Jon Szafran John Szafran Year of birth: 1989 | Assistant Treasurer | Since 2017 | Current: Vice President, Guggenheim Investments | Year of birth: 1989 | Treasurer | November 2017 | (July 2017-present)(2017-present); Assistant Treasurer, certain | | | | other funds in the Fund Complex (November | | | | 2017-present)(2017-present). | | | | |
Former: Assistant Treasurer of Henderson Global | | | | Funds and Manager of US Fund Administration, | | | | Henderson Global Investors (North America) Inc. | | | | ("GFINA"(“HGINA”) (February-June 2017)(2017); Senior Analyst | | | | of US Fund Administration, HGINA (2014- | | | | January 2017)(2014-2017); Senior Associate of Fund | | | | Administration, Cortland Capital Market Services, | | | | LLC (2013-2014); Experienced Associate, | | | | PricewaterhouseCoopers LLP (2012-2013). |
(1) | The business address of each officer of the Funds is Guggenheim Investments, 227 West Monroe Street, 7th Floor, Chicago, Illinois 60606, unless otherwise noted.60606. |
(2) | Officers serve at the pleasure of the Board and until his or her successor is appointed and qualified or until his or her resignation or removal. The year set forth above is the earliest year in which the officer was appointed as an officer of any Fund. |
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Board Leadership Structure The primary responsibility of the Board is to represent the interests of the Funds and to provide oversight of the management of the Funds. The Funds’ day-to-day operations are managed by the Adviser, the applicable Sub-Adviser and other service providers who have been approved by the Board. The Board is currently comprised of nineten Trustees, eightnine of whom (including the chairperson) are Independent Trustees. Generally, the Board acts by majority vote of all the Trustees, including a majority vote of the Independent Trustees if required by applicable law. The Board has appointed an Independent Chairman,Chair, Ronald E. Toupin, Jr., who presides at Board meetings and who is responsible for, among other things, participating in the planning of Board meetings, setting the tone of Board meetings and seeking to encourage open dialogue and independent inquiry among the Trustees and management. In addition, the Independent ChairmanChair acts as a liaison with officers, counsel and other Trustees between meetings of the Board. The Independent ChairmanChair may also perform such other functions as may be delegated by the Board from time to time. The Board has established fourfive standing committees (as described below) and has delegated certain responsibilities to those committees, each of which is comprised solely of Independent Trustees. The Board and its committees meet periodically throughout the year to oversee the Funds’ activities, including through the review of the Funds’ contractual arrangements with service providers reviewand the Funds’ financial statements, oversee compliance with regulatory requirements, and review performance. The Board may also establish informal working groups from time to time to review and address the policies and practices of the Trust or the Board with respect to certain specified matters. The Independent Trustees are representedadvised by independent legal counsel experienced in Investment Company Act of 1940 (“1940 Act”) matters and are represented by such independent legal counsel at Board and committee meetings. The Board has determined that this leadership structure, including an Independent Chairman,Chair, a supermajority of Independent Trustees and committee membership limited to Independent Trustees, is appropriate in light of the characteristics and circumstances of the Funds because it allocates responsibilities among the Committees and the Board in a manner that further enhances effective oversight. The Board considered, among other things: the number of portfolios that comprise the trusts in the Guggenheim Family of Funds overseen by members of the Board; the variety of asset classes those portfolios include; the net assets of each Fund and the Guggenheim Family of Funds; and the management, distribution and other service arrangements of each Fund and the Guggenheim Family of Funds. The Board may at any time and in its discretion change this leadership structure. The Trustees have determined that the efficient conduct of the Funds’ affairs makes it desirable to delegate responsibility for certain specific matters to committees of the Board. The committees meet as often as necessary, either in conjunction with regular meetings of the Trustees or otherwise. The committees of the Board are the Executive Committee, the Audit Committee, the Nominating and Governance Committee, the Contracts Review Committee and the Valuation Oversight Committee.
Executive Committee. Donald A. Chubb, Jr.The Board has an Executive Committee, which is composed of Sandra G. Sponem and Ronald E. Toupin, Jr., who are not “interested persons” of the Funds, as defined in the 1940 Act, serve on the Funds’ Executive Committee. The Executive Committee is authorized to act on15
behalf of and with the full authority of the Board of Trustees when necessary in the intervalseach an Independent Trustee. In between meetings of the full Board, the Executive Committee generally may exercise all the powers of Trustees.
the full Board in the management of the business of the Funds. Mr. Toupin serves as Chair of the Executive Committee. However, the Executive Committee cannot, among other things, authorize dividends or distributions on shares, amend the bylaws or recommend to the shareholders any action which requires shareholder approval. Audit Committee. The Board has an Audit Committee, which is composed of Randall C. Barnes, Angela Brock-Kyle, Donald A. Chubb, Jr., Jerry B. Farley, Roman Friedrich III, Donald A. Chubb, Jerry B. Farley, MaynardThomas F. Oliverius, Robert B. Karn III,Lydon, Jr., Ronald A. Nyberg, Sandra G. Sponem, and Ronald E. Toupin, Jr., each of whom is an Independent Trustee (as defined herein) and is “independent” as defined by NYSE listing standards. Dr. FarleyMs. Sponem serves as ChairmanChair of the Audit Committee. The Audit Committee is charged with selecting an independent registered publicgenerally responsible for certain oversight matters, such as reviewing the Funds’ systems for accounting, firm forfinancial reporting and internal controls and, as appropriate, the Fundsinternal controls of certain service providers, overseeing the integrity of the Funds’ financial statements (and the audit thereof), as well as the qualifications, independence and reviewing accounting matters withperformance of the Funds’ independent registered public accounting firm. Each member of theThe Audit Committee is an Independent Trusteealso responsible for recommending to the Board the appointment, retention and termination of the Funds’ independent registered public accounting firm and acting as defined abovea liaison between the Board and also meets the additional independence requirements for audit committee members as defined by the NYSE listing standards.Funds’ independent registered public accounting firm. The Audit Committee is governed by a written charter (the “Audit Committee Charter”). The Audit Committee Charter is available under “News & Literature” on each fund’sFund’s page at www.guggenheiminvestments.com/products/cef. cef. The Audit Committee presents the following report on behalf of each Fund: The Audit Committee of the Board is charged with selecting an independent registered public accounting firm for the Funds and reviewing accounting matters with the independent accountants. The Audit Committee reviews the Funds’ annual financial statements with both management and the Funds’ independent registered public accounting firm and the Audit Committee meets periodically with the independent accountants to consider their evaluation of the Funds’ financial and internal controls. In addition to being Independent Trustees as defined above, each member of the Audit Committee also meets the additional independence requirements of the New York Stock Exchange. The Audit Committee, in discharging its duties, has met with and held discussions with management and the Funds’ independent accountants. The Audit Committee has performed the following functions: (i) the Audit Committee reviewed and discussed the audited financial statements ofwith management. Management has represented to the Fundindependent accountants that the Funds’ financial statements were prepared in accordance with management of the Fund, (ii) thegenerally accepted accounting principles. The Audit Committee has also discussed with the Fund’s independent registered public accounting firmaccountants the matters required to be discussed by AS 1301 issued byStatement on Auditing Standards No. 114 (The Auditor’s Communications With Those Charged With Governance) and the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and (iii)the SEC. The independent accountants provided to the Audit Committee received the written disclosuresdisclosure required by PCAOB regarding the independent accountant’s communications with the Audit Committee concerning independence , and the letter fromAudit Committee discussed with representatives of the Fund’s independent registered public accounting firm as required by Public Company Accounting Oversight Board’s Ethics & Independence Rule 3526their firm’s independence. Based on the Audit Committee’s review and has discusseddiscussions with management and the Fund’sindependent accountants, the representations of management and the reports of the independent registered public accounting firm the independence of the Fund’s independent registered public accounting firm. Based onto the Audit Committee’s reviews and discussions referred to above, including its discussion with management and the Fund’s independent registered public accounting firm,Committee, the Audit Committee recommended and approved, pursuant to authority delegated by Board of Trustees of the Fund,Funds, that the audited financial statements be included in the Fund’s Annual Reports forFunds’ annual reports. The members of the past fiscal year.Audit Committee are Randall C. Barnes, Angela Brock-
Kyle, Donald A. Chubb, Jr., Jerry B. Farley, Roman Friedrich III, Thomas F. Lydon, Jr., Ronald A. Nyberg, Sandra G. Sponem, and Ronald E. Toupin, Jr. Nominating and Governance Committee. Committee. The Board has a Nominating and Governance Committee, which is composed of Randall C. Barnes, Angela Brock-Kyle, Donald A. Chubb, Jr., Jerry B. Farley, Maynard F. Oliverius, Roman Friedrich III, Robert B. Karn III,Thomas F. Lydon, Jr., Ronald A. Nyberg, Sandra G. Sponem, and Ronald E. Toupin, Jr., each of whom is an Independent Trustee and is “independent” as defined by NYSE listing standards. Mr. Nyberg serves as ChairmanChair of the Nominating and Governance Committee. 16
The Nominating and Governance Committee is governed by a written charter (the “Nominating and Governance Committee Charter”). The Nominating and Governance Committee Charter is available under “News & Literature” on each fund’sFund’s page at www.guggenheiminvestments.com/products/cef. The purpose of the Nominating and Governance Committee is to review matters pertaining to the composition, committees, and operations of the Board. The Nominating and Governance Committee (i) evaluates and recommends allis responsible for recommending qualified candidates for election or appointment as members ofto the Board in the event that a position is vacated or created. The Nominating and recommendsGovernance Committee would consider recommendations by shareholders if a vacancy were to exist and shall assess shareholder recommendations in the appointment of members and chairs of each committee of thesame manner as it reviews its own candidates. The Board (ii) reviews policy matters affecting the operation of the Board and committees of the Board, and (iii) periodically evaluates the effectiveness of the Board and committees of the Board. does not have a standing compensation committee. In considering Trustee nominee candidates, the Nominating and Governance Committee requires that Trustee candidates have a college degree or equivalent business experience and may take into account a wide variety of factors in considering Trustee candidates, including (but not limited to): availability and commitment of a candidate to attend meetings and perform his or her responsibilities on the responsibilities of a Trustee,Board, relevant industry and related experience, educational background, financial expertise, the candidate’s ability, judgment and expertise and overall diversity of the Board’s composition. The Nominating and Governance Committee may consider candidates recommended by various sources, including (but not limited to): such Fund’s current Trustees, officers, investment advisers and shareholders. The Nominating and Governance Committee will not nominate a person for election to the Board as an Independent Trustee in contravention of its Independent Trustee Retirement Policy. The Nominating and Governance Committee may, but is not required to, retain a third party search firm to identify potential candidates. A Trustee candidate must (i) be prepared to submit written answers to a questionnaire seeking professional and personal information that will assist the Nominating and Governance Committee to evaluate the candidate and to determine, among other matters, whether the candidate would qualify as a Trustee who is not an “interested person” of the Funds as such term is defined under the 1940 Act; (ii) be prepared to submit character references and agree to appropriate background checks; and (iii) be prepared to meet with one or more members of the Nominating and Governance Committee at a time and location convenient to those Nominating and Governance Committee members in order to discuss the nominee’s qualifications. The Nominating and Governance Committee will consider Trustee candidates recommended by shareholders of the Funds. The Nominating and Governance Committee will consider and evaluate trustee nominee candidates properly submitted by shareholders on the same basis as it considers and evaluates candidates recommended by other sources. In considering Trustee nominee candidates, the Nominating and Governance Committee takes into account a wide variety of factors, including the overall diversity of the Board’s composition. The Nominating and Governance Committee believes the Board generally benefits from diversity of background, 17
experience and views among its members, and considers this a factor in evaluating the composition of the Board, but has not adopted any specific policy in this regard. To have a candidate considered by the Nominating and Governance Committee, a shareholder must submit the recommendation in writing and must include the information required by the “Procedures for Shareholders to Submit Nominee Candidates” that are set forth as Appendix B to the Nominating and Governance Committee Charter. Shareholder recommendations must be sent to the Funds’ Secretary, c/o Guggenheim Funds Investment Advisors, LLC, 227 West Monroe Street, 7th Floor, Chicago, Illinois 60606. The nominees for election at the Annual Meeting currently serve as Trustees and were unanimously nominated by the Board of Trustees and the Nominating and Governance Committee.
Contracts Review Committee. The Board has a Contracts Review Committee, which oversees the contract review process, including review of the Funds’ advisory agreements and other contracts with affiliated service providers. The Contracts Review Committee is composed of Randall C. Barnes, Angela Brock-Kyle, Donald A. Chubb, Jr., Jerry B. Farley, Maynard F. Oliverius, Randall C. Barnes, Roman Friedrich III, Robert B. Karn III,Thomas F. Lydon, Jr., Ronald A. Nyberg, Sandra G. Sponem, and Ronald E. Toupin, Jr., each of whom is an Independent Trustee. Mr. FriedrichLydon serves as ChairmanChair of the Contracts Review Committee. The purpose of the Contracts Review Committee is to assist the Board in overseeing the evaluation of certain contracts to which a Fund is or is proposed to be a party to ensure that the interests of the Fund and its shareholders are served by the terms of these contracts. The Committee’s primary function is to oversee the process of evaluating existing investment advisory and subadvisory agreements, administration agreements, and distribution agreements. In addition, at its discretion or at the request of the Board, the Committee reviews and makes recommendations to the Board with respect to any contract to which a Fund is or is proposed to be a party. Valuation Oversight Committee. The Board has a Valuation Oversight Committee, which is composed of Randall C. Barnes, Angela Brock-Kyle, Donald A. Chubb, Jr., Roman Friedrich III, and Maynard F. Oliverius,Sandra G. Sponem, each of whom is an Independent Trustee. Mr. ChubbBarnes serves as ChairmanChair of the Valuation Oversight Committee. The Valuation Oversight Committee assists the Board in overseeing the activities of Guggenheim'sGuggenheim’s Valuation Committee and the valuation of securities and other assets held by the Funds. Duties of the Valuation Oversight Committee include reviewing the Funds’ valuation procedures, evaluating pricing services that are being used for the Funds, and receiving reports relating to actions taken by Guggenheim'sGuggenheim’s Valuation Committee. The Board established the Valuation Oversight Committee effective November 16, 2016.Board and Committee Meetings Information regarding the number of meetings of the Board, Audit Committee, Nominating and Governance Committee, Contracts Review Committee and Valuation Oversight Committee of each Fund during such Fund’s most recently completed fiscal year is set forth in the table below:18
below (The Executive Committee did not meet during the fiscal year ends shown):| Fund | Fiscal Year End | Board Meetings | Audit
Committee
Meetings | Nominating
and
Governance
Meetings | Contract
Review
Committee
Meetings | Valuation Oversight Committee Meetings | | GBAB | 5/31/2020 | 6 | 6 | 2 | 2 | 4 | | GGM | 5/31/2020 | 6 | 6 | 2 | 2 | 4 | | GPM | 12/31/2020 | 6 | 5 | 2 | 2 | 4 | | GOF | 5/31/2020 | 6 | 6 | 2 | 2 | 4 |
| | | | | Nominating | Contract | Valuation | | | Fiscal | | Audit | and | Review | Oversight | | | Year | Board | Committee | Governance | Committee | Committee | | Fund | End | Meetings | Meetings | Meetings | Meetings | Meetings* | | FMO | 11/30/2017 | 5 | 7 | 2 | 2 | 4 | | GBAB | 5/31/2017 | 5 | 8 | 2 | 2 | 2 | | GGM | 5/31/2017 | 4 | 8 | 2 | 2 | 2 | | GPM | 12/31/2017 | 4 | 6 | 2 | 2 | 4 | | GOF | 5/31/2017 | 4 | 8 | 2 | 2 | 2 |
* Valuation oversight committee established November 16, 2016. | | |
Each Trustee attended at least 75% of the meetings of the Board (and any committee thereof on which he or she serves) held during the portion of each Fund’s fiscal year ended in 2017. It is the Funds’ policy to encourage Trustees to attend annual shareholders’ meetings. 2020. Board’s Role in Risk Oversight The day-to-day business of the Funds, including the day-to-day management and administration of the Funds and of the risks that arise from the Funds’ investments and operations, is performed by third-party service providers, primarily the Adviser or its affiliates. Consistent with its responsibility for oversight of the Funds, the Board is responsible for overseeing the service providers and thus, has oversight responsibility with respect to the risk management functions performed by those service providers. Risks to the Funds include, among others, investment risk, credit risk, valuation risk, compliance risk and operational risk, as well as the overall business risk relating to the Funds. Risk management seeks to identify and mitigate the potential effects of risks, i.e., events or circumstances that could have material adverse effects on the business, operations, investment performance or reputation of the Funds. Under the oversight of the Board, the service providers to the Funds employ a variety of processes, procedures and controls to seek to identify risks relevant to the operations of the Funds and to lessen the probability of the occurrence of such risks and/or to mitigate the effects of such events or circumstances if they do occur. Each service provider is responsible for one or more discrete aspects of the Funds’ business and consequently, for managing risks associated with that activity. Each of the Adviser and other things,service providers has its own independent interest in risk management, and its policies and methods of carrying out risk management functions will depend, in part, on its analysis of the risks, functions and business models. Accordingly, Board oversight of different types of risks may be handled in different ways. As part of the Board’s periodic review of each Fund’s advisory and other service provider agreements, the Board may consider risk management aspects of the service providers’ operations and the functions for which they are responsible. The Board oversees risk management offor the Funds’ investment programs and business affairsFunds directly and through the committee structure it has established. The Board has established the Audit Committee, the Nominating and Governance Committee, the Contracts Review Committee and the Valuation Oversight Committee to assist in its oversight functions, including its oversight of the risks each Fund faces. For instance, the Funds face.Audit Committee receives reports from the Funds’ independent registered public accounting firm on internal control and financial reporting matters. In addition, the Board has established an Executive Committee to act on the Board’s behalf, to the extent permitted and as necessary, in between meetings of the Board. Each committee reports its activities to the Board on a regular basis. Risks to the Funds include, among others, investment risk, credit risk, liquidity risk, valuation risk, compliance risk and operational risk, as well as the overall business risk relating to the Funds. The Board has adopted,also oversees the risk management of the Funds’ operations by requesting periodic reports from and periodically reviews, policies, procedures and controls designed to address these different types of risks. Under the Board’s supervision, the officersotherwise communicating with various personnel of the Funds and their service providers, including, in particular, the Funds’ Chief Compliance Officer, their independent registered public accounting firm and Guggenheim Investments’ Chief Risk Officer and internal auditors for the Adviser the respective Sub-Adviser and other service providers to the Funds also have implemented a variety of processes, procedures and controls to address various risks.or its affiliates, as applicable. In addition, as part ofthis connection, the Board’s periodic review of the Funds’ advisory, sub-advisory and other service provider agreements, the Board may consider risk management aspects of the service providers’ operations and the functions for which they are responsible. The Board requires officers of the Funds to report to the Board and its committees on a variety of matters at regular and special meetings of the Board and its committees, as applicable, including matters relating to risk management. The Audit Committee also receives reports from the Funds’ independent registered public accounting firm on internal control and financial reporting matters. On at least a quarterly basis, the Board meets with the Funds’ Chief Compliance Officer, including separate meetings with the Independent Trustees in executive session, to discuss compliance matters and, on at least an annual basis, receives a report from the Chief Compliance Officer regarding the adequacy of the policies and procedures of the Funds and certain service providers and the effectiveness of the Funds’ compliance program.their implementation. The Board, with the assistance of Fund management, reviews investment policies and risks in connection with its review of the Funds’ performance. In addition, the Board receives reports from the Adviser and respective Sub-Adviser,
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as applicable, on the investments and securities trading of the Funds. With respect to valuation, the BoardValuation Oversight Committee oversees a valuationpricing committee comprised of Fund officers and Adviser personnel andof the Adviser. The Board has approved Fair Valuationvaluation procedures applicable to valuing the Funds’ portfolio securities. Thesecurities and other assets, which the Valuation Oversight Committee reviewsand the Funds’ valuation procedures, evaluates pricing services that are being used for the Funds, and receives reports relating to actions taken by Guggenheim’s Valuation Committee.Audit Committee periodically review. The Board also requires the Adviser and Sub-Adviser, as applicable, to report to the Board on other matters relating to risk management on a regular and as-needed basis. The Board recognizes that not all risks that may affect the Funds can be identified, that it may not be practical or cost-effective to eliminate or mitigate certain risks, that it may be necessary to bear certain risks (such as investment-related risks) to seek to achieve the Funds’ investment objectives, and that the processes, procedures and controls employed to address certain risks may be limited in their effectiveness. As part of its oversight function, the Board receives and reviews various risk management reports and assessments and discusses these matters with appropriate management and other personnel. Moreover, despite the periodic reports the Board receives, it may not be made aware of all of the relevant information of a particular risk. Most of the Funds’ investment management and business affairs are carried out by or through the Adviser or its affiliates and other service providers, most of whom employ professional personnel who have risk management responsibilities and each of whom has an independent interest in risk management, which interest could differ from or conflict with that of the other funds that are advised by Adviser. The role of the Board and of any individual Trustee is one of oversight and not of management of the day-to-day affairs of the Funds and its oversight role does not make the Board a guarantor of the Funds’ investments, operations or activities. As a result of the foregoing and other factors, the Board’s risk management oversight is subject to limitations. The Board may at any time and in its discretion change how it administers its risk oversight function. Shareholders and other interested parties may contact the Board or any Trustee by mail. To communicate with the Board or any Trustee, correspondence should be addressed to the Board or the Board members with whom you wish to communicate by either name or title. All such correspondence should be sent c/o the Secretary of the Fund or Funds at 227 West Monroe Street, 7th Floor, Chicago, Illinois 60606. Trustee Beneficial Ownership of Securities The table below indicates the dollar range of equity securities of each Fund and funds in the Fund Complex beneficially owned by the Trustees as of December 31, 2017:2020: | | | | | | | Aggregate | | | | | | | | dollar range | | | | | | | | of equity | | | | | | | | securities in | | | | | | | | all funds in | | | | | | | | the Fund | | | | | | | | Complex | | | | | | | | Overseen by | | | FMO | GBAB | GGM | GPM(1) | GOF | the Trustee | | Independent Trustees | | | | | | | | Barnes | Over | None | Over | None | Over | Over | | | $100,000 | | $100,000 | | $100,000 | $100,000 | | Chubb | $1-$10,001 | $10,001- | $10,001- | $10,001- | $10,001- | Over | | | | $50,000 | $50,000 | $50,000 | $50,000 | $100,000 | | Farley | None | None | None | None | None | Over | | | | | | | | $100,000 | | Friedrich | None | None | $10,001- | None | $10,001- | Over | | | | | $50,000 | | $50,000 | $100,000 | | Karn | $10,001- | None | $10,001- | $10,001- | None | Over | | | $50,000 | | $50,000 | $50,000 | | $100,000 | | Nyberg | $10,001- | $10,001- | $10,001 | $10,001- | $10,001- | Over | | | $50,000 | $50,000 | $50,000 | $50,000 | $50,000 | $100,000 | | Oliverius | $1-$10,001 | None | None | Over | Over | Over | | | | | | $100,000 | $100,000 | $100,000 | | Toupin | $10,001- | $10,001- | $10,001- | $50,001- | $10,001- | Over | | | $50,000 | $50,000 | $50,000 | $100,000 | $50,000 | $100,000 | | Interested Trustee | | | | | | | | Lee | None | None | None | None | None | $10,001- | | | | | | | | $50,000 |
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| | Dollar Range of Equity Securities in GBAB | Dollar Range of Equity Securities in GGM | Dollar Range of Equity Securities in GPM | Dollar Range of Equity Securities in GOF | Aggregate dollar range of equity securities in all funds in the Fund Complex Overseen by the Trustee | | Independent Trustees | | | | | | | Barnes | None | Over | None | Over | Over | | | | $100,000 | | $100,000 | $100,000 | | Brock-Kyle | $10,001- | None | None | None | $50,001- | | | $50,000
| | | | $100,000 | | Chubb | Over | $1- | $10,001- | $10,001- | Over | | | $100,000 | $10,000 | $50,000 | $50,000 | $100,000 | | Farley | None | None | None | None | Over | | | | | | | $100,000 | | Friedrich | None | $50,001- | None | Over | Over | | | | $100,000 | | $100,000 | $100,000 | | Lydon | None | None | None | None | Over | | | | | | | $100,000 | | Nyberg | $10,001- | $1- | $10,001- | $10,001- | Over | | | $50,000 | $10,000 | $50,000 | $50,000 | $100,000 | | Sponem | None | None | None | None | Over | | | | | | | $100,000 | | Toupin | $50,001- | $50,001- | Over | $50,001- | Over | | | $100,000 | $100,000 | $100,000 | $100,000 | $100,000 | | Interested Trustee | | | | | | | Lee | None | None | None | None | Over $100,000 |
As of December 31, 2017, each Trustee, officer and2020, the Trustees and officers of the Fund as a group owned less than 1% of the outstanding Shares of each Fund. 20
The Independent Trustees receive from the Fund Complex a general annual retainer for service on covered boards. Additional annual retainer fees are paid to: the Independent Chair of the Board; the Chair (and Vice Chair, if any) of each of the Audit Committee, the Contracts Review Committee, and the Nominating and Governance Committee; and each member of the Valuation Oversight Committee. In addition, fees are paid for special Board or Committee meetings, whether telephonic or in-person. No per meeting fee applies to meetings of the Valuation Oversight Committee. The Funds pay an annual retaineralso reimburse each Independent Trustee for reasonable travel and fee per meeting attended to each Trustee who isother out-of-pocket expenses incurred in attending in-person meetings, which are not affiliated withincluded in the Adviser, a Sub-Adviser or theircompensation amounts shown below. Each Fund pays proportionately its respective affiliatesshare of Independent Trustees’ fees and pays an additional annual fee to the chairman of the Board and of any committee of the Board.expenses based on relative net assets. The following table sets forth the compensation paid to each Independent Trustee by each Fund during its most recently completed fiscal year and the total compensation paid to each Independent Trustee by the Fund Complex during the most recently completed calendar year ended December 31, 2017.2020. | | | Retirement | | | | | | Benefits | Estimated | Total | | | Aggregate | Accrued | Annual | Compensation | | | Compensation | as Part | Benefits | From | | | from each | of Fund | Upon | the Fund | | Trustee | Fund | Expenses(1) | Retirement(1) | Complex(2) | | Randall C. Barnes | † | None | None | $344,000 395,403 | | Angela Brock-Kyle | † | None | None | $310,510 | | Donald A. Chubb, Jr | † | None | None | $271,000 314,653 | | Jerry B. Farley | † | None | None | $278,500 330,438 | | Roman Friedrich III | † | None | None | $281,000 323,296 | Robert B. Karn III Thomas F. Lydon, Jr | † | None | None | $278,500 314,260 | | Ronald A. Nyberg | † | None | None | $358,500 399,225 | Maynard F. Oliverius Sandra G. Sponem | † | None | None | $271,000 348,647 | | Ronald E. Toupin, Jr | † | None | None | $326,000 397,045 |
(1) | The Funds do not accrue or pay retirement or pension benefits to Trustees as of the date hereof. |
(2) | The amounts shown in this column represent the aggregate compensation paid by all of the funds in the Fund Complex for the calendar year ended December 31, 2017.2020. Because the funds in the Fund Complex have different fiscal year ends, the amounts shown in this column are presented on a calendar year basis. |
| † | The amount of aggregate compensation payable by each Fund for the calendar year ended December 31, 20172020 is shown in the table below: |
| | | FMO | GBAB | GGM | GPM | GOF | GBAB | GGM | GPM | GOF | | Independent Trustees | | | | Barnes | $17,054 | $15,351 | $9,802 | $12,806 | $15,112 | $9,754 | $6,171 | $8,544 | $13,279 | | Brock-Kyle | | $9,847 | $6,232 | $8,635 | $13,407 | | Chubb | $17,382 | $15,646 | $9,991 | $13,053 | $15,403 | $9,754 | $6,171 | $8,544 | $13,279 | | Farley | $17,887 | $16,132 | $10,321 | $13,599 | $15,913 | $10,011 | $6,343 | $8,791 | $13,633 | | Friedrich | $18,037 | $16,236 | $10,368 | $13,545 | $15,984 | $9,929 | $6,286 | $8,707 | $13,520 | | Karn | $17,860 | $16,045 | $10,226 | $13,245 | $15,765 | | | Lydon | | $9,941 | $6,290 | $8,713 | $13,535 | | Nyberg | $17,710 | $15,941 | $10,179 | $13,299 | $15,694 | $9,936 | $6,286 | $8,703 | $13,527 | | Oliverius | $17,382 | $15,646 | $9,991 | $13,053 | $15,403 | | | Sponem | | $10,808 | $6,842 | $9,481 | $14,717 | | Toupin | $20,989 | $18,893 | $12,064 | $15,762 | $18,600 | $12,296 | $7,778 | $10,766 | $16,740 |
With respect to each Fund, the affirmative vote of a majority of the Shares present in person at the Annual Meeting or represented by proxy and entitled to vote on the matter at the Annual Meeting at which a quorum is present is necessary to elect a Trustee nominee. Abstentions will have the same effect as votes against the election of a Trustee nominee. “Broker non-votes” (i.e., Shares held by brokers or nominees as to which (i) instructions have not been received from the beneficial owner or the persons entitled to vote and (ii) the broker does not have discretionary voting power on a particular matter) will have no effect on the outcome of the vote on a Trustee nominee. 21
The holders of the Shares will have equal voting rights (i.e., one vote per Share). The Board unanimously recommends that shareholders vote “FOR” FOR” each of the nominees of the Board of your Fund. 22
Further Information About Voting and the Annual Meeting
Quorum. With respect to each Fund, the holders of a majority of the Shares entitled to vote on any matter at a meeting present in person or by proxy shall constitute a quorum at such meeting of the shareholders for purposes of conducting business on such matter. Votes withheld, abstentions and broker non-votes (i.e., Shares held by brokers or nominees as to which (i) instructions have not been received from the beneficial owner or the persons entitled to vote and (ii) the broker does not have discretionary voting power on a particular matter) will be counted as Shares present at the Annual Meeting for quorum purposes.
Record Date. The Board has fixed the close of business on March 21, 2018,February 8, 2021, as the Record Date for the determination of shareholders of each Fund entitled to notice of, and to vote at, the Annual Meeting. Shareholders of each Fund as of the close of business on the Record Date will be entitled to one vote on each matter to be voted on by such Fund for each Share held and a fractional vote with respect to fractional Shares with no cumulative voting rights.
Joint Meeting. The Annual Meeting is scheduled as a joint meeting of the Funds, and certain affiliated funds, whose votes on similar proposals applicable to such fundsFunds are being solicited separately, because the shareholders of the fundsFunds are expected to consider and vote on similar matters. In the event that any shareholder present at the Annual Meeting objects to the holding of a joint meeting and moves for the adjournment of his or her Fund’s meeting to a time immediately after the Annual Meeting so that each Fund’s meeting may be held separately, the persons named as proxies will vote in favor of such adjournment. Shareholders of each Fund will vote separately on the respective Proposal relating to their Fund. In any event, an unfavorable vote on any Proposal by the shareholders of one Fund will not affect the implementation of such Proposal by another Fund if the Proposal is approved by the shareholders of that Fund.
How to Vote Your Shares. Whether or not you plan to attend the Annual Meeting, we urge you to complete, sign, date, and return the enclosed proxy card in the postage-paid envelope provided or vote via telephone or the Internet so your Shares will be represented at the Annual Meeting. Instructions regarding how to vote via telephone or the Internet are included on the enclosed proxy card. The required control number for Internet and telephone voting is printed on the enclosed proxy card. The control number is used to match proxy cards with shareholders’ respective accounts and to ensure that, if multiple proxy cards are executed, Shares are voted in accordance with the proxy card bearing the latest date. All Shares represented by properly executed proxies received prior to the Annual Meeting will be voted at the Annual Meeting in accordance with the 23
instructions marked thereon or otherwise as provided therein. If you sign the proxy card, but don’t fill in a vote, your Shares will be voted in accordance with the Board’s recommendation. recommendation (i.e., “FOR” each of the nominees). If any other business is brought before the Annual Meeting, your Shares will be voted atin the proxies’ best judgment or discretion. Shareholders who execute proxy cards or record voting instructions via telephone or the Internet may revoke them at any time before they are voted by filing with the Secretary of the Funds a written notice of revocation, by delivering (including via telephone or the Internet) a duly executed proxy bearing a later date or by attending the Annual Meeting and voting in person.voting. Merely attending the Annual Meeting, however, will not revoke any previously submitted proxy.
Attending the Annual Meeting. If you wish to attendThe Annual Meeting will be held in a virtual meeting format only. Shareholders of record on the Record Date for the Annual Meeting may participate in and vote in person, you will be able to do so. If you intend to attendat the Annual Meeting on the Internet by virtual means. To participate in person and you are a record holder of a Fund’s Shares, in order to gain admission you must show photographic identification, such as your driver’s license. If you intend to attend the Annual Meeting, shareholders must register in personadvance by visiting https://www.viewproxy.com/Guggenheim/broadridgevsm/ and you hold your Shares through a bank, broker or other custodian, in ordersubmitting the requested required information to gain admission you must show photographic identification, such as your driver’s license,Broadridge Financial Solutions, Inc. (“Broadridge”), the Funds’ proxy tabulator. Only shareholders of record on the Record Date are entitled to notice of, and satisfactory proof of ownership of Shares of a Fund, such as your voting instruction form (or a copy thereof) or broker’s statement indicating ownership as of a recent date. If you hold your Shares in a brokerage account or through a bank or other nominee, you will not be able to vote in person at the annual meeting unless you have previously requested and obtained a “legal proxy” from your broker, bank or other nominee and present it at, the Annual Meeting. YouMeeting or any postponement or adjournment thereof. For additional information on how you can attend and participate in the Annual Meeting, please see How do I vote my Shares? on page 3 of this Proxy Statement. If you have any questions regarding how to participate in and vote at the Annual Meeting, you may contact the Funds at (800) 345-7999 to obtain directions to the site of the Annual Meeting.345-7999. Additional Information Regarding Voting. Broker-dealer firms holding Shares of a Fund in “street name” for the benefit of their customers and clients will request the instructions of such customers and clients on how to vote their shares on the Proposal before the Annual Meeting. The Funds understand that, under the rules of the NYSE, such broker-dealer firms may for certain “routine” matters, without instructions from their customers and clients, grant discretionary authority to the proxies designated by the Board to vote if no instructions have been received prior to the date specified in the broker-dealer firm’s request for voting instructions. Each Proposal is a “routine” matter and beneficial owners who do not provide proxy instructions or who do not return a proxy card may have their Shares voted by broker-dealer firms in favor of the Proposal. A properly executed proxy card or other authorization by a beneficial owner of Shares that does not specify how the beneficial owner’s Shares should be voted on the Proposal may be deemed an instruction to vote such Shares in favor of the Proposal. Broker-dealers who are not members of the NYSE may be subject to other rules, which may or may not permit them to vote your Shares without instruction. We urge you to provide instructions to your bank, broker or other nominee so that your votes may be counted. The Funds will update certain data regarding the Funds, including performance data, on a monthly basis on its website at 24
www.guggenheiminvestments.com.
www.guggenheiminvestments.com. Investors and others are advised to periodically check the website for updated performance information and the release of other material information about the Funds. Investment Adviser and Investment Sub-Advisers Sub-Adviser Guggenheim Funds, a subsidiary of Guggenheim Partners, LLC (“Guggenheim Partners”), acts as each Fund’s investment adviser pursuant to an investment advisory agreement between each Fund and Guggenheim Funds. Guggenheim Funds is a registered investment adviser and acts as investment adviser to a number of closed-end and open-end investment companies. Guggenheim Funds is a Delaware limited liability company with principal offices located at 227 West Monroe Street, 7th Floor, Chicago, Illinois 60606. Guggenheim Partners is a diversified financial services firm with wealth management, capital markets, investment management and proprietary investing businesses, whose clients are a mix of individuals, family offices, endowments, foundations, insurance companies and other institutions that have entrusted Guggenheim Partners with the supervision of more than $305$310 billion of assets as of December 31, 2017.2020. Guggenheim Partners is headquartered in Chicago and New York with a global network of offices throughout the United States, Europe, and Asia. Guggenheim Partners Investment Management, LLC (“GPIM”), an affiliate of Guggenheim Partners, acts as each Fund’s investment sub-adviser to GBAB, GGM, GPM, and GOF pursuant to separate sub-advisory agreements among each such Fund, the Adviser and GPIM. GPIM is a Delaware limited liability company, with its principal offices located at 100 Wilshire Boulevard, Santa Monica, California 90401. Advisory Research, Inc. (“ARI”), a Delaware corporation, acts as investment sub-adviser to FMO pursuant to an investment sub-advisory agreement among FMO, the Adviser and ARI. ARI is a wholly-owned subsidiary of Piper Jaffray Companies. The ARI MLP & Energy Infrastructure Team (“MLP Team”) is located at 8235 Forsyth Boulevard, Saint Louis, Missouri 63105. As of December 31, 2017, the MLP Team at Advisory Research, Inc. managed approximately $3.8 billion in MLP and energy infrastructure assets for open and closed end mutual funds, public and corporate pension plans, endowments and foundations and private wealth individuals.
MUFG Investor Services (US) (formerly Rydex Fund Services, LLC) (“MUFG”) , serves as the Funds’ administrator. PriorMUFG is located at 805 King Farm Boulevard, Rockville, Maryland 20850. Pursuant to October 4, 2016,an administration agreement with each Fund, MUFG was an affiliate of Guggenheimprovides certain administrative, bookkeeping and accounting services to the Funds. MUFG also provides certain fund accounting services to the Funds and GPIM. On October 4, 2016, Guggenheim Partners completedpursuant to a sale of Rydex Fund Services, LLC to MUFG Investor Services, the global asset servicing group of Mitsubishi UFJ Financial Group and Rydex Fund Services, LLC was renamed MUFG Investor Services (US) LLC.25
fund accounting agreement.Independent Registered Public Accounting Firm Ernst & Young LLP (“E&Y”) has been selected as the independent registered public accounting firm for the Funds by the Audit Committees of the Funds and approved by a majority of each Fund’s Board, including a majority of the Independent Trustees, to audit the accounts of the Funds for and during each Fund’s current fiscal year. The Funds do not know of any direct or indirect financial interest of E&Y in the Funds. Representatives of E&Y will be available to attend the Annual Meeting, will have the opportunity to make a statement if they desire to do so and will be available to answer questions if necessary. Audit Fees. For each Fund’s two most recently completed fiscal years, the aggregate fees billed to each Fund by E&Y for professional services rendered for the audit of such Fund’s annual financial statements are set forth on Annex A.A. Audit-Related Fees. For each Fund’s two most recently completed fiscal years, the aggregate fees billed by E&Y and approved by the Audit Committee of each Fund for assurance and related services reasonably related to the performance of the audit of such Fund’s annual financial statements (such fees relate to services rendered, and out of pocket expenses incurred, in connection with the Funds’ registration statements, comfort letters and consents) are set forth on Annex A.A. E&Y did not perform any other assurance and related services that were required to be approved by the Funds’ Audit Committees for such fiscal years.
Tax Fees. For each Fund’s two most recently completed fiscal years, the aggregate fees billed by E&Y and approved by the Audit Committee of each Fund for professional services rendered for tax compliance, tax advice, and tax planning (such fees relate to tax services provided by E&Y in connection with the Fund’s excise tax calculations and review of the Fund’s tax returns) are set forth on Annex A.A. E&Y did not perform any other tax compliance or tax planning services or render any tax advice that were required to be approved by the Funds’ Audit Committee for such period.
All Other Fees. Fees. For each Fund’s two most recently completed fiscal years, the aggregate fees billed for products and services provided by E&Y, other than the services reported above in Audit Fees, Audit-Related Fees, and Tax Fees are set forth on Annex A.A. Aggregate Non-Audit Fees. For each Fund’s two most recently completed fiscal years, the aggregate non-audit fees billed by E&Y for services rendered to each Fund, Guggenheim Funds, and any entity controlling, controlled by or under common control with Guggenheim Funds that provides ongoing services to the Fund (not including an investment sub-adviser whose primary role is portfolio management and is sub-contracted with or overseen by another investment adviser) 26
that directly related to the operations and financial reporting of the Fund are set forth on Annex A.A . Audit Committee’s Pre-Approval Policies and Procedures As noted above, the Audit Committee is governed by the Audit Committee Charter, which includes Pre-Approval Policies and Procedures in Section IVV of such Charter. Specifically, sections V.B.2 and V.B.3 of the Audit Committee Charter contain the Pre-Approval Policies and Procedures and such sections are included below.below reformatted for this Proxy. V.B.2.Pre-Approval Policy (Trusts). Pre-approve any engagement of the independent auditors to provide any non-prohibited services, other than “prohibited non-audit services,” to the Trust, including the fees and other compensation to be paid to the independent auditors (unless an exception is available under Rule 2-01 of Regulation S-X).
(a) The categories of services to be reviewed and considered for pre-approval include the following (collectively, “Identified Services”): Annual financial statement audits •
Seed audits (related to new product filings, as required) •
SEC and regulatory filings and consents
Accounting consultations •
Fund merger/reorganization support services •
Other accounting related matters •
Agreed upon procedures reports •
Other internal control reports
Recurring tax services: o Preparation of Federal and state income tax returns, including extensions
o Preparation of calculations of taxable income, including fiscal year tax designations
o Preparation of annual Federal excise tax returns (if applicable)
o Preparation of calendar year excise distribution calculations
o Calculation of tax equalization on an as-needed basis
o Preparation of the estimated excise distribution calculations on an as-needed basis
o Preparation of quarterly Federal, state and local and franchise tax estimated tax payments on an as-needed basis
27
| o | Preparation of Federal and state income tax returns, including extensions |
| o | Preparation of calculations of taxable income, including fiscal year tax designations |
| o | Preparation of annual Federal excise tax returns (if applicable) |
| o | Preparation of calendar year excise distribution calculations |
| o | Calculation of tax equalization on an as-needed basis |
| o | Preparation of monthly/quarterly estimates of tax undistributed position for closed-end funds |
| o | Preparation of the estimated excise distribution calculations on an as-needed basis |
| o | Preparation of calendar year shareholder reporting designations on Form 1099 |
| o | Preparation of quarterly Federal, state and local and franchise tax estimated tax payments on an as-needed basis |
| o | Preparation of state apportionment calculations to properly allocate Fund taxable income among the states for state tax filing purposes |
| o | Assistance with management’s identification of passive foreign investment companies (PFICs) for tax purposes |
o Preparation of state apportionment calculations to properly allocate Fund taxable income among the states for state tax filing purposes
o Provision of tax compliance services in India for Funds with direct investments in India
o Assistance with management’s identification of passive foreign investment companies (PFICs) for tax purposes
•
Permissible non-recurring tax services upon request: o Assistance with determining ownership changes which impact a Fund’s utilization of loss carryforwards
o Assistance with calendar year shareholder reporting designations on Form 1099
o Assistance with corporate actions and tax treatment of complex securities and structured products
o Assistance with IRS ruling requests and calculation of deficiency dividends
o Conduct training sessions for the Adviser’s internal tax resources
o Assistance with Federal, state, local and international tax planning and advice regarding the tax consequences of proposed or actual transactions
o Tax services related to amendments to Federal, state and local returns and sales and use tax compliance
o RIC qualification reviews
o Tax distribution analysis and planning
o Tax authority examination services
o Tax appeals support services
o Tax accounting methods studies
o Fund merger, reorganization and liquidation support services
o Tax compliance, planning and advice services and related projects
| o | Assistance with determining ownership changes which impact a Fund’s utilization of loss carryforwards |
| o | Assistance with corporate actions and tax treatment of complex securities and structured products |
| o | Assistance with IRS ruling requests and calculation of deficiency dividends |
| o | Conduct training sessions for the Adviser’s internal tax resources |
| o | Assistance with Federal, state, local and international tax planning and advice regarding the tax consequences of proposed or actual transactions |
| o | Tax services related to amendments to Federal, state and local returns and sales and use tax compliance |
| o | RIC qualification reviews |
| o | Tax distribution analysis and planning |
| o | Tax authority examination services |
| o | Tax appeals support services |
| o | Tax accounting methods studies |
| o | Fund merger, reorganization and liquidation support services |
| o | Tax compliance, planning and advice services and related projects |
| o | Assistance with out of state residency status |
| o | Provision of tax compliance services in India for Funds with direct investments in India |
(b) The Committee has pre-approved Identified Services for which the estimated fees are less than $25,000.
(c) For Identified Services with estimated fees of $25,000 or more, but less than $50,000, the Chair or any member of the Committee designated by the Chair is hereby authorized to pre-approve such services on behalf of the Committee.
(d) For Identified Services with estimated fees of $50,000 or more, such services require pre-approval by the Committee.
(e) All requests for Identified Services to be provided by the independent auditor that were pre-approved by the Committee shall 28
be submitted to the Principal/Chief Accounting Officer (“CAO”) of the Trust by the independent auditor using the pre-approval request form attached as Appendix C to the Audit Committee Charter. The Trust’s CAO will determine whether such services are included within the list of services that have received the general pre-approval of the Committee.
(f) The independent auditors or the CAO of the Trust (or an officer of the Trust who reports to the CAO) shall report to the Committee at each of its regular quarterlyscheduled meetings all audit, audit-related and permissible non-audit services initiated since the last such report (unless the services were contained in the initial audit plan, as previously presented to, and approved by, the Committee). The report shall include a general description of the services and projected fees, and the means by which such services were approved by the Committee (including the particular category of Identified Services under which pre-approval was obtained). V.B.3.
V.B.3. Pre-Approval Policy (Adviser or Any Control Affiliate) Pre-approve any engagement of the independent auditors, including the fees and other compensation to be paid to the independent auditors, to provide any non-audit services to the Adviser (or any “control affiliate” of the Adviser providing ongoing services to the Trust), if the engagement relates directly to the operations and financial reporting of the Trust (unless an exception is available under Rule 2-01 of Regulation S-X). (a) The Chair or any member of the Committee designated by the Chair may grant the pre-approval for non-audit services to the Adviser (or any “control affiliate” of the Adviser providing ongoing services to the Trust) relating directly to the operations and financial reporting of the Trust for which the estimated fees are less than $25,000. All such delegated pre-approvals shall be presented to the Committee no later than the next regularly scheduled Committee meeting. (b) For non-audit services to the Adviser (or any “control affiliate” of the Adviser providing ongoing services to the Trust) relating directly to the operations and financial reporting of the Trust for which the estimated fees are $25,000 or more, such services require pre-approval by the Committee. The Audit Committee has pre-approved all audit and non-audit services provided by E&Y to the Funds, and all non-audit services provided by E&Y to Guggenheim Funds, or any entity controlling, controlled by, or under common control with Guggenheim Funds that provides ongoing services to the Funds that are related to the operations of the Funds for the Funds’ two most recently completed fiscal years. None of the services described above for the Funds’ two most recently completed fiscal years were approved by the Audit Committee pursuant to the pre-29
approvalpre-approval exception under Rule 2-01(c)(7)(i)(C) of Regulation S-X promulgated by the SEC.
As of the Record Date, to the knowledge of each Fund, no person beneficially owned more than 5% of the voting securities of any class of securities of any of the Funds, except as set forth on Annex B.B. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Securities Exchange Act of 1934, and Section 30(h) of the 1940 Act require each Fund’s officers and Trustees, certain officers of each Fund’s investment adviser, affiliated persons of the investment adviser, and persons who beneficially own more than ten percent of a Fund’s shares to file certain reports of ownership (“Section 16 filings”) with the SEC and the NYSE. Based upon each Fund’s review of the copies of such forms effecting the Section 16 filings received by it, each Fund believes that for its most recently completed fiscal year, all filings applicable to such persons were completed and filed in a timely manner.manner, except as follows: a Form 3 filing (relating to an initial statement of beneficial ownership of securities for each Fund) for Perry Hollowell, a portfolio manager of GPM, was inadvertently delayed. Privacy Principles of the Funds The Funds are committed to maintaining the privacy of shareholders and to safeguarding their non-public personal information. The following information is provided to help you understand what personal information the Funds collect, how the Funds protect that information and why, in certain cases, the Funds may share information with select other parties. Generally, the Funds do not receive any non-public personal information relating to their shareholders, although certain non-public personal information of their shareholders may become available to the Funds. The Funds do not disclose any non-public personal information about their shareholders or former shareholders to anyone, except as permitted by law or as is necessary in order to service shareholder accounts (for example, to a transfer agent or third party administrator). The Funds restrict access to non-public personal information about their shareholders to employees of Guggenheim Funds with a legitimate business need for the information. The Funds maintain physical, electronic and procedural safeguards designed to protect the non-public personal information of their shareholders. Deadline and Requirements for Shareholder Proposals Each Fund’s Amended and Restated By-Laws (the “By-Laws”) require compliance with certain procedures for a shareholder to properly make a nomination for election as a Trustee or to propose other business for the Fund. If a shareholder who is entitled to do so under a Fund’s By-Laws wishes to nominate a person or persons for election as a Trustee or propose other business for the Fund, that shareholder must provide a written notice to the Secretary of the Fund at the 30
Fund’s principal executive offices. Such notice must include certain information about the proponent and the proposal, or in the case of a nomination, the nominee. A copy of each Fund’s By-Laws, which includes the provisions regarding the requirements for shareholder nominations and proposals, may be obtained by writing to the Secretary of the Fund at 227 West Monroe Street, 7th Floor, Chicago, Illinois 60606. Any shareholder considering making a nomination or other proposal should carefully review and comply with those provisions of the Fund’s By-Laws. Shareholder proposals intended for inclusion in a Fund’s proxy statement in connection with the 20192022 annual meeting of shareholders pursuant to Rule 14a-8 under the Exchange Act must be received by the Fund at the Fund’s principal executive offices by November 26, 2018October 9, 2021 in order to be considered for inclusion in the Fund’s proxy statement. Timely submission of a proposal does not necessarily mean that such proposal will be included in the Fund’s proxy statement. A proposal, other than a proposal submitted pursuant to Rule 14a-8, must be received by the Fund’s Secretary at the Fund’s principal executive offices not earlier than December 27, 2018November 9, 2021 and not later than January 26, 2019December 9, 2021 (which is also the date after which shareholder nominations and proposals made outside of Rule 14a-8 under the Exchange Act would not be considered “timely” within the meaning of Rule 14a-4(c) under the Exchange Act). If a proposal is not “timely” within the meaning of Rule 14a-4(c), then the persons named as proxies in the proxies solicited by the Board for the 20192022 annual meeting of shareholders may exercise discretionary voting power with respect to any such proposal. Expenses of Proxy Solicitation The cost of the Annual Meeting, including the costs of preparing and mailing the notice, proxy statement and proxy, and the solicitation of proxies, including reimbursement to broker-dealers and others who forwarded proxy materials to their clients, will be borne by the Funds. Costs will be borne by the Funds in proportion to the number of proxies solicited on behalf of a Fund to the total proxies solicited on behalf of all of the Funds. Certain officers of the Fund and certain officers and employees of Guggenheim Funds or their respective affiliates (none of whom will receive additional compensation therefore) may solicit proxies by telephone, mail, e-mail and/or personal interviews. Brokerage houses, banks and other fiduciaries may be requested to forward proxy solicitation materials to their principals to obtain authorization for the execution of proxies, and will be reimbursed by the Funds for such out-of-pocket expenses. The management of the Funds knows of no other matters which are to be brought before the Annual Meeting. However, if any other matters not now known properly come before the Annual Meeting, it is the intention of the persons named in the enclosed form of proxy to vote such proxy in accordance with their best judgment or discretion on such matters. 31
Failure of a quorum to be present at the Annual Meeting may result in an adjournment. The chair of the Annual Meeting may also move for an adjournment of to permit further solicitation of proxies with respect to a Proposal if he or she determines that adjournment and further solicitation are reasonable and in the best interests of the applicable Fund’s shareholders. Any adjourned meeting or meetings may be held without the necessity of another notice. Please vote promptly by signing and dating each enclosed proxy card and returning it in the accompanying postage-paid return envelope or by following the enclosed instructions to vote by telephone or over the Internet.
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be Held on April 26, 20188, 2021 This Proxy Statement is available on the Internet at www.proxyvote.com.32
www.proxyvote.com.
Annex A
Audit and Other Fees
| | | | Non-Audit Fees | | | | Fiscal | Audit | Audit | | | Total | | | Fund | Year End | Fees | Related | Tax | Other | Non-Audit | Total | | FMO | 11/30 | $50,331 | $0 | $145,795 | $0 | $145,795 | $196,126 | | GBAB | 5/31 | $51,370 | $0 | $10,633 | $0 | $10,633 | $62,003 | | GGM | 5/31 | $42,314 | $21,550 | $10,633 | $0 | $32,183 | $74,497 | | GPM | 12/31 | $26,222 | $7,700 | $8,441 | $0 | $16,141 | $42,363 | | GOF | 5/31 | $63,651 | $29,750 | $13,378 | $0 | $43,128 | $106,779 |
| | | | Non-Audit Fees | | | | Fiscal | Audit | Audit | | | Total | | | Fund | Year End | Fees | Related | Tax | Other | Non-Audit | Total | | FMO | 11/30 | $48,901 | $7,700 | $124,100 | $0 | $131,800 | $180,701 | | GBAB | 5/31 | $49,867 | $0 | $10,323 | $0 | $10,323 | $60,190 | | GGM | 5/31 | $46,075 | $0 | $10,323 | $0 | $10,323 | $56,398 | | GPM | 12/31 | $25,451 | $3,950 | $8,195 | $0 | $12,145 | $37,596 | | GOF | 5/31 | $65,640 | $22,050 | $12,988 | $0 | $35,038 | $100,678 |
A-1
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Principal Shareholders
| | Shareholder Name | Class | Share | Percentage | | Fund | and Address | of Shares | Holdings | Owned | | FMO | First Trust Portfolios L.P., | Common | 2,960,726 | 8.37% | | | First Trust Advisors L.P., | | | | | | and The Charger Corporation | | | | | | 120 East Liberty Drive, | | | | | | Suite 400 | | | | | | Wheaton, IL 60187 | | | | | | | | | | | GBAB | Guggenheim Capital, LLC: | Common | 1,177,888 | 6.76% | | | 227 West Monroe Street, | | | | | | Chicago, IL 60606 | | | | | | Guggenheim Partners, LLC: | | | | | | 227 West Monroe Street, | | | | | | Chicago, IL 60606 | | | | | | GI Holdco II LLC: | | | | | | 330 Madison Avenue, | | | | | | New York, NY 10017 | | | | | | GI Holdco LLC: | | | | | | 330 Madison Avenue, | | | | | | New York, NY 10017 | | | | | | Guggenheim Partners | | | | | | Investment Management | | | | | | Holdings, LLC: | | | | | | 330 Madison Avenue, | | | | | | New York, NY 10017 | | | | | | Guggenheim Partners | | | | | | Investment Management, LLC: | | | | | | 100 Wilshire Boulevard, | | | | | | 5th Floor, | | | | | | Santa Monica, CA 904011 | | | | | | | | | | | GGM | First Trust Portfolios L.P., | Common | 1,384,250 | 18.79% | | | First Trust Advisors L.P., and | | | | | | The Charger Corporation | | | | | | 120 East Liberty Drive, | | | | | | Suite 400 | | | | | | Wheaton, IL 60187 | | | | | | | | | | | GPM | Advisors Asset | Common | 2,607,923 | 5.42% | | | Management, Inc. | | | | | | 18925 Base Camp Road | | | | | | Monument, CO 80132 | | | | | | | | | | | GOF | Morgan Stanley and | Common | 1,362,283 | 6.0% | | | Morgan Stanley Smith Barney, | | | | | | LLC | | | | | | 1585 Broadway | | | | | | New York, NY 10036 | | | |
* | The information contained in this table is based on the Funds' review of Schedule 13D, Schedule 13G and other regulatory filings made on or before March 26, 2018. |
B-1
Audit and Other Fees
Fiscal Year ended 2020 | Fund | Fiscal
Year End | Audit
Fees | | Non-Audit Fees | | Total | | Audit Related | Tax | Other | Total Non-Audit | | GBAB | 5/31 | $69,276 | $0 | $10,952 | $0 | $10,952 | $80,228 | | GGM | 5/31 | $75,089 | $0 | $10,952 | $0 | $10,952 | $86,041 | | GPM | 12/31 | $27,350 | $0 | $8,694 | $0 | $8,694 | $36,044 | | GOF | 5/31 | $97,616 | $0 | $13,779 | $0 | $13,779 | $111,395 |
Fiscal Year ended 2019 | Fund | Fiscal
Year End | Audit
Fees | | Non-Audit Fees | | Total | | Audit Related | Tax | Other | Total Non-Audit | | GBAB | 5/31 | $67,586 | $0 | $10,633 | $0 | $10,633 | $78,219 | | GGM | 5/31 | $73,258 | $0 | $10,633 | $0 | $10,633 | $83,891 | | GPM | 12/31 | $26,683 | $0 | $8,441 | $0 | $8,441 | $35,124 | | GOF | 5/31 | $95,235 | $0 | $13,378 | $0 | $13,378 | $108,613 |
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Annex B Fund | Shareholder Name and Address
| | Share Holdings | Percentage
Owned | GGM | First Trust Portfolios L.P., First Trust Advisors L.P., and | Common | 1,008,678 | 11.70% | | | The Charger Corporation | | | | | | 120 East Liberty Drive, Suite 400 | | | | | | Wheaton, IL 60187 | | | | GPM | Karpus Management, Inc. | Common | 4,838,871 | 10.01% | | | 183 Sully’s Trail | | | | | | Pittsford, New York 14534 | | | |
* The information contained in this table is based on the Funds’ review of Schedule 13D, Schedule 13G and other regulatory filings made on or before March 1, 2021.
B–1
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| | P.O. BOX 9112 |
FARMINGDALE, NY 11735
|  | SCAN TO VIEW MATERIALS & VOTE |  |
|  | To vote by Internet 1) Read the Proxy Statement and have the proxy card below at hand.
2) Go to website www.proxyvote.com
or scan the QR Barcode above 3) Follow the instructions provided on the website. | | | To vote by Telephone 1) Read the Proxy Statement and have the proxy card below at hand.
2) Call 1-800-690-6903
3) Follow the instructions.
| |  | To vote by Mail 1) Read the Proxy Statement.
2) Check the appropriate boxes on the proxy card below.
3) Sign and date the proxy card.
4) Return the proxy card in the envelope provided. Vote at the Virtual Annual Meeting To attend and vote at the virtual meeting, please register at https://viewproxy.com/Guggenheim/broadridgevsm/ |
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E38618-P05086 KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLYGuggenheim Taxable Municipal Managed Duration Trust
| | | | | TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | | | | D32973-P48962 | KEEP THIS PORTION FOR YOUR RECORDS | | | DETACH AND RETURN THIS PORTION ONLY |
Guggenheim Taxable Municipal Bond & Investment Grade Debt Trust | 1. | To elect Trustees in the following manner: | | | | | Class II Nominees to serve until 20212024 annual | | | | | meeting or until a successor is elected and | | | | | qualified: | For
| Against
| Abstain | | | 1a. | Jerry B. FarleyThomas F. Lydon, Jr. | ☐ | ☐ | ☐ | | | 1b. | Roman Friedrich III | ☐ | ☐ | ☐ | | | 1c. | Ronald A. Nyberg | ☐ | ☐ | ☐ | | 2. | To transact such other business as may properly come before the Annual Meeting or any adjournments, postponements or delays thereof. |
2. To transact such other business as may properly come before the Annual Meeting or any adjournments, postponements or delays thereof.
PLEASE COMPLETE, DATE AND SIGN THIS PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE Please sign here exactly as your name appears in the records of the FundTrust and date. If the shares are held jointly, each holder should sign. When signing as an attorney, executor, administrator, trustee, guardian, officer of a corporation or other entity or in any other representative capacity, please give the full title under signature(s).
|
| | | | | Signature [PLEASE SIGN WITHIN BOX] Date | Date | | Signature [Joint Owners] | Date |
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE SHAREHOLDER MEETING: THE PROXY STATEMENT IS AVAILABLE AT
www.proxyvote.com
E38619-P05086You can register to attend the virtual shareholder meeting athttps://www.viewproxy.com/Guggenheim/broadridge/vsm/
D32974-P48962Solicited on behalf of the Board of Trustees
GUGGENHEIM TAXABLE MUNICIPAL MANAGED DURATIONBOND & INVESTMENT GRADE DEBT TRUST
Annual Meeting of Shareholders
April 26, 20188, 2021 The Annual Meeting of Shareholders of Guggenheim Taxable Municipal Managed DurationBond & Investment Grade Trust (the "Trust"“Trust”) will be held at the offices of Guggenheim Funds Investment Advisors, LLC, 227 West Monroe Street, 7th Floor, Chicago, IL 60606,virtually, on Thursday, April 26, 2018,8, 2021, at 11:10:00 a.m. Central Time (the "Annual Meeting"“Annual Meeting”). The undersigned hereby appoints Amy J. Lee, Mark E. Mathiasen and Michael P. Megaris, and each of them or their respective designees, with full power of substitution and revocation, as proxies to represent and to vote all shares of the undersigned at the Annual Meeting and all adjournments, postponements or delays thereof, with all powers the undersigned would possess if personally present, upon the matters specified on the reverse side. SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS INDICATED AS TO THE PROPOSAL, THE PROXIES SHALL VOTE FOR SUCH PROPOSAL. THE PROXIES MAY VOTE AT THEIR DISCRETION ON ANY OTHER MATTER WHICH MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS, POSTPONEMENTS OR DELAYS THEREOF. PLEASE SIGN AND DATE ON THE REVERSE SIDE.
PROXY TABULATOR
P.O. BOX 9112
FARMINGDALE, NY 11735
 PROXY TABULATOR
P.O. BOX 9112
FARMINGDALE, NY 11735 | | SCAN TO VIEW MATERIALS & VOTE | |
| | To vote by Internet 1) Read the Proxy Statement and have the proxy card below at hand.
2) Go to website www.proxyvote.com
or scan the QR Barcode above 3) Follow the instructions provided on the website. | | | To vote by Telephone 1) Read the Proxy Statement and have the proxy card below at hand.
2) Call 1-800-690-6903
3) Follow the instructions.
| | | To vote by Mail 1) Read the Proxy Statement.
2) Check the appropriate boxes on the proxy card below.
3) Sign and date the proxy card.
4) Return the proxy card in the envelope provided. Vote at the Virtual Annual Meeting To attend and vote at the virtual meeting, please register at https://viewproxy.com/Guggenheim/broadridgevsm/ |
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
E38620-P05086 KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLYFiduciary/Claymore MLP Opportunity Fund
| | | | | | | 1. | To elect Trustees in the following manner: | | | | | Class II Nominees to serve until 2021 annual
| | | | | meeting or until successor is elected and
| For | Against | Abstain | | qualified:
| | | | | 1a. | Jerry B. Farley | ☐ | ☐ | ☐ | | | 1b. | Roman Friedrich III | ☐ | ☐ | ☐ | | | 1c. | Ronald A. Nyberg | ☐ | ☐ | ☐ | | 2. | To transact such other business as may properly come before the Annual Meeting or any adjournments, postponements or delays thereof. |
PLEASE COMPLETE, DATE AND SIGN THIS PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE
Please sign here exactly as your name appears in the records of the Fund and date. If the shares are held jointly, each holder should sign. When signing as an attorney, executor, administrator, trustee, guardian, officer of a corporation or other entity or in any other representative capacity, please give the full title under signature(s).
| TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | | | Signature [PLEASE SIGN WITHIN BOX] Date
| D32975-P48962 | KEEP THIS PORTION FOR YOUR RECORDS | | | Signature [Joint Owners] Date
DETACH AND RETURN THIS PORTION ONLY |
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE SHAREHOLDER MEETING: THE PROXY STATEMENT IS AVAILABLE AT
www.proxyvote.com
E38621-P05086Solicited on behalf of the Board of Trustees
FIDUCIARY/CLAYMORE MLP OPPORTUNITY FUND
Annual Meeting of Shareholders
April 26, 2018
The Annual Meeting of Shareholders of Fiduciary/Claymore MLP Opportunity Fund (the "Fund") will be held at the offices of Guggenheim Funds Investment Advisors, LLC, 227 West Monroe Street, 7th Floor, Chicago, IL 60606, on Thursday, April 26, 2018, at 11:00 a.m. Central Time (the "Annual Meeting"). The undersigned hereby appoints Amy J. Lee, Mark E. Mathiasen and Michael P. Megaris, and each of them or their respective designees, with full power of substitution and revocation, as proxies to represent and to vote all shares of the undersigned at the Annual Meeting and all adjournments, postponements or delays thereof, with all powers the undersigned would possess if personally present, upon the matters specified on the reverse side.
SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS INDICATED AS TO THE PROPOSAL, THE PROXIES SHALL VOTE FOR SUCH PROPOSAL. THE PROXIES MAY VOTE AT THEIR DISCRETION ON ANY OTHER MATTER WHICH MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS, POSTPONEMENTS OR DELAYS THEREOF.
PLEASE SIGN AND DATE ON THE REVERSE SIDE.
PROXY TABULATOR
P.O. BOX 9112
FARMINGDALE, NY 11735
| To vote by Internet
1) Read the Proxy Statement and have the proxy card below at hand.
2) Go to website www.proxyvote.com
3) Follow the instructions provided on the website.
| | To vote by Telephone
1) Read the Proxy Statement and have the proxy card below at hand.
2) Call 1-800-690-6903
3) Follow the instructions.
| | To vote by Mail
1) Read the Proxy Statement.
2) Check the appropriate boxes on the proxy card below.
3) Sign and date the proxy card.
4) Return the proxy card in the envelope provided.
|
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
E38622-P05086 KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLYGuggenheim Enhanced Equity Income Fund | | | | | | | | 1. | To elect Trustees in the following manner: | | | | | Class II Nominees to serve until 20212024 annual | | | | | meeting or until a successor is elected and | For | Against | Abstain | | qualified: | For | Against
| Abstain
| | | 1a. | Jerry B. FarleyThomas F. Lydon, Jr. | ☐ | ☐ | ☐ | | | 1b. | Roman Friedrich III | ☐ | ☐ | ☐ | | | 1c. | Ronald A. Nyberg | ☐ | ☐ | ☐ | | 2. | To transact such other business as may properly come before the Annual Meeting or any adjournments, postponements or delays thereof. |
2. To transact such other business as may properly come before the Annual Meeting or any adjournments, postponements or delays thereof.
PLEASE COMPLETE, DATE AND SIGN THIS PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE Please sign here exactly as your name appears in the records of the FundTrust and date. If the shares are held jointly, each holder should sign. When signing as an attorney, executor, administrator, trustee, guardian, officer of a corporation or other entity or in any other representative capacity, please give the full title under signature(s). |
| | | | | Signature [PLEASE SIGN WITHIN BOX] Date | Date | | Signature [Joint Owners] | Date |
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE SHAREHOLDER MEETING: THE PROXY STATEMENT IS AVAILABLE AT
www.proxyvote.com You can register to attend the virtual shareholder meeting at https://www.viewproxy.com/Guggenheim/broadridge/vsm/
E38623-P05086D32976-P48962Solicited on behalf of the Board of Trustees
GUGGENHEIM ENHANCED EQUITY INCOME FUND
Annual Meeting of Shareholders
April 26, 20188, 2021 The Annual Meeting of Shareholders of Guggenheim Enhanced Equity Income Fund (the "Fund"“Fund”) will be held at the offices of Guggenheim Funds Investment Advisors, LLC, 227 West Monroe Street, 7th Floor, Chicago, IL 60606,virtually, on Thursday, April 26, 2018,8, 2021, at 11:10:00 a.m. Central Time (the "Annual Meeting"“Annual Meeting”). The undersigned hereby appoints Amy J. Lee, Mark E. Mathiasen and Michael P. Megaris, and each of them or their respective designees, with full power of substitution and revocation, as proxies to represent and to vote all shares of the undersigned at the Annual Meeting and all adjournments, postponements or delays thereof, with all powers the undersigned would possess if personally present, upon the matters specified on the reverse side. SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS INDICATED AS TO THE PROPOSAL, THE PROXIES SHALL VOTE FOR SUCH PROPOSAL. THE PROXIES MAY VOTE AT THEIR DISCRETION ON ANY OTHER MATTER WHICH MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS, POSTPONEMENTS OR DELAYS THEREOF. PLEASE SIGN AND DATE ON THE REVERSE SIDE.
PROXY TABULATOR
P.O. BOX 9112
FARMINGDALE, NY 11735
PROXY TABULATOR
P.O. BOX 9112
FARMINGDALE, NY 11735 | | SCAN TO VIEW MATERIALS & VOTE | |
| | To vote by Internet 1) Read the Proxy Statement and have the proxy card below at hand.
2) Go to website www.proxyvote.com
or scan the QR Barcode above 3) Follow the instructions provided on the website. | | | To vote by Telephone 1) Read the Proxy Statement and have the proxy card below at hand.
2) Call 1-800-690-6903
3) Follow the instructions.
| | | To vote by Mail 1) Read the Proxy Statement.
2) Check the appropriate boxes on the proxy card below.
3) Sign and date the proxy card.
4) Return the proxy card in the envelope provided. Vote at the Virtual Annual Meeting To attend and vote at the virtual meeting, please register at https://viewproxy.com/Guggenheim/broadridgevsm/ |
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
E38624-P05086 KEEP THIS PORTION FOR YOUR RECORDS
| | | | TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | | | | D32977-P48962 | KEEP THIS PORTION FOR YOUR RECORDS | | | DETACH AND RETURN THIS PORTION ONLY |
Guggenheim Credit Allocation Fund | | | | | | | | 1. | To elect Trustees in the following manner: | | | | | Class II Nominees to serve until 20212024 annual | | | | | meeting or until a successor is elected and | For | Against | Abstain | | qualified: | For
| Against
| Abstain | | | 1a. | Jerry B. FarleyThomas F. Lydon, Jr. | ☐ | ☐ | ☐ | | | 1b. | Roman Friedrich III | ☐ | ☐ | ☐ | | | 1c. | Ronald A. Nyberg | ☐ | ☐ | ☐ | | 2. | To transact such other business as may properly come before the Annual Meeting or any adjournments, postponements or delays thereof. |
2. To transact such other business as may properly come before the Annual Meeting or any adjournments, postponements or delays thereof.
PLEASE COMPLETE, DATE AND SIGN THIS PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE Please sign here exactly as your name appears in the records of the FundTrust and date. If the shares are held jointly, each holder should sign. When signing as an attorney, executor, administrator, trustee, guardian, officer of a corporation or other entity or in any other representative capacity, please give the full title under signature(s). |
| | | | | Signature [PLEASE SIGN WITHIN BOX] Date | Date | | Signature [Joint Owners] | Date |
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE SHAREHOLDER MEETING: THE PROXY STATEMENT IS AVAILABLE AT
www.proxyvote.com E38625-P05086You can register to attend the virtual shareholder meeting at
https://www.viewproxy.com/Guggenheim/broadridge/vsm/
D32978-P48962Solicited on behalf of the Board of Trustees
GUGGENHEIM CREDIT ALLOCATION FUND
Annual Meeting of Shareholders
April 26, 20188, 2021 The Annual Meeting of Shareholders of Guggenheim Credit Allocation Fund (the "Fund"“Fund”) will be held at the offices of Guggenheim Funds Investment Advisors, LLC, 227 West Monroe Street, 7th Floor, Chicago, IL 60606,virtually, on Thursday, April 26, 2018,8, 2021, at 11:10:00 a.m. Central Time (the "Annual Meeting"“Annual Meeting”). The undersigned hereby appoints Amy J. Lee, Mark E. Mathiasen and Michael P. Megaris, and each of them or their respective designees, with full power of substitution and revocation, as proxies to represent and to vote all shares of the undersigned at the Annual Meeting and all adjournments, postponements or delays thereof, with all powers the undersigned would possess if personally present, upon the matters specified on the reverse side. SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS INDICATED AS TO THE PROPOSAL, THE PROXIES SHALL VOTE FOR SUCH PROPOSAL. THE PROXIES MAY VOTE AT THEIR DISCRETION ON ANY OTHER MATTER WHICH MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS, POSTPONEMENTS OR DELAYS THEREOF. PLEASE SIGN AND DATE ON THE REVERSE SIDE.
PROXY TABULATOR
P.O. BOX 9112
FARMINGDALE, NY 11735
PROXY TABULATOR
P.O. BOX 9112
FARMINGDALE, NY 11735 | | SCAN TO VIEW MATERIALS & VOTE | |
| | To vote by Internet 1) Read the Proxy Statement and have the proxy card below at hand.
2) Go to website www.proxyvote.com
or scan the QR Barcode above 3) Follow the instructions provided on the website. | | | To vote by Telephone 1) Read the Proxy Statement and have the proxy card below at hand.
2) Call 1-800-690-6903
3) Follow the instructions.
| | | To vote by Mail 1) Read the Proxy Statement.
2) Check the appropriate boxes on the proxy card below.
3) Sign and date the proxy card.
4) Return the proxy card in the envelope provided. Vote at the Virtual Annual Meeting To attend and vote at the virtual meeting, please register at https://viewproxy.com/Guggenheim/broadridgevsm/ |
| | | | TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: | | | | D32979-P48962 | KEEP THIS PORTION FOR YOUR RECORDS | | | DETACH AND RETURN THIS PORTION ONLY |
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
E38626-P05086 KEEP THIS PORTION FOR YOUR RECORDS
DETACH AND RETURN THIS PORTION ONLYGuggenheim Strategic Opportunities Fund | 1. | To elect Trustees in the following manner: | | | | | Class II Nominees to serve until 2023 annual | | | | | meeting or until a successor is elected and | | | | | qualified: | For | Against | Abstain
| | | | | | | 1a. | Thomas F. Lydon, Jr. | ☐ | ☐ | ☐ | | | | | | | | 1. | To elect Trustees in the following manner: | | | | | Class I Nominees to serve until 2020 annual
| 1b. | | | | meeting or until successor is elected and
| For | Against | Abstain | | qualified:
| | | | | 1a. | Randall C. BarnesRonald A. Nyberg | ☐ | ☐ | ☐ | | | | | 1b. | Donald A. Chubb, Jr. | | | | 1c. | Sandra G. Sponem | ☐ | ☐ | ☐ | | | | | 1c. | Roman Friedrich III | ☐ | ☐ | ☐ | | | | 1d. | Amy J. LeeRonald E. Toupin, Jr. | ☐ | ☐ | ☐ |
2. To transact such other business as may properly come before the Annual Meeting or any adjournments, postponements or delays thereof.
PLEASE COMPLETE, DATE AND SIGN THIS PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE Please sign here exactly as your name appears in the records of the FundTrust and date. If the shares are held jointly, each holder should sign. When signing as an attorney, executor, administrator, trustee, guardian, officer of a corporation or other entity or in any other representative capacity, please give the full title under signature(s). |
| | | | | Signature [PLEASE SIGN WITHIN BOX] Date | Date | | Signature [Joint Owners] | Date |
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE SHAREHOLDER MEETING: THE PROXY STATEMENT IS AVAILABLE AT
www.proxyvote.com E38627-P05086You can register to attend the virtual shareholder meeting at
https://www.viewproxy.com/Guggenheim/broadridge/vsm/
D32980-P48962Solicited on behalf of the Board of Trustees
GUGGENHEIM STRATEGIC OPPORTUNITIES FUND
Annual Meeting of Shareholders
April 26, 20188, 2021 The Annual Meeting of Shareholders of Guggenheim Strategic Opportunities Fund (the "Fund"“Fund”) will be held at the offices of Guggenheim Funds Investment Advisors, LLC, 227 West Monroe Street, 7th Floor, Chicago, IL 60606,virtually, on Thursday, April 26, 2018,8, 2021, at 11:10:00 a.m. Central Time (the "Annual Meeting"“Annual Meeting”). The undersigned hereby appoints Amy J. Lee, Mark E. Mathiasen and Michael P. Megaris, and each of them or their respective designees, with full power of substitution and revocation, as proxies to represent and to vote all shares of the undersigned at the Annual Meeting and all adjournments, postponements or delays thereof, with all powers the undersigned would possess if personally present, upon the matters specified on the reverse side. SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS INDICATED AS TO THE PROPOSAL, THE PROXIES SHALL VOTE FOR SUCH PROPOSAL. THE PROXIES MAY VOTE AT THEIR DISCRETION ON ANY OTHER MATTER WHICH MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS, POSTPONEMENTS OR DELAYS THEREOF. PLEASE SIGN AND DATE ON THE REVERSE SIDE.
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