuers, among others, or be supported by dedicated revenue streams and/or
statutory liens.
USE OF LEVERAGE
The Fund may utilize leverage up to the limits imposed by the 1940
Act. Under the 1940 Act, the Fund may utilize Financial Leverage in the form of indebtedness in an aggregate amount up to 33 1/3% of the
Fund’s Managed Assets (including the proceeds of such leverage) immediately after incurring such indebtedness. Under the 1940 Act,
the Fund may utilize leverage in the form of preferred shares in an aggregate amount of up to 50% of the Fund’s total assets (including
the proceeds of such leverage) immediately after such issuance.
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The Fund currently employs leverage through a committed facility
provided to the Fund by BNP Paribas. Although leverage may create an opportunity for increased return for shareholders, it also results
in additional risks and can magnify the effect of any losses. There is no assurance that the strategy will be successful. Leverage may
cause greater changes in the Fund’s net asset value (“NAV”) and returns than if leverage had not been used.
The Fund’s borrowings under the committed facility are collateralized
by portfolio assets, which are maintained by the Fund in a separate account with the Fund’s custodian for the benefit of the lender,
which collateral exceeds the amount borrowed. Securities deposited in the collateral account may be rehypothecated by the lender subject
to the terms and conditions of the facility agreements. In the event of a default by the Fund under its committed facility, the lender
has the right to sell such collateral assets to satisfy the Fund’s obligation to the lender. The committed facility agreement includes
usual and customary covenants. These covenants impose on the Fund asset coverage requirements, collateral requirements, investment strategy
requirements, and certain financial obligations. These covenants place limits or restrictions on the Fund’s ability to (i) enter
into additional indebtedness with a party other than BNP Paribas, (ii) change its fundamental investment policy, or (iii) pledge to any
other party, other than to the counterparty, securities owned or held by the Fund over which the counterparty has a lien. In addition,
the Fund is required to deliver financial information to the counterparty within established deadlines, maintain an asset coverage ratio
(as defined in Section 18(g) of the 1940 Act) greater than 300%, comply with the rules of the stock exchange on which its shares are listed,
and maintain its classification as a “closed-end management investment company” as defined in the 1940 Act.
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 currently intends to earmark or segregate cash or liquid securities in an amount at least equal to the current value of the amount
then payable by the Fund under the terms of such transactions or otherwise cover such transactions in accordance with applicable interpretations
of the staff of the SEC. To the extent the terms of such transactions obligate the Fund to deliver particular securities to extinguish
the Fund’s obligations under such transactions the Fund may “cover” its obligations under such transactions by either
(i) owning the securities or collateral underlying such transactions or (ii) having an absolute and immediate right to acquire such securities
or collateral without additional cash consideration (or, if additional cash consideration is required, having earmarked or segregated
cash or liquid securities). Such segregation or cover is intended to provide the Fund with available assets to satisfy its obligations
under such transactions.
The Fund’s obligations under such transactions will not be
considered senior securities representing indebtedness for purposes of the 1940 Act, or included in calculating the aggregate amount of
the Fund’s Financial Leverage.
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
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reflected in the Fund’s asset segregation and cover practices
discussed herein. The scheduled compliance date for the rule is August 19, 2022. See “Derivatives Transactions Risk In General”
below for additional information regarding the final rule.
TEMPORARY DEFENSIVE INVESTMENTS
At any time when a temporary defensive posture is believed by GPIM
to be warranted (a “temporary defensive period”), 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 and economic factors.
The fact that a particular risk below is not specifically identified
as being heightened under current conditions does not mean that the risk is not greater than under normal conditions.
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 current income and capital appreciation. An investment
in the Fund is not meant to provide a vehicle for those who wish to play short-term swings in the market. Shareholders should take into
account the Fund’s investment objective as well as 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 the Common Shares of the Fund is subject to investment
risk, particularly under current economic, financial, geopolitical, labor and public health conditions, including the possible loss of
the entire principal amount that you invest.
The COVID-19 pandemic and the recovery response has caused and continues
to cause at times reduced consumer demand and economic output, supply chain disruptions, and market closures, travel restrictions, quarantines,
and disparate global vaccine distributions. Investors should be aware that, particularly in light of the current uncertainty, volatility
and distress in economies and financial markets, and geopolitical, labor and public health conditions around the world, the Fund’s
investments and a shareholder’s investment in the Fund are subject to sudden and substantial losses, increased volatility and other
adverse events. Firms through which investors invest with the Fund, its service providers, the markets in which it invests and market
intermediaries and exchanges
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are also impacted by quarantines and similar measures intended to
respond to and contain the ongoing pandemic, which can obstruct their functioning and subject them to heightened operational and other
risks. The ultimate impact of COVID-19 and the extent to which COVID-19 impacts the Fund still depends on future developments, which are
highly uncertain and difficult to predict.
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, and loss. These fluctuations may occur frequently and in large amounts. These
movements may result from factors affecting individual companies, or from broader influences, including real or perceived changes in prevailing
interest rates (which have risen recently and may continue to rise), changes in inflation rates or expectations about inflation rates
(which are currently elevated relative to normal conditions), adverse investor confidence or sentiment, changing economic, political (including
geopolitical), social or financial market conditions, increased instability or general uncertainty, natural/environmental disasters, cyber
attacks, terrorism, governmental or quasi-governmental actions, public health emergencies (such as the spread of infectious diseases,
pandemics and epidemics), debt crises, actual or threatened wars or other armed conflicts (such as the current Russia-Ukraine conflict
and its risk of expansion or collateral economic and other effects) or ratings downgrades, and other similar events, 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 may change 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 risks that are applicable to investments
in securities generally, including interest rate risk, credit risk, foreign currency risk, below-investment grade securities risk, financial
leverage and leveraged transactions risk, prepayment and extension risks and regulatory risk, which would be elevated under the foregoing
circumstances.
Moreover, changing economic, political, geopolitical, social, or
financial market or other 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 and economies, markets and issuers generally because of the increasingly
interconnected global economies and financial markets. As a result, there is an increased risk that geopolitical and other events will
disrupt economies and markets globally. For example, local or regional armed conflicts (notably the Russia-Ukraine conflict) have led
to significant sanctions by the United States, Europe and other countries against certain countries (as well as persons and companies
connected with certain counties) and led to indirect adverse regional and global market, economic and other effects. It is difficult to
accurately predict or foresee when events or conditions affecting the U.S. or global financial markets, economies, and issuers may occur,
the effects of such events or conditions, potential escalations or expansions of these events, possible retaliations in response to sanctions
or similar actions and the
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duration or ultimate impact of those events. There is an increased
likelihood that these types of events or conditions can, sometimes rapidly and unpredictably, result in a variety of adverse developments
and circumstances, such as reduced liquidity, supply chain disruptions and market volatility, as well as increased general uncertainty
and broad ramifications for markets, economies, issuers, businesses in many sectors and societies globally.
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. Periods of market stress and volatility of financial markets, including potentially extreme stress and
volatility caused by the events described above or similar circumstances, can expose the Fund to greater market risk than normal, possibly
resulting in greatly reduced liquidity and increased valuation risks, for certain asset classes, longer than usual trade settlement periods.
The fewer the number of issuers in which the Fund invests and/or the greater the use of leverage, the greater the potential volatility
in the Fund’s portfolio. GPIM 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, even after including the reinvestment of Fund dividends and distributions.
Management Risk
The Fund is subject to management risk because it has an actively
managed portfolio. GPIM 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 asset classes
and sectors may vary significantly over time based on GPIM’s analysis and judgment with assistance from GPA. 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 ability of the Fund to achieve its investment objective depends, in part, on the ability of GPIM to allocate effectively the Fund’s
assets among multiple investment strategies, Investment Funds and investments and asset classes. There can be no assurance that the actual
allocations will be effective in achieving the Fund’s investment objective or that an investment strategy or Investment Fund or
investment will achieve its particular investment objective.
Income Risk
The income investors receive from the Fund is based primarily on
the interest it earns from its investments in Income Securities, which can vary widely over the short- and long-term. If prevailing market
interest rates drop, investors’ 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.
Dividend Risk
Dividends on common stock and other Common Equity Securities which
the Fund may hold are not fixed but are declared at the discretion of an issuer’s board of directors. There is no guarantee that
the issuers of the Common Equity Securities in which the Fund invests will declare dividends in the future or that, if declared, they
will remain at current levels or increase over time. Therefore, there is the possibility that such companies could reduce or eliminate
the payment of dividends in the future or the anticipated acceleration of dividends could not occur as a result of, among other things,
a sharp rise in interest rates or an economic downturn. Changes in the dividend policies of companies and capital resources available
for these companies’ dividend payments may adversely affect the Fund. Depending upon market conditions, dividend-paying stocks that
meet the Fund’s investment criteria may not be widely available and/or may be highly concentrated in only a few market sectors.
These circumstances may result from issuer-specific events, adverse economic or market developments, or legislative or regulatory changes
or other developments that limit an issuer’s ability to declare and pay dividends, which would affect the Fund’s performance
and ability to generate income. The dividend income from the Fund’s investment in Common Equity Securities will be influenced by
both general economic activity and issuer-specific factors. In the event of adverse changes in economic conditions or adverse events effecting
a specific industry or issuer, the issuers of the Common Equity Securities held by the Fund may reduce the dividends paid on such securities
(or not declare or pay dividends on such securities).
Income Securities Risk
In addition to the risks discussed above, Income Securities, including
high-yield bonds, are subject to certain risks, including:
Issuer Risk
The value of Income Securities may decline for a number of reasons
which directly relate to the issuer, such as management performance, the issuer’s overall level of debt, 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. The difference (or “spread”) between the yield of a security and the yield of a benchmark
measures the additional interest paid. As the spread on a security widens (or increases), the price (or value) of the security falls.
Spread widening may occur, among other reasons, as a result of market concerns over the stability of the market, excess supply, general
credit concerns in other markets, security- or market-specific credit concerns, or general reductions in risk tolerance.
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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. 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 rating may not accurately reflect the true credit risk
of an instrument, a change in the credit quality rating of an instrument or an issuer can have a rapid, adverse effect on the instrument’s
value or liquidity and make it more difficult for the Fund to sell at an advantageous price or time. The risk of the occurrence of these
types of events is heightened under adverse economic conditions.
The degree of credit risk depends on the particular instrument and
the financial condition of the issuer, guarantor or counterparty, which are often reflected in its credit quality. A credit quality rating
is a measure of the issuer’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.
In addition, during recent conditions, many issuers have been unprofitable,
have had little cash on hand and/or unable to pay the interest owed on their debt obligations and the number of such issuers may increase
if demand for their goods and services falls, borrowing and other costs rise due to governmental action or inaction or for other reasons.
Also, the issuer, guarantor or counterparty may suffer adverse changes in its financial condition or reduced demand for its goods and
services or be adversely affected by economic, political, public health or social conditions that could lower the credit quality (or the
market’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.
If an issuer, guarantor or counterparty declares bankruptcy or is
declared bankrupt, the Fund would likely be adversely affected in its ability to receive principal or interest owed or otherwise to enforce
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the financial obligations of the other party. The Fund may be subject
to increased costs associated with the bankruptcy process and experience losses as a result of the deterioration of the financial condition
of the issuer, guarantor or counterparty. The risks to the Fund related to such bankruptcies are elevated given the current state of economic,
market, labor and public health conditions and would likely be elevated under similar circumstances in the future.
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 LIBOR), 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. Generally,
when interest rates increase, the values of fixed-income and other debt instruments decline and when interest rates decrease, the values
of fixed-income and other debt instruments rise.
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.
Instruments with variable or floating interest rates generally are
less sensitive to interest rate changes, but may decline in value if their interest rates do not rise as much or as fast as interest rates
in general. Conversely, in a decreasing interest rate environment, these instruments will generally not increase in value and the Fund’s
investment in instruments with floating interest rates may prevent the Fund from taking full advantage of decreasing interest rates in
a timely manner. In
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addition, the income received from such instruments will likely
be adversely affected by a decrease in interest rates.
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, as is
the case currently, 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, as is the case currently,
issuers of debt securities or asset-backed securities may pay principal later or more slowly than expected, which may reduce the value
of the Fund’s investment in such securities and may prevent the Fund from receiving higher interest rates on proceeds reinvested
in other instruments. During periods of falling interest rates, issuers of debt securities or asset-backed securities may pay off debts
more quickly or earlier than expected, which could cause the Fund to be unable to recoup the full amount of its initial investment and/or
cause the Fund to reinvest in lower-yielding securities, thereby reducing the Fund’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 or any leverage being employed 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 situation initially caused by the COVID-19 pandemic, 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
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for extended periods. These changes are also the result of investment
and programs (such as infrastructure modernization projects) made by the U.S. and other governments. 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
disrupted, discontinued, reversed or are ineffective in achieving their desired outcomes. These actions are also contributing to increases
in inflation. In light of these actions and current conditions, interest rates and bond yields in the United States and many other countries
were, until recently, at or near historic lows, but interest rates are currently rising again. Certain countries have experienced negative
interest rates on certain debt securities and have pursued negative interest rate policies in recent years. A negative interest rate policy
is an unconventional central bank monetary policy tool where nominal target interest rates are set with negative value intended to create
self-sustaining growth in the local economy. To the extent the Fund holds a debt instrument with a negative interest rate, the Fund would
generate a negative return on that investment. If negative interest rates become more prevalent in the market, market participants may
seek to reallocate their investments to other income-producing assets, which could further reduce the value of instruments held by the
Fund with a negative yield.
The current interest rate environment is magnifying the Fund’s
susceptibility to interest rate risk and may diminish yield and impact performance. As of the date of this report, the Federal Reserve
Board has begun to increase interest rates and has signaled the possibility of further increases during the remainder of 2022. It is difficult
to accurately predict the pace at which the Federal Reserve Board will increase interest rates any further, or the timing, frequency or
magnitude of any such increases, and the evaluation of macro-economic and other conditions could cause a change in approach in the future.
Any such changes could be sudden and unpredictable. Certain economic conditions and market environments will expose fixed-income and debt
instruments to heightened volatility and reduced liquidity, which can negatively impact the Fund’s performance or otherwise adversely
impact the Fund.
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 or at all. Corporate
bonds of below investment grade quality are often high risk and have speculative characteristics and may be particularly susceptible to
adverse issuer-specific and other developments.
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 Income Securities at market interest rates that
are below the Fund portfolio’s current earnings rate. A decline in income could affect the Common Shares’
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market price or the overall return of the Fund. These or similar
conditions may also occur in the future.
Extension Risk
Certain debt instruments, including mortgage- and other asset-backed
securities, are subject to the risk that payments on principal may occur at a slower rate or later than expected. In this event, the expected
maturity could lengthen as short or intermediate-term instruments become longer-term instruments, which would make the investment more
sensitive to changes in interest rates. The likelihood that payments on principal will occur at a slower rate or later than expected is
heightened under the current conditions. In addition, the Fund’s investment may sharply decrease in value and the Fund’s income
from the investment may quickly decline. These types of instruments are particularly subject to extension risk, and offer less potential
for gains, during periods of rising interest rates. In addition, the Fund may be delayed in its ability to reinvest income or proceeds
from these instruments in potentially higher yielding investments, which would adversely affect the Fund to the extent its investments
are in lower interest rate debt instruments. Thus, changes in interest rates may cause volatility in the value of and income received
from these types of debt instruments.
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 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.
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Liquidity Risk
The Fund may invest without limitation in Income Securities for
which there is no readily available trading market or which are unregistered, restricted or otherwise illiquid, including certain high-yield
securities. The Fund may invest in privately issued securities of both public and private companies, which may be illiquid. Securities
of below investment grade quality tend to be less liquid than investment grade debt securities, and securities of financial distressed
or bankrupt issuers may be particularly illiquid. Loans typically are not registered with the SEC and are not listed on any securities
exchange and may at times be illiquid. Loan investments through participations and assignments are typically illiquid. Structured finance
securities are typically privately offered and sold, and thus are not registered under the securities laws. As a result, investments in
structured finance securities may be characterized by the Fund as illiquid securities; however, an active dealer market may exist which
would allow such securities to be considered liquid in some circumstances. The securities and obligations of foreign issuers, particular
issuers in emerging markets, may be more likely to experience periods of illiquidity. Derivative instruments, particularly privately-negotiated
or OTC derivatives, may be illiquid, although can be no assurance that a liquid market will exist when the Fund seeks to close out an
exchange-traded derivative position.
The Fund may not be able to readily dispose of illiquid securities
and obligations at prices that approximate those at which the Fund could sell such assets and obligations if they were more widely traded
and, as a result of such illiquidity, the Fund may have to sell other investments or engage in borrowing transactions if necessary to
raise cash to meet its obligations. As a result, the Fund may be unable to achieve its desired level of exposure to certain issuers, asset
classes or sectors. The capacity of market makers of fixed-income and other debt instruments has not kept pace with the consistent growth
in these markets over the past three decades, which has led to reduced levels in the capacity of these market makers to engage in trading
and, as a result, dealer inventories of corporate fixed-income, floating rate and certain other debt instruments are at or near historic
lows relative to market size. In addition, limited liquidity could affect the market price of Income Securities, thereby adversely affecting
the Fund’s NAV and ability to make distributions. Dislocations in certain parts of markets have in the past and may in the future
result in reduced liquidity for certain investments. Liquidity of financial markets may also be affected by government intervention.
Valuation of Certain Income Securities Risk
GPIM may use the fair value method to value investments if market
quotations for them are not readily available or are deemed unreliable, or if events occurring after the close of a securities market
and before the Fund values its assets would materially affect net asset value. Because the secondary markets for certain investments may
be limited, they may be difficult to value. Where market quotations are not readily available, valuation may require more research than
for more liquid investments. In addition, elements of judgment may play a greater role in valuation in such cases than for investments
with a more active secondary market because there is less reliable objective data available. A security that is fair valued may be valued
at a price higher or lower than the value determined by other funds using their own fair valuation procedures. Prices obtained by the
Fund
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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.
Holding long duration and long maturity investments will expose the Fund to certain magnified risks. These risks include interest rate
risk, credit risk and liquidity risks as discussed above. Generally speaking, the longer the duration of the Fund’s portfolio, the
more exposure the Fund will have to interest rate risk described above.
Below-Investment Grade Securities Risk
The Fund may invest in Income Securities rated below-investment
grade or, if unrated, determined by GPIM to be of comparable credit quality, which are commonly referred to as “high-yield”
or “junk” bonds. Investment in securities of below-investment grade quality involves substantial risk of loss, the risk of
which is particularly acute under adverse economic conditions. Income Securities of below-investment grade quality are predominantly speculative
with respect to the issuer’s capacity to pay interest and repay principal when due and therefore involve a greater risk of default
or decline in market value due to adverse economic and issuer-specific developments. Securities of below investment grade quality may
involve a greater risk of default or decline in market value due to adverse economic and issuer-specific developments, such as operating
results and outlook and to real or perceived adverse economic and competitive industry conditions. Generally, the risks associated with
high yield securities are heightened during times of weakening economic conditions or rising interest rates (particularly for issuers
that are highly leveraged) and are therefore heightened under current conditions. If the Fund is unable to sell an investment at its desired
time, the Fund may miss other investment opportunities while it holds investments it would prefer to sell, which could adversely affect
the Fund’s performance. In addition, the liquidity of any Fund investment may change significantly over time as a result of market,
economic, trading, issuer-specific and other factors. Accordingly, the performance of the Fund and a shareholder’s investment in
the Fund may be adversely affected if an issuer is unable to pay interest and repay principal, either on time or at all. Issuers of below
investment grade securities are not perceived to be as strong financially as those with higher credit ratings. These issuers are more
vulnerable to financial setbacks and recessions and other adverse economic developments than more creditworthy issuers, which may impair
their ability to make interest and principal payments. Income Securities of below-investment grade quality display increased price sensitivity
to changing interest rates and to a deteriorating economic environment. The market values, total return and yield for securities of below
investment grade quality tend to be more volatile than the market values, total return and yield for higher quality bonds. Securities
of below investment grade quality tend to be less liquid than investment grade debt securities and therefore more difficult to value accurately
and sell at an advantageous price or time and may involve greater transactions costs and wider bid/ask spreads, than higher-quality securities.
To the extent that a secondary market does exist for certain below investment grade securities, the market for them may be subject to
irregular trading activity, wide bid/ask spreads and extended trade settlement periods. Because of the substantial risks associated
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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 a nationally recognized statistical rating organization (“NRSRO”),
the Fund’s ability to achieve its investment objective will be more dependent on GPIM’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 GPIM’s credit analysis. The value of securities of below investment
grade quality is particularly vulnerable to changes in interest rates and a real or perceived economic downturn or higher interest rates
could cause a decline in prices of such securities by lessening the ability of issuers to make principal and interest payments. These
securities are often thinly traded or subject to irregular trading and can be more difficult to sell and value accurately than higher-quality
securities because there tends to be less public information available about these securities. Because objective pricing data may be less
available, judgment may play a greater role in the valuation process. In addition, the entire below investment grade market can experience
sudden and sharp price swings due to a variety of factors, including changes in economic forecasts, stock market activity, large or sustained
sales by major investors, a high-profile default, or a change in the market’s psychology. Adverse conditions could make it difficult
at times for the Fund to sell certain securities or could result in lower prices than those used in calculating the Fund’s NAV.
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 investments generally pay their share of the structured product’s administrative and other expenses. Although
it is difficult to accurately predict whether the prices of indices and securities underlying structured finance investments will rise
or fall, these prices (and, therefore, the prices of structured finance investments) will be influenced by the same types of political,
economic and other events that affect issuers of securities and capital markets generally. If the issuer of a structured product uses
shorter term financing to purchase longer term securities, the issuer may be forced to sell its securities at below market prices if it
experiences difficulty in obtaining short-term financing, which may adversely affect the value of the structured finance investment owned
by the Fund.
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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.
Structured finance securities, such as mortgage-backed securities,
issued by non-governmental issuers are not guaranteed as to principal or interest by the U.S. government or a government sponsored enterprise
and are typically subject to greater risk than those issued by such governmental entities. For example, privately issued mortgage-backed
securities are not subject to the same underwriting requirements for underlying mortgages as those issued by governmental entities and,
as a result, mortgage loans underlying such privately issued securities typically have less favorable underwriting characteristics (such
as credit risk and collateral) and a wider range in terms (such as interest rate, term and borrower characteristics).
Mortgage-Backed Securities Risk
MBS represent an interest in a pool of mortgages. MBS are subject
to certain risks, such as: credit risk associated with the performance of the underlying mortgage properties and of the borrowers owning
these properties; risks associated with their structure and execution (including the collateral, the process by which principal and interest
payments are allocated and distributed to investors and how credit losses affect the return to investors in such MBS); risks associated
with the servicer of the underlying mortgages; adverse changes in economic conditions and circumstances, which are more likely to have
an adverse impact on MBS secured by loans on certain types of commercial properties than on those secured by loans on residential properties;
prepayment and extension risks, 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
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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.
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.
Additional risks relating to investments in MBS may arise because
of the type of MBS in which the Fund invests, defined by the assets collateralizing MBS. For example, CMOs may have complex or highly
variable prepayment terms, such as companion classes, interest only or principal only payments, inverse floaters and residuals. These
investments generally entail greater market, prepayment and liquidity risks than other MBS, and may be more volatile or less liquid than
other MBS. These risks are heightened under the current state of economic, market, labor and public health conditions.
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 commercial mortgage-backed
securities (“CMBS”) or residential mortgage-backed securities (“RMBS”), each of which are subject to certain specific
risks.
Commercial Mortgage-Backed Securities Risk
CMBS are subject to particular risks, such as those associated with
lack of standardized terms, shorter maturities than residential mortgage loans and payment of all or substantially all of the principal
only at maturity rather than regular amortization of principal. In addition, commercial lending generally is viewed as exposing the lender
to a greater risk of loss than residential lending. Commercial lending typically involves larger loans to single borrowers or groups of
related borrowers than residential mortgage loans. In addition, the repayment of loans secured by income producing properties typically
is dependent upon the successful operation of the related real estate
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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, rises in unemployment and other events, such as public health emergencies, that limit the activities of
and demand for commercial retail and office spaces (such as the current COVID-19 situation) 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.
Residential Mortgage-Backed Securities Risk
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 state of economic, market, public health and labor conditions.
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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 at times and may again increase, and a decline
in or flattening of housing values (as has been experienced at times and may again be experienced in many housing markets) may exacerbate
such delinquencies and losses. Borrowers with adjustable rate mortgage loans are more sensitive to changes in interest rates, which affect
their monthly mortgage payments, and may be unable to secure replacement mortgages at comparably low interest rates. Also, a number of
residential mortgage loan originators have experienced serious financial difficulties or bankruptcy. Largely due to the foregoing, reduced
investor demand for mortgage loans and MBS and increased investor yield requirements has at times 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.
Any increase in prevailing market interest rates, which until recently
were near historical lows and have begun to rise, 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. These or similar difficulties may occur in the future and 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.
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Asset-Backed Securities Risk
ABS are a form of structured debt obligation. In addition to the
general risks associated with credit or debt securities discussed herein, ABS are subject to additional risks. While traditional fixed-income
securities typically pay a fixed rate of interest until maturity, when the entire principal amount is due, an ABS represents an interest
in a pool of assets, such as automobile loans, credit card receivables, unsecured consumer loans or student loans, that has been securitized
and provides for monthly payments of interest, at a fixed or floating rate, and principal from the cash flow of these assets. This pool
of assets (and any related assets of the issuing entity) is the only source of payment for the ABS. The ability of an ABS issuer to make
payments on the ABS, and the timing of such payments, is therefore dependent on collections on these underlying assets. The recoveries
on the underlying collateral may not, in some cases, be sufficient to support payments on these securities, which may result in losses
to investors in an ABS.
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 CDOs, CBOs and 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 or debt
securities discussed herein, CLOs, CDOs and CBOs are subject to additional risks. CLOs, CDOs and CBOs are subject to risks associated
with 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
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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.
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.
Payments to holders of CLOs, CDOs and CBOs may be subject to deferral.
If cashflows generated by the underlying assets are insufficient to make all current and, if applicable, deferred payments on the CLOs,
CDOs and CBOs, no other assets will be available for payment of the deficiency and, following realization of the underlying assets, the
obligations of the issuer to pay such deficiency will be extinguished.
The value of securities issued by CLOs, CDOs and CBOs also may change
because of, among other things, changes in market value; changes in the market’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 Risk-Linked Securities
RLS are a form of derivative issued by insurance companies and insurance-related
special purpose vehicles that apply securitization techniques to catastrophic property and casualty damages. Unlike other insurable low-severity,
high-probability events (such as auto collision coverage), the insurance risk of which can be diversified by writing large numbers of
similar policies, the holders of a typical RLS are exposed to the risks from high-severity, low-probability events such as that posed
by major earthquakes or hurricanes. RLS represent a method of reinsurance, by which insurance companies transfer their own portfolio risk
to other reinsurance companies and, in the case of RLS, to the
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capital markets. A typical RLS provides for income and return of
capital similar to other fixed-income investments, but involves full or partial default if losses resulting from a certain catastrophe
exceeded a predetermined amount. In essence, investors invest funds in RLS and if a catastrophe occurs that “triggers” the
RLS, investors may lose some or all of the capital invested. In the case of an event, the funds are paid to the bond sponsor—an
insurer, reinsurer or corporation—to cover losses. In return, the bond sponsors pay interest to investors for this catastrophe protection.
RLS can be structured to pay-off on three types of variables—insurance-industry catastrophe loss indices, insure-specific catastrophe
losses and parametric indices based on the physical characteristics of catastrophic events. Such variables are difficult to predict or
model, and the risk and potential return profiles of RLS may be difficult to assess. Catastrophe-related RLS have been in use since the
1990s, and the securitization and risk-transfer aspects of such RLS are beginning to be employed in other insurance and risk-related areas.
No active trading market may exist for certain RLS, which may impair the ability of the Fund to realize full value in the event of the
need to liquidate such assets.
CLO Subordinated Notes Risk
The Fund may invest in any portion of the capital structure of CLOs
(including the subordinated, residual and deep mezzanine debt tranches). Investment in the subordinated tranche is subject to special
risks. The subordinated tranche does not receive ratings and is considered the riskiest portion of the capital structure of a CLO. The
subordinated tranche is junior in priority of payment to the more senior tranches of the CLO and is subject to certain payment restrictions.
As a result, the subordinated tranche bears the bulk of defaults from the loans in the CLO. In addition, the subordinated tranche generally
has only limited voting rights and generally does not benefit from any creditors’ rights or ability to exercise remedies under the
indenture governing the CLO notes. Certain mezzanine tranches in which the Fund may invest may also be subject to certain risks similar
to risks associated with investment in the subordinated tranche.
The subordinated tranche is unsecured and ranks behind all of the
secured creditors, known or unknown, of the CLO issuer, including the holders of the secured notes it has issued. Consequently, to the
extent that the value of the issuer’s portfolio of loan investments has been reduced as a result of conditions in the credit markets,
defaulted loans, capital gains and losses on the underlying assets, prepayment or changes in interest rates, the value of the subordinated
tranche realized at redemption could be reduced. If a CLO breaches certain tests set forth in the CLO’s indenture, excess cash flow
that would otherwise be available for distribution to the subordinated tranche investors is diverted to prepay CLO debt investors in order
of seniority until such time as the covenant breach is cured. If the covenant breach is not or cannot be cured, the subordinated tranche
investors (and potentially other investors in lower priority rated tranches) may experience a partial or total loss of their investment.
Accordingly, the subordinated tranche may not be paid in full and may be subject to up to 100% loss. At the time of issuance, the subordinated
tranche of a CLO is typically under-collateralized in that the liabilities of a CLO at inception exceed its total assets.
The leveraged nature of subordinated notes may magnify the adverse
impact on the subordinated notes of changes in the market value of the investments held by the issuer, changes in the
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distributions on those investments, defaults and recoveries on those
investments, capital gains and losses on those investments, prepayments on those investments and availability, prices and interest rates
of those investments.
Subordinated notes are not guaranteed by another party. There can
be no assurance that distributions on the assets held by the CLO will be sufficient to make any distributions or that the yield on the
subordinated notes will meet the Fund’s expectations. Investments in the subordinated tranche of a CLO are generally less liquid
than CLO debt tranches and subject to extensive transfer restrictions, and there may be no market for subordinated notes. Therefore, the
Fund may be required to hold subordinated notes for an indefinite period of time or until their stated maturity. Certain mezzanine tranches
in which the Fund may invest may also be subject to certain risks similar to risks associated with investment in the subordinated tranche.
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 factor used
and the use of multipliers or deflators, changes in interest rates and movement of the factor may cause significant price fluctuations.
Additionally, changes in the reference instrument or security may cause the interest rate on the structured note to be reduced to zero,
and any further changes in the reference instrument may then reduce the principal amount payable on maturity. Structured notes may be
less liquid than other types of securities and more volatile than the reference instrument or security underlying the note.
Senior Loans Risk
The Fund may invest in senior secured floating rate Loans made to
corporations and other non¬governmental entities and issuers (“Senior Loans”). Senior Loans typically hold the most senior
position in the capital structure of the issuing entity, are typically secured with specific collateral and typically have a claim on
the assets of the borrower, including stock owned by the borrower in its subsidiaries, that is senior to that held by junior lien creditors,
subordinated debt holders and stockholders of the borrower. The Fund’s investments in Senior Loans are typically below investment
grade and are considered speculative because of the credit risk of the applicable issuer.
There is less readily-available, reliable information about most
Senior Loans than is the case for many other types of securities. In addition, there is rarely a minimum rating or other independent evaluation
of a borrower or its securities, and GPIM relies primarily on its own evaluation of a borrower’s credit quality rather than on any
available independent sources. As a result, the Fund is particularly dependent on the analytical abilities of GPIM with respect to investments
in Senior Loans. GPIM’s judgment about the credit quality of a borrower may be wrong.
The risks associated with Senior Loans of below-investment grade
quality are similar to the risks of other lower grade Income Securities, although Senior Loans are typically senior in payment priority
and secured on a senior priority basis, in contrast to subordinated and unsecured Income Securities.
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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 Income Securities,
which may have fixed interest rates. The Fund’s investments in Senior Loans are typically below-investment grade and are considered
speculative because of the credit risk of their issuers. Such companies are more likely to default on their payments of interest and principal
owed to the Fund, and such defaults could reduce the Fund’s net asset value and income distributions. An economic downturn generally
leads to a higher non-payment rate, and a debt obligation may lose significant value before a default occurs. Moreover, any specific collateral
used to secure a Senior Loan may decline in value or become illiquid, which would adversely affect the Senior Loan’s value.
Economic and other events (whether real or perceived) can reduce
the demand for certain Senior Loans or Senior Loans generally, which may reduce market prices and cause the Fund’s NAV per share
to fall. The frequency and magnitude of such changes cannot be predicted.
Loans and other debt instruments are also subject to the risk of
price declines due to increases in prevailing interest rates, although floating-rate debt instruments are substantially less exposed to
this risk than fixed-rate debt instruments. Interest rate changes may also increase prepayments of debt obligations and require the Fund
to invest assets at lower yields. No active trading market may exist for certain Senior Loans, which may impair the ability of the Fund
to realize full value in the event of the need to liquidate such assets. Adverse market conditions may impair the liquidity of some actively
traded Senior Loans, meaning that the Fund may not be able to sell them quickly at a desirable price. To the extent that a secondary market
does exist for certain Senior Loans, the market may be subject to irregular trading activity, wide bid/ask spreads and extended trade
settlement periods. Illiquid Senior Loans may also be difficult to value.
Although the Senior Loans in which the Fund will invest generally
will be secured by specific collateral, there can be no assurance that liquidation of such collateral would satisfy the borrower’s
obligation in the event of non-payment of scheduled interest or principal or that such collateral could be readily liquidated. In the
event of the bankruptcy of a borrower, the Fund could experience delays or limitations with respect to its ability to realize the benefits
of the collateral securing a Senior Loan. If the terms of a Senior Loan do not require the borrower to pledge additional collateral in
the event of a decline in the value of the already pledged collateral, the Fund will be exposed to the risk that the value of the collateral
will not at all times equal or exceed the amount of the borrower’s obligations under the Senior Loans. To the extent that a Senior
Loan is collateralized by stock in the borrower or its subsidiaries, such stock may lose all of its value in the event of the bankruptcy
of the borrower. Such Senior Loans involve a greater risk of loss. Some Senior Loans are subject to the risk that a court, pursuant to
fraudulent conveyance or other similar laws, could subordinate or otherwise adversely affect the priority of the Senior Loans to presently
existing or future indebtedness of the borrower or could take other action detrimental to lenders, including the Fund. Such court action
could under certain circumstances include invalidation of Senior Loans.
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Senior Loans are subject to legislative risk. If legislation or
state or federal regulations impose additional requirements or restrictions on the ability of financial institutions to make loans, the
availability of Senior Loans for investment by the Fund may be adversely affected. In addition, such requirements or restrictions could
reduce or eliminate sources of financing for certain borrowers. This could increase the risk of default. If legislation or federal or
state regulations require financial institutions to increase their capital requirements in order to make or hold certain debt investments,
this may cause financial institutions to dispose of Senior Loans that are considered highly levered transactions. Such sales could result
in prices that, in the opinion of the Adviser, do not represent fair value. If the Fund attempts to sell a Senior Loan at a time when
a financial institution is engaging in such a sale, the price the Fund could receive for the Senior Loan may be adversely affected.
The Fund’s investments in Senior Loans may be subject to lender
liability risk. Lender liability refers to a variety of legal theories generally founded on the premise that a lender has violated a duty
of good faith, commercial reasonableness and fair dealing or a similar duty owed to the borrower or has assumed an excessive degree of
control over the borrower resulting in the creation of a fiduciary duty owed to the borrower or its other creditors or shareholders. Because
of the nature of its investments, the Fund may be subject to allegations of lender liability. In addition, under common law principles
that in some cases form the basis for lender liability claims, a court may elect to subordinate the claim of an offending lender or bondholder
(or group of offending lenders or bondholders) to the claims of a disadvantaged creditor (or group of creditors).
Economic exposure to Senior Loans through the use of derivatives
transactions may involve greater risks than if the Fund had invested in the Senior Loan interest directly during a primary distribution
or through assignments or participations in a loan acquired in secondary markets since, in addition to the risks described above, derivatives
transactions to gain exposure to Senior Loans may be subject to leverage risk and greater illiquidity risk, counterparty risk, valuation
risk and other risks associated with derivatives discussed herein.
Second Lien Loans Risk
The Fund may invest in “second lien” secured floating
rate Loans made by public and private corporations and other non-governmental entities and issuers for a variety of purposes (“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
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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.
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 invest in loans directly or through participations
or assignments. The Fund may purchase Loans on a direct assignment basis from a participant in the original syndicate of lenders or from
subsequent assignees of such interests. The Fund may also purchase, without limitation, participations in Loans. The purchaser of an assignment
typically succeeds to all the rights and obligations of the assigning institution and becomes a lender under the credit agreement with
respect to the debt obligation; however, the purchaser’s rights can be more restricted than those of the assigning institution,
and, in any event, the Fund may not be able to unilaterally enforce all rights and remedies under the loan and with regard to any associated
collateral. A participation typically results in a contractual relationship only with the institution participating out the interest,
not with the borrower. In purchasing participations, the Fund generally will have no right to enforce compliance by the borrower with
the terms of the loan agreement against the borrower, and the Fund may not directly benefit from the collateral supporting the debt obligation
in which it has purchased the participation. As a result, the Fund will be exposed to the credit risk of both the borrower and the institution
selling the participation. Further, in purchasing participations in lending syndicates, the Fund may not be able to conduct the same due
diligence on the borrower with respect to a Loan that the Fund would otherwise conduct. In addition, as a holder of the participations,
the Fund may not have voting rights or inspection rights that the Fund would
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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.
Loans are especially vulnerable to the financial health, or perceived
financial health, of the borrower but are also particularly susceptible to economic and market sentiment such that changes in these conditions
or the occurrence of other economic or market events may reduce the demand for loans and cause their value to decline rapidly and unpredictably.
Many loans and loan interests are subject to legal or contractual restrictions on transfer, resale or assignment that may limit the ability
of the Fund to sell its interest in a loan at an advantageous time or price. The resale, or secondary, market for loans is currently growing,
but may become more limited or more difficult to access, and such changes may be sudden and unpredictable. Transactions in loans are often
subject to long settlement periods (in excess of the standard T+2 days settlement cycle for most securities and often longer than seven
days). As a result, sale proceeds potentially will not be available to the Fund to make additional investments or to use proceeds to meet
its current obligations. The Fund thus is subject to the risk of selling other investments at disadvantageous times or prices or taking
other actions necessary to raise cash to meet its obligations such as borrowing from a bank or holding additional cash, particularly during
periods of unusual market or economic conditions or financial stress.
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 (“covenant-lite obligations”),
which are generally subject to more risk than investments that contain traditional financial maintenance covenants and financial reporting
requirements. The Fund may have fewer rights with respect to covenant-lite obligations, including fewer protections against the possibility
of default and fewer remedies in the event of default. As a result, investments in (or exposure to) covenant-lite obligations are subject
to more risk than investments in (or exposure to) certain other types of obligations.
In certain circumstances, the Adviser or its affiliates (including
on behalf of clients other than the Fund) or the Fund may be in possession of material non-public information about a borrower as a result
of its ownership of a loan and/or corporate debt security of a borrower. Because U.S. laws and regulations generally prohibit trading
in securities of issuers while in possession of material, non¬public information, the Fund might be unable (potentially for a substantial
period of time) to trade securities or other instruments issued by the borrower when it would otherwise be advantageous to do so and,
as such, could incur a loss. In circumstances when the Adviser, GPIM or the Fund determines to avoid or to not receive non-public information
about a borrower for loan investments being considered for acquisition by the Fund or held by the Fund, the Fund may be disadvantaged
relative to other investors that do receive such information, and the Fund may not be able to take advantage of other investment opportunities
that it may otherwise have. The Adviser or its affiliates may participate in the primary and secondary market for loans or other transactions
with possible borrowers. As a result, the Fund may be legally restricted from acquiring some loans and
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from participating in a restructuring of a loan or other similar
instrument. Further, if the Fund, in combination with other accounts managed by the Adviser or its affiliates, acquires a large portion
of a loan, the Fund’s valuation of its interests in the loan and the Fund’s ability to dispose of the loan at favorable times
or prices may be adversely affected.
The Fund is subject to other risks associated with investments in
(or exposure to) loans and other similar obligations, including that such loans or obligations may not be considered “securities”
and, as a result, the Fund may not be entitled to rely on the anti-fraud protections under the federal securities laws and instead may
have to resort to state law and direct claims.
Unfunded Commitments Risk
Certain of the loan participations or assignments acquired by the
Fund may involve unfunded commitments of the lenders, revolving credit facilities, delayed draw credit facilities or other investments
under which a borrower may from time to time borrow and repay amounts up to the maximum amount of the facility. In such cases, the Fund
would have an obligation to advance its portion of such additional borrowings upon the terms specified in the loan documentation. Such
an obligation may have the effect of requiring the Fund to increase its investment in a company at a time when it might not be desirable
to do so (including at a time when the company’s financial condition makes it unlikely that such amounts will be repaid). These
commitments are generally subject to the borrowers meeting certain criteria such as compliance with covenants and certain operational
metrics. The terms of the borrowings and financings subject to commitment are comparable to the terms of other loans and related investments
in the Fund’s portfolio.
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 subject to the same risks
associated with investment in Senior Loans, Second Lien Loans and other lower grade Income Securities. However, Mezzanine Investments
may rank lower in right of payment than any outstanding Senior Loans and Second Lien Loans of the borrower, or may be unsecured (i.e.,
not backed by a security interest in any specific collateral), and are subject to the additional risk that the cash flow of the borrower
and available assets may be insufficient to meet scheduled payments after giving effect to any higher ranking obligations of the borrower.
Mezzanine Investments are expected to have greater price volatility and exposure to losses upon default than Senior Loans and Second Lien
Loans and may be less liquid.
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
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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. GPIM’s judgment about the credit quality of the issuer and the relative
value and liquidity of its securities may prove to be wrong.
Convertible Securities Risk
Convertible securities, debt or preferred equity securities convertible
into, or exchangeable for, equity securities, are generally preferred stocks and other securities, including fixed-income securities and
warrants that are convertible into or exercisable for common stock. Convertible securities generally participate in the appreciation or
depreciation of the underlying stock into which they are convertible, but to a lesser degree and are subject to the risks associated with
debt and equity securities, including interest rate, market and issuer risks. For example, if market interest rates rise, the value of
a convertible security usually falls. Certain convertible securities may combine higher or lower current income with options and other
features. Warrants are options to buy a stated number of shares of common stock at a specified price anytime during the life of the warrants
(generally, two or more years). Convertible securities may be lower-rated securities subject to greater levels of credit risk. A convertible
security may be converted before it would otherwise be most appropriate, which may have an adverse effect on the Fund’s ability
to achieve its investment objective.
“Synthetic” convertible securities have economic characteristics
similar to those of a traditional convertible security due to the combination of separate securities that possess the two principal characteristics
of a traditional convertible security, i.e., an income-producing security (“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.
Preferred Securities/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 riskier than the bonds and other debt instruments of the issuer,
but less risky than its common stock. Preferred stocks may pay fixed or adjustable rates of return. Preferred stock is subject to issuer-specific
and market risks applicable generally to equity securities. Certain preferred stocks contain provisions that allow an issuer under certain
conditions to skip (in the case of “non-cumulative” preferred stocks) or defer (in the case of “cumulative” preferred
stocks) dividend payments. Preferred stocks often contain provisions that
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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. Preferred stock has properties of both an equity and a debt instrument
and is generally considered a hybrid instrument.
Foreign Securities Risk
The Fund may invest up to 20% of its total assets in non-U.S. dollar-denominated
Income Securities of foreign issuers. Investing in foreign issuers may involve certain risks not typically associated with investing in
securities of U.S. issuers due to increased exposure to foreign economic, political (including geopolitical) and legal developments, including
favorable or unfavorable changes in currency exchange rates, exchange control regulations (including currency blockage), expropriation
or nationalization of assets, imposition of withholding taxes on payments, and possible difficulty in obtaining and enforcing judgments
against foreign entities. Furthermore, issuers of foreign securities and obligations are subject to different, often less comprehensive,
accounting, reporting and disclosure requirements than domestic issuers. The securities and obligations of some foreign companies and
foreign markets are less liquid and at times more volatile than comparable U.S. securities, obligations and markets. In addition, such
investments are subject to other adverse diplomatic investments, which may include the imposition of economic or trade sanctions or other
measures by the U.S. or other governments and supranational organizations or changes in trade policies. These risks may be more pronounced
to the extent that the Fund invests a significant amount of its assets in companies located in one region and to the extent that the Fund
invests in securities of issuers in emerging markets. The Fund may also invest in U.S. dollar-denominated Income Securities of foreign
issuers, which are subject to many of the risks described above regarding Income Securities of foreign issuers denominated in foreign
currencies. These risks are heightened under adverse economic conditions.
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 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.
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Dividend and interest income may be subject to withholding and other
foreign taxes, which may adversely affect the net return on such investments. There may be difficulty in obtaining or enforcing a court
judgment abroad. The governments of certain countries may prohibit or impose substantial restrictions on foreign investments in their
capital markets or in certain industries. In addition, it may be difficult to effect repatriation of capital invested in certain countries.
With respect to certain countries, there are risks of expropriation, confiscatory taxation, political or social instability or diplomatic
developments that could affect assets of the Fund held in foreign countries.
Economic sanctions or other similar measures may be, and have been,
imposed against certain countries, organizations, companies, entities and/or individuals. Economic sanctions and other similar governmental
actions or developments could, among other things, effectively restrict or eliminate the Fund’s ability to purchase or sell certain
foreign securities or groups of foreign securities, and thus may make the Fund’s investments in such securities less liquid or more
difficult to value. In addition, as a result of economic sanctions and other similar governmental actions or developments, the Fund may
be forced to sell or otherwise dispose of foreign investments at inopportune times or prices. The type and severity of sanctions and other
similar measures, including counter sanctions and other retaliatory actions, that have been impacted against Russia and other countries
and that may further be imposed could vary broadly in scope, and their impact is difficult to accurately predict. For example, the imposition
of sanctions and other similar measures likely would, among other things, cause a decline in the value and/or liquidity of securities
issued by the sanctioned country or companies located in or economically tied to the sanctioned country and increase market volatility
and disruption in the sanctioned country and throughout the world. Sanctions and other similar measures could significantly delay or prevent
the settlement of securities transactions or their valuation, and significantly impact the Fund’s liquidity and performance. Sanctions
and other similar measures may be in place for a substantial period of time and enacted with limited advanced notice.
There may be less publicly available information about a foreign
company than a U.S. company. Foreign securities markets may have substantially less volume than U.S. securities markets and some foreign
company securities are less liquid than securities of otherwise comparable U.S. companies. Foreign markets may be more volatile than U.S.
markets and offer less protection to investors. Foreign markets also have different clearance and settlement procedures that could cause
the Fund to encounter difficulties in purchasing and selling securities on such markets and may result in the Fund missing attractive
investment opportunities or experiencing a loss. In addition, a portfolio that includes foreign securities can expect to have a higher
expense ratio because of the increased transaction costs on non-U.S. securities markets and the increased costs of maintaining the custody
of foreign securities. Similar foreign investment risks may apply to futures contracts and other derivative instruments in which the Fund
invests that trade on foreign exchanges. The value of derivative and other instruments denominated in or that pay revenues in foreign
currencies may fluctuate based on changes in the value of those currencies relative to the U.S. dollar, and a decline in applicable foreign
exchange rates could reduce the value of such instruments held by the Fund. Foreign settlement procedures also may involve additional
risks.
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American depositary receipts (“ADRs”) are receipts issued
by United States banks or trust companies in respect of securities of foreign issuers held on deposit for use in the United States securities
markets. While ADRs may not necessarily be denominated in the same currency as the securities into which they may be converted, many of
the risks associated with foreign securities may also apply to ADRs. In addition, the underlying issuers of certain depositary receipts,
particularly unsponsored or unregistered depositary receipts, are under no obligation to distribute shareholder communications to the
holders of such receipts, or to pass through to them any voting rights with respect to the deposited securities. These risks are heightened
under the current conditions.
The Fund may invest up to 10% of its total assets in Income Securities
the issuers of which are located in countries considered to be emerging markets, and investments in such securities are considered speculative.
Investing in securities in emerging countries generally entails greater risks than investing in securities in developed countries. Securities
issued by governments or issuers in emerging market countries are more likely to have greater exposure to the risks of investing in foreign
securities. These risks are elevated under current macro¬economic, geopolitical and continuing global health conditions and include:
(i) less social, political and economic stability and potentially more volatile currency exchange rates; (ii) the small current size of
the markets for such securities, limited access to investments in the event of market closures (including due to local holidays), and
the currently low or nonexistent volume of trading, which result in a lack of liquidity, in greater price volatility, and/or a higher
risk of failed trades or other trading issues; (iii) national policies (including sanctions programs) which may restrict the Fund’s
investment opportunities, including restrictions on investment in issuers or industries deemed sensitive to national interests, and trade
barriers; (iv) foreign taxation; (v) the absence of developed legal systems, including structures governing private or foreign investment
or allowing for judicial redress (such as limits on rights and remedies available to the Fund) for investment losses and injury to private
property; (vi) lower levels of government regulation, which could lead to market manipulation, and less extensive and transparent accounting,
auditing, recordkeeping, financial reporting and other requirements which limit the quality and availability of financial information;
(vii) high rates of inflation for prolonged periods and rapid interest rate changes; (viii) dependence on a few key trading partners and
sensitivity to adverse political (including geopolitical) or social events affecting the global economy and the region where an emerging
market is located compared to developed market securities; and (ix) particular sensitivity to global economic conditions, including adverse
effects stemming from recessions, depressions, or other economic crises, or armed conflicts, or reliance on international or other forms
of aid, including trade, taxation and development policies. Furthermore, foreign investors may be required to register the proceeds of
sales and future economic or political crises could lead to price controls, forced mergers, expropriation or confiscatory taxation, seizure,
nationalization or creation of government monopolies. The currencies of emerging market countries may experience significant declines
against the U.S. dollar, and devaluation may occur subsequent to investments in these currencies by the Fund. Inflation and rapid fluctuations
in inflation rates have had, and may continue to have, negative effects on the economies and securities markets of certain
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emerging market countries. Sovereign debt of emerging countries
may be in default or present a greater risk of default, the risk of which is heightened given the current conditions. These risks are
heightened for investments in frontier markets.
GPIM has broad discretion to identify countries that it considers
to qualify as “emerging markets.” In determining whether a country is an emerging market, GPIM may take into account specific
or general factors that GPIM deems to be relevant, including interest rates, inflation rates, exchange rates, monetary and fiscal policies,
trade and current account balances and/or legal, social and political developments, as well as whether the country is considered to be
emerging or developing by supranational organizations such as the World Bank, the United Nations or other similar entities. Emerging market
countries generally will include countries with low gross national product per capita and the potential for rapid economic growth and
are likely to be located in Africa, Asia, the Middle East, Eastern and Central Europe and Central and South America. In addition, the
impact of the economic and public health situation in emerging market countries may be greater due to their generally less established
healthcare systems and capabilities with respect to fiscal and monetary policies, which may exacerbate other pre-existing political, social
and economic risks.
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
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. Finally, the Fund’s distributions are paid in U.S. dollars,
and to the extent the Fund’s assets are denominated in currencies other than the U.S. dollar, there is a risk that the value of
any distribution from such assets may decrease if the currency in which such assets or distributions are denominated falls in relation
to the value of the U.S. dollar. The Fund currently intends to seek to hedge its exposures to foreign currencies but may, at the discretion
of GPIM, at any time limit or eliminate foreign currency hedging activity. To the extent the Fund does not hedge (or is unsuccessful in
seeking to hedge) its foreign currency risk, the value of the Fund’s assets and income could be adversely affected by currency exchange
rate movements.
Sovereign Debt Risk
Investments in sovereign debt securities, such as foreign government
debt or foreign treasury bills, involve special risks, including the availability of sufficient foreign exchange on the date a payment
is due, the relative size of the debt service burden to the economy as a whole, the government debtor’s policy towards the International
Monetary Fund or international lenders, the political constraints to which the debtor may be subject and other political considerations.
Periods of economic and political uncertainty may result in the illiquidity and increased price volatility of sovereign debt securities
held by the Fund. The governmental authority that controls the repayment of sovereign
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debt may be unwilling or unable to repay the principal and/or interest
when due in accordance with the terms of such securities due to the extent of its foreign reserves. If an issuer of sovereign debt defaults
on payments of principal and/or interest, the Fund may have limited or no legal recourse against the issuer and/or guarantor. In certain
cases, remedies must be pursued in the courts of the defaulting party itself. For example, there may be no bankruptcy or similar proceedings
through which all or part of the sovereign debt that a governmental entity has not repaid may be collected. There can be no assurance
that the holders of commercial bank loans to the same sovereign entity may not contest payments to the holders of sovereign debt in the
event of default under commercial bank loan agreements.
Certain issuers of sovereign debt may be dependent on disbursements
from foreign governments, multilateral agencies and others abroad to reduce principal and interest arrearages on their debt. Such disbursements
may be conditioned upon a debtor’s implementation of economic reforms and/or economic performance and the timely service of such
debtor’s obligations. A failure on the part of the debtor to implement such reforms, achieve such levels of economic performance
or repay principal or interest when due may result in the cancellation of such third parties’ commitments to lend funds to the debtor,
which may impair the debtor’s ability to service its debts on a timely basis. Foreign investment in certain sovereign debt is restricted
or controlled to varying degrees, including requiring governmental approval for the repatriation of income, capital or proceeds of sales
by foreign investors. These restrictions or controls may at times limit or preclude foreign investment in certain sovereign debt and increase
the costs and expenses of the Fund.
As a holder of sovereign debt, the Fund may be requested to participate
in the restructuring of such sovereign indebtedness, including the rescheduling of payments and the extension of further loans to debtors,
which may adversely affect the Fund. There can be no assurance that such restructuring will result in the repayment of all or part of
the debt. Sovereign debt risk is increased for emerging market issuers and certain emerging market countries have declared moratoria on
the payment of principal and interest on external debt. Certain emerging market countries have experienced difficulty in servicing their
sovereign debt on a timely basis, which has led to defaults and the restructuring of certain indebtedness.
The Fund may also invest in securities or other obligations issued
or backed by supranational organizations, which are international organizations that are designated or supported by government entities
or banking institutions typically to promote economic reconstruction or development. These obligations are subject to the risk that the
government(s) on whose support the organization depends may be unable or unwilling to provide the necessary support. With respect to both
sovereign and supranational obligations, the Fund may have little recourse against the foreign government or supranational organization
that issues or backs the obligation in the event of default. These obligations may be denominated in foreign currencies and the prices
of these obligations may be more volatile than corporate debt obligations.
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Common Equity Securities Risk
The Fund may invest up to 50% of its total assets in Common Equity
Securities. An adverse event, such as an unfavorable earnings report, may depress the value of a particular common stock held by the Fund.
Also, the prices of equity securities are sensitive to general movements in the stock market, so a drop in the stock market may depress
the prices of equity securities to which the Fund has exposure. Common Equity Securities’ 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 the economy overall, and broader domestic and international political and economic events. The prices of Common Equity Securities
may also decline due to factors which affect a particular industry or industries, such as labor shortages or increased production and
other costs and competitive conditions within an industry. The value of a particular common stock held by the Fund may decline for a number
of other reasons which directly relate to the issuer, such as management performance, financial leverage, the issuer’s historical
and prospective earnings, the value of its assets and reduced demand for its goods and services. In addition, common stock prices may
be particularly sensitive to rising interest rates, as the cost of capital rises and borrowing costs increase. The prices of Common Equity
Securities are also sensitive to general movements in the stock market, so a drop in the stock market may depress the prices of Common
Equity Securities to which the Fund has exposure. At times, stock markets can be volatile and stock prices can change substantially and
suddenly. While broad market measures of Common Equity Securities have historically generated higher average returns than Income Securities,
Common Equity Securities have also experienced significantly more volatility in those returns. Common Equity Securities in which the Fund
may invest are structurally subordinated to preferred stock, bonds and other debt instruments in a company’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. Equity securities have experienced heightened
volatility over recent periods and, therefore, the Fund’s investments in equity securities are subject to heightened risks related
to volatility during the current environment and would likely also be subject to such risks in similar market, economic and public health
conditions in the future.
Risks Associated with the Fund’s Covered Call Option Strategy
and Put Options
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 write call options on individual securities, securities
indices, exchange-traded funds (“ETFs”) and baskets of securities. The buyer of an option acquires the right, but not the
obligation,
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to buy (a call option) or sell (a put option) a certain quantity
of a security (the underlying security) or instrument, including a futures contract or swap, at a certain price up to a specified point
in time or on expiration, depending on the terms. The seller or writer of an option is obligated to sell (a call option) or buy (a put
option) the underlying instrument upon exercise of the option. A call option is “covered” if the Fund owns the security or
instrument underlying the call or has an absolute right to acquire the security or instrument without additional cash consideration (or,
if additional cash consideration is required under current regulatory requirements, cash or assets determined to be liquid by GPIM (in
accordance with procedures established by the Board) in such amount are segregated by the Fund’s custodian or earmarked on the Fund’s
books and records). A call option is also covered if the Fund holds a call on the same security as the call written where the exercise
price of the call held is (i) equal to or less than the exercise price of the call written, or (ii) greater than the exercise price of
the call written, provided the difference is maintained by the Fund in segregated assets determined to be liquid by GPIM as described
above. As a seller of covered call options, the Fund faces the risk that it will forgo the opportunity to profit from increases in the
market value of the security or instrument covering the call option during an option’s life. As the Fund writes covered calls over
more of its portfolio, its ability to benefit from capital appreciation becomes more limited. For certain types of options, the writer
of the option will have no control over the time when it may be required to fulfill its obligation under the option.
There can be no assurance that a liquid market will exist if and
when the Fund seeks to close out an option position. Once an option writer has received an exercise notice, it cannot effect a closing
purchase transaction in order to terminate its obligation under the option and must deliver the underlying security or instrument at the
exercise price.
The Fund may purchase and write exchange-listed and OTC options.
Options written by the Fund with respect to non-U.S. securities, indices or sectors and other instruments generally will be OTC options.
OTC options differ from exchange-listed options in several respects. They are transacted directly with the dealers and not with a clearing
corporation, and therefore entail the risk of non¬performance by the dealer. OTC options are available for a greater variety of securities
and for a wider range of expiration dates and exercise prices than are available for exchange-traded options. Because OTC options are
not traded on an exchange, pricing is done normally by reference to information from a market maker. OTC options are subject to heightened
counterparty, credit, liquidity and valuation risks. The Fund’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.
The Fund may also purchase put options and write covered put options.
A put option written by the Fund on a security is “covered” if the Fund segregates or earmarks assets determined to be liquid
by GPIM, in accordance with the procedures established by the Board, equal to the exercise price. A put option is also covered if the
Fund holds a put on the same security as the put written where the
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exercise price of the put held is (i) equal to or greater than the
exercise price of the put written, or (ii) less than the exercise price of the put written, provided the difference is maintained by the
Fund in segregated or earmarked assets determined to be liquid by GPIM, as described above. As a seller of covered put options, the Fund
bears the risk of loss if the value of the underlying security or instrument declines below the exercise price minus the put premium.
If the option is exercised, the Fund could incur a loss if it is required to purchase the security or instrument underlying the put option
at a price greater than the market price of the security or instrument at the time of exercise plus the put premium the Fund received
when it wrote the option. The Fund’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.
Risks of Real Property Asset Companies
The Fund may invest in Income Securities and Common Equity Securities
issued by Real Property Asset Companies.
Real Estate Risks. Because of the Fund’s ability to make indirect
investments in real estate and in the securities of companies in the real estate industry, it is subject to risks associated with the
direct ownership of real estate. These risks include:
• | | declines in the value of real estate; |
• | | general and local economic conditions; |
• | | unavailability of mortgage funds; |
• | | extended vacancies of properties; |
• | | increases in property taxes and operating expenses; |
• | | losses due to costs of cleaning up environmental problems and contamination; |
• | | limitations on, or unavailability of, insurance on economic terms; |
• | | liability to third parties for damages resulting from environmental problems; |
• | | casualty or condemnation losses; |
• | | changes in neighborhood values and the appeal of properties to tenants; |
• | | changes in valuation due to the impact of terrorist incidents on a particular property or
area, or on a segment of the economy; and |
• | | changes in interest rates. |
Natural Resources and Commodities Risks
Because of the Fund’s ability to make indirect investments
in natural resources and physical commodities, and in Real Property Asset Companies engaged in oil and gas exploration and production,
gold and other precious metals, steel and iron ore production, energy services, forest
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products, chemicals, coal, alternative energy sources and environmental
services, as well as related transportation companies and equipment manufacturers, the Fund is subject to risks associated with special
risks, which include:
Supply and Demand Risk
A decrease in the production of a physical commodity or a decrease
in the volume of such commodity available for transportation, mining, processing, storage or distribution may adversely impact the financial
performance of an energy, natural resources, basic materials or an associated company that devotes a portion of its business to that commodity.
Production declines and volume decreases could be caused by various factors, including catastrophic events affecting production, depletion
of resources, labor difficulties, environmental proceedings, increased regulations, equipment failures and unexpected maintenance problems,
import supply disruption, governmental expropriation, political upheaval or conflicts or increased competition from alternative energy
sources or commodity prices. Alternatively, a sustained decline in demand for such commodities could also adversely affect the financial
performance of energy, natural resources, basic materials or associated companies. Factors that could lead to a decline in demand include
economic recession or other adverse economic conditions, higher taxes on commodities or increased governmental regulations, increases
in fuel economy, consumer shifts to the use of alternative commodities or fuel sources, changes in commodity prices, or weather.
Depletion and Exploration Risk
Many energy, natural resources, basic materials and associated companies
are engaged in the production of one or more physical commodities or are engaged in transporting, storing, distributing and processing
these items on behalf of shippers. To maintain or grow their revenues, these companies or their customers need to maintain or expand their
reserves through exploration of new sources of supply, through the development of existing sources, through acquisitions or through long-term
contracts to acquire reserves. The financial performance of energy, natural resources, basic materials and associated companies may be
adversely affected if they, or the companies to whom they provide the service, are unable to cost-effectively acquire additional reserves
sufficient to replace the natural decline.
Operational and Geological Risk
Energy, natural resources, basic materials companies and associated
companies are subject to specific operational and geological risks in addition to normal business and management risks. Some examples
of operational risks include mine rock falls, underground explosions and pit wall failures. Geological risk would include faulting of
the ore body and misinterpretation of geotechnical data.
Regulatory Risk
Energy, natural resources, basic materials and associated companies
are subject to significant federal, state and local government regulation in virtually every aspect of their operations, including how
facilities are constructed, maintained and operated, environmental and safety controls, and the prices they may charge for the products
and services they provide. Various governmental authorities
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have the power to enforce compliance with these regulations and
the permits issued under them, and violators are subject to administrative, civil and criminal penalties, including civil fines, injunctions
or both. Stricter laws, regulations or enforcement policies could be enacted in the future which would likely increase compliance costs
and may adversely affect the operations and financial performance of energy, natural resources and basic materials companies.
Commodity Pricing Risk
The operations and financial performance of energy, natural resources
and basic materials companies may be directly affected by commodity prices, especially those energy, natural resources, basic materials
and associated companies that own the underlying commodity. Commodity prices fluctuate for several reasons, including changes in market
and economic conditions, the impact of weather on demand, levels of domestic production and imported commodities, energy conservation,
domestic and foreign governmental regulation and taxation, the availability of local, intrastate and interstate transportation systems,
governmental expropriation and political upheaval and conflicts. Volatility of commodity prices, which may lead to a reduction in production
or supply, may also negatively impact the performance of energy, natural resources, basic materials and associated companies that are
solely involved in the transportation, processing, storing, distribution or marketing of commodities. Volatility of commodity prices may
also make it more difficult for energy, natural resources, basic materials and associated companies to raise capital to the extent the
market perceives that their performance may be directly or indirectly tied to commodity prices.
Precious Metals Pricing Risk
The Fund may invest in companies that have a material exposure to
precious metals, such as gold, silver and platinum and precious metals related instruments and securities. The price of precious metals
can fluctuate widely and is affected by numerous factors beyond the Fund’s control including: global or regional political, economic
or financial events and situations; investors’ expectations with respect to the future rates of inflation and movements in world
equity, financial and property markets; global supply and demand for specific precious metals, which is influenced by such factors as
mine production and net forward selling activities by precious metals producers, central bank purchases and sales, jewelry demand and
the supply of recycled jewelry, net investment demand and industrial demand, net of recycling; interest rates and currency exchange rates,
particularly the strength of and confidence in the U.S. dollar; and investment and trading activities of hedge funds, commodity funds
and other speculators. The Fund does not intend to hold physical precious metals.
Risks of Personal Property Asset Companies
The Fund may invest in Income Securities and Common Equity Securities
issued by Personal Property Asset Companies. Personal (as opposed to real) property includes any tangible, movable property or asset.
The Fund seeks to invest in Income Securities and Common Equity Securities of Personal Property Asset Companies that are associated with
personal property assets with investment performance that is not highly correlated with traditional market indexes, such as special situation
transportation assets (e.g., railcars, airplanes and ships) and collectibles (e.g., antiques, wine and fine art).
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Special Situation Transportation Assets Risks
The risks of special situation transportation assets include:
Cyclicality of Supply and Demand for Transportation Assets Risk.
The transportation asset leasing and sales industry has periodically experienced cycles of oversupply and undersupply of railcars,
aircraft and ships. The oversupply of a specific type of transportation asset in the market is likely to depress the values of that type
of transportation asset. The supply and demand of transportation assets is affected by various cyclical factors that are not under the
Fund’s control, including: (i) passenger and cargo demand; (ii) commercial demand for certain types of transportation assets, (iii)
fuel costs and general economic conditions affecting lessees’ operations; (iv) government regulation, including operating restrictions;
(v) interest rates; (vi) the availability of credit; (vii) manufacturer production level; (viii) retirement and obsolescence of certain
classes of transportation assets; (ix) re-introduction into service of transportation assets previously in storage; and (x) traffic control
infrastructure constraints.
Risk of Decline in Value of Transportation Assets and Rental
Values. In addition to factors linked to the railway, aviation and shipping industries, other factors that may affect the value of
transportation assets, and thus of the Personal Property Asset Companies in which the Fund invests, include: (i) manufacturers merging
or exiting the industry or ceasing to produce specific types of transportation asset; (ii) the particular maintenance and operating history
of the transportation assets; (iii) the number of operators using that type of transportation asset; (iv) whether the railcar, aircraft
or ship is subject to a lease; (v) any regulatory and legal requirements that must be satisfied before the transportation asset can be
operated, sold or re-leased, (vi) compatibility of parts and layout of the transportation asset among operators of particular asset; and
(vii) any renegotiation of a lease on less favorable terms.
Technological Risks. The availability for sale or lease of
new, technologically advanced transportation assets and the imposition of stringent noise, emissions or environmental regulations may
make certain types of transportation assets less desirable in the marketplace and therefore may adversely affect the owners’ ability
to lease or sell such transportation assets. Consequently, the owner will have to lease or sell many of the transportation assets close
to the end of their useful economic life. The owners’ ability to manage these technological risks by modifying or selling transportation
assets will likely be limited.
Risks Relating to Leases of Transportation Assets. Owner/lessors
of transportation assets will typically require lessees of assets to maintain customary and appropriate insurance. There can be no assurance
that the lessees’ insurance will cover all types of claims that may be asserted against the owner, which could adversely affect
the value of the Fund’s investment in the Personal Property Asset Company owning such transportation asset. Personal Property Asset
Companies will be subject to credit risk of the lessees’ ability to the provisions of the lease of the transportation asset. The
Personal Property Asset Company will need to release or sell transportation assets as the current leases expire in order to continue to
generate revenues. The ability to re-lease or sell transportation assets will depend on general market and competitive conditions. Some
of the competitors of the Personal Property Asset Company may have greater access to financial resources and may have
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greater operational flexibility. If the Personal Property Asset
Company is not able to re-lease a transportation asset, it may need to attempt to sell the aircraft to provide funds for its investors,
including the Fund.
Collectible Assets Risks
The risks of collectible assets include:
Valuation of Collectible Assets Risk. The market for collectible
assets as a financial investment is in the early stages of development. Collectible assets are typically bought and sold through auction
houses, and estimates of prices of collectible assets at auction are imprecise. Accordingly, collectible assets are difficult to value.
Liquidity of Collectible Assets Risk. There are relatively
few auction houses in comparison to brokers and dealers of traditional financial assets. The ability to sell collectible assets is dependent
on the demand for particular classes of collectible assets, which demand has been volatile and erratic in the past. There is no assurance
that collectible assets can be sold within a particular timeframe or at the price at which such collectible assets are valued, which may
impair the ability of the Fund to realize full value of Personal Property Asset Companies in the event of the need to liquidate such assets.
Authenticity of Collectible Assets Risk. The value of collectible
assets often depends on its rarity or scarcity, or of its attribution as the product of a particular artisan. Collectible Assets are subject
to forgery and to the inabilities to assess the authenticity of the collectible asset, which may significantly impair the value of the
collectible asset.
High Transaction and Related Costs Risk. Collectible assets
are typically bought and sold through auction houses, which typically charge commissions to the purchaser and to the seller which may
exceed 20% of the sale price of the collectible asset. In addition, holding collectible assets entails storage and insurance costs, which
may be substantial.
Private Securities Risk
The Fund may invest in privately issued Income Securities and Common
Equity Securities of 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 GPIM’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. Valuation may require more research, and elements of judgment may play a greater role in the valuation of Private Securities as
compared to public securities because there is less reliable objective data available. Private Securities that are debt securities generally
are of below-investment grade quality, frequently are unrated and present many of the same risks as investing in below-investment grade
public debt securities. Investing in private debt instruments is a highly specialized
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investment practice that depends more heavily on independent credit
analysis than investments in other types of obligations.
Investment Funds Risk
As an alternative to holding investments directly, the Fund may
also obtain investment exposure to Income Securities and Common Equity Securities by investing up to 30% of its total assets in Investment
Funds. These investments include open-end funds, closed-end funds, exchange-traded funds and business development companies as well as
other pooled investment vehicles. Investment Funds may include those advised by the Adviser or its affiliates. Investments in Investment
Funds present certain special considerations and risks not present in making direct investments in Income Securities and Common Equity
Securities. Investments in Investment Funds subject the Fund to the risks affecting such Investment Funds and involve operating expenses
and fees that are in addition to the expenses and fees borne by the Fund. Such expenses and fees attributable to the Fund’s investment
in another Investment Fund are borne indirectly by Common Shareholders. Accordingly, investment in such entities involves expenses and
fees at both levels. Fees and expenses borne by other Investment Funds in which the Fund invests may be similar to the fees and expenses
borne by the Fund and can include asset-based management fees and administrative fees payable to such entities’ advisers and managers
as well as other expenses borne by such entities, thus resulting in fees and expenses at both levels. To the extent management fees of
Investment Funds are based on total gross assets, it may create an incentive for such entities’ managers to employ Financial Leverage,
thereby adding additional expense and increasing volatility and risk (including the Fund’s overall exposure to Financial Leverage
risk). Fees payable to advisers and managers of Investment Funds may include performance-based incentive fees calculated as a percentage
of profits. Such incentive fees directly reduce the return that otherwise would have been earned by investors over the applicable period.
A performance-based fee arrangement may create incentives for an adviser or manager to take greater investment risks in the hope of earning
a higher profit participation.
Investments in Investment Funds frequently expose the Fund to an
additional layer of Financial Leverage. The use of leverage by Investment Funds may cause the Investments Funds’ market price of
common shares and/or NAV to be more volatile and can magnify the effect of any losses. From time to time, the Fund may invest a significant
portion of its assets in Investment Funds that employ leverage.
Investments in Investment Funds expose the Fund to additional management
risk. The success of the Fund’s investments in Investment Funds will depend in large part on the investment skills and implementation
abilities of the advisers or managers of such entities. Decisions made by the advisers or managers of such entities may cause the Fund
to incur losses or to miss profit opportunities. While GPIM will seek to evaluate managers of Investment Funds and where possible independently
evaluate the underlying assets, a substantial degree of reliance on such entities’ managers is nevertheless present with such investments.
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The Fund may invest in Investment Funds in excess of statutory limits
imposed by the 1940 Act in reliance on Rule 12d1-4 under the 1940 Act. These investments would be subject to the applicable conditions
of Rule 12d1-4, which in part could affect or otherwise impose certain limits on the investments and operations of the underlying Investment
Fund (notably such fund’s ability to invest in other investment companies and private funds, which include certain structured finance
vehicles). It is uncertain what effect the conditions of Rule 12d1-4 will have on the Fund’s investment strategies and operations
or those of the Investment Fund in which the Fund may invest.
If the Fund invests in Investment Funds, the Fund's realized losses
on sales of shares of an underlying Investment Fund may be indefinitely or permanently deferred as "wash sales." Distributions
of short-term capital gains by an underlying Investment Fund will be recognized as ordinary income by the Fund and would not be offset
by the Fund's capital loss carryforwards, if any. Capital loss carryforwards of an underlying Investment Fund, if any, would not offset
net capital gain of the Fund or of another underlying Investment Fund.
Synthetic Investments Risk
As an alternative to holding investments directly, the Fund may
also obtain investment exposure to Income Securities and Common Equity Securities through the use of customized derivative instruments
(including swaps, options, forwards, notional principal contracts or other financial instruments) to replicate, modify or replace the
economic attributes associated with an investment in Income Securities and Common Equity Securities (including interests in Investment
Funds). The Fund may be exposed to certain additional risks to the extent GPIM 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. Such events may include a decline in the value of the reference securities and material
violations of the terms of the contract or the portfolio guidelines as well as other events determined by the counterparty. If a termination
were to occur, the Fund’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.
In the event the Fund seeks to participate in Investment Funds (including
Private Investment Funds) through the use of such synthetic derivative instruments, the Fund will not acquire any voting interests or
other shareholder rights that would be acquired with a direct investment in the underlying Investment Fund. Accordingly, the Fund will
not participate in matters submitted to a
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vote of the shareholders. In addition, the Fund may not receive
all of the information and reports to shareholders that the Fund would receive with a direct investment in such Investment Fund.
Further, the Fund will pay the counterparty to any such customized
derivative instrument structuring fees and ongoing transaction fees, which will reduce the investment performance of the Fund. Finally,
certain tax aspects of such customized derivative instruments are uncertain and a Common Shareholder’s return could be adversely
affected by an adverse tax ruling.
Inflation/Deflation Risk
Inflation risk is the risk that the intrinsic 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 (which are currently elevated relative to
historical levels) 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. The market price of debt securities generally falls
as inflation increases because the purchasing power of the future income and repaid principal is expected to be worth less when received
by the Fund. The risk is significantly elevated compared to normal conditions because of current monetary policy measures and the current
interest rate environment and level of government intervention and spending. 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.
Market Discount Risk
The Fund’s Common Shares have traded both at a premium and
at a discount in relation to net asset value. The Fund cannot predict whether the Common Shares will trade in the future at a premium
or discount to net asset value. The Fund’s Common Shares have recently traded at a premium to net asset value per share, which may
not be sustainable. If the Common Shares are trading at a premium to net asset value at the time you purchase Common Shares, the net asset
value per share of the Common Shares purchased will be less than the purchase price paid. Shares of closed-end investment companies frequently
trade at a discount from net asset value, but in some cases have traded above net asset value. The risk of the Common Shares trading at
a discount is a risk separate from the risk of a decline in the Fund’s net asset value as a result of the Fund’s investment
activities. 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
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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 a Common Shareholder will realize a gain or loss upon the
sale of Common Shares depends upon whether the market value of the Common Shares at the time of sale is above or below the price the Common
Shareholder paid, taking into account transaction costs for the Common Shares, and is not directly dependent upon the Fund’s net
asset value. Because the market value of the Common Shares will be determined by factors such as the relative demand for and supply of
the shares in the market, general market conditions and other factors outside the Fund’s control, the Fund cannot predict whether
the Common Shares will trade at, below or above net asset value, or at, below or above the public offering price for the Common Shares.
Common Shares of the Fund are designed primarily for long-term investors; investors in Common Shares should not view the Fund as a vehicle
for trading purposes.
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.
Financial Leverage and Leveraged Transactions Risk
The Fund may seek to enhance the level of its current distributions
by utilizing financial leverage through the issuance of preferred shares, through borrowing or the issuance of commercial paper or other
forms of debt, through reverse repurchase agreements, dollar rolls or similar transactions, derivatives transactions or through a combination
of the foregoing (collectively “Financial Leverage”). Although the use of Financial Leverage and leveraged transactions by
the Fund may create an opportunity for increased after-tax total return for the Common Shares, it also results in additional risks and
can magnify the effect of any losses. If the income and gains earned on securities purchased with Financial Leverage and leveraged transactions
proceeds are greater than
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the cost of Financial Leverage and leveraged transactions, the Fund’s
return will be greater than if Financial Leverage and leveraged transactions had not been used. Conversely, if the income or gains from
the securities purchased with such proceeds does not cover the cost of Financial Leverage and leveraged transactions, the return to the
Fund will be less than if Financial Leverage and leveraged transactions had not been used. There can be no assurance that a leveraging
strategy will be implemented or that it will be successful during any period during which it is employed.
Financial Leverage and leveraged transactions are a speculative
techniques that exposes the Fund to greater risk and increased costs than if they were not implemented. Increases and decreases in the
value of the Fund’s portfolio will be magnified when the Fund uses Financial Leverage and leveraged transactions. As a result, Financial
Leverage and leveraged transactions may cause greater changes in the Fund’s NAV and returns than if Financial Leverage and leveraged
transactions had not been used. The Fund will also have to pay interest on its indebtedness, if any, which may reduce the Fund’s
return. This interest expense may be greater than the Fund’s return on the underlying investment, which would negatively affect
the performance of the Fund.
Financial Leverage and the use of leveraged transactions involve
risks and special considerations for shareholders, including the likelihood of greater volatility of NAV and market price of and dividends
on the Common Shares than a comparable portfolio without leverage; the risk that fluctuations in interest rates on indebtedness or in
the dividend rate on any preferred shares that the Fund must pay will reduce the return to the Common Shareholders; and the effect of
Financial Leverage and leveraged transactions in a declining market, which is likely to cause a greater decline in the NAV of the Common
Shares than if the Fund were not leveraged, which may result in a greater decline in the market price of the Common Shares.
Because the fees received by the Adviser are based on the Managed
Assets of the Fund (including the proceeds of any Financial Leverage), the Adviser has a financial incentive for the Fund to utilize Financial
Leverage, which may create a conflict of interest between the Adviser and the Common Shareholders. 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.
Indebtedness may subject the Fund to covenants in credit agreements
relating to asset coverage and portfolio composition requirements. Indebtedness by the Fund also may subject the Fund to certain restrictions
on investments imposed by guidelines of one or more rating agencies, which may issue ratings for such indebtedness. Such guidelines may
impose asset coverage or portfolio composition requirements that are more stringent than those imposed by the 1940 Act. It is not anticipated
that these covenants or guidelines will impede the Adviser or GPIM from managing the Fund’s portfolio in accordance with the Fund’s
investment objective and policies.
The Fund may enter into reverse repurchase agreements with the same
parties with whom they may enter into repurchase agreements (as described below). Under a reverse repurchase agreement, the Fund would
sell securities or other assets and agree to repurchase them at a particular price at a future date. Reverse repurchase agreements involve
the risks that the interest income earned on the
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investment of the proceeds will be less than the interest expense
and Fund expenses associated with the repurchase agreement, that the market value of the securities or other assets sold by the Fund may
decline below the price at which the Fund is obligated to repurchase such securities and that the securities may not be returned to the
Fund. There is no assurance that reverse repurchase agreements can be successfully employed. In the event of the insolvency of the counterparty
to a reverse repurchase agreement, recovery of the securities or other assets sold by the Fund may be delayed. The counterparty’s
insolvency may result in a loss equal to the amount by which the value of the securities or other assets sold by the Fund exceeds the
repurchase price payable by the Fund; if the value of the purchased securities or other assets increases during such a delay, that loss
may also be increased. When the Fund enters into a reverse repurchase agreement, any fluctuations in the market value of either the securities
or other assets transferred to another party or the securities or other assets in which the proceeds may be invested would affect the
market value of the Fund’s assets. As a result, such transactions may increase fluctuations in the net asset value of the Fund’s
shares.
The Fund may enter into dollar roll transactions, in which the Fund
sells a mortgage-backed or other security for settlement on one date and buys back a substantially similar security (but not the same
security) for settlement at a later date. During the roll-period, the Fund gives up the principal and interest payments on the security,
but may invest the sale proceeds. When the Fund enters into a dollar roll transaction, any fluctuation in the market value of the security
transferred or the securities in which the sales proceeds are invested can affect the market value of the Fund’s assets, and therefore,
the Fund’s NAV. Successful use of dollar rolls may depend upon the GPIM’s ability to correctly predict interest rates and
prepayments. There is no assurance that dollar rolls can be successfully employed. Dollar roll transactions may sometimes be considered
the practical equivalent of borrowing and constitute a form of leverage. Dollar roll transactions also involve the risk that the market
value of the securities the Fund is required to deliver may decline below the agreed upon repurchase price of those securities. In addition,
in the event that the Fund’s counterparty becomes insolvent or otherwise unable or unwilling to perform its obligations, the Fund’s
use of the proceeds may become restricted pending a determination as to whether to enforce the Fund’s obligation to purchase the
substantially similar securities.
The Fund may engage in certain derivatives transactions that have
economic characteristics similar to leverage. Under current regulatory requirements, to the extent the terms of any such transaction obligate
the Fund to make payments, to mitigate leveraging risk and otherwise comply with regulatory requirements, the Fund must segregate or earmark
liquid assets to meet its obligations under, or otherwise cover, the transactions that may give rise to this risk. Securities so segregated
or designated as “cover” will be unavailable for sale by GPIM (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. 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
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discussed herein. See “Derivatives Transactions Risk In General”
below for additional information regarding the final rule.
The Fund may have Financial Leverage and leveraged transactions
outstanding during a short term period during which such Financial Leverage and leveraged transactions may not be beneficial to the Fund
if GPIM 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 or closing out and reopening such Financial Leverage and leveraged transactions. However,
there can be no assurance that GPIM’s judgment in weighing such costs and benefits will be correct.
Economic and market events have at times caused severe market volatility
and severe liquidity strains in the credit markets. The terms of the Fund’s credit facility include a variable interest rate. Accordingly,
during periods when interest rates or the applicable reference rate for the credit facility rise or there are dislocations in the credit
markets, the Fund’s leverage costs may increase and there is a risk that the Fund may not be able to renew or replace existing leverage
on favorable terms or at all. If the cost of leverage is no longer favorable, or if the Fund is otherwise required to reduce its leverage,
the Fund may not be able to maintain distributions on Common Shares at historical levels and Common Shareholders will bear any costs associated
with selling portfolio securities. Interest rates are currently rising, and thus so is the cost of leverage and the risks highlighted
above.
The Fund’s total Financial Leverage and leveraged transactions
may vary significantly over time. To the extent the Fund increases its amount of Financial Leverage and leveraged transactions outstanding,
it will be more exposed to these risks.
Investments in Investment Funds and certain other pooled and structured
finance vehicles, such as collateralized loan obligations, frequently expose the Fund to an additional layer of financial leverage and,
thus, increase the Fund’s exposure to leverage risk. From time to time, the Fund may invest a significant portion of its assets
in Investment Funds that employ leverage.
Derivatives Transactions Risk
Derivatives Transactions Risk In General. In addition to
the covered call option strategy described above, the Fund may, but is not required to, utilize other derivatives, including futures contracts,
swaps transactions and other strategic transactions to seek to earn income, facilitate portfolio management and mitigate risks. Participation
in derivatives markets transactions involves investment risks and transaction costs to which the Fund would not be subject absent the
use of these strategies (other than its covered call writing strategy). Certain derivatives transactions that involve leverage can result
in losses that greatly exceed the amount originally invested. Derivatives transactions utilizing instruments denominated in foreign currencies
will expose the Fund to foreign currency risk. Derivatives transactions involve risks of mispricing or improper valuation, and the documentation
governing a derivative instrument or transaction may be unfavorable or ambiguous. Derivatives transactions may involve commissions and
other costs, which may increase the Fund’s expenses and reduce its return. Various legislative and regulatory initiatives may impact
the availability, liquidity and
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cost of derivative instruments, limit or restrict the ability of
the Fund to use certain derivative instruments or transact with certain counterparties as a part of its investment strategy, increase
the costs of using derivative instruments or make derivative instruments less effective.
In connection with certain derivatives transactions, under current
regulatory requirements, to the extent the terms of any such transaction obligate the Fund to make payments, the Fund may be required
to segregate liquid assets or otherwise cover such transactions. The Fund also may be required to deposit amounts as premiums or to be
held in margin accounts. Such amounts may not otherwise be available to the Fund for investment purposes. The Fund may earn a lower return
on its portfolio than it might otherwise earn if it did not have to segregate assets in respect of, or otherwise cover, its derivatives
transactions positions. To the extent the Fund’s assets are segregated or committed as cover, it could limit the Fund’s investment
flexibility. Segregating assets and covering positions will not limit or offset losses on related positions. Participation in derivatives
market transactions involves investment risks and transaction costs to which the Fund would not be subject absent the use of these strategies.
To the extent the Fund engages in derivatives transactions in an attempt to hedge certain exposures or risks, there can be no assurance
that the Fund’s hedging investments or transactions will be effective. In addition, hedging investments or transactions involve
costs and may reduce gains or result in losses, which may adversely affect the Fund. The skills necessary to successfully execute derivatives
strategies may be different from those for more traditional portfolio management techniques, and if GPIM is incorrect about its expectations
of market conditions, the use of derivatives could also result in a loss, which in some cases may be unlimited. Additional risks inherent
in the use of derivatives include:
• | | dependence on GPIM’s ability to predict correctly movements in the direction of interest
rates and securities prices; |
• | | imperfect correlation between price of derivatives and movements in the prices of the securities
being hedged; |
• | | the fact that skills needed to use these strategies are different from those needed to select
portfolio securities; |
• | | the possible absence of a liquid secondary market for any particular instrument at any time; |
• | | the possible need to defer closing out certain hedged positions to avoid adverse tax consequences; |
• | | the possible inability of the Fund to purchase or sell a security at a time that otherwise
would be favorable for it to do so, or the possible need for the Fund to sell a security at a disadvantageous time due to a need for
the Fund to maintain “cover” or to segregate securities in connection with the hedging techniques; and |
• | | the creditworthiness of counterparties. |
Futures Transactions Risk. The Fund may invest in futures
contracts and options on futures contracts. Futures and options on futures entail certain risks, including but not limited to the following:
• | | no assurance that futures contracts or options on futures can be offset at favorable prices; |
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• | | possible reduction of the return of the Fund due to their use for hedging; |
• | | possible reduction in value of both the securities hedged and the hedging instrument; |
• | | possible lack of liquidity, trading restrictions or limitations that may be imposed by an
exchange, and the potential that government regulations may restrict trading |
• | | imperfect correlation between the contracts and the securities being hedged; and |
• | | losses from investing in futures transactions that are potentially unlimited and the segregation
requirements for such transactions. |
Under current regulatory requirements, with respect to futures contracts
that are not contractually required to “cash-settle,” the Fund usually must cover its open positions by earmarking or segregating
on its records cash or liquid assets equal to the contract’s notional value. For futures contracts that are “cash-settled,”
however, the Fund is permitted to earmark or segregate cash or liquid assets in an amount equal to the Fund’s next daily marked-to-market
(net) obligation, if any (i.e., the Fund’s daily net liability) rather than the notional value. By earmarking or designating assets
equal to only its net obligation under cash-settled futures, the Fund will have the ability to employ leverage to a greater extent than
if the Fund were required to earmark or segregate assets equal to the full notional value of such contracts.
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 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. The scheduled
compliance date for the rule is August 19, 2022. Following the compliance date, these requirements may limit the ability of the Fund to
use derivatives and reverse repurchase agreements and similar financing transactions as part of its investment strategies. These requirements
may increase the cost of the Fund’s investments and cost of doing business, which could adversely affect investors.
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Swap Risk
Swap agreements are contracts for periods ranging from one day to
more than one year and may be negotiated bilaterally and traded OTC between two parties or, for certain standardized swaps, must be exchange-traded
through a futures commission merchant or swap execution facility and/or cleared through a clearinghouse that serves as a central counterparty.
In a standard swap transaction, two parties agree to exchange the returns (or differentials in rates of return) earned or realized on
particular predetermined investments or instruments. The Fund may enter into swap transactions, including credit default swaps, total
return swaps, index swaps, currency swaps, commodity swaps and interest rate swaps, as well as options thereon, and may purchase or sell
interest rate caps, floors and collars. The Fund may utilize swap agreements in an attempt to gain exposure to certain assets without
purchasing those assets, to hedge other positions or for investment purposes.
Risks associated with the use of swap agreements are different from
those associated with ordinary portfolio securities transactions, largely due to the fact they could be considered illiquid and many swaps
currently trade on the OTC market. If GPIM is incorrect in its forecasts of market values, interest rates or currency exchange rates,
the investment performance of the Fund may be less favorable than it would have been if these investment techniques were not used. Such
transactions are subject to market risk, risk of default by the other party to the transaction and risk of imperfect correlation between
the value of such instruments and the underlying assets and may involve commissions or other costs. Written credit default swaps also
are subject to the risk of default on the instrument underlying the swap, which may result in the Fund being obligated to pay the counterparty
to the swap the principal amount of the underlying instrument. Cash-settled swaps generally do not involve the delivery of securities,
other underlying assets or principal. Accordingly, the risk of loss with respect to such swaps generally is limited to the net amount
of payments and margin that the Fund is contractually obligated to make, or in the case of the other party to a swap defaulting, the net
amount of payments that the Fund is contractually entitled to receive. Swaps are subject to valuation, liquidity and leveraging risks
and could result in substantial losses to the Fund. In addition, the Fund may pay fees or incur costs each time it enters into, amends
or terminates a swap agreement.
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. Swaps are subject to the risk that a
counterparty will default on its payment obligations to the Fund thereunder.
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
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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
liquidity of certain swaps has improved, certain types of derivatives products, such as caps, floors and collars may be less liquid than
swaps in general.
Certain standardized swaps are subject to mandatory exchange-trading
and central clearing. While exchange-trading and central clearing are intended to reduce counterparty credit risk and increase liquidity,
they do not make swap transactions risk-free. The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”)
and related regulatory developments require the clearing and exchange-trading of certain OTC derivative instruments that the Commodity
Futures Trading Commission (“CFTC”) and SEC have defined as “swaps.” Mandatory exchange-trading and clearing are
occurring on a phased-in basis based on CFTC approval of contracts for central clearing. Depending on the Fund’s size and other
factors, the margin required under the rules of the clearinghouse and by the clearing member may be in excess of the collateral required
to be posted by the Fund to support its obligations under a similar bilateral swap. In addition, regulators have developed rules that
require trading and execution of the most liquid swaps on trading facilities.
Moving trading to an exchange-type system may increase market transparency
and liquidity but may require the Fund to incur increased expenses to access the same types of cleared and uncleared swaps. In addition,
the CFTC and other applicable regulators have adopted rules imposing certain margin requirements, including minimums, on uncleared swaps
which may result in the Fund and its counterparties posting higher margin amounts for uncleared swaps. Recently adopted rules also require
centralized reporting of detailed information about many types of cleared and uncleared swaps. Reporting of swap data may result in greater
market transparency, but may subject the Fund to additional administrative burdens and the safeguards established to protect trader anonymity
may not function as expected. GPIM will continue to monitor developments in this area, particularly to the extent regulatory changes affect
the ability of the Fund to enter into swap agreements. In addition, the CFTC in October 2020 adopted amendments to its position limits
rules that establish certain new and amended position limits for 25 specified physical commodity futures and related options contracts
traded on exchanges, other futures contracts and related options directly or indirectly linked to such 25 specified contracts, and any
OTC transactions that are economically equivalent to the 25 specified contracts.
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. If this occurs, or if exercising contractual rights involves delays or costs for the Fund, the
value of your shares in the Fund may decrease.
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.
The counterparty risk for cleared derivatives is generally lower
than for uncleared OTC derivatives transactions since generally a clearing organization becomes substituted for each counterparty to a
cleared derivative contract and, in effect, guarantees the parties’ performance under the contract as each party to a trade looks
only to the clearing organization for performance of financial obligations under the derivative contract. However, there can be no assurance
that a clearing organization, or its members, will satisfy its obligations to the Fund.
Special Purpose Acquisition Companies Risk
The Fund may invest in stock, warrants, rights and other securities
of SPACs or similar special purpose entities in a private placement transaction or as part of a public offering. As an alternative to
obtaining a public listing through a traditional IPO, SPAC investments carry many of the same risks as investments in IPO securities.
These may include, but are not limited to, erratic price movements, greater risk of loss, lack of information about the issuer, limited
operating and little public or no trading history, and higher transaction costs.
Investments in SPACs also have risks peculiar to the SPAC structure
and investment process. Until an acquisition or merger is completed, a SPAC generally invests its assets, less a portion retained to cover
expenses, in U.S. government securities, money market securities and cash and does not typically pay dividends in respect of its common
stock. To the extent a SPAC is invested in cash or similar securities, this may impact the Fund’s ability to meet its investment
objective. SPAC investments are also subject to the risk that a significant portion of the funds raised by the SPAC may be expended during
the search for a target acquisition or merger. Some SPACs pursue acquisitions and mergers only within certain market sectors or regions,
which can increase the volatility of their prices. Conversely, other SPACs may invest without such limitations, in which case management
may have limited experience or knowledge of the market sector or region in which the transaction is contemplated. Moreover, interests
in SPACs may be illiquid and/or be subject to
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restrictions on resale, which may remain for an extended time, and
may only be traded in the over-the-counter market. If there is no market for interests in a SPAC, or only a thinly traded market for interests
in a SPAC develops, the Fund may not be able to sell its interest in a SPAC, or may be able to sell its interest only at a price below
what the Fund believes is the SPAC interest’s value.
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.
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 all debt generally. The value of U.S. government obligations may be adversely affected by changes in interest rates. It is
possible that the issuers of some U.S. government securities will not have the funds to timely meet their payment obligations in the future
and there is a risk of default. For certain agency and GSE issued securities, there is no guarantee the U.S. government will support the
agency or GSE if it is unable to meet its obligations.
UK Departure from EU (“Brexit”) Risk
On January 31, 2020, the United Kingdom officially withdrew from
the European Union (“EU”) which started an 11-month transition period ending on December 31, 2020. The United Kingdom and
the EU entered into a bilateral trade agreement on December 30, 2020, 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”). The TCA provisionally
went into effect on January 1, 2021 and was ratified by the United Kingdom Parliament in December 2020 and by the EU Parliament in April
2021. Brexit has resulted in considerable uncertainty as to the United Kingdom’s post-transition framework, how future negotiations
between the United Kingdom and the EU will proceed on economic, trade, foreign policy and social issues and how the financial markets
will react in the near future and on an ongoing basis. Brexit has resulted in increased volatility and illiquidity and
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could result in lower economic growth. It is not possible to anticipate
the long-term impact to the economic, legal, political, regulatory and social framework that will result from Brexit. Brexit may have
a negative impact on the economy and currency of the United Kingdom and EU as a result of anticipated, perceived or actual changes to
the United Kingdom’s economic and political relations with the EU. Brexit may also have a destabilizing impact on the EU to the
extent other member states similarly seek to withdraw from the union. 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. Any or all
of these challenges may affect the value of the Fund’s investments that are economically tied to the United Kingdom or the EU, and
could have an adverse impact on the Fund’s performance.
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 in recent years 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.
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 may impact the investment strategies, performance, costs
and operations of the Fund, as well as the way investments in, and shareholders of, the Fund are taxed.
LIBOR Replacement 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
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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, price volatility, liquidity and value, as well
as the price volatility, liquidity and value of the assets that the Fund holds.
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. However subsequent announcements by the FCA, the LIBOR administrator and other regulators indicate
that it is possible that the most widely used tenors of US dollar LIBORs may continue until mid-2023. It is anticipated that LIBOR ultimately
will be officially discontinued or the regulator will announce that it is no longer sufficiently robust to be representative of its underlying
markets around that time. In connection with supervisory guidance from regulators, regulated entities have ceased entering into certain
new LIBOR contracts after January 1, 2022. 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 (“SOFR”),
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). There is no assurance that the composition or characteristics
of any such alternative reference rate will be similar to or produce the same value or economic equivalence as LIBOR or that it will have
the same volume or liquidity as did LIBOR prior to its discontinuance or unavailability, which may affect the value or liquidity or return
on certain of the Fund’s investments and result in costs incurred in connection with closing out positions and entering into new
trades. However, there are challenges to converting certain 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
and/or increased costs for certain LIBOR-related instruments or financing transactions, others may not have such provisions and there
may be significant uncertainty regarding the effectiveness of any such alternative methodologies. Instruments that include robust fallback
provisions to facilitate the transition from LIBOR to an alternative reference rate may also include adjustments that do not adequately
compensate the holder for the different characteristics of the alternative reference rate. The result may be that the fallback provision
results in a value transfer from one party to the instrument to the counterparty. Additionally, because such provisions may differ across
instruments (e.g., hedges versus cash positions hedged) or investments in structured finance products
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transitioning to a different rate or at a different time as the
assets underlying those structured finance products, 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 anticipated cessation of the remaining US dollar 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, notwithstanding
significant efforts by the industry to develop robust LIBOR replacement clauses. 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 SOFR or any reference rate based on SOFR, the alternative reference rate will not perform the same as would have and
may not include adjustments to such alternative reference rate that are reflective of current economic circumstances or differences between
such alternative reference rate and LIBOR. SOFR is based on a secured lending markets in U.S. government securities and does not reflect
credit risk in the inter-bank lending market in the way that LIBOR did. 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.
Certain classes of instruments invested in by the Fund may be more
sensitive to LIBOR cessation than others. For example, certain asset classes such as floating rate notes may not contemplate a LIBOR cessation
and/or might freeze a last-published or last-used LIBOR rate for all future payment dates upon a discontinuation of LIBOR (although such
investments may be impacted by relevant state or federal LIBOR replacement legislation). Also, for example, syndicated and other business
loans tied to LIBOR may not provide a clear roadmap for LIBOR’s replacement, leaving any future adjustments to the determination
of a quantum of lenders. Securitizations and other asset-backed transactions may experience disruption as a result of inconsistencies
between when collateral assets shift from LIBOR and what rate those assets replace LIBOR with, on the one hand, and when the securitization
notes shift from LIBOR and what rate the securitization notes replace LIBOR with.
Various pieces of legislation, including pending legislation in
various states such as Florida and Georgia and the federal law enacted in March 2022 and laws enacted by the states of New York and Alabama,
may 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. Such pieces of legislation also include 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. It is uncertain what
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impact any such legislation may have or that any such legislation
will be effective with respect to any particular instrument.
These developments could negatively impact 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, geopolitical, social, economic and public health events both within and outside of the United
States. These conditions have resulted in, and in many cases continue to result in, greater price volatility, less liquidity, widening
credit spreads and a lack of price transparency, with certain securities remaining illiquid and of uncertain value. Such market conditions
may adversely affect the Fund, including by making valuation of some of the Fund’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 or public
health situation 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 COVID-19 pandemic and the recovery response has caused and continues
to cause at times reduced consumer demand and economic output, supply chain disruptions, and market closures, travel restrictions, quarantines,
and disparate global vaccine distributions. As with other serious economic disruptions, governmental authorities and regulators have responded
in recent years to this situation with significant fiscal and monetary policy changes. These included providing direct capital infusions
into companies, introducing new monetary programs, and lowering interest rates. In some cases, these responses resulted in high inflation,
low interest rates, and negative interest rates (which have since risen). Recently, the United States and other governments have also
made investments and engaged in infrastructure modernization projects that have also increased public debt and spending. These actions,
including their reversal or potential ineffectiveness, could further
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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. These actions also contribute to a risk that asset prices have a high degree of correlation
across markets and asset classes. The duration and extent of COVID-19 over the long term cannot be reasonably estimated at this time.
The ultimate impact of COVID-19 and the extent to which COVID-19 impacts the Fund will depend on future developments, which are highly
uncertain and difficult to predict.
The value of, or income generated by, the investments held by the
Fund are subject to the possibility of rapid and unpredictable fluctuation, and loss. 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
rates or expectations about inflation rates (which are currently elevated relative to normal conditions), adverse investor confidence
or sentiment, changing economic, political (including geopolitical), social or financial market conditions, increased instability or general
uncertainty, environmental disasters, governmental actions, public health emergencies (such as the spread of infectious diseases, pandemics
and epidemics), debt crises, actual or threatened wars or other armed conflicts (such as the current Russia-Ukraine conflict and its risk
of expansion or collateral economic and other effects) or ratings downgrades, and other similar events, each of which may be temporary
or last for extended periods. Moreover, changing economic, political, geopolitical, social, financial market or other 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 and economies, markets and issuers generally because of the increasingly interconnected global economies and financial
markets.
Increasing Government and other Public Debt Risk
Government and other public debt, including municipal obligations
in which the Fund may invest, can be adversely affected by large and sudden changes in local and global economic conditions that result
in increased debt levels. Although high levels of government and other public debt do not necessarily indicate or cause economic problems,
high levels of debt may create certain systemic risks if sound debt management practices are not implemented. A high debt level may increase
market pressures to meet an issuer’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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Municipal Securities Risk
Municipal securities are subject to a variety of risks, including
credit, interest, prepayment, liquidity, and valuation risks. In addition, municipal securities can be adversely affected by (i) unfavorable
legislative, political or other developments or events, including natural disasters and public health conditions, and (ii) changes in
the economic and fiscal conditions or issuers of municipal securities or the federal government (in cases where it provides financial
support to such issuers). Municipal securities may be fully or partially backed by the taxing authority or revenue of a local government,
the credit of a private issuer, or the current or anticipated revenues from a specific project, which may be adversely affected as a result
of economic and public health conditions. To the extent the Fund invests a substantial portion of its assets in municipal securities issued
by issuers in a particular state, municipality or project, the Fund will be particularly sensitive to developments and events adversely
affecting such state or municipality or with respect to a particular project. Certain sectors of the municipal bond market have special
risks that can affect them more significantly than the market as a whole. Because many municipal instruments are issued to finance similar
projects (such as education, health care, transportation and utilities), conditions in these industries can significantly affect the overall
municipal market. Municipal securities that are insured may be adversely affected by developments relevant to that particular insurer,
or more general developments relevant to the market as a whole. The Fund’s vulnerability to potential losses associated with such
developments may be reduced through investment in municipal securities that feature credit enhancements (such as bond insurance). Although
insurance may reduce the credit risk of a municipal security, it does not protect against fluctuations in the value of the Fund’s
shares caused by market changes. It is important to note that, although insurance may increase the credit safety of investments held by
the Fund, it decreases the Fund’s yield as the Fund may pay for the insurance directly or indirectly. In addition, while the obligation
of a municipal bond insurance company to pay a claim extends over the life of an insured bond, there is no assurance that insurers will
meet their claims. A higher-than-anticipated default rate on municipal bonds (or other insurance the insurer provides) could strain the
insurer’s loss reserves and adversely affect its ability to pay claims to bondholders.
Municipal securities can be difficult to value and be less liquid
than other investments, which may affect performance. Additionally, 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. Information related to municipal securities and their risks
may be provided by the municipality itself, which may not always be accurate. 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.
Investments in municipal securities are subject to risks associated
with the financial health of the issuers of such securities or the revenue associated with underlying projects. For example, social,
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political, economic, market or public health conditions, such as
the current COVID-19 pandemic, can, and have at times, significantly stressed the financial resources of many municipalities and other
issuers of municipal securities, which may impair their ability to meet their financial obligations and may harm the value or liquidity
of the Fund’s investments in municipal securities. In recent periods, a number of municipal issuers have defaulted on obligations,
been downgraded or commenced insolvency proceedings. Financial difficulties of issuers of municipal securities may continue and the financial
condition of such issuers may decline quickly. 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.
The taxing power of any governmental entity may be limited by provisions of state constitutions or laws and an entity’s credit will
depend on many factors, including the entity’s tax base, the extent to which the entity relies on federal or state aid and other
factors which are beyond the entity’s control. In addition, laws enacted or that may be enacted in the future by governmental authorities
could extend the time for payment of principal and/or interest, or impose other constraints on enforcement of such obligations or on the
ability of municipalities to levy taxes. 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.
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. Short selling a security
involves selling a borrowed security with the expectation that the value of that security will decline, so that the security may be purchased
at a lower price when returning the borrowed security. If the price of the security sold short increases between the time of the short
sale and the time the Fund replaces the borrowed security, the Fund will incur a loss; conversely, if the price declines, the Fund will
realize a capital gain. Any gain will be decreased, and any loss will be increased, by the transaction costs incurred by the Fund, including
the costs associated with providing collateral to the broker-dealer (usually cash and liquid securities) and the maintenance of collateral
with its custodian. Although the Fund’s gain is limited to the price at which it sold the security short, its potential loss is
theoretically unlimited
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and is greater than a direct investment in the security itself because
the price of the borrowed or reference security may rise. The Fund may not always be able to close out a short position at a particular
time or at an acceptable price. A lender may request that borrowed securities be returned to it on short notice, and the Fund may have
to buy the borrowed securities at an unfavorable price, resulting in a loss. The Fund may have to pay a premium to borrow the securities
and must pay any dividends or interest payable on the securities until they are replaced, which will be expenses of the Fund. Short sales
also subject the Fund to risks related to the lender (such as bankruptcy risks) or the general risk that the lender does not comply with
its obligations. Government actions also may affect the Fund’s ability to engage in short selling. The use of physical short sales
is typically more expensive than gaining short exposure through derivatives.
Repurchase Agreement Risk
The Fund may enter into bilateral and tri-party repurchase agreements.
In a typical Fund repurchase agreement, the Fund enters into a contract with a broker, dealer, or bank (the “counterparty”
to the transaction) for the purchase of securities or other assets. The counterparty agrees to repurchase the securities or other assets
at a specified future date, or on demand, for a price that is sufficient to return to the Fund its original purchase price, plus an additional
amount representing the return on the Fund’s investment. Such repurchase agreements economically function as a secured loan from
the Fund to a counterparty. If the counterparty defaults on the repurchase agreement, the Fund will retain possession of the underlying
securities or other assets. If bankruptcy proceedings are commenced with respect to the seller, realization on the collateral by the Fund
may be delayed or limited and the Fund may incur additional costs. In such case, the Fund will be subject to risks associated with changes
in market value of the collateral securities or other assets. The Fund intends to enter into repurchase agreements only with brokers,
dealers, or banks or other permitted counterparties after the Adviser (or GPIM) evaluates the creditworthiness of the counterparty. The
Fund will not enter into repurchase agreements with the Adviser or Sub-Advisers or their affiliates. Except as provided under applicable
law, the Fund may enter into repurchase agreements without limitation.
Repurchase agreements collateralized fully by cash items, U.S. government
securities or by securities issued by an issuer that the Fund’s Board of Trustees, or its delegate, has determined at the time the
repurchase agreement is entered into has an exceptionally strong capacity to meet its financial obligations (“Qualifying Collateral”)
and meet certain liquidity standards generally may be deemed to be “collateralized fully” and may be deemed to be investments
in the underlying securities for certain purposes. The Fund may accept collateral other than Qualifying Collateral determined by the Adviser
or GPIM to be in the best interests of the Fund to accept as collateral for such repurchase agreement (which may include high yield debt
instruments that are rated below investment grade) (“Alternative Collateral”). Repurchase agreements secured by Alternative
Collateral are not deemed to be “collateralized fully” under applicable regulations and the repurchase agreement is therefore
considered a separate security issued by the counterparty to the Fund. Accordingly, the Fund must include repurchase agreements that are
not “collateralized fully” in its calculations of securities issued by the selling institution held by the Fund for purposes
of various portfolio diversification and
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concentration requirements applicable to the Fund. In addition,
Alternative Collateral may not qualify as permitted or appropriate investments for the Fund under the Fund’s investment strategies
and limitations. Accordingly, if a counterparty to a repurchase agreement defaults and the Fund takes possession of Alternative Collateral,
the Fund may need to promptly dispose of the Alternative Collateral (or other securities held by the Fund, if the Fund exceeds a limitation
on a permitted investment by virtue of taking possession of the Alternative Collateral). The Alternative Collateral may be particularly
illiquid, especially in times of market volatility or in the case of a counterparty insolvency or bankruptcy, which may restrict the Fund’s
ability to dispose of Alternative Collateral received from the counterparty. Depending on the terms of the repurchase agreement, the Fund
may determine to sell the collateral during the term of the repurchase agreement and then purchase the same collateral at the market price
at the time of the resale. In tri-party repurchase agreements, an unaffiliated third party custodian maintains accounts to hold collateral
for the Fund and its counterparties and, therefore, the Fund may be subject to the credit risk of those custodians. Securities subject
to repurchase agreements (other than tri-party repurchase agreements) and purchase and sale contracts will be held by the Fund’s
custodian (or sub-custodian) in the Federal Reserve/Treasury book-entry system or by another authorized securities depository.
Securities Lending Risk
The Fund may lend its portfolio securities to banks or dealers which
meet the creditworthiness standards established by the Board of Trustees. Securities lending is subject to the risk that loaned securities
may not be available to the Fund on a timely basis and the Fund may therefore lose the opportunity to sell the securities at a desirable
price. Any loss in the market price of securities loaned by the Fund that occurs during the term of the loan would be borne by the Fund
and would adversely affect the Fund’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
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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.
An investment in the Fund is subject to a number of actual or potential
conflicts of interest. For example, the Adviser and its affiliates are engaged in a variety of business activities that are unrelated
to managing the Fund, which may give rise to actual, potential or perceived conflicts of interest in connection with making investment
decisions for the Fund. As a result, activities and dealings of Guggenheim 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 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 and the requirements of the 1940 Act, the Adviser or GPIM 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. There can be no guarantee that these policies and procedures
will be successful in every instance.
Market Disruption and Geopolitical Risk
The Fund does not know and cannot predict how long the securities
markets may be affected by geopolitical events and the effects of these and similar events in the future on the U.S. economy and securities
markets. The Fund may be adversely affected by abrogation of international agreements and national laws which have created the market
instruments in which the Fund may invest, failure of the designated national and international authorities to enforce compliance with
the same laws and agreements, failure of local, national and international organization to carry out their duties prescribed to them under
the relevant agreements, revisions of these laws and agreements which dilute their effectiveness or conflicting interpretation of provisions
of the same laws and agreements. The Fund may be adversely affected by uncertainties such as terrorism, international
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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, geopolitical, public health, labor and other
global market developments and disruptions, such as the current Russia-Ukraine conflict and its risk of expansion or collateral economic
and other effects.
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, Market Disruptions and Operational Risk
Like other funds and other parts of the modern economy, the Fund
and its service providers, as well as exchanges and market participants through or with which the Fund trades and exchanges on which its
shares trade and other infrastructures, services and parties on which the Fund, the Adviser, the Sub-Advisers or the Fund’s other
service providers rely, are susceptible to ongoing risks related to cyber incidents and the risks associated with financial, economic,
public health, labor and other global market developments and disruptions, including those arising out of geopolitical events, public
health emergencies (such as the spread of infectious diseases, pandemics and epidemics), natural/environmental disasters, war, terrorism
and governmental or quasi-governmental actions. Cyber incidents can result from unintentional events (such as an inadvertent release of
confidential information) or deliberate attacks by insiders or third parties, including cyber criminals, competitors, nation-states and
“hacktivists,” and can be perpetrated by a variety of complex means, including the use of stolen access credentials, malware
or other computer viruses, ransomware, phishing, structured query language injection attacks, and distributed denial of service attacks,
among other means. Cyber incidents and market disruptions may result in actual or potential adverse consequences for critical information
and communications technology, systems and networks that are vital to the operations of the Fund or its service providers, or otherwise
impair Fund or service provider operations. For example, a cyber incident may cause operational disruptions and failures impacting information
systems or information that a system processes, stores, or transmits, such as by theft, damage or destruction, or corruption or modification
of and denial of access to data maintained online or digitally, denial of service on websites rendering the websites unavailable to intended
users or not accessible for such users in a timely manner, and the unauthorized release or other exploitation of confidential information.
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
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shareholder information (i.e., identity theft or other privacy breaches)
or confidential Fund information or otherwise compromising the security and reliability of information, impeding trading, causing reputational
damage, and subjecting the Fund to regulatory fines, penalties or financial losses, reimbursement or other compensation or remediation
costs, litigation expenses and additional compliance and cyber security risk management costs, which may be substantial. The same could
affect the exchange through which Fund shares trade. A cyber incident could also adversely affect the ability of the Fund (and its Adviser)
to invest or manage the Fund’s assets.
Cyber incidents and developments and disruptions to financial, economic,
public health, labor and other global market conditions can obstruct the regular functioning of business workforces (including requiring
employees to work from external locations or from their homes), cause business slowdowns or temporary suspensions of business activities,
each of which can negatively impact Fund service providers and Fund operations. Although the Fund and its service providers, as well as
exchanges and market participants through or with which the Fund trades and other infrastructures on which the Fund or its service providers
rely, may have established business continuity plans and systems reasonably designed to protect from and/or defend against the risks or
adverse consequences associated with cyber incidents and market disruptions, there are inherent limitations in these plans and systems,
including that certain risks may not yet be identified, in large part because different or unknown threats may emerge in the future and
the threats continue to rapidly evolve and increase in sophistication. As a result, it is not possible to anticipate and prevent every
cyber incident and possible obstruction to the normal activities of these entities’ employees resulting from market disruptions
and attempts to mitigate the occurrence or impact of such events may be unsuccessful. For example, public health emergencies and governmental
responses to such emergencies, including through quarantine measures and travel restrictions, can create difficulties in carrying out
the normal working processes of these entities’ employees, disrupt their operations and hamper their capabilities. The nature, extent,
and potential magnitude of the adverse consequences of these events cannot be predicted accurately but may result in significant risks,
adverse consequences and costs to the Fund and its shareholders.
The issuers of securities in which the Fund invests are also subject
to the ongoing risks and threats associated with cyber incidents and market disruptions. These incidents could result in adverse consequences
for such issuers, and may cause the Fund’s investment in such securities to lose value. For example, a cyber incident involving
an issuer may include the theft, destruction or misappropriation of financial assets, intellectual property or other sensitive information
belonging to the issuer or their customers (i.e., identity theft or other privacy breaches) and a market disruption involving an issuer
may include materially reduced consumer demand and output, disrupted supply chains, market closures, travel restrictions and quarantines.
As a result, the issuer may experience the types of adverse consequences summarized above, among others (such as loss of revenue), despite
having implemented preventative and other measures reasonably designed to protect from and/or defend against the risks or adverse effects
associated with cyber incidents and market disruptions.
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The Fund and its service providers, as well as exchanges and market
participants through or with which the Fund trades and other infrastructures on which the Fund or its service providers rely, are also
subject to the risks associated with technological and operational disruptions or failures arising from, for example, processing errors
and human errors, inadequate or failed internal or external processes, failures in systems and technology, errors in algorithms used with
respect to the Fund, changes in personnel, and errors caused by third parties or trading counterparties. Although the Fund attempts to
minimize such failures through controls and oversight, it is not possible to identify all of the operational risks that may affect the
Fund or to develop processes and controls that completely eliminate or mitigate the occurrence of such failures or other disruptions in
service.
Cyber incidents, market disruptions and operational errors or failures
or other technological issues may adversely affect the Fund’s ability to calculate its NAV correctly, in a timely manner or process
trades or Fund or shareholder transactions may be adversely affected, including over a potentially extended period. The Fund does not
control the cyber security, disaster recovery, or other operational defense plans or systems of its service providers, intermediaries,
exchanges where its shares trades, companies in which it invests or other third-parties. The value of an investment in Fund shares may
be adversely affected by the occurrence of the cyber incidents, market disruptions and operational errors or failures or technological
issues summarized above or other similar events and the Fund and its shareholders may bear costs tied to these risks. The Fund and its
service providers are still impacted by rolling quarantines and similar measures being enacted by governments in response to COVID-19,
which are obstructing the regular functioning of business workforces (including requiring employees to work from external locations and
their homes). These and associated restrictive measures may continue to affect economic activity, the unemployment rate and inflation.
The impact of such measures on the Fund is unknown. Accordingly, the risks described above are heightened under current conditions.
ANTI-TAKEOVER PROVISIONS
The Fund’s Agreement and Declaration of Trust and Bylaws include
provisions that could limit the ability of other entities or persons to acquire control of the 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.
In addition, investors should note that the Fund reserves the
right to merge or reorganize with another fund, liquidate or convert into an open-end fund, in each case subject to applicable approvals
by shareholders and the Fund’s Board of Trustees as required by law and the Fund’s governing documents.
EFFECTS OF LEVERAGE
Assuming that the Fund’s total Financial Leverage represented
approximately 24.2% of the Fund’s Managed Assets (based on the Fund’s outstanding Financial Leverage of $477,432,183) and
interest costs to the Fund at a combined average annual rate of 0.69% (based on the Fund’s average annual leverage costs for the
fiscal year ended May 31, 2022) with respect to such Financial Leverage, then the incremental income generated by the Fund’s portfolio
(net of estimated expenses including expenses
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related to the Financial Leverage) must exceed approximately 0.17%
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 24.2% 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 |
(13.42%) |
(6.82%) |
(0.22%) |
6.38% |
12.98% |
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 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 each 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-Advisers 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-Advisers 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
196 l GOF l GUGGENHEIM STRATEGIC
OPPORTUNITIES FUND ANNUAL REPORT
|
|
ADDITIONAL INFORMATION REGARDING THE FUND |
|
(Unaudited) continued |
May 31, 2022 |
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.
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 scheduled compliance date for the rule is August 19, 2022. See “Derivatives
Transactions Risk In General” above for additional information regarding the final rule.
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 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.
GOF l GUGGENHEIM STRATEGIC OPPORTUNITIES
FUND ANNUAL REPORT l 197
ADDITIONAL INFORMATION REGARDING THE FUND |
|
(Unaudited) continued |
May 31, 2022 |
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 applicable law. |
2. | | Act as an underwriter
of securities issued by others, except to the extent that, in connection with the disposition of portfolio securities, it may be deemed
to be an underwriter under applicable securities laws. |
3. | | 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, except that this policy shall not apply to securities issued or guaranteed by
the U.S. government and its agencies and instrumentalities or tax-exempt securities of state and municipal governments or their political
subdivisions. |
4. | | Purchase or sell
real estate except that the Fund may: (a) acquire or lease office space for its own use, (b) invest in securities of issuers that invest
in real estate or interests therein or that are engaged in or operate in the real estate industry, (c) invest in securities that are
secured by real estate or interests therein, (d) purchase and sell mortgage-related securities, |
198 l GOF l GUGGENHEIM STRATEGIC
OPPORTUNITIES FUND ANNUAL REPORT
(e)
hold and sell real estate acquired by the Fund as a result of the ownership of securities and (f) as otherwise permitted by applicable
law.
5. | | Purchase
or sell physical commodities unless acquired as a result of ownership of securities or other
instruments; provided that this restriction shall not prohibit the Fund from purchasing or
selling options, futures contracts and related options thereon, forward contracts, swaps,
caps, floors, collars and any other financial instruments or from investing in securities
or other instruments backed by physical commodities or as otherwise permitted by applicable
law. |
6. | | Make
loans of money or property to any person, except (a) to the extent that securities or interests
in which the Fund may invest are considered to be loans, (b) through the loan of portfolio
securities in an amount up to 33% of the Fund’s total assets, (c) by engaging in repurchase
agreements or (d) as may otherwise be permitted by applicable law. |
The Fund
is a diversified, closed-end management investment company and will not invest in a manner inconsistent with its classification as a
“diversified company” as provided by the 1940 Act, the rules and regulations promulgated by the SEC under the 1940 Act or
an exemption or other relief applicable to the Fund from provisions of the 1940 Act. Under the 1940 Act, a “diversified company”may
not with respect to 75% of its total assets, invest more than 5% of the value of its total assets in the securities of any single issuer
or purchase more than 10% of the outstanding securities of any one issuer. The Fund’s classification as a diversified management
investment company cannot be changed without the affirmative vote of the holders of a majority of the outstanding voting securities of
the Fund voting together as a single class.
For purposes
of applying the limitation set forth in subparagraph (3) above to securities that have a security interest or other collateral claim
on specified underlying collateral (such as asset-backed securities, mortgage-backed securities and collateralized debt and loan obligations)
the Fund will determine the industry classifications of such investments based on the GPIM’s evaluation of the risks associated
with the collateral underlying such investments.
GOF l GUGGENHEIM STRATEGIC OPPORTUNITIES
FUND ANNUAL REPORT l 199
DIVIDEND
REINVESTMENT PLAN (Unaudited) |
May
31, 2022 |
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 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. For federal income tax purposes, the Fund generally would be able to claim a deduction for distributions to shareholders
with respect to the common shares issued at up to a 5-percent discount from the closing market value pursuant to the Plan.
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
200 l GOF l GUGGENHEIM STRATEGIC
OPPORTUNITIES FUND ANNUAL REPORT
DIVIDEND
REINVESTMENT PLAN (Unaudited) continued |
May
31, 2022 |
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 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.
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.
GOF l GUGGENHEIM STRATEGIC OPPORTUNITIES
FUND ANNUAL REPORT l 201
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FUND INFORMATION |
May
31, 2022 |
Board of Trustees |
Investment Adviser |
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 because 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 |
Guggenheim Funds Investment
Advisors, LLC
Chicago, IL
Investment Sub-Advisers
Guggenheim Partners Investment
Management, LLC
Santa Monica, CA
Guggenheim Partners Advisors, 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 |
206 l GOF l GUGGENHEIM STRATEGIC
OPPORTUNITIES FUND ANNUAL REPORT
FUND INFORMATION continued |
May
31, 2022 |
Privacy Principles of Guggenheim Strategic Opportunities 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 Strategic Opportunities
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 Strategic
Opportunities 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.
The Fund's Statement of Additional Information includes additional
information about directors of the Fund and is available, without charge, upon request, by calling the Fund at (888) 991-0091.
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 and on the SEC's website
at www.sec.gov.
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/gof 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/gof.
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.
GOF l GUGGENHEIM STRATEGIC OPPORTUNITIES
FUND ANNUAL REPORT l 207
ABOUT THE FUND MANAGERS
Guggenheim Funds Investment Advisors, LLC
Guggenheim Investments represents the investment management businesses
of Guggenheim Partners, LLC (“Guggenheim”), which includes Guggenheim Funds Investment Advisors, LLC (“GFIA”)
the investment adviser to the referenced fund. Collectively Guggenheim Investments has a long, distinguished history of serving institutional
investors, ultra-high-net-worth individuals, family offices and financial intermediaries. Guggenheim Investments offers clients a wide
range of differentiated capabilities built on a proven commitment to investment excellence.
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 indexes with
both lower volatility and lower correlation of returns over time as compared to such benchmark indexes.
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 Partners Advisors, LLC
The Investment Adviser engaged Guggenheim Partners Advisors, LLC
to provide investment sub-advisory services to the Fund, effective April 29, 2022. Guggenheim Partners Advisors, LLC assists the Investment
Adviser in the supervision and direction of the investment strategy of the Fund in accordance with the Fund’s investment objective,
policies, and restrictions. The Investment Adviser, and not the Fund, compensates Guggenheim Partners Advisors, LLC for these services.
Guggenheim Funds Distributors, LLC
227 West Monroe Street
Chicago, IL 60606
Member FINRA/SIPC
(07/22)
NOT FDIC-INSURED l NOT BANK-GUARANTEED l MAY LOSE VALUE
CEF-GOF-AR-0522