SEC Form N-2/A filed by John Hancock Investors Trust (Amendment)

2/20/24 5:29:18 PM ET

$JHI

Trusts Except Educational Religious and Charitable

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JOHN HANCOCK INVESTORS TRUST

As filed with the Securities and Exchange

Commission on February 20, 2024

1933 Act File No. 333-276047

1940 Act File No. 811-04173

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. 1 [x]

Post-Effective Amendment No.

[

]

and/or

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

Amendment No. 37 [x]

JOHN HANCOCK INVESTORS TRUST

(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, MA 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. [X].

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

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):

[ ]	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 March 1, 2024

1,000,000

John Hancock Investors Trust

Common Shares

John Hancock Investors Trust (the “Fund” or “fund”) is a diversified, closed-end management investment company. The Fund commenced operations in

January 1971 following an initial public offering.

Investment Objectives.

The fund’s primary investment objective is to generate income for distribution to its shareholders, with capital appreciation

as a secondary objective. There can be no assurance that the fund will achieve its investment objectives.

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.

The preponderance of the fund’s assets are invested in a diversified portfolio of debt securities issued by U.S. and

non-U.S. corporations and governments, some of which may carry equity features. The fund emphasizes corporate debt securities which pay interest

on a fixed or contingent basis and which may possess certain equity features, such as conversion or exchange rights, warrants for the acquisition of

the stock of the same or different issuers, or participations based on revenues, sales or profits. The fund may invest up to 70% of its net assets (plus

borrowings for investment purposes) in debt securities rated below investment grade, commonly known as “junk bonds.” The fund also may purchase

preferred securities and may acquire common stock through the exercise of conversion or exchange rights acquired in connection with other

securities owned by the fund. The fund will not acquire any additional preferred securities or common stock if as a result of that acquisition the value of

all preferred securities and common stocks in the fund’s portfolio would exceed 20% of its total assets. Up to 50% of the value of the fund’s assets may

be invested in restricted securities acquired through private placements. The fund may purchase mortgage-backed securities. The fund also may

purchase and sell derivative instruments. In addition, the fund may invest in repurchase and reverse repurchase agreements.

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”).

Exchange listing.

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

new Common Shares offered and sold hereby are expected to be listed on the NYSE and trade under this symbol. As of February

, 2024, the last

reported sale price for the Common Shares was $

13.28

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 December 2, 2015 (the “LA”). See “—Other Investment Policies—Borrowing.” The LA includes a line of credit and will utilize

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.

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

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

additional information.

The Common Shares have traded both at a premium and a discount to 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. You could lose all or some of your investment. You should consider

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

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

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

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

offense.

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

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

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

Statement of Additional Information (“SAI”), dated March 1, 2024, containing additional information about the fund, has been filed with the SEC and is

incorporated by reference in its entirety into this Prospectus. The Table of Contents for the SAI is on page

of the Prospectus. A paper copy of the

Registration Statement or SAI may be obtained without charge by calling 800-225-6020 (toll-free) or electronically 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 https://www.jhinvestments.com/investments/closed-end-fund/fixed-income-funds/investors-trust-ce-jhi.

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 March 1, 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	13
The Fund	13
Use of Proceeds	13
Investment Objective	14
Principal investment strategies	14
Risk Factors	22
Management of the Fund	35
Custodian and Transfer Agent	37
Determination of Net Asset Value	37
Distribution Policy	38
Dividend Reinvestment Plan	39
Closed-End Fund Structure	40
U.S. Federal Income Tax Matters	41
Plan of Distribution	43
Description of Capital Structure	44
Certain Provisions in the Declaration of Trust and By-Laws	46
Reports to Shareholders	48
Independent Registered Public Accounting Firm	48
Legal and Regulatory Matters	48
Incorporation by Reference	48
Additional Information	48
Table of Contents of the Statement of Additional Information	49
The Fund’s Privacy Policy	49

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 Investors Trust (the “fund”) is a diversified, closed-end management investment company. The fund commenced operations in January

1971 following an initial public offering.

Investment Objectives

The fund’s primary investment objective is to generate income for distribution to its shareholders, with capital appreciation as a secondary objective.

There can be no assurance that the fund will achieve its investment objectives. The fund’s investment objectives are 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 1,000,000 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 “JHI.” Any new Common Shares

offered and sold hereby will be listed on the NYSE and trade under this symbol. As of February

, 2024, the last reported sale price for the Common

Shares was $

13.28

Investment Strategy

The preponderance of the fund’s assets are invested in a diversified portfolio of debt securities issued by U.S. and non-U.S. corporations and

governments, some of which may carry equity features. The fund emphasizes corporate debt securities which pay interest on a fixed or contingent basis

and which may possess certain equity features, such as conversion or exchange rights, warrants for the acquisition of the stock of the same or different

issuers, or participations based on revenues, sales or profits. The fund also may purchase preferred securities and may acquire common stock through

the exercise of conversion or exchange rights acquired in connection with other securities owned by the fund. The fund will not acquire any additional

preferred securities or common stock if as a result of that acquisition the value of all preferred securities and common stocks in the fund’s portfolio

would exceed 20% of its total assets. Up to 50% of the value of the fund’s assets may be invested in restricted securities acquired through private

placements. The fund may purchase mortgage-backed securities. The fund also may purchase and sell derivative instruments, including foreign

currency forward contracts, foreign currency swaps, futures contracts, swaps, including credit-default swaps and interest-rate swaps, and options,

including currency options. In addition, the fund may invest in repurchase and reverse repurchase agreements.

At least 30% of fund’s net assets (plus borrowings for investment purposes) will be represented by (a) debt securities that are rated, at the time of

acquisition, investment grade (

i.e

., at least “Baa” by Moody’s Investors Service, Inc. (“Moody’s”) or “BBB” by Standard & Poor’s Global Ratings Inc.

(“S&P”)) or in unrated securities determined by the Subadvisor to be of comparable credit quality, (b) securities issued or guaranteed by the

U.S. government or its agencies and instrumentalities, and (c) cash or cash equivalents. The remaining 70% of the fund’s net assets (plus borrowings for

investment purposes) may be invested in debt securities of any credit quality, including securities rated below investment grade (

i.e

., rated “Ba” or lower

by Moody’s or “BB” or lower by S&P). Debt securities of below investment grade quality are regarded as having predominantly speculative

characteristics with respect to the issuer’s ability to pay interest and repay principal and are commonly referred to as “junk bonds” or “high yield

securities.” While the fund focuses on intermediate- and longer-term debt securities, the fund may acquire securities of any maturity and is not subject

to any limits as to the average maturity of its overall portfolio.

Securities rated “BBB” by S&P are regarded by S&P as having an adequate capacity to pay interest or dividends and repay capital or principal, as the

case may be; whereas such securities normally exhibit adequate protection parameters, adverse economic conditions or changing circumstances are

more likely, in the opinion of S&P, to lead to a weakened capacity to pay interest or dividends and repay capital or principal for securities in this category

than in higher rating categories. Securities rated “Baa” by Moody’s are considered by Moody’s as medium to lower medium grade securities; they are

neither highly protected nor poorly secured; interest or dividend payments and capital or principal security, as the case may be, appear to Moody’s to be

adequate for the present but certain protective elements may be lacking or may be characteristically unreliable over time; and, in the opinion of

Moody’s, securities in this rating category lack outstanding investment characteristics and in fact have speculative characteristics as well. Below

investment grade securities and comparable unrated securities involve substantial risk of loss, are considered highly speculative with respect to the

issuer’s ability to pay interest and any required redemption or principal payments and are susceptible to default or decline in market value due to

adverse economic and business developments. Securities rated Ba or BB may face significant ongoing uncertainties or exposure to adverse business,

financial or economic conditions that could lead to the issuer being unable to meet its financial commitments. The protection of interest and principal

may be moderate and not well safeguarded during both good and bad times. Securities rated B generally lack the characteristics of a desirable

investment. Assurance of interest and principal payments over the long term may be low, and such securities are more vulnerable to nonpayment than

obligations rated BB or Ba. Adverse business, financial or economic conditions will likely impair the issuer’s capacity or willingness to meet its financial

commitments. 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. All references to securities ratings by Moody’s and S&P in this Prospectus shall, unless otherwise indicated,

include all securities within each such rating category (

e.g

., “Baa1”, “Baa2” and “Baa3” in the case of Moody’s and “BBB+”, “BBB” and “BBB-” in the case

of S&P). All percentage and ratings limitations on securities in which the fund may invest apply at the time of making an investment and shall not be

considered violated if an investment rating is subsequently downgraded to a rating that would have precluded the fund’s initial investment in such

security. In the event of such security downgrade, the fund will sell the portfolio security as soon as the Subadvisor believes it to be prudent to do so in

order to again cause the fund to be within the percentage and ratings limitations set forth in this Prospectus. In the event that the fund disposes of a

portfolio security subsequent to its being downgraded, the fund may experience a greater risk of loss than if such security had been sold prior to such

downgrade.

In managing the fund’s portfolio, the Subadvisor concentrates first on sector selection by deciding which types of bonds and industries to emphasize at

a given time, and then which individual bonds to buy. When making sector and industry allocations, the Subadvisor tries to anticipate shifts in the

business cycle, using top-down analysis to determine which sectors and industries may benefit over the next 12 months. In choosing individual

securities, the Subadvisor uses bottom-up research to find securities that appear comparatively undervalued. The Subadvisor looks at bonds of all

quality levels and maturities from many different issuers, potentially including U.S. dollar-denominated securities of foreign corporations and

governments. There can be no assurance that the fund will achieve its investment objectives.

The manager also considers environmental, social, and/or governance (“ESG”) factors, alongside other relevant factors, as part of its investment

process. The ESG characteristics utilized in the fund’s investment process may change over time and one or more characteristics may not be relevant

with respect to all issuers that are eligible fund investments.

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”).

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 December 31, 2023, the

Advisor had total assets under management of approximately $

153.7

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 December 31, 2023, the subadvisor had total assets under management of approximately $

19.94

billion.

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

Distributions

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The 1940 Act limits the number of times the fund may distribute long-term capital gain in any tax year, which may increase the variability of the fund’s

distributions and result in certain distributions being composed more heavily of long-term capital gain eligible for favorable income tax rates. In the

future, the Advisor may seek Board approval to implement a managed distribution plan for the fund. The managed distribution plan would be

implemented pursuant to an exemptive order previously granted by the Securities and Exchange Commission (the “SEC”), which provides an exemption

from Section 19(b) of the 1940 Act and Rule 19b-1 thereunder to permit the fund to include long-term capital gain as a part of its regular distributions

to Common Shareholders more frequently than would otherwise be permitted by the 1940 Act (generally once or twice per year). If the fund implements

a managed distribution plan, it would do so without a vote of the Common Shareholders.

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.

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, shareholders bear the expenses associated

with the LA and have potential to benefit or be disadvantaged from the use of leverage. The Advisor’s fee is also increased in dollar terms from the use of

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 holders of shares, including:

•

the likelihood of greater volatility of NAV and market price of 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 income or capital appreciation derived from securities purchased with funds received from leverage exceeds the cost of leverage, the

fund’s return will be greater than if leverage had not been used; conversely, returns would be lower if the cost of the leverage exceeds the income or

capital appreciation derived. The use of securities lending to obtain leverage in the fund’s investments may subject the fund to greater risk of loss

than would reinvestment of collateral in short term highly rated investments.

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. Were this to happen, the fund

would 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.

Market Discount Risk.

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

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

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

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

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

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

Operational and cybersecurity risk.

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

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

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

errors, or technology failures, among other causes.

Secondary Market for the Common Shares.

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

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

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

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

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

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

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

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

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

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

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

Sector risk.

When a fund invests a substantial portion of its assets in a particular industry or sector of the economy, the fund’s investments are not as

varied as the investments of most funds and are far less varied than the broad securities markets. As a result, the fund’s performance tends to be more

volatile than other funds, and the values of the fund’s investments tend to go up and down more rapidly. In addition, to the extent that a fund invests

significantly in a particular industry or sector, it is particularly susceptible to the impact of market, economic, regulatory and other factors affecting that

industry or sector. The principal risks of investing in certain sectors are described below.

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

Brady Bonds

Brady Bonds are debt securities issued under the framework of the “Brady Plan,” an initiative announced by former U.S. Treasury Secretary Nicholas F.

Brady in 1989 as a mechanism for debtor nations to restructure their outstanding external commercial bank indebtedness. The Brady Plan framework,

as it has developed, involves the exchange of external commercial bank debt for newly issued bonds (“Brady Bonds”). Brady Bonds also may be issued in

respect of new money being advanced by existing lenders in connection with the debt restructuring. Brady Bonds issued to date generally have

maturities between 15 and 30 years from the date of issuance and have traded at a deep discount from their face value. In addition to Brady Bonds,

investments in emerging market governmental obligations issued as a result of debt restructuring agreements outside of the scope of the Brady Plan

are available.

Agreements implemented under the Brady Plan to date are designed to achieve debt and debt-service reduction through specific options negotiated by

a debtor nation with its creditors. As a result, the financial packages offered by each country differ. The types of options have included:

•

the exchange of outstanding commercial bank debt for bonds issued at 100% of face value that carry a below-market stated rate of interest

(generally known as par bonds);

•

bonds issued at a discount from face value (generally known as discount bonds);

•

bonds bearing an interest rate which increases over time; and

•

bonds issued in exchange for the advancement of new money by existing lenders.

Discount bonds issued to date under the framework of the Brady Plan have generally borne interest computed semiannually at a rate equal to 13/16th

of one percent above current six-month LIBOR. Regardless of the stated face amount and interest rate of the various types of Brady Bonds, when

investing in Brady Bonds, a fund will purchase Brady Bonds in secondary markets in which the price and yield to the investor reflect market conditions at

the time of purchase.

Certain sovereign bonds are entitled to “value recovery payments” in certain circumstances, which in effect constitute supplemental interest payments

but generally are not collateralized. Certain Brady Bonds have been collateralized as to principal due at maturity (typically 15 to 30 years from the date

of issuance) by U.S. Treasury zero coupon bonds with a maturity equal to the final maturity of such Brady Bonds, although the collateral is not available

to investors until the final maturity of the Brady Bonds. Collateral purchases are financed by the International Monetary Fund (the “IMF”), the World Bank

and the debtor nations’ reserves. In addition, interest payments on certain types of Brady Bonds may be collateralized by cash or high-grade securities

in amounts that typically represent between 12 and 18 months of interest accruals on these instruments, with the balance of the interest accruals

being uncollateralized.

A fund may purchase Brady Bonds with no or limited collateralization, and must rely for payment of interest and (except in the case of principal

collateralized Brady Bonds) principal primarily on the willingness and ability of the foreign government to make payment in accordance with the terms of

the Brady Bonds.

Brady Bonds issued to date are purchased and sold in secondary markets through U.S. securities dealers and other financial institutions and are

generally maintained through European transactional securities depositories. A substantial portion of the Brady Bonds and other sovereign debt

securities in which a fund invests are likely to be acquired at a discount.

Credit and counterparty risk

This is the risk that an issuer of a U.S. government security, the counterparty to an over-the-counter (OTC) derivatives contract (see “Hedging,

derivatives and other strategic transactions risk”) or a borrower of a fund’s securities will be unable or unwilling to make timely principal, interest or

settlement payments or to otherwise honor its obligations. 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).

The fund is exposed to credit risk to the extent 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, a 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, a 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/or 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.

Preferred and convertible securities risk

Unlike interest on debt securities, preferred stock dividends are payable only if declared by the issuer’s board. Also, preferred stock may be subject to

optional or mandatory redemption provisions. The market values of convertible securities tend to fall as interest rates rise and rise as interest rates fall.

The value of convertible preferred stock can depend heavily upon the value of the security into which such convertible preferred stock is converted,

depending on whether the market price of the underlying security exceeds the conversion price.

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.

Additional risks regarding lower-rated foreign government fixed-income securities risk.

Lower-rated foreign government fixed-income

securities are subject to the risks of investing in foreign countries described under “Foreign securities risk.” In addition, the ability and willingness of a

foreign government to make payments on debt when due may be affected by the prevailing economic and political conditions within the country.

Emerging-market countries may experience high inflation, interest rates, and unemployment, as well as exchange-rate fluctuations which adversely

affect trade and political uncertainty or instability. These factors increase the risk that a foreign government will not make payments when due.

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.

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.

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.

Hedging, derivatives, and other strategic transactions risk.

Hedging, derivatives, and other strategic transactions may increase a fund’s volatility

and could produce disproportionate losses, potentially more than the fund’s principal investment. Risks of these transactions are different from and

possibly greater than risks of investing directly in securities and other traditional instruments. Under certain market conditions, derivatives could

become harder to value or sell and may become subject to liquidity risk (i.e., the inability to enter into closing transactions). Derivatives and other

strategic transactions that the fund intends to utilize include: credit default swaps; foreign currency forward contracts; foreign currency swaps; futures

contracts; interest-rate swaps; options on futures; and options. Foreign currency forward contracts, futures contracts, options, and swaps generally are

subject to counterparty risk. In addition, swaps may be subject to interest-rate and settlement risk, and the risk of default of the underlying reference

obligation. Derivatives associated with foreign currency transactions are subject to currency risk.

Illiquid and Restricted Securities Risk.

The fund may invest up to 20% of its total assets in securities for which there is no readily available trading

market or which are otherwise illiquid. 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.

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 redemptions 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. Redemption risk is heightened during periods of declining or illiquid

markets.

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.

Mortgage-backed and asset-backed securities risk.

Mortgage-backed and asset-backed securities are subject to different combinations of

prepayment, extension, interest-rate, and other market risks. Factors that impact the value of these securities include interest rate changes, the

reliability of available information, credit quality or enhancement, and market perception.

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.

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.

Repurchase agreement risk.

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

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

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

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

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

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

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

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

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

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

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

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

•

Federal Reserve System member bank;

•

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

•

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

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

creditworthiness requirements.

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

repurchase agreement equals or exceeds the amount of the obligation.

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

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

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

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

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

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

Reverse Repurchase Agreement Risk.

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

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

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

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

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

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

Sovereign Debt Obligations Risk.

An investment in debt obligations of non-U.S. governments and their political subdivisions (sovereign debt),

whether denominated in U.S. dollars or a foreign currency, involves special risks that are not present in corporate debt obligations. The non-U.S. issuer

of the sovereign debt or the non-U.S. governmental authorities that control the repayment of the debt may be unable or unwilling to repay principal or

pay interest when due, and the fund may have limited recourse in the event of a default. During periods of economic uncertainty, the market prices of

sovereign debt may be more volatile than prices of debt obligations of U.S. issuers. In the past, certain non-U.S. countries have encountered difficulties

in servicing their debt obligations, withheld payments of principal and interest and declared moratoria on the payment of principal and interest on their

sovereign debt. A sovereign debtor’s willingness or ability to repay principal and pay interest in a timely manner may be affected by, among other

factors, its cash flow situation, the extent of its foreign currency reserves, the availability of sufficient foreign exchange, the relative size of the debt

service burden, the sovereign debtor’s policy toward its principal international lenders and local political constraints. Sovereign debtors also may be

dependent on expected disbursements from non-U.S. governments, multilateral agencies and other entities to reduce principal and interest arrearages

on their debt. The failure of a sovereign debtor to implement economic reforms, achieve specified levels of economic performance or repay principal or

interest when due may result in the cancellation of third-party commitments to lend funds to the sovereign debtor, which may further impair such

debtor’s ability or willingness to service its debts.

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 October 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 October 31, 2023 .

Shareholder Transactio n 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	0.98
Interest Payments on Borrowed Funds 4	4.01
Other expenses	0.30
Total Annual Operating Expenses	5.29
Contractual Expense Reimbursement 5	(0.01 )
Total Annual Fund Operating Expenses After Expense Reimbursements	5.28

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

ortion 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.

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	$53	$158	$262	$521

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 October 31, 2023, 2022, 2021, 2020, and 2019 have been audited by

PricewaterhouseCoopers LLP

(“

PwC

”)

, the fund’s independent registered public accounting firm. The report of

PwC

, along with the fund’s financial statements in the fund’s annual

report for the fiscal period ended October 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	10-31-23	10-31-22	10-31-21	10-31-20	10-31-19
Per share operating performance
Net asset value, beginning of period	$13.34	$18.63	$17.11	$18.38	$16.99
Net investment income 1	0.81	1.18	1.36	1.27	1.19
Net realized and unrealized gain (loss) on investments	0.24	(5.15 )	1.59	(1.19 )	1.40
Total from investment operations	1.05	(3.97 )	2.95	0.08	2.59
Less distributions
From net investment income	(0.88 )	(1.32 )	(1.43 )	(1.35 )	(1.20 )
Net asset value, end of period	$13.51	$13.34	$18.63	$17.11	$18.38
Per share market value, end of period	$11.92	$12.37	$18.62	$15.47	$17.14
Total return at net asset value (%) 2,3	8.54	(22.00 )	17.65	1.56	16.56
Total return at market value (%) 2	3.27	(27.68 )	30.05	(1.53 )	19.07
Ratios and supplemental data
Net assets, end of period (in millions)	$118	$117	$162	$149	$160
Ratios (as a percentage of average net assets):
Expenses before reductions	5.29	2.37	1.46	1.91	2.74
Expenses including reductions 4	5.28	2.35	1.45	1.90	2.73
Net investment income	5.84	7.43	7.30	7.42	6.77
Portfolio turnover (%)	45	39	52	62	40
Senior securities
Total debt outstanding end of period (in millions)	$87	$87	$87	$87	$87
Asset coverage per $1,000 of debt 5	$2,360	$2,342	$2,869	$2,714	$2,841

Based on average daily shares outstanding.

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 1.27%, 1.19%, 1.06%, 1.08% and 1.04% for the periods ended 10-31-23, 10-31-22, 10-31-21,

10-31-20 and 10-31-19, respectively.

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

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

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 “JHI” and commenced trading

on the NYSE in 1971.

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 (%)
January 31, 2022	19.35	17.04	18.37	17.88	5.33	(4.70 )
April 30, 2022	17.55	15.37	17.80	16.08	(1.40 )	(4.42 )
July 31, 2022	16.11	12.75	15.51	14.04	3.87	(9.19 )
October 31, 2022	14.85	11.86	15.21	13.04	(2.37 )	(9.05 )
January 31, 2023	13.67	12.17	14.28	13.39	(4.27 )	(9.11 )
April 30, 2023	13.90	11.97	14.53	13.31	(4.34 )	(10.07 )
July 31, 2023	12.92	12.45	14.15	13.80	(8.69 )	(9.78 )
October 31, 2023	13.06	11.67	14.06	13.41	(7.11 )	(12.98 )
January 31, 2024	13.11	12.11	14.56	13.58	(9.96 )	(10.82 )

The last reported sale price, NAV per share and percentage discount to NAV per share of the Common Shares as of February

, 2024 were $

13.28

14.54

and

-8.67

%, respectively. As of February

, 2024, the fund had

8,744,547

Common Shares outstanding and net assets of the fund were

127,134,164

The Fund

The fund is a diversified, closed-end management investment company registered under the 1940 Act.

The

fund was organized on October 26, 1970 as

a Delaware corporation and was reorganized on October 5, 1984 as a Massachusetts business trust pursuant to an Agreement and Declaration of Trust

(as

ended and restated from time to time, the “Declaration of Trust”). The fund commenced operations following an initial public offering on

January 29, 1971, pursuant to which the fund issued an aggregate of 5,500,000 Common Shares of beneficial interest, $1.00 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 October 31, 2023 .

Title of Class	Amount Authorized	Amount Held by the Fund or for its Account	Amount Outstanding
Common Shares, no par value	Unlimited	0	8,744,547.00

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 objectives and policies as

described under “Investment Objectives” and “Investment Strategies” within three months of receipt of such proceeds. Such investments may be

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

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

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

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

Investment Objective

The fund’s primary investment objective is to generate income for distribution to its shareholders, with capital appreciation as a secondary objective.

There can be no assurance that the fund will achieve its investment objectives. The fund’s investment objectives are not fundamental policies 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