Valerie Lithotomos
Securities and Exchange Commission
Office of Investment Management
100 F Street, NE
Washington, DC 20549
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RE:
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Guggenheim Closed-End Funds
Preliminary Proxy Statement
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Comment 1
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Please file forms of proxy cards for the Funds.
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Response 1
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Forms of proxy cards for the Funds will filed with the Funds’ Definitive Proxy Statement.
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Comment 2
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Include in the text of Proposal 1 the maximum number of trustees that would be permitted by the amendment.
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Response 2
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The Funds have revised Proposal 1 as requested.
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Comment 3
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Discuss the rationale, and any pros and cons, for increasing the size of the board.
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Response 3
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The governing documents of many registered investment companies allow the size of the board to be established, without limitation, by action of the trustees or directors of such fund from time to time. However, the Agreement Declaration of Trust of each Fund to which Proposal 1 applies provides that the trustees may establish the size of the board within a range of a minimum and maximum number of trustees. Implementing the board consolidation discussed in the Proxy Statement would cause certain Funds
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to exceed the maximum number of trustees permitted by the Agreement and Declaration of Trust. Therefore, shareholder approval is being sought to amend the Agreement and Declaration of Trust to increase the maximum permitted size of the board. Although the board consolidation will increase the size of the board to nine (9) trustees, the amendment would permit a maximum board size of fifteen (15) trustees. This would provide the trustees flexibility to establish the size of the board at such number of trustees as they deem appropriate from time to time, based on factors such as the overall size and composition of the fund complex, without incurring the expense or delay of seeking shareholder approval for further changes in the maximum board size.
The Proxy Statement explains this rationale, stating that “Accordingly, it is proposed that the applicable provision of the Agreement and Declaration of Trust each Fund that provides for a maximum number of Trustees be amended to increase the maximum permissible number of trustees to fifteen (15) to allow for the election of the Trustee nominees, including the Consolidation Nominees, as necessary, and to avoid having to amend the Agreement and Declaration of Trust to appoint or elect additional trustees in the future.”
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Comment 4
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Discuss the expenses associated with an increase in the size of the board.
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Response 4
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As discussed above, while Proposal 1 would establish a maximum board size of fifteen (15) trustees, upon the election of the trustee nominees, the board size would increase only to nine (9). As disclosed in the proxy statement, this increase in the size of the board, together with the new compensation structure proposed to be implemented in connection with the board consolidation, “is not expected to increase a Fund’s expenses by more than one basis point of the Fund’s average net assets on an annual basis.”
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Comment 5
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With respect to “Other Directorships Held by Trustee During the Past Five Years”, disclose only those directorships that fall within the last five years.
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Response 5
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The Funds have reviewed the disclosure as requested and confirmed that only those directorships that fall within the last five years have been disclosed.
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