Julien Bourgeois
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Allison Fumai
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Dechert LLP
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Dechert LLP
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1900 K Street, N.W.
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1095 Avenue of the Americas
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Washington, DC 20006
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New York, NY 10036
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(a)
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(i)(1)
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(i)(2)
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(ii)(1)
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(ii)(2)
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(ii)(3)
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Amendment to Certificate of Trust(6) | |
(b)
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(c)
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Not applicable
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(d)
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Not applicable
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(e)
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(f)
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Not applicable
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(g)
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(i)
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(ii)
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(h)
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(i) | Controlled Equity OfferingSM Sale Agreement among the Registrant, the Investment Adviser and Cantor Fitzgerald & Co.(4) | |
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(ii)
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Amendment to Controlled Equity OfferingSM Sale Agreement among the Registrant, the Investment Adviser and Cantor Fitzgerald & Co.(*) | |
(i)
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Not applicable
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(j)
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(i)
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(ii)
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(k)
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(i)(1)
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(i)(2)
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(ii)(1)
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(ii)(2)
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(ii)(3)
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(iii)(1)
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(iii)(2)
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(iii)(3)
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(iv)(1)
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(iv)(2)
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(iv)(3)
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(iv)(4)
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(iv)(5)
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(iv)(6)
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Amendment No. 5 to Credit Agreement(6) | |
(v)
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(vi)
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(vii)
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(l)
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(m)
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Not applicable
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(n)
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(o)
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Not applicable
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(p)
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(q)
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Not applicable
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(r)
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(i)
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(ii)
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(s)
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(z)
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(1)
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Incorporated herein by reference to Pre-Effective Amendment No. 2 to the Registrant’s Registration Statement on Form N-2 (File Nos. 333-168042 and 811-22437), filed with the Securities and Exchange Commission on September 30, 2010.
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(2)
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Incorporated herein by reference to Pre-Effective Amendment No. 4 to the Registrant’s Registration Statement on Form N-2 (File Nos. 333-168042 and 811-22437), filed with the Securities and Exchange Commission on October 25, 2010.
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(3)
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Incorporated herein by reference to the Registrant’s Registration Statement on Form N-2 (File Nos. 333-233605 and 811-22437), filed with the Securities and Exchange Commission on September 3, 2019.
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(4)
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Incorporated herein by reference to the Registrant’s Registration Statement on Form N-2 (File Nos. 333-233605 and 811-22437), filed with the Securities and Exchange Commission on October 16, 2019.
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(5)
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Incorporated herein by reference to Post-Effective Amendment No. 2 to the Registrant’s Registration Statement on Form N-2 (File Nos. 333-233605 and 811-22437), filed with the Securities and Exchange Commission on August 31, 2020.
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(6)
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Incorporated herein by reference to Post-Effective Amendment No. 3 to the Registrant’s Registration Statement on Form N-2 (File Nos. 333-233605 and 811-22437), filed with the Securities and Exchange Commission on November 20, 2020.
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NYSE Listing Fees
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$2,500
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SEC Registration Fees
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$19,461
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Independent Registered Public Accounting Firm Fees
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$25,000
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Legal Fees
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$200,000
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FINRA Fees
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$23,000
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Miscellaneous
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$10,039
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Total
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$280,000
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Title of Class
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Number of Record Shareholders
as of November 16. 2020 |
Common shares of beneficial interest, par value $0.01 per share
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4
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1. |
Not applicable.
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(a) |
to file, during any period in which offers or sales are being made, a post-effective amendment to the Registration Statement:
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(1) |
to include any prospectus required by Section 10(a)(3) of the Securities Act;
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(2) |
to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in
the information set forth in the Registration Statement;
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(3) |
to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement;
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(b) |
that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of those
securities at that time shall be deemed to be the initial bona fide offering thereof;
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(c) |
to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;
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(d) |
that, for the purpose of determining liability under the Securities Act to any purchaser:
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(1) | if the Registrant is relying on Rule 430B under the Securities Act: |
(A) |
Each prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
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(B) |
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (x), or (xi) for the purpose of
providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the
date of the first
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contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective
date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or
prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was
part of the registration statement or made in any such document immediately prior to such effective date; o
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(2) |
that, for the purpose of determining liability under the Securities Act to any purchaser, if the Registrant is subject to Rule 430C under the Securities Act: Each prospectus filed pursuant to Rule 424(b) under the Securities Act as part of a
registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A under the Securities Act, shall be deemed to be part of and included in the
registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or
deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that
was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use;
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(e) |
that for the purpose of determining liability of the Registrant under the Securities Act to any purchaser in the initial distribution of securities:
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(1) |
any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 497 or 424 under the Securities Act;
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(2) |
free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;
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(3) |
the portion of any other free writing prospectus or advertisement pursuant to Rule 482 under the Securities Act relating to the offering containing material information about the undersigned Registrant or its securities provided by or on
behalf of the undersigned Registrant; and
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(4) |
any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.
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4. |
Registrant undertakes that
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5. |
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of
1934 that is incorporated by reference into the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
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6. |
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised
that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
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7. |
The Registrant undertakes to send by first class mail or other means designed to ensure equally prompt delivery, within two business days of receipt of a written or oral request, any prospectus or Statement of Additional Information.
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*
Randall C. Barnes
Trustee
__________________
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/s/ Brian E. Binder
Brian E. Binder President and Chief Executive Officer (Principal Executive Officer)
/s/ John L. Sullivan
John L. Sullivan
Chief Financial Officer, Chief Accounting Officer, Treasurer and Chief Accounting Officer (Principal Financial and Accounting Officer)
/s/ Amy J. Lee
Amy J. Lee
Trustee, Vice President and Chief Legal Officer
* Signed by Mark E. Mathiasen, pursuant to a power of attorney filed August 31, 2020.
/s/ Mark E. Mathiasen
Mark E. Mathiasen
Attorney-In-Fact
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*
Angela-Brock Kyle
Trustee
__________________
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*
Donald A. Chubb, Jr.
Trustee
__________________
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*
Jerry B. Farley
Trustee
__________________
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*
Roman Friedrich III
Trustee
__________________
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*
Thomas Lydon, Jr.
Trustee
__________________
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*
Ronald A. Nyberg
Trustee
__________________
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*
Sandra G. Sponem
Trustee
__________________
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*
Ronald E. Toupin Jr.
Trustee
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(h)(ii) |
GUGGENHEIM TAXABLE MUNICIPAL BOND & INVESTMENT GRADE DEBT TRUST
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By: _________________________________
Name: Brian E. Binder
Title: President and Chief Executive Officer
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GUGGENHEIM FUNDS INVESTMENT ADVISORS, LLC
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By: _________________________________
Name: Brian E. Binder
Title: President and Chief Executive Officer
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ACCEPTED, as of the date first-above written:
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CANTOR FITZGERALD & CO.
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By: _________________________________
Name: Sameer Vasudev
Title: Managing Director
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