SEC Form 424B3 filed by John Hancock Financial Opportunities Fund

7/1/24 4:04:02 PM ET

$BTO

Investment Managers

Finance

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JOHN HANCOCK FINANCIAL OPPORTUNITIES FUND

Prospectus Supplement

(To Prospectus dated July 1, 2024)

Up to 1,500,000 Shares

John Hancock Financial Opportunities Fund

Common Shares

John Hancock Financial Opportunities Fund (the “Fund” or “fund”) is a diversified, closed-end management investment company. The fund commenced

operations in August 1994 following an initial public offering.

Investment Objectives.

The fund’s primary investment objective is to provide a high level of total return consisting of long-term capital appreciation

and current income. There can be no assurance that the fund will achieve its investment objective.

The Offering.

John Hancock Investment Management Distributors LLC (the “Distributor”) has entered into a distribution agreement with the fund,

authorizing it to act as distributor for the fund’s common shares of beneficial interest, no par value (“Common Shares”), offered by this prospectus

supplement (“Prospectus Supplement”) and the accompanying prospectus dated June 28, 2024 (the “Prospectus”). The Distributor also has entered

into a dealer agreement (the “Dealer Agreement”), with UBS Securities LLC (the “Dealer”) with respect to the fund relating to the Common Shares

offered by this Prospectus Supplement and the Prospectus. In accordance with the terms of the Dealer Agreement, the fund may offer and sell its

Common Shares from time to time through the Dealer as sub-placement agent for the offer and sale of the Common Shares. Under the Investment

Company Act of 1940, as amended (the “1940 Act”), the fund may not sell any Common Shares at a price below the current net asset value (“NAV”) of

such Common Shares, exclusive of any distributing commission or discount.

Sales of Common Shares, if any, under this Prospectus Supplement and the accompanying Prospectus may be made in negotiated transactions or

transactions that are deemed to be “at the market” as defined in Rule 415 under the Securities Act of 1933, as amended (the “1933 Act”), including

sales made directly on the New York Stock Exchange (“NYSE”) or sales made to or through a market maker other than on an exchange.

The fund will compensate the Distributor with respect to sales of the Common Shares at a commission rate of 1% of the gross proceeds of the sale of

Common Shares. The Distributor will compensate the Dealer out of this commission at a certain percentage rate of the gross proceeds of the sale of

Common Shares sold under the Dealer Agreement, with the exact amount of such compensation to be mutually agreed upon by the Distributor and the

Dealer from time to time. In connection with the sale of the Common Shares on the fund’s behalf, the Distributor may be deemed to be an “underwriter”

within the meaning of the 1933 Act and the compensation of the Dealer may be deemed to be underwriting commissions or discounts.

Investment Strategy.

Under normal circumstances, the fund will invest at least 80% (plus any borrowings for investment purposes) of its net assets

in equity securities of U.S. and foreign financial services companies of any size. These companies may include, but are not limited to, banks, thrifts,

finance and financial technology companies, brokerage and advisory firms, real estate-related firms, insurance companies and financial holding

companies. The fund may invest up to 20% of its total assets in common and preferred equity securities and other preferred securities of foreign

banking, lending and financial services companies, including securities quoted in foreign currencies.

Investment Advisor and Subadvisor

The fund’s investment advisor is John Hancock Investment Management LLC (the “Advisor” or “JHIM”) and its

subadvisor is Manulife Investment Management (US) LLC (the “Subadvisor” or “subadvisor”).

Exchange listing.

The fund’s currently outstanding Common Shares are listed on the New York Stock Exchange (“NYSE”) under the symbol “BTO.” Any

new Common Shares offered and sold hereby are expected to be listed on the NYSE and trade under this sy

bol. The NAV of the Common Shares on

June 13, 2024 was $27.16 per share. As of June 13, 2024, the last reported sale price per share of Common Shares in the market as of the close of

regular trading on the NYSE was $27.16.

Manulife, Manulife Investment Management, Stylized M Design, and Manulife Investment Management & Stylized M Design are trademarks of The Manufacturers Life

Insurance Company and are used by its affiliates under license.

Leverage.

The fund may use leverage to the extent permitted by the 1940 Act, this Prospectus, and a liquidity agreement dated June 16, 2015 (the

“LA”). See “—Other Investment Policies—Borrowing.” The LA includes a line of credit and may utilize securities lending and reverse repurchase

agreements. The fund’s leverage strategy may not be successful. In addition, new Rule 18f-4 will impact how the fund may use leverage and certain

borrowings and other investments. See “Hedging, Derivative and Other Strategic Transactions Risk” for additional information.

The Common Shares have traded both at a premium and a discount to NAV. The fund cannot predict whether Common Shares will trade

in the future at a premium or discount to NAV. The provisions of the 1940 Act generally require that the public offering price of

common shares (less any underwriting commissions and discounts) must equal or exceed the NAV per share of a company’s common

stock (calculated within 48 hours of pricing). The fund’s issuance of Common Shares may have an adverse effect on prices in the

secondary market for the fund’s Common Shares by increasing the number of Common Shares available, which may put downward

pressure on the market price for the fund’s Common Shares. Shares of common stock of closed-end investment companies frequently

trade at a discount from NAV, which may increase investors’ risk of loss.

Investing in the fund’s Common Shares involves certain risks. You could lose all or some of your investment. You should consider

carefully these risks together with all of the other information contained in this Prospectus Supplement and the accompanying

Prospectus before making a decision to purchase the fund’s securities. See “Risk Factors” beginning on page 21 of the accompanying

Prospectus.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of

these securities or determined whether this Prospectus Supplement or the accompanying Prospectus is truthful or complete. Any

representation to the contrary is a criminal offense.

This Prospectus Supplement and accompanying Prospectus set forth concisely the information about the fund that a prospective investor should

know before investing. You should read this Prospectus Supplement and the accompanying Prospectus, which contain important information, before

deciding whether to invest in the Common Shares. You should retain this Prospectus Supplement and the accompanying Prospectus for future

reference. A Statement of Additional Information (“SAI”), dated June 28, 2024, as may be supplemented from time to time, containing additional

information about the fund, has been filed with the SEC and is incorporated by reference in its entirety into this Prospectus Supplement and the

accompanying Prospectus. This Prospectus Supplement, together with the accompanying Prospectus and SAI, set forth concisely the information

about the fund that you should know before investing. A copy of the SAI may be obtained without charge by visiting the fund’s website

(https://www.jhinvestments.com/investments/closed-end-fund/sector-funds/financial-opportunities-fund-ce-bto) or by calling 800-225-6020

(toll-free) or from the SEC’s website at www.sec.gov. Copies of the fund’s annual report and semi-annual report and other information about the fund

may be obtained upon request by writing to the fund, by calling 800-225-6020, or by visiting the fund’s website at https://www.jhinvestments.com/resources/all-resources/other/john-hancock-financial-opportunities-fund-annual-report.

You also may obtain a copy of any information regarding the

fund filed with the SEC from the SEC’s website (www.sec.gov). You may also e-mail requests for these documents to [email protected] or make a

request in writing to the SEC’s Public Reference Section, Washington, D.C. 20549-0102.

The fund’s Common Shares do not represent a deposit or obligation of, and are not guaranteed or endorsed by, any bank or other insured depository

institution, and are not federally insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other government agency.

Prospectus Supplement dated J

uly

1, 2024

You should rely only on the information contained in, or incorporated by reference into, this Prospectus Supplement, the

accompanying Prospectus and the SAI in making your investment decisions. The fund has not authorized any person to provide you

with different information. If anyone provides you with different or inconsistent information, you should not rely on it. This Prospectus

Supplement, which describes the specific terms of this offering including the method of distribution, also adds to and updates

information contained in the accompanying Prospectus, the SAI and the documents incorporated by reference into the accompanying

Prospectus and the SAI. If the description of this offering varies between this Prospectus Supplement and the accompanying

Prospectus or the SAI, you should rely on the information contained in this Prospectus Supplement. The fund is not making an offer to

sell the Common Shares in any jurisdiction where the offer or sale is not permitted. You should assume that the information in this

Prospectus Supplement, the accompanying Prospectus and the SAI is accurate only as of the dates on their covers. The fund’s business,

financial condition and prospects may have changed since the date of its description in this Prospectus Supplement or the date of its

description in the accompanying Prospectus and SAI.

TABLE OF CONTENTS

Prospectus Supplement

Prospectus Supplement Summary	S- 1
Summary of Fund Expenses	S- 2
Capitalization	S- 3
Market and Net Asset Value Information	S- 3
The Fund	S- 4
Use of Proceeds	S- 4
Plan of Distribution	S- 5
Incorporation by Reference	S- 5
Additional Information	S- 6

Prospectus
Prospectus Summary	1
Summary of Risks	4
Summary of Fund Expenses	9
Financial Highlights	11
Market and Net Asset Value Information	13
The Fund	13
Use of Proceeds	13
Investment Objective	14
Principal investment strategies	14
Risk Factors	21
Management of the Fund	32
Custodian and Transfer Agent	34
Determination of Net Asset Value	34
Distribution Policy	36
Dividend Reinvestment Plan	37
Closed-End Fund Structure	38
U.S. Federal Income Tax Matters	38
Plan of Distribution	40
Description of Capital Structure	42
Certain Provisions in the Declaration of Trust and By-Laws	44
Reports to Shareholders	45
Independent Registered Public Accounting Firm	45
Legal and Regulatory Matters	45
Incorporation by Reference	45
Additional Information	46
The Fund’s Privacy Policy	46

Until July 26, 2024 (25 days after the date of this Prospectus Supplement), all dealers that buy, sell o

r t

rade the Common Shares,

whether or not participating in this offering, may be required to deliver the Prospectus and this Prospectus Supplement. This

requirement is in addition to the dealers’ obligation to deliver the Prospectus and this Prospectus Supplement when acting as

underwriters and with respect to their unsold allotments or subscriptions.

iii

Cautionary Notice Regarding Forward-Looking Statements

This Prospectus Supplement, the accompanying Prospectus and the SAI contain “forward-looking statements.” Forward-looking statements can be

identified by the words “may,” “will,” “intend,” “expect,” “estimate,” “continue,” “plan,” “anticipate,” and similar terms and the negative of such terms. Such

forward-looking statements may be contained in this Prospectus Supplement as well as in the accompanying Prospectus and the SAI. By their nature,

all forward-looking statements involve risks and uncertainties, and actual results could differ materially from those contemplated by the forward-looking

statements. Several factors that could materially affect the fund’s actual results are the performance of the portfolio of securities the fund holds, the

price at which the Common Shares will trade in the public markets and other factors discussed in the fund’s periodic filings with the SEC. Currently

known risk factors that could cause actual results to differ materially from the fund’s expectations include, but are not limited to, the factors described

in the “Risk Factors” section of the accompanying Prospectus. You are urged to review carefully those sections for a more detailed discussion of the

risks of an investment in the fund’s securities.

Although the fund believes that the expectations expressed in the fund’s forward-looking statements are reasonable, actual results could differ

materially from those projected or assumed in the fund’s forward-looking statements. The fund’s future financial condition and results of operations, as

well as any forward-looking statements, are subject to change and are subject to inherent risks and uncertainties, such as those disclosed in the “Risk

Factors” section of the accompanying Prospectus. All forward-looking statements contained or incorporated by reference in this Prospectus

Supplement, the accompanying Prospectus or the SAI are made as of the date of this Prospectus Supplement, the accompanying Prospectus or the SAI,

as the case may be. Except for the fund’s ongoing obligations under the federal securities laws, the fund does not intend, and the fund undertakes no

obligation, to update any forward-looking statement. The forward-looking statements contained in this Prospectus Supplement, the accompanying

Prospectus and the SAI are excluded from the safe harbor protection provided by section 27A of the 1933 Act.

Prospectus Supplement Summary

This is only a summary. You should review the more detailed information elsewhere in this prospectus supplement (“Prospectus Supplement”), the

accompanying prospectus (the “Prospectus”), and in the Statement of Additional Information (the “SAI”) prior to making an investment in the fund. See

“Risk Factors” in the accompanying Prospectus.

The Fund

John Hancock Financial Opportunities fund (the “Fund” or “fund”) is a diversified, closed-end management investment company. The fund commenced

operations in August 1994 following an initial public offering.

Investment Objectives

The fund’s primary investment objective is to provide a high level of total return consisting of long-term capital appreciation and current income. There

can be no assurance that the fund will achieve its investment objective. The fund’s investment objective is not fundamental and may be changed without

shareholder approval.

The Offering

John Hancock Investment Management Distributors LLC (the “Distributor”) has entered into a distribution agreement with the fund, authorizing it to act

as distributor to the fund’s common shares of beneficial interest, no par value (the “Common Shares”), offered by this Prospectus Supplement and the

accompanying Prospectus dated June 28, 2024. The Distributor also has entered into a dealer agreement, (the “Dealer Agreement”) with UBS

Securities LLC (the “Dealer”) with respect to the fund relating to the Common Shares offered by this Prospectus Supplement and the Prospectus. In

accordance with the terms of the Dealer Agreement, the fund may offer and sell up to 1,500,000 Common Shares from time to time through the Dealer

as sub-placement agent for the offer and sale of the Common Shares.

Offerings of the Common Shares will be subject to the provisions of the Investment Company Act of 1940, as amended (the “1940 Act”), which generally

require that the public offering price of common shares of a closed-end investment company (exclusive of distribution commissions and discounts)

must equal or exceed the net asset value (“NAV”) per share of the company’s common shares (calculated within 48 hours of pricing), absent shareholder

approval or under certain other circumstances.

Sales of the Common Shares, if any, under this Prospectus Supplement and the accompanying Prospectus may be made in negotiated transactions or

transactions that are deemed to be “at the market” as defined in Rule 415 under the Securities Act of 1933, as amended (the “1933 Act”), including

sales made directly on the New York Stock Exchange (“NYSE”) or sales made to or through a market maker other than on an exchange. The Common

Shares may not be sold through agents, underwriters or dealers without delivery or deemed delivery of a Prospectus and an accompanying Prospectus

Supplement describing the method and terms of the offering of Common Shares.

Listing and Symbol

The fund’s currently outstanding Common Shares are listed on the NYSE under the symbol “BTO” Any new Common Shares offered and sold hereby will

be listed on the NYSE and trade under this symbol. The NAV of the Common Shares on June 13, 2024 was $27.16 per share. As of June 13, 2024, the

last reported sale price per share of Common Shares in the market as of the close of regular trading on the NYSE was $27.16.

Use of Proceeds

The fund currently intends to invest substantially all of the net proceeds of any sales of Common Shares pursuant to this Prospectus Supplement and

the accompanying Prospectus in accordance with its investment objectives and policies as described in the accompanying Prospectus under

“Investment Objectives” and “Investment Strategies” within three months of receipt of such proceeds. Such investments may be delayed up to three

months if suitable investments are unavailable at the time or for other reasons, such as market volatility and lack of liquidity in the markets of suitable

investments. Pending such investment, the fund anticipates that it will invest the proceeds in short-term money market instruments, securities with

remaining maturities of less than one year, cash or cash equivalents. A delay in the anticipated use of proceeds could lower returns and reduce the

fund’s distribution to the holders of Common Shares (“Common Shareholders”) or result in a distribution consisting principally of a return of capital.

Investment Advisor and Subadvisor

The fund’s investment Advisor is John Hancock Investment Management LLC (the “Advisor” or “JHIM”) and its subadvisor is Manulife Investment

Management (US) LLC (the “Subadvisor” or ”subadvisor”).

The Advisor, is an indirect wholly-owned subsidiary of Manulife Financial Corporation. The Advisor is responsible for overseeing the management of the

fund, including its day-to-day business operations and monitoring the subadvisor. As of March 31, 2024, the Advisor had total assets under

management of approximately $162.5 billion.

The subadvisor handles the fund’s portfolio management activity, subject to oversight by the Advisor. The subadvisor, organized in 1968, is a wholly

owned subsidiary of John Hancock Life Insurance Company (U.S.A.) (a subsidiary of Manulife Financial, a publicly held, Canadian-based company). As

of March 31, 2024, the subadvisor had total assets under management of approximately $206.3 billion.

S-1

See “Management of the Fund—The Advisor” and “—The Subadvisor”.

Summary of Fund Expenses

The purpose of the table below is to help you understand all fees and expenses that you, as a Common Shareholder, would bear directly or indirectly. In

accordance with SEC requirements, the table below shows the fund’s expenses as a percentage of its average net assets as of December 31, 2023, and

not as a percentage of total assets. By showing expenses as a percentage of average net assets, expenses are not expressed as a percentage of all of

the assets in which the fund invests. The offering costs to be paid or reimbursed by the fund are not included in the Annual Expenses table below.

However, these expenses will be borne by Common Shareholders and may result in a reduction in the NAV of Common Shares. See “Management of the

fund” and “Dividend Reinvestment Plan” in the accompanying Prospectus. The table and example are based on the fund’s capital structure as of

December 31, 2023.

Shareholder Transaction Expenses (%)
Sales load (as a percentage of offering price) 1	1.00
Offering expenses (as a percentage of offering price) 2	0.62
Dividend Reinvestment Plan fees 3	None

Annual Expenses (Percentage of Net Assets Attributable to Common Shares) (%)
Management fees 4	1.38
Interest Payments on Borrowed Funds 5	1.36
Other expenses	0.42
Total Annual Operating Expenses	3.16
Contractual Expense Reimbursement 6	(0.20 )
Total Annual Fund Operating Expenses After Expense Reimbursements	2.96

Represents the estimated commission with respect to the Common Shares being sold in this offering. There is no guarantee that there will be any sales of the Common

Shares pursuant to this Prospectus Supplement and the accompanying Prospectus. Actual sales of the Common Shares under this Prospectus Supplement and the

accompanying Prospectus, if any, may be less than as set forth under “Capitalization” below. In addition, the price per share of any such sale may be greater or less

than the price set forth under “Capitalization” below, depending on market price of the Common Shares at the time of any such sale.

Offering costs charged upon sale of the shares, based on the last reported sale price on June 13, 2024.

Participants in the fund’s dividend reinvestment plan do not pay brokerage charges with respect to Common Shares issued directly by the fund. However, whenever

Common Shares are purchased or sold on the NYSE or otherwise on the open market, each participant will pay a pro rata portion of brokerage trading fees, currently

$0.05 per share purchased or sold. Brokerage trading fees will be deducted from amounts to be invested. Shareholders participating in the Plan may buy additional

Common Shares of the fund through the Plan at any time and will be charged a $5 transaction fee plus $0.05 per share brokerage trading fee for each order. See

“Distribution Policy” and “Dividend Reinvestment Plan” in the accompanying Prospectus.

See “Management of the Fund—The Advisor” in the accompanying Prospectus.

The fund uses leverage by borrowing under the LA. See “Other Investment Policies – Borrowing” and “Use of Leverage by the Fund” in the accompanying Prospectus.

The Advisor contractually agrees to waive a portion of its management fee and/or reimburse expenses for the fund and certain other John Hancock funds according to

an asset level breakpoint schedule that is based on the aggregate net assets of all the funds participating in the waiver or reimbursement. This waiver is allocated

proportionally among the participating funds. During its most recent fiscal year, the fund’s reimbursement amounted to 0.01% of the fund’s average daily net assets.

This agreement expires on July 31, 2025, unless renewed by mutual agreement of the fund and the Advisor based upon a determination that this is appropriate under

the circumstances at that time. The Advisor contractually agrees to limit its administration fee to 0.15% of the fund’s average weekly gross assets. This agreement

expires on April 30, 2025, unless renewed by mutual agreement of the fund and the Advisor based upon a determination that this is appropriate under the

circumstances at that time.

Example

The following example illustrates the expenses that Common Shareholders would pay on a $1,000 investment in Common Shares, assuming (i) total

annual expenses set forth above, including any reimbursements through their current expiration date; (ii) sales load of 1.00%; (iii) offering expenses of

0.62 %; (iv) a 5% annual return; and (v) all distributions are reinvested at NAV:

	1 Year	3 Years	5 Years	10 Years
Total Expenses ($)	$46	$110	$177	$356

The above table and example and the assumption in the example of a 5% annual return are required by regulations of the SEC that are applicable to all

investment companies; the assumed 5% annual return is not a prediction of, and does not represent, the projected or actual performance of the fund’s

Common Shares. For more complete descriptions of certain of the fund’s costs and expenses, see “Management of the Fund” in the accompanying

Prospectus. In addition, while the example assumes reinvestment of all dividends and distributions at NAV, participants in the fund’s dividend

reinvestment plan may receive Common Shares purchased or issued at a price or value different from NAV. See “Distribution Policy” and “Dividend

Reinvestment Plan” in the accompanying Prospectus.

S-2

The example should not be considered a representation of past or future expenses, and the fund’s actual expenses may be greater or less

than those shown. Moreover, the fund’s actual rate of return may be greater or less than the hypothetical 5% return shown in the

example.

Capitalization

The fund may offer and sell up to 1,500,000 Common Shares from time to time through the Dealer as sub-placement agent under this Prospectus

Supplement and the accompanying Prospectus. Of the 1,500,000 Common Shares, 659,236 have been issued and 840,764 are unsold. In addition,

the fund has registered, and may take down, additional shares at a later date. There is no guarantee that there will be any sales of the Common Shares

pursuant to this Prospectus Supplement and the accompanying Prospectus. The table below assumes that the fund will sell 840,764 Common Shares

at a price of $27.16 per share (the last reported sale price per share of Common Shares in the market as of the close of regular trading on the NYSE on

June 13, 2024). Actual sales, if any, of the Common Shares under this Prospectus Supplement and the accompanying Prospectus may be greater or

less than $ 27.16 per share, depending on the market price of the Common Shares at the time of any such sale. To the extent that the market price per

share of the Common Shares on any given day is less than the net asset value per share on such day, the fund will instruct the Dealer not to make any

sales on such day.

The following table sets forth the fund’s capitalization:

●

on a historical basis as of December 31, 2023 (audited);

●

on an actual basis as of June 13, 2024 to reflect the sale and reinvestment of Common Shares from January 1, 2024 through June 13, 2024, and

the application of the net proceeds from such sale of Common Shares; and

●

on a pro forma as adjusted basis to reflect the assumed sale of 840,764 Common Shares at $27.16 per share (the last reported sale price for the

fund’s Common Shares in the market as of the close of regular trading on the NYSE on June 13, 2024), in an offering under this Prospectus

Supplement and the accompanying Prospectus, after deducting the assumed commission of $228,352 (representing an estimated commission to

the Distributor of 1.00% of the gross proceeds of the sale of Common Shares, of which a certain percentage will be paid to the Dealer in connection

with sales of Common Shares effected in this offering) and the offering expenses of $145,178 related to the issuance of Common Shares.

	As of December 31, 2023 (audited)	As of June 13, 2024, (unaudited)	Pro Forma (unaudited)
	Actual	Actual	As Adjusted
Net assets ($)	$601,751,039	535,561,926	558,023,546
Common Shares of beneficial interest outstanding — unlimited number of shares authorized with no par value	19,686,612	19,716,350	20,557,114
Paid-in capital ($)	$366,396,833	368,510,956	390,972,576
Total distributable earnings (loss)	$235,354,206	167,050,970	167,050,970
Net assets ($)	$601,751,039	535,561,926	558,023,546
Net asset value per share ($)	30.57	27.16	27.15

Market and Net Asset Value Information

The fund’s currently outstanding Common Shares are listed on the New York Stock Exchange (“NYSE”) under the symbol “BTO” and commenced trading

the NYSE in 1994.

The Common Shares have traded both at a premium and at a discount to their net asset value (“NAV”). The fund cannot predict whether its shares will

trade in the future at a premium or discount to NAV. The provisions of the 1940 Act generally require that the public offering price of common shares

(less any underwriting commissions and discounts) must equal or exceed the NAV per share of a company’s common stock (calculated within 48 hours

of pricing). The fund’s issuance of Common Shares may have an adverse effect on prices in the secondary market for Common Shares by increasing the

number of Common Shares available, which may put downward pressure on the market price for Common Shares. Shares of common stock of

closed-end investment companies frequently trade at a discount from NAV. See “Risk Factors—General Risks—Market Discount Risk” in the

accompanying Prospectus.

The following table sets forth for each of the periods indicated the high and low closing market prices for Common Shares on the NYSE, and the

corresponding NAV per share and the premium or discount to NAV per share at which the Common Shares were trading as of such date. NAV is

determined once daily as of the close of regular trading on the NYSE (typically 4:00

p.m.

, Eastern Time). See “Determination of Net Asset Value” in the

accompanying Prospectus for information as to the determination of the fund’s NAV.

S-3

	Market Price		NAV per Share on Date of Market Price High and Low		Premium/(Discount) on Date of Market Price High and Low
Fiscal Quarter Ended	High ($)	Low ($)	High ($)	Low ($)	High (%)	Low (%)
March 31, 2022	52.03	40.20	42.91	37.50	21.25 %	7.20 %
June 30, 2022	40.08	32.16	36.22	31.13	10.66 %	3.31 %
September 30, 2022	39.84	31.20	36.43	31.49	9.36 %	-0.92 %
December 31, 2022	36.52	30.14	36.11	31.69	1.14 %	-4.89 %
March 31, 2023	38.20	28.14	34.51	25.52	10.69 %	10.27 %
June 30, 2023	30.46	25.75	26.36	21.82	15.55 %	18.01 %
September 30, 2023	31.05	25.11	28.52	24.25	8.87 %	3.55 %
December 31, 2023	30.96	23.12	30.47	23.04	1.61 %	0.35 %
March 31, 2024	31.17	27.14	30.37	27.68	2.63 %	-1.95 %

The last reported sale price, NAV per share and percentage discount to NAV per share of the Common Shares as of June 13, 2024 were $27.16,

$27.16 and 0.00%, respectively. As of June 13, 2024, the fund had 19,716,350 Common Shares outstanding

and

net assets of the fund were

$535,561,926.

The Fund

The fund is a diversified, closed-end management investment company registered under the 1940 Act. The fund was organized on June 16, 1994 as a

Massachusetts business trust pursuant to an Agreement and Declaration of Trust (as amended and restated from time to time, the “Declaration of

Trust”). The fund commenced operations following an initial public offering on August 16, 1994, pursuant to which the fund issued an aggregate of

22,500,000 Common Shares of beneficial interest, no par value. The fund’s principal office is located at 200 Berkeley Street, Boston, Massachusetts

02116 and its phone number is 800-225-6020.

The following provides information about the fund’s outstanding securities as of December 31, 2023.

Title of Class	Amount Authorized	Amount Held by the Fund or for its Account	Amount Outstanding
Common Shares, no par value	Unlimited	0	19,716,350

Use of Proceeds

Sales of the Common Shares, if any, under this Prospectus Supplement and the accompanying Prospectus may be made in negotiated transactions or

transactions that are deemed to be “at the market” as defined in Rule 415 under the 1933 Act, including sales made directly on the NYSE or sales made

to or through a market maker other than on an exchange. There is no guarantee that there will be any sales of the Common Shares pursuant to this

Prospectus Supplement and the accompanying Prospectus. Actual sales, if any, of the Common Shares under this Prospectus Supplement and the

accompanying Prospectus may be less than as set forth in this paragraph. In addition, the price per share of any such sale may be greater or less than

the price set forth in this paragraph, depending on the market price of the Common Shares at the time of any such sale. As a result, the actual net

proceeds the fund receives may be more or less than the amount of net proceeds estimated in this Prospectus Supplement. Assuming the sale of all of

the Common Shares offered under this Prospectus Supplement and the accompanying Prospectus, at the last reported sale price of $27.16 per share

for the Common Shares in the market as of the close of regular trading on the NYSE as of June 13, 2024 the fund estimates that the net proceeds of this

offering will be approximately $22,461,620

after deducting the estimated sales load and the estimated offering expenses payable by the fund.

Subject to the remainder of this section, the fund currently intends to invest substantially all of the net proceeds of any sales of Common Shares

pursuant to this Prospectus Supplement and the accompanying Prospectus in accordance with its investment objectives and policies as described in

the accompanying Prospectus under “Investment Objectives” and “Investment Strategies” within three months of receipt of such proceeds. Such

investments may be delayed up to three months if suitable investments are unavailable at the time or for other reasons, such as market volatility and

lack of liquidity in the markets of suitable investments. Pending such investment, the fund anticipates that it will invest the proceeds in short-term

money market instruments, securities with remaining maturities of less than one year, cash or cash equivalents. A delay in the anticipated use of

proceeds could lower returns and reduce the fund’s distribution to Common Shareholders or result in a distribution consisting principally of a return of

capital.

S-4

Plan of Distribution

Under the Dealer Agreement between the Distributor and the Dealer, upon written instructions from the Distributor, the Dealer will use its reasonable

best efforts, to sell, as sub-placement agent, the Common Shares under the terms and subject to the conditions set forth in the Dealer Agreement. The

Dealer’s solicitation will continue until the Distributor instructs the Dealer to suspend the solicitations and offers. The Distributor will instruct the Dealer

as to the amount of Common Shares to be sold by the Dealer. The Distributor may instruct the Dealer not to sell Common Shares if the sales cannot be

effected at or above the price designated by the Distributor in any instruction. To the extent that the market price per share of the Common Shares on

any given day is less than the NAV per share on such day, the Distributor will instruct the Dealer not to make any sales on such day. The Distributor or the

Dealer may suspend the offering of Common Shares upon proper notice and subject to other conditions.

The Dealer will provide written confirmation to the Distributor following the close of trading on the day on which Common Shares are sold under the

Dealer Agreement. Each confirmation will include the number of shares sold on the preceding day, the net proceeds to the fund and the compensation

payable by the Distributor to the Dealer in connection with the sales.

The fund will compensate the Distributor with respect to sales of the Common Shares at a commission rate of 1% of the gross proceeds of the sale of

Common Shares. The Distributor will compensate the Dealer for its services in acting as sub-placement agent in the sale of Common Shares out of this

commission at a certain percentage rate of the gross proceeds of the sale of Common Shares sold under the Dealer Agreement, with the exact amount

of such compensation to be mutually agreed upon by the Distributor and the Dealer from time to time. There is no guarantee that there will be any sales

of the Common Shares pursuant to this Prospectus Supplement and the accompanying Prospectus. Actual sales, if any, of the Common Shares under

this Prospectus Supplement and the accompanying Prospectus may be greater or less than the price set forth in this paragraph, depending on the

market price of Common Shares at the time of any such sale. Assuming the 1,500,000 Common Shares offered hereby are sold at a market price of

$27.16 per share (the last reported sale price per share of Common Shares in the market as of the close of regular trading on the NYSE on June 13,

2024), the fund estimates that the total expenses for the offering, excluding compensation payable to the Distributor and the Dealer, would be

approximately $247,011.

Settlement for sales of Common Shares will occur on the second trading day following the date on which such sales are made, in return for payment of

the net proceeds to the fund. There is no arrangement for funds to be received in an escrow, trust or similar arrangement.

The Distributor has agreed to provide indemnification and contribution to the Dealer against certain civil liabilities, including liabilities under the 1933

Act.

The Dealer Agreement will remain in full force and effect unless terminated by either party upon 30 days’ written notice to the other party.

The principal business address of the Dealer is 1285 Avenue of the Americas, New York, NY 10019.

Incorporation by Reference

This Prospectus Supplement is part of a registration statement filed with the SEC. Pursuant to the final rule and form amendments adopted by the SEC

on April 8, 2020 to implement certain provisions of the Economic Growth, Regulatory Relief, and Consumer Protection Act, the fund is permitted to

“incorporate by reference” the information filed with the SEC, which means that the fund can disclose important information to you by referring you to

those documents. The information incorporated by reference is considered to be part of this Prospectus Supplement, and later information that the

fund files with the SEC will automatically update and supersede this information.

The documents listed below, and any reports and other documents subsequently filed with the SEC pursuant to Rule 30(b)(2) under the 1940 Act and

Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination of the offering will be incorporated by refer

ce into this Prospectus

Supplem

ent

and deemed

be part

this Prospectus Supplement from the date of the filing of such reports and documents:

●

The fund’s Statement of Additional Information, dated June 28, 2024, filed with the accompanying Prospectus;

●

The fund’s Annual Report on Form N-CSR, filed on

February 29, 2024

;

●

The fund’s description of Common Shares on Form 8-A, filed on June 17, 1994

You may obtain copies of any information incorporated by reference into this Prospectus Supplement, at no charge, by calling 800-225-6020

(toll-free), from the fund’s website https://www.jhinvestments.com/investments/closed-end-fund/sector-funds/financialopportunities-fund-ce-bto, or

from the SEC’s website at sec.gov. The fund’s periodic reports filed pursuant to Section 30(b)(2) of the 1940 Act and Sections 13 and 15(d) of the

Exchange Act, as well as this Prospectus Supplement, accompanying Prospectus, and the Statement of Additional Information, are available on the

fund’s website https://www.jhinvestments.com/investments/closed-end-fund/sectorfunds/financial-opportunities-fund-ce-bto. You also may obtain a

copy of any information regarding the fund filed with the SEC from the SEC’s website (sec.gov).

S-5

Additional Information

This Prospectus Supplement, the accompanying Prospectus, and the SAI do not contain all of the information set forth in the Registration Statement

that the fund has filed with the SEC (file Nos.811-08568; 333-279004). The complete Registration Statement may be obtained from the SEC at

sec.gov. See the cover page of the accompanying Prospectus for information about how to obtain a paper copy of the Registration Statement or SAI

without charge.

S-6

John Hancock Financial Opportunities Fund

Common Shares

PROSPECTUS SUPPLEMENT

July 1, 2024

til J

uly 26, 2024 (25 days after the date of this Prospectus Supplement), all dealers that buy, sell or trade the Common Shares, whether or not

participating in this offering, may be required to deliver a prospectus and the applicable prospectus supplement. This delivery requirement is in

addition to the dealers’ obligation to deliver a prospectus and the applicable prospectus supplement when acting as underwriters and with respect to

their unsold allotments or subscriptions.

S-7

Base Prospectus Dated June 28, 2024

1,500,000 Shares

John Hancock Financial Opportunities Fund

Common Shares

John Hancock Financial Opportunities Fund (the “Fund” or “fund”) is a d

iver

sified, closed-end management investment company. The fund commenced

operat

ion

s in August 1994 following an initial public offering.

Investment Objectives.

The fund’s primary investment objective is to provide a high level of total return consisting of long-term capital

appreciation

and current income. There can be no assurance that the fund will achieve its investment objective.

The Offering.

The fund may offer, from time to time, in one or more offerings, the fund’s common shares of beneficial interest, no par value (“Common

Shares”). Common Shares may be offered at prices and on terms to be set forth in one or more supplements to this Prospectus (each, a “Prospectus

Supplement”). You should read this Prospectus and the applicable Prospectus Supplement carefully before you invest in Common Shares.

Common Shares may be offered directly to one or more purchasers, through agents designated from time to time by the fund, or to or through

underwriters or dealers. The Prospectus Supplement relating to the offering will identify any agents, underwriters or dealers involved in the offer or

sale of Common Shares, and will set forth any applicable offering price, sales, load, fee, commission or discount arrangement between the fund and

its agents or underwriters, or among its underwriters, or the basis upon which such amount may be calculated, net proceeds and use of proceeds, and

the terms of any sale. The fund may not sell any Common Shares through agents, underwriters or dealers without delivery of a Prospectus Supplement

describing the method and terms of the particular offering of the Common Shares.

Investment Strategy.

Under normal circumstances, the fund will invest at least 80% (plus any borrowings for investment purposes) of its net assets

in equity securities of U.S. and foreign financial services companies of any size. These companies may include, but are not limited to, banks, thrifts,

finance and financial technology companies, brokerage and advisory firms, real estate-related firms, insurance companies and financial holding

companies. The fund may invest up to 20% of its total assets in common and preferred equity securities and other preferred securities of foreign

banking, lending and financial services companies, including securities quoted in foreign currencies.

Investment Advisor and Subadvisor.

The fund’s investment advisor is John Hancock Investment Management LLC (the “Advisor” or “JHIM”) and its

subadvisor is Manulife Investment Management (US) LLC (the “Subadvisor” or “subadvisor”).

Exchange listing.

The fund’s currently outstanding Common Shares are listed on the New York Stock Exchange (“NYSE”) under the symbol “BTO.” Any

new Common Shares offered and sold hereby are expected to be listed on the NYSE and trade under this symbol. As of June 13, 2024, the last

reported sale price for the Common Shares was $27.16.

Leverage.

The fund may use leverage to the extent permitted by the Investment Company Act of 1940 (the “1940 Act”), this Prospectus, and a

liquidity agreement dated June 16, 2015 (the “LA”). See “—Other Investment Policies—Borrowing.” The LA includes a line of credit and may utilize

securities lending and reverse repurchase agreements. The fund’s leverage strategy may not be successful. In addition, new Rule 18f-4 will impact

how the fund may use leverage and certain borrowings and other investments. See “Hedging, Derivative and Other Strategic Transactions Risk” for

additional information.

The Common Shares have traded both at a premium and

a disc

ount to net asset value (“

AV”). The fund cannot predict whether

Common Shares will trade in the future at a premium or discount to NAV. The provisions of the 1940 Act generally require that the

public offering price of common shares (less any underwriting commissions and discounts) must equal or exceed the NAV per share of

Manulife, Manulife Investment Management, Stylized M Design, and Manulife Investment Management & Stylized M Design are trademarks of The Manufacturers Life

Insurance Company and are used by its affiliates under license.

a company’s common stock (calculated within 48 hours of pricing). The fund’s issuance of Common Shares may have an adverse effect

on prices in the secondary market for the fund’s Common Shares by increasing the number of Common Shares available, which may

put downward pressure on the market price for the fund’s Common Shares. Shares of common stock of closed-end investment

companies frequently trade at a discount from NAV, which may increase investors’ risk of loss.

Investing in the fund’s Common Shares involves certain risks. You could lose all or some of your investment. You should consider

carefully these risks together with all of the other information contained in this Prospectus before making a decision to purchase the

fund’s securities. See “Risk Factors” beginning on page

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of

these securities or determined whether this Prospectus is truthful or complete. Any representation to the contrary is a criminal

offense.

This Prospectus, together with any applicable Prospectus Supplement, sets forth concisely the information about the fund that a prospective investor

should know before investing. You should read this Prospectus and the applicable Prospectus Supplement, which contain important information,

before deciding whether to invest in the Common Shares. You should retain the Prospectus and Prospectus Supplement for future reference. A

Statement of Additional Information (“SAI”), dated June 28, 2024, containing additional information about the fund, has been filed with the SEC and is

incorporated by reference in its entirety into this Prospectus. A copy of the SAI may be obtained without charge by calling 800-225-6020 (toll-free) or

from the SEC’s website at sec.gov. Copies of the fund’s annual report and semi-annual report and other information about the fund may be obtained

upon request by writing to the fund, by calling 800-225-6020, or by visiting the fund’s website at https://www.jhinvestments.com/resources/all-resources/other/john-hancock-financial-opportunities-fund-annual-report.

You also may obtain a copy of any information regarding the fund filed with

the SEC from the SEC’s website (sec.gov).

The fund’s Common Shares do not represent a deposit or obligation of, and are not guaranteed or endorsed by, any bank or other insured depository

institution, and are not federally insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other government agency.

Prospectus dated June 28, 2024

You should rely only on the information contained in, or incorporated by reference into, this Prospectus, any related Prospectus

Supplement and the SAI in making your investment decisions. The fund has not authorized any person to provide you with different

information. If anyone provides you with different or inconsistent information, you should not rely on it. The fund is not making an offer

to sell the Common Shares in any jurisdiction where the offer or sale is not permitted. You should assume that the information in this

Prospectus and any Prospectus Supplement is accurate only as of the dates on their covers. The fund’s business, financial condition

and prospects may have changed since the date of its description in this Prospectus or the date of its description in any Prospectus

Supplement.

Table of contents

Prospectus Summary	1
Summary of Risks	4
Summary of Fund Expenses	9
Financial Highlights	11
Market and Net Asset Value Information	13
The Fund	13
Use of Proceeds	13
Investment Objective	14
Principal investment strategies	14
Risk Factors	21
Management of the Fund	32
Custodian and Transfer Agent	34
Determination of Net Asset Value	34
Distribution Policy	36
Dividend Reinvestment Plan	37
Closed-End Fund Structure	38
U.S. Federal Income Tax Matters	38
Plan of Distribution	40
Description of Capital Structure	42
Certain Provisions in the Declaration of Trust and By-Laws	44
Reports to Shareholders	45
Independent Registered Public Accounting Firm	45
Legal and Regulatory Matters	45
Incorporation by Reference	45
Additional Information	46
The Fund’s Privacy Policy	46

Prospectus Summary

This is only a summary. You should review the more detailed information elsewhere in this prospectus (“Prospectus”), in any related supplement to this

Prospectus (each, a “Prospectus Supplement”), and in the Statement of Additional Information (the “SAI”) prior to making an investment in the fund. See

“Risk Factors.”

The Fund

John Hancock Financial Opportunities fund (the “Fund” or “fund”) is a diversified, closed-end management investment company. The fund commenced

operations in August 1994 following an initial public offering.

Investment Objectives

The fund’s primary investment objective is to provide a high level of total return consisting of long-term capital appreciation and current income. There

can be no assurance that the fund will achieve its investment objective. The fund’s investment objective is not fundamental and may be changed without

shareholder approval.

The Offering

The fund may offer, from time to time, in one or more offerings, up to 1,500,000 of the fund’s common shares of beneficial interest, no par value

(“Common Shares”), on terms to be determined at the time of the offering. The Common Shares may be offered at prices and on terms to be set forth in

one or more Prospectus Supplements. You should read this Prospectus and the applicable Prospectus Supplement carefully before you invest in

Common Shares. Common Shares may be offered directly to one or more purchasers, through agents designated from time to time by the fund, or to or

through underwriters or dealers. The Prospectus Supplement relating to the offering will identify any agents, underwriters or dealers involved in the

offer or sale of Common Shares, and will set forth any applicable offering price, sales load, fee, commission or discount arrangement between the fund

and its agents or underwriters, or among its underwriters, or the basis upon which such amount may be calculated, net proceeds and use of proceeds,

and the terms of any sale. See “Plan of Distribution.” The fund may not sell any Common Shares through agents, underwriters or dealers without delivery

of a Prospectus Supplement describing the method and terms of the particular offering of Common Shares.

Listing and Symbol

The fund’s currently outstanding Common Shares are listed on the New York Stock Exchange (“NYSE”) under the symbol “BTO.” Any new Common Shares

offered and sold hereby will be listed on the NYSE and trade under this symbol. As of June 13, 2024, the last reported sale price for the Common

Shares was $27.16.

Investment Strategy

Under normal circumstances, the fund will invest at least 80% of its net assets in equity securities of U.S. and foreign financial services companies of

any size. These companies may include, but are not limited to, banks, thrifts, finance and financial technology companies, brokerage and advisory firms,

real estate-related firms, insurance companies and financial holding companies. The equity securities in which the fund may invest are common stocks,

preferred stocks, warrants, stock purchase rights, securities convertible into other equity securities. “Net assets” is defined as net assets plus any

borrowings for investment purposes. The fund will notify shareholders at least 60 days prior to any change in this 80% policy.

The fund may invest up to 20% of its total assets in common and preferred equity securities and other preferred securities of foreign banking, lending

and financial services companies, including securities quoted in foreign currencies.

Under normal market conditions, the fund may invest up to 20% of its net assets in the common and preferred equity securities and other preferred

securities of non-financial services companies. The fund also may invest in investment grade securities. The fund may also invest in debt securities, and

typically will invest in debt securities that are rated, at the time of purchase, BB or below by S&P Global Ratings (“Standard & Poor's”) or Ba or below by

Moody's Investors Service, Inc. (“Moody's”), or if unrated by such rating organizations, determined by the Adviser (as defined below) to be of comparable

quality. The fund will not purchase debt securities rated below C or which are in default at the time of purchase. Debt securities rated BB or Ba or below

(or comparable unrated securities) are commonly referred to as “junk bonds” and are considered by Moody's and Standard & Poor’s to be

predominantly speculative with respect to the issuer's capacity to pay interest and repay principal in accordance with the terms of the obligations and

involve major risk exposure to adverse business financial or economic conditions. In some cases, such obligations may be highly speculative and have

extremely poor prospects for reaching investment grade standing and may be in default. As a result, investment in such obligations will entail greater

speculative risks than those associated with investment in investment grade obligations (i.e., obligations rated AAA, AA, A or BBB by Standard & Poor's

or Aaa, Aa, A or Baa by Moody's). The descriptions of the investment grade rating categories by Moody’s and S&P, including a description of their

speculative characteristics, are set forth in the SAI. With respect to the fund’s investments in fixed-income or debt securities, the fund may invest in

higher quality instruments for temporary or defensive purposes.

Investment Advisor and Subadvisor

The fund’s investment advisor is John Hancock Investment Management LLC (the “Advisor” or “JHIM”) and its subadvisor is Manulife Investment

Management (US) LLC (the “Subadvisor” or “subadvisor”).

JHIM, the fund’s investment advisor, is an indirect principally owned subsidiary of Manulife Financial Corporation. The Advisor is responsible for

overseeing the management of the fund, including its day-to-day business operations and monitoring the subadvisor. As of March 31, 2024, the Advisor

had total assets under management of approximately $162.5 billion.

The subadvisor handles the fund’s portfolio management activity, subject to oversight by the Advisor. The subadvisor, organized in 1968, is a wholly

owned subsidiary of John Hancock Life Insurance Company (U.S.A.) (a subsidiary of Manulife Financial, a publicly held, Canadian-based company). As

of March 31, 2024, the subadvisor had total assets under management of approximately $206.3 billion.

See “Management of the Fund—The Advisor” and “—The Subadvisor.”

Distributions

The fund makes regular quarterly distributions to holders of Common Shares (the “Common Shareholders”) sourced from the fund’s cash available for

distribution. “Cash available for distribution” consists of the fund’s (i) investment company taxable income, which includes among other things, dividend

and ordinary income after payment of fund expenses, the excess of net short-term capital gain over net long-term capital loss, and income from certain

hedging and interest rate transactions, and (ii) net long-term capital gain (gain from the sale of capital assets held longer than one year). The Board of

Trustees of the fund (the “Board”) may modify this distribution policy at any time without obtaining the approval of Common Shareholders.

Pursuant to the requirements of the 1940 Act, in the event the fund makes distributions from sources other than income, a notice will accompany each

quarterly distribution with respect to the estimated sources of the distribution made. Such notices will describe the portion, if any, of the quarterly

dividend which, in the fund’s good faith judgment, constitutes long-term capital gain, short-term capital gain, net investment income or a return of

capital. The actual character of such dividend distributions for U.S. federal income tax purposes, however, will only be determined finally by the fund at

the close of its fiscal year, based on the fund’s full year performance and its actual net investment company taxable income and net capital gain for the

year, which may result in a recharacterization of amounts distributed during such fiscal year from the characterization in the quarterly estimates.

If, for any calendar year, as discussed above, the total distributions made exceed the fund’s net investment taxable income and net capital gain, the

excess generally will be treated as a return of capital to each Common Shareholder (up to the amount of the Common Shareholder’s basis in his or her

Common Shares) and thereafter as gain from the sale of Common Shares. The amount treated as a return of capital reduces the Common Shareholder’s

adjusted basis in his or her Common Shares, thereby increasing his or her potential gain or reducing his or her potential loss on the subsequent sale of

his or her Common Shares. Distributions in any year may include a substantial return of capital component.

Distribution rates are based on projected quarterly cash available for distribution, which may result in fluctuations in quarterly rates. As a result, the

distributions paid by the fund for any particular quarter may be more or less than the amount of cash available for distribution from that quarterly

period. In certain circumstances, the fund may be required to sell a portion of its investment portfolio to fund distributions. Distributions will reduce the

Common Shares’ net asset value (“NAV”).

The fund has adopted a managed distribution plan (Plan). Under the Plan, the fund makes quarterly distributions of an amount equal to $0.6500 per

share, which will be paid quarterly until further notice. The fund may make additional distributions: (i) for purposes of not incurring federal income tax at

the fund level of investment company taxable income and net capital gain, if any, not included in such regular distributions; and (ii) for purposes of not

incurring federal excise tax on ordinary income and capital gain net income, if any, not included in such regular distributions. The Plan provides that the

Board of Trustees of the fund may amend the terms of the Plan or terminate the Plan at any time without prior notice to the fund’s shareholders. The Plan

is subject to periodic review by the fund’s Board of Trustees.

Dividend Reinvestment Plan

The fund has established an automatic dividend reinvestment plan (the “Plan”). Under the Plan, distributions of dividends and capital gain are

automatically reinvested in Common Shares of the fund by Computershare Trust Company, N.A. Every shareholder holding at least one full share of the

fund will be automatically enrolled in the Plan. Shareholders who do not participate in the Plan will receive all distributions in cash. Common

Shareholders who intend to hold their Common Shares through a broker or nominee should contact such broker or nominee regarding the Plan. See

“Dividend Reinvestment Plan.”

Closed-End Fund Structure

Closed-end funds differ from open-end management investment companies (which generally are referred to as “mutual funds”) in that closed-end funds

generally list their shares for trading on a securities exchange and do not redeem their shares at the option of the shareholder. Mutual funds do not

trade on securities exchanges and issue securities redeemable at the option of the shareholder. The continuous outflows of assets in a mutual fund can

make it difficult to manage the fund’s investments. Closed-end funds generally are able to stay more fully invested in securities that are consistent with

their investment objectives and also have greater flexibility to make certain types of investments and to use certain investment strategies, such as

financial leverage and investments in illiquid securities. The fund’s Common Shares are designed primarily for long-term investors; you should not

purchase Common Shares if you intend to sell them shortly after purchase.

Common shares of closed-end funds frequently trade at prices lower than their NAV. Since inception, the market price of the Common Shares has

fluctuated and at times has traded below the fund’s NAV and at times has traded above the fund’s NAV. The fund cannot predict whether in the future the

Common Shares will trade at, above or below NAV. In addition to NAV, the market price of the fund’s Common Shares may be affected by such factors as

the fund’s dividend stability, dividend levels, which are in turn affected by expenses, and market supply and demand.

In recognition of the possibility that the Common Shares may trade at a discount from their NAV, and that any such discount may not be in the best

interest of Common Shareholders, the Board, in consultation with the Advisor, from time to time may review possible actions to reduce any such

discount. There can be no assurance that the Board will decide to undertake any of these actions or that, if undertaken, such actions would result in the

Common Shares trading at a price equal to or close to NAV per Common Share. In the event that the fund conducts an offering of new Common Shares

and such offering constitutes a “distribution” under Regulation M, the fund and certain of its affiliates may be subject to an applicable restricted period

that could limit the timing of any repurchases by the fund.

Summary of Risks

The fund’s principal risk factors are listed below by general risks and strategy risks. The fund’s main risks are listed below in alphabetical order, not in

order of importance. Before investing, be sure to read the additional descriptions of these risks beginning on page

of this Prospectus.

General Risks

Anti-takeover Provisions.

The fund’s Declaration of Trust includes provisions that could limit the ability of other persons or entities to acquire control

of the fund or to change the composition of its Board. These provisions may deprive shareholders of opportunities to sell their Common Shares at a

premium over the then current market price of the Common Shares. See “Certain Provisions in the Declaration of Trust and By-Laws—Anti-takeover

provisions.”

Defensive Positions Risk.

During periods of adverse market or economic conditions, the fund may temporarily invest all or a substantial portion of its

total assets in short-term money market instruments, securities with remaining maturities of less than one year, cash or cash equivalents. The fund will

not be pursuing its investment objective in these circumstances and could miss favorable market developments.

Distribution Risk.

There can be no assurance that quarterly distributions paid by the fund to shareholders will be maintained at current levels or

increase over time. The quarterly distributions shareholders receive from the fund are derived from the fund’s dividends and interest income after

payment of fund expenses. The fund’s cash available for distribution may vary widely over the short- and long-term. If, for any calendar year, the total

distributions made exceed the fund’s net investment taxable income and net capital gain, the excess generally will be treated as a return of capital to

each Common Shareholder (up to the amount of the Common Shareholder’s basis in his or her Common Shares) and thereafter as gain from the sale of

Common Shares. The amount treated as a return of capital reduces the Common Shareholder’s adjusted basis in his or her Common Shares, thereby

increasing his or her potential gain or reducing his or her potential loss on the subsequent sale of his or her Common Shares. Distributions in any year

may include a substantial return of capital component.

Economic and market events risk.

Events in the U.S. and global financial markets, including actions taken by the U.S. Federal Reserve or foreign

central banks to stimulate or stabilize economic growth, may at times result in unusually high market volatility, which could negatively impact

performance. Reduced liquidity in credit and fixed-income markets could adversely affect issuers worldwide. Banks and financial services companies

could suffer losses if interest rates rise or economic conditions deteriorate.

ESG integration risk.

The manager considers ESG factors that it deems relevant or additive, along with other material factors and analysis, when

managing the fund. ESG factors may include, but are not limited to, matters regarding board diversity, climate change policies, and supply chain and

human rights policies. The manager may consider these ESG factors on all or a meaningful portion of the fund’s investments. Integration of ESG factors

into the fund's investment strategy does not preclude the fund from including companies with low ESG scores or excluding companies with high ESG

scores in the fund's investments. Incorporating ESG criteria and making investment decisions based on certain ESG characteristics, as determined by

the manager, carries the risk that the fund may perform differently, including underperforming, funds that do not utilize ESG criteria, or funds that utilize

different ESG criteria.

Industry or Sector Risk.

When a fund focuses its investments in certain sectors of the economy, its performance may be driven largely by sector

performance and could fluctuate more widely than if the fund were invested more evenly across sectors. To the extent that a fund invests in securities of

companies in the financial services sector, the fund may be significantly affected by economic, market, and business developments, borrowing costs,

interest-rate fluctuations, competition, and government regulation, among other factors, impacting that sector.

Leverage Risk.

The fund is authorized to utilize leverage through borrowings, reinvestment of securities lending collateral or reverse repurchase

agreement proceeds, and/or the issuance of preferred shares, including the issuance of debt securities. The fund is party to the LA as described in

“—Description of Capital Structure—Liquidity Facility.”

The fund utilizes the LA to increase its assets available for investment. When the fund leverages its assets, Common Shareholders bear the fees

associated with the LA and have the potential to benefit or be disadvantaged from the use of leverage. In addition, the fee paid to the Advisor is

calculated on the basis of the fund’s average daily managed assets, including proceeds from borrowings and/or the issuance of any preferred shares, so

the fee will be higher when leverage is utilized, which may create an incentive for the Advisor to employ financial leverage. Consequently, the fund and

the Advisor may have differing interests in determining whether to leverage the fund’s assets. Leverage creates risks that may adversely affect the return

for the Common Shareholders, including:

●

the likelihood of greater volatility of NAV and market price of Common Shares;

●

fluctuations in the interest rate paid for the use of the LA;

●

increased operating costs, which may reduce the fund’s total return;

●

the potential for a decline in the value of an investment acquired through leverage, while the fund’s obligations under such leverage remains fixed;

and

●

the fund is more likely to have to sell securities in a volatile market in order to meet asset coverage or other debt compliance requirements.

To the

extent the returns derived from securities purchased with proceeds received from leverage exceeds the cost of leverage, the fund’s distributions

may be greater than if leverage had not been used. Conversely, if the returns from the securities purchased with such proceeds are not sufficient to

cover the cost of leverage, the amount available for distribution to Common Shareholders will be less than if leverage had not been used. In the

latter case, the Advisor, in its best judgment, may nevertheless determine to maintain the fund’s leveraged position if it deems such action to be

appropriate. The costs of a borrowing program and/or an offering of preferred shares would be borne by Common Shareholders and consequently

would result in a reduction of the NAV of Common Shares.

In addition to the risks created by the fund’s use of leverage, the fund is subject to the

risk that it would be unable to timely, or at all, obtain replacement financing if the LA is terminated. For more information regarding termination,

see “—Description of Capital Structure—Liquidity Facility.”

LIBOR discontinuation risk.

The official publication of the London Interbank Offered Rate (LIBOR), which many debt securities, derivatives and other

financial instruments traditionally utilized as the reference or benchmark rate for interest rate calculations, was discontinued as of June 30, 2023.

However, a subset of LIBOR settings will continue to be published on a “synthetic” basis. The synthetic publication of the one-, three- and six-month

U.S. dollar LIBOR will continue until September 30, 2024. The discontinuation of LIBOR and a transition to replacement rates may lead to volatility and

illiquidity in markets and may adversely affect the fund’s performance.

Market Discount Risk.

The fund’s Common Shares will be offered only when Common Shares of the fund are trading at a price equal to or above the

fund’s NAV per Common Share plus the per Common Share amount of commissions. As with any security, the market value of the Common Shares may

increase or decrease from the amount initially paid for the Common Shares. The fund’s Common Shares have traded at both a premium and at a

discount to NAV. The shares of closed-end management investment companies frequently trade at a discount from their NAV. This characteristic is a risk

separate and distinct from the risk that the fund’s NAV could decrease as a result of investment activities. Investors bear a risk of loss to the extent that

the price at which they sell their shares is lower in relation to the fund’s NAV than at the time of purchase, assuming a stable NAV.

Operational and cybersecurity risk.

Cybersecurity breaches may allow an unauthorized party to gain access to fund assets, customer data, or

proprietary information, or cause a fund or its service providers to suffer data corruption or lose operational functionality. Similar incidents affecting

issuers of a fund’s securities may negatively impact performance. Operational risk may arise from human error, error by third parties, communication

errors, or technology failures, among other causes.

Secondary Market for the Common Shares.

The issuance of new Common Shares may have an adverse effect on the secondary market for the

Common Shares. When Common Shares are trading at a premium, the fund may issue new Common Shares of the fund. The increase in the amount of

the fund’s outstanding Common Shares resulting from the offering of new Common Shares may put downward pressure on the market price for the

Common Shares of the fund. Common Shares will not be issued at any time when Common Shares are trading at a price lower than a price equal to the

fund’s NAV per Common Share plus the per Common Share amount of commissions.

The fund also issues Common Shares through its dividend reinvestment plan. Common Shares may be issued under the plan at a discount to the market

price for such Common Shares, which may put downward pressure on the market price for Common Shares of the fund.

The voting power of current Common Shareholders will be diluted to the extent that such shareholders do not purchase shares in any future Common

Share offerings or do not purchase sufficient shares to maintain their percentage interest. In addition, if the proceeds of such offering are unable to be

invested as intended, the fund’s per Common Share distribution may decrease (or may consist of return of capital) and the fund may not participate in

market advances to the same extent as if such proceeds were fully invested as planned.

Tax Risk.

To qualify for the special tax treatment available to regulated investment companies, the fund must: (i) derive at least 90% of its annual gross

income from certain kinds of investment income; (ii) meet certain asset diversification requirements at the end of each quarter; and (iii) distribute in

each taxable year at least 90% of its net investment income (including net interest income and net short-term capital gain). If the fund failed to meet any

of these requirements, subject to the opportunity to cure such failures under applicable provisions of the Internal Revenue Code of 1986, as amended

(the “Code”), the fund would be subject to U.S. federal income tax at regular corporate rates on its taxable income, including its net capital gain, even if

such income were distributed to its shareholders. All distributions by the fund from earnings and profits, including distributions of net capital gain (if

any), would be taxable to the shareholders as ordinary income. To the extent designated by the fund, such distributions generally would be eligible (i) to

be treated as qualified dividend income in the case of individual and other non-corporate shareholders and (ii) for the dividends received deduction in

the case of corporate shareholders, provided that in each case the shareholder meets applicable holding period requirements. In addition, in order to

requalify for taxation as a regulated investment company, the fund might be required to recognize unrealized gain, pay substantial taxes and interest,

and make certain distributions. See “U.S. Federal Income Tax Matters.”

The tax treatment and characterization of the fund’s distributions may vary significantly from time to time due to the nature of the fund’s investments.

The ultimate tax characterization of the fund’s distributions in a calendar year may not finally be determined until after the end of that calendar year. The

fund may make distributions during a calendar year that exceed the fund’s net investment income and net realized capital gain for that year. In such a

situation, the amount by which the fund’s total distributions exceed net investment income and net realized capital gain generally would be treated as a

return of capital up to the amount of the Common Shareholder’s tax basis in his or her Common Shares, with any amounts exceeding such basis treated

as gain from the sale of his or her Common Shares. The fund’s income distributions that qualify for favorable tax treatment may be affected by Internal

Revenue Service (“IRS”) interpretations of the Code and future changes in tax laws and regulations all of which may apply with retroactive effect. See

“U.S. Federal Income Tax Matters.”

No assurance can be given as to what percentage of the distributions paid on the Common Shares, if any, will consist of long-term capital gain or what

the tax rates on various types of income will be in future years.

Strategy Risks

Banking industry risk.

Commercial banks, savings and loan associations, and holding companies of the foregoing are especially subject to adverse

effects of volatile interest rates, concentrations of loans in particular industries, and significant competition. Profitability of these businesses depends

significantly upon the availability and cost of capital funds. Commercial banks and savings associations are subject to extensive state regulation.

Credit and counterparty risk.

The issuer or guarantor of a fixed-income security, the counterparty to an over-the-counter derivatives contract, or a

borrower of fund securities may not make timely payments or otherwise honor its obligations. U.S. government securities are subject to varying degrees

of credit risk depending upon the nature of their support. A downgrade or default affecting any of the fund’s securities could affect the fund’s

performance.

Equity securities risk.

The price of equity securities may decline due to changes in a company’s financial condition or overall market conditions.

Fixed-income securities risk.

A rise in interest rates typically causes bond prices to fall. The longer the average maturity or duration of the bonds

held by a fund, the more sensitive it will likely be to interest-rate fluctuations. An issuer may not make all interest payments or repay all or any of the

principal borrowed. Changes in a security’s credit quality may adversely affect fund performance.

Credit quality risk.

Fixed-income securities are subject to the risk that the issuer of the security will not repay all or a portion of the principal

borrowed and will not make all interest payments. If the credit quality of a fixed-income security deteriorates after a fund has purchased the security,

the market value of the security may decrease and lead to a decrease in the value of the fund’s investments. An issuer’s credit quality could

deteriorate as a result of poor management decisions, competitive pressures, technological obsolescence, undue reliance on suppliers, labor

issues, shortages, corporate restructurings, fraudulent disclosures, or other factors. Funds that may invest in lower-rated fixed-income securities,

commonly referred to as junk securities, are riskier than funds that may invest in higher-rated fixed-income securities.

Interest rate risk.

A sharp and unexpected rise in interest rates could impair the fund’s ability to maintain a stable net asset value. A low interest

rate environment may prevent the fund from providing a positive yield to shareholders or paying fund expenses out of fund assets and could impair

the fund’s ability to maintain a stable net asset value.

Investment-grade fixed-income securities in the lowest rating category risk.

Investment-grade fixed-income securities in the lowest rating

category (such as Baa by Moody’s Investors Service, Inc. or BBB by S&P Global Ratings or Fitch Ratings, as applicable, and comparable unrated

securities) involve a higher degree of risk than fixed-income securities in the higher rating categories. While such securities are considered

investment-grade quality and are deemed to have adequate capacity for payment of principal and interest, such securities lack outstanding

investment characteristics and have speculative characteristics as well. For example, changes in economic conditions or other circumstances are

more likely to lead to a weakened capacity to make principal and interest payments than is the case with higher-grade securities.

Prepayment of principal risk.

Many types of debt securities, including floating-rate loans, are subject to prepayment risk. Prepayment risk is the

risk that, when interest rates fall, certain types of obligations will be paid off by the borrower more quickly than originally anticipated and the fund

may have to invest the proceeds in securities with lower yields. Securities subject to prepayment risk can offer less potential for gains when the

credit quality of the issuer improves.

Foreign securities risk.

Less information may be publicly available regarding foreign issuers, including foreign government issuers. Foreign securities

may be subject to foreign taxes and may be more volatile than U.S. securities. Currency fluctuations and political and economic developments may

adversely impact the value of foreign securities. The risks of investing in foreign securities are magnified in emerging markets. Depositary receipts are

subject to most of the risks associated with investing in foreign securities directly because the value of a depositary receipt is dependent upon the

market price of the underlying foreign equity security. Depositary receipts are also subject to liquidity risk.

Currency risk.

Currency risk is the risk that fluctuations in exchange rates may adversely affect the U.S. dollar value of a fund’s investments.

Currency risk includes both the risk that currencies in which a fund’s investments are traded, or currencies in which a fund has taken an active

investment position, will decline in value relative to the U.S. dollar and, in the case of hedging positions, that the U.S. dollar will decline in value

relative to the currency being hedged. Currency rates in foreign countries may fluctuate significantly for a number of reasons, including the forces of

supply and demand in the foreign exchange markets, actual or perceived changes in interest rates, intervention (or the failure to intervene) by U.S. or

foreign governments or central banks, or currency controls or political developments in the United States or abroad. Certain funds may engage in

proxy hedging of currencies by entering into derivative transactions with respect to a currency whose value is expected to correlate to the value of a

currency the fund owns or wants to own. This presents the risk that the two currencies may not move in relation to one another as expected. In that

case, the fund could lose money on its investment and also lose money on the position designed to act as a proxy hedge. Certain funds may also take

active currency positions and may cross-hedge currency exposure represented by their securities into another foreign currency. This may result in a

fund’s currency exposure being substantially different than that suggested by its securities investments. All funds with foreign currency holdings

and/or that invest or trade in securities denominated in foreign currencies or related derivative instruments may be adversely affected by changes in

foreign currency exchange rates. Derivative foreign currency transactions (such as futures, forwards, and swaps) may also involve leveraging risk, in

addition to currency risk. Leverage may disproportionately increase a fund’s portfolio losses and reduce opportunities for gain when interest rates,

stock prices, or currency rates are changing.

Hedging, derivatives, and other strategic transactions risk

The ability of a fund to utilize hedging, derivatives, and other strategic transactions to benefit the fund will depend in part on its manager’s ability to

predict pertinent market movements and market risk, counterparty risk, credit risk, interest-rate risk, and other risk factors, none of which can be

assured. The skills required to utilize hedging and other strategic transactions are different from those needed to select a fund’s securities. Even if the

manager only uses hedging and other strategic transactions in a fund primarily for hedging purposes or to gain exposure to a particular securities

market, if the transaction does not have the desired outcome, it could result in a significant loss to a fund. The amount of loss could be more than the

principal amount invested. These transactions may also increase the volatility of a fund and may involve a small investment of cash relative to the

magnitude of the risks assumed, thereby magnifying the impact of any resulting gain or loss. For example, the potential loss from the use of futures can

exceed a fund’s initial investment in such contracts. In addition, these transactions could result in a loss to a fund if the counterparty to the transaction

does not perform as promised.

The fund may enter into interest-rate swaps for the purposes of reducing risk, obtaining efficient market exposure, and/or enhancing investment

returns. In an interest rate swap, the fund exchanges with another party their respective commitments to pay or receive interest (e.g., an exchange of

fixed rate payments for floating rate payments). For example, if the fund holds a debt instrument with an interest rate that is reset only once each year, it

may swap the right to receive interest at this fixed rate for the right to receive interest at a rate that is reset every week. This would enable the fund to

offset a decline in the value of the debt instrument due to rising interest rates but would also limit its ability to benefit from falling interest rates.

Conversely, if the fund holds a debt instrument with an interest rate that is reset every week and it would like to lock in what it believes to be a high

interest rate for one year, it may swap the right to receive interest at this variable weekly rate for the right to receive interest at a rate that is fixed for one

year. Such a swap would protect the fund from a reduction in yield due to falling interest rates and may permit the fund to enhance its income through

the positive differential between one week and one year interest rates, but would preclude it from taking full advantage of rising interest rates.

The regulation of the U.S. and non-U.S. derivatives markets has undergone substantial change in recent years and such change may continue. In

particular, the Dodd-Frank Wall Street Reform and Consumer Protection Act, and regulations promulgated or proposed thereunder require many

derivatives to be cleared and traded on an exchange, expand entity registration requirements, impose business conduct requirements on dealers that

enter into swaps with a pension plan, endowment, retirement plan or government entity, and required banks to move some derivatives trading units to a

non-guaranteed affiliate separate from the deposit-taking bank or divest them altogether. Although the Commodity Futures Trading Commission (CFTC)

has released final rules relating to clearing, reporting, recordkeeping and registration requirements under the legislation, many of the provisions are

subject to further final rule making, and thus its ultimate impact remains unclear. New regulations could, among other things, restrict the fund’s ability

to engage in derivatives transactions (for example, by making certain types of derivatives transactions no longer available to the fund) and/or increase

the costs of such derivatives transactions (for example, by increasing margin or capital requirements), and the fund may be unable to fully execute its

investment strategies as a result. Limits or restrictions applicable to the counterparties with which the fund engages in derivative transactions also

could prevent the fund from using these instruments or affect the pricing or other factors relating to these instruments, or may change the availability of

certain investments.

At any time after the date of this prospectus, legislation may be enacted that could negatively affect the assets of the fund. Legislation or regulation may

change the way in which the fund itself is regulated. The advisor cannot predict the effects of any new governmental regulation that may be

implemented, and there can be no assurance that any new governmental regulation will not adversely affect the fund’s ability to achieve its investment

objectives.

The use of derivative instruments may involve risks different from, or potentially greater than, the risks associated with investing directly in securities

and other, more traditional assets. In particular, the use of derivative instruments exposes a fund to the risk that the counterparty to an OTC derivatives

contract will be unable or unwilling to make timely settlement payments or otherwise honor its obligations. OTC derivatives transactions typically can

only be closed out with the other party to the transaction, although either party may engage in an offsetting transaction that puts that party in the same

economic position as if it had closed out the transaction with the counterparty or may obtain the other party’s consent to assign the transaction to a

third party. If the counterparty defaults, the fund will have contractual remedies, but there is no assurance that the counterparty will meet its

contractual obligations or that, in the event of default, the fund will succeed in enforcing them. For example, because the contract for each OTC

derivatives transaction is individually negotiated with a specific counterparty, a fund is subject to the risk that a counterparty may interpret contractual

terms (e.g., the definition of default) differently than the fund when the fund seeks to enforce its contractual rights. If that occurs, the cost and

unpredictability of the legal proceedings required for the fund to enforce its contractual rights may lead it to decide not to pursue its claims against the

counterparty. The fund, therefore, assumes the risk that it may be unable to obtain payments owed to it under OTC derivatives contracts or that those

payments may be delayed or made only after the fund has incurred the costs of litigation. While a manager intends to monitor the creditworthiness of

counterparties, there can be no assurance that a counterparty will meet its obligations, especially during unusually adverse market conditions. To the

extent a fund contracts with a limited number of counterparties, the fund’s risk will be concentrated and events that affect the creditworthiness of any of

those counterparties may have a pronounced effect on the fund. Derivatives are also subject to a number of other risks, including market risk, liquidity

risk and operational risk. Since the value of derivatives is calculated and derived from the value of other assets, instruments, or references, there is a

risk that they will be improperly valued. Derivatives also involve the risk that changes in their value may not correlate perfectly with the assets, rates, or

indexes they are designed to hedge or closely track. Suitable derivatives transactions may not be available in all circumstances. The fund is also subject

to the risk that the counterparty closes out the derivatives transactions upon the occurrence of certain triggering events. In addition, a manager may

determine not to use derivatives to hedge or otherwise reduce risk exposure. Government legislation or regulation could affect the use of derivatives

transactions and could limit a fund’s ability to pursue its investment strategies.

Illiquid and Restricted Securities Risk.

The fund may invest without limit in securities for which there is no readily available trading market or which

are otherwise illiquid (i.e., investments that the fund reasonably expects cannot be sold or disposed of in current market conditions in seven calendar

days or less without the sale or disposition significantly changing the market value of the investment). The fund may have significant exposure to

restricted securities. Restricted securities are securities with restrictions on public resale, such as securities offered in accordance with an exemption

under Rule 144A under the Securities Act of 1933 (the “1933 Act”), or commercial paper issued under Section 4(a)(2) of the 1933 Act. Restricted

securities are often required to be sold in private sales to institutional buyers, markets for restricted securities may or may not be well developed, and

restricted securities can be illiquid.

Illiquid and restricted securities may be difficult to value and may involve greater risks than liquid securities.

Illiquidity may have an adverse impact on a particular security’s market price and the fund’s ability to see the security. Illiquid investments may become

harder to value, especially in changing markets. The fund’s investments in illiquid securities may reduce the returns of the fund because it may be

unable to sell the illiquid investments at an advantageous time or price or possibly require the fund to dispose of other investments at unfavorable times

or prices in order to satisfy its obligations, which could prevent the fund from taking advantage of other investment opportunities. Additionally, the

market for certain investments may become illiquid under adverse market or economic conditions independent of any specific adverse changes in the

conditions of a particular issuer.

The extent (if at all) to which a security may be sold or a derivative position closed without negatively impacting its

market value may be impaired by reduced market activity or participation, legal restrictions, or other economic and market impediments. Liquidity risk

may be magnified in rising interest rate environments due to higher than normal redemption rates. Widespread selling of fixed-income securities to

satisfy obligations during periods of reduced demand may adversely impact the price or salability of such securities. Periods of heavy redemption could

cause the fund to sell assets at a loss or depressed value, which could negatively affect performance.

In addition, limited liquidity could affect the

market price of the investments, thereby adversely affecting the fund’s NAV and ability to make dividend distributions. The financial markets in general

have in recent years experienced periods of extreme secondary market supply and demand imbalance, resulting in a loss of liquidity during which

market prices were suddenly and substantially below traditional measures of intrinsic value. During such periods, some investments could be sold only

at arbitrary prices and with substantial losses. Periods of such market dislocation may occur again at any time. The fund has no limitation on the amount

of its assets which may be invested in investments which are not readily marketable or are subject to restrictions on resale.

Large company risk.

Larger companies may grow more slowly than smaller companies or be slower to respond to business developments.

Large-capitalization securities may underperform the market as a whole.

Lower-rated and high-yield fixed-income securities risk.

Lower-rated and high-yield fixed-income securities (junk bonds) are subject to greater

credit quality risk, risk of default, and price volatility than higher-rated fixed-income securities, may be considered speculative, and can be difficult to

resell.

Risk to principal and income.

Investing in lower-rated fixed-income securities is considered speculative. While these securities generally provide

greater income potential than investments in higher-rated securities, there is a greater risk that principal and interest payments will not be made.

Issuers of these securities may even go into default or become bankrupt.

Price volatility.

The price of lower-rated fixed-income securities may be more volatile than securities in the higher-rated categories. This volatility

may increase during periods of economic uncertainty or change. The price of these securities is affected more than higher-rated fixed-income

securities by the market’s perception of their credit quality, especially during times of adverse publicity. In the past, economic downturns or

increases in interest rates have, at times, caused more defaults by issuers of these securities and may do so in the future. Economic downturns and

increases in interest rates have an even greater effect on highly leveraged issuers of these securities.

Liquidity.

The market for lower-rated fixed-income securities may have more limited trading than the market for investment-grade fixed-income

securities. Therefore, it may be more difficult to sell these securities, and these securities may have to be sold at prices below their market value in

order to meet redemption requests or to respond to changes in market conditions.

Dependence on manager’s own credit analysis.

While a manager may rely on ratings by established credit rating agencies, it will also

supplement such ratings with its own independent review of the credit quality of the issuer. Therefore, the assessment of the credit risk of lower-rated

fixed-income securities is more dependent on the manager’s evaluation than the assessment of the credit risk of higher-rated securities.

Additional risks regarding lower-rated corporate fixed-income securities.

Lower-rated corporate fixed-income securities (and comparable

unrated securities) tend to be more sensitive to individual corporate developments and changes in economic conditions than higher-rated corporate

fixed-income securities. Issuers of lower-rated corporate fixed-income securities may also be highly leveraged, increasing the risk that principal and

income will not be repaid.

Preferred and convertible securities risk.

Preferred stock dividends are payable only if declared by the issuer’s board. Preferred stock may be

subject to redemption provisions. The market values of convertible securities tend to fall as interest rates rise and rise as interest rates fall. Convertible

preferred stock’s value can depend heavily upon the underlying common stock’s value.

Real estate securities risk.

Securities of companies in the real estate industry carry risks associated with owning real estate, including the potential

for a decline in value due to economic or market conditions.

Repurchase agreement risk.

Repurchase agreements are arrangements involving the purchase of an obligation and the simultaneous agreement to

resell the same obligation on demand or at a specified future date and at an agreed-upon price. A repurchase agreement can be viewed as a loan made

by the fund to the seller of the obligation with such obligation serving as collateral for the seller’s agreement to repay the amount borrowed with interest.

Repurchase agreements provide the opportunity to earn a return on cash that is only temporarily available. Repurchase agreements may be entered

with banks, brokers, or dealers. However, a repurchase agreement will only be entered with a broker or dealer if the broker or dealer agrees to deposit

additional collateral should the value of the obligation purchased decrease below the resale price.

Generally, repurchase agreements are of a short duration, often less than one week but on occasion for longer periods. Securities subject to repurchase

agreements will be valued every business day and additional collateral will be requested if necessary so that the value of the collateral is at least equal

to the value of the repurchase obligation, including the interest accrued thereon.

The subadvisor shall engage in a repurchase agreement transaction only with those banks or broker dealers who meet the subadvisor’s quantitative and

qualitative criteria regarding creditworthiness, asset size and collateralization requirements. The Advisor also may engage in repurchase agreement

transactions on behalf of the fund. The counterparties to a repurchase agreement transaction are limited to a:

●

Federal Reserve System member bank;

●

primary government securities dealer reporting to the Federal Reserve Bank of New York’s Market Reports Division; or

●

broker dealer that reports U.S. government securities positions to the Federal Reserve Board.

The fund also may participate in repurchase agreement transactions utilizing the settlement services of clearing firms that meet the subadvisors'

creditworthiness requirements.

The Advisor and the subadvisor will continuously monitor repurchase agreement transactions to ensure that the collateral held with respect to a

repurchase agreement equals or exceeds the amount of the obligation.

The risk of a repurchase agreement transaction is limited to the ability of the seller to pay the agreed-upon sum on the delivery date. In the event of

bankruptcy or other default by the seller, the instrument purchased may decline in value, interest payable on the instrument may be lost and there may

be possible difficulties and delays in obtaining collateral and delays and expense in liquidating the instrument. If an issuer of a repurchase agreement

fails to repurchase the underlying obligation, the loss, if any, would be the difference between the repurchase price and the underlying obligation’s

market value. A fund also might incur certain costs in liquidating the underlying obligation. Moreover, if bankruptcy or other insolvency proceedings are

commenced with respect to the seller, realization upon the underlying obligation might be delayed or limited.

Reverse Repurchase Agreement Risk.

Under a reverse repurchase agreement, a fund sells a debt security and agrees to repurchase it at an

agreed-upon time and at an agreed-upon price. The fund retains record ownership of the security and the right to receive interest and principal

payments thereon. At an agreed-upon future date, the fund repurchases the security by remitting the proceeds previously received, plus interest. The

difference between the amount the fund receives for the security and the amount it pays on repurchase is payment of interest. In certain types of

agreements, there is no agreed-upon repurchase date and interest payments are calculated daily, often based on the prevailing overnight repurchase

rate. A reverse repurchase agreement may be considered a form of leveraging and may, therefore, increase fluctuations in a fund’s NAV per share.

Small and mid-sized company risk.

Small and mid-sized companies are generally less established and may be more volatile than larger companies.

Small and/or mid-capitalization securities may underperform the market as a whole.

State/region risk.

Investing heavily in any one state or region increases exposure to losses in that state or region.

Warrants risk.

The prices of warrants may not precisely reflect the prices of their underlying securities. Warrant holders do not receive dividends or

have voting or credit rights. A warrant ceases to have value if not exercised prior to its expiration date.

Given the risks described above, an investment in Common Shares may not be appropriate for all investors. You should carefully

consider your ability to assume these risks before making an investment in the fund.

Summary of Fund Expenses

The purpose of the table below is to help you understand all fees and expenses that you, as a Common Shareholder, would bear directly or indirectly. In

accordance with SEC requirements, the table below shows the fund’s expenses as a percentage of its average net assets as of December 31, 2023, and

not as a percentage of total assets. By showing expenses as a percentage of average net assets, expenses are not expressed as a percentage of all of

the assets in which the fund invests. The offering costs to be paid or reimbursed by the fund are not included in the Annual Expenses table below.

However, these expenses will be borne by Common Shareholders and may result in a reduction in the NAV of the Common Shares. See “Management of

the Fund” and “Dividend Reinvestment Plan.” The table and example are based on the fund’s capital structure as of December 31, 2023.

Shareholder Transaction Expenses (%)
Sales load (as a percentage of offering price) 1
Offering expenses (as a percentage of offering price) 1
Dividend Reinvestment Plan fees 2	None

Annual Expenses (Percentage of Net Assets Attributable to Common Shares) (%)
Management fees 3	1.38
Interest Payments on Borrowed Funds 4	1.36
Other expenses	0.42
Total Annual Operating Expenses	3.16
Contractual Expense Reimbursement 5	(0.20 )
Total Annual Fund Operating Expenses After Expense Reimbursements	2.96

If Common Shares are sold to or through underwriters, the Prospectus Supplement will set forth any applicable sales load and the estimated offering expenses.

Participants in the fund’s dividend reinvestment plan do not pay brokerage charges with respect to Common Shares issued directly by the fund. However, whenever

Common Shares are purchased or sold on the NYSE or otherwise on the open market, each participant will pay a pro rata portion of brokerage trading fees, currently

$0.05 per share purchased or sold. Brokerage trading fees will be deducted from amounts to be invested. Shareholders participating in the Plan may buy additional

Common Shares of the fund through the Plan at any time and will be charged a $5 transaction fee plus $0.05 per share brokerage trading fee for each order. See

“Distribution Policy” and “Dividend Reinvestment Plan.”

See “Management of the Fund—The Advisor.”

The fund uses leverage by borrowing under the LA. See “Other Investment Policies – Borrowing” and “Use of Leverage by the Fund” in the accompanying Prospectus.

The Advisor contractually agrees to waive a portion of its management fee and/or reimburse expenses for the fund and certain other John Hancock funds according to

an asset level breakpoint schedule that is based on the aggregate net assets of all the funds participating in the waiver or reimbursement, including the fund (the

participating portfolios). This waiver equals, on an annualized basis, 0.0100% of that portion of the aggregate net assets of all the participating portfolios that

exceeds $75 billion but is less than or equal to $125 billion; 0.0125% of that portion of the aggregate net assets of all the participating portfolios that exceeds

$125 billion but is less than or equal to $150 billion; 0.0150% of that portion of the aggregate net assets of all the participating portfolios that exceeds $150 billion

but is less than or equal to $175 billion; 0.0175% of that portion of the aggregate net assets of all the participating portfolios that exceeds $175 billion but is less

than or equal to $200 billion; 0.0200% of that portion of the aggregate net assets of all the participating portfolios that exceeds $200 billion but is less than or equal

to $225 billion; and 0.0225% of that portion of the aggregate net assets of all the participating portfolios that exceeds $225 billion. The amount of the

reimbursement is calculated daily and allocated among all the participating portfolios in proportion to the daily net assets of each participating portfolio. During its

most recent fiscal year, the fund’s reimbursement amounted to 0.01% of the fund’s average daily net assets. This agreement expires on July 31, 2025, unless renewed

by mutual agreement of the fund and the Advisor based upon a determination that this is appropriate under the circumstances at that time. The advisor contractually

agrees to limit its administration fee to 0.10% of the fund’s average weekly gross assets. This agreement expires on April 30, 2025, unless renewed by mutual

agreement of the fund and the Advisor based upon a determination that this is appropriate under the circumstances at that time.

Expense example

The following example illustrates the expenses that Common Shareholders would pay on a $1,000 investment in Common Shares, assuming (i) total

annual expenses set forth above, including any reimbursements through their current expiration date; (ii) a 5% annual return; and (iii) all distributions

are reinvested at NAV:

	1 Year	3 Years	5 Years	10 Years
Total Expenses	$30	$96	$164	$345

The above table and example and the assumption in the example of a 5% annual return are required by regulations of the SEC that are applicable to all

investment companies; the assumed 5% annual return is not a prediction of, and does not represent, the projected or actual performance of the fund’s

Common Shares. For more complete descriptions of certain of the fund’s costs and expenses, see “Management of the Fund.” In addition, while the

example assumes reinvestment of all dividends and distributions at NAV, participants in the fund’s dividend reinvestment plan may receive Common

Shares purchased or issued at a price or value different from NAV. See “Distribution Policy” and “Dividend Reinvestment Plan.” The example does not

include sales load or estimated offering costs, which would cause the expenses shown in the example to increase.

The example should not be considered a representation of past or future expenses, and the fund’s actual expenses may be greater or less

than those shown. Moreover, the fund’s actual rate of return may be greater or less than the hypothetical 5% return shown in the

example.

Financial Highlights

This table details the financial performance of the Common Shares, including total return information showing how much an investment in the fund has

increased or decreased each period (assuming reinvestment of all dividends and distributions).

The financial statements of the fund as of December 31, 2023, 2022, 2021, 2020, and 2019 have been audited by PricewaterhouseCoopers LLP

(“PwC”), the fund’s independent registered public accounting firm. The report of PwC, along with the fund’s financial statements in the fund’s annual

report for the fiscal period ended December 31, 2023, has been incorporated by reference into the SAI. Copies of the fund’s most recent annual and

semi-annual reports are available upon request.

Common Shares

Period ended	12-31-23	12-31-22	12-31-21	12-31-20	12-31-19
Per share operating performance
Net asset value, beginning of period	$32.82	$39.82	$28.48	$36.38	$29.06
Net investment income 1	0.42	0.50	0.54	0.60	0.50
Net realized and unrealized gain (loss) on investments	(0.11 ) 2	(5.03 )	12.96	(6.30 )	9.02
Total from investment operations	0.31	(4.53 )	13.50	(5.70 )	9.52
Less distributions
From net investment income	(0.62 )	(0.47 )	(0.62 )	(0.65 )	(0.48 )
From net realized gain	(1.98 )	(2.03 )	(1.58 )	(1.55 )	(1.72 )
Total distributions	(2.60 )	(2.50 )	(2.20 )	(2.20 )	(2.20 )
Premium from shares sold through shelf offering	0.04	0.03	0.04	—	—
Net asset value, end of period	$30.57	$32.82	$39.82	$28.48	$36.38
Per share market value, end of period	$30.08	$33.31	$46.59	$30.35	$36.30
Total return at net asset value (%) 3,4	2.39	(11.39 )	47.83	(13.38 )	33.71
Total return at market value (%) 3	(0.76 )	(23.11 )	62.31	(7.49 )	38.81
Ratios and supplemental data
Net assets, end of period (in millions)	$602	$632	$757	$535	$680
Ratios (as a percentage of average net assets):
Expenses before reductions	3.16	2.12	1.78	2.21	2.27
Expenses including reductions 5	2.96	1.93	1.60	2.01	2.08
Net investment income	1.55	1.41	1.45	2.50	1.52
Portfolio turnover (%)	13	10	14	10	13
Senior securities
Total debt outstanding end of period (in millions)	$125	$125	$125	$125	$125
Asset coverage per $1,000 of debt 6	$5,814	$6,057	$7,058	$5,278	$6,440

Based on average daily shares outstanding.

The amount shown for a share outstanding does not correspond with the aggregate net gain (loss) on investments for the period due to the timing of the sales and

repurchases of shares in relation to fluctuating market values of the investments of the fund.

Total return based on net asset value reflects changes in the fund’s net asset value during each period. Total return based on market value reflects changes in market

value. Each figure assumes that distributions from income, capital gains and tax return of capital, if any, were reinvested.

Total returns would have been lower had certain expenses not been reduced during the applicable periods.

Expenses including reductions excluding interest expense were 1.60%, 1.47%, 1.47%, 1.69% and 1.50% for the periods ended 12-31-23, 12-31-22, 12-31-21,

12-31-20 and 12-31-19, respectively.

Asset coverage equals the total net assets plus borrowings divided by the borrowings of the fund outstanding at period end. As debt outstanding changes, the level of

invested assets may change accordingly. Asset coverage ratio provides a measure of leverage.

Period ended	12-31-18	12-31-17	12-31-16	12-31-15 1	10-31-15	10-31-14
Per share operating performance
Net asset value, beginning of period	$36.94	$34.98	$26.17	$26.00	$25.19	$23.01
Net investment income 2	0.39	0.37	0.50	0.10	0.52 3	0.35
Net realized and unrealized gain (loss) on investments	(6.61 )	3.07	9.79	0.44	1.55	3.01
Total from Investment operations	(6.22 )	3.44	10.29	0.54	2.07	3.36
Less distributions
From net investment income	(0.40 )	(0.42 )	(0.40 )	(0.10 )	(0.47 )	(0.35 )
From net realized gain	(1.26 )	(1.06 )	(1.08 )	(0.27 )	(0.79 )	(0.83 )
Total distributions	(1.66 )	(1.48 )	(1.48 )	(0.37 )	(1.26 )	(1.18 )
Anti-dilutive impact of repurchase plan	—	—	— 4,5	—	—	—
Net asset value, end of period	$29.06	$36.94	$34.98	$26.17	$26.00	$25.19
Per share market value, end of period	$27.93	$39.33	$36.27	$28.03	$26.77	$22.97
Total return at net asset value (%) 6,7	(17.42 )	10.08	41.10	2.05 8	8.60	15.16
Total return at market value (%) 6	(25.46 )	13.03	36.60	6.16 8	22.63	8.84
Ratios and supplemental data
Net assets, end of period (in millions)	$543	$689	$651	$486	$482	$467
Ratios (as a percentage of average net assets):
Expenses before reductions	2.04	1.93	2.02	2.02 9	1.99	1.99
Expenses including reductions 10	1.86	1.75	1.82	1.83 9	1.80	1.81
Net investment income	1.04	1.07	1.88	2.15 9	2.03 3	1.43
Portfolio turnover (%)	11	5	11	2	18	15
Senior securities
Total debt outstanding end of period (in millions)	$120	$110	$110	$110	$110	$110
Asset coverage per $1,000 of debt 11	$5,522	$7,265	$6,922	$5,419	$5,385	$5,244

For the two-month period ended 12-31-15. The fund changed its fiscal year end from October 31 to December 31.

Based on average daily shares outstanding.

Net investment income (loss) per share and ratio of net investment income (loss) to average net assets reflect special dividends received by the fund, which amounted

to $0.04 and 0.15%, respectively.

Less than $0.005 per share.

The repurchase plan was completed at an average repurchase price of $20.79 for 10,000 shares for the period ended 12-31-16.

Total return based on net asset value reflects changes in the fund’s net asset value during each period. Total return based on market value reflects changes in market

value. Each figure assumes that distributions from income, capital gains and tax return of capital, if any, were reinvested.

Total returns would have been lower had certain expenses not been reduced during the applicable periods.

Not annualized.

Annualized.

Expenses including reductions excluding interest expense were 1.44%, 1.45%, 1.58%, 1.63% (annualized) and 1.60% for the periods ended 12-31-18, 12-31-17,

12-31-16, 12-31-15 and 10-31-14, respectively.

Asset coverage equals the total net assets plus borrowings divided by the borrowings of the fund outstanding at period end. As debt outstanding changes, the level of

invested assets may change accordingly. Asset coverage ratio provides a measure of leverage.

Market and Net Asset Value Information

The fund’s currently outstanding Common Shares are listed on the New York Stock Exchange (“NYSE”) under the symbol “BTO” and commenced trading

on the NYSE in 1994.

The fund’s Common Shares have traded both at a premium and at a discount to its net asset value (“NAV”). The fund cannot predict whether its shares

will trade in the future at a premium or discount to NAV. The provisions of the 1940 Act generally require that the public offering price of common shares

(less any underwriting commissions and discounts) must equal or exceed the NAV per share of a company’s common stock (calculated within 48 hours

of pricing). The fund’s issuance of Common Shares may have an adverse effect on prices in the secondary market for Common Shares by increasing the

number of Common Shares available, which may put downward pressure on the market price for Common Shares. Shares of common stock of

closed-end investment companies frequently trade at a discount from NAV. See “Risk Factors—General Risks—Market Discount Risk” and “—Secondary

Market for the Common Shares.”

The following table sets forth for each of the periods indicated the high and low closing market prices for Common Shares on the NYSE, and the

corresponding NAV per share and the premium or discount to NAV per share at which the fund’s Common Shares were trading as of such date. NAV is

determined once daily as of the close of regular trading of the NYSE (typically 4:00

p.m.

, Eastern Time). See “Determination of Net Asset Value” for

information as to the determination of the fund’s NAV.

	Market Price		NAV per Share on Date of Market Price High and Low		Premium/(Discount) on Date of Market Price High and Low
Fiscal Quarter Ended	High ($)	Low ($)	High ($)	Low ($)	High (%)	Low (%)
March 31, 2022	52.03	40.20	42.91	37.50	21.25 %	7.20 %
June 30, 2022	40.08	32.16	36.22	31.13	10.66 %	3.31 %
September 30, 2022	39.84	31.20	36.43	31.49	9.36 %	-0.92 %
December 31, 2022	36.52	30.14	36.11	31.69	1.14 %	-4.89 %
March 31, 2023	38.20	28.14	34.51	25.52	10.69 %	10.27 %
June 30, 2023	30.46	25.75	26.36	21.82	15.55 %	18.01 %
September 30, 2023	31.05	25.11	28.52	24.25	8.87 %	3.55 %
December 31, 2023	30.96	23.12	30.47	23.04	1.61 %	0.35 %
March 31, 2024	31.17	27.14	30.37	27.68	2.63 %	-1.95 %

The last reported sale price, NAV per share and percentage discount to NAV per share of the Common Shares as of June 13, 2024 were $27.16,

$27.16 and 0.00%, respectively. As of June 13, 2024, the fund had 19,716,350 Common Shares outstanding and net assets of the fund were

$535,561,926.

The Fund

The fund is a diversified, closed-end management investment company registered under the 1940 Act. The fund was organized on June 16, 1994 as a

Massachusetts business trust pursuant to an Agreement and Declaration of Trust (as amended and restated from time to time, the “Declaration of

Trust”). The fund commenced operations following an initial public offering on August 16, 1994, pursuant to which the fund issued an aggregate of

22,500,000 Common Shares of beneficial interest, no par value. The fund’s principal office is located at 200 Berkeley Street, Boston, Massachusetts

02116 and its phone number is 800-225-6020.

The following provides information about the fund’s outstanding securities as of April 30, 2024.

Title of Class	Amount Authorized	Amount Held by the Fund or for its Account	Amount Outstanding
Common Shares, no par value	Unlimited	0	19,716,350

Use of Proceeds

Subject to the remainder of this section, and unless otherwise specified in a Prospectus Supplement, the fund currently intends to invest substantially

all of the net proceeds of any sales of Common Shares pursuant to this Prospectus in accordance with its investment objective and policies as described

under “Investment Objective” and “Investment Strategies” within three months of receipt of such proceeds. Such investments may be delayed up to

three months if suitable investments are unavailable at the time or for other reasons, such as market volatility and lack of liquidity in the markets of

suitable investments. Pending such investment, the fund anticipates that it will invest the proceeds in short-term money market instruments, securities

with remaining maturities of less than one year, cash or cash equivalents. A delay in the anticipated use of proceeds could lower returns and reduce the

fund’s distribution to Common Shareholders or result in a distribution consisting principally of a return of capital.

Investment Objective

The fund’s primary investment objective is to provide a high level of total return consisting of long-term capital appreciation and current income. There

can be no assurance that the fund will achieve its investment objective. The fund’s investment objective is not a fundamental policy and may be changed

without the approval of a majority of the outstanding voting securities (as defined in the 1940 Act) of the fund.

Principal investment strategies

Under normal circumstances, the fund will invest at least 80% of its net assets in equity securities of U.S. and foreign financial services companies of

any size. These companies may include, but are not limited to, banks, thrifts, finance and financial technology companies, brokerage and advisory firms,

real estate-related firms, insurance companies and financial holding companies. The equity securities in which the fund may invest are common stocks,

preferred stocks, warrants, stock purchase rights, securities convertible into other equity securities. “Net assets” is defined as net assets plus any

borrowings for investment purposes. The fund will notify shareholders at least 60 days prior to any change in this 80% policy.

The fund may invest up to 20% of its total assets in common and preferred equity securities and other preferred securities of foreign banking, lending

and financial services companies, including securities quoted in foreign currencies.

In selecting the fund's portfolio securities, the Adviser intends to select securities of issuers that it believes are likely to benefit from the foregoing

industry trends and developments as well to employ fundamental investment analysis. In general, the Adviser will emphasize those securities which

appear undervalued by the marketplace as indicated by, among other factors: (1) the value and quality of the underlying assets of the financial services

companies; and (2) the value of a financial services company relative to its earnings potential and to market valuations of comparable companies.

The Adviser may select securities of issuers that are small from a national perspective but have a significant share of their local market. In the opinion of

the Adviser, such financial services companies frequently have a stable core base of assets or deposits, which may provide a greater level of earnings

predictability, and provide financial services to the immediate geographic area. The Adviser believes that careful assessment of a financial service

company’s asset quality is critical in determining the institution's value. In the Adviser's view, a high-quality asset base may lead to more predictable and

potentially higher earnings. The Adviser intends to focus its investment analysis on delinquency trends, reserve levels and investment and loan portfolio

compositions, among other things, in assessing asset quality.

Other factors that the Adviser will consider when determining which securities are undervalued are the historical and projected relationship of financial

services company securities to the overall securities markets, using such valuation measures as price to earnings ratios, price to tangible book value

ratios and current yields. In addition, the Adviser will focus upon, among other factors, each institution's capital position and competitive posture in the

markets it serves, the amount of stock owned by insiders and regulatory developments. In addition to such factors, the Adviser also considers the

nature and stability of an issuer's asset or deposit base, its market share, the economy of the region in which it is located, the quality of management

and management's commitment to enhancing shareholder value.

At any given time the Adviser may focus upon investments in a number of geographic regions, the Adviser anticipates that the portfolio typically will

represent a geographically diverse group of financial services companies. However, to the extent that the fund's portfolio from time to time is focused in

a particular geographic region, the fund will be more susceptible to the risks associated with changes in economic and other conditions in such region.

The Adviser anticipates that its value based analysis and emphasis upon small and medium size financial services companies will result in a diversified

portfolio which typically would be composed of equity securities of 75 to 150 issuers.