SEC Form N-2 filed by John Hancock Financial Opportunities Fund

4/30/24 4:04:47 PM ET

$BTO

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JOHN HANCOCK FINANCIAL OPPORTUNITIES FUND

As filed with the Securities and Exchange

Commission on April 30, 2024

1933 Act File No. 333

1940 Act File No. 811-08568

U.S

. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.

20549

FORM N-2

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]

Pre-Effective Amendment No. [ ]

Post-Effective Amendment No. [ ]

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]

Amendment No. 4 [ ]

(CHECK APPROPRIATE BOX OR BOXES)

JOHN HANCOCK FINANCIAL OPPORTUNITIES FUND

(Exact Name of Registrant as Specified in Charter)

200 Berkeley Street

Boston

Massachusetts

02116

-2805

(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, including Area Code:

1-800-225-6020

Christopher Sechler, Esq.

200 Berkeley Street,

Boston, Massachusetts 02116-2805

Name and Address (of Agent for Service)

Copies of Communications to:

Mark P. Goshko, Esq.

K&L Gates LLP

One Congress Street

Suite 2900

Boston, Massachusetts 02114

Approximate Date of Proposed Public Offering: From time to time after the effective date of this Registration Statement.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act

of 1933, other than securities offered in connection with a dividend reinvestment plan, check the following box. [

√

]

If this Form is a registration statement pursuant to General Instruction A.2 or a post-effective amendment thereto, check the following box. [

√

]

If this Form is a registration statement pursuant to General Instruction B or a post-effective amendment thereto that will become effective upon filing

with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. 

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction B to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box



It is proposed that this filing will become effective (check appropriate box):

[X]	when declared effective pursuant to section 8(c)
If appropriate, check the following box:
[ ]	This post-effective amendment designates a new effective date for a previously filed registration statement.
[ ]	This form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act and the Securities Act registration statement number of the earlier effective registration statement for the same offering is________.
[ ]	This Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is________.

[ ]	This Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is________.
Check each box that appropriately characterizes the Registrant:

[X]	Registered closed-end fund.
[ ]	Business development company.
[ ]	Interval fund.
[X]	A.2 Qualified.
[ ]	Well-Known Seasoned Issuer (as defined by Rule 405 under the Securities Act).
[ ]	Emerging Growth Company (as defined by Rule 12b-2 under the Securities Exchange Act of 1934 (“Exchange Act”).
[ ]	New Registrant.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the

Registrant shall file a further amendment which specifically states this Registration Statement shall thereafter become effective in accordance with

Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such dates as the Commission, acting pursuant

to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the

Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these

securities in any state where the offer or sale is not permitted.

Base Prospectus Dated June

2024

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.

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 21,

2024

, the last

reported sale price for the Common Shares was $

[

TBU-TPS]

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.

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.

The Common Shares have traded both at a premium and a discount to net asset value (“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. 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

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

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	10
Financial Highlights	12
Market and Net Asset Value Information	14
The Fund	14
Use of Proceeds	14
Investment Objective	15
Principal investment strategies	15
Risk Factors	22
Management of the Fund	34
Custodian and Transfer Agent	36
Determination of Net Asset Value	36
Distribution Policy	37
Dividend Reinvestment Plan	39
Closed-End Fund Structure	39
U.S. Federal Income Tax Matters	40
Plan of Distribution	42
Description of Capital Structure	43
Certain Provisions in the Declaration of Trust and By-Laws	46
Reports to Shareholders	47
Independent Registered Public Accounting Firm	47
Legal and Regulatory Matters	47
Incorporation by Reference	47
Additional Information	47
The Fund’s Privacy Policy	48

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 21,

2024

, the last reported sale price for the Common

Shares was $

[

TBU-TPS]

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.

The fund may invest in investment grade securities for lower

volatility and yields that potentially meet or exceed the fund’s distribution.

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

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

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

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. 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

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

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,

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

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

A fund may invest in derivatives, which are financial contracts with a value that depends on, or is derived from, the value of underlying assets, reference

rates, or indexes. Derivatives may relate to stocks, bonds, interest rates, currencies or currency exchange rates, and related indexes. A fund may use

derivatives for many purposes, including for hedging and as a substitute for direct investment in securities or other assets. Derivatives may be used in a

way to efficiently adjust the exposure of a fund to various securities, markets, and currencies without a fund actually having to sell existing investments

and make new investments. This generally will be done when the adjustment is expected to be relatively temporary or in anticipation of effecting the sale

of fund assets and making new investments over time. Further, since many derivatives have a leverage component, adverse changes in the value or level

of the underlying asset, reference rate, or index can result in a loss substantially greater than the amount invested in the derivative itself. Certain

derivatives have the potential for unlimited loss, regardless of the size of the initial investment. When a fund uses derivatives for leverage, investments in

that fund will tend to be more volatile, resulting in larger gains or losses in response to market changes. To limit risks associated with leverage, a fund is

required to comply with Rule 18f-4 under the Investment Company Act of 1940, as amended (the Derivatives Rule) as outlined below. For a description

of the various derivative instruments the fund may utilize, refer to the SAI.

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.

The Derivatives Rule mandates that a fund adopt and/or implement: (i) value-at-risk limitations (VaR); (ii) a written derivatives risk management

program; (iii) new Board oversight responsibilities; and (iv) new reporting and recordkeeping requirements. In the event that a fund’s derivative exposure

is 10% or less of its net assets, excluding certain currency and interest rate hedging transactions, it can elect to be classified as a limited derivatives

user (Limited Derivatives User) under the Derivatives Rule, in which case the fund is not subject to the full requirements of the Derivatives Rule. Limited

Derivatives Users are excepted from VaR testing, implementing a derivatives risk management program, and certain Board oversight and reporting

requirements mandated by the Derivatives Rule. However, a Limited Derivatives User is still required to implement written compliance policies and

procedures reasonably designed to manage its derivatives risks.

The Derivatives Rule also provides special treatment for reverse repurchase agreements, similar financing transactions and unfunded commitment

agreements. Specifically, a fund may elect whether to treat reverse repurchase agreements and similar financing transactions as “derivatives

transactions” subject to the requirements of the Derivatives Rule or as senior securities equivalent to bank borrowings for purposes of Section 18 of the

Investment Company Act of 1940. In addition, when-issued or forward settling securities transactions that physically settle within 35-days are deemed

not to involve a senior security.

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.

A detailed discussion of various hedging and other strategic transactions appears in the SAI. To the extent that the fund utilizes the following list of

certain derivatives and other strategic transactions, it will be subject to associated risks. The main risks of each appear below.

Credit default swaps.

Counterparty risk, liquidity risk (i.e., the inability to enter into closing transactions), interest-rate risk,

risk

of default of the

underlying reference obligation

and risk of disproportionate loss are the principal risks of engaging in transactions involving credit default swaps.

Foreign currency forward contracts.

Counterparty risk, liquidity risk (i.e., the inability to enter into closing transactions), foreign currency risk

and risk of disproportionate loss are the principal risks of engaging in transactions involving foreign currency forward contracts.

Foreign currency swaps.

Counterparty risk, liquidity risk (i.e., the inability to enter into closing transactions), foreign currency risk

and risk of

disproportionate loss are the principal risks of engaging in transactions involving foreign currency swaps.

Futures contracts.

Counterparty risk, liquidity risk (i.e., the inability to enter into closing transactions)

and risk of disproportionate loss are the

principal risks of engaging in transactions involving futures contracts.

Interest-rate

risk

Fixed-

income securities are affected by changes in interest rates. When interest rates decline

the market value of fixed

income

securities generally can be expected to rise

Conversely

, when interest rates rise

, the

market value of fixed-

income securities generally can be

expected to decline.

The longer the duration or maturity of a fixed

-income security

the more susceptible it is to

interest-rate risk

Duration is a

measure of the price sensitivity of a debt security,

or a fund that invests in a portfolio of debt securities, to changes in

interest

rates, whereas the

maturity of a security measures the time until final payment is due

Duration measures sensitivity more accurately than maturity because it takes

into account the time value of cash flows generated over the life of a debt security. Recent and potential future changes in government monetary

policy may affect interest rates.

Beginning in March 2022, the Federal Reserve Board (Fed) began increasing interest rates and has signaled the potential for further increases. It is

difficult to accurately predict the pace at which the Fed will increase interest rates any further, or the timing, frequency or magnitude of any such

increases, and the evaluation of macro-economic and other conditions could cause a change in approach in the future. Any such increases generally

will cause market interest rates to rise and could cause the value of a fund’s investments, and the fund’s net asset value (NAV), to decline, potentially

suddenly and significantly. As a result, the fund may experience high redemptions and, as a result, increased portfolio turnover, which could increase

the costs that the fund incurs and may negatively impact the fund’s performance.

In response to certain economic disruptions, governmental authorities and regulators typically respond with significant fiscal and monetary policy

changes, including considerably lowering interest rates, which, in some cases could result in negative interest rates. These actions, including their

reversal or potential ineffectiveness, could further increase volatility in securities and other financial markets and reduce market liquidity. To the

extent the fund has a bank deposit or holds a debt instrument with a negative interest rate to maturity, the fund would generate a negative return on

that investment. Similarly, negative rates on investments by money market funds and similar cash management products could lead to losses on

investments, including on investments of the fund’s uninvested cash.

Currency options

Counterparty risk, liquidity risk (i.e., the inability to enter into closing transactions)

and risk of disproportionate loss are the

principal risks of engaging in transactions involving

currency options.

Swaps.

Counterparty risk, liquidity risk (i.e., the inability to enter into closing transactions), interest-rate risk, settlement risk, risk of default of the

underlying reference obligation

and risk of disproportionate loss are the principal risks of engaging in transactions involving swaps

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.

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

[

TBU

]

, the

fund

’s independent

registered public accounting firm. The report of

[

TBU]

, 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

1.69

% and

1.50

% for the periods ended 12-31-

, 12-31-

12-31-

and 12-31-

, 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

for the

period

ended

-31-

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	40.20	37.50	29.43 %	7.20 %
June 30, 2022	40.08	32.16	32.16	31.13	24.63 %	3.31 %
September 30, 2022	39.84	31.20	31.20	31.49	27.69 %	-0.92 %
December 31, 2022	36.52	30.14	30.14	31.69	21.17 %	-4.89 %
March 31, 2023	38.20	28.14	28.14	25.52	35.75 %	10.27 %
June 30, 2023	30.54	22.99	22.99	21.82	32.84 %	5.36 %
September 30, 2023	31.05	25.11	25.11	24.25	23.66 %	3.55 %
December 31, 2023	30.96	23.12	23.12	23.04	33.91 %	0.35 %
March 31, 2024	31.17	27.14	27.14	27.68	14.85 %	-1.95 %

The last reported sale price, NAV per share and percentage

discount

to NAV per share of the Common Shares as of June 21,

2024

were $

[

TBU-TPS]

[

TBU-TPS]

and

[

TBU-TPS]

%, respectively. As of June 21,

2024

, the

fund

had

[

TBU-TPS]

Common Shares outstanding and net assets of the

fund

were

[

TBU-TPS]

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	[TBU-TPS ]	[TBU ]

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.

The fund may invest in investment grade securities for lower

volatility and yields that potentially meet or exceed the fund’s distribution.

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.

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

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

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.

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

returns.

Portfolio Investments

Common

stocks

Common stocks are shares of a corporation or other entity that entitle the holder to a pro rata share of the profits, if any, of the corporation without

preference over any other shareholder or class of shareholders, including holders of such entity’s preferred securities and other senior equity securities.

Common stock usually carries with it the right to vote and frequently an exclusive right to do so. In selecting common stocks for investment, the

fund

expects generally to focus more on the security’s dividend paying capacity than on its potential for capital appreciation.

Preferred

stocks

Preferred stock generally has a preference as to dividends and, upon liquidation, over an issuer's common stock but ranks junior to debt securities in an

issuer's capital structure. Preferred stock generally pays dividends in cash (or additional shares of preferred stock) at a defined rate but, unlike interest

payments on debt securities, preferred stock dividends are payable only if declared by the issuer's board of directors. Dividends on preferred stock may

be cumulative, meaning that, in the event the issuer fails to make one or more dividend payments on the preferred stock, no dividends may be paid on

the issuer's common stock until all unpaid preferred stock dividends have been paid. Preferred stock also may be subject to optional or mandatory

redemption provisions. The

fund

will not purchase preferred stock rated below C.

Convertible Securities

The

fund

may invest in convertible securities, which are bonds, debentures, notes, preferred stock or other securities that may be converted into or

exchanged for a specified amount of equity securities of the same or a different issuer within a particular period of time at a specified price or formula. A

convertible security entitles the holder to receive interest generally paid or accrued on debt or the dividend paid on preferred stock until the convertible

security matures or is redeemed, converted or exchanged. Convertible securities have unique investment characteristics in that they generally: (i) have

higher yields than common stocks, but lower yields than comparable non-convertible securities; (ii) are less subject to fluctuation in value than the

underlying stock because they have fixed income characteristics; and (iii) provide the potential for capital appreciation if the market price of the

underlying common stock increases.

The value of a convertible security is a function of its “investment value” (determined by its yield in comparison with the yields of other securities of

comparable maturity and quality that do not have a conversion privilege) and its “conversion value” (the security's worth, at market value, if converted

into the underlying common stock). The investment value of a convertible security is influenced by changes in interest rates, with investment value

declining as interest rates increase and increasing as interest rates decline. The credit standing of the issuer and other factors also may have an effect

on the convertible security's investment value. The conversion value of a convertible security is determined by the market price of the underlying

common stock. If the conversion value is low relative to the investment value, the price of the convertible security is governed principally by its

investment value. Generally, the conversion value decreases as the convertible security approaches maturity. To the extent the market price of the

underlying common stock approaches or exceeds the conversion price, the price of the convertible security will be increasingly influenced by its

conversion value. A convertible security generally will sell at a premium over its conversion value by the extent to which investors place value on the right

to acquire the underlying common stock while holding a fixed income security.

A convertible security might be subject to redemption at the option of the issuer at a price established in the convertible security's governing

instrument. If a convertible security held by the

fund

is called for redemption, the

fund

will be required to permit the issuer to redeem the security,

convert it into the underlying common stock or sell it to a third party. Any of these actions could have an adverse effect on the

fund

's ability to achieve its

investment objective. In evaluating a convertible security, the Adviser will give primary emphasis to the attractiveness of the underlying equity security.

The

fund

will not purchase convertible securities rated below C or which are in default at the time of purchase.

Private Placements

The

fund

may invest in securities that are sold in private placement transactions between their issuers and their purchasers and that are neither listed

on an exchange nor traded in the over-the-counter secondary market. However, the

fund

will not invest more than 25% of its total assets in privately

placed securities. In many cases, privately placed securities will be subject to contractual or legal restrictions on transfer. As a result of the absence of a

public trading market, privately placed securities may in turn be less liquid and more difficult to value than publicly traded securities. Although privately

placed securities may be resold in privately negotiated transactions, the prices realized from the sales could, due to illiquidity, be less than if such

securities were more widely traded. In addition, issuers whose securities are not publicly traded may not be subject to the disclosure and other investor

protection requirements that may be applicable if their securities were publicly traded.

Debt Securities

The

fund

may invest in U.S. and foreign debt securities including, but not limited to, bonds, notes, bills and debentures. Capital appreciation in debt

securities in which the

fund

invests may arise as a result of favorable changes in relative interest rate levels and/or in the creditworthiness of issuers.

The

fund

may also earn income on such debt securities. There is no requirement with respect to the maturity or duration of debt securities in which the

fund

may invest. Debt securities in which the

fund

may invest are subject to the risk of an issuer's inability to meet principal and interest payments on

the obligations (credit risk) and may also be subject to price volatility due to such factors as interest rate sensitivity, market perception of the

creditworthiness of the issuer and general market liquidity (market risk). Particular debt securities will be selected based upon credit risk analysis of

potential issuers, the characteristics of the security and interest rate sensitivity of the various debt issues available with respect to a particular issuer

and analysis of the anticipated volatility and liquidity of the particular debt instruments.

The fund may invest in investment grade securities for lower

volatility and yields that potentially meet or exceed the fund’s distribution or for

temporary or defensive investments

The fund may also invest

in debt

securities rated BB or below by Standard & Poor's or Ba or below by Moody's or, if unrated by such rating organizations, of comparable quality as

determined by the Adviser. For a description of such lower-rated and unrated debt securities, see “Risk Factors – Strategy Risks – Lower-Rated and

High-Yield Fixed Income Securities Risk.”

Warrants and Stock Purchase Rights

Warrants and stock purchase rights are securities permitting, but not obligating, their holder to subscribe for other securities on, or on or before, a fixed

date in the future at a predetermined price. Generally, warrants and stock purchase rights do not carry with them the right to dividends or voting rights

with respect to the securities that they entitle their holder to purchase, and they do not represent any rights in the assets of the issuer. As a result, an

investment in warrants and stock purchases rights may be considered to entail greater investment risk than certain other types of investments. In

addition, the value of warrants and stock purchase rights do not necessarily change with the value of the underlying securities, and they cease to have

value if they are not exercised on or prior to their expiration date. Investment in warrants and stock purchase rights increases the potential profit or loss

to be realized from the investment of a given amount of the

fund

's assets as compared with an investment of the same amount in the stock which

underlies such warrants or stock purchase rights.

Illiquid

securities

The

fund

may invest without limit in illiquid securities (i.e., securities that are not readily marketable). For this purpose, “illiquid securities” may include

certain securities that are not registered (“restricted securities”) under the Securities Act of 1933, as amended (the “1933 Act”), including commercial

paper issued in reliance on Section 4(a)(2) of the 1933 Act and securities offered and sold to “qualified institutional buyers” under Rule 144A under the

1933 Act. The Board of Trustees (the “Board”) has adopted guidelines and delegated to the Advisor the daily function of determining the monitoring and

liquidity of restricted securities. The Board will, however, retain sufficient oversight and be ultimately responsible for these determinations. The Board

will carefully monitor the

fund

’s investments in these securities, focusing on such important factors, among others, as valuation, liquidity and availability

of information. This investment practice could have the effect of increasing the level of illiquidity in the

fund

if qualified institutional buyers become for a

time uninterested in purchasing these restricted securities.

Repurchase agreements maturing in more than seven days are considered illiquid, unless an agreement can be terminated after a notice period of

seven days or less.

As long as the SEC maintains the position that most swap contracts, caps, floors, and collars are illiquid, the

fund

will continue to designate these

instruments as illiquid unless the instrument includes a termination clause or has been determined to be liquid based on a case-by-case analysis

pursuant to procedures approved by the Board.

Repurchase

agreement

The

fund

may engage in repurchase agreements with broker-dealers, banks and other financial institutions. A repurchase agreement is a contract

pursuant to which the

fund

, against receipt of securities of at least equal value, agrees to advance a specified sum to the financial institution which in

turn agrees to reacquire the securities at a mutually agreed upon time and price. Repurchase agreements, which are usually for periods of one week or

less, enable the

fund

to invest its cash reserves at fixed rates of return. The

fund

may enter into repurchase agreements, provided that the

fund

custodian always has possession of securities serving as collateral whose market value at least equals the amount of the repurchase obligation. To

minimize the risk of loss, the

fund

will enter into repurchase agreements only with financial institutions considered by the Adviser to be creditworthy

under guidelines adopted by the Board of Trustees. If an institution enters an insolvency proceeding, the resulting delay in liquidation of the securities

serving as collateral could cause the

fund

some loss, as well as legal expense, should the value of the securities decline prior to liquidation.

Temporary Investments

The

fund

may invest its assets in cash and temporary investments (as defined below) for cash management purposes, pending investment in

accordance with the

fund

's investment objective and polices, to pay distributions to shareholders and to meet its operating expenses and obligations

under any tender offer or share repurchases. In addition, as described below, the

fund

may take a temporary defensive posture and invest without

limitation in Temporary Investments. To the extent that the

fund

invests in Temporary Investments, it may not achieve its investment objective.

Temporary Investments are debt securities including: (i) short-term (less than 12 months to maturity) and medium-term (not greater than five to seven

years to maturity) obligations issued or guaranteed by the U.S. Government or its agencies or instrumentalities; (ii) finance company obligations,

corporate commercial paper and other short-term commercial obligations, in each case rated, or issued by companies with similar securities

outstanding that are rated, Prime-1 or A or better by Moody's or A-1 or A or better by S&P or, if unrated, of comparable quality as determined by the

Adviser, (iii) obligations (including certificates of deposit, time deposits, demand deposits and bankers' acceptances) of banks and (iv) repurchase

agreement with respect to securities in which the

fund

may invest.

Temporary Defensive Strategies

There may be times when, in the

subadvisor

’s judgment, conditions in the securities markets would make pursuit of the

fund

’s investment strategy

inconsistent with achievement of the

fund

’s investment objective. At such times, the

subadvisor

may employ alternative strategies primarily to seek to

reduce fluctuations in the value of the

fund

’s assets. In implementing these temporary defensive strategies, depending on the circumstances, the

fund

may invest an unlimited portion of its portfolio in short-term money market instruments, securities with remaining maturities of less than one year, cash

or cash equivalents. It is impossible to predict when, or for how long, the

fund

may use these alternative strategies.

Additional Portfolio Investments

When-Issued and Delayed Delivery Purchases

The

fund

may make contracts to purchase securities on a “when-issued” or “delayed delivery” basis. Pursuant to such contracts, delivery and payment

for the securities occurs at a date later than the customary settlement date. The payment obligation and the interest rate on the securities will be fixed

at the time the

fund

enters into the commitment, but interest will not accrue to the

fund

until delivery of and payment for the securities. An amount of

cash or liquid, high grade debt securities equal to the amount of the

fund

's commitment will be deposited in a segregated account at the

fund

custodian to secure the

fund

's obligation. Although the

fund

would generally purchase securities on a when-issued or delayed delivery basis with the

intention of actually acquiring the securities for its portfolio (or for delivery pursuant to options or futures contracts it has entered into) and not for

leverage purposes, the

fund

could dispose of a security prior to settlement if the Adviser deemed it advisable. The purchase of securities on a

when-issued or delayed delivery basis involves a risk of loss if the value of the security to be purchased declines prior to the settlement date. This risk is

in addition to the risk of a decline in value of the

fund

's other assets. Furthermore, when such purchases are made through a dealer, the dealer's failure

to consummate the sale may result in the loss to the

fund

of an advantageous yield or price.

Short Sales

The

fund

may from time to time sell securities short, provided that the amount of such short sales does not exceed 5% of the

fund

's total assets. The

foregoing limitation does not apply to “short-sales against the box” where at all times a short position is open the

fund

owns an equal amount of such

securities or securities convertible or exchangeable into such securities without payment of additional consideration. A short sale is a transaction in

which the

fund

would sell securities it does not own (but has borrowed) in anticipation of a decline in the market price of the securities. When the

fund

makes a short sale, the proceeds it receives from the sale will be held on behalf of a broker until the

fund

replaces the borrowed securities. To deliver the

securities to the buyer, the

fund

will need to arrange through a broker to borrow the securities and, in so doing, the

fund

will become obligated to replace

the securities borrowed at their market price at the time of replacement, whatever the price may be. The

fund

may have to pay a premium to borrow the

securities and must pay any dividends or interest payable on the securities until they are replaced.

The

fund

's obligation to replace the securities borrowed in connection with a short sale will be secured by collateral deposited with the broker that

consists of cash or liquid, high grade debt securities. In addition, the

fund

will place in a segregated account with its custodian. or designated

sub-custodian, an amount of cash, or liquid, high grade debt securities equal to the difference, if any, between (1) the market value of the securities sold

at the time they were sold short and (2) any cash, or liquid, high grade debt securities deposited as collateral with the broker in connection with the

short sale (not including the proceeds of the short sale). Until it replaces the borrowed securities, the

fund

will maintain the segregated account daily at

a level so that (1) the amount deposited in the account plus the amount deposited with the broker (not including the proceeds from the short sale) will

equal the current market value of the securities sold short and (2) the amount deposited in the account plus the amount deposited with the broker (not

including the proceeds from the short sale) will not be less than the market value of the securities at the time they were sold short. Short sales by the

fund

involve certain risks and special considerations. Possible losses from short sales differ from losses that could be incurred from a purchase of a

security, because losses from short sales may be unlimited, whereas losses from purchases can equal only the total amount invested.

Options on Securities and Securities Indices

The

fund

may write and purchase call and put options on securities and securities indices. The

fund

typically will limit notional exposure of the options to

5% of the value of the

fund

’s portfolio securities, although this amount is expected to vary over time based upon U.S. equity market conditions and other

factors. A call option written by the

fund

obligates the

fund

to sell specified securities to the holder of the option at a specified price if the option is

exercised before the expiration date. All call options written by the

fund

will be covered, which means that the

fund

will own the securities subject to the

option so long as the option is outstanding. The purpose of writing covered call options is to realize greater income than would be realized on portfolio

securities transactions alone. However, in writing covered call options for additional income, the

fund

may forego the opportunity to profit from an

increase in the market price of the underlying security. A put written by the

fund

would obligate the

fund

to purchase specified securities from the option

holder at a specified price if the option is exercised at any time before the expiration date. All put options written by the

fund

will be covered, which

means that the

fund

would have deposited with its custodian cash or liquid, high grade debt securities with a value at least equal to the exercise price of

the put option. The purpose of writing such options is to generate additional income for the

fund

. However, in return for the option premium, the

fund

accepts the risk that it may be required to purchase the underlying securities at a price in excess of the market value at the time of purchase. In

addition, a written call or put option may be covered by maintaining cash or liquid, high grade debt securities in a segregated account or by entering into

an offsetting forward contract and/or by purchasing an offsetting option which, by virtue of its exercise price or otherwise, reduces the

fund

's net

exposure on its written position. The

fund

may terminate its obligations under an exchange traded call or put option written by the

fund

by purchasing an

option identical to the one it has written. Obligations under over-the-counter options may be terminated only by entering into an offsetting transaction

with the counter party to such option. Such purchases are referred to as “closing purchase transactions.”

The

fund

may also write (sell) covered call and put options on any securities index composed of securities in which it may invest. Options on securities

indices are similar to options on securities, except that the exercise of securities index options requires cash payments and does not involve the actual

purchase or sale of securities. In addition, securities index options are designed to reflect price fluctuations in a group of securities or segment of the

securities market rather than price fluctuations in a single security. The

fund

may cover call options on a securities index by owning securities whose

price changes are expected to be similar to those of the underlying index, or by having an absolute and immediate right to acquire such securities

without additional cash consideration (or for additional cash consideration held in a segregated account by its custodian) upon conversion or exchange

of other securities in its portfolio. The

fund

may cover call and put options on a securities index by maintaining cash or liquid, high grade debt securities

with a value equal to the exercise price in a segregated account with its custodian.

The

fund

may purchase put and call options on any securities in which it may invest or options on any securities index based on securities in which it may

invest. The

fund

will purchase such options on securities that are listed on securities exchanges or traded in the over-the-counter market. The

fund

would also be able to enter into closing sale transactions in order to realize gains or minimize losses on options it has purchased. The

fund

would

normally purchase call options in anticipation of an increase in the market value of securities of the type in which it may invest. The purchase of a call

option would entitle the

fund

, in return for the premium paid, to purchase specified securities at a specified price at any time during the option period.

The

fund

would ordinarily realize a gain if, during the option period, the value of such securities exceeded the sum of the exercise price, the premium

paid and transaction costs. Otherwise, the

fund

would realize either no gain or a loss on the purchase of the call option. The

fund

would normally

purchase put options in anticipation of a decline in the market value of securities in its portfolio (“protective puts”) or in securities in which it may invest.

The purchase of a put option would entitle the

fund

, in exchange for the premium paid, to sell specified securities at a specified price during the option

period. The purchase of protective puts is designed to offset or hedge against a decline in the market value of the

fund

's securities. Put options may also

be purchased by the

fund

for the purpose of affirmatively benefiting from a decline in the price of securities which it does not own. The

fund

would

ordinarily realize a gain if, during the option period, the value of the underlying securities decreased below the exercise price sufficiently to more than

cover the premium and transaction costs. Otherwise, the

fund

would realize either no gain or a loss on the purchase of the put option. Gains and losses

on the purchase of protective put options would tend to be offset by countervailing changes in the value of underlying portfolio securities.

Other Investment Policies

Borrowing

The

fund

may use leverage to the extent permitted by the 1940 Act, this Prospectus, and the LA. 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.” Borrowings, together

with the issuance of preferred shares, or other “senior securities” as that term is defined in the 1940 Act, may not be in an aggregate amount that

would, immediately after giving effect to the drawdown, exceed 33

∕

% of the

fund

’s total assets (including any assets attributable to financial leverage

from senior securities) minus the sum of accrued liabilities (other than liabilities from senior securities).

Portfolio turnover

In general, the

fund

intends to purchase and hold securities for long-term capital appreciation and not to trade in securities for short-term gain. The

fund

's portfolio turnover rate is calculated by dividing the lesser of sales or purchases of portfolio securities by the average monthly value of the

fund

portfolio securities. For purposes of this calculation, portfolio securities exclude securities having a maturity when purchased of one year or less.

Notwithstanding the foregoing, the Adviser may, from time to time, make short-term investments when it believes such investments are in the best

interest of the

fund

. The portfolio turnover rate for the

fund

for the fiscal years ended December 31,

2023

and December 31,

2022 was 13

% and

respectively.

Securities loans

The

fund

is party to the LA as described in “—Description of Capital Structure—Liquidity Facility.” The

fund

may seek to obtain additional income or

portfolio leverage by making secured loans of its portfolio securities with a value of up to 33

∕

% of total assets. In such transactions, the borrower pays

to the

fund

an amount equal to any dividends or interest received on loaned securities. The

fund

retains all or a portion of the dividends, interest, capital

gains, and/or other distributions received on investment of cash collateral in short-term obligations of the U.S. government, cash equivalents (including

shares of a fund managed by the

fund

’s investment adviser or an affiliate thereof), or other investments consistent with the

fund

’s investment objective,

policies, and restrictions, or receives a fee from the borrower. If the

fund

receives a fee in lieu of dividends with respect to securities on loan pursuant to

a securities lending transaction, such income will not be eligible for the dividends-received deduction for corporate shareholders. As a result of

investing such cash collateral in such investments, the

fund

will receive the benefit of any gains and bear any losses generated by such investments. All

securities loans will be made pursuant to agreements requiring that the loans be continuously secured by collateral in cash or short-term debt

obligations at least equal at all times to the market value of the loaned securities. The

fund

may pay reasonable finders’, administrative and custodial

fees in connection with loans of its portfolio securities. Although voting rights or rights to consent accompanying loaned securities pass to the borrower,

the

fund

retains the right to call the loans at any time on reasonable notice, and it will do so in order that the securities may be voted by the

fund

with

respect to matters materially affecting the

fund

’s investment. The

fund

may also call a loan in order to sell the securities involved. Lending portfolio

securities involves risks of delay in recovery of the loaned securities or, in some cases, loss of rights in the collateral should the borrower commence an

action relating to bankruptcy, insolvency or reorganization. The use of securities lending collateral to obtain leverage in the

fund

’s investment portfolio

may subject the

fund

to greater risk of loss than the use of traditional securities lending to earn incremental income via investing collateral solely in

short-term U.S. government securities or cash equivalents.

Foreign currency transactions

The value of non-U.S. assets as measured in U.S. dollars may be affected favorably or unfavorably by changes in foreign currency rates and exchange

control regulations. Currency exchange rates also can be affected unpredictably by intervention by U.S. or foreign governments or central banks, or the

failure to intervene, or by currency controls or political developments in the U.S. or abroad. The

fund

may (but is not required to) engage in transactions

to hedge against changes in foreign currencies, and will use such hedging techniques when the Advisor or the

subadvisor

deems appropriate. Foreign

currency exchange transactions may be conducted on a spot (

i.e.

, cash) basis at the spot rate prevailing in the foreign currency exchange market or

through entering into derivative currency transactions. Currency futures contracts are exchange-traded and change in value to reflect movements of a

currency or a basket of currencies. Settlement must be made in a designated currency.

Forward foreign currency exchange contracts are individually negotiated and privately traded so they are dependent upon the creditworthiness of the

counterparty. Such contracts may be used when a security denominated in a foreign currency is purchased or sold, or when the receipt in a foreign

currency of dividend or interest payments on such a security is anticipated. A forward contract can then “lock in” the U.S. dollar price of the security or

the U.S. dollar equivalent of such dividend or interest payment, as the case may be.

Additionally, when the Advisor or the

subadvisor

believes that the currency of a particular foreign country may suffer a substantial decline against the

U.S. dollar, it may enter into a forward contract to sell, for a fixed amount of dollars, the amount of foreign currency approximating the value of some or

all of the securities held that are denominated in such foreign currency. The precise matching of the forward contract amounts and the value of the

securities involved generally will not be possible. In addition, it may not be possible to hedge against long-term currency changes. Cross-hedging may be

performed by using forward contracts in one currency (or basket of currencies) to hedge against fluctuations in the value of securities denominated in a

different currency if the Advisor or the

subadvisor

determines that there is an established historical pattern of correlation between the two currencies

(or the basket of currencies and the underlying currency). Use of a different foreign currency magnifies exposure to foreign currency exchange rate

fluctuations. Forward contracts also may be used to shift exposure to foreign currency exchange rate changes from one currency to another. Short-term

hedging provides a means of fixing the dollar value of only a portion of portfolio assets. Income or gain earned on any of the

fund

’s foreign currency

transactions generally will be treated as fully taxable income (

i.e.

, income other than tax-advantaged dividends).

Currency transactions are subject to the risk of a number of complex political and economic factors applicable to the countries issuing the underlying

currencies. Furthermore, unlike trading in most other types of instruments, there is no systematic reporting of last sale information with respect to the

foreign currencies underlying the derivative currency transactions. As a result, available information may not be complete. In an over-the-counter

trading environment, there are no daily price fluctuation limits. There may be no liquid secondary market to close out options purchased or written, or

forward contracts entered into, until their exercise, expiration or maturity. There also is the risk of default by, or the bankruptcy of, the financial

institution serving as counterparty.

Use of Leverage by the Fund

The

fund

may use leverage to the extent permitted by the 1940 Act, this Prospectus, and the LA. 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. See “—Other Investment Policies—Borrowing.” The

fund

is party to the LA as described in “—Description of Capital

Structure—Liquidity Facility.”

The

fund

’s leverage strategy may not be successful. By leveraging its investment portfolio, the

fund

creates an opportunity for increased net income or

capital appreciation. However, the use of leverage also involves risks, which can be significant. These risks include the possibility that the value of the

assets acquired with such borrowing decreases although the

fund

’s liability is fixed, greater volatility in the

fund

’s NAV and the market price of the

fund

’s

Common Shares and higher expenses. Because the Advisor’s fee is based upon a percentage of the

fund

’s managed assets, the Advisor’s fee will be

higher if the

fund

is leveraged and the Advisor will have an incentive to leverage the

fund

. The Advisor intends only to leverage the

fund

when it believes

that the potential return on the additional investments acquired through the use of leverage is likely to exceed the costs incurred in connection with the

offering.

At December 31,

2023

, the

fund

had borrowings under the LA of $125,000,000. The average daily loan balance, weighted average interest rate and

maximum daily loan outstanding for the year ended December 31,

2023

, were as follows:

Average Daily Loan Balance ($)	Weighted Average Interest Rate (%)	Maximum Daily Loan Outstanding ($)
125,000,000	5.80	150,000,000

The

fund

’s borrowings under the LA as of December 31,

2023

equaled approximately

17.18

% of the

fund

’s total assets (including the proceeds of such

leverage). The

fund

’s asset coverage ratio as of December 31,

2023 was 582

%. See “—Other Investment Policies—Borrowing” for a brief description of

the

fund

’s liquid facility agreement.

Assuming the utilization of leverage in the amount of

17.18

% of the

fund

’s total assets and an annual interest rate of

6.02

% payable on such leverage

based on market rates as of December 31,

2023

, the additional income that the

fund

must earn (net of expenses) in order to cover such leverage is

approximately $

7,525,000

. Actual costs of leverage may be higher or lower than that assumed in the previous example. Under normal market

conditions, interest charged under the LA is at the rate of

OBFR

plus 0.70

Following an offering of additional Common Shares from time to time, the

fund

may increase the amount of leverage outstanding. The

fund

may engage

in additional borrowings, securities lending, and reverse repurchase agreements in order to maintain the

fund

’s desired leverage ratio. Leverage creates

a greater risk of loss, as well as a potential for more gain, for the Common Shares than if leverage was not used. Interest on borrowings may be at a fixed

or floating rate and generally will be based on short-term rates. The costs associated with the

fund

’s use of leverage, including the issuance of such

leverage and the payment of dividends or interest on such leverage, will be borne entirely by the Common Shareholders. As long as the rate of return, net

of applicable

fund

expenses, on the

fund

’s investment portfolio investments purchased with leverage exceeds the costs associated with such leverage,

the

fund

will generate more return or income than will be needed to pay such costs. In this event, the excess will be available to pay higher dividends to

Common Shareholders. Conversely, if the

fund

’s return on such assets is less than the cost of leverage

and

other

fund

expenses, the return to the

Common Shareholders will diminish. To the extent that the

fund

uses leverage, the NAV and market price of the Common Shares and the yield to

Common Shareholders will be more volatile. The

fund

’s leveraging strategy may not be successful. See “Risk Factors—Leverage Risk.”

The following table is designed to illustrate the effect on the return to a holder of the

fund

’s Common Shares of leverage in the amount of approximately

20.77

% of the

fund

’s total assets, assuming hypothetical annual returns of the

fund

’s investment portfolio of minus 10% to plus 10%. As the table

shows, leverage generally increases the return to Common Shareholders when portfolio return is positive and greater than the cost of leverage and

decreases the return when the portfolio return is negative or less than the cost of leverage. The figures appearing in the table are hypothetical. Actual

returns may be greater or less than those appearing in the table.

Assumed Portfolio Return (%)	-10.00	-5.00	0.00	5.00	10.00
Corresponding Common Shares Total Return (%)	-18.54	-12.27	-6.00	0.27	6.55

Risk Factors

The principal risks of investing in the

fund

are summarized in the Prospectus Summary above. Below are descriptions of the principal factors that may

play a role in shaping the

fund

’s overall risk profile. The descriptions appear in alphabetical order by general risks, equity strategy risks, and options

strategy risks, not in order of importance. For further details about the

fund

’s risks, including additional risk factors that are not discussed in this

Prospectus because they are considered non-principal

factors, see the

fund

’s SAI.

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

objectives

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,

net option premiums and net realized gain on equity securities investments. If stock market volatility and/or stock prices decline, the premiums

available from writing call options and writing put options on individual stocks likely will decrease as well. Payments to purchase put options and to close

written call and put options will reduce amounts available for distribution. Net realized gain on the

fund

’s stock investments will be determined primarily

by the direction and movement of the stock market and the equity securities held. 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. Dividends on common stocks are not fixed

but are declared at the discretion of the issuer’s board of directors.

Economic and market events risk

Events in certain sectors historically have resulted, and may in the future result, in an unusually high degree of volatility in the financial markets, both

domestic and foreign. These events have included, but are not limited to: bankruptcies, corporate restructurings, and other similar events;

bank

failures;

governmental efforts to limit short selling and high frequency trading; measures to address U.S. federal and state budget deficits; social,

political

and economic instability in Europe; economic stimulus by the Japanese central bank; dramatic changes in energy prices and currency

exchange rates; and China’s economic slowdown. Interconnected global economies and financial markets increase the possibility that conditions in one

country or region might adversely impact issuers in a different country or region. Both domestic and foreign equity markets have experienced increased

volatility and turmoil, with issuers that have exposure to the real estate, mortgage, and credit markets particularly affected.

Financial institutions

could

suffer losses

interest rates

rise or economic conditions deteriorate.

In addition, relatively high market volatility and reduced liquidity in credit and fixed-income markets may adversely affect many issuers worldwide.

Actions taken by the U.S. Federal Reserve (Fed) or foreign central banks to stimulate or stabilize economic growth, such as interventions in currency

markets, could cause high volatility in the equity and fixed-income markets. Reduced liquidity may result in less money being available to purchase raw

materials, goods, and services from emerging markets, which may, in turn, bring down the prices of these economic staples. It may also result in

emerging-market issuers having more difficulty obtaining financing, which may, in turn, cause a decline in their securities prices.

Beginning in March 2022, the Fed began increasing interest rates and has signaled the potential for further increases. As a result, risks associated with

rising interest rates are currently heightened. It is difficult to accurately predict the pace at which the Fed will increase interest rates any further, or the

timing, frequency or magnitude of any such increases, and the evaluation of macro-economic and other conditions could cause a change in approach in

the future. Any such increases generally will cause market interest rates to rise and could cause the value of a fund’s investments, and the fund’s net

asset value (NAV), to decline, potentially suddenly and significantly. As a result, the fund may experience high redemptions and, as a result, increased

portfolio turnover, which could increase the costs that the fund incurs and may negatively impact the fund’s performance.

In addition,

as the

Fed increases the target Fed

funds rate,

any such rate increases,

among other factors, could cause markets to experience continuing

high volatility. A significant increase in interest rates may cause a decline in the market for equity securities.

These events and the possible resulting

market volatility may have an adverse effect on the

fund

Political turmoil within the United States and abroad may also impact the fund. Although the U.S. government has honored its credit obligations, it

remains possible that the United States could default on its obligations. While it is impossible to predict the consequences of such an unprecedented

event, it is likely that a default by the United States would be highly disruptive to the

U.S.

and global securities markets and could significantly impair the

value of the fund’s investments. Similarly, political events within the United States at times have resulted, and may in the future result, in a shutdown of

government services, which could negatively affect the U.S. economy, decrease the value of many fund investments, and increase uncertainty in or

impair the operation of the

U.S.

or other securities markets.

In recent years, the

U.S.

renegotiated

many of its global trade relationships and

imposed or

threatened to impose significant import tariffs. These actions could lead to price volatility and overall declines in U.S. and global investment markets.

Uncertainties surrounding the sovereign debt of a number of

European Union (

)

countries and the viability of the EU have disrupted and may in the

future disrupt markets in the United States and around the world. If one or more countries leave the EU or the EU dissolves, the

global

securities

markets likely will be significantly disrupted. On January 31, 2020, the

United Kingdom (

)

left the EU, commonly referred to as “Brexit,”

the UK

ceased

to be a member of the EU

and

the UK and EU entered into a Trade and Cooperation Agreement.

While the full impact of Brexit is unknown

Brexit

has already resulted in volatility in

European and global markets

. There

remains

significant market uncertainty regarding Brexit’s ramifications, and the

range and potential implications of possible political, regulatory, economic, and market outcomes are difficult to predict.

A widespread health crisis such as a global pandemic could cause substantial market volatility, exchange trading suspensions and closures,

which may

lead to less liquidity in certain instruments

industries, sectors or the markets generally,

and

may ultimately

affect fund performance. For example, the

coronavirus

(COVID-19)

pandemic

has resulted

and may continue to result

in significant disruptions to global business activity

and market volatility due

to disruptions in market access, resource availability, facilities operations, imposition of tariffs, export controls and supply chain disruption, among

others

While many countries have lifted some or all restrictions related to the coronavirus (COVID-19) and the United

States ended the public health

emergency and national emergency declarations relating to the coronavirus (COVID-19) pandemic on May

11, 2023, the continued impact of

coronavirus (COVID-19) and related variants is uncertain.

The impact of a health crisis and other epidemics and pandemics that may arise in the future,

could affect the global economy in ways that cannot necessarily be foreseen at the present time. A health crisis may exacerbate other pre-existing

political, social and economic risks. Any such impact could adversely affect the fund’s performance, resulting in losses to your investment.

Political and military events, including in Ukraine, North Korea, Russia, Venezuela, Iran, Syria, and other areas of the Middle East, and nationalist unrest

in Europe and South America, also may cause market disruptions.

As a result of continued political tensions and armed conflicts, including the Russian invasion of Ukraine commencing in February of 2022, the extent

and ultimate result of which are unknown at this time, the United

States and the EU, along with the regulatory bodies of a number of countries, have

imposed economic sanctions on certain Russian corporate entities and individuals, and certain sectors of Russia’s economy, which may result in, among

other things, the continued devaluation of Russian currency, a downgrade in the country’s credit rating, and/or a decline in the value and liquidity of

Russian securities, property or interests. These sanctions could also result in the immediate freeze of Russian securities and/or funds invested in

prohibited assets, impairing the ability of a fund to buy, sell, receive or deliver those securities and/or assets. These sanctions or the threat of additional

sanctions could also result in Russia taking counter measures or retaliatory actions, which may further impair the value and liquidity of Russian

securities.

The United States

and other nations or international organizations

may also impose additional economic sanctions or take other actions that

may adversely affect Russia

exposed

issuers and companies in various sectors of the Russian economy.

Any or all of these potential results could lead

Russia’s economy into a recession

Economic sanctions and other actions against Russian institutions, companies, and individuals resulting from the

ongoing conflict may also have a substantial negative impact on other economies and securities markets both regionally and globally, as well as on

companies with operations in the conflict region

, the

extent

to which is

unknown at this time

The United

States

and the EU have also

imposed similar

sanctions on Belarus for its support of Russia’

s invasion of Ukraine

Additional sanctions may be imposed on Belarus and other countries that support

Russia.

Any such sanctions could present substantially similar risks as those resulting from the sanctions imposed on Russia

, including

substantial

negative impacts on

the regional

and

global economies and

securities markets.

In addition, there is a risk that the prices of goods and services in the United States and many foreign economies may decline over time, known as

deflation. Deflation may have an adverse effect on stock prices and creditworthiness and may make defaults on debt more likely. If a country’s economy

slips into a deflationary pattern, it could last for a prolonged period and may be difficult to reverse.

Further, there is a risk that the present value of

assets or income from investments will be less in the future, known as inflation. Inflation rates may change frequently and drastically as a result of

various factors, including unexpected shifts in the domestic or global economy, and a fund’s investments may be affected, which may reduce a fund’s

performance. Further, inflation may lead to the rise in interest rates, which may negatively affect the value of debt instruments held by the fund,

resulting in a negative impact on a fund’s performance. Generally, securities issued in emerging markets are subject to a greater risk of inflationary or

deflationary forces, and more developed markets are better able to use monetary policy to normalize markets.

Industry or sector

investing

risk

When a fund

’

investments are focused in a particular industry or sector of

the economy,

they are less broadly invested across industries or sectors than

other funds.

This means that concentrated funds tend to be more volatile than other funds

, and

the values of their investments tend to go up and down

more rapidly

. In addition,

a fund

that invests in

particular

industry or sector

is particularly susceptible to the impact of market, economic,

political,

regulatory

and other

conditions and risks affecting that industry or sector. From time to time, a small number of companies may represent a large

portion of a single industry or sector or a group of related

industries or sectors

as a whole

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

By leveraging its investment portfolio, the

fund

creates an opportunity for increased net income or capital appreciation. However, the use of leverage

also involves risks, which can be significant. These risks include the possibility that the value of the assets acquired with such borrowing decreases

although the

fund

’s liability is fixed, greater volatility in the

fund

’s NAV and the market price of the

fund

’s Common Shares and higher expenses. Since the

Advisor’s fee is based upon a percentage of the

fund

’s managed assets, the Advisor’s fee will be higher if the

fund

is leveraged and the Advisor will have

an incentive to leverage the

fund

. The Board will monitor this potential conflict. The Advisor intends to leverage the

fund

only when it believes that the

potential return on the additional investments acquired through the use of leverage is likely to exceed the costs incurred in connection with the offering.

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 liquidity facility 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 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 exceed 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 the liquidity facility agreement is terminated due to the

occurrence of one or more events of default under the LA. If the LA is terminated in such circumstances, the

fund

would be subject to additional risk that

it would be unable to timely, or at all, obtain replacement financing. The

fund

might also be required to de-leverage, selling securities at a potentially

inopportune time and incurring tax consequences. Further, the

fund

’s ability to generate income from the use of leverage would be adversely affected.

The

fund

may be required to maintain minimum average balances in connection with borrowings or to pay a commitment or other fee to maintain a

liquidity facility; either of these requirements will increase the cost of borrowing over the stated interest rate. To the extent that the

fund

borrows

through the use of reverse repurchase agreements, it would be subject to a risk that the value of the portfolio securities transferred may substantially

exceed the purchase price received by the

fund

under the reverse repurchase agreement transaction. Alternatively, during the life of any reverse

repurchase agreement transaction, the

fund

may be required to transfer additional securities if the market value of those securities initially transferred

declines. In addition, capital raised through borrowing or the issuance of preferred shares will be subject to interest costs or dividend payments that

may or may not exceed the income and appreciation on the assets purchased. The issuance of additional classes of preferred shares involves offering

expenses and other costs, which will be borne by the Common Shareholders, and may limit the

fund

’s freedom to pay dividends on Common Shares or to

engage in other activities.

The

fund

may be subject to certain restrictions on investments imposed by guidelines of one or more nationally recognized statistical rating

organizations which may issue ratings for the preferred shares or short-term debt instruments issued by the

fund

. These guidelines may impose asset

coverage or portfolio composition requirements that are more stringent than those imposed by the 1940 Act. Certain types of borrowings may result in

the

fund

being subject to covenants in credit agreements, including those relating to asset coverage, borrowing base and portfolio composition

requirements and additional covenants that may affect the

fund

’s ability to pay dividends and distributions on Common Shares in certain instances. The

fund

also may be required to pledge its assets to the lenders in connection with certain types of borrowing. Under the current LA, the

fund

is subject to

covenants that include, but are not limited to, certain minimum net asset value and collateral requirements, as well as a requirement to provide timely

certain financial information to the lender. The Advisor does not anticipate that these covenants or restrictions will adversely affect its ability to manage

the

fund

’s portfolio in accordance with the

fund

’s investment objective and principal investment strategies. Due to these covenants or restrictions, the

fund

may be forced to liquidate investments at times and at prices that are not favorable to the

fund

, or the

fund

may be forced to forego investments

that the Advisor otherwise views as favorable.

The extent that the

fund

employs leverage, if any, will depend on many factors, the most important of which are investment outlook, market conditions

and interest rates. Successful use of a leveraging strategy depends on the Advisor’s ability to predict correctly interest rates and market movements.

There is no assurance that a leveraging strategy will be successful during any period in which it is employed.

LIBOR discontinuation risk

Certain debt securities,

derivatives and other financial instruments have traditionally utilized

LIBOR as the reference or benchmark rate for interest rate

calculations.

However,

following

allegations of

manipulation and concerns regarding

liquidity,

the U.K. Financial Conduct Authority

(

UK FCA)

announced

that

LIBOR would be discontinued on June

30,

2023.

The UK FCA elected to

require the

ICE Benchmark Administration Limited, the administrator of

LIBOR,

to continue publishing a subset of LIBOR settings

“

synthetic

”

basis

The synthetic publication of the

one-

three-

and six-

month U.S.

dollar

LIBOR will continue until September

2024

Although the transition process away from LIBOR has become increasingly well-defined in advance of the

discontinuation dates, the impact on

certain

debt securities, derivatives and other financial instruments

remains uncertain.

Market participants have adopted alternative rates such as Secured

Overnight Financing Rate

(SOFR) or otherwise amended

financial instruments referencing LIBOR

to include fallback provisions and other measures that

contemplated

the discontinuation of LIBOR or other similar market disruption events, but neither the effect of the transition process nor the viability of

such measures is known. To facilitate the transition of legacy derivatives contracts referencing LIBOR, the International Swaps and Derivatives

Association, Inc. launched a protocol to incorporate fallback provisions. However, there are obstacles to converting certain longer term securities and

transactions to a new benchmark or benchmarks and the effectiveness of one alternative reference rate versus multiple alternative reference rates in

new or existing financial instruments and products has not been determined. Certain proposed replacement rates to LIBOR, such as SOFR, which is a

broad measure of secured overnight

U.S.

Treasury repo rates, are materially different from LIBOR, and changes in the applicable spread for financial

instruments transitioning away from LIBOR will need to be made to accommodate the differences.

The

utilization

an alternative reference rate, or the transition process to an alternative reference rate, may

adversely affect the fund’s performance.

Alteration of the terms of a debt instrument or a modification of the terms of other types of contracts to replace LIBOR or another interbank offered rate

(

IBOR)

with a new reference rate could result in a taxable exchange and the realization

of income

and gain/

loss for U.S.

federal income tax purposes

The

IRS

has issued final regulations regarding the tax consequences of the transition from IBOR to a new reference rate in debt instruments and

non-

debt contracts

Under the final regulations,

alteration or modification of the terms of a debt instrument to replace an operative rate that uses a

discontinued IBOR with a qualified rate (as defined in the final regulations) including true up payments equalizing the fair market value of contracts

before and after such IBOR transition

to add a qualified rate as a fallback rate to a

contract whose operative rate uses a discontinued IBOR or to replace

a fallback rate that uses a discontinued IBOR with a qualified rate would not be taxable

The IRS may provide additional guidance,

with potential

retroactive effect

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

With the increased use of technologies

, such as

mobile devices and “cloud”-based service offerings and the dependence on the internet and computer

systems to perform necessary business functions

the fund’s service providers are susceptible to operational and information or cybersecurity risks that

could result in losses to the fund and its shareholders. Intentional cybersecurity breaches include unauthorized access to systems

networks

or devices

(such as through “hacking” activity or “phishing”); infection from computer viruses or other malicious software code; and attacks that shut down

disable

slow

or otherwise disrupt operations

business processes

or website access or functionality

Cyber-

attacks can

also be carried out in a manner

that does not require gaining unauthorized access

such as causing denial-of-

service attacks on the service providers

’

systems or websites

rendering

them unavailable to

intended users or via

“ransomware”

that renders the systems inoperable until appropriate actions are taken

In addition,

unintentional incidents can occur,

such as the inadvertent release of confidential information

(

possibly resulting in the violation of applicable privacy

laws)

A cybersecurity breach could result in the loss or theft of customer data or funds, loss or theft of proprietary information or corporate data, physical

damage to a computer or network system, or costs associated with system repairs. Such incidents could cause a fund, the advisor, a manager, or other

service providers to incur regulatory penalties, reputational damage, additional compliance costs, litigation costs or financial loss. In addition, such

incidents could affect issuers in which a fund invests, and thereby cause the fund’s investments to lose value.

Cyber-events have the potential to materially affect the fund and the advisor’s relationships with accounts, shareholders, clients, customers,

employees, products, and service providers. The fund has established risk management systems reasonably designed to seek to reduce the risks

associated with cyber-events. There is no guarantee that the fund will be able to prevent or mitigate the impact of any or all cyber-events.

The fund is exposed to operational risk arising from a number of factors, including, but not limited to, human error, processing and communication

errors, errors of the fund’s service providers, counterparties, or other third parties, failed or inadequate processes and technology or system failures.

In addition, other disruptive events, including (but not limited to) natural disasters and public health crises may adversely affect the fund’s ability to

conduct business, in particular if the fund’s employees or the employees of its service providers are unable or unwilling to perform their responsibilities

as a result of any such event. Even if the fund’s employees and the employees of its service providers are able to work remotely, those remote work

arrangements could result in the fund’s business operations being less efficient than under normal circumstances, could lead to delays in its processing

of transactions, and could increase the risk of cyber-events.

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 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 the

Internal Revenue Service’s (“IRS”) interpretations of the Code and future changes in tax laws and regulations. See “U.S. Federal Income Tax Matters.”

No assurance can be given as to what percentage of the distributions paid on 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. See “U.S. Federal Income Tax Matters.”

Strategy Risks

Banking industry risk

Commercial banks

(

including

“

money center”

regional

and community 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 (such as real estate or energy) and

significant competition. The profitability of these businesses is to a significant degree dependent upon the availability and cost of capital funds.

Economic conditions in the real estate market may have a particularly strong effect on certain banks and savings associations. Commercial banks and

savings associations are subject to extensive federal and, in many instances, state regulation.

Neither such extensive regulation nor the federal

insurance of deposits ensures the solvency or profitability of companies in this industry, and there is no assurance against losses in securities issued by

such companies.

Late in the first quarter of 2023, a number of U.S.

domestic banks and foreign banks experienced financial difficulties and, in some

cases, failures

Given the interconnectedness of the banking system, bank regulators took actions, including the Federal Reserve, which invoked the

systemic risk exception, temporarily transferred all deposits-both insured and uninsured-and substantially all the assets of two failed banks into

respective bridge banks and guaranteed depositors' full access to their funds. Despite such response, there can be no certainty that the actions taken

by banking regulators to limit the effect of those difficulties and failures on other banks or other financial institutions or on the U.S.

or foreign

economies generally will be effective. It is possible that more banks or other financial institutions will experience financial difficulties or fail, or other

adverse developments may occur, which may affect adversely other U.S.

or foreign financial institutions and economies.

Credit and Counterparty Risk

This is the risk that

an issuer of a U.S.

government security,

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

(OTC) derivatives contract (see “Hedging, derivatives, and other strategic transactions risk”), or a borrower of the

fund

’s securities will be unable or

unwilling to make timely principal, interest, or settlement payments, or otherwise honor its obligations. Credit risk associated with investments in

fixed-income securities relates to the ability of the issuer to make scheduled payments of principal and interest on an obligation. A fund that invests in

fixed-income securities is subject to varying degrees of risk that the issuers of the securities will have their credit ratings downgraded or will default,

potentially reducing the fund’s share price and income level. Nearly all fixed-income securities are subject to some credit risk, which may vary

depending upon whether the issuers of the securities are corporations, domestic or foreign governments, or their subdivisions or instrumentalities.

U.S. government securities are subject to varying degrees of credit risk depending upon whether the securities are supported by the full faith and credit

of the United States;

supported by

the ability to borrow from the U.S. Treasury;

supported

only by the credit of the issuing U.S. government agency,

instrumentality, or corporation; or otherwise supported by the United States. For example, issuers of many types of U.S. government securities (e.g., the

Federal Home Loan Mortgage Corporation (Freddie Mac), Federal National Mortgage Association (Fannie Mae), and Federal Home Loan Banks),

although chartered or sponsored by Congress, are not funded by congressional appropriations, and their fixed-income securities, including

asset-backed and mortgage-backed securities, are neither guaranteed nor insured by the U.S. government. An agency of the U.S. government has

placed Fannie Mae and Freddie Mac into conservatorship, a statutory process with the objective of returning the entities to normal business operations.

It is unclear what effect this conservatorship will have on the securities issued or guaranteed by Fannie Mae or Freddie Mac. As a result, these securities

are subject to more credit risk than U.S. government securities that are supported by the full faith and credit of the United States (e.g., U.S. Treasury

bonds). When a fixed-income security is not rated, a manager may have to assess the risk of the security itself. Asset-backed securities, whose principal

and interest payments are supported by pools of other assets, such as credit card receivables and automobile loans, are subject to further risks,

including the risk that the obligors of the underlying assets default on payment of those assets.

Funds that invest in below-investment-grade securities, also called junk bonds (e.g., fixed-income securities rated Ba or lower by Moody’s Investors

Service, Inc. or BB or lower by Standard & Poor’s

Global

Ratings

Inc.

, at the time of investment, or determined by a manager to be of comparable quality

to securities so rated) are subject to increased credit risk. The sovereign debt of many foreign governments, including their subdivisions and

instrumentalities, falls into this category. Below-investment-grade securities offer the potential for higher investment returns than higher-rated

securities, but they carry greater credit risk: their issuers’ continuing ability to meet principal and interest payments is considered speculative, they are

more susceptible to real or perceived adverse economic and competitive industry conditions, and they may be less liquid than higher-rated securities.

In addition, the

fund

is exposed to credit risk to the extent that it makes use of OTC derivatives (such as forward foreign currency contracts and/or swap

contracts) and engages to a significant extent in the lending of fund securities or the use of repurchase agreements. OTC derivatives transactions can

be closed out with the other party to the transaction. If the counterparty defaults, the

fund

will have contractual remedies, but there is no assurance that

the counterparty will be able to meet its contractual obligations or that, in the event of default, the

fund

will succeed in enforcing them. A 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 the manager intends to monitor the creditworthiness of contract counterparties,

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

Equity Securities Risk

Common and preferred stocks represent equity ownership in a company. Stock markets are volatile. The price of equity securities will fluctuate, and can

decline and reduce the value of

a fund

investing in equities. The price of equity securities fluctuates based on changes in a company’s financial condition

and overall market and economic conditions. The value of equity securities purchased by

a fund

could decline if the financial condition of the companies

in which the

fund

is invested declines, or if overall market and economic conditions deteriorate. An issuer’s financial condition could decline as a result

of poor management decisions, competitive pressures, technological obsolescence, undue reliance on suppliers, labor issues, shortages, corporate

restructurings, fraudulent disclosures,

irregular and/

unexpected trading activity among retail investors, or

other factors. Changes in the financial

condition of a single issuer can impact the market as a whole.

Even a fund that invests in high-quality, or blue chip, equity securities, or securities of established companies with large market capitalizations (which

generally have strong financial characteristics), can be negatively impacted by poor overall market and economic conditions. Companies with large

market capitalizations may also have less growth potential than smaller companies and may be less able to react quickly to changes in the marketplace.

The

fund

generally does not attempt to time the market. Because of its exposure to equities, the possibility that stock market prices in general will

decline over short or extended periods subjects the

fund

to unpredictable declines in the value of its investments, as well as periods of poor

performance.

Fixed-Income Securities Risk

Fixed-income securities are generally subject to two principal types of risk, as well as other risks described below: (1) interest-rate risk and (2) credit

quality risk.

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 the

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. Additional information on the risks of investing in

investment-grade fixed-income securities in the lowest rating category and lower-rated fixed-income securities is set forth below.

Interest-rate risk.

Fixed-income securities are affected by changes in interest rates. When interest rates decline, the market value of fixed-income securities generally

can be expected to rise. Conversely, when interest rates rise, the market value of fixed-income securities generally can be expected to decline. The

longer the duration or maturity of a fixed-income security, the more susceptible it is to interest-rate risk.

Duration is a measure of the price sensitivity

of a debt security, or a fund that invests in a portfolio of debt securities, to

changes in

interest rates,

whereas the maturity of a security measures the

time until final payment is due

Duration measures sensitivity more accurately than maturity because it takes into account the time value of cash

flows generated over the life of a debt security.

Beginning in March 2022, the Federal Reserve Board (the Fed) began increasing interest rates and has signaled the potential for further increases. It

is difficult to accurately predict the pace at which the Fed will increase interest rates any further, or the timing, frequency or magnitude of any such

increases, and the evaluation of macro-economic and other conditions could cause a change in approach in the future. Any such increases generally

will cause market interest rates to rise and could cause the value of a fund's investments, and the fund's net asset value, to decline, potentially

suddenly and significantly. As a result, the fund may experience high redemptions and, as a result, increased portfolio turnover, which could increase

the costs that the fund incurs and may negatively impact the fund's performance.

In response

to certain

economic disruptions, governmental authorities and regulators

typically respond

with significant fiscal and monetary policy

changes, including considerably lowering interest rates, which, in some cases could result in negative interest rates. These actions, including their

reversal or potential ineffectiveness, could further increase volatility in securities and other financial markets and reduce market liquidity. To the

extent the fund has a bank deposit or holds a debt instrument with a negative interest rate to maturity, the fund would generate a negative return on

that investment. Similarly, negative rates on investments by money market funds and similar cash management products could lead to losses on

investments, including on investments of the fund’s uninvested cash.

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 Standard and

Poor’s Ratings Services 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

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

Funds that invest in securities traded principally in securities markets outside the United States are subject to additional and more varied risks, as the

value of foreign securities may change more rapidly and extremely than the value of U.S. securities. 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 securities

markets of many foreign countries are relatively small, with a limited number of companies representing a small number of industries. Additionally,

issuers of foreign securities may not be subject to the same degree of regulation as U.S. issuers. Reporting, accounting, and auditing standards of

foreign countries differ, in some cases significantly, from U.S. standards. There are generally higher commission rates on foreign portfolio transactions,

transfer taxes, higher custodial costs, and the possibility that foreign taxes will be charged on dividends and interest payable on foreign securities,

some or all of which may not be reclaimable. Also, adverse changes in investment or exchange control regulations (which may include suspension of the

ability to transfer currency or assets from a country); political changes; or diplomatic developments could adversely affect

a fund

’s investments. In the

event of nationalization, expropriation, confiscatory taxation, or other confiscation, the

fund

could lose a substantial portion of, or its entire investment

in, a foreign security.

Some of the foreign securities risks are also applicable to funds that invest a material portion of their assets in securities of foreign

issuers traded in the United

States.

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.

Additionally, the Holding

Foreign Companies Accountable Act (HFCAA) could cause securities of foreign companies, including American depositary receipts, to be delisted from

U.S.

stock exchanges if the companies do not allow the U.S.

government to oversee the auditing of their financial information. Although the

requirements of the HFCAA apply to securities of all foreign issuers, the SEC has thus far limited its enforcement efforts to securities of Chinese

companies. If securities are delisted, a fund’s ability to transact in such securities will be impaired, and the liquidity and market price of the securities

may decline. The fund may also need to seek other markets in which to transact in such securities, which could increase the fund’s costs.

Currency

risk

Currency risk is the risk that fluctuations in exchange rates may adversely affect the U.S. dollar value of