Washington, D.C. 20549
Form N-CSR is to be used by management investment
companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required
to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use
the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.
A registrant is required to disclose the information
specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection
of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget ("OMB") control
number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing
the burden to the Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed
this collection of information under the clearance requirements of 44 U.S.C. § 3507.
|
|
|
CAZ STRATEGIC OPPORTUNITIES FUND
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
March 31, 2026
|
1. Organization
CAZ Strategic Opportunities Fund (the “Fund”) is organized as a Delaware statutory trust that is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as a non-diversified, closed-end management investment company. The Fund operates as an interval fund pursuant to Rule 23c-3 of the 1940 Act. Prior to October 31, 2025, the Fund operated as a “tender offer fund,” and was subject to the requirements of Rule 13e-4 under the Securities Exchange Act of 1934, as amended, with respect to its past tender offers. The Fund’s investment objectives are to seek long-term capital appreciation and current income. The Fund seeks to achieve its investment objective by investing or making capital commitments in a broad cross section of private market assets across multiple strategies, geographies and asset classes. Class I and Class R shares commenced operations on March 1, 2024. Class F shares commenced operations on June 1, 2024. Class E shares commenced operations on December 1, 2024. Class A shares commenced operations on May 1, 2025.
The Fund currently offers six classes of shares: Class D shares and Class R shares are sold without any sales loads and subject to a $2,500 initial investment minimum. Class E shares and Class F shares are sold without any sales loads, but are subject to a $100,000 initial investment minimum. Class I shares are sold without any sales loads, but are subject to a $3,000,000 initial investment minimum. Class A shares are subject to a sales charge of up to 3.00% and a $2,500 initial investment. As of March 31, 2026, Class D has not yet commenced operations.
Consolidation of a Subsidiary — CAZ SOF Opportunistic Blocker LLC (the “Subsidiary”), a Delaware limited liability company and wholly-owned subsidiary of the Fund, was formed on February 25, 2024. These consolidated financial statements include the financial position and the results of operations of the Fund and the Subsidiary. All intercompany balances were eliminated upon consolidation. The Subsidiary has the same investment objective as the Fund. As of March 31, 2026, the net assets of the Subsidiary were $76,766,434, which is 11.05% of the Fund’s net assets.
2. Significant Accounting Policies
The following is a summary of the Fund’s significant accounting policies.
Basis of Presentation and Use of Estimates — The Fund is an investment company and accordingly follows the investment company accounting and reporting guidance of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 946, Financial Services — Investment Companies. The consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”), which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement. Actual results could differ from those estimates.
Cash and Cash Equivalents — Idle cash may be swept into various short-term investments, including money market funds or interest bearing overnight demand deposit accounts, in amounts which may exceed insured limits. Amounts swept overnight are available on the next business day.
Valuation of Securities — The Fund calculates the net asset value (“NAV”) of each class of shares of the Fund daily (each, a “Determination Date”).
The valuation of the Fund’s investments is performed in accordance with the Pricing and Fair Valuation Policies (“Valuation Policies”) approved by the Trustees of the Fund (the “Board”), and in conjunction with FASB’s Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosures. The Board has designated CAZ Investments Registered Adviser LLC (the “Adviser” or “Valuation Designee”), the investment adviser to the Fund, as the Valuation Designee pursuant to Rule 2a-5 under the 1940 Act to perform the fair value determination relating to any and all Fund investments, subject to the conditions and oversight requirements described in the Valuation Policies.
|
28
|
|
CAZ Strategic Opportunities Fund
|
|
|
|
CAZ STRATEGIC OPPORTUNITIES FUND
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
March 31, 2026 (Continued)
|
The Fund’s investments are comprised primarily of instruments for which market prices are not readily available, such as hedge funds and private equity investments, including, but not limited to primary and secondary investments in private equity funds managed by third-party managers, co-investment opportunities, and direct private equity investments. Such investments may be valued at acquisition cost initially until the Valuation Designee determines acquisition cost no longer represents fair market value. The fair value of such investments as of each Determination Date ordinarily will be the capital account value of the Fund’s interest in such investments as provided by the relevant general partner, managing member or affiliated investment adviser of the private investment vehicles, such as private equity funds and private credit funds, in which the Fund invests (the “Investment Funds”) (the “Investment Managers”) as of or prior to the relevant Determination Date; provided that such values will be adjusted for any other relevant information available at the time the Fund values its portfolio, including capital activity and material events occurring between the reference dates of the Investment Managers’ valuations and the relevant Determination Date.
The Valuation Designee may engage the services of a third-party valuation consultant to provide independent valuations on certain of the Fund’s investments, which may include debt and equity securities that are not publicly traded or for which market prices are not readily available. In determining the fair values of these investments, widely recognized market and income valuation methodologies are utilized, which may include, but are not limited to, earnings and multiple analysis and discounted cash flow methodologies. In order to determine a fair value, these methods are applied to the latest information provided by the underlying companies or other business counterparties.
Securities traded on one or more of the U.S. national securities exchanges, the Nasdaq Stock Market or any foreign stock exchange are valued based on their respective market price. Shares of mutual funds, including money market funds, are valued at their reported NAV. Fixed income investments (other than short-term obligations) held by the Fund are normally valued at prices supplied by independent pricing services in accordance with the Valuation Policies. Short-term investments maturing in 60 days or less are generally valued at amortized cost.
Assets and liabilities initially expressed in foreign currencies will be converted into U.S. Dollars using foreign exchange rates provided by a recognized pricing service.
U.S. GAAP establishes a single authoritative definition of fair value, sets out a framework for measuring fair value and requires additional disclosures about fair value measurement.
Various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in the three broad levels listed below:
• Level 1 — unadjusted quoted prices in active markets for identical assets
• Level 2 — other significant observable inputs (including quoted prices of similar securities, interest rates, prepayment speeds, credit risk, etc.)
• Level 3 — significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments)
Private investments that are measured at fair value using the investments’ pro rata NAV (or its equivalent) without further adjustment, as a practical expedient of fair value are excluded from the fair value hierarchy. Generally, the fair value of the Fund’s investment in a privately offered investment represents the amount that the Fund could reasonably expect to receive from the investment fund if the Fund’s investment is withdrawn at the measurement date based on NAV.
The inputs or methodology used for valuing securities are not necessarily an indication of the risks associated with investing in those securities. The inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement falls in its entirety is determined based on the lowest level input that is significant to the fair value measurement.
|
Annual Report Dated March 31, 2026
|
|
29
|
|
|
|
CAZ STRATEGIC OPPORTUNITIES FUND
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
March 31, 2026 (Continued)
|
The following is a summary of the Fund’s investments and inputs used to value the investments, by security type, as of March 31, 2026:
|
Investments in Securities
|
|
Practical
Expedient*
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Common Stocks
|
|
$
|
—
|
|
$
|
21,296,161
|
|
$
|
—
|
|
$
|
—
|
|
$
|
21,296,161
|
|
Private Investments**
|
|
|
614,149,943
|
|
|
—
|
|
|
—
|
|
|
39,581,002
|
|
|
653,730,945
|
|
Money Market Securities
|
|
|
—
|
|
|
27,628,121
|
|
|
—
|
|
|
—
|
|
|
27,628,121
|
|
Total
|
|
$
|
614,149,943
|
|
$
|
48,924,282
|
|
$
|
—
|
|
$
|
39,581,002
|
|
$
|
702,655,227
|
The following is additional information regarding investments that are measured at the investment’s pro rata NAV (or its equivalent as practical expedient:
|
Private Investment(a)
|
|
Investment
Strategy
|
|
Fair Value
|
|
Unfunded
Commitment
|
|
Redemption
Frequency
|
|
Redemption
Notice Period
|
|
26N Guava Co-Investment Partners LP
|
|
Buyout(h)
|
|
$
|
7,442,207
|
|
$
|
—
|
|
None(b)
|
|
Not Applicable
|
|
26N Jupiter Co-Investment Partners LP
|
|
Growth(l)
|
|
|
6,023,253
|
|
|
—
|
|
None(b)
|
|
Not Applicable
|
|
26N Nova Co-Investment Partners LP
|
|
Buyout(h)
|
|
|
10,358,319
|
|
|
—
|
|
None(b)
|
|
Not Applicable
|
|
26N Private Equity Partners I LP
|
|
Buyout(h)
|
|
|
960,691
|
|
|
6,662,782
|
|
None(b)
|
|
Not Applicable
|
|
ACP Woodlands
Feeder LP
|
|
Real Estate(n)
|
|
|
13,452,747
|
|
|
—
|
|
None(b)
|
|
Not Applicable
|
|
AE Co-Investment Partners Fund III-R, LP
|
|
Growth(l)
|
|
|
3,002,607
|
|
|
—
|
|
None(b)
|
|
Not Applicable
|
|
AE Industrial Partners Aerospace Leasing Fund II-A, LP
|
|
Real Assets(i)
|
|
|
2,522,904
|
|
|
7,129,339
|
|
None(b)
|
|
Not Applicable
|
|
Akra Origin Holdings-A, LP
|
|
Real Assets(i)
|
|
|
5,091,518
|
|
|
2,341,703
|
|
None(b)
|
|
Not Applicable
|
|
Alta Park Private Opportunities Fund, LP Series IV
|
|
Growth(l)
|
|
|
4,993,029
|
|
|
—
|
|
None(b)
|
|
Not Applicable
|
|
APH Extended Value Fund H LP
|
|
Buyout(h)
|
|
|
5,809,901
|
|
|
23,618
|
|
None(b)
|
|
Not Applicable
|
|
Arctos American Football Fund Feeder, LP
|
|
Professional Sports(c)
|
|
|
7,449,154
|
|
|
17,507,033
|
|
None(b)
|
|
Not Applicable
|
|
Arctos Florida Co-Investment Holdings Feeder, LP
|
|
Professional Sports(c)
|
|
|
4,554,340
|
|
|
339,464
|
|
None(b)
|
|
Not Applicable
|
|
Arctos Keystone Atlas Co-Invest A, LP
|
|
GP Stakes(d)
|
|
|
6,217,745
|
|
|
—
|
|
None(b)
|
|
Not Applicable
|
|
Arctos Sports Partners Fund I, LP
|
|
Professional Sports(c)
|
|
|
10,403,100
|
|
|
1,610,653
|
|
None(b)
|
|
Not Applicable
|
|
30
|
|
CAZ Strategic Opportunities Fund
|
|
|
|
CAZ STRATEGIC OPPORTUNITIES FUND
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
March 31, 2026 (Continued)
|
|
Private Investment(a)
|
|
Investment
Strategy
|
|
Fair Value
|
|
Unfunded
Commitment
|
|
Redemption
Frequency
|
|
Redemption
Notice Period
|
|
Artist Growth Opportunity V LP
|
|
Growth(l)
|
|
$
|
3,161,761
|
|
$
|
—
|
|
None(b)
|
|
Not Applicable
|
|
ASP II AMR Co-Invest, LP
|
|
Professional Sports(c)
|
|
|
5,647,253
|
|
|
334,955
|
|
None(b)
|
|
Not Applicable
|
|
ASP II Project Striker Co-Invest, LP
|
|
Professional Sports(c)
|
|
|
3,872,900
|
|
|
759,179
|
|
None(b)
|
|
Not Applicable
|
|
Audax Senior Loan Fund I,
LP
|
|
Credit(j)
|
|
|
5,009,051
|
|
|
—
|
|
Quarterly
|
|
90 days written notice prior to the last day of a fiscal quarter
|
|
BITKRAFT Ventures Fund III,
LP
|
|
Venture Capital(e)
|
|
|
2,297,990
|
|
|
3,325,000
|
|
None(b)
|
|
Not Applicable
|
|
Blackstone Strategic Capital Holdings (Cayman) LP
|
|
GP Stakes(d)
|
|
|
8,259,795
|
|
|
911,647
|
|
None(b)
|
|
Not Applicable
|
|
Blackstone Strategic Capital Holdings II (Vol Co-Invest) LLC
|
|
GP Stakes(d)
|
|
|
5,014,104
|
|
|
2,563,712
|
|
None(b)
|
|
Not Applicable
|
|
Blackstone Strategic Capital Holdings LP
|
|
GP Stakes(d)
|
|
|
15,102,975
|
|
|
1,542,591
|
|
None(b)
|
|
Not Applicable
|
|
Blue Owl GP Stakes Atlas Fund I Offshore Investors LP
|
|
GP Stakes(d)
|
|
|
26,464,143
|
|
|
3,196,297
|
|
None(b)
|
|
Not Applicable
|
|
Blue Owl GP Stakes Atlas Fund III Offshore Investors LP
|
|
GP Stakes(d)
|
|
|
6,204,909
|
|
|
14,923,805
|
|
None(b)
|
|
Not Applicable
|
|
Blue Owl GP Stakes II Offshore Investors LP
|
|
GP Stakes(d)
|
|
|
3,311,262
|
|
|
758,955
|
|
None(b)
|
|
Not Applicable
|
|
Blue Owl GP Stakes II Pension Investors LP
|
|
GP Stakes(d)
|
|
|
2,846,986
|
|
|
614,391
|
|
None(b)
|
|
Not Applicable
|
|
Blue Owl GP Stakes IV Offshore Investors, LP
|
|
GP Stakes(d)
|
|
|
3,724,533
|
|
|
3,586,470
|
|
None(b)
|
|
Not Applicable
|
|
Blue Owl GP Stakes IV US Investors, LP
|
|
GP Stakes(d)
|
|
|
10,707,112
|
|
|
9,751,013
|
|
None(b)
|
|
Not Applicable
|
|
Blue Owl GP Stakes Offshore Investors LP
|
|
GP Stakes(d)
|
|
|
10,587,053
|
|
|
2,575,439
|
|
None(b)
|
|
Not Applicable
|
|
Blue Owl GP Stakes US Investors LP
|
|
GP Stakes(d)
|
|
|
1,870,256
|
|
|
446,760
|
|
None(b)
|
|
Not Applicable
|
|
Blue Owl HomeCourt Purple LLC
|
|
Professional Sports(c)
|
|
|
13,402,875
|
|
|
—
|
|
None(b)
|
|
Not Applicable
|
|
Bonaccord Pier AH Aggregator, LP
|
|
GP Stakes(d)
|
|
|
1,559,091
|
|
|
2,186,364
|
|
None(b)
|
|
Not Applicable
|
|
Bonaccord Pier IH Aggregator, LP
|
|
GP Stakes(d)
|
|
|
604,545
|
|
|
1,650,000
|
|
None(b)
|
|
Not Applicable
|
|
BP ACE CV, LP
|
|
Growth(l)
|
|
|
2,070,807
|
|
|
1,831,470
|
|
None(b)
|
|
Not Applicable
|
|
BSP Pioneer Investors Feeder, LP
|
|
GP Stakes(d)
|
|
|
5,056,789
|
|
|
356,040
|
|
None(b)
|
|
Not Applicable
|
|
Annual Report Dated March 31, 2026
|
|
31
|
|
|
|
CAZ STRATEGIC OPPORTUNITIES FUND
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
March 31, 2026 (Continued)
|
|
Private Investment(a)
|
|
Investment
Strategy
|
|
Fair Value
|
|
Unfunded
Commitment
|
|
Redemption
Frequency
|
|
Redemption
Notice Period
|
|
Caffeinated Capital Aven SPV III, LLC
|
|
Venture Capital(e)
|
|
$
|
3,910,991
|
|
|
$
|
—
|
|
None(b)
|
|
Not Applicable
|
|
Caffeinated Capital Aven SPV IV, LLC
|
|
Venture Capital(e)
|
|
|
1,991,568
|
|
|
|
—
|
|
None(b)
|
|
Not Applicable
|
|
Caffeinated Capital Onebrief SPV, LLC
|
|
Growth(l)
|
|
|
4,332,700
|
|
|
|
—
|
|
None(b)
|
|
Not Applicable
|
|
Caffeinated Capital Playground SPV, LLC
|
|
Venture Capital(e)
|
|
|
99,353
|
|
|
|
—
|
|
None(b)
|
|
Not Applicable
|
|
Caffeinated Capital Saronic SPV, LLC
|
|
Venture Capital(e)
|
|
|
4,462,256
|
|
|
|
—
|
|
None(b)
|
|
Not Applicable
|
|
Caffeinated Capital Varda SPV II, LLC
|
|
Venture Capital(e)
|
|
|
3,100,237
|
|
|
|
—
|
|
None(b)
|
|
Not Applicable
|
|
Capstone Dispersion Fund (US) LP
|
|
Derivative(f)
|
|
|
6,397,034
|
|
|
|
—
|
|
Monthly
|
|
60 Days Notice
|
|
Cogentrix Co-Investment Fund-D, LP
|
|
Real Assets(i)
|
|
|
1,728,243
|
|
|
|
—
|
|
None(b)
|
|
Not Applicable
|
|
Dawson Partners (Canyon) LP
|
|
GP Stakes(d)
|
|
|
(131,700
|
)
|
|
|
10,000,000
|
|
None(b)
|
|
Not Applicable
|
|
Dawson Rated Fund 6-R1 Holdings LP, Class B
|
|
Secondaries(g)
|
|
|
4,772,081
|
|
|
|
5,755,905
|
|
None(b)
|
|
Not Applicable
|
|
DSC Meridian Credit Opportunities Offshore Fund LTD, Founders
Class
|
|
Credit(j)
|
|
|
5,384,897
|
|
|
|
—
|
|
Quarterly
|
|
65 days prior to quarter end
|
|
EIP Chisos I, LP
|
|
Real Assets(i)
|
|
|
1,982,928
|
|
|
|
29,607
|
|
None(b)
|
|
Not Applicable
|
|
EnCap Energy Capital Fund VIII Co-Investors, LP
|
|
Real Assets(i)
|
|
|
616,671
|
|
|
|
100,806
|
|
None(b)
|
|
Not Applicable
|
|
EnCap Energy Capital Fund VIII Co-Investors, LP
|
|
Real Assets(i)
|
|
|
2,055,673
|
|
|
|
335,322
|
|
None(b)
|
|
Not Applicable
|
|
EnCap Energy Capital Fund XII-B, LP
|
|
Real Assets(i)
|
|
|
8,599,265
|
|
|
|
3,708,632
|
|
None(b)
|
|
Not Applicable
|
|
Endurance Parallel Offshore LP
|
|
GP Stakes(d)
|
|
|
7,385,553
|
|
|
|
65,924
|
|
None(b)
|
|
Not Applicable
|
|
ENR Denali-Avant SPV, LP
|
|
Real Assets(i)
|
|
|
3,544,635
|
|
|
|
1,351,610
|
|
None(b)
|
|
Not Applicable
|
|
F&S I Blocker Member, LLC
|
|
Real Estate(n)
|
|
|
2,104,812
|
|
|
|
12,000,000
|
|
None(b)
|
|
Not Applicable
|
|
Firebird Co-Investment Fund-D, LP
|
|
Real Assets(i)
|
|
|
1,033,930
|
|
|
|
65,968
|
|
None(b)
|
|
Not Applicable
|
|
Five Point Natural Gas Yield Fund II LP
|
|
Real Assets(i)
|
|
|
2,523,780
|
|
|
|
781,838
|
|
None(b)
|
|
Not Applicable
|
|
Five Point Water Management and Sustainable Infrastructure Fund IV LP
|
|
Real Assets(i)
|
|
|
3,133,509
|
|
|
|
2,684,204
|
|
None(b)
|
|
Not Applicable
|
|
GCM Grosvenor Elevate Feeder Fund I, LP
|
|
GP Stakes(d)
|
|
|
3,258,682
|
|
|
|
20,514,485
|
|
None(b)
|
|
Not Applicable
|
|
General Catalyst Group XII, LP
|
|
Venture Capital(e)
|
|
|
6,259,408
|
|
|
|
904,983
|
|
None(b)
|
|
Not Applicable
|
|
32
|
|
CAZ Strategic Opportunities Fund
|
|
|
|
CAZ STRATEGIC OPPORTUNITIES FUND
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
March 31, 2026 (Continued)
|
|
Private Investment(a)
|
|
Investment
Strategy
|
|
Fair Value
|
|
Unfunded
Commitment
|
|
Redemption
Frequency
|
|
Redemption
Notice Period
|
|
Gordon Holdings (Offshore) I LP
|
|
Secondaries(g)
|
|
$
|
15,056,971
|
|
$
|
6,527,275
|
|
None(b)
|
|
Not Applicable
|
|
GPS V, LP
|
|
Growth(l)
|
|
|
6,508,126
|
|
|
—
|
|
None(b)
|
|
Not Applicable
|
|
GrowthCurve Capital Destination Co-Invest LP
|
|
Buyout(h)
|
|
|
1,468,964
|
|
|
—
|
|
None(b)
|
|
Not Applicable
|
|
H. Barton Venture Select V, LLC
|
|
Venture Capital(e)
|
|
|
2,082,810
|
|
|
1,290,000
|
|
None(b)
|
|
Not Applicable
|
|
H.I.G. Capital Partners VII-B, LP
|
|
Buyout(h)
|
|
|
161,378
|
|
|
2,775,000
|
|
None(b)
|
|
Not Applicable
|
|
H.I.G. Small-Cap & Growth Buyout Fund IV,
LP
|
|
Buyout(h)
|
|
|
198,061
|
|
|
9,750,000
|
|
None(b)
|
|
Not Applicable
|
|
Hedosophia Investments VI K LP, Series B
|
|
Growth(l)
|
|
|
5,021,120
|
|
|
—
|
|
None(b)
|
|
Not Applicable
|
|
Hedosophia Investments VI M LP, Series B
|
|
Growth(l)
|
|
|
5,060,000
|
|
|
—
|
|
None(b)
|
|
Not Applicable
|
|
Hedosophia Partners VI LP, Series B
|
|
Growth(l)
|
|
|
10,138,463
|
|
|
5,000,000
|
|
None(b)
|
|
Not Applicable
|
|
Hedosophia SP B LP
|
|
Growth(l)
|
|
|
5,727,623
|
|
|
—
|
|
None(b)
|
|
Not Applicable
|
|
HEQ II Co-Investment Fund-D, LP
|
|
Real Assets(i)
|
|
|
657,934
|
|
|
361,731
|
|
None(b)
|
|
Not Applicable
|
|
Hercules CV, LP
|
|
Real Assets(i)
|
|
|
322,058
|
|
|
361,708
|
|
None(b)
|
|
Not Applicable
|
|
HHC InXpress Group
CV, LP
|
|
Secondaries(g)
|
|
|
5,611,720
|
|
|
316,768
|
|
None(b)
|
|
Not Applicable
|
|
HPC Preferred Opportunities, LP
|
|
GP Stakes(d)
|
|
|
1,047,900
|
|
|
8,952,100
|
|
None(b)
|
|
Not Applicable
|
|
HS Investments VI C, LP
|
|
Growth(l)
|
|
|
9,106,605
|
|
|
—
|
|
None(b)
|
|
Not Applicable
|
|
Insight Hideaway Aggregator, LP
|
|
Buyout(h)
|
|
|
3,405,775
|
|
|
600,000
|
|
None(b)
|
|
Not Applicable
|
|
Janus Henderson Biotech Innovation Fund LLC, Standard Class A
|
|
Long/Short(k)
|
|
|
9,264,711
|
|
|
—
|
|
Quarterly
|
|
60 days
|
|
JCF V Co-Invest E LP
|
|
Buyout(h)
|
|
|
2,404,641
|
|
|
—
|
|
None(b)
|
|
Not Applicable
|
|
JCF V Co-Invest River LP
|
|
Buyout(h)
|
|
|
5,972,392
|
|
|
—
|
|
None(b)
|
|
Not Applicable
|
|
Khosla Ventures IX, LP
|
|
Venture Capital(e)
|
|
|
1,870,940
|
|
|
6,468,000
|
|
None(b)
|
|
Not Applicable
|
|
Khosla Ventures Opportunity III, LP
|
|
Venture Capital(e)
|
|
|
2,668,158
|
|
|
5,320,000
|
|
None(b)
|
|
Not Applicable
|
|
Khosla Ventures Seed G,
LP
|
|
Venture Capital(e)
|
|
|
836,000
|
|
|
3,180,000
|
|
None(b)
|
|
Not Applicable
|
|
LGP Sage CVT Coinvest
LP
|
|
Growth(l)
|
|
|
1,905,138
|
|
|
100,155
|
|
None(b)
|
|
Not Applicable
|
|
LM Simba CV Feeder LP
|
|
Buyout(h)
|
|
|
8,260,003
|
|
|
1,739,997
|
|
None(b)
|
|
Not Applicable
|
|
M13 Ventures IV, LP
|
|
Venture Capital(e)
|
|
|
2,940,658
|
|
|
2,087,500
|
|
None(b)
|
|
Not Applicable
|
|
NEA Secondary Opportunity Fund, LP
|
|
Venture Capital(e)
|
|
|
4,935,884
|
|
|
62,868
|
|
None(b)
|
|
Not Applicable
|
|
Annual Report Dated March 31, 2026
|
|
33
|
|
|
|
CAZ STRATEGIC OPPORTUNITIES FUND
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
March 31, 2026 (Continued)
|
|
Private Investment(a)
|
|
Investment
Strategy
|
|
Fair Value
|
|
Unfunded
Commitment
|
|
Redemption
Frequency
|
|
Redemption
Notice Period
|
|
Neuberger PSG Prima IX
LP
|
|
Growth(l)
|
|
$
|
2,516,327
|
|
|
$
|
—
|
|
None(b)
|
|
Not Applicable
|
|
Olympus Parallel Offshore, LP
|
|
GP Stakes(d)
|
|
|
2,114,608
|
|
|
|
7,785,018
|
|
None(b)
|
|
Not Applicable
|
|
OrbiMed RCO V Offshore Feeder, LP
|
|
Credit(j)
|
|
|
(59,795
|
)
|
|
|
10,000,000
|
|
None(b)
|
|
Not Applicable
|
|
Overmatch Apex SPV LLC, Class A
|
|
Venture Capital(e)
|
|
|
2,941,176
|
|
|
|
—
|
|
None(b)
|
|
Not Applicable
|
|
Overmatch Armada SPV B, LLC, Class A Units
|
|
Venture Capital(e)
|
|
|
4,000,000
|
|
|
|
—
|
|
None(b)
|
|
Not Applicable
|
|
PACT-CAZ Offshore Feeder, LP
|
|
GP Stakes(d)
|
|
|
872,150
|
|
|
|
9,234,493
|
|
None(b)
|
|
Not Applicable
|
|
Palmer Square Income Plus Fund LLC, Class A
|
|
Credit(j)
|
|
|
5,461,923
|
|
|
|
—
|
|
Bi-Weekly
|
|
5 business days written notice
|
|
Park Square Capital Credit Investments SCSp, SICAV-RAIF – Credit Partners Evergreen
|
|
Credit(j)
|
|
|
5,278,740
|
|
|
|
—
|
|
Monthly
|
|
90 days written notice
|
|
Petershill PES II Offshore SCSp
|
|
GP Stakes(d)
|
|
|
(166,216
|
)
|
|
|
24,582,268
|
|
None(b)
|
|
Not Applicable
|
|
Petershill Private Equity Seeding Offshore SCSp
|
|
GP Stakes(d)
|
|
|
6,498,406
|
|
|
|
3,661,806
|
|
None(b)
|
|
Not Applicable
|
|
Platinum Credit Opportunities Fund, LP
|
|
Credit(j)
|
|
|
3,255,409
|
|
|
|
5,296,262
|
|
None(b)
|
|
Not Applicable
|
|
QB Energy Co-Investment Fund-D, LP
|
|
Real Assets(i)
|
|
|
769,813
|
|
|
|
270,636
|
|
None(b)
|
|
Not Applicable
|
|
Quantum Energy Partners VIII-D Co-Investment Fund, LP
|
|
Real Assets(i)
|
|
|
1,608,689
|
|
|
|
532,469
|
|
None(b)
|
|
Not Applicable
|
|
Quantum Parallel Partners VIII-D, LP
|
|
Real Assets(i)
|
|
|
9,143,472
|
|
|
|
2,582,592
|
|
None(b)
|
|
Not Applicable
|
|
RCP MQ Co-Investment Fund, LP
|
|
Buyout(h)
|
|
|
3,297,721
|
|
|
|
—
|
|
None(b)
|
|
Not Applicable
|
|
RCP Ocean Co-Investment Fund, LP
|
|
Buyout(h)
|
|
|
8,810,910
|
|
|
|
—
|
|
None(b)
|
|
Not Applicable
|
|
Reveille VC Fund I, LP
|
|
Venture Capital(e)
|
|
|
643,163
|
|
|
|
6,750,000
|
|
None(b)
|
|
Not Applicable
|
|
Revelstoke Capital Partners Fund IV, LP
|
|
Growth(l)
|
|
|
(65,579
|
)
|
|
|
5,000,000
|
|
None(b)
|
|
Not Applicable
|
|
Saba Capital Carry Neutral Tail Hedge Partners, LP
|
|
Long/Short(k)
|
|
|
3,326,333
|
|
|
|
—
|
|
Monthly
|
|
35 days notice
|
|
Sage Equity Investors Side, LP
|
|
Secondaries(g)
|
|
|
2,216,163
|
|
|
|
13,361,010
|
|
None(b)
|
|
Not Applicable
|
|
Sapphire Opportunity Fund IV, LP, Investment Class 4
|
|
Growth(l)
|
|
|
6,185,897
|
|
|
|
—
|
|
None(b)
|
|
Not Applicable
|
|
Series X Capital Fund I, LP
|
|
Venture Capital(e)
|
|
|
3,234,741
|
|
|
|
6,425,000
|
|
None(b)
|
|
Not Applicable
|
|
34
|
|
CAZ Strategic Opportunities Fund
|
|
|
|
CAZ STRATEGIC OPPORTUNITIES FUND
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
March 31, 2026 (Continued)
|
|
Private Investment(a)
|
|
Investment
Strategy
|
|
Fair Value
|
|
Unfunded
Commitment
|
|
Redemption
Frequency
|
|
Redemption
Notice Period
|
|
Snowpoint Growth 2.2,
LLC
|
|
Venture Capital(e)
|
|
$
|
3,179,382
|
|
|
$
|
—
|
|
None(b)
|
|
Not Applicable
|
|
Snowpoint Growth 2.3,
LLC
|
|
Growth(l)
|
|
|
1,005,633
|
|
|
|
—
|
|
None(b)
|
|
Not Applicable
|
|
Snowpoint Growth I.VI,
LLC
|
|
Growth(l)
|
|
|
3,015,163
|
|
|
|
—
|
|
None(b)
|
|
Not Applicable
|
|
Snowpoint Ventures II – S&T, LP
|
|
Venture Capital(e)
|
|
|
1,884,825
|
|
|
|
3,960,000
|
|
None(b)
|
|
Not Applicable
|
|
Socratic Partners I LP
|
|
Venture Capital(e)
|
|
|
840,132
|
|
|
|
2,159,868
|
|
None(b)
|
|
Not Applicable
|
|
SQ Capital Fund I Holdings A, LP
|
|
Buyout(h)
|
|
|
7,805,940
|
|
|
|
700,704
|
|
None(b)
|
|
Not Applicable
|
|
SQ Capital Fund I-A, LP
|
|
Secondaries(g)
|
|
|
720,447
|
|
|
|
12,000,000
|
|
None(b)
|
|
Not Applicable
|
|
Star Mountain CFO I Subordinated Note Feeder (Onshore),
LP
|
|
Credit(j)
|
|
|
8,250,000
|
|
|
|
6,750,000
|
|
None(b)
|
|
Not Applicable
|
|
Sterling Investment Partners XK Opportunities Fund-A, LP
|
|
Secondaries(g)
|
|
|
2,835,893
|
|
|
|
863,897
|
|
None(b)
|
|
Not Applicable
|
|
Stonepeak Cologix Holdings LP
|
|
Growth(l)
|
|
|
3,647,960
|
|
|
|
372,862
|
|
None(b)
|
|
Not Applicable
|
|
Stonepeak Digital Edge (Co-Invest) Holdings IV
LP
|
|
Growth(l)
|
|
|
1,495,381
|
|
|
|
2,899,501
|
|
None(b)
|
|
Not Applicable
|
|
Sycamore Partners III, LP
|
|
Buyout(h)
|
|
|
14,355,513
|
|
|
|
1,917,128
|
|
None(b)
|
|
Not Applicable
|
|
Tacora Capital II, LP
|
|
Credit(j)
|
|
|
4,328,075
|
|
|
|
10,848,512
|
|
None(b)
|
|
Not Applicable
|
|
Tamarack Divergent I, LP, Class A
|
|
Growth(l)
|
|
|
4,950,000
|
|
|
|
—
|
|
None(b)
|
|
Not Applicable
|
|
Tamarack Global Impulse Space II, LP, Class A
|
|
Venture Capital(e)
|
|
|
3,791,331
|
|
|
|
—
|
|
None(b)
|
|
Not Applicable
|
|
Tamarack Global Opportunities II, LP
|
|
Venture Capital(e)
|
|
|
15,992,620
|
|
|
|
875,000
|
|
None(b)
|
|
Not Applicable
|
|
The Veritas Capital Partners IX, LP
|
|
Buyout(h)
|
|
|
(5,007
|
)
|
|
|
9,689,671
|
|
None(b)
|
|
Not Applicable
|
|
TI VI Project Armstrong Co-Invest, LP
|
|
Buyout(h)
|
|
|
6,334,526
|
|
|
|
546,730
|
|
None(b)
|
|
Not Applicable
|
|
TowerBrook Structured Opportunities Fund III (892), LP
|
|
Structured Capital(m)
|
|
|
2,980,054
|
|
|
|
7,427,782
|
|
None(b)
|
|
Not Applicable
|
|
Trivest Growth Investment Fund III-A, LP
|
|
Growth(l)
|
|
|
335,426
|
|
|
|
2,171,467
|
|
None(b)
|
|
Not Applicable
|
|
Upfront VIII, LP
|
|
Venture Capital(e)
|
|
|
697,951
|
|
|
|
4,181,823
|
|
None(b)
|
|
Not Applicable
|
|
Velocity Made Food, LP
|
|
Growth(l)
|
|
|
10,266,515
|
|
|
|
—
|
|
None(b)
|
|
Not Applicable
|
|
Vista Equity Partners Fund VIII-A, LP
|
|
Buyout(h)
|
|
|
3,697,980
|
|
|
|
1,828,065
|
|
None(b)
|
|
Not Applicable
|
|
Vistria Agua CV (FT), LP
|
|
Buyout(h)
|
|
|
6,269,953
|
|
|
|
5,532,054
|
|
None(b)
|
|
Not Applicable
|
|
Annual Report Dated March 31, 2026
|
|
35
|
|
|
|
CAZ STRATEGIC OPPORTUNITIES FUND
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
March 31, 2026 (Continued)
|
|
Private Investment(a)
|
|
Investment
Strategy
|
|
Fair Value
|
|
Unfunded
Commitment
|
|
Redemption
Frequency
|
|
Redemption
Notice Period
|
|
VMG Consumer VI, LP
|
|
Growth(l)
|
|
$
|
228,112
|
|
$
|
7,662,832
|
|
None(b)
|
|
Not Applicable
|
|
Washington Harbour AI Pilot, LLC, Class C
|
|
Growth(l)
|
|
|
1,005,000
|
|
|
—
|
|
None(b)
|
|
Not Applicable
|
|
Westwood Energy Secondaries Fund II, LLC
|
|
Secondaries(g)
|
|
|
10,000,000
|
|
|
—
|
|
None(b)
|
|
Not Applicable
|
|
WH Strategic Opportunities Fund IV LP, Class B
|
|
Venture Capital(e)
|
|
|
2,052,951
|
|
|
—
|
|
None(b)
|
|
Not Applicable
|
|
WH Strategic Opportunities Fund XI LP, Class A
|
|
Growth(l)
|
|
|
2,508,855
|
|
|
—
|
|
None(b)
|
|
Not Applicable
|
|
XPV Fund 1, LP
|
|
Venture Capital(e)
|
|
|
1,557,037
|
|
|
3,300,000
|
|
None(b)
|
|
Not Applicable
|
| |
|
|
|
$
|
614,149,943
|
|
$
|
381,290,516
|
|
|
|
|
|
36
|
|
CAZ Strategic Opportunities Fund
|
|
|
|
CAZ STRATEGIC OPPORTUNITIES FUND
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
March 31, 2026 (Continued)
|
The following is the activity in investments in which significant unobservable inputs (Level 3) were used in determining fair value as of March 31, 2026:
|
|
|
Beginning
balance
March 31,
2025
|
|
Transfers into
Level 3 during
the period
|
|
Transfers out of
Level 3 during
the period*
|
|
Purchases or
Contributions
|
|
Sales or
Distributions
|
|
Net
realized
gain(loss)
|
|
Change in
net unrealized
Appreciation
(Depreciation)
|
|
Ending
Balance
March 31,
2026
|
|
Private Investments
|
|
$
|
8,914,670
|
|
$
|
—
|
|
$
|
(701,846
|
)
|
|
$
|
25,381,003
|
|
$
|
—
|
|
$
|
—
|
|
$
|
5,987,175
|
|
$
|
39,581,002
|
The change in net unrealized appreciation (depreciation) included in the Consolidated Statement of Operations attributable to Level 3 investments that were held as of March 31, 2026 is $5,987,175.
The following is a summary of quantitative information about significant unobservable valuation inputs for Level 3 Fair Value Measurements for investments held as of March 31, 2026:
|
Level 3 Investment(a)
|
|
Fair Value
|
|
Valuation
Technique
|
|
Unobservable
Inputs
|
|
Range of
Inputs/Average
|
|
Impact to
Valuation
from
an Increase
in Input
|
|
Biofire Group Inc., Series A Preferred Stock
|
|
$
|
458,000
|
|
Recent Transaction
|
|
Transaction Price
|
|
Not Applicable
|
|
Increase
|
|
Biofire Group Inc., Series B-1 Preferred Stock
|
|
|
87,000
|
|
Recent Transaction
|
|
Transaction Price
|
|
Not Applicable
|
|
Increase
|
|
Blue Owl HomeCourt Purple
LLC
|
|
|
1,923,067
|
|
Recent Transaction
|
|
Transaction Price
|
|
Not Applicable
|
|
Increase
|
|
Bonaccord Capital Partners I-A, LP
|
|
|
2,711,722
|
|
Recent Transaction
|
|
Transaction Price
|
|
Not Applicable
|
|
Increase
|
|
ClareMedica Parent Holdings, LP – Class A Units
|
|
|
4,000,000
|
|
Market & Income Approach
|
|
Revenue Multiples and WACC
|
|
FY+1 – 0.40x – 1.53x/0.83x, FY+2 – 0.36x – 1.34x/0.75x and WACC – 11.7% – 11.9%/11.8%
|
|
Increase/Decrease
|
|
Annual Report Dated March 31, 2026
|
|
37
|
|
|
|
CAZ STRATEGIC OPPORTUNITIES FUND
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
March 31, 2026 (Continued)
|
|
Level 3 Investment(a)
|
|
Fair Value
|
|
Valuation
Technique
|
|
Unobservable
Inputs
|
|
Range of
Inputs/Average
|
|
Impact to
Valuation
from
an Increase
in Input
|
|
ClareMedica Parent Holdings, LP – Class C-1 Units
|
|
$
|
4,808,000
|
|
Market & Income Approach
|
|
Revenue Multiples and WACC
|
|
FY+1 – 0.40x – 1.53x/0.83x, FY+2 – 0.36x – 1.34x/0.75x and WACC – 11.7% – 11.9%/11.8%
|
|
Increase/Decrease
|
|
Earli, Inc., Series A-1 Preferred Stock
|
|
|
999,999
|
|
Recent Transaction
|
|
Transaction Price
|
|
Not Applicable
|
|
Increase
|
|
Equitime SES B Share Investor, LLC
|
|
|
1,397,950
|
|
Recent Transaction
|
|
Transaction Price
|
|
Not Applicable
|
|
Increase
|
|
Equitime SES Investor, LLC
|
|
|
1,848,275
|
|
Recent Transaction
|
|
Transaction Price
|
|
Not Applicable
|
|
Increase
|
|
Gridpoint, Inc. Series A Convertible Preferred Stock
|
|
|
1,402,500
|
|
Recent Transaction
|
|
Transaction Price
|
|
Not Applicable
|
|
Increase
|
|
Gridpoint, Inc. Series B Convertible Preferred Stock
|
|
|
1,402,500
|
|
Recent Transaction
|
|
Transaction Price
|
|
Not Applicable
|
|
Increase
|
|
Gridpoint, Inc. Series C1 Convertible Preferred Stock
|
|
|
2,195,003
|
|
Recent Transaction
|
|
Transaction Price
|
|
Not Applicable
|
|
Increase
|
|
ICON Technology, Inc., Common Stock
|
|
|
369,000
|
|
Recent
Transaction –
Option Pricing
Model
|
|
Transaction Price
Equity Volatility
Time To
Expiration
|
|
Not Applicable
55%
4.0 Years
|
|
Increase
Increase
Increase
|
|
Pershing Square Holdco, LP
|
|
|
4,978,000
|
|
Market Approach
|
|
Revenue Multiples
|
|
TTM – 1.63x – 7.72x/4.84x
|
|
Increase
|
|
Wonder Group Inc., Series C Preferred Stock
|
|
|
6,499,996
|
|
Recent Transaction
|
|
Transaction Price
|
|
Not Applicable
|
|
Increase
|
|
X-Energy Reactor Company, LLC, Series D Preferred Stock
|
|
|
4,499,990
|
|
Recent Transaction
|
|
Transaction Price
|
|
Not Applicable
|
|
Increase
|
| |
|
$
|
39,581,002
|
|
|
|
|
|
|
|
|
Restricted Securities — Restricted securities are securities that may be resold only upon registration under federal securities laws or in transactions exempt from such registration. In some cases, the issuer of restricted securities has agreed to register such securities for resale, at the issuer’s expense either upon demand by the Fund or in connection with another registered offering of the securities. Many restricted securities may be resold in the secondary market in transactions exempt from registration. Such restricted securities may be determined to be liquid under criteria established by the Board. The restricted securities may be valued at the price provided by dealers in the secondary market or, if no market prices are available, the fair value as determined in good faith in accordance with the Fund’s Valuation Policies. Private Investments generally are restricted securities that are subject to substantial holding periods and are not traded in public markets. The Fund may not be able to resell some of its investments for extended periods, which may be several years.
|
38
|
|
CAZ Strategic Opportunities Fund
|
|
|
|
CAZ STRATEGIC OPPORTUNITIES FUND
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
March 31, 2026 (Continued)
|
Foreign Currency Translation — Securities and other assets and liabilities denominated in or expected to settle in foreign currencies are translated into U.S. dollars based on exchange rates on the following basis:
A. The fair values of investment securities and other assets and liabilities are translated as of the close of the NYSE each day.
B. Purchases and sales of investment securities and income and expenses are translated at the rate of exchange prevailing as of 4:00 p.m. Eastern Time on the respective date of such transactions.
C. The Fund does not isolate that portion of the results of operations caused by changes in foreign exchange rates on investments from those caused by changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gains or losses on investments.
Reported net realized foreign exchange gains or losses arise from 1) purchases and sales of foreign currencies, 2) currency gains or losses realized between the trade and settlement dates on securities transactions and 3) the difference between the amounts of dividends and foreign withholding taxes recorded on the Fund’s books and the U.S. dollar equivalent of the amounts actually received or paid. Reported net unrealized foreign exchange gains and losses arise from changes in the value of assets and liabilities that result from changes in exchange rates.
Share Valuation — The NAV per share of each class of the Fund is calculated daily, by dividing the total value of the assets attributable to that class, less liabilities attributable to that class, by the number of shares outstanding of that class. The offering price and repurchase price per share of each class of the Fund is equal to the NAV per share of such class, except that a 2.00% early repurchase fee may be charged as discussed in Note 8.
Investment Income and Return of Capital — Dividend income is recorded on the ex-dividend date. Non-cash dividends included in dividend income, if any, are recorded at the fair value of the security received. Interest income is accrued as earned. Withholding taxes on foreign dividends have been recorded in accordance with the Fund’s understanding of the applicable country’s tax rules and rates. Distributions received from investments in securities and private funds that represent a return of capital or capital gains are recorded as a reduction of cost of investments or as a realized gain, respectively.
Deferred Financing Costs — Costs relating to obtaining financing are capitalized and amortized over the term of the related revolving credit facility using the straight-line method, which approximates the effective interest method.
Investment Transactions — Investment transactions are accounted for on the trade date. Realized gains and losses on investment securities sold are determined on a specific identification basis.
Distributions to Shareholders — Distributions to shareholders arising from net investment and net realized capital gains, if any, are declared and paid annually to shareholders. The amount of distributions from net investment income and net realized capital gains are determined in accordance with federal income tax regulations, which may differ from U.S. GAAP. Dividends and distributions to shareholders are recorded on the ex-dividend date.
U.S. Federal Income Tax — The Fund has elected to be treated and intends to qualify as a regulated investment company (“RIC”) for U.S. federal income tax purposes in each taxable year. As such, the Fund is subject to a 4% excise tax that is imposed if the Fund does not distribute by the end of any calendar year at least 98% of its net investment income (earned during the calendar year) and 98.2% of its net realized capital gains (earned during the twelve months ended October 31) plus undistributed amounts from prior years.
The Fund recognizes the tax benefits or expenses of uncertain tax positions only when the position is “more likely than not” to be sustained assuming examination by tax authorities. Management has reviewed the Fund’s tax positions and concluded that no provision for unrecognized tax benefits or expenses should be recorded related to uncertain tax positions taken in
|
Annual Report Dated March 31, 2026
|
|
39
|
|
|
|
CAZ STRATEGIC OPPORTUNITIES FUND
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
March 31, 2026 (Continued)
|
the Fund’s current tax year and all open tax years. The statute of limitations on the Fund’s U.S. federal tax returns generally remains open for a period of three years after they are filed. The statutes of limitations on the Fund’s state and local tax returns may remain open for an additional year depending upon the jurisdiction.
The Fund’s policy is to classify interest and penalties associated with underpayment of federal and state income taxes as an income tax expense on the Consolidated Statement of Operations. For the year ended March 31, 2026, the Fund did not have interest or penalties associated with underpayment of income taxes.
The Fund has selected a tax year end of September 30. The following information is computed on a tax basis for each item as of September 30, 2025:
|
Cost of portfolio investments
|
|
$
|
420,588,507
|
|
|
Gross unrealized appreciation
|
|
|
54,674,832
|
|
|
Gross unrealized depreciation
|
|
|
(4,103,751
|
)
|
|
Net unrealized appreciation
|
|
$
|
50,571,081
|
|
|
Net unrealized appreciation on foreign currency translation
|
|
|
—
|
|
|
Undistributed long term capital gains
|
|
|
173,613
|
|
|
Accumulated capital and other losses
|
|
|
(3,443,386
|
)
|
|
Distributable earnings
|
|
$
|
47,301,308
|
|
There were no distributions for the tax year ended September 30, 2025.
The difference between the U.S. federal income tax cost of portfolio investments and the financial statement cost of portfolio investments is due to certain timing differences in the recognition of capital gains or losses under income tax regulations and U.S. GAAP. These “book/tax” differences are temporary in nature and are primarily due to the Subsidiary treatment as a C Corporation for federal and state income tax purposes.
Permanent book and tax differences, primarily attributable to the book/tax basis treatment of non-deductible expenses, resulted in reclassifications for the Fund for the tax year ended September 30, 2025 as follows:
|
Paid in Capital
|
|
Distributable Earnings
|
|
$(1,775,935)
|
|
$
|
1,775,935
|
These reclassifications had no effects on net assets.
As of March 31, 2026, the Fund’s federal tax cost of portfolio investments and net unrealized appreciation (depreciation) on portfolio investments was as follows:
|
Cost of portfolio investments
|
|
$
|
566,221,690
|
|
|
Gross unrealized appreciation
|
|
|
148,679,778
|
|
|
Gross unrealized depreciation
|
|
|
(12,246,241
|
)
|
|
Net unrealized appreciation
|
|
$
|
136,433,537
|
|
Domestic Blocker Income Tax — The Subsidiary is a wholly-owned subsidiary of the Fund and is a domestic limited liability company that has elected to be treated as a C Corporation for U.S. federal income tax purposes and as such is obligated to pay federal and state income tax on its taxable income. State tax returns are filed in various states in which a physical or economic presence exists. Currently, the U.S. federal income tax rate is 21%. The Fund is currently using an estimated tax rate of 5.16% for state and local tax, net of federal tax benefit.
|
40
|
|
CAZ Strategic Opportunities Fund
|
|
|
|
CAZ STRATEGIC OPPORTUNITIES FUND
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
March 31, 2026 (Continued)
|
The Subsidiary will rely to some extent on information, which is not necessarily timely, to estimate the deferred tax asset or liability for purposes of financial statement reporting and determining the Fund’s NAV. From time to time, the Adviser may modify the estimates or assumptions related to the Subsidiary’s deferred taxes as new information becomes available. Deferred tax assets are reduced by a valuation allowance when, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and the rates on the date of enactment. Deferred tax assets and liabilities are measured using effective tax rates expected to apply to taxable income in the years such temporary differences are realized or otherwise settled.
Components of the Fund’s deferred tax asset and liability are as follows:
|
|
|
As of
March 31,
2026
|
|
Deferred tax asset:
|
|
|
|
|
|
Other
|
|
$
|
643,269
|
|
|
Deferred tax liability:
|
|
|
|
|
|
Net unrealized gain on investments
|
|
|
(4,574,180
|
)
|
|
Net deferred tax liability
|
|
$
|
(3,930,911
|
)
|
The Fund’s income tax expense/(benefit) consists of the following:
|
|
|
Year ended March 31, 2026
|
|
Current
|
|
Deferred
|
|
Total
|
|
Federal
|
|
$
|
1,754,370
|
|
$
|
849,692
|
|
$
|
2,604,062
|
|
State
|
|
|
431,074
|
|
|
131,921
|
|
|
562,995
|
|
Valuation Allowance
|
|
|
—
|
|
|
—
|
|
|
—
|
|
Total Tax Expense
|
|
$
|
2,185,444
|
|
$
|
981,613
|
|
$
|
3,167,057
|
Total income tax expense/(benefit) during the year ended March 31, 2026, differs from the amount computed by applying the Federal statutory income tax rate of 21% for the Fund to net investment income/loss and realized and unrealized gain/loss is as follows:
|
Income tax expense at statutory rate
|
|
$
|
2,595,172
|
|
|
21.00
|
%
|
|
State income taxes (net of federal benefit)
|
|
|
637,671
|
|
|
5.16
|
%
|
|
Permanent differences, net
|
|
|
(143,405
|
)
|
|
(1.16
|
%)
|
|
Change in estimated state deferred rate
|
|
|
77,619
|
|
|
0.63
|
%
|
|
Net income tax expense/(benefit)
|
|
$
|
3,167,057
|
|
|
25.63
|
%
|
Segment Reporting — An operating segment is defined in FASB Accounting Standards Codification Topic 280 — Segment Reporting as a component of a public entity that engages in business activities from which it may recognize revenues and incur expenses, has operating results that are regularly reviewed by the public entity’s chief operating decision maker (“CODM”) to make decisions about resources to be allocated to the segment and assess its performance, and has discrete financial information available. The CODM is the President of the Fund. The Fund operates as a single operating segment. The Fund’s income, expenses, assets, changes in net assets resulting from operations and performance are regularly monitored and assessed as a whole by the CODM responsible for oversight functions of the Fund, using the information presented in the financial statements and financial highlights.
|
Annual Report Dated March 31, 2026
|
|
41
|
|
|
|
CAZ STRATEGIC OPPORTUNITIES FUND
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
March 31, 2026 (Continued)
|
Accounting Pronouncement — In December 2023, the FASB issued Accounting Standards Update 2023-09 (“ASU 2023-09”), Income Taxes (“Topic 740”) Improvements to Income Tax Disclosures, which amends quantitative and qualitative income tax disclosure requirements in order to increase disclosure consistency, bifurcate income tax information by jurisdiction and remove information that is no longer beneficial. The Fund adopted ASU 2023-09 during the period ending March 31, 2026. The adoption affected disclosures only and did not have a material impact on the Fund’s accounting policies, financial position, or results of operations.
3. Investment Transactions
During the year ended March 31, 2026, cost of purchases and proceeds from sales of investment securities, other than short-term investments, were $380,910,012 and $9,996,550, respectively.
4. Investment Management and Other Agreements
Under the terms of the Investment Advisory Agreement between the Fund and the Adviser (the “Investment Advisory Agreement”), the Adviser manages the Fund’s investments subject to oversight by the Board. The Fund pays the Adviser a Management Fee, which is paid monthly in arrears at an annual rate of 1.25% of the average net assets of the Fund, including assets purchased with the borrowed funds or other forms of leverage, at the end of the two most recently completed months.
Pursuant to an Expense Support Agreement (the “Expense Support Agreement”), the Adviser has contractually agreed to waive fees or reimburse expenses to limit total annual fund operating expenses (excluding management fees paid under the Investment Advisory Agreement, Rule 12b-1 distribution and service fees, taxes, acquired fund fees and expenses, interest expenses, and certain extraordinary expenses) to no more than 1.00%, on an annualized basis, of the Fund’s average daily net assets (the “Expense Cap”). This contractual arrangement will remain in effect until at least January 9, 2027 unless the Board approves an earlier termination. Pursuant to the Expense Support Agreement, fees totaling $139,295 were waived or reimbursed by the Adviser during the year ended March 31, 2026.
If the Adviser waives its Management Fee or pays any operating expenses of the Fund pursuant to the Expense Support Agreement, the Adviser may, for a period ending three years from the date of the relevant waiver or payment, recoup amounts waived or incurred, except for amounts waived or reimbursed pursuant to the Class E expense reimbursement and Class F expense reimbursement, to the extent that the Adviser may only recoup the waived fees, reimbursed expenses or directly paid expenses if (i) the waived fees, reimbursed expenses or directly paid expenses have fallen to a level below the Expense Cap and (ii) the reimbursement amount does not raise the level of waived fees, reimbursed expenses or directly paid expenses in the month the reimbursement is being made to a level that exceeds the Expense Cap applicable at that time. For the year ended March 31, 2026, the Adviser recouped $770,824 of past Management Fee reductions. As of March 31, 2026, the Adviser may seek repayment of investment management fees and expense reimbursements no later than the dates below:
|
March 31, 2027
|
|
$
|
73,494
|
|
March 31, 2028
|
|
|
240,234
|
|
March 31, 2029
|
|
|
139,295
|
| |
|
$
|
453,023
|
In addition, the Adviser has contractually agreed to reimburse a portion of Class E’s annual fund operating expenses (excluding management fees, acquired fund fees and expenses, taxes and custody fees) (“Other Expenses”) equal to: (x) 0.20% of Class E’s average daily net assets if Class E’s total net assets are less than $100,000,000; (y) 0.30% of Class E’s average daily net assets if Class E’s total net assets are equal to or greater than $100,000,000 but less than $250,000,000; and (z) 0.40% of Class E’s average daily net assets if Class E’s total net assets are greater than
|
42
|
|
CAZ Strategic Opportunities Fund
|
|
|
|
CAZ STRATEGIC OPPORTUNITIES FUND
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
March 31, 2026 (Continued)
|
$250,000,000. The Adviser may not recoup expenses reimbursed pursuant to the expense reimbursement agreement for Class E’s Other Expenses. This contractual arrangement will remain in effect until at least January 9, 2027 unless the Board approves an earlier termination. Pursuant to the expense reimbursement arrangement, fees totaling $98,915 were waived or reimbursed by the Adviser during the year ended March 31, 2026.
In addition, the Adviser has contractually agreed to reimburse a portion of Class F’s Other Expenses equal to: (x) 0.30% of Class F’s average daily net assets if Class F’s total net assets are less than $100,000,000; (y) 0.40% of Class F’s average daily net assets if Class F’s total net assets are equal to or greater than $100,000,000 but less than $250,000,000; and (z) 0.50% of Class F’s average daily net assets if Class F’s total net assets are greater than $250,000,000. The Adviser may not recoup expenses reimbursed pursuant to the expense reimbursement agreement for Class F’s Other Expenses. This contractual arrangement will remain in effect until at least January 9, 2027 unless the Board approves an earlier termination. Pursuant to the expense reimbursement arrangement, fees totaling $587,016 were waived or reimbursed by the Adviser during the year ended March 31, 2026.
FSG Operating LLC (“FSG”) provides the Fund with certain accounting, consulting, compliance, operational and administrative services. In consideration of these services, the Fund pays FSG a quarterly fee. The Fund also reimburses FSG for certain out-of-pocket expenses. CAZ Investments LP, an affiliate of the Adviser, indirectly holds 20% of FSG’s outstanding equity interests. Fees of $465,792 were charged for services provided by FSG for the year ended March 31, 2026 (Administration fees).
Employees of PINE Advisors, LLC (“PINE”) serve as officers of the Fund. PINE receives an annual base fee for the services provided to the Fund, paid monthly. PINE is reimbursed for certain out-of-pocket expenses by the Fund. Fees paid to PINE by the Fund for the year ended March 31, 2026 are disclosed in the Consolidated Statement of Operations as Compliance fees and Certifying financial officer fees.
Ultimus Fund Solutions, LLC (“Ultimus”) provides certain administrative, accounting and transfer agency services to the Fund pursuant to a Master Services Agreement between the Fund and Ultimus (the “Master Services Agreement”). For its services, the Fund pays Ultimus a base fee and separate fixed fees to make certain filings. The Fund also reimburses Ultimus for certain out-of-pocket expenses incurred on the Fund’s behalf. The fees are accrued daily and paid monthly by the Fund and the administrative fees are based on the average net assets for the prior month and subject to monthly minimums.
The Fund has entered into a Distribution Agreement with Ultimus Fund Distributors, LLC (the “Distributor”), pursuant to which the Distributor acts as principal underwriter and distributor of the Fund’s shares of beneficial interest on a best effort basis, subject to various conditions. The Distributor may retain additional broker-dealers and other financial intermediaries (each a “Selling Agent”) to assist in the distribution of shares and shares are available for purchase through these Selling Agents or directly through the Distributor. The Distributor is a wholly-owned subsidiary of Ultimus. For these services, the Distributor receives an annual fee from the Adviser. The Adviser is also responsible for paying any out-of-pocket expenses incurred by the Distributor in providing services under the Distribution Agreement.
The Fund has adopted distribution and service plans (the “Plans”) pursuant to Rule 12b-1 under the 1940 Act for Class A Shares, Class D Shares, and Class R Shares. Under the Plans, Class A Shares and Class D Shares of the Fund bear distribution and/or service fees paid to the Distributor, some of which may be paid to select broker-dealers or other financial intermediaries. Pursuant to the Plans, for Class A Shares and Class D Shares, the Fund may pay the Distributor a fee of up to 0.60% of the average monthly net assets attributable to Class A Shares or Class D Shares on an annualized basis, respectively, for distribution financing activities. Pursuant to the Plans, for Class R Shares, the Fund may pay a financial intermediary a fee of up to 0.25% of the average monthly net assets attributable to Class R Shares for shareholder account servicing activities. For the year ended March 31, 2026, distribution fees of $20,398 and $0 were charged for Class A Shares and Class D shares, respectively. For the year ended March 31, 2026, shareholder servicing fees of $91,798 were charged for Class R. Distribution and shareholder servicing fees are disclosed on the Consolidated Statement of Operations.
|
Annual Report Dated March 31, 2026
|
|
43
|
|
|
|
CAZ STRATEGIC OPPORTUNITIES FUND
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
March 31, 2026 (Continued)
|
The Fund has entered into agreements with various third-party platforms and other financial intermediaries (“Shareholder Service Providers”) with respect to the provision of sub-transfer agency, sub-accounting, recordkeeping, shareholder communication, purchases and repurchases, technological and/or other administrative services. Pursuant to these agreements, the Fund may bear certain onboarding fees and up to 0.20% per year of the net asset value of the Fund’s shares being serviced by such Shareholder Service Providers.
In consideration of the services rendered by the Independent Trustees, the Fund pays each Independent Trustee a retainer of $40,000 per year. The Fund pays an additional retainer of $10,000 per year to the Chairman of the Fund’s Audit Committee. Trustees that are interested persons will not be compensated by the Fund. The Trustees do not receive any pension or retirement benefits.
Certain officers of the Fund are also employees of the Adviser, PINE and/or Ultimus.
Beneficial Ownership of Fund Shares
The beneficial ownership, either directly or indirectly, of more than 25% of the voting securities of the Fund creates a presumption of control under Section 2(a)(9) of the 1940 Act. As of March 31, 2026, the following shareholders of record owned more than 25% of the outstanding shares of the Fund:
|
Name of Record Owner
|
|
% Ownership
|
|
CAZ Founders Class SOF Aggregator, L.P.
|
|
34%
|
5. Risk Factors
Risk is inherent in all investing. The value of your investment in the Fund, as well as the amount of return you receive on your investment, may fluctuate significantly from day to day and over time. The following list is not intended to be a comprehensive listing of all the potential risks associated with the Fund. The Fund’s prospectus provides further details regarding the Fund’s risks and considerations.
Market Risk — Market risk is the risk that one or more markets in which the Fund invests will go down in value, including the possibility that the markets will go down sharply and unpredictably. Securities of a company may decline in value due to its financial prospects and activities, including certain operational impacts, such as data breaches and cybersecurity attacks. Securities may also decline in value due to general market and economic movements and trends, including adverse changes to credit markets, or as a result of other events such as geopolitical events, natural disasters, or widespread pandemics (such as COVID-19) or other adverse public health developments.
Private Equity Investment Risk — The Fund’s investment portfolio will consist of Investment Funds that hold securities issued primarily by privately held companies, and operating results for the portfolio companies in a specified period will be difficult to predict. Such investments involve a high degree of business and financial risk, including those relating to the current global pandemic, that can result in substantial losses.
Valuation of Private Investments Risk — The Fund’s ownership interests in private investments are not publicly traded, and the Fund will use a third-party pricing service or internal pricing methodologies to provide pricing information for certain private investments. The value of investments that are not publicly traded may not be readily determinable, and the Valuation Designee will value these investments at fair value as determined in good faith pursuant to the Valuation Policies, including to reflect significant events affecting the value of the Fund’s investments.
Daily Valuation Risk — The Fund is offered on a daily basis and calculates a daily NAV per Share. The Adviser seeks to evaluate on a daily basis material information about the Fund’s holdings. The Adviser’s fair value determinations could cause the Fund’s NAV on a valuation day to materially differ from what it would have been had such information been fully incorporated. As a result, investors who purchase Shares may receive more or less Shares and investors who tender their Shares may receive more or less cash proceeds than they otherwise would receive.
|
44
|
|
CAZ Strategic Opportunities Fund
|
|
|
|
CAZ STRATEGIC OPPORTUNITIES FUND
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
March 31, 2026 (Continued)
|
Infrastructure Sector Risk — The Fund will invest, directly or indirectly, in infrastructure. Infrastructure asset investments (“Infrastructure Assets”) may be subject to a variety of risks, not all of which can be foreseen or quantified, including: (i) the burdens of ownership of infrastructure: (ii) local, national and international political and economic conditions; (iii) the supply and demand for services from and access to infrastructure; (iv) the financial condition of users and suppliers of Infrastructure Assets; (v) changes in interest rates and the availability of funds which may render the purchase, sale or refinancing of Infrastructure Assets difficult or impracticable; (vi) changes in regulations, planning laws and other governmental rules; (vii) changes in fiscal and monetary policies; (viii) under-insured or uninsurable losses, such as force majeure acts and terrorist events; (ix) reduced investment in public and private infrastructure projects; and (x) other factors which are beyond the reasonable control of the Fund. Many of the foregoing factors could cause fluctuations in usage, expenses and revenues, causing the value of investments to decline and a material adverse effect on the Fund’s performance.
Real Estate Related Securities Risk — In addition to general market risk, the main risk of investing in real estate related securities, including public and private real estate investment trusts (REITs) and private real estate investment funds, is that the value of the underlying real estate may go down due to, among other factors, possible declines in the value of real estate; risks related to general and local economic conditions; possible lack of availability of mortgage financing, variations in rental income, neighborhood values or the appeal of property to tenants; interest rates; overbuilding; extended vacancies of properties; increases in competition, property taxes and operating expenses; and changes in zoning laws. The real estate industry is particularly sensitive to economic downturns. The values of securities of companies in the real estate industry may go through cycles of relative under-performance and out-performance in comparison to equity securities markets in general.
Real Assets Investments Risk — The Fund may invest a portion of its assets in securities and credit instruments associated with real assets, which have historically experienced substantial price volatility. The value of companies engaged in these industries is affected by (i) changes in general economic and market conditions; (ii) changes in environmental, governmental and other regulations; (iii) risks related to local economic conditions, overbuilding and increased competition; (iv) increases in property taxes and operating expenses; (v) changes in zoning laws; (vi) casualty and condemnation losses; (vii) surplus capacity and depletion concerns; (viii) the availability of financing; and (ix) changes in interest rates and leverage. In addition, the availability of attractive financing and refinancing typically plays a critical role in the success of these investments. The value of securities in these industries may go through cycles of relative under-performance and over-performance in comparison to equity securities markets in general.
Venture Capital and Growth Equity Risk — The Fund may invest in venture capital and growth equity. Venture capital is usually classified by investments in private companies that have a limited operating history, are attempting to develop or commercialize unproven technologies or implement novel business plans or are not otherwise developed sufficiently to be self-sustaining financially or to become public. Although these investments may offer the opportunity for significant gains, such investments involve a high degree of business and financial risk that can result in substantial losses. Growth equity is usually classified by investments in private companies that have achieved product-market fit but may still need capital to achieve the desired level of scale before having access to the public markets for financing. As a result of the risks associated with advancing the company’s growth plan, investors can expect a higher return than might be available in the public markets, but also need to recognize the business and financial risks that remain in advancing the company’s commercial aspirations. For both venture capital and growth equity companies, the risks are generally greater than the risks of investing in public companies that may be at a later stage of development.
Investments in Small or Middle-Market Portfolio Companies Risk — The Fund’s investments may consist of equity investments and loans to small and/or less well-established privately held companies. While smaller private companies may have potential for rapid growth, investments in private companies pose significantly greater risks than investments in public companies.
|
Annual Report Dated March 31, 2026
|
|
45
|
|
|
|
CAZ STRATEGIC OPPORTUNITIES FUND
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
March 31, 2026 (Continued)
|
First Lien Senior Secured Loans, Second Lien Senior Secured Loans and Unitranche Debt — When the Fund invests, directly or indirectly, in first lien senior secured loans, second lien senior secured loans, and unitranche debt of portfolio companies, the Fund will generally seek to take a security interest in the available assets of those portfolio companies, including the equity interests of the portfolio companies’ subsidiaries. There is a risk that the collateral securing these loans may decrease in value over time or lose its entire value, may be difficult to sell in a timely manner, may be difficult to appraise and may fluctuate in value based upon the success of the business and market conditions, including as a result of the inability of the portfolio company to raise additional capital. To the extent a debt investment is collateralized by the securities of a portfolio company’s subsidiaries, such securities may lose some or all of their value in the event of the bankruptcy or insolvency of the portfolio company. Also, in some circumstances, the Fund’s lien may be contractually or structurally subordinated to claims of other creditors. In addition, deterioration in a portfolio company’s financial condition and prospects, including its inability to raise additional capital, may be accompanied by deterioration in the value of the collateral for the loan. Loans that are under-collateralized involve a greater risk of loss. Consequently, the fact that a loan is secured does not guarantee that we will receive principal and interest payments according to the loan’s terms, or at all, or that we will be able to collect on the loan should the remedies be enforced. Finally, particularly with respect to a unitranche debt structure, unitranche debt will generally have higher leverage levels than a standard first lien term loan.
Mezzanine Investments Risk — The Fund may, directly or indirectly, invest in mezzanine loans. Structurally, mezzanine loans usually rank subordinate in priority of payment to senior debt, such as senior bank debt, and are often unsecured. However, mezzanine loans rank senior to common and preferred equity in a borrower’s capital structure. Mezzanine debt is often used in leveraged buyout and real estate finance transactions. Typically, mezzanine loans have elements of both debt and equity instruments, offering the fixed returns in the form of interest payments associated with senior debt, while providing lenders an opportunity to participate in the capital appreciation of a borrower, if any, through an equity interest. This equity interest typically takes the form of warrants. Due to their higher risk profile and often less restrictive covenants as compared to senior loans, mezzanine loans generally earn a higher return than senior secured loans. The warrants associated with mezzanine loans are typically detachable, which allows lenders to receive repayment of their principal on an agreed amortization schedule while retaining their equity interest in the borrower. Mezzanine loans also may include a “put” feature, which permits the holder to sell its equity interest back to the borrower at a price determined through an agreed-upon formula. Mezzanine investments may be issued with or without registration rights. Similar to other high yield securities, maturities of mezzanine investments are typically seven to ten years, but the expected average life is significantly shorter at three to six years. Mezzanine investments are usually unsecured and subordinate to other debt obligations of an issuer.
Foreign Investments Risk — Investments in foreign securities may be riskier, more volatile, and less liquid than investments in U.S. securities. Differences between the U.S. and foreign regulatory regimes and securities markets, including the less stringent investor protection, less stringent accounting, corporate governance, financial reporting and disclosure standards of some foreign markets, as well as political and economic developments in foreign countries and regions and the U.S. (including the imposition of sanctions, tariffs, or other governmental restrictions), may affect the value of the Fund’s investments in foreign securities. Changes in currency exchange rates may also adversely affect the Fund’s foreign investments.
Leverage Risk — Certain transactions may give rise to leverage. Leverage can increase market exposure, magnify investment risks, and cause losses to be realized more quickly. Leverage may also cause the Fund to be more volatile than if it had not been leveraged. The use of leverage may cause the Fund to liquidate portfolio positions to satisfy its obligations or to meet margin or collateral requirements when it may not be advantageous to do so.
Illiquid and Restricted Securities Risk — The Fund may invest without limit in illiquid securities, except for certain liquid asset holding requirements under Rule 23c-3(b)(10) under the 1940 Act relating to Repurchase Offers. The Fund may also invest in restricted securities. Investments in restricted securities could have the effect of increasing the amount of the Fund’s assets invested in illiquid securities, including but not limited to if qualified institutional buyers are unwilling to purchase these securities.
|
46
|
|
CAZ Strategic Opportunities Fund
|
|
|
|
CAZ STRATEGIC OPPORTUNITIES FUND
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
March 31, 2026 (Continued)
|
Liquidity Risk — The risk that the market for a particular investment or type of investment is or becomes relatively illiquid, making it difficult for the Fund to sell that investment at an advantageous time or price. Illiquidity may be due to events relating to the issuer of the securities, market events, rising interest rates, economic conditions or investor perceptions. Illiquid securities may be difficult to value and their value may be lower than the market price of comparable liquid securities, which would negatively affect the Fund’s performance.
Active Investment Management Risk — The risk that, if the Adviser’s investment strategy does not perform as expected, the Fund could underperform its peers or lose money. The Fund’s performance depends upon the performance of the portfolio managers and selected strategies, the adherence by such Investment Managers to such selected strategies, the instruments used by such Investment Managers and the Adviser’s ability to select Investment Managers and strategies and effectively allocate Fund assets among them. The Fund is organized to provide shareholders with a multi-strategy investment program and not as an indirect way to gain access to any particular Investment Funds. There is no guarantee that the Fund’s investment objective will be achieved.
Termination of the Fund’s Interest in an Investment Fund — An Investment Fund may, among other things, terminate the Fund’s interest in that Investment Fund (causing a forfeiture of all or a portion of such interest) if the Fund fails to satisfy any capital call by that Investment Fund or if the continued participation of the Fund in the Investment Fund would have a material adverse effect on the Investment Fund or its assets. The Fund’s over-commitment strategy may increase the risk that the Fund is unable to satisfy a capital call from an Investment Fund.
6. Revolving Credit Facility
On September 30, 2025, the Fund and the Subsidiary entered into a credit agreement with EverBank, N.A and other lenders from time to time party thereto (the “Credit Agreement”) which is effective until September 29, 2028. The maximum aggregate commitment amount of the borrowing under the Credit Agreement is $100,000,000. The interest rate on borrowings from the Credit Agreement is generally up to 3.35% above the 1-month Term SOFR (Secured Overnight Financing Rate). During the year ended March 31, 2026, there was $69,345 of line of credit interest expense associated with the Fund’s borrowings and $698,408 in unused borrowing fees, upfront fees and legal fees related to the Credit Agreement were incurred.
7. Contingencies and Commitments
The Fund indemnifies the Fund’s officers and the Board for certain liabilities that might arise from their performance of their duties to the Fund. Additionally, in the normal course of business the Fund enters into contracts that contain a variety of representations and warranties and which provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. However, based on experience, the Fund expects the risk of loss to be remote.
The Fund is required to provide financial support in the form of investment commitments to certain investees as part of the conditions for entering into such investments. As of March 31, 2026, the Fund had unfunded commitments in the amount of $400,616,347. Additionally, certain investees may call capital in excess of commitments to pay for expenses incurred as part of ongoing operations. At March 31, 2026, the Fund reasonably believes its assets will provide adequate cover to satisfy all its unfunded commitments.
|
Annual Report Dated March 31, 2026
|
|
47
|
|
|
|
CAZ STRATEGIC OPPORTUNITIES FUND
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
March 31, 2026 (Continued)
|
The Fund’s unfunded commitments as of March 31, 2026 are as follows:
|
Private Investments
|
|
Fair Value
|
|
Unfunded
Commitment
|
|
Caffeinated Capital Seed Fund VI, LP(a)
|
|
$
|
—
|
|
$
|
4,000,000
|
|
Hedosophia Strategic Partners LP(a)
|
|
|
—
|
|
|
12,500,000
|
|
Bonaccord Capital Partners I-A, LP
|
|
|
2,711,722
|
|
|
572,056
|
|
Equitime Blocker I Incorporated
|
|
|
1,397,950
|
|
|
1,102,050
|
|
Equitime SES Investor, LLC
|
|
|
1,848,275
|
|
|
1,151,725
|
|
Investments valued at NAV as a practical expedient(b)
|
|
|
614,149,943
|
|
|
381,290,516
|
| |
|
$
|
620,107,890
|
|
$
|
400,616,347
|
8. Capital Stock
The Fund is an interval fund, pursuant to which it, subject to applicable law, will conduct quarterly repurchase offers for between 5% and 25% of the Fund’s outstanding Shares at NAV. In connection with any given repurchase offer, it is expected that the Fund will offer to repurchase the minimum amount of 5% of its outstanding Shares. It is possible that a repurchase offer may be oversubscribed, with the result that the holders of Shares may only be able to have a portion of their Shares repurchased. Prior to October 31, 2025, the Fund was a closed-end tender offer fund and made quarterly repurchase offers to the Fund’s shareholders.
During the year ended March 31, 2026, the Fund completed four quarterly repurchase offers. The Fund offered to repurchase 5% of its outstanding Shares in each of the quarters listed below. The result of the completed repurchase offers were as follows:
|
Commencement Date
|
|
|
May 15, 2025
|
|
|
August 15, 2025
|
|
|
December 2, 2025
|
|
|
February 27, 2026
|
|
Notice Date
|
|
|
June 13, 2025
|
|
|
September 15, 2025
|
|
|
N/A**
|
|
|
N/A**
|
|
Repurchase Request Deadline
|
|
|
N/A*
|
|
|
N/A*
|
|
|
December 31, 2025
|
|
|
March 31, 2026
|
|
Valuation Date/Repurchase Pricing Date
|
|
|
June 30, 2025
|
|
|
September 30, 2025
|
|
|
December 31, 2025
|
|
|
March 31, 2026
|
|
Valuation Date/Repurchase Pricing Date Net Asset Value – Class A
|
|
$
|
23.70
|
|
$
|
24.75
|
|
$
|
25.73
|
|
$
|
26.92
|
|
Valuation Date/Repurchase Pricing Date Net Asset Value – Class E
|
|
$
|
23.80
|
|
$
|
24.91
|
|
$
|
25.94
|
|
$
|
27.18
|
|
Valuation Date/Repurchase Pricing Date Net Asset Value – Class F
|
|
$
|
23.76
|
|
$
|
24.88
|
|
$
|
25.93
|
|
$
|
27.18
|
|
Valuation Date/Repurchase Pricing Date Net Asset Value – Class I
|
|
$
|
23.69
|
|
$
|
24.75
|
|
$
|
25.74
|
|
$
|
26.98
|
|
48
|
|
CAZ Strategic Opportunities Fund
|
|
|
|
CAZ STRATEGIC OPPORTUNITIES FUND
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS
March 31, 2026 (Continued)
|
|
Valuation Date/Repurchase Pricing Date Net Asset Value – Class R
|
|
$
|
23.58
|
|
|
$
|
24.62
|
|
|
$
|
25.62
|
|
|
$
|
26.81
|
|
|
Shares Repurchased – Class A
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Shares Repurchased – Class E
|
|
|
—
|
|
|
|
—
|
|
|
|
153
|
|
|
|
33,010
|
|
|
Shares Repurchased – Class F
|
|
|
6,919
|
|
|
|
28,785
|
|
|
|
52,468
|
|
|
|
41,116
|
|
|
Shares Repurchased – Class I
|
|
|
—
|
|
|
|
6,061
|
|
|
|
1,258
|
|
|
|
41,830
|
|
|
Shares Repurchased – Class R
|
|
|
16,607
|
|
|
|
9,055
|
|
|
|
10,552
|
|
|
|
4,286
|
|
|
Value of Shares Repurchased – Class A
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Value of Shares Repurchased – Class E
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,979
|
|
|
$
|
897,195
|
|
|
Value of Shares Repurchased – Class F
|
|
$
|
164,391
|
|
|
$
|
716,183
|
|
|
$
|
1,360,491
|
|
|
$
|
1,117,525
|
|
|
Value of Shares Repurchased – Class I
|
|
$
|
—
|
|
|
$
|
150,000
|
|
|
$
|
32,380
|
|
|
$
|
1,128,570
|
|
|
Value of Shares Repurchased – Class R
|
|
$
|
391,593
|
|
|
$
|
222,927
|
|
|
$
|
270,333
|
|
|
$
|
114,900
|
|
|
Percentage of Shares Repurchased – Class A
|
|
|
0.0
|
%
|
|
|
0.0
|
%
|
|
|
0.0
|
%
|
|
|
0.0
|
%
|
|
Percentage of Shares Repurchased – Class E
|
|
|
0.0
|
%
|
|
|
0.0
|
%
|
|
|
0.0
|
%
|
|
|
0.9
|
%
|
|
Percentage of Shares Repurchased – Class F
|
|
|
0.1
|
%
|
|
|
0.5
|
%
|
|
|
0.8
|
%
|
|
|
0.6
|
%
|
|
Percentage of Shares Repurchased – Class I
|
|
|
0.0
|
%
|
|
|
0.1
|
%
|
|
|
0.0
|
%
|
|
|
0.4
|
%
|
|
Percentage of Shares Repurchased – Class R
|
|
|
1.3
|
%
|
|
|
0.6
|
%
|
|
|
0.7
|
%
|
|
|
0.3
|
%
|
|
Percentage of Shares Repurchased – Total Fund
|
|
|
0.2
|
%
|
|
|
0.2
|
%
|
|
|
0.3
|
%
|
|
|
0.5
|
%
|
A 2.00% early repurchase fee will be charged by the Fund with respect to any repurchase of an investor’s Shares at any time prior to the day immediately preceding the one-year anniversary of an investor’s purchase of the shares. Shares tendered for repurchase will be treated as having been repurchased on a “first in-first out” basis. The Fund may waive the early repurchase fee for certain categories of shareholders or transactions, such as repurchases of shares in the event of the shareholder’s death or disability, or in connection with certain distributions from employer sponsored benefit plans. During the year ended March 31, 2026, proceeds from early repurchase fees charged by Class A Shares, Class E Shares, Class F Shares, Class I Shares and Class R Shares totaled $0, $0, $2,021, $3,714 and $3,534, respectively.
9. Subsequent Events
Subsequent events after the date of the Consolidated Statement of Assets and Liabilities have been evaluated through the date that the consolidated financial statements were issued. Management has concluded that there are no subsequent events requiring adjustment or disclosure in the consolidated financial statements.
|
Annual Report Dated March 31, 2026
|
|
49
|
As of the end of the period covered by this report,
the registrant has adopted a code of ethics that applies to the registrant’s principal executive officer, principal financial officer,
principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed
by the registrant or a third party. Pursuant to Item 19(a)(1), a copy of the registrant’s code of ethics is filed as exhibit EX-99.CODE
ETH to this Form N-CSR. During the period covered by this report, the code of ethics has not been amended, and the registrant has not
granted any waivers, including implicit waivers, from the provisions of the code of ethics.
The registrant’s board of trustees has determined
that the registrant has at least one audit committee financial expert serving on its audit committee. The name of the audit committee
financial expert is Mr. Austin Adams. Mr. Adams is “independent” for purposes of this Item.
Not applicable.
Not applicable.
Not applicable.
Not applicable.
Not applicable.
Not applicable.
The Registrant’s proxy voting procedures
are attached hereto as EX-99.PROXY. The Registrant delegates proxy voting decisions to its investment adviser. The proxy voting procedures
of the Registrant’s investment adviser, CAZ Investments Registered Adviser LLC (“CAZ” or the “Adviser”),
are attached hereto as EX-99.RAPROXY.
(a)(1) Identification of Portfolio Manager(s)
and Description of Role of Portfolio Manager(s)
All information included in this Item is as of
May 29, 2026, unless otherwise noted.
The following table provides biographical information
about the Portfolio Managers, who are primarily responsible for the day-to-day portfolio management of the Fund as of the date hereof:
(a)(2) Other Accounts Managed by Portfolio Managers
and Potential Conflicts of Interest.
The following table provides information about
portfolios and accounts, other than the Fund, for which the Portfolio Managers are primarily responsible for the day-to-day portfolio
management as of March 31, 2026:
Whenever a portfolio manager of the Fund manages
other accounts, potential conflicts of interest exist, including potential conflicts between the investment strategy of the Fund and the
investment strategy of the other accounts. For example, in certain instances, a portfolio manager may take conflicting positions in a
particular security for different accounts, by selling a security for one account and continuing to hold it for another account. In addition,
the fact that other accounts require the portfolio manager to devote less than all of his or her time to the Fund may be seen itself to
constitute a conflict with the interest of the Fund.
Each portfolio manager may also execute transactions
for another fund or account at the direction of such fund or account that may adversely impact the value of securities held by the Fund.
Securities selected for funds or accounts other than the Fund may outperform the securities selected for the Fund. In addition, some of
these accounts managed by the portfolio managers may have fee structures, including performance fees, that are or have the potential to
be higher, in some cases significantly higher, than the fees the Adviser receives for managing the Fund. Finally, if the portfolio manager
identifies a limited investment opportunity that may be suitable for more than one fund or other account, the Fund may not be able to
take advantage of that opportunity due to an allocation of that opportunity to or across eligible funds and accounts. CAZ’s policies,
however, require that portfolio managers allocate investment opportunities among accounts managed by them in an equitable manner over
time. Orders are normally allocated on a pro rata basis, except that in certain circumstances, such as the small size of an issue, orders
will be allocated among clients in a manner believed by CAZ to be fair and equitable over time.
The structure of a portfolio manager’s compensation
may give rise to potential conflicts of interest. A portfolio manager’s base pay tends to increase with additional and more complex
responsibilities that include increased assets under management, which indirectly links compensation to sales. Also, potential conflicts
of interest may arise since the structure of CAZ’s compensation may vary from account to account.
CAZ has adopted certain compliance procedures
that are designed to address these, and other, types of conflicts. However, there is no guarantee that such procedures will detect each
and every situation where a conflict arises.
The Adviser receives a fee based on the assets
under management of the Fund as set forth in the Investment Advisory Agreement between the Fund and the Adviser. The Adviser pays its
investment professionals out of its total revenues, including the advisory fees earned with respect to the Fund.
CAZ’s methodology for measuring and rewarding
the contribution made by portfolio managers combines quantitative measures with qualitative measures. The Fund’s portfolio managers
are compensated for their services to the Fund and to other accounts they manage in a combination of base salary and annual discretionary
bonus, as well as the standard retirement, health and welfare benefits available to all CAZ employees. Certain fund managers may also
receive awards under a long-term incentive program. Base salary of CAZ’s employees is determined by reference to the level of responsibility
inherent in the role and the experience of the incumbent, and is benchmarked annually against market data to ensure that CAZ is paying
competitively. CAZ reviews base salaries annually, targeting increases at employees whose roles have increased in scope materially during
the year and those whose salary is behind market rates. At more senior levels, base salaries tend to be adjusted less frequently as the
emphasis is increasingly on the discretionary bonus. Discretionary bonuses for portfolio managers may be comprised of an agreed contractual
floor, a revenue component and/or a discretionary component. Any discretionary bonus is determined by a number of factors. At a macro
level the total amount available to spend is a function of the bonus to pre-bonus profit ratio before tax and the compensation to revenue
ratio achieved by CAZ globally. CAZ then assesses the performance of the division and of a management team to determine the share of the
aggregate bonus pool that is spent in each area. This focus on “team” maintains consistency and minimizes internal competition
that may be detrimental to the interests of CAZ’s clients. For each team, CAZ assesses the performance of their funds relative to
competitors and to relevant benchmarks (which may be internally-and/or externally-based and are considered over a range of performance
periods), the level of funds under management, and the level of performance fees generated, if any. CAZ also reviews “softer”
factors such as leadership, contribution to other parts of the business, and an assessment of the employee’s behavior and the extent
to which it is in line with our corporate values of excellence, integrity, teamwork, passion and innovation.
The following table sets forth the dollar range
of equity securities beneficially owned by each Portfolio Manager in the Fund as of March 31, 2026:
Not applicable.
There have been no material changes to the procedures
by which the shareholders may recommend nominees to the registrant’s Board of Trustees.
(a) Based on their evaluation of the registrant’s
disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) as of a date within 90 days
of the filing date of this report, the registrant’s principal executive officer and principal financial officer have concluded that
such disclosure controls and procedures are reasonably designed and are operating effectively to ensure that material information relating
to the registrant, including its consolidated subsidiaries, is made known to them by others within those entities, particularly during
the period in which this report is being prepared, and that the information required in filings on Form N-CSR is recorded, processed,
summarized, and reported on a timely basis.
(b) There were no changes in the registrant’s
internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) that occurred during
the registrant’s period covered by this report that have materially affected, or are reasonably likely to materially affect, the
registrant’s internal control over financial reporting.
Not applicable.
(a) Not applicable.
(b) Not applicable.
File the exhibits listed below as part of this
Form. Letter or number the exhibits in the sequence indicated.
(a)(2) Any policy required by the listing standards
adopted pursuant to Rule 10D-1 under the Exchange Act (17 CFR 240.10D-1) by the registered national securities exchange or registered
national securities association upon which the registrant’s securities are listed: Not required.
(a)(3) A separate certification for each principal
executive officer and principal financial officer of the registrant as required by Rule 30a-2(a) under the Act (17 CFR 270.30a-2(a)):
Attached hereto.
(a)(4) Any written solicitation to purchase securities
under Rule 23c-1 under the Act sent or given during the period covered by the report by or on behalf of the registrant to 10 or more
persons: Not applicable.
(a)(5) Change in the registrant’s independent
public accountant: Not applicable.
(b) Certifications required by Rule 30a-2(b) under
the Act (17 CFR 270.30a-2(b)): Attached hereto.
Pursuant to the requirements of the Securities
Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
