●

The Fund has no operating history.

●

There is not expected to be any secondary trading market in the Shares.

●

Unlike an investor in many closed-end funds, shareholders should not expect to be able to sell their Shares regardless of how the Fund performs.  An investment in the Fund is considered illiquid.

●

Unlike many closed-end funds, the Shares are not listed on any securities exchange.  The Fund intends to provide liquidity through semi-annual offers to repurchase a limited amount of the Fund’s Shares.

●

There is no assurance that distributions paid by the Fund will be maintained or that dividends will be paid at all, and the amount of distributions that the Fund may pay, if any, is uncertain.

●

The Fund may pay distributions, in significant part, from sources that may not be available in the future and that are unrelated to the Fund’s performance, such as offering proceeds or borrowings.

●

The Fund’s distributions may be funded from unlimited amounts of offering proceeds or borrowings, which may constitute a return of capital and reduce the amount of capital available to the Fund for investment. Any capital returned to shareholders through distributions will be distributed after payment of fees and expenses.

●

The Fund invests in Underlying Funds that are private funds, which involve risks associated with more volatile or speculative investments, leverage, less liquidity, conflicts of interest, limited operating histories, and limited information regarding underlying investments and valuations.

●

Shareholders will bear direct and indirect fees and expenses in connection with their investment, including the fees and expenses of the Underlying Funds.

●

See Section VIII – “Risk Factors and Special Considerations – Repurchase Offers Risk” for a description of the possible risks associated with the Fund’s repurchase offers.

I.

Summary of Principal Terms

The Fund

The Fund is a Delaware statutory trust that is registered as a non-diversified, closed-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”). The Fund intends to operate as an “interval fund” (as described in further detail below under “Repurchases of Shares”).

Adviser   

Nilsine Partners, LLC, a Delaware limited liability company (the “Adviser”), serves as the Fund’s investment adviser and will be responsible for the day-to-day management of the Fund’s investment activities. The Adviser is registered as an investment adviser with the SEC under the Advisers Act of 1940, as amended (the “Advisers Act”).  The Adviser is controlled by its sole member, Nilsine Assets, LLC, a Delaware limited liability company.  Nilsine Assets, LLC is controlled by its managing members, R. Scott Bills and Brett R. Bills.  

Strategies

The Fund seeks to invest in a diversified portfolio across segments of the private markets that will generate attractive long-term returns, with low sensitivity to traditional public equity and fixed-income indices.  In pursuing the Fund’s investment objectives, the Adviser will obtain exposure, either directly or indirectly, to a variety of asset classes. The Fund’s indirect exposure will be through (i) private investment funds, such as private placements (“Private Funds”); (ii) registered open-end funds, such as mutual funds and ETFs; and (iii) registered closed-end funds, such as interval funds and tender offer funds (collectively, (i), (ii), and (iii) are referred to herein as “Underlying Funds”). While the Fund will primarily invest indirectly through the Underlying Funds, the Fund may also invest directly in the underlying holdings of the Underlying Funds alongside the Underlying Funds (the “Co-Investments”). Additionally, the Fund may invest directly in the equity securities of companies in private placement transactions offered in reliance on exemptions from registration under federal and state securities laws, as well as in direct investments where there is no general partner sponsor or Underlying Fund involved.  The Fund may also invest, directly or indirectly, through mutual funds, ETFs, and structured notes, in treasuries, short-term bonds, and traditional liquid equities with up to 25% of the Fund’s net assets for liquidity management purposes.  Secondary investments are not expected to be a principal investment strategy of the Fund.

●

Primary Investments.  Primary investments typically are characterized by capital commitments as a limited partner or member into a new investment fund. The general partner or manager of the investment fund then builds a portfolio over time.  Capital is drawn from the limited partners or members via capital calls over a three to five year investment period into newly originated underlying investments.  The limited partner’s or member’s investment exposure is indirect, diversified across vintages, sectors and companies, with governance and decision‑making delegated to the general partner or manager of the investment fund.

●

Secondary Investments.  Secondary investments typically are characterized by the purchase of existing interests in funds or portfolios, including limited partner stakes, direct portfolios, and/or general partner-led transactions, from current holders rather than committing to a new blind pool.  Investors typically acquire partially or fully funded positions, often at a discount or premium to NAV, allowing capital to be put to work more quickly/immediately than a primary fund investment where capital is called over time. Structurally, an investor steps into existing limited partner or asset‑level agreements, inheriting established portfolios, terms, and governance rights.

●

Co-Investments.  Co-investments typically are characterized by direct equity (or occasionally structured) stakes taken alongside a lead general partner in a specific deal, usually on a no‑fee/no‑carry or reduced‑fee basis.  Governance, control, and board rights are typically led by the sponsor; the co‑investor holds minority rights, relying on the general partner’s underwriting and monitoring.  Structurally, co-investments sit between fund commitments and direct investments, and involve single‑asset exposure, but sourced, diligenced and often documented via the general partner’s deal.

●

Direct Investments.  Direct investments typically are characterized by investors holding a direct ownership interest in a company or asset without investing through a commingled fund (and often without a sponsoring general partner).  Full responsibility for sourcing, underwriting, governance, monitoring, and exits sits with the investor (or its in-house deal team/platform).  Structurally, direct investments exhibit the highest level of investor control and the least‑intermediated exposure, with bespoke terms, concentrated risk, and no overlay of general partner fund fees and expenses.

Trustees

The Fund has a Board of Trustees (each member a “Trustee” and collectively, the “Board”), which is comprised of a majority of Trustees that are not “interested persons” (as defined in the 1940 Act) (“Independent Trustees”), and that has overall responsibility for monitoring and overseeing the Fund’s investment program and its management and operations.

Distribution

Dynasty Securities, LLC, acts as the non-exclusive distributor for the Fund’s Shares (the “Distributor”) and serves in that capacity on a best efforts basis, subject to various conditions.  Neither the Distributor nor any other party is obligated to purchase any Shares from the Fund. There is no minimum aggregate number of Shares required to be purchased.

Agent

The Fund has retained Proteus Financial Solutions, LLC (the “Administrator”) to perform, or oversee or arrange for, the administrative and transfer agent services necessary for the operation of the Fund, which include, among other things, providing assistance in accounting, legal, compliance, operations, technology and investor relations, being responsible for the financial records that the Fund is required to maintain and preparing reports to the Shareholders and reports filed with the SEC. In addition, the Administrator will assist the Fund in determining and publishing the Fund’s NAV, conduct relations with the Fund’s service providers, oversee the preparation and filing of the Fund’s tax returns and the dissemination of reports to the Shareholders, and generally oversee the payment of the Fund’s expenses and the performance of administrative and professional services rendered to the Fund by others.

The Offering

The Fund is seeking to raise $300,000,000 through the sale of Class I Shares in private placement transactions on a continuous basis; provided that, such amount may be increased by the Adviser in its sole discretion.

Investments

The minimum initial investment in Class I Shares is $100,000, which amount may be reduced or waived by the Board in its sole discretion.  In connection with the commencement of the offering, and subject to the receipt of exemptive relief from the SEC, the Fund intends to offer two separate classes of Shares designated as Class I Shares and Class A Shares, and the Fund may offer additional classes of Shares in the future. Each class of Shares will have differing characteristics, particularly in terms of the distribution and/or servicing fee that each class may be charged.

Calls

The Fund intends to offer Shares at NAV per Share in private placement transactions on a continuous basis.  The Shares for each share class initially will be issued at a purchase price of $10.00 per Share.  Thereafter, the purchase price for the Shares is based on the NAV per Share as of the date such Shares are purchased.  At each closing of the private offering, pursuant to a Subscription Agreement, each investor makes an irrevocable capital commitment (a “Capital Commitment”) to purchase Shares from time to time on or after the date on which such investor’s Subscription Agreement is accepted by the Fund. 

The Fund intends to hold the initial closing as soon as practicable following the commencement of the private offering and, thereafter, may hold one or more additional closings on such other dates, as determined by the Adviser in its sole discretion, as additional Capital Commitments are obtained. The Fund may hold the final closing on such date as may be determined in the sole discretion of the Adviser.

Expenses

The Fund is expected to have organizational and certain initial and ongoing offering costs associated with the offering of Shares.  The Fund’s organizational costs will be paid by the Adviser or an affiliate of the Administrator on behalf of the Fund until the commencement of operations of the Fund.  As a result, the Fund will not bear any of its organizational costs prior to the commencement of the Fund’s operations.  The Fund will repay the organizational costs after the commencement of operations, subject to the provisions of the Expense Limitation Agreement (defined below) with regard to the Fund’s Specified Expenses (defined below).  See “– Expense Limitation Agreement” below.  The Fund’s expenses incurred in connection with the initial offering of Shares will be amortized by the Fund over the 12-month period beginning on the date of the Fund’s commencement of investment operations.  Any initial offering costs paid by the Adviser or an affiliate of the Administrator on behalf of the Fund will be recorded as a payable for the offering costs in the Fund’s Statement of Assets and Liabilities and accounted for as a deferred charge until commencement of the Fund’s operations.  On an ongoing basis, the Fund bears its own operating expenses (including, without limitation, its offering expenses), which will be expensed as incurred.

Agreement

The Adviser has entered into an expense limitation agreement (the “Expense Limitation Agreement”) with the Fund, whereby the Adviser has agreed to waive fees that it would otherwise be paid, and/or to assume expenses of the Fund (a “Waiver”), if required to ensure that “Specified Expenses” do not exceed 4.0% of the total capital commitments of the Fund’s shareholders determined as of the beginning of each calendar month (the “Expense Limit”).  “Specified Expenses” of the Fund mean all expenses incurred in the business of the Fund, including organizational and certain offering expenses, with the exception of: (i) the Management Fee; (ii) any distribution and/or servicing fees; (iii) all fees and expenses of special purpose vehicles in which the Fund invests (including management fees, performance-based incentive fees, and administrative service fees); (iv) fees payable to third parties in connection with the sourcing or identification of portfolio investments; (v) brokerage costs; (vi) dividend/interest payments (including any dividend payments, interest expenses, commitment fees, or other expenses related to any leverage incurred by the Fund); (vii) transaction-related expenses associated with consummated and unconsummated transactions, including legal costs, sourcing fees, due diligence related fees, structuring, and advisory costs, costs of third party consultants, and brokerage commissions, associated with the acquisition, disposition, and maintenance of investments; (viii) acquired fund fees and expenses; (ix) taxes; (x) litigation; and (xi) extraordinary expenses (as specified below).  For these purposes, “extraordinary expenses” mean: costs and expenses for non-routine contractual indemnification obligations; Fund reorganization, restructuring, merger, conversion, or similar corporate transaction expenses; costs of holding and soliciting proxies for special shareholder meetings that are held to consider proposals not typically considered at annual meetings (i.e., fundamental policy changes, changes in investment restrictions, or charter restatements); expenses relating to the engagement of or conversion to a new administrator, custodian, transfer agent, pricing agent, or escrow agent; expenses associated with responding to regulatory enforcement actions (apart from ordinary course regulatory examinations); and one-time tax liabilities, audit adjustments, or accounting restatements outside the Fund’s ordinary annual financial statement reporting. 

 

For a period not to exceed three years from the month in which a Waiver is made, the Adviser may recoup amounts waived or assumed, provided it is able to effect such recoupment without causing the Fund’s expense ratio (after recoupment) to exceed the lesser of (a) the Expense Limit in effect at the time of the waiver, and (b) the Expense Limit in effect at the time of the recoupment. The Expense Limitation Agreement has a term of one year from the date of this Memorandum, and will be subject to renewal thereafter for consecutive twelve-month terms, provided that such continuance is specifically approved at least annually by a majority of the Independent Trustees and the Adviser. The Expense Limitation Agreement may be terminated by the Fund’s Board upon 30 days’ written notice to the Adviser.

Distributions

The Fund intends to make distributions on a quarterly basis in aggregate amounts representing substantially all of the Fund’s net investment income, if any, earned during the year. Any long-term and short-term capital gains will be paid out as permitted by the 1940 Act or any exemptive relief provided by the SEC.  See “Distributions” beginning on page 103 of this Memorandum for additional information.

Plan

The Fund has adopted a distribution reinvestment plan (the “DRIP”) for its Shareholders, which is expected to be an “opt out” distribution reinvestment plan. Under this plan, if the Fund declares a cash dividend or other distribution, each holder of Shares who has not elected to “opt out” to the DRIP will have their cash distribution automatically reinvested in additional Shares, rather than receiving the cash distribution. If a Shareholder elects to “opt out,” that Shareholder will receive cash dividends or other distributions.

Valuation

The Fund will calculate the NAV of the Class I Shares as of the close of regular trading on the NYSE (the “NYSE Close”) on Thursday of each calendar week (or, if any Thursday is not a business day, the Friday thereafter); provided that, the Shares will be valued as of the NYSE Close (i) on each of the five business days immediately preceding each Repurchase Request Deadline (as defined below), (ii) as of the Repurchase Pricing Date (as defined below), (iii) as of the date of any distribution, and (iv) at such other times as the Board shall determine (each, a “Determination Date”).

Shares

The Fund is an “interval fund” and, as such, has adopted a fundamental policy to make semi-annual repurchase offers at NAV of not less than 5% nor more than 25% of the Fund’s outstanding Shares. The Fund generally anticipates making repurchases of 5% of its outstanding Shares on a semi-annual basis, commencing during its fourth full quarter of investment operations. If the value of Shares tendered for repurchase exceeds the value the Fund intended to repurchase, the Fund may determine to repurchase less than the full number of Shares tendered. In such event, Shareholders will have their Shares repurchased on a pro rata basis, and tendering Shareholders will not have all of their tendered Shares repurchased by the Fund. Shareholders tendering Shares for repurchase will be asked to give written notice of their intent to do so by the “Repurchase Request Deadline” (i.e., the date by which Shareholders can tender their Shares in response to a repurchase offer) of the applicable repurchase offer, which date is generally anticipated to be the same date as the “Repurchase Pricing Date” (i.e., the date upon which the Fund determines the NAV applicable to repurchases).  The Fund expects to distribute payment to Shareholders in respect of repurchased Shares between one and three business days after the Repurchase Pricing Date, but no later than seven calendar days after such date.

Restrictions

With respect to Class I Shares, a Shareholder may assign, transfer, sell, encumber, pledge, or otherwise dispose of (each, a “transfer”) Shares only (i) by operation of law pursuant to the death, divorce, insolvency, bankruptcy, or adjudicated incompetence of the Shareholder; or (ii) under other limited circumstances, with the consent of the Fund (which may be withheld in its sole discretion and is expected to be granted, if at all, only under extenuating circumstances). Notice to the Fund of any proposed transfer must include evidence satisfactory to the Board that the proposed transferee, at the time of the transfer, is an Eligible Investor and otherwise meets any requirements imposed by the Fund with respect to investor eligibility and suitability. Such notice of a proposed transfer of Shares must also be accompanied by properly completed subscription documents in respect of the proposed transferee. In connection with any request to transfer Shares, the Fund may require the Shareholder requesting the transfer to obtain, at the Shareholder’s expense, an opinion of counsel selected by the Fund as to such matters as the Fund may reasonably request. Each transferring Shareholder and transferee may be charged reasonable expenses, including attorneys’ and accountants’ fees, incurred by the Fund in connection with the transfer.

Default

In addition to all legal remedies available to the Fund, if, following the receipt of a Drawdown Notice, a Shareholder fails to fund a capital call within ten (10) business days following the Drawdown Date (such Shareholder, a “Defaulting Shareholder”), the Fund will be permitted to pursue any or all of the following remedies:

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prohibit the Defaulting Shareholder from purchasing additional Shares on any future Drawdown Date;

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cause the Defaulting Shareholder to automatically forfeit and transfer on the books of the Fund to the other Shareholders (other than any other Defaulting Shareholder) one-third of the Defaulting Shareholder’s Shares then held, pro rata, as provided in the Subscription Agreement; and/or

●

take any actions available under the Subscription Agreement, which may include causing such Defaulting Shareholder to transfer its Shares to a third party for a price that is less than the NAV of such Shares.

Borrowing

The Fund may use leverage as and to the extent permitted by the 1940 Act. The Fund is permitted to obtain leverage using any form of financial leverage instruments, including funds borrowed from banks or other financial institutions, margin facilities, notes or preferred stock, and leverage attributable to reverse repurchase agreements or similar transactions.  The Fund may raise additional capital in the future by borrowing under a credit facility, issuing debt securities, or through other leveraging instruments.

Custodian

The Fund has entered into a custody agreement with U.S. Bank, National Association (in such capacity, the “Custodian”) under which the Custodian provides custodian services to the Fund.  See “Custodian” beginning on page 74 of this Memorandum for additional information.

Accountants

Grant Thornton LLP serves as the independent registered public accounting firm of the Fund.  See “Independent Registered Public Accounting Firm” beginning on page 107 of this Memorandum for additional information.

Shareholders

The Fund will provide Shareholders with an audited annual report and an unaudited semi-annual report within 60 days after the close of the reporting period for which the report is being made, or as otherwise required by the 1940 Act.

Term

The Fund’s term is perpetual unless the Fund is otherwise terminated under the terms of the Declaration of Trust.  See “Overview of the Fund and the Adviser” beginning on page 17 of this Memorandum for additional information.

Year

The Fund’s fiscal year is the 12-month period ending on March 31. The Fund’s taxable year is the 12-month period ending on March 31.  See “Fiscal Year; Reports to Shareholders” beginning on page 107 of this Memorandum for additional information.

Tax Aspects

The Fund intends to elect to be treated as, and intends to continue to qualify each year thereafter to be treated as, a regulated investment company or a “RIC” under Subchapter M of the Code. As a RIC, the Fund generally will not be subject to corporate-level U.S. federal income taxes on any net ordinary income or capital gains that are currently distributed as dividends for U.S. federal income tax purposes to Shareholders, as applicable. 

To qualify for and maintain its treatment as a RIC for U.S. federal income tax purposes, the Fund is required to meet certain specified source-of-income and asset diversification requirements and is required to distribute dividends for U.S. federal income tax purposes of an amount at least equal to 90% of the sum of its net ordinary income and realized net short-term capital gains in excess of realized net long-term capital losses each tax year to Shareholders, as applicable.

Tax Reports

The Fund will distribute to its Shareholders, after the end of each taxable year, IRS Forms 1099-DIV detailing the amounts includible in such Shareholder’s taxable income for such year as ordinary income, qualified dividend income, and long-term capital gains. Dividends and other taxable distributions are taxable to the Shareholders even if they are reinvested in additional Shares pursuant to the DRIP.  See “Fiscal Year; Reports to Shareholders” beginning on page 107 of this Memorandum for additional information.

Considerations   Investors subject to ERISA and other tax-exempt entities, including employee benefit plans, individual retirement accounts (“IRAs”), 401(k) plans, and Keogh plans, may purchase Shares.

Co-Investments The Fund is not permitted to make any co-investments with its affiliates (including any fund managed by its affiliates) without exemptive relief from the SEC, subject to certain exceptions.  The Fund intends to apply for an exemptive order from the SEC that will permit it to co-invest with other persons, including certain affiliated accounts managed and controlled by the Adviser (the “Co-Investment Exemptive Order”). Subject to the 1940 Act and the conditions of any such Co-Investment Exemptive Order issued by the SEC, the Fund may, under certain circumstances, co-invest with certain affiliated accounts in investments that are suitable for the Fund and one or more of such affiliated accounts.

Interest

Certain conflicts of interest arise from the fact that Nilsine and its affiliates may provide advisory, investment management, and other services to the Fund and provide advisory, investment management, and other services for other clients, including other investment funds, client accounts, and proprietary accounts in which the Fund may or may not have an interest and whose respective investment programs may or may not be substantially similar.

Risk Factors

The Fund is subject to substantial risks, including market risks and strategy risks. The Fund is also subject to the risks associated with the investment strategies employed by the Adviser, which may include credit risks, ABS risks, valuation risks, and interest rate risks, among others. While the Adviser will attempt to moderate any risks, there can be no assurance that the Fund’s investment activities will be successful or that the investors will not suffer losses. There may also be certain conflicts of interest relevant to the management of the Fund, arising out of, among other things, activities of the Adviser and its affiliates and employees with respect to the management of accounts for other clients as well as the investment of proprietary assets. An investment in the Fund should only be made by investors who understand the risks involved and who are able to withstand the loss of the entire amount invested.

II.

Summary of Fees and Expenses

(1)

Subject to the receipt of exemptive relief from the SEC, a 2.00% Early Repurchase Fee payable to the Fund will be charged with respect to any repurchase of a Shareholder’s Shares that have been held by a Shareholder for less than one year, on a “first in-first out” basis. The Early Repurchase Fee payable by a Shareholder may be waived by the Fund in circumstances where the Board determines that doing so is in the best interests of the Fund, including in the case of repurchase requests: (i) arising from the death or qualified disability of a Shareholder; (ii) submitted by discretionary model portfolio management programs (and similar arrangements); (iii) from feeder funds (or similar vehicles) primarily created to hold the Shares, which are offered to non-U.S. persons, where such funds seek to avoid imposing such a deduction because of administrative or systems limitations; (iv) in the event that a Shareholder’s Shares are repurchased because the Shareholder has failed to maintain a $10,000 minimum account balance; and (v) in certain other limited circumstances. To the extent the Fund determines to waive, impose scheduled variations of, or eliminate an Early Repurchase Fee, it will do so consistently with the requirements of Rule 22d-1 under the 1940 Act, and the Fund’s waiver of, scheduled variation in, or elimination of, the Early Repurchase Fee will apply uniformly to all Shareholders regardless of Share class.

(2)

The Fund will pay the Adviser the Management Fee at an annual rate of 1.00% of the value of the Fund’s average Managed Assets, payable monthly in arrears.  For purposes of calculating the Management Fee, the value of the Managed Assets for a month will be the average of the values of the Fund’s Managed Assets as determined on the Thursday of each calendar week (or, if any Thursday is not a business day, the Friday thereafter) which ends during the month. “Managed Assets” means the total assets of the Fund (including any assets attributable to borrowings for investment purposes) minus the sum of the Fund’s accrued liabilities (other than liabilities representing borrowings for investment purposes) as of each day. The Management Fee is paid to the Adviser before giving effect to any repurchases of Shares effective as of that date. In the case of a partial month, the Management Fee will be appropriately prorated based on the number of days during the month in which the Adviser provided services to the Fund. The Adviser has contractually agreed to waive 40% of the Management Fee it is entitled to receive from the Fund pursuant to the Investment Advisory Agreement for the two-year period following the initial closing date of the subscription for Shares.

(3)

The table assumes the use of leverage in an amount equal to 10% of the Fund’s net assets, and assumes the annual interest rate on borrowings is 6.9%.  The Fund’s actual interest costs associated with leverage may differ from the estimates above.   

(4)

Other Expenses are estimated based on the amount of the Fund’s average net assets over the current fiscal year and include, among other things, estimated professional fees, fees of placement agents, senior advisors, operating partners, strategic advisors, and other consultants, and other expenses that the Fund will bear, including fees and expenses of the Administrator and Custodian and the reimbursement of costs of personnel associated with the Adviser or its affiliates who provide certain non-advisory services to the Fund, as will be permitted under the Investment Advisory Agreement and Administration Agreement.  The amounts shown in the line items for “Operating Expenses” and “Organizational and Offering Expenses” assume the Fund’s average net assets to be $35,000,000 over the current fiscal year, which further assumes the Fund receives subscriptions for aggregate capital commitments of $125,000,000 from investors in the offering, and funded capital contributions of $70,000,000 from investors for the purchase of Shares in satisfaction of the investors’ capital commitments, as of the end of the Fund’s fiscal year.

(5)

Organizational expenses include, among other things, the cost of organizing as a Delaware statutory trust, including the cost of legal services and other fees pertaining to the Fund’s organization. These costs will be paid by the Adviser or an affiliate of the Administrator on behalf of the Fund until the commencement of operations of the Fund. As a result, the Fund will not bear any of its organizational costs prior to the commencement of the Fund’s operations. The Fund will repay these organizational costs after the commencement of operations, provided the repayments do not cause the Specified Expenses to exceed the expense limitation in place at the time the fees were waived and/or the expenses were reimbursed, or the expense limitation in place at the time the Fund repays the costs, whichever is lower. The Fund’s initial offering costs include, among other things, legal, printing and other expenses pertaining to this offering. Any offering costs paid by the Adviser or an affiliate of the Administrator on behalf of the Fund will be recorded as a payable for offering costs in the Fund’s Statement of Assets and Liabilities and accounted for as a deferred charge until commencement of operations. Thereafter, these initial offering costs will be amortized over twelve months on a straight-line basis. Ongoing offering costs will be expensed as incurred. All offering costs of the Fund paid by the Adviser shall be subject to recoupment by the Adviser, provided the repayments do not cause the Specified Expenses to exceed the expense limitation in place at the time the fees were waived and/or the expenses were reimbursed, or the expense limitation in place at the time the Fund repays the Adviser, whichever is lower. Any such repayments must be made within three years after the month in which the Adviser waived the fee or reimbursed the expense.

(6)

“Acquired Fund Fees and Expenses” include an estimate of certain of the fees and expenses incurred indirectly by the Fund as a result of the Fund’s investment in shares of registered investment companies and the other Underlying Funds.  Some or all of the Underlying Funds in which the Fund intends to invest generally charge asset-based management fees.  The managers of the Underlying Funds may also receive performance-based compensation if the Underlying Funds achieve certain profit levels, generally in the form of “carried interest” allocations of profits from the Underlying Funds, which effectively will reduce the investment returns of the Underlying Funds.  The Underlying Funds in which the Fund intends to invest generally charge a management fee of 1.00% to 2.00% (annualized) of the commitment amount of the Fund’s investment, and generally charge between 10% and 20% of net profits as a carried interest allocation, subject to a clawback, although the amount of such fees and carried interest may vary over market cycles.  The “Acquired Fund Fees and Expenses” disclosed above, however, do not reflect any performance-based fees or allocations paid by the Underlying Funds that are calculated solely on the realization and/or distribution of gains, or on the sum of such gains and unrealized appreciation of assets distributed in kind, as such fees and allocations for a particular period may be unrelated to the cost of investing in the Underlying Funds.  Future acquired funds’ fees and expenses may be substantially higher or lower because certain fees are based on the performance of the acquired funds, which may fluctuate over time.  The “Acquired Fund Fees and Expenses” disclosed above are based on estimated amounts for the Fund’s current fiscal year.  In addition, the “Acquired Fund Fees and Expenses” disclosed above are based on historic fees and expenses of Underlying Funds in which the Fund expects to invest, which may change substantially over time.

(7)

The amounts shown for the line items Total Annual Expenses and Total Annual Expenses (After Fee Waiver and/or Expense Reimbursement) are estimated based on the Fund’s average net assets which management estimates to be $35,000,000 over the current fiscal year.

(8)

Pursuant to the Management Fee Waiver Agreement between the Fund and the Adviser, the Adviser has contractually agreed to waive 40% of the Management Fee it is entitled to receive from the Fund pursuant to the Investment Advisory Agreement for the two-year period following the initial closing date of the subscription for Shares.  The Adviser is a party to an Expense Limitation Agreement with the Fund that is not expected to affect the Fund’s expenses during the first full fiscal year of the Fund.  See “Fund Expenses – Expense Limitation Agreement” beginning on page 75 below.

III.

Overview of the Fund and the Adviser

IV.

The Offering

V.

Use of Proceeds

VI.

Structure

VII.

Investment Objectives and Strategies

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Primary Investments.  Primary investments typically are characterized by capital commitments as a limited partner or member into a new investment fund. The general partner or manager of the investment fund then builds a portfolio over time.  Capital is drawn from the limited partners or members via capital calls over a three to five year investment period into newly originated underlying investments.  The limited partner’s or member’s investment exposure is indirect, diversified across vintages, sectors and companies, with governance and decision‑making delegated to the general partner or manager of the investment fund.

●

Secondary Investments.  Secondary investments typically are characterized by the purchase of existing interests in funds or portfolios, including limited partner stakes, direct portfolios, and/or general partner-led transactions, from current holders rather than committing to a new blind pool.  Investors typically acquire partially or fully funded positions, often at a discount or premium to NAV, allowing capital to be put to work more quickly/immediately than a primary fund investment where capital is called over time.  Structurally, an investor steps into existing limited partner or asset‑level agreements, inheriting established portfolios, terms, and governance rights.

●

Co-Investments.  Co-investments typically are characterized by direct equity (or occasionally structured) stakes taken alongside a lead general partner in a specific deal, usually on a no‑fee/no‑carry or reduced‑fee basis.  Governance, control, and board rights are typically led by the sponsor; the co‑investor holds minority rights, relying on the general partner’s underwriting and monitoring.  Structurally, co-investments sit between fund commitments and direct investments, and involve single‑asset exposure, but sourced, diligenced and often documented via the general partner’s deal.

●

Direct Investments.  Direct investments typically are characterized by investors holding a direct ownership interest in a company or asset without investing through a commingled fund (and often without a sponsoring general partner).  Full responsibility for sourcing, underwriting, governance, monitoring, and exits sits with the investor (or its in-house deal team/platform).  Structurally, direct investments exhibit the highest level of investor control and the least‑intermediated exposure, with bespoke terms, concentrated risk, and no overlay of general partner fund fees and expenses.

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Private Equity.  These Underlying Funds seek to provide exposure to secondary and primary investments in private equity funds and other private asset funds and, to a limited degree, to direct investments in operating companies.

●

Private Credit.  These Underlying Funds seek to provide exposure to primary and secondary investments in private credit funds and other private credit investment vehicles.  These Underlying Funds employ a multi-sector approach spanning residential, commercial, corporate, consumer and specialty finance markets.  The emphasis is on alternative credit investments, including private loans, illiquid credit and stressed/distressed credit.

●

Private Real Estate.  These Underlying Funds gain exposure to real estate, a subset of real-asset type investments, which consist of various subsets of property investments, including industrial, single- and multi-family housing, retail, and office. The primary exposure will be in various geographies across North America, though the Fund may gain additional exposure to Real Estate globally through Underlying Funds.

●

Private Infrastructure and Real Assets.  These Underlying Funds seek to provide exposure to primary and secondary investments in real assets funds.  These Underlying Funds may invest in infrastructure: transportation (toll roads, airports, and ports); utilities (water and power utilities); and renewable energy (wind, solar, and other renewable energy sources). These Underlying Funds also invest in natural resources such as timberland (forests for timber production) and farmland (agricultural land for crop production). These Underlying Funds also invest in commodities: precious metals (gold, silver, platinum, and other precious metals as a store of value or a hedge against inflation); base metals (industrial metals like copper, aluminum, and zinc); and agricultural products (corn, soybeans, and wheat). These Underlying Funds also invest in TIPS and other global inflation-protected bonds.

●

Short Duration Fixed Income.  These Underlying Funds may invest in fixed-income securities with relatively short maturities.  These fixed-income securities include bonds, CDs, money market instruments, and other debt instruments.

●

Differentiation

o

There are thousands of managers to choose from in private markets. The Adviser attempts to identify managers who the Adviser believes have a differentiated investment process which makes them unique and provides the potential for excess risk-adjusted investment returns relative to market averages.

●

Alignment

o

The Adviser seeks out managers who have significant values alignment with the Adviser and its clients. The Adviser also desires to see significant alignment between manager and client interests. One key measurable for the Adviser to determine manager/client interest alignment is by knowing how much of their own capital a manager intends to commit to their fund.

●

Relationship

o

The Adviser prioritizes deep relationships with the managers the Adviser works with.  The Adviser measures managers on the Know, Like, Trust Factor – how well does the Adviser know them, does the Adviser like them, and does the Adviser trust them.

o

The Adviser also measures managers on accessibility, based on how accessible will they be to the Adviser and its clients for meetings, calls, events, updates, etc.

o

Additionally, the Adviser considers other relationship variables, such as access to co-investment opportunities and fee concessions.

●

Track record

o

While past performance is not an indicator of future results, a manager’s track record with previous funds and investments is an important factor for the Adviser to consider in its investment review process. The Adviser wants to understand how previous fund vintages have performed, how strategies may have changed and how fund size has affected performance over time.

●

Scalability

o

In order to be a fit for the Adviser and its clients, the Adviser needs to ensure that managers have sufficient capacity to accept our capital now and in the future. Many smaller managers and some direct investment opportunities may not be a fit for the Adviser based on allocations being too small, which creates portfolio inefficiencies.

●

Nilsine Expertise: The Adviser determines whether it has the requisite expertise to evaluate the opportunity, whether internally or with the support of outside parties.

●

Investment Type:  The Adviser takes into consideration whether an investment is a primary investment in an Underlying Fund, a secondary investment in an Underlying Fund, a Co-Investment, or a direct investment.  Each type of investment has specific and special considerations related to due diligence/underwriting requirements, negotiating investment terms, information rights, and ability to monitor investments on an ongoing basis.

 

o

For primary investments in Underlying Funds, the Adviser is most focused on the investment expertise of the Underlying Fund manager, the operational policies and procedures of the manager, investment terms, and investor rights.

 

o

For secondary investments in Underlying Funds, in addition to reviewing the expertise of the manager in a similar manner to primary investments, the Adviser takes into consideration the current investments in the Underlying Fund, valuation of the portfolio relative to NAV, and where the Underlying Fund is in its lifecycle.

 

o

For Co-Investments, the Adviser is focused on the applicable expertise of the Underlying Fund manager, the business plan for the Co-Investment portfolio company, fee terms, and other expenses.

 

o

For direct investments, the Adviser is focused on reviewing the expertise of the target company’s management team and quality of business plan, investor rights (including reporting rights and governance rights), and valuation.

●

Portfolio Construction: The Adviser evaluates how the contemplated investment changes the composition of the existing portfolio, and whether it substantially impacts concentration by geography, asset type, or some other relevant category.

●

Downside Risk: The Adviser determines the likelihood of losing principal and the severity of the loss.

●

Size and Return Opportunity: The Adviser evaluates the potential upside associated with the investment and whether it is worth the human and capital resources.

●

Reputational Risk and Related Factors: The Adviser evaluates how the contemplated investment aligns with the Adviser’s and investors’ non-economic values and expectations.

●

Background and Reference Checks: Performing (or engaging a third party to perform) independent background checks, OFAC checks and industry/peer reference calls on all key personnel associated with a company, borrower, and/or servicer;

●

Field Exams: Engaging a third party to perform field exams to review financial data, verify borrowing base considerations, check flows of cash, and aid in the assessment of various key management personnel of the potential company, borrower, and/or servicer;

●

Industry Experts: Seeking industry experts for deeper levels of diligence when necessary; and

●

Legal: Engaging outside counsel (overseen by in-house counsel) to conduct legal and regulatory compliance reviews. As diligence progresses, the deal team maintains consistent communication with the Investment Committee.

●

Active Surveillance: Investment professionals maintain frequent communication with counterparties to support the Adviser’s internal reporting and hold regular meetings with the deal team, asset management team, in-house legal counsel, and others as appropriate.

●

Monthly Asset Management Meetings: The asset management team holds monthly meetings to discuss selected investments with the relevant deal teams providing transparency on performance and strategy.

●

Senior Investment Team Oversight: Senior investment professional maintain situational awareness of the investments in their respective asset classes, providing a comprehensive perspective on the broader portfolio and an enhanced ability to identify any emerging asset class patterns.

●

Escalation: Placing at-risk positions on a watch list and identifying additional internal and external resources required to bolster management and oversight of the investment.

●

Workouts: When necessary, taking swift action to protect investments and exercise rights and remedies in coordination with the deal team, the asset management team, in-house legal counsel, and outside counsel.

VIII.

Risk Factors and Special Considerations

●

sudden electrical or telecommunications outages;

●

natural disasters such as earthquakes, tornadoes and hurricanes;

●

disease pandemics;

●

events arising from local or larger scale political or social matters, including terrorist acts;

●

outages due to idiosyncratic issues at specific service providers; and

●

cyber-attacks.

IX.

Investment Restrictions and Policies

X.

Trustees, Officers, and Portfolio Managers

(1)

Dollar ranges are as follows: None; $1 - $10,000; $10,001 - $50,000; $50,001 - $100,000; $100,001 - $500,000; $500,001 - $1,000,000; or over $1,000,000

XI.

Investment Advisory and Management Arrangements

XII.

Administrator and Transfer Agent

XIII.

XIII.     Custodian

XIV.

Distributor

XV.

XV.       Fund Expenses

XVI.

Purchases of Shares

XVII.

Transferability of Shares

XVIII.

Share Repurchase Program

●

The percentage of outstanding Shares that the Fund is offering to repurchase and how the Fund will purchase Shares on a pro rata basis if the offer is oversubscribed.

●

The date on which a Shareholder’s repurchase request is due (i.e., the Repurchase Request Deadline).

●

The date that will be used to determine the Fund’s NAV applicable to the repurchase offer (i.e., the Repurchase Pricing Date).

●

The date by which the Fund will pay to Shareholders the proceeds from their Shares accepted for repurchase.

●

The NAV of the Shares as of a date no more than seven days before the date of the written notice and the means by which Shareholders may ascertain the NAV.

●

The procedures by which Shareholders may tender their Shares and the right of Shareholders to withdraw or modify their tenders before the Repurchase Request Deadline.

●

The circumstances in which the Fund may suspend or postpone the repurchase offer.

XIX.

Proxy Voting Policies and Procedures

1.

Upon receiving notice or proxy involving securities within a portfolio for a registered fund, the Adviser’s Chief Compliance Officer (the “CCO”) or designee will review the proxy and determine whether the matter is covered by the Adviser’s proxy voting guidelines below.

2.

If the matter is covered by the proxy voting guidelines below, the CCO or designee will submit the vote in accordance with the guidelines.

3.

If the matter is not covered by the proxy voting guidelines below, the CCO will submit the proxy for review as to whether a material conflict of interest exists with respect to the Adviser’s voting of the proxy.

 

a.

The CCO shall arrange for a special meeting of the Proxy Voting Committee of the Adviser to consider and determine how the proxy should be voted.

 

b.

If the CCO determines that a material conflict of interest exists, the following actions will be followed:

 

i.

If a matter should be voted contrary to the recommendation of management of the issuer, then the CCO or designee may vote the proxy as such, and no further action is necessary.

 

ii.

 A “further action” matter will be submitted to the Proxy Voting Committee. As part of its deliberations, the committee will review, as applicable, a description of the proposed vote and relevant proxy materials; as applicable, a description of the proposed vote and relevant proxy materials; data concerning clients’ holdings in the relevant issuer; information pertinent to the determination, if any, of the CCO as to the presence of a material conflict of interest; the vote, if any, indicated by the proxy guidelines on the matter and the rationale of other relevant parties as to the recommended vote; and any other information deemed relevant.  After review, a voting decision will be arrived at based on the guiding principle of seeking the maximization of the economic value for the Fund’s Shareholders.  It may be determined to override the proxy guidelines and/or vote with management only if determined, in its reasonable judgment that such a vote would be in the best interests of the Shareholders of the Fund.  Deliberations and decisions will be appropriately documented, and such records will be maintained by the CCO.

4.

All voting records will be retained in accordance with the recordkeeping procedures below.

 

XX.

Code of Ethics

XXI.

Brokerage Transactions

 

XXIII.

Conflicts of Interest

XXIV.

U.S. Federal Income Tax Considerations

(i)

an individual who is a citizen or resident of the United States;

(ii)

a corporation, or other entity taxable as a corporation, created or organized in or under the laws of the United States, any state therein or the District of Columbia;

(iii)

an estate the income of which is subject to U.S. federal income taxation regardless of its source; or

(iv)

 a trust if it (x) is subject to the primary supervision of a court within the United States and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (y) has a valid election in effect under applicable United States Treasury regulations to be treated as a U.S. person.

XXV.

Benefit Plan Investor Considerations

XXVI.

Distributions

XXVII.

Distribution Reinvestment Plan

XXVIII.

Description of Shares and Additional Information Regarding Declaration of Trust and Bylaws

XXIX.

Fiscal Year; Reports to Shareholders

XXX.

Independent Registered Public Accounting Firm

XXXI.

Legal Counsel

XXXII.

 Beneficial Owners

XXXIII.

 Inquiries and Financial Information

 

*

To be completed by amendment.

By: /s/ Jason C. Brown