UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR/A
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
Investment Company Act file number 811-24131
Destiny Alternative Fund
(Exact name of registrant as specified in charter)
c/o UMB Fund Services, Inc.
235 West Galena Street
Milwaukee, WI 53212
(Address of principal executive offices) (Zip code)
Ann Maurer
235 West Galena Street
Milwaukee, WI 53212
(Name and address of agent for service)
registrant's telephone number, including area code: (414) 299-2270
Date of fiscal year end: March 31
Date of reporting period: March 31, 2026
EXPLANATORY NOTE
The Registrant is filing this amendment to its Form N-CSR (the “Amendment”) for the period ended March 31, 2026, originally filed with the Securities and Exchange Commission on June 9, 2026, Accession Number 0001104659-26-071923 (the “Original Filing”). This Amendment is filed solely for the purpose of revising the fee amounts and related disclosures in Items 4(a) and 4(c) in the Original Filing. Except the dates included on the signature page and the certifications required by Rule 30a-2(a) and Rule 30a-2(b), the amendment does not amend, update or change any other information or disclosures contained in the Original Filing.
ITEM 1. REPORTS TO STOCKHOLDERS.
| (a) | The Report to Shareholders is attached herewith. |
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| | | | | | 24 | | | |
| | | | | | 27 | | |
| |
|
| |
|
|
| | Michael D. Peck, CFA | | | Brian R. Murphy | |
| |
Chief Executive Officer, Co-Chief Investment Officer
mpeck@firsttrustcapital.com |
| |
Co-Chief Investment Officer
bmurphy@firsttrustcapital.com |
|
| | |
Average Annual Total Returns as of March 31, 2026*
|
| | |
1 Year
|
| | |
5 Year
|
| | |
Since Inception
(Annualized) |
| |
| | | Destiny Alternative Fund | | | |
19.06%
|
| | |
6.02%
|
| | |
7.26%
|
| |
| | | Bloomberg U.S. Aggregate Bond Index | | | |
4.35%
|
| | |
0.31%
|
| | |
(0.22)%
|
| |
| | | The S&P 500 Index | | | |
17.80%
|
| | |
12.06%
|
| | |
14.49%
|
| |
|
Investment Name
|
| |
Percentage
of Net Assets |
| |
Cost
|
| |
Fair Value
|
| |
Country of
Incorporation |
| |
Redemption
Frequency |
| |
Initial
Acquisition Date |
| |
Redemption
Notice Period |
| |||||||||
| Investments with Underlying Funds* | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Credit
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
DSC Meridian Credit Opportunities Fund LPa,b,c
|
| | | | 8.14% | | | | | $ | 5,109,039 | | | | | $ | 5,831,017 | | | |
United States
|
| |
Quarterly
|
| |
3/1/2022
|
| |
75 days
|
|
|
WhiteHawk IV Onshore Fund,
L.P.a,b |
| | | | 0.59 | | | | | | 413,005 | | | | | | 425,119 | | | |
United States
|
| |
Not Permitted
|
| |
7/12/2024
|
| |
N/A
|
|
|
Total credit
|
| | | | 8.73 | | | | | | 5,522,044 | | | | | | 6,256,136 | | | | | | | | | | | | | | |
|
Event Driven
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Sachem Head L.P.a,b,c
|
| | | | 9.65 | | | | | | 5,717,830 | | | | | | 6,912,524 | | | |
United States
|
| |
Quarterly
|
| |
3/1/2022
|
| |
70 days
|
|
|
Total event driven
|
| | | | 9.65 | | | | | | 5,717,830 | | | | | | 6,912,524 | | | | | | | | | | | | | | |
|
Long/Short Equity
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
RA Capital Healthcare Fund, LPa,b
|
| | | | 8.86 | | | | | | 5,425,618 | | | | | | 6,345,534 | | | |
United States
|
| |
Quarterly
|
| |
10/1/2020
|
| |
95 days
|
|
|
RA Capital Nexus Fund II,
LPa,b,d |
| | | | 0.96 | | | | | | 592,066 | | | | | | 688,894 | | | |
United States
|
| |
Quarterly
|
| |
10/23/2020
|
| |
95 days
|
|
|
SEG Partners II, L.P.a,b
|
| | | | 7.35 | | | | | | 5,294,584 | | | | | | 5,268,981 | | | |
United States
|
| |
Quarterly
|
| |
10/1/2020
|
| |
45 days
|
|
|
Total long/short equity
|
| | | | 17.17 | | | | | | 11,312,268 | | | | | | 12,303,409 | | | | | | | | | | | | | | |
|
Multi Strategy
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Linden Investors LPa,b
|
| | | | 2.91 | | | | | | 1,500,000 | | | | | | 2,088,498 | | | |
United States
|
| |
Quarterly
|
| |
6/3/2024
|
| |
65 days
|
|
|
Point72 Capital, LPa,b,d
|
| | | | 10.23 | | | | | | 5,796,733 | | | | | | 7,331,940 | | | |
United States
|
| |
Quarterly
|
| |
4/1/2022
|
| |
45 days
|
|
|
Walleye Opportunity Fund
LPa,b,c |
| | | | 3.87 | | | | | | 2,250,000 | | | | | | 2,771,887 | | | |
United States
|
| |
Quarterly
|
| |
5/3/2024
|
| |
30 days
|
|
|
Total multi strategy
|
| | | | 17.01 | | | | | | 9,546,733 | | | | | | 12,192,325 | | | | | | | | | | | | | | |
|
Private Equity/Venture Capital
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
|
137 Holdings AI II, LLCa,b
|
| | | | 1.47 | | | | | | 274,538 | | | | | | 1,051,885 | | | |
United States
|
| |
Not Permitted
|
| |
2/21/2024
|
| |
N/A
|
|
|
137 Holdings MA LLC-Series 2024-1a,b
|
| | | | 0.95 | | | | | | 307,323 | | | | | | 682,839 | | | |
United States
|
| |
Not Permitted
|
| |
10/24/2024
|
| |
N/A
|
|
|
137 Holdings SXVII, LLCa,b
|
| | | | 3.84 | | | | | | 852,020 | | | | | | 2,748,251 | | | |
United States
|
| |
Not Permitted
|
| |
6/1/2022
|
| |
N/A
|
|
|
137 Ventures VI, LPa,b
|
| | | | 2.76 | | | | | | 996,436 | | | | | | 1,981,015 | | | |
United States
|
| |
Not Permitted
|
| |
11/28/2023
|
| |
N/A
|
|
|
Acer Tree Credit Opportunities Partners, LPa,b
|
| | | | 0.71 | | | | | | 500,000 | | | | | | 508,318 | | | |
United States
|
| |
Not Permitted
|
| |
5/30/2025
|
| |
N/A
|
|
|
Arbour Lane Credit Opportunity Fund IV (B), LPa,b
|
| | | | 0.27 | | | | | | 197,587 | | | | | | 196,543 | | | |
Cayman Islands
|
| |
Not Permitted
|
| |
2/27/2025
|
| |
N/A
|
|
|
Arlington Capital Partners VI, L.P.a,b
|
| | | | 1.73 | | | | | | 981,322 | | | | | | 1,237,442 | | | |
United States
|
| |
Not Permitted
|
| |
12/21/2023
|
| |
N/A
|
|
|
Blackstone Capital Partners Asia II L.P.a,b
|
| | | | 2.30 | | | | | | 1,352,205 | | | | | | 1,650,284 | | | |
Cayman Islands
|
| |
Not Permitted
|
| |
5/1/2021
|
| |
N/A
|
|
|
Blackstone Growth L.P.a,b
|
| | | | 3.34 | | | | | | 2,317,490 | | | | | | 2,393,558 | | | |
United States
|
| |
Not Permitted
|
| |
12/4/2020
|
| |
N/A
|
|
|
Blackstone Tactical Opportunities
Fund (Songs Co-Invest) L.P.a,b |
| | | | 0.65 | | | | | | 379,713 | | | | | | 463,076 | | | |
United States
|
| |
Not Permitted
|
| |
4/6/2022
|
| |
N/A
|
|
|
GHO Capital IV USD LPa,b
|
| | | | 0.08 | | | | | | 86,257 | | | | | | 59,512 | | | |
United States
|
| |
Not Permitted
|
| |
8/20/2025
|
| |
N/A
|
|
|
GPS II L.P.a,b
|
| | | | 0.93 | | | | | | 599,375 | | | | | | 666,541 | | | |
Guernsey
|
| |
Not Permitted
|
| |
3/9/2023
|
| |
N/A
|
|
|
Hedosophia Partners III L.P.a,b
|
| | | | 2.97 | | | | | | 1,738,783 | | | | | | 2,126,119 | | | |
Guernsey
|
| |
Not Permitted
|
| |
10/30/2020
|
| |
N/A
|
|
|
Hedosophia Partners V L.P.a,b
|
| | | | 0.95 | | | | | | 685,910 | | | | | | 678,043 | | | |
Guernsey
|
| |
Not Permitted
|
| |
12/31/2021
|
| |
N/A
|
|
|
Hedosophia Partners V Parallel L.P.a,b
|
| | | | 0.41 | | | | | | 291,153 | | | | | | 295,363 | | | |
Guernsey
|
| |
Not Permitted
|
| |
12/31/2021
|
| |
N/A
|
|
|
Hedosophia Partners VI L.P.a,b
|
| | | | 1.49 | | | | | | 818,150 | | | | | | 1,070,182 | | | |
Guernsey
|
| |
Not Permitted
|
| |
5/20/2024
|
| |
N/A
|
|
|
Hedosophia SP A L.P.a,b
|
| | | | 0.39 | | | | | | 258,723 | | | | | | 281,024 | | | |
Guernsey
|
| |
Not Permitted
|
| |
10/23/2024
|
| |
N/A
|
|
|
HOF Capital WH Strategic Opportunities Fund, LPa,b
|
| | | | 2.47 | | | | | | 292,950 | | | | | | 1,767,481 | | | |
United States
|
| |
Not Permitted
|
| |
6/21/2024
|
| |
N/A
|
|
|
HS Investments VI A LPa,b
|
| | | | 0.76 | | | | | | 302,158 | | | | | | 544,845 | | | |
Guernsey
|
| |
Not Permitted
|
| |
7/2/2024
|
| |
N/A
|
|
|
Point72 Hyperscale International,
L.P.a,b |
| | | | 0.66 | | | | | | 525,804 | | | | | | 472,335 | | | |
Cayman Islands
|
| |
Not Permitted
|
| |
4/8/2021
|
| |
N/A
|
|
|
Point72 Hyperscale, L.P.a,b
|
| | | | 0.72 | | | | | | 567,953 | | | | | | 513,770 | | | |
United States
|
| |
Not Permitted
|
| |
4/8/2021
|
| |
N/A
|
|
|
Quiet Venture III, L.P.a,b
|
| | | | 2.33 | | | | | | 889,325 | | | | | | 1,668,437 | | | |
United States
|
| |
Not Permitted
|
| |
9/8/2023
|
| |
N/A
|
|
|
Schonfeld Strategic Partners Fund LLCa,b
|
| | | | 0.75 | | | | | | 500,000 | | | | | | 539,159 | | | |
United States
|
| |
Not Permitted
|
| |
5/28/2025
|
| |
N/A
|
|
|
Seer Capital Regulatory Capital Relief Fund LPa,b,e
|
| | | | 0.72 | | | | | | 401,123 | | | | | | 514,263 | | | |
Cayman Islands
|
| |
Not Permitted
|
| |
6/3/2024
|
| |
N/A
|
|
|
Total private equity/venture capital
|
| | | | 33.65 | | | | | | 16,116,298 | | | | | | 24,110,285 | | | | | | | | | | | | | | |
|
Total investments with Underlying
Funds |
| | | | 86.21% | | | | | $ | 48,215,173 | | | | | $ | 61,774,679 | | | | | | | | | | | | | | |
| | | |
Number of
Shares |
| |
Percentage
of Net Assets |
| |
Cost
|
| |
Fair Value
|
| ||||||||||||
| Investments in registered investment companies | | | | | | | | | | | | | | | | | | | | | | | | | |
| Mutual Funds | | | | | | | | | | | | | | | | | | | | | | | | | |
| United States | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Janus Henderson Developed World Bond Fund
|
| | | | 349,475 | | | | | | 0.49% | | | | | $ | 374,709 | | | | | $ | 349,475 | | |
|
RiverNorth/DoubleLine Strategic Income Fund
|
| | | | 323,528 | | | | | | 0.45 | | | | | | 385,102 | | | | | | 323,528 | | |
|
Voya Securitized Credit Fund
|
| | | | 365,703 | | | | | | 0.51 | | | | | | 365,277 | | | | | | 365,703 | | |
|
Total Mutual Funds
|
| | | | | | | | | | 1.45 | | | | | | 1,125,088 | | | | | | 1,038,706 | | |
|
Total investments in registered investment companies, at fair value
|
| | | | | | | | | | 1.45 | | | | | | 1,125,088 | | | | | | 1,038,706 | | |
|
Total investments with Underlying Funds and investments in registered investment companies
|
| | | | | | | | | | 87.66 | | | | | | | | | | | | 62,813,385 | | |
|
Other assets in excess of liabilities
|
| | | | | | | | |
|
12.34
|
| | | | | | | | | |
|
8,839,932
|
| |
|
Total Net Assets
|
| | | | | | | | | | 100.00% | | | | | | | | | | | $ | 71,653,317 | | |
| | | |
Percentage of
Net Assets |
| |
Fair Value
|
| ||||||
| Investments with Underlying Funds | | | | | | | | | | | | | |
|
Credit
|
| | | | 8.73% | | | | | $ | 6,256,136 | | |
|
Event Driven
|
| | | | 9.65 | | | | | | 6,912,524 | | |
|
Long/Short Equity
|
| | | | 17.17 | | | | | | 12,303,409 | | |
|
Multi Strategy
|
| | | | 17.01 | | | | | | 12,192,325 | | |
|
Private Equity/Venture Capital
|
| | | | 33.65 | | | | | | 24,110,285 | | |
|
Total investments with Underlying Funds
|
| | | | 86.21% | | | | | $ | 61,774,679 | | |
|
Investments in registered investment companies
|
| | | | | | | | | | | | |
|
Mutual Funds
|
| | | | 1.45% | | | | | $ | 1,038,706 | | |
|
Total investments in registered investment companies
|
| | | | 1.45% | | | | | $ | 1,038,706 | | |
| | Assets: | | ||||||
| |
Investments with Underlying Funds, at fair value (cost $48,215,173)
|
| | | $ | 61,774,679 | | |
| |
Investments in registered investment companies, at fair value (cost $1,125,088)
|
| | | | 1,038,706 | | |
| |
Cash
|
| | | | 7,095,877 | | |
| |
Receivables for:
|
| | | | | | |
| |
Investments redeemed
|
| | | | 2,125,588 | | |
| |
Dividends and interest
|
| | | | 4,769 | | |
| |
Total Assets
|
| | | | 72,039,619 | | |
| | Liabilities: | | ||||||
| |
Payables:
|
| | | | | | |
| |
Investment Management fee (Note 3)
|
| | | | 122,784 | | |
| |
Professional fees
|
| | | | 75,587 | | |
| |
Shareholder servicing fee (Note 3)
|
| | | | 72,495 | | |
| |
Fund servicing fees
|
| | | | 2,999 | | |
| |
Directors fee
|
| | | | 3,750 | | |
| |
Accrued other liabilities
|
| | | | 108,687 | | |
| |
Total liabilities
|
| | | | 386,302 | | |
| | Commitments and contingencies (Note 6) | | | | | | | |
| |
Net Assets
|
| | | $ | 71,653,317 | | |
| | Net assets consist of: | | | | | | | |
| |
Paid-in capital
|
| | | $ | 56,535,250 | | |
| |
Total accumulated earnings
|
| | | | 15,118,067 | | |
| |
Net Assets
|
| | | $ | 71,653,317 | | |
| | Maximum Offering Price per Share: | | | | | | | |
| |
Shares of beneficial interest issued and outstanding
|
| | | | 6,950,183 | | |
| |
Net asset value, offering and redemption price per Share
|
| | | $ | 10.31 | | |
| | Investment Income: | | | | | | | |
| |
Dividends
|
| | | $ | 67,470 | | |
| |
Interest
|
| | | | 164,969 | | |
| |
Total investment income
|
| | | | 232,439 | | |
| | Expenses: | | | | | | | |
| |
Professional fees
|
| | | | 412,103 | | |
| |
Investment Management fee (Note 3)
|
| | | | 311,000 | | |
| |
Shareholder servicing fee (Note 3)
|
| | | | 71,868 | | |
| |
Managers’ fees and expenses
|
| | | | 69,688 | | |
| |
Chief Compliance Officer fees
|
| | | | 33,908 | | |
| |
Fund servicing fees
|
| | | | 19,421 | | |
| |
Commitment fees
|
| | | | 18,193 | | |
| |
Interest expense
|
| | | | 2,674 | | |
| |
Miscellaneous
|
| | | | 85,277 | | |
| |
Total expenses
|
| | | | 1,024,132 | | |
| |
Net investment income (loss)
|
| | | | (791,693) | | |
| |
Current tax benefit (expense)
|
| | | | (67,232) | | |
| |
Net Investment Loss, net of taxes
|
| | | | (858,925) | | |
| | Realized Gain (Loss) on: | | | | | | | |
| |
Investments with Underlying Funds
|
| | | | 320,957 | | |
| |
Net realized gain
|
| | | | 320,957 | | |
| | Net Change in Unrealized Appreciation (Depreciation) on: | | | | | | | |
| |
Investments with Underlying Funds
|
| | | | 8,269,778 | | |
| |
Investments in registered investment companies
|
| | | | (10,384) | | |
| |
Net change in unrealized appreciation (depreciation)
|
| | | | 8,259,394 | | |
| |
Net realized and change in unrealized gain (loss) on investments
|
| | | | 8,580,351 | | |
| |
Net increase (decrease) in net assets resulting from operations
|
| | | $ | 7,721,426 | | |
| | | |
For the
Year Ended March 31, 2026 |
| |
For the
Year Ended March 31, 2025 |
| ||||||
| Increase (Decrease) in Net Assets From: | | | | | | | | | | | | | |
| Operations: | | | | | | | | | | | | | |
|
Net Investment Loss, net of taxes
|
| | | $ | (858,925) | | | | | $ | (347,975) | | |
|
Net realized gain (loss) on investments with Underlying Funds
|
| | | | 320,957 | | | | | | 1,295,891 | | |
|
Net change in unrealized appreciation (depreciation) on investments
with Underlying Funds |
| | | | 8,269,778 | | | | | | 1,982,739 | | |
|
Net change in unrealized appreciation (depreciation) on investments
in registered investment companies |
| | | | (10,384) | | | | | | 124,309 | | |
|
Net change in net assets resulting from operations
|
| | | | 7,721,426 | | | | | | 3,054,964 | | |
|
Capital Transactions:
|
| | | | | | | | | | | | |
|
Shares issued in the reorganization (Note 1)
|
| | | | 69,501,826 | | | | | | — | | |
|
Capital contributions1
|
| | | | 1,403,500 | | | | | | 1,695,000 | | |
|
Capital withdrawals1
|
| | | | (2,890,664) | | | | | | (2,484,962) | | |
|
Capital exchanged for shares
|
| | | | (39,966,958) | | | | | | | | |
|
Net change in net assets resulting from capital transactions
|
| | | | 28,047,704 | | | | | | (789,962) | | |
|
Total increase (decrease) in net assets
|
| | | | 35,769,130 | | | | | | 2,265,002 | | |
| Net Assets: | | | | | | | | | | | | | |
|
Beginning of year
|
| | | | 35,884,187 | | | | | | 33,619,185 | | |
|
End of year
|
| | | $ | 71,653,317 | | | | | $ | 35,884,187 | | |
| Capital Share/Unit Transactions: | | | | | | | | | | | | | |
|
Shares issued in the reorganization (Note 1)
|
| | | | 6,950,183 | | | | | | | | |
|
Units outstanding prior to the reorganization (Note 1)
|
| | | | 284,475 | | | | | | | | |
|
Units issued1
|
| | | | 10,517 | | | | | | 14,540 | | |
|
Units redeemed1
|
| | | | (20,734) | | | | | | (21,144) | | |
|
Units exchanged for shares
|
| | | | (274,258) | | | | | | | | |
|
Net increase (decrease) in capital share/unit transactions
|
| | | | 6,950,183 | | | | | | (6,604) | | |
| | Cash flows provided by (used in) operating activities: | | | | | | | |
| |
Net increase in net assets resulting from operations
|
| | | $ | 7,721,426 | | |
| |
Adjustments to reconcile net increase (decrease) in net assets resulting from operations to net cash provided by (used in) operating activities:
|
| | | | | | |
| |
Purchases of Underlying Funds portfolio investments
|
| | | | (2,944,871) | | |
| |
Sales of Underlying Funds portfolio investments
|
| | | | 3,163,427 | | |
| |
Change in short-term investments, net
|
| | | | 6,322,455 | | |
| |
Net realized gain on investments with Underlying Funds
|
| | | | (320,957) | | |
| |
Net change in unrealized (appreciation) depreciation on investments with Underlying
Funds |
| | | | (8,269,778) | | |
| |
Net change in unrealized (appreciation) depreciation on investments in registered investment companies
|
| | | | 10,384 | | |
| | (Increase) Decrease in Operating Assets: | | | | | | | |
| |
Investments redeemed
|
| | | | (986,135) | | |
| |
Dividends and interest
|
| | | | 22,813 | | |
| |
Prepaid expenses and other assets
|
| | | | 16,494 | | |
| | Increase (Decrease) in Operating Liabilities: | | | | | | | |
| |
Investment Management fee (Note 3)
|
| | | | (367,554) | | |
| |
Professional fees
|
| | | | (12,341) | | |
| |
Shareholder servicing fee (Note 3)
|
| | | | 63,316 | | |
| |
Fund servicing fees
|
| | | | (3,960) | | |
| |
Directors fee
|
| | | | 3,750 | | |
| |
Unused line of credit fees
|
| | | | (875) | | |
| |
Chief Compliance Officer fees
|
| | | | (2,274) | | |
| |
Accrued other liabilities
|
| | | | 62,727 | | |
| |
Net cash provided by (used in) operating activities
|
| | | | 4,478,047 | | |
| | Cash flows provided by (used in) financing activities: | | | | | | | |
| |
Shares issued in the reorganization (Note 1)
|
| | | | 4,137,118 | | |
| |
Capital contributions
|
| | | | 1,403,500 | | |
| |
Capital withdrawals
|
| | | | (2,922,788) | | |
| |
Net cash provided by (used in) financing activities
|
| | | | 2,617,830 | | |
| |
Net increase in cash
|
| | | | 7,095,877 | | |
| |
Total cash at the beginning of year
|
| | | | — | | |
| |
Total cash at the end of year
|
| | | $ | 7,095,877 | | |
| | Supplemental disclosure of cash flow information: | | | | | | | |
| |
Interest paid
|
| | | $ | 2,674 | | |
| | Supplemental disclosures of non-cash activities: | | | | | | | |
| |
Investments and receivables contributed in-kind in the reorganization (Note 1)
|
| | | $ | 25,397,750 | | |
| |
Shares issued in the reorganization (Note 1)
|
| | | $ | 25,397,750 | | |
| |
Capital exchanged for shares
|
| | | $ | 39,966,958 | | |
| | | |
For the
Year Ended March 31, 2026* |
| |
For the
Year Ended March 31, 2025 |
| |
For the
Year Ended March 31, 2024 |
| |
For the Period
from July 1, 2022** through March 31, 2023 |
| ||||||||||||
|
Net asset value, beginning of period
|
| | | $ | 8.66 | | | | | $ | 7.93 | | | | | $ | 7.11 | | | | | $ | 6.86 | | |
| Income (Loss) from Investment Operations: | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Net investment loss1
|
| | | | (0.18) | | | | | | (0.08) | | | | | | (0.15) | | | | | | (0.12) | | |
|
Net realized and unrealized gain (loss)
|
| | | | 1.83 | | | | | | 0.81 | | | | | | 0.97 | | | | | | 0.36 | | |
|
Total change from investment operations
|
| | | | 1.65 | | | | | | 0.73 | | | | | | 0.82 | | | | | | 0.24 | | |
|
Net asset value, end of period
|
| | | $ | 10.31 | | | | | $ | 8.66 | | | | | $ | 7.93 | | | | | $ | 7.11 | | |
|
Total return2
|
| | | | 19.06% | | | | | | 9.21% | | | | | | 11.54% | | | | | | 3.55%3 | | |
| Ratios and Supplemental Data: | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Net Assets, end of period (in thousands)
|
| | | $ | 71,653 | | | | | $ | 35,884 | | | | | $ | 33,619 | | | | | $ | 29,002 | | |
| Ratio of expenses to average net assets: | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Before fees waived and expenses absorbed/recovered4
|
| | | | 2.33% | | | | | | 2.07% | | | | | | 1.64% | | | | | | 4.34%5 | | |
|
After fees waived and expenses absorbed/recovered4
|
| | | | 2.33% | | | | | | 2.30% | | | | | | 2.61% | | | | | | 2.50%5 | | |
| Ratio of net investment income (loss) to average net assets: | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Before fees waived and expenses absorbed/recovered4
|
| | | | (1.84)% | | | | | | (0.76)% | | | | | | (0.99)% | | | | | | (4.17)%5 | | |
|
After fees waived and expenses absorbed/recovered4
|
| | | | (1.84)% | | | | | | (0.99)% | | | | | | (1.96)% | | | | | | (2.33)%5 | | |
|
Portfolio turnover rate
|
| | | | 8%6 | | | | | | 14% | | | | | | 11% | | | | | | 4%3 | | |
|
Net Asset Value of the Fund
(as of the last Business Day* of each calendar quarter) |
| |
Investment
Management Fee Rate (per annum) |
| |||
|
$30,000,000 or less
|
| | | | 0.75% | | |
|
Between $30,000,001 and $40,000,000
|
| | | | 0.70% | | |
|
Between $40,000,001 and $50,000,000
|
| | | | 0.65% | | |
|
Greater than $50,000,000
|
| | | | 0.60% | | |
| |
Cost of investments
|
| | | $ | 45,370,300 | | |
| |
Gross unrealized appreciation
|
| | | $ | 16,924,732 | | |
| |
Gross unrealized depreciation
|
| | | | (520,353) | | |
| |
Net unrealized appreciation (depreciation) on investments
|
| | | $ | 16,404,379 | | |
|
Investments with Underlying Funds
|
| |
Unfunded
Commitment |
| |||
|
Arbour Lane Credit Opportunity Fund IV (B), L.P.
|
| | | $ | 202,413 | | |
|
Arlington Capital Partners VI, L.P.
|
| | | | 273,027 | | |
|
Blackstone Capital Partners Asia II LP
|
| | | | 788,087 | | |
|
Blackstone Growth LP
|
| | | | 166,615 | | |
|
Blackstone Tactical Opportunities Fund (Songs Co-Invest) L.P.
|
| | | | 56,562 | | |
|
FPA Whitehawk IV Onshore Fund, LP
|
| | | | 75,000 | | |
|
GHO Capital IV USD LP
|
| | | | 563,744 | | |
|
Hedosophia Partners III L.P.
|
| | | | 13,684 | | |
|
Hedosophia Partners V L.P.
|
| | | | 8,538 | | |
|
Hedosophia Partners VI L.P.
|
| | | | 456,850 | | |
|
HS Investments VI A L.P.
|
| | | | 1,200,000 | | |
|
Point72 Hyperscale International, L.P.
|
| | | | 238,695 | | |
|
Point72 Hyperscale, L.P.
|
| | | | 259,315 | | |
|
Quiet Venture III, L.P.
|
| | | | 197,763 | | |
|
RA Capital Nexus Fund II, LP
|
| | | | 150,000 | | |
|
TPG Tech Adjacencies III LP
|
| | | | 650,000 | | |
|
Ufenau VIII Asset Light, SLP
|
| | | | 650,000 | | |
| | | | | $ | 5,950,293 | | |
| | | | |
Tender offer*
|
| |
Tender offer*
|
| |
Tender offer**
|
|
| |
Commencement Date
|
| |
May 30, 2025
|
| |
December 1,2025
|
| |
March 31, 2026
|
|
| |
Repurchase Pricing Date
|
| |
June 30, 2025
|
| |
December 31, 2025
|
| |
April 28, 2026
|
|
| |
Offer Deadline Date
|
| |
June 30, 2025
|
| |
December 31, 2025
|
| |
June 30, 2026
|
|
| |
Net Asset Value as of Pricing Date
|
| |
$132.64
|
| |
$145.73
|
| |
N/A
|
|
| |
Amount Repurchased
|
| |
$1,275,9861
|
| |
$1,614,6781
|
| |
N/A
|
|
| |
Percentage of Outstanding Units Repurchased
|
| |
1.69%
|
| |
3.81%
|
| |
N/A
|
|
| | | |
Level 1
|
| |
Level 2
|
| |
Level 3
|
| |
Total
|
| ||||||||||||
| Assets | | | | | | | | | | | | | | | | | | | | | | | | | |
| Investments in registered investment companies | | | | | | | | | | | | | | | | | | | | | | | | | |
|
Mutual funds
|
| | | $ | 1,038,706 | | | | | $ | — | | | | | $ | — | | | | | $ | 1,038,706 | | |
|
Investments with Underlying Funds at NAV
|
| | | | | | | | | | | | | | | | | | | | | | 61,774,679 | | |
|
Total Investments
|
| | | | | | | | | | | | | | | | | | | | | $ | 62,813,385 | | |
| | |
NAME, ADDRESS
AND YEAR OF BIRTH |
| | |
POSITION(S)
HELD WITH THE FUND |
| | |
TERM OF
OFFICE AND LENGTH OF TIME SERVED* |
| | |
PRINCIPAL
OCCUPATION(S) DURING PAST 5 YEARS |
| | |
NUMBER OF
PORTFOLIOS IN FUND COMPLEX** OVERSEEN BY TRUSTEE |
| | |
OTHER
DIRECTORSHIPS HELD BY TRUSTEES*** |
| |
| | |
David G. Lee
Year of Birth: 1952
c/o UMB Fund Services, Inc.
235 W. Galena St. Milwaukee, WI 53212 |
| | | Chairman and Trustee | | | | Chairman Since May 2019; Trustee Since Inception | | | | Retired (Since 2012); President and Director, Client Opinions, Inc. (2003 – 2012); Chief Operating Officer, Brandywine Global Investment Management (1998 – 2002). | | | |
33
|
| | |
None
|
| |
| | |
Robert Seyferth
Year of Birth: 1952
c/o UMB Fund Services, Inc.
235 W. Galena St. Milwaukee, WI 53212 |
| | | Trustee | | | | Since Inception | | | | Retired (Since 2009); Chief Procurement Officer/Senior Managing Director, Bear Stearns/JP Morgan Chase (1993 – 2009). | | | |
33
|
| | |
None
|
| |
| | |
Gary E. Shugrue
Year of Birth: 1954
c/o UMB Fund Services, Inc.
235 W. Galena St. Milwaukee, WI 53212 |
| | | Trustee | | | |
Since September
2021 |
| | | Retired (Since 2023); Managing Director, Veritable LP (investment advisory firm) (2016 – 2023); Founder/ Chief Investment Officer, Ascendant Capital Partners, LP (private equity firm) (2003 – 2018). | | | |
33
|
| | |
Trustee, Quaker Investment Trust (1 portfolio) (registered investment company).
|
| |
| | |
NAME, ADDRESS
AND YEAR OF BIRTH |
| | |
POSITION(S)
HELD WITH THE FUND |
| | |
TERM OF
OFFICE AND LENGTH OF TIME SERVED* |
| | |
PRINCIPAL
OCCUPATION(S) DURING PAST 5 YEARS |
| | |
NUMBER OF
PORTFOLIOS IN FUND COMPLEX** OVERSEEN BY TRUSTEE |
| | |
OTHER
DIRECTORSHIPS HELD BY TRUSTEES*** |
| |
| | |
Terrance P. Gallagher****
Year of Birth: 1958
c/o UMB Fund Services, Inc.
235 W. Galena St. Milwaukee, WI 53212 |
| | | Trustee | | | | Since June 2020 | | | | Retired (Since October 2025); Trustee, Investment Managers Series Trust II (registered investment company) (2013 – Present); Executive Vice President and Trust Platform Director, UMB Fund Services, Inc. (2024 – October 2025); President, Investment Managers Series Trust II (registered investment company) (2013 – April 2025); Executive Vice President and Director of Fund Accounting, Administration and Tax, UMB Fund Services, Inc. (2007 – 2023). | | | |
33
|
| | |
Trustee, Investment Managers Series Trust II (262 portfolios) (registered investment company).
|
| |
| | |
Michael Peck
Year of Birth: 1980
c/o UMB Fund Services, Inc.
235 W. Galena St. Milwaukee, WI 53212 |
| | | President | | | | Since Inception | | | | Chief Executive Officer and Co-CIO, First Trust Capital Management L.P. (formerly, Vivaldi Asset Management, LLC) (2012 – Present) President and Co-CIO, Vivaldi Capital Management LP (2012 – 2024); Portfolio Manager, Coe Capital Management (2010 – 2012); Senior Financial Analyst and Risk Manager, the Bond Companies (2006 – 2008). | | | |
N/A
|
| | |
N/A
|
| |
| | |
Chad Eisenberg
Year of Birth: 1982
c/o UMB Fund Services, Inc.
235 W. Galena St. Milwaukee, WI 53212 |
| | | Treasurer | | | |
Since Inception
|
| | | Chief Operating Officer, First Trust Capital Management L.P. (formerly, Vivaldi Asset Management, LLC) (2012 – Present); Chief Operating Officer, Vivaldi Capital Management LP (2012 – 2024); Director, Coe Capital Management LLC (2010 – 2011). | | | |
N/A
|
| | |
N/A
|
| |
| | |
NAME, ADDRESS
AND YEAR OF BIRTH |
| | |
POSITION(S)
HELD WITH THE FUND |
| | |
TERM OF
OFFICE AND LENGTH OF TIME SERVED* |
| | |
PRINCIPAL
OCCUPATION(S) DURING PAST 5 YEARS |
| | |
NUMBER OF
PORTFOLIOS IN FUND COMPLEX** OVERSEEN BY TRUSTEE |
| | |
OTHER
DIRECTORSHIPS HELD BY TRUSTEES*** |
| |
| | |
Bernadette Murphy
Year of Birth: 1964
c/o UMB Fund Services, Inc. 235 W. Galena St. Milwaukee, WI 53212
|
| | | Chief Compliance Officer | | | |
Since 2021
|
| | | Director, Vigilant Compliance, LLC (investment management solutions firm) (2018 – Present). | | | |
N/A
|
| | |
N/A
|
| |
| | |
Ann Maurer
Year of Birth: 1972
c/o UMB Fund Services, Inc. 235 W. Galena St. Milwaukee, WI 53212
|
| | | Secretary | | | |
Since September
2018 |
| | | Senior Vice President, Registered Funds Product Manager (August 2025 – Present), Senior Vice President, Client Services (2017 – 2025), Vice President, Senior Client Service Manager (2013 – 2017), Assistant Vice President, Client Relations Manager (2002 – 2013), UMB Fund Services, Inc. | | | |
N/A
|
| | |
N/A
|
| |
(b) Registrant has included in its Rule 30e-3(c) notice only the disclosures specified by Rule 30e-3(c)(1) and (2). Therefore, the registrant has not included a copy of the notice herewith.
ITEM 2. CODE OF ETHICS.
(a) The registrant, as of the end of the period covered by this report, 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.
(b) Not applicable.
(c) There have been no amendments, during the period covered by this report, to a provision of the 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, and that relates to any element of the code of ethics description.
(d) The registrant has not granted any waivers, during the period covered by this report, including an implicit waiver, from a provision of the 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, that relates to one or more of the items set forth in paragraph (b) of this item's instructions.
(e) The registrant does not intend to satisfy the disclosure requirement under paragraph (c) or (d) of this Item regarding an amendment to, or a waiver from, a provision of its 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 and that relates to any element of the code of ethics definition enumerated in paragraph (b) of this Item by posting such information on its Internet website.
(f) The registrant has included with this filing, pursuant to Item 19(a)(1), a copy of its 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, as an exhibit to its annual report on this Form N-CSR.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT.
(a) As of the end of the period covered by the report, the registrant’s board of trustees has determined that Mr. David G. Lee and Mr. Robert Seyferth are qualified to serve as the audit committee financial experts serving on its audit committee and that they are “independent,” as defined by Item 3 of Form N-CSR.
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES.
Audit Fees
(a) The aggregate fees billed for professional services rendered by the principal accountant for the audit of the registrant's annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements are $45,000 for 2025 and $52,500 for 2026.
Audit-Related Fees
(b) The aggregate fees billed for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant's financial statements and are not reported under paragraph (a) of this Item are $0 for 2025 and $0 for 2026.
Tax Fees
(c) The aggregate fees billed for professional services rendered by the principal accountant for the review and preparation of tax returns and tax advice and assistance related to the reorganization are $0 for 2025 and $80,688 for 2026.
All Other Fees
(d) The aggregate fees billed for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item is $0 for 2025 and $0 for 2026.
(e) (1) The Registrant's Audit Committee must pre-approve the audit and non-audit services of the Auditors prior to the Auditor's engagement.
(2) The percentage of services described in each of paragraphs (b) through (d) of this Item that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X are as follows:
(b) 0%
(c) 0%
(d) 0%
(f) The percentage of hours expended on the principal accountant's engagement to audit the registrant's financial statements for the fiscal period April 1, 2025 through March 31, 2026 that were attributed to work performed by persons other than the principal accountant's full-time, permanent employees was less than fifty percent.
(g) The aggregate non-audit fees billed by the registrant's accountant for services rendered to the registrant, and rendered to the registrant's investment adviser and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant for each of the fiscal year of the registrant was $0 for 2025 and $0 for 2026.
(h) The registrant's audit committee of the board of trustees has considered whether the provision of non-audit services that were rendered to the registrant's investment adviser and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountant's independence.
(i) Not applicable.
(j) Not applicable.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS.
(a) Not applicable.
(b) Not applicable.
ITEM 6. INVESTMENTS.
| (a) | Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the report to shareholders filed under Item 1(a) of this form. |
| (b) | Not applicable. |
ITEM 7. FINANCIAL STATEMENTS AND FINANCIAL HIGHLIGHTS FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES.
| (a) | Not applicable. |
| (b) | Not applicable. |
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 9. PROXY DISCLOSURES FOR OPEN-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 10. REMUNERATION PAID TO DIRECTORS, OFFICERS, AND OTHERS OF OPEN-END MANAGEMENT INVESTMENT COMPANIES.
Not applicable.
ITEM 11. STATEMENT REGARDING BASIS FOR APPROVAL OF INVESTMENT ADVISORY CONTRACT.
The information is included as part of the report to shareholders filed under Item 1(a) of this form.
ITEM 12. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES.

First Trust Capital Management L.P.
PROXY POLICY AND PROCEDURE
INTRODUCTION
First Trust Capital Management L.P. (“FTCM”) acts as either the advisor or sub-advisor to a number of registered investment companies, and manager or general partner to a number of non-registered private investment companies (referred to collectively as the “Funds”). In accord with Rule 206(4)-6 of the Investment Advisers Act of 1940, as amended, FTCM has adopted the following policies and procedures to provide information on FTCM’s proxy policy (the “Proxy Policy and Procedure”). These policies and procedures apply only to FTCM. Investment managers engaged as a sub-advisor for at least one of the Funds are required to vote proxies in accord with their own policies and procedures and any applicable management agreements, as agreed upon in the sub-advisory agreement.
GENERAL GUIDELINES
FTCM’s Proxy Policy and Procedure is designed to ensure that proxies are voted in a manner (i) reasonably believed to be in the best interests of the Funds and their shareholders1 and (ii) not affected by any material conflict of interest. FTCM considers shareholders’ best economic interests over the long term (i.e., addresses the common interest of all shareholders over time). Although shareholders may have differing political or social interests or values, their economic interest is generally uniform.
FTCM has adopted voting guidelines to assist in making voting decisions on common issues. The guidelines are designed to address those securities in which the Funds generally invest and may be revised in FTCM’s discretion. Any non-routine matters not addressed by the proxy voting guidelines are addressed on a case-by-case basis, considering all relevant facts and circumstances at the time of the vote, particularly where such matters have a potential for major economic impact on the issuer’s structure or operations. In making voting determinations, FTCM typically will rely on the individual portfolio managers who invest in and track particular companies as they are the most knowledgeable about, and best suited to make decisions regarding, particular proxy matters. In addition, FTCM may conduct research internally and/or use the resources of an independent research consultant. FTCM may also consider other materials such as studies of corporate governance and/or analyses of shareholder and management proposals by a certain sector of companies and may engage in dialogue with an issuer’s management.
FTCM acknowledges its responsibility to identify material conflicts of interest related to voting proxies. FTCM’s employees are required to disclose to the Chief Compliance Officer (“CCO”) any personal conflicts, such as officer or director positions held by them, their spouses or close relatives, in any publicly traded company. Conflicts based on business relationships with FTCM, any affiliate or any person associated with FTCM, will be considered only to the extent that FTCM has actual knowledge of such relationships. FTCM then takes appropriate steps to address identified conflicts. Typically, in those instances when a proxy vote may present a conflict between the interests of the Fund, on the one hand, and FTCM’s interests or the interests of a person affiliated with FTCM on the other, FTCM will abstain from making a voting decision and will document the decision and reasoning for doing so.
1 Actions taken in accord with the best interests of the Funds and their shareholders are those which align most closely with the Funds’ stated investment objectives and strategies.
First Trust Capital Management | 225 W. Wacker Drive | 21st Floor | Chicago, IL 60606 | P: 773.828.6700 | F: 847.386.2910
In some cases, the cost of voting a proxy may outweigh the expected benefits. For example, casting a vote on a foreign security may involve additional costs such as hiring a translator or traveling to the foreign country to vote the security in person. In such situations, FTCM may abstain from voting a proxy if the effect on shareholders’ economic interests or the value of the portfolio holding is indeterminable or insignificant.
In certain cases, securities on loan as part of a securities lending program may not be voted. Nothing in the proxy voting policies shall obligate FTCM to exercise voting rights with respect to a portfolio security if it is prohibited by the terms of the security or by applicable law or otherwise.
FTCM will not discuss with members of the public how they intend to vote on any particular proxy proposal.
SPECIAL CONSIDERATIONS
The registered investment companies are subject to the restrictions of Sections 12(d)(1)(A)(i) and (B)(i) of the Investment Company Act of 1940 (the “Act”). Generally, these provisions require that any fund and any entity controlled by that fund (including ETFs that are registered investment companies) may not (i) own, in the aggregate, more than three percent (3%) of the total outstanding voting securities of any registered open-end or closed-end investment company, including money market funds2; (ii) invest more than 5% of its total net assets in any one investment company; or (iii) invest more than 10% of its total assets in the securities of other investment companies. Section 12(d)(1)(F) of the Act provides that the Section 12(d)(1) limitations do not apply to the securities acquired by a fund if (x) immediately after the purchase or acquisition of not more than 3% of the total outstanding stock of such registered investment company is owned by the fund and all affiliated persons of the fund, and (y) the fund is not proposing to offer or sell any security issued by it through a principal underwriter or otherwise at a public or offering price which includes a sales load of more than one and a half percent (1.5%). In the event that one of Funds relies upon Section 12(d)(1)(F), FTCM, acting on behalf of the Fund, will, when voting with respect to any investment company owned by the Fund, comply with either of the following voting restrictions:
| ● | Seek instruction from the Fund’s shareholders with regard to the voting of all proxies and vote in accordance with such instructions, or |
| ● | Vote the shares held by the Fund in the same proportion as the vote of all other holders of such security. |
| ● | In addition to Section 12(d)(1)(F), Rule 12d1-4 under the Act states that a registered investment company (“Acquiring Fund”) may purchase or otherwise acquire the securities issued by another registered investment company (the “Acquired Fund”) in excess of the limits of Section 12(d)(1) and an Acquired Fund may sell or otherwise dispose of the securities issued by the Acquiring Fund in excess of the limits of Section 12(d)(1) if certain conditions are met. One of the conditions is that if the Acquiring Fund and its advisory group (as defined by Rule 12d1-4), in aggregate (A) hold more than 25% of the outstanding voting securities of an Acquired Fund that is a registered open-end management investment company or registered unit investment trust as a result of a decrease in the outstanding voting securities of an Acquired Fund, or (B) hold more than 10% of the outstanding voting securities of an Acquired Fund that is a registered closed-end management investment company or business development company, each of those holders will vote its securities in the same proportion as the vote of all other holders of such securities. When relying on Rule 12d1-4, the Fund will comply with such voting restrictions as required by Rule 12d1-4 and any applicable provision in the respective Fund of Funds Agreement with the Acquired Fund. |
2 The three percent (3%) limit is measured at the time of investment.
First Trust Capital Management | 225 W. Wacker Drive | 21st Floor | Chicago, IL 60606 | P: 773.828.6700 | F: 847.386.2910
ISS ProxyEdge
FTCM has a contractual relationship with Institutional Shareholder Services Inc. (“ISS”) through which ISS provides certain proxy management services to FTCM’s portfolio management teams. Specifically, ISS (i) provides access to the ISS ProxyExchange web-based voting and research platform to access vote recommendations, research reports, execute vote instructions and run reports relevant to Subscriber’s proxy voting environment; (ii) implements and maps FTCM’s designated proxy voting policies to applicable accounts and generates vote recommendations based on the application of such policies; and (iii) monitors FTCM’s incoming ballots, performs ballot-to-account reconciliations with FTCM and its third party providers to help ensure that ISS is receiving all ballots for which FTCM has voting rights. As part of our compliance procedures, FTCM’s Compliance Department reviews ISS on a periodic basis. The procedures performed include obtaining and reviewing certain compliance and operational related documents and reviewing a sample of proxies voted during the year to ensure compliance with our proxy voting policies and procedures.
ISS provides two options for how proxy ballots are executed:
| 1. | Implied Consent: ISS executes ballots on FTCM’s behalf based on policy guidelines chosen at the time FTCM entered into the relationship with ISS. |
| 2. | Mandatory Signoff: ISS is not permitted to mark or process any ballot on FTCM’s behalf without first receiving FTCM’s specific voting instructions via ProxyExchange. |
FTCM has opted for Option 1. Implied Consent and in so doing has chosen to allow ISS to vote proxies on its behalf “with management’s recommendations.” FTCM has the option, however, to change its vote from the “with management’s recommendations” default at any point prior to the voting deadline if the portfolio managers following the subject company determine it is in the best interests of the Funds and their shareholders to do so. In those instances when the subject company’s management has not provided a voting recommendation, FTCM will either vote based on its own determination of what would align most closely with the best interests of the Funds and their shareholders or will opt to allow ISS to submit an “abstain” vote on its behalf. In addition, in those limited instances when share blocking3 may apply, FTCM has instructed ISS not to cast a vote on FTCM’s behalf unless FTCM provides specific instructions via ProxyExchange.
FUND OF FUNDS-SPECIFIC POLICIES AND PROCEDURES
Several of the Funds are “Fund of Funds” that invest primarily in general or limited partnerships or other private investment vehicles (collectively, “Investment Funds”). While it is unlikely that the Fund of Funds will receive notices or proxies from Investment Funds, to the extent that the Fund of Funds do receive such notices or proxies and the Fund of Funds have voting interests in such Investment Funds, the responsibility for decisions regarding proxy voting for securities held by the Fund of Funds lies with FTCM as their advisor. FTCM will vote such proxies in accordance with the proxy policies and procedures noted above.
3 Proxy voting in certain countries requires share blocking. Shareholders wishing to vote their proxies must deposit their shares shortly before the meeting date with a designated depositary. During this blocking period, any shares held by the designated depositary cannot be sold until the meeting has taken place and the shares have been returned to FTCM’s custodian banks. FTCM generally opts not to participate in share blocking proxies given these restrictions on their ability to trade.
First Trust Capital Management | 225 W. Wacker Drive | 21st Floor | Chicago, IL 60606 | P: 773.828.6700 | F: 847.386.2910
REGISTERED INVESTMENT COMPANIES-SPECIFIC POLICIES AND PROCEDURES
Each Fund that is registered under the Act is required to file Form N- PX annually, with its complete proxy voting record for the twelve (12) months ended June 30th, no later than August 31st of each year. The Fund’s Form N-PX filing is available (i) without charge, upon request, from the Fund’s administrator or (ii) by visiting the SEC’s website at www.sec.gov.
First Trust Capital Management | 225 W. Wacker Drive | 21st Floor | Chicago, IL 60606 | P: 773.828.6700 | F: 847.386.2910
ITEM 13. PORTFOLIO MANAGERS OF CLOSED-END MANAGEMENT INVESTMENT COMPANIES.
| (a) | (1) The following table provides biographical information about the members of First Trust Capital Management L.P. (the “Investment Adviser”), who are primarily responsible for the day-to-day management of Destiny Alternative Fund’s portfolio as of the end of the period covered by this report: |
| Name of Portfolio Management Team Member |
Title | Length of Time of Service to the Fund |
Business Experience During the Past 5 Years |
Role of Portfolio Management Team Member |
| Michael Peck | Chief Executive Officer & Co-Chief Investment Officer | Since Inception |
Chief Executive Officer and Co-CIO, First Trust Capital Management L.P. (formerly, Vivaldi Asset Management, LLC) (2012 - Present); President and Co-CIO, Vivaldi Capital Management LP (formerly, Vivaldi Capital Management, LLC) (2012 – March 2024) |
Portfolio Management |
| Brian Murphy | Co-Chief Investment Officer | Since Inception |
Co-Chief Investment Officer and Portfolio Manager, First Trust Capital Management L.P. (formerly, Vivaldi Asset Management, LLC) (2014 - Present), Portfolio Manager, Vivaldi Capital Management LP (formerly, Vivaldi Capital Management, LLC) (2014 – March 2024) |
Portfolio Management |
| Robert O’Hara | Principal, Portfolio Manager | Since January 2022 | Principal, Portfolio Manager, First Trust Capital Management L.P. (January 2022 – Present); Investment Analyst and Trader, LBMC Investment Advisors (December 2018 – December 2021) | Portfolio Management |
(2) The following table provides information about portfolios and accounts, other than Destiny Alternative Fund, for which the members of the Portfolio Management team listed above are primarily responsible for the day-to-day portfolio management as of the end of the period covered by this report:
| Name of Portfolio Management Team Member |
Number of Accounts and Total Value of Assets for Which Advisory Fee is Performance-Based: |
Number of Other Accounts Managed and Total Value of Assets by Account Type for Which There is No Performance-Based Fee: | ||||
|
Name
|
Registered investment companies |
Other pooled investment vehicles |
Other accounts | Registered investment companies |
Other pooled investment vehicles |
Other accounts |
| Michael Peck | 2 Accounts / $151.80M | 11 Accounts / $413.76 | 0 Accounts | 7 Accounts / $5,283.49M |
4 Accounts / $85.84M |
0 Accounts |
| Brian Murphy | 2 Accounts / $151.80M | 11 Accounts / $413.76 | 0 Accounts | 7 Accounts / $5,283.49M | 11 Accounts / $143.25M | 0 Accounts |
| Robert O’Hara |
1 Account $80.50 |
3 Accounts $56.30 |
0 Accounts |
2 Accounts $3,880.01M |
1 Account $25.83M |
0 Accounts |
Conflicts of Interest
The Investment Adviser and Portfolio Managers may manage multiple funds and/or other accounts, and as a result may be presented with one or more of the following actual or potential conflicts:
The management of multiple funds and/or other accounts may result in the Investment Adviser or Portfolio Manager devoting unequal time and attention to the management of each fund and/or other account. The Investment Adviser seeks to manage such competing interests for the time and attention of a Portfolio Manager by having the Portfolio Manager focus on a particular investment discipline. Most other accounts managed by a Portfolio Manager are managed using the same investment models that are used in connection with the management of the Fund.
If the Investment Adviser or Portfolio Manager identifies a limited investment opportunity which may be suitable for more than one fund or other account, a fund may not be able to take full advantage of that opportunity due to an allocation of filled purchase or sale orders across all eligible funds and other accounts. To deal with these situations, the Investment Adviser has adopted procedures for allocating portfolio transactions across multiple accounts.
The Investment Adviser has adopted certain compliance procedures which are designed to address these types of conflicts. However, there is no guarantee that such procedures will detect each and every situation in which a conflict arises.
(3) The below information is provided as of March 31, 2026.
Mr. Peck and Mr. Murphy receive base salaries and bonuses, neither of which is based on performance, and are eligible to avail themselves of life insurance, medical and dental benefits offered to all employees of the Investment Adviser and to participate in the Investment Adviser's 401(k) plan. In addition, they are members of VFT Holdings LP and receive compensation based on the overall profitability of the firm and its affiliates. Mr. O'Hara receives a fixed salary and a discretionary bonus, based on individual and firm level performance. In addition, he owns interests in First Trust Capital Management L.P. and receives compensation based on the overall profitability of the firm. He also participates in a 401(k) program and received medical/dental insurance benefits on the same basis as other employees of First Trust Capital Management L.P.
(4) The following is listing of the dollar range of shares beneficially owned by each Portfolio Management Team Member as of the end of the period covered by this report:
| Name
of Portfolio Management Team Member: |
Dollar
Range of Shares Beneficially Owned by Portfolio Management Team Member: |
| Michael Peck | None |
| Brian Murphy | None |
| Robert O’Hara | None |
| (b) | Not applicable. |
ITEM 14. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS.
| (a) | Not applicable. |
| (b) | Not applicable. |
ITEM 15. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
There have been no material changes to the procedures by which the Shareholders may recommend nominees to the registrant's board of trustees, where those changes were implemented after the registrant last provided disclosure in response to the requirements of Item 407(c)(2)(iv) of Regulation S-K (17 CFR 229.407), or this Item.
ITEM 16. CONTROLS AND PROCEDURES.
| (a) | The registrant's principal executive and principal financial officers, or persons performing similar functions, have concluded that the registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the "1940 Act") (17 CFR 270.30a-3(c))) are effective, as of a date within 90 days of the filing date of the report that includes the disclosure required by this paragraph, based on their evaluation of these controls and procedures required by Rule 30a-3(b) under the 1940 Act (17 CFR 270.30a-3(b)) and Rules 13a-15(b) or 15d-15(b) under the Securities Exchange Act of 1934, as amended (17 CFR 240.13a-15(b) or 240.15d-15(b)). |
| (b) | There were no changes in the registrant's internal control over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act (17 CFR 270.30a-3(d)) that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting. |
ITEM 17. DISCLOSURE OF SECURITIES LENDING ACTIVITIES FOR CLOSED-END MANAGEMENT COMPANIES.
| (a) | Not applicable. |
| (b) | Not applicable. |
ITEM 18. RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION.
| (a) | Not applicable. |
| (b) | Not applicable. |
ITEM 19. EXHIBITS.
(a)(2) Not applicable.
(a)(4) There were no written solicitations.
(a)(5) There was no change to the registrant’s independent public accountant.
SIGNATURES
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.
| (registrant) | Destiny Alternative Fund |
| By (Signature and Title)* | /s/ Michael Peck | |
| Michael Peck, President | ||
| (Principal Executive Officer) |
| Date | June 11, 2026 |
Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| By (Signature and Title)* | /s/ Michael Peck | |
| Michael Peck, President | ||
| (Principal Executive Officer) |
| Date | June 11, 2026 |
| By (Signature and Title)* | /s/ Chad Eisenberg | |
| Chad Eisenberg, Treasurer | ||
| (Principal Financial Officer) |
| Date | June 11, 2026 |
* Print the name and title of each signing officer under his or her signature.