Amy J. Lee

About Amy J. Lee

Amy J. Lee (year of birth: 1961) is an Interested Trustee of Guggenheim Strategic Opportunities Fund (GOF) and also serves as Vice President and Chief Legal Officer for certain other Guggenheim funds; she is a Senior Managing Director at Guggenheim Investments (since 2012) and has served as a Trustee across the Fund Complex since 2018 . Her prior experience includes Associate General Counsel and Assistant Secretary roles at Security Benefit Life Insurance Company and Security Benefit Corporation (2004–2012) . She is deemed “interested” by virtue of her position with the Adviser and/or affiliates; she oversees board-level risk, valuation, and governance matters as part of her trustee responsibilities, and is included on the Valuation Oversight Committee with Independent Trustees . GOF had 162,405,961 shares outstanding as of February 14, 2025; Board leadership is independent with a Lead Independent Chair, and trustees are elected by classified terms to ensure continuity .

Past Roles

External Roles

Fixed Compensation

• Interested Trustee compensation for Lee is not specifically itemized in the proxy; the compensation tables disclose Independent Trustee retainers and meeting fees only (Funds do not accrue or pay retirement/pension benefits to Trustees) .
• Independent Trustee total compensation (Fund Complex, CY2024) ranged $352,500–$477,500; per‑fund aggregate compensation for GOF in CY2024 is shown below for context (Interested Trustees are not included) .

Note: Fund officers receive no compensation from the Funds; compensation may be received from the Adviser in those capacities. Trustee compensation disclosed pertains to Independent Trustees; Lee is identified as an Interested Trustee .

Performance Compensation

• Not disclosed/applicable for an Interested Trustee of a registered investment company; no performance-based pay (PSUs/TSR-linked awards) or option grants for Trustees are reported in the proxy .

Equity Ownership & Alignment

• As of December 31, 2024, Trustees and officers as a group owned less than 1% of outstanding Shares of each Fund, indicating limited insider equity alignment at the fund level .
• No disclosure of pledged or hedged shares for Lee; no pledging policy exceptions identified in the proxy .

Employment Terms

• For the Funds, officers receive no compensation from the Funds; employment contracts, severance, non‑compete/non‑solicit, clawbacks, change‑of‑control triggers, and tax gross‑ups for Lee are not disclosed in the proxy (these would be with the Adviser/affiliates if applicable) .
• Board does not have a standing compensation committee; compensation governance and consultant usage is not applicable at the fund trustee level .

Board Governance

• Classification and election: GOF trustees are classified into Class I (next stand 2026) and Class II (standing in 2025 to next stand 2027); Lee is a Class I Trustee at GOF (not standing in 2025) .
• Committees and roles:
  • Executive Committee: Independent Trustees Sponem (member) and Toupin (Chair); did not meet in FY2024 .
  • Audit Committee: Independent Trustees only; Chair Sponem .
  • Nominating & Governance Committee: Independent Trustees only; Chair Nyberg .
  • Contracts Review Committee: Independent Trustees only; Chair Lydon .
  • Valuation Oversight Committee: All Trustees including Amy J. Lee (Interested Trustee); Chair Barnes .
• Meetings and attendance (FY ended 5/31/2024): Board 6; Audit 7; Nominating & Governance 3; Contracts Review 2; Valuation Oversight 4; each Trustee attended ≥75% of meetings .
• Independence: Board led by Independent Chair (Toupin); supermajority of Trustees are Independent; Lee is deemed “interested” due to affiliation with Adviser .

Director Compensation (Board context)

• Independent Trustees receive annual retainers and additional fees for committee chairs and special meetings; each Fund pays its proportionate share based on per‑capita allocation and net assets; no retirement/pension benefits are accrued or paid .
• Compensation amounts for Independent Trustees changed effective January 1, 2025 (new schedule not itemized in proxy) .

Other Directorships & Interlocks

• Each Trustee (including Lee) also serves on boards of Guggenheim Funds Trust, Guggenheim Strategy Funds Trust, Guggenheim Variable Funds Trust, Rydex Dynamic Funds, Rydex Series Funds, and Rydex Variable Trust; together with GBAB, GOF, and GUG these constitute the “Fund Complex” (figures indicate number of overseen funds per complex) .

Compensation Structure Analysis

• At the fund level, trustee compensation is fixed retainer-based for Independent Trustees; no performance metrics or equity awards are used for trustees; Interested Trustees (including Lee) are not listed in the compensation tables, implying fund‑level cash/equity awards to Interested Trustees are not applicable/not disclosed .
• Board does not maintain a standing compensation committee, which is consistent with registered investment company governance; oversight of adviser contracts and valuation is handled by respective independent-chaired committees .

Risk Indicators & Red Flags

• Independence/dual-role implications: Lee is an Interested Trustee and also a senior legal executive at the Adviser, creating potential conflicts in areas such as valuation oversight; governance mitigants include an Independent Chair, committee structures with Independent-only membership for Audit/Nominating/Contracts, and full board oversight of valuation with an independent chair for that committee .
• Low insider ownership: Trustees and officers collectively own <1% of GOF shares; Lee reports “None” in GOF holdings and aggregate $0–$10,000 across the Fund Complex, limiting direct pay‑for‑performance alignment via fund equity .
• No disclosed pledging/hedging, related‑party transactions beyond standard Adviser affiliations, or legal proceedings in the proxy sections reviewed .

Performance & Track Record

• Trustee biographies highlight legal, regulatory, and governance experience; specific TSR/revenue/EBITDA performance metrics tied to trustee evaluation/compensation are not disclosed for GOF’s board structure .

Compensation Peer Group, Say‑on‑Pay & Shareholder Feedback

• Not applicable for fund trustees; no say‑on‑pay and no compensation peer group disclosed for GOF trustees; shareholder matters in 2025 proxy focused on trustee elections by class .

Expertise & Qualifications

• Lee is experienced in financial, legal, regulatory, and governance matters through her roles as Chief Legal Officer, Senior Managing Director at Guggenheim Investments, and prior legal leadership at Security Benefit; she has served as a Trustee since 2018 .

Equity Ownership & Alignment (detail)

• GOF shares outstanding at the record date: 162,405,961; trustee/officer group ownership <1% across each Fund .
• Lee’s beneficial ownership dollar range is “None” in GOF; aggregate across Fund Complex $0–$10,000 .

Board Service History & Committee Roles (and dual‑role implications)

• GOF Board classification: Class I next stands in 2026; Class II stood for election in 2025 (GOF nominees: Lydon, Nyberg, Sponem, Toupin) .
• Lee serves on Valuation Oversight Committee alongside Independent Trustees, while Audit/Nominating/Contracts/Executive are Independent‑only; this dual role increases potential conflict exposure in valuation topics, mitigated by an independent committee chair and formal reporting under Rule 2a‑5 .

Investment Implications

• Alignment: Minimal personal share ownership (None in GOF; aggregate $0–$10,000) and lack of performance‑linked trustee compensation reduce direct pay‑for‑performance alignment at the board level for Lee; investors should focus on governance structures and adviser performance rather than insider equity signals .
• Governance: Independent Chair, supermajority independence, and Independent‑only committees (except valuation) mitigate affiliated trustee risks; vigilance is warranted on valuation oversight where Lee participates as an Interested Trustee .
• Retention risk: As a long‑tenured senior legal executive at Guggenheim and Interested Trustee since 2018, continuity risk appears low; no employment contract/severance/change‑of‑control terms are disclosed at the fund level—compensation resides at the Adviser, outside fund disclosure .
• Trading signals: With trustees not compensated via fund equity or performance metrics and insider ownership low, board‑level insider trading signals for GOF are limited; monitoring fund performance drivers (adviser alpha, distribution sustainability, leverage/derivatives risk) and committee oversight reports may offer more predictive value than trustee incentives .