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2026-06-30 2026-06-30 pure shares iso4217:USD iso4217:USD shares No 0002021966 false N-2/A 333-294178 811-23969 N-2 true 3 true false true FT VEST TOTAL RETURN INCOME FUND: SERIES A2 235 West Galena Street Milwaukee WI 53212 414 299-2217 Ann Maurer 235 West Galena Street Milwaukee WI 53212 As soon as practicable after the effective date of this Registration Statement. false true false false false false false false false false true false false false false false <span style="font-size:10pt;font-family:Times New Roman">The Fund has limited operating history and the Shares have no history of public trading.</span> <table cellpadding="0" style="font:10pt Times New Roman, Times, Serif;width:100%;border-collapse:collapse;border-spacing:0px"> <tr style="vertical-align:bottom"> <td> </td> <td> </td> <td colspan="2" style="font-size:10pt;text-align:center"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt"><strong>Class A</strong></span></td> <td> </td> <td> </td> <td colspan="2" style="font-size:10pt;text-align:center"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt"><strong>Class I</strong></span></td> <td> </td> </tr> <tr style="vertical-align:bottom"> <td> </td> <td> </td> <td colspan="2" style="border-bottom:Black 0.5pt solid;font-size:10pt;text-align:center"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt"><strong>Shares</strong></span></td> <td> </td> <td> </td> <td colspan="2" style="border-bottom:Black 0.5pt solid;font-size:10pt;text-align:center"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt"><strong>Shares</strong></span></td> <td> </td> </tr> <tr style="vertical-align:bottom;background-color:rgb(204,238,255)"> <td style="font-size:10pt;text-align:justify;width:72%"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt;text-transform:uppercase"><strong>Shareholder Fees:</strong></span></td> <td style="width:1%"> </td> <td style="width:1%"> </td> <td style="width:10%"> </td> <td style="width:2%"> </td> <td style="width:1%"> </td> <td style="width:1%"> </td> <td style="width:10%"> </td> <td style="width:2%"> </td> </tr> <tr style="vertical-align:bottom"> <td style="font-size:10pt;text-align:justify"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">Sales Charge (Load) (<span style="font-size:10pt;font-family:Times New Roman">as a percentage of subscription amount</span>) ⁽¹⁾</span></td> <td> </td> <td> </td> <td style="font-size:10pt;text-align:right"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">2.00</span></td> <td style="font-size:10pt;text-align:left">%</td> <td> </td> <td> </td> <td style="font-size:10pt;text-align:right"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">None</span></td> <td> </td> </tr> </table> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <table cellpadding="0" style="width:100%;font:10pt Times New Roman, Times, Serif;margin-top:0pt;margin-bottom:0pt;border-spacing:0px"> <tr style="vertical-align:top"> <td style="width:0%"></td> <td style="width:5%">(1)</td> <td style="text-align:justify;width:95%">Class A Shares are subject to a 2.00% initial sales charge. There are certain scheduled variations in the initial sales charge, which also may be waived or reduced for purchases made through certain financial intermediaries. See “<i>WAIVERS AND DISCOUNTS AVAILABLE FROM INTERMEDIARIES</i>.”</td> </tr> </table> </div> <span style="font-size:10pt;font-family:Times New Roman">as a percentage of subscription amount</span> 0.02 0 <div> <table cellpadding="0" style="font:10pt Times New Roman, Times, Serif;width:100%;border-collapse:collapse;border-spacing:0px"> <tr style="vertical-align:bottom"> <td style="font-size:10pt;text-align:justify;width:72%"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt"><strong>ANNUAL EXPENSES:</strong></span></td> <td style="width:1%"> </td> <td style="width:1%"> </td> <td style="width:10%"> </td> <td style="width:2%"> </td> <td style="width:1%"> </td> <td style="width:1%"> </td> <td style="width:10%"> </td> <td style="width:2%"> </td> </tr> <tr style="vertical-align:bottom"> <td style="font-size:10pt;text-align:justify"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt"><strong><i>(As a Percentage of Net Assets Attributable to Shares)⁽²⁾</i></strong></span></td> <td> </td> <td> </td> <td> </td> <td> </td> <td> </td> <td> </td> <td> </td> <td> </td> </tr> <tr style="vertical-align:bottom;background-color:rgb(204,238,255)"> <td style="font-size:10pt;text-align:justify"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">Unitary Management Fee⁽³⁾</span></td> <td> </td> <td> </td> <td style="font-size:10pt;text-align:right"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">2.65</span></td> <td style="font-size:10pt;text-align:left">%</td> <td> </td> <td> </td> <td style="font-size:10pt;text-align:right"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">2.65</span></td> <td style="font-size:10pt;text-align:justify"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">%</span></td> </tr> <tr style="vertical-align:bottom"> <td style="font-size:10pt;text-align:justify"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">Distribution and Servicing Fee⁽⁴⁾</span></td> <td> </td> <td> </td> <td style="font-size:10pt;text-align:right"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">1.00</span></td> <td style="font-size:10pt;text-align:left">%</td> <td> </td> <td> </td> <td style="font-size:10pt;text-align:right"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">0.25</span></td> <td style="font-size:10pt;text-align:justify"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">%</span></td> </tr> <tr style="vertical-align:bottom;background-color:rgb(204,238,255)"> <td style="font-size:10pt;text-align:justify"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">Other Expenses⁽⁵⁾</span></td> <td> </td> <td> </td> <td style="font-size:10pt;text-align:right"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">0.00</span></td> <td style="font-size:10pt;text-align:left">%</td> <td> </td> <td> </td> <td style="font-size:10pt;text-align:right"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">0.00</span></td> <td style="font-size:10pt;text-align:justify"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">%</span></td> </tr> <tr style="vertical-align:bottom"> <td style="font-size:10pt;text-align:justify"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">Total Annual Expenses</span></td> <td> </td> <td> </td> <td style="font-size:10pt;text-align:right">3.65</td> <td style="font-size:10pt;text-align:left">%</td> <td> </td> <td> </td> <td style="font-size:10pt;text-align:right"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">2.90</span></td> <td style="font-size:10pt;text-align:justify"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">%</span></td> </tr> </table> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <table cellpadding="0" style="width:100%;font:10pt Times New Roman, Times, Serif;margin-top:0pt;margin-bottom:0pt;border-spacing:0px"> <tr style="vertical-align:top"> <td style="width:0%"></td> <td style="width:5%">(2)</td> <td style="text-align:justify;width:95%">For purposes of determining net assets in fee table calculations, derivatives are valued at fair value.</td> </tr> </table> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <table cellpadding="0" style="width:100%;font:10pt Times New Roman, Times, Serif;margin-top:0pt;margin-bottom:0pt;border-spacing:0px"> <tr style="vertical-align:top"> <td style="width:0%"></td> <td style="width:5%">(3)</td> <td style="text-align:justify;width:95%">For its provision of advisory services to the Fund, the Investment Adviser receives an annual Unitary Management Fee, payable monthly in arrears, equal to 2.65% of the Fund’s net assets as of month-end. In turn, the Investment Adviser will pay substantially all operating expenses of the Fund, excluding the Unitary Management Fee, initial and ongoing offering expenses and organizational expenses, interest expenses, taxes, portfolio transaction-related fees and expenses, costs of borrowing, distribution and service fees payable pursuant to a Rule 12b-1 plan, and litigation and indemnification expenses and any other extraordinary expenses not incurred in the ordinary course of the Fund’s business.</td> </tr> </table> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <table cellpadding="0" style="width:100%;font:10pt Times New Roman, Times, Serif;margin-top:0pt;margin-bottom:0pt;border-spacing:0px"> <tr style="vertical-align:top"> <td style="width:0%"></td> <td style="width:5%">(4)</td> <td style="text-align:justify;width:95%">Investors may pay to the Fund’s Distributor or other qualified recipients (i) for each Class of Shares, a Shareholder Servicing Fee of up to 0.25% on an annualized basis of the aggregate net assets of the Fund attributable to the Class, and (ii) for Class A Shares, a Distribution Fee of up to 0.75% on an annualized basis of the aggregate net assets attributable to Class A Shares for marketing and distribution expenses. Payment of the Distribution and Servicing Fee is governed by a Distribution and Service Plan that, pursuant to the conditions of an exemptive order issued by the SEC, has been adopted by the Fund with respect to Class A Shares and Class I Shares in compliance with Rule 12b-1 under the Investment Company Act. See “<i>DISTRIBUTION AND SERVICE PLAN</i>.” It is estimated for the current fiscal year that Shareholders of both Class A Shares and Class I Shares will pay (i) 0.00% of the net asset value of the Fund's assets attributable to such class for shareholder servicing expenses and (ii) 0.75% of the net asset value of the Fund's assets attributable to such class for marketing and distribution expenses.</td> </tr> </table> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <table cellpadding="0" style="width:100%;font:10pt Times New Roman, Times, Serif;margin-top:0pt;margin-bottom:0pt;border-spacing:0px"> <tr style="vertical-align:top"> <td style="width:0%"></td> <td style="width:5%">(5)</td> <td style="text-align:justify;width:95%"><span style="font-size:10pt;font-family:Times New Roman">“Other Expenses” are based on estimated amounts for the current fiscal year.</span></td> </tr> </table> </div> 0.0265 0.0265 0.01 0.0025 0 0 0.0365 0.029 <span style="font-size:10pt;font-family:Times New Roman">“Other Expenses” are based on estimated amounts for the current fiscal year.</span> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The purpose of the table above is to assist prospective investors in understanding the various fees and expenses Shareholders will bear directly or indirectly. For a more complete description of the various fees and expenses of the Fund, see “<i>MANAGEMENT OF THE FUND – Unitary Management Fee,</i>” “<i>MANAGEMENT OF THE FUND – Sub-Advisory Fee</i> “<i>ADMINISTRATION,</i>” “<i>FUND FEES AND EXPENSES,</i>” “<i>WAIVERS AND DISCOUNTS AVAILABLE FROM INTERMEDIARIES</i>,” and “<i>PURCHASING SHARES.</i>”</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><strong>EXAMPLE</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <table cellpadding="0" style="border-collapse:collapse;width:100%;font:10pt Times New Roman, Times, Serif;border-spacing:0px"> <tr style="vertical-align:bottom"> <td style="padding-bottom:1pt;font-size:10pt"> </td> <td style="padding-bottom:1pt;font-size:10pt;font-weight:bold"> </td> <td colspan="2" style="border-bottom:Black 1pt solid;font-size:10pt;font-weight:bold;text-align:center">1 Year</td> <td style="padding-bottom:1pt;font-size:10pt;font-weight:bold"> </td> <td style="padding-bottom:1pt;font-size:10pt;font-weight:bold"> </td> <td colspan="2" style="border-bottom:Black 1pt solid;font-size:10pt;font-weight:bold;text-align:center">3 Years</td> <td style="padding-bottom:1pt;font-size:10pt;font-weight:bold"> </td> <td style="padding-bottom:1pt;font-size:10pt;font-weight:bold"> </td> <td colspan="2" style="border-bottom:Black 1pt solid;font-size:10pt;font-weight:bold;text-align:center">5 Years</td> <td style="padding-bottom:1pt;font-size:10pt;font-weight:bold"> </td> <td style="padding-bottom:1pt;font-size:10pt;font-weight:bold"> </td> <td colspan="2" style="border-bottom:Black 1pt solid;font-size:10pt;font-weight:bold;text-align:center">10 Years</td> <td style="padding-bottom:1pt;font-size:10pt;font-weight:bold"> </td> </tr> <tr style="vertical-align:bottom;background-color:rgb(204,238,255)"> <td style="width:44%;font-size:10pt;font-weight:bold;text-indent:-0.1in;padding-left:0.1in">Class A Shares</td> <td style="width:2%;font-size:10pt"> </td> <td style="width:1%;font-size:10pt;text-align:left"> </td> <td style="width:10%;font-size:10pt;text-align:right"> </td> <td style="width:1%;font-size:10pt;text-align:left"> </td> <td style="width:2%;font-size:10pt"> </td> <td style="width:1%;font-size:10pt;text-align:left"> </td> <td style="width:10%;font-size:10pt;text-align:right"> </td> <td style="width:1%;font-size:10pt;text-align:left"> </td> <td style="width:2%;font-size:10pt"> </td> <td style="width:1%;font-size:10pt;text-align:left"> </td> <td style="width:10%;font-size:10pt;text-align:right"> </td> <td style="width:1%;font-size:10pt;text-align:left"> </td> <td style="width:2%;font-size:10pt"> </td> <td style="width:1%;font-size:10pt;text-align:left"> </td> <td style="width:10%;font-size:10pt;text-align:right"> </td> <td style="width:1%;font-size:10pt;text-align:left"> </td> </tr> <tr style="vertical-align:bottom"> <td style="font-size:10pt;text-align:left;text-indent:-0.125in;padding-left:0.125in">You Would Pay the Following Expenses Based on a $1,000 Investment in the Fund, Assuming a 5% Annual Return:</td> <td style="font-size:10pt"> </td> <td style="font-size:10pt;text-align:left">$</td> <td style="font-size:10pt;text-align:right">56</td> <td style="font-size:10pt;text-align:left"> </td> <td style="font-size:10pt"> </td> <td style="font-size:10pt;text-align:left">$</td> <td style="font-size:10pt;text-align:right">129</td> <td style="font-size:10pt;text-align:left"> </td> <td style="font-size:10pt"> </td> <td style="font-size:10pt;text-align:left">$</td> <td style="font-size:10pt;text-align:right">         <span style="font-size:10pt">205</span></td> <td style="font-size:10pt;text-align:left"> </td> <td style="font-size:10pt"> </td> <td style="font-size:10pt;text-align:left">$</td> <td style="font-size:10pt;text-align:right">        <span style="font-size:10pt">403</span></td> <td style="font-size:10pt;text-align:left"> </td> </tr> <tr style="vertical-align:bottom;background-color:rgb(204,238,255)"> <td style="font-size:10pt;font-weight:bold">Class I Shares</td> <td style="font-size:10pt"> </td> <td style="font-size:10pt;text-align:left"> </td> <td style="font-size:10pt;text-align:right"> </td> <td style="font-size:10pt;text-align:left"> </td> <td style="font-size:10pt"> </td> <td style="font-size:10pt;text-align:left"> </td> <td style="font-size:10pt;text-align:right"> </td> <td style="font-size:10pt;text-align:left"> </td> <td style="font-size:10pt"> </td> <td style="font-size:10pt;text-align:left"> </td> <td style="font-size:10pt;text-align:right"> </td> <td style="font-size:10pt;text-align:left"> </td> <td style="font-size:10pt"> </td> <td style="font-size:10pt;text-align:left"> </td> <td style="font-size:10pt;text-align:right"> </td> <td style="font-size:10pt;text-align:left"> </td> </tr> <tr style="vertical-align:bottom"> <td style="font-size:10pt;text-align:left;text-indent:-0.125in;padding-left:0.125in">You Would Pay the Following Expenses Based on a $1,000 Investment in the Fund, Assuming a 5% Annual Return:</td> <td style="font-size:10pt"> </td> <td style="font-size:10pt;text-align:left">$</td> <td style="font-size:10pt;text-align:right"><span style="font-size:10pt">29</span></td> <td style="font-size:10pt;text-align:left"> </td> <td style="font-size:10pt"> </td> <td style="font-size:10pt;text-align:left">$</td> <td style="font-size:10pt;text-align:right"><span style="font-size:10pt">90</span></td> <td style="font-size:10pt;text-align:left"> </td> <td style="font-size:10pt"> </td> <td style="font-size:10pt;text-align:left">$</td> <td style="font-size:10pt;text-align:right"><span style="font-size:10pt">153</span></td> <td style="font-size:10pt;text-align:left"> </td> <td style="font-size:10pt"> </td> <td style="font-size:10pt;text-align:left">$</td> <td style="font-size:10pt;text-align:right">322</td> <td style="font-size:10pt;text-align:left"> </td> </tr> </table> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The example is based on the annual fees and expenses of Class A Shares and Class I Shares set out in the table above and should not be considered a representation of future expenses. Actual expenses may be greater or less than those shown. Moreover, the rate of return of the Fund may be greater or less than the hypothetical 5% return used in the example. A greater rate of return than that used in the example would increase the dollar amount of the asset-based fees paid by the Fund.</p> 56 129 205 403 29 90 153 322 24.58 25 -3.57 -1.59 23.32 24.58 <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:center"><span id="p_005"><span style="text-transform:uppercase"><strong>INVESTMENT OBJECTIVE AND STRATEGIES</strong></span></span></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><strong>INVESTMENT OBJECTIVE</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Fund’s investment objective is to achieve attractive risk-adjusted returns through a combination of high level of current income and potential (although limited) long-term capital appreciation, while attempting to mitigate the risk of loss of principal. There can be no assurance that the Fund will achieve its investment objective or that the Fund’s investment strategies will be successful.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Fund’s investment objective is non-fundamental and may be changed by the Board without the approval of shareholders. The Fund will provide notice to Shareholders of such change.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><strong>INVESTMENT STRATEGIES AND INVESTMENT PROCESS</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">In seeking to achieve this investment objective, the Fund intends to pursue a hedged equity investment strategy by (i) investing primarily in U.S. exchange-traded equity securities contained in the S&amp;P 500® Index (such index, the “Reference Index”), (ii) mitigating some of the risk of loss of principal by purchasing a hedge against the long term decline of the Reference Index (“Downside Hedge”), and (iii) producing income with a target net income objective of 15.0% on an annual basis (“Defined Income”). The Reference Index is a price return index that does not reflect the reinvestment of dividends. The Fund will forgo potential capital appreciation as it seeks to generate income. The Downside Hedge is designed to mitigate the risk of loss for those investors that buy Shares at the beginning of a two-year period (the “Designated Period”) and hold Shares until the end of the Designated Period. The Fund does not seek to provide a specific level of protection or any specific level of capital appreciation or performance compared to the performance of the Reference Index. The hedge will not mitigate all loss even if the hedge worked as intended. There is no guarantee that the attempt to limit losses to the Fund will be successful. The Fund cannot guarantee that its investment objective will be achieved or that it will earn its target net income.</p> </div> <div> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Fund intends to pursue its investment objective by investing primarily in U.S. exchange-traded equity securities contained in the Reference Index. The Fund intends to acquire and hold a diversified basket of approximately 100 of the component securities of the Reference Index. This basket of securities (each a “Reference Stock” and collectively the “Reference Stock Basket”) may be rebalanced and/or reconstituted periodically as determined by the Sub-Adviser (defined below) to limit tracking error to the Reference Index. The Fund’s basket of securities may change as the constituents of the Reference Index change. As of May 2026, a significant portion of the Reference Index is comprised of companies in the information technology sector, although this may change from time to time.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Fund will forgo potential capital appreciation as it seeks to generate income. The capital appreciation of the Fund may be less than the capital appreciation of the Reference Index and the performance of the Fund may be less than the performance of the Reference Index.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Fund expects to sell short-term call options on select securities held in the Reference Stock Basket to generate income as discussed under <i>Defined Income</i> below. In the event the value of the securities held by the Fund exceeds the strike prices of the call options on such securities (see <i>Defined Income </i>below for more information), the capital appreciation on such securities is expected to be less than the capital appreciation of the Reference Index. The Fund will forgo potential capital appreciation on the portion of each Reference Stock in which the Fund sells call options as it seeks to generate income. The capital appreciation of these securities may be less than the capital appreciation of the Reference Index and the total return performance of these securities may be less than the performance of the Reference Index. The Fund does not seek to achieve any specific level of performance compared to the performance of the Reference Index.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><span style="text-decoration:underline">Downside Hedge</span>. The Fund will purchase a long-dated put option on the Reference Index (including using FLexible EXchange® Options, which are exchange-traded option contracts with uniquely customizable terms) at the beginning of each 2-year offering period (“Designated Period”) as a hedge against long-term decline in the market value of the securities in the Reference Stock Basket. The Downside Hedge is intended to be fully achieved at the end of the specified Designated Period. Therefore, Shares tendered for repurchase prior to the end of a Designated Period will not receive the full benefit of the Downside Hedge from the put option against declines in the long-term market value of the Reference Stock Basket held by the Fund. The Fund does not seek to provide a specific level of protection. There is no guarantee that the attempt to limit losses to the Fund will be successful.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Fund will purchase a long-dated put option at an exercise price equal to the closing price of the Reference Index at the beginning of the Designated Period. When the Fund buys the long-dated put option, it will pay a non-refundable premium and it will have the right, but not the obligation, on the expiration date at the end of the Designated Period, to receive, upon exercise of the option, an amount of cash if the closing level of the Reference Index is less than the exercise price of the option. This amount of cash is equal to the excess of the exercise price of the option over the closing price of the Reference Index. The Fund cannot exercise the long-dated put option during the Designated Period. The put option will settle for cash at the end of the Designated Period. Gain or loss will depend on changes in the Reference Index. During the Designated Period, the unrealized gain or loss from the put option will be reflected in the Fund’s net asset value.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The extent of the benefit of the hedge to the Fund will depend on the correlation of the Fund’s portfolio to the Reference Index during the Designated Period. At a theoretical 100% correlation of the Fund’s portfolio to the Reference Index, the entire amount of potential loss to the Fund resulting from holding its Reference Stock Basket would be mitigated. Although the Sub-Adviser will seek to obtain a very high degree of correlation between the Fund’s Reference Stock Basket and the Reference Index, the Fund’s portfolio will not have a 100% correlation with the Reference Index because the Reference Index holds more stocks than the Reference Stock Basket.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">In addition, the hedge will not mitigate all potential losses to the Fund because the Fund also will sell call options as part of its Defined Income strategy. The sale of call options and the resulting effect of those sales on the Fund’s performance over time will cause the Fund’s performance to deviate from the performance of the Reference Stock Basket. This will result in the hedge not corresponding directly to the Fund’s portfolio. The extent of correlation between the hedge and the Fund’s portfolio cannot be known in advance. See “<i>PRINCIPAL RISK FACTORS – Strategy Risks – Compounding Risk; Correlation Risk</i>.”</p> </div> <div> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The purchase of the long-dated put option will be funded through the sale of an offsetting set of options (the “Box Spread”) or other methods as determined by the Sub-Adviser (as defined below). The Box Spread is comprised of four options that collectively do not expose the Fund to any changes in the reference asset of the options but have the net effect of borrowing at the rate implied in the prices of the options. The sale of Box Spreads, if any, will solely be used by the Fund to cover the cost of the long-dated put option. Therefore, the amount “borrowed” by the Fund through selling the Box Spread will generally correspond to the cost of the long-dated put option purchased at the beginning of the specified Designated Period. Options on the Reference Index are expected to be the preferred contracts for the Fund’s sale of Box Spreads. The Fund may also sell Box Spreads using exchange-listed option contracts on an index other than the Reference Index or on an individual equity security or exchange traded fund when the Sub-Adviser has determined that doing so would provide the Fund with better risk and return characteristics.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">A Box Spread is the combination of a synthetic long position coupled with an offsetting synthetic short position through a combination of options contracts on a reference asset at the same expiration date. The synthetic long position consists of (i) buying a call option and (ii) selling a put option, each on the same reference asset and each with the same strike price and expiration date (a “Synthetic Long”). The synthetic short position consists of (i) buying a put option and (ii) selling a call option, each on the same reference asset and each with the same expiration date as the Synthetic Long but with a different strike price from the Synthetic Long (a “Synthetic Short”).</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Synthetic Long has a strike price that is less than the strike price for the Synthetic Short. The difference between the strike prices of the Synthetic Long and the Synthetic Short determines the expiration value (or value at maturity) of the Box Spread. An important feature of the Box Spread construction process is that it seeks to eliminate market risk tied to price movements associated with the underlying options’ reference asset. The Box Spread’s return is designed to remain constant no matter how low or how high the underlying options’ reference asset price moves. Once the Box Spread is initiated, its return from the initiation date through expiration will generally not change.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><span style="text-decoration:underline">Defined Income</span>. The Fund will attempt to produce income with a target net income objective of 15.0% on an annual basis from dividend income on the Reference Stock held by the Fund and by selling short-term call options periodically on select securities held in the Reference Stock Basket to produce option premia. Each week, the Fund will compare the dividend income of the Reference Stocks held by the Fund against the sum of the Fund’s target distribution combined with other required reserves and expenses. The Fund will attempt to bridge that difference with the premiums that come from selling call options. By combining premiums collected from the sale of calls with the dividend income of the Reference Stocks, the Fund seeks to increase total income for investors while still participating in some of the growth potential from the price appreciation of the stocks held by the Fund. The Fund intends to make monthly distributions of its income to its shareholders.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">A written (sold) call option gives the buyer the right to purchase, and the seller the obligation, to sell shares of the underlying asset at a specified price (“strike price”) at a specified date (“expiration date”). The writer (seller) of the call option receives an amount (premium) for writing (selling) the option. In exchange for additional income in the form of a premium, the Fund will sell call options on select Reference Stocks. If the value of a stock on the expiration date of the option is below the strike price, the option will not be exercised by the buyer and will expire. If the value of a stock on the expiration date is above the strike price, then the option finished “in the money.” Then, if the buyer exercises the option, the Fund either sells the stock at the strike price to the buyer or pays the buyer the difference between the strike price and the current market price of the stock. There may be times the Fund needs to sell securities when it would not otherwise do so in order to settle an option position, which could result in the distribution of premium from that option position being classified as a return of capital.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The call options written by the Fund will have expirations of less than 30 days, and will be typically written at the money. The Fund employs a “partial covered call strategy,” meaning that the call options will be fully covered; however the options will be typically written on a notional value less than the total value of each underlying Reference Stock. Although the short position in each call option is “covered” by a portion of the corresponding Reference Stock held by the Fund, the notional value of the call options will not exceed 100% of the value of the underlying Reference Stock. <strong>Although the Fund seeks to earn net income of 15.0% on an annual basis, the Fund’s actual income and gains may, at times be insufficient to achieve the target and part of the distribution to Shareholders will stem from a return of capital.</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Designated Period starts on the closing date for the subscription of Shares and ends on a date that is approximately two years from the closing date. Each subsequent Designated Period starts on the date that the prior Designated Period ends and ends on a date that is approximately two years from that starting date. At the end of a Designated Period, the Fund will reset for a new Designated Period with the same Downside Hedge strategy. The Fund does not expect the target income objective to change. If the target income objective or other terms for the new Designated Period were to change, the Fund expects to provide notice to investors through an amended Prospectus prior to the end of the previous Designated Period.</p> </div> <div> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Fund’s investment strategy may involve frequently buying and selling portfolio securities. High portfolio turnover may result in the Fund paying higher levels of transaction costs, including brokerage commissions, dealer mark-ups and other costs and may generate greater tax liabilities for shareholders. Portfolio turnover risk may cause the Fund’s performance to be less than expected.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Investment Adviser has delegated to the Sub-Adviser the discretion to select and allocate investments among the Fund’s assets. Accordingly, the success of the Fund’s strategies depends on the Sub-Adviser’s ability to select the investments for the Fund and also its ability to determine appropriate allocations and relative weightings among the selected investments.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Fund cannot guarantee that its investment objective will be achieved or that its strategies will be successful.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><strong>Cash Management</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">It is expected that the Fund’s assets will not be fully invested at all times. The Fund may maintain a portion of its assets in cash, deposit, call or current accounts or invest in short-term instruments, such as short-term debt instruments, money market funds, government securities, certificates of deposit, bankers’ acceptances or similar cash equivalents, until such time when suitable investment opportunities become available, to meet the expense needs of the Fund and/or to fund repurchases or for such other purposes as may be determined by the Investment Adviser.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><strong>Temporary Defensive Measures</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">During temporary defensive periods, the Fund may deviate from its investment policies and objective. During such periods, the Fund may invest up to 100% of its total assets in cash or cash equivalents, including short- or intermediate-term U.S. Treasury securities, as well as other short-term investments, including high quality, short-term debt securities. Under abnormal market conditions or for temporary defensive measures, the Fund may consider various actions, including reducing the distribution rate. There can be no assurance that such techniques will be successful. Accordingly, during such periods, the Fund may not achieve its investment objective.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><strong>No Restrictions on Investment Strategies</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">Unless otherwise specified, the investment policies and limitations of the Fund are not considered to be fundamental by the Fund and can be changed without a vote of the Shareholders. Certain investment restrictions specifically identified as such in the Statement of Additional Information (the “SAI”) are considered fundamental and may not be changed without approval by holders of a “majority of the outstanding voting securities” of the Fund. As defined in the Investment Company Act, when used with respect to particular units of the Fund, a “majority of the outstanding voting securities” means: (i) 67% or more of the Shares present at a meeting, if the holders of more than 50% of the Shares are present or represented by proxy; or (ii) more than 50% of the Shares, whichever is less.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The foregoing description represents a general summary of the Advisers’ current approach to the Fund’s portfolio construction. Over time, markets change and the Advisers will seek to capitalize on attractive opportunities wherever they might be. Depending on conditions and trends in securities markets and the economy generally, the Advisers may employ other non-principal strategies or techniques that it considers appropriate and in the best interest of the Fund.</p> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:center"><span id="p_007"><span style="text-transform:uppercase"><strong>PRINCIPAL RISK FACTORS</strong></span></span></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">All investments carry risks to some degree. The Fund’s investment strategy is designed to be achieved only if Shares are held for the entire Designated Period. The Fund cannot guarantee that its investment objective will be achieved or that its strategy of will be successful. <strong>An investment in the Fund involves substantial risks, including the risk that the entire amount invested may be lost.</strong> Various other types of risks are also associated with investments in the Fund. Below is a list of principal risks of investing in the Fund. Different risks may be more significant at different times, depending on market conditions.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><strong>GENERAL RISKS</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><i>LIMITED OPERATING HISTORY</i>. The Fund is a closed-end management investment company that has limited operating history and no public trading of its Shares. An investment in the Fund’s Shares should not constitute a complete investment program for any investor and involves a high degree of risk. Due to the uncertainty in all investments, there can be no assurance that the Fund will succeed in meeting its investment objectives. The Fund may not grow or maintain an economically viable size, which may result in increased Fund expenses or a determination by the Board to liquidate the Fund.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><i>CLOSED-END FUND; LIMITED LIQUIDITY</i>. The Fund has been organized as a diversified, closed-end management investment company and designed primarily for long-term investors. An investor should not invest in the Fund if the investor needs a liquid investment. Closed-end funds differ from open-end management investment companies (commonly known as mutual funds) in that investors in a closed-end fund do not have the right to redeem their shares on a daily basis. Unlike most closed-end funds, which typically list their shares on a securities exchange, the Fund does not intend to list the Shares for trading on any securities exchange, and the Fund does not expect any secondary market to develop for the Shares. Shares are considerably less liquid than shares of funds that trade on a stock exchange, or shares of open-end registered investment companies. At the discretion of the Board and provided that it is in the best interests of the Fund and Shareholders to do so, the Fund intends to provide a limited degree of liquidity to Shareholders by conducting tender offers at least semi-annually after a Closing. The Board may determine not to conduct a tender offer. There can be no assurance that the Fund will conduct tender offers in any particular period and Shareholders may be unable to tender Shares for repurchase for the life of the Fund.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">Shareholders whose Shares are accepted for repurchase bear the risk that the Fund’s NAV may fluctuate significantly between the time that they submit their repurchase requests and the date as of which such Shares are valued for purposes of such repurchase.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">In considering whether to repurchase Shares during periods of financial market stress, the Board may offer to repurchase Shares at a discount to their prevailing NAV that appropriately reflects market conditions, subject to applicable law. Further, repurchases of Shares, if any, may be suspended, postponed or terminated by the Board under certain circumstances. See “<i>TENDER/REPURCHASE PROCEDURES</i>.” An investment in the Fund is suitable only for investors who can bear the risks associated with the limited liquidity of Shares. Also, because Shares are not listed on any securities exchange, the Fund is not required, and does not intend, to hold annual meetings of its Shareholders unless called for under the provisions of the Investment Company Act.</p> </div> <div> </div> <div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><i>RECENT MARKET CIRCUMSTANCES</i>. The value of the Fund’s investments may increase or decrease in response to expected, real or perceived economic, political or financial events in the U.S. or global markets. The frequency and magnitude of such changes in value cannot be predicted. Certain securities and other investments held by the Fund may experience increased volatility, illiquidity, or other potentially adverse effects in response to changing market conditions, inflation/deflation, changes in interest rates, lack of liquidity in the bond or equity markets, volatility in the equity markets. U.S. or global markets may be adversely affected by uncertainties and events or the threat or potential of one or more such events and developments in the U.S. and around the world, such as major cybersecurity events, geopolitical events (including wars, terror attacks, natural disasters, spread of infectious disease (including epidemics or pandemics) or other public health emergencies), social unrest, political developments, changes in government policies, taxation, threatened or actual imposition of tariffs, restrictions on foreign investment and currency repatriation, currency fluctuations and developments in the laws and regulations in the U.S. and other countries, or other political, regulatory, economic and social developments, and developments that impact specific economic sectors, industries or segments of the market. In the first half of 2025, the United States enacted or proposed to enact significant new tariffs, and various federal agencies have been directed to further evaluate key aspects of U.S. trade policy, which could potentially lead to significant changes to current policies, treaties, and tariffs. Significant uncertainty about the future relationship between the U.S. and other countries with respect to such trade policies, treaties and tariffs continues to exist. The United States has also recently engaged in armed conflict in the Middle East. These developments, or the perception that any of them could occur, may have a material adverse effect on global trade, in particular, trade between the impacted nations and the U.S.; the stability of global financial markets; and global economic conditions.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">In the first half of 2025, the United States enacted or proposed to enact significant new tariffs, and various federal agencies were directed to further evaluate key aspects of U.S. trade policy, which could potentially lead to significant changes to current policies, treaties, and tariffs. Significant uncertainty about the future relationship between the U.S. and other countries with respect to such trade policies, treaties and tariffs continues to exist. These developments, or the perception that any of them could occur, may have a material adverse effect on global trade, in particular, trade between the impacted nations and the U.S.; global financial markets’ stability; and global economic conditions.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Fund cannot predict the effects or likelihood of such events on the U.S. and global economies, the value of the Shares or the NAV of the Fund. The issuers of securities, including those held in the Fund’s portfolio, could be materially impacted by such events which may, in turn, negatively affect the value of such securities or such issuers’ ability to make interest payments or distributions to the Fund., These risks may be magnified if certain events or developments adversely interrupt the global supply chain; in these and other circumstances, such risks might affect companies worldwide due to increasingly interconnected global economies and financial markets.</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><strong>Economic Recession or Downturn Risk</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">Many of the Fund’s investments may be issued by companies susceptible to economic slowdowns or recessions. Therefore, the Fund’s non-performing assets are likely to increase, and the value of its portfolio is likely to decrease, during these periods. A prolonged recession may result in losses of value in the Fund’s portfolio and a decrease in the Fund’s revenues, net income and net asset value. Unfavorable economic conditions also could increase the Fund’s funding costs, limit the Fund’s access to the capital markets or result in a decision by lenders not to extend credit to it on terms it deems acceptable. These events could prevent the Fund from increasing investments and harm the Fund’s operating results.</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><i>GOVERNMENT INTERVENTION IN FINANCIAL MARKETS. </i>Instability in the financial markets in the recent past led the U.S. government and foreign governments to take a number of unprecedented actions designed to support certain financial institutions and segments of the financial markets that experienced extreme volatility, and in some cases a lack of liquidity. Future market conditions could lead to similar such actions. See “<i>PRINCIPAL RISK FACTORS — RECENT MARKET CIRCUMSTANCES</i>” above. U.S. federal and state governments and foreign governments, their regulatory agencies or self-regulatory organizations may take actions that affect the regulation of the securities in which the Fund, or the issuers of such securities, in ways that are unforeseeable and on an “emergency” basis with little or no notice with the consequence that some market participants’ ability to continue to implement certain strategies or manage the risk of their outstanding positions will be suddenly and/or substantially eliminated or otherwise negatively implicated. Given the complexities of the global financial markets and the limited time frame within which governments have been able to take action, these interventions have sometimes been unclear in scope and application, resulting in confusion and uncertainty, which in itself has been materially detrimental to the efficient functioning of such markets as well as previously successful investment strategies. Decisions made by government policy makers could exacerbate any economic difficulties. Issuers might seek protection under the bankruptcy laws. Legislation or regulation may also change the way in which the Fund itself is regulated. Such legislation or regulation could limit or preclude the Fund’s ability to achieve its investment objective.</p> </div> </div> <div> </div> <div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><i>FUND CAPITALIZATION RISK. </i>There is a risk that the Fund may not raise sufficient capital to maintain profitability and meet its investment objective. An inability to raise sufficient capital may adversely affect the Fund’s diversification, financial condition, liquidity and results of operations, as well as its compliance with regulatory requirements and tax diversification requirements. After completion of a Designated Period, the Fund could liquidate without Shareholder approval if it did not have sufficient capital after a subsequent Closing. The timing of such liquidation may not be favorable and could have negative tax consequences for Shareholders.</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><i>BORROWING; USE OF LEVERAGE. </i>The use of leverage increases both risk of loss and profit potential. The Fund is subject to the Investment Company Act requirement that an investment company satisfy an asset coverage requirement of 300% of its indebtedness, including amounts borrowed, measured at the time the investment company incurs the indebtedness. This means that at any given time the value of the Fund’s total indebtedness may not exceed one-third of the value of its total assets (including such indebtedness). The Fund may be required to dispose of assets on unfavorable terms if market fluctuations or other factors reduce the Fund’s asset coverage to less than the prescribed amount.</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><i>DERIVATIVE INSTRUMENTS. </i>The Fund intends to use derivative instruments, principally options contracts. Transactions in derivative instruments present risks arising from the use of leverage (which increases the magnitude of losses), volatility, the possibility of default by a counterparty and illiquidity. Use of derivative instruments for hedging or speculative purposes by the Fund could present significant risks, including the risk of losses in excess of the amounts invested. Derivative prices are highly volatile and may fluctuate substantially during a short period of time. Such prices are influenced by numerous factors that affect the markets, including, but not limited to: changing supply and demand relationships; government programs and policies; national and international political and economic events, changes in interest rates, inflation and deflation and changes in supply and demand relationships. Trading derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities. Derivative contracts ordinarily have leverage inherent in their terms. The use of leverage may cause the Fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations or to meet regulatory or contractual requirements for derivatives. The use of leveraged derivatives can magnify potential for gain or loss and, therefore, amplify the effects of market volatility on share price.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">Rule 18f-4 under the Investment Company Act relates to a registered investment company’s use of derivatives and related instruments. Rule 18f-4 prescribes specific value-at-risk leverage limits for certain derivatives users and requires certain derivatives users to adopt and implement a derivatives risk management program (including the appointment of a derivatives risk manager and the implementation of certain testing requirements), and prescribes reporting requirements in respect of derivatives. The Fund has adopted procedures for investing in derivatives and other transactions in compliance with Rule 18f-4. Rule 18f-4 requires the Fund to implement certain policies and procedures designed to manage its derivatives risk, dependent upon the Fund’s level of exposure to derivative instruments. Limits or restrictions applicable to the counterparties or issuers, as applicable, with which the Fund may engage in derivative transactions could also limit or prevent the Fund from using certain instruments.</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><i>INFLATION RISK</i>. Inflation risk is the risk that the value of assets or income from investments will be less in the future as inflation decreases the value of money. As inflation increases, the present value of the Fund’s assets and distributions may decline. This risk is more prevalent with respect to debt securities held by the Fund (if any). Inflation creates uncertainty over the future real value (after inflation) of an investment. Inflation rates may change frequently and drastically as a result of various factors, including unexpected shifts in the domestic or global economy, and the Fund’s investments may not keep pace with inflation, which may result in losses to Fund investors.</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><i>INTEREST RATE RISK. </i>Interest rate risk is the risk of losses attributable to changes in interest rates. In general, if interest rates rise, the values of loans and other debt instruments tend to fall, and if interest rates fall, the values of loans and other debt instruments tend to rise. The risks associated with changing interest rates are heightened under current market conditions given that interest rates in the United States and many other countries have fluctuated in recent periods and may continue to change in the foreseeable future.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">To the extent the Fund borrows money to finance its investments, the Fund’s performance will depend, in part, upon the difference between the rate at which it borrows funds and the rate at which it invests those funds. In periods of rising interest rates, the Fund’s cost of funds could increase. Adverse developments resulting from changes in interest rates could have a material adverse effect on the Fund’s financial condition and results of operations. It is possible that interest rates may increase rapidly in the future.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">In addition, a decline in the prices of any debt the Fund owns could adversely affect the Fund’s net asset value. Changes in market interest rates could also affect the ability of operating companies in which the Fund invests to service debt, which could materially impact the Fund.</p> </div> </div> <div> </div> <div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><i>LEGAL, TAX AND REGULATORY. </i>Legal, tax and regulatory changes could occur that may materially adversely affect the Fund. For example, the regulatory and tax environment for derivative instruments in which the Fund may participate is evolving, and changes in the regulation or taxation of derivative instruments may materially adversely affect the value of derivative instruments held by the Fund and the ability of the Fund to pursue its trading strategies. On October 28, 2020, the SEC adopted Rule 18f-4 under the Investment Company Act relating to a registered investment company’s use of derivatives and related instruments. Rule 18f-4 prescribes specific value-at-risk leverage limits for certain derivatives users and requires certain derivatives users to adopt and implement a derivatives risk management program (including the appointment of a derivatives risk manager and the implementation of certain testing requirements), and prescribes reporting requirements in respect of derivatives. Subject to certain conditions, if a fund qualifies as a “limited derivatives user,” as defined in Rule 18f-4, it is not subject to the full requirements of Rule 18f-4. In connection with the adoption of Rule 18f-4, the SEC rescinded certain of its prior guidance regarding asset segregation and coverage requirements in respect of derivatives transactions and related instruments. With respect to reverse repurchase agreements or other similar financing transactions in particular, Rule 18f-4 permits a fund to enter into such transactions if the fund either (i) complies with the asset coverage requirements of Section 18 of the Investment Company Act, and combines the aggregate amount of indebtedness associated with all tender option bonds or similar financing with the aggregate amount of any other senior securities representing indebtedness when calculating the relevant asset coverage ratio, or (ii) treats all tender option bonds or similar financing transactions as derivatives transactions for all purposes under Rule 18f-4. The Fund has adopted procedures for investing in derivatives and other transactions in compliance with Rule 18f-4. The Fund intends to continue to be treated as a limited derivatives user under Rule 18f-4. As a limited derivatives user, the Fund’s derivatives exposure, excluding certain currency and interest rate hedging transactions, may not exceed 10% of its net assets. This restriction is not fundamental and may be changed by the Fund without a Shareholder vote. Rule 18f-4 under the Investment Company Act may require the Fund to observe more stringent asset coverage and related requirements than were previously imposed by the Investment Company Act, which could adversely affect the value or performance of the Fund. Limits or restrictions applicable to the counterparties or issuers, as applicable, with which the Fund may engage in derivative transactions could also limit or prevent the Fund from using certain instruments.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="text-align:justify;font:10pt Times New Roman, Times, Serif;margin:0pt 0">Similarly, the regulatory environment for leveraged investors is evolving, and changes in the direct or indirect regulation of leveraged investors may materially adversely affect the ability of the Fund to pursue its investment objective or strategies. Increased regulatory oversight and other legislation or regulation could result. Such legislation or regulation could pose additional risks and result in material adverse consequences to the Fund and/or limit potential investment strategies that would have otherwise been used by the Fund in order to seek to obtain higher returns.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">As of the date hereof, there is uncertainty with respect to legislation, regulation and government policy at the federal, state and local levels, as respects U.S. trade, tax, healthcare, immigration, foreign and government regulatory policy. To the extent the U.S. Congress or presidential administration implements additional changes to U.S. policy, those changes may impact, among other things, the U.S. and global economy, international trade and relations, unemployment, immigration, healthcare, tax rates, the U.S. regulatory environment and inflation, among other areas. Until any additional policy changes are finalized, it cannot be known whether the Fund or its investments or future investments may be positively or negatively affected, or the impact of continuing uncertainty. Each prospective investor should also be aware that developments in the tax laws of the United States or other jurisdictions where the Fund invests could have a material effect on the tax consequences to the Shareholders. In the event of any such change in law, each Shareholder is urged to consult its own tax advisors.</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"> </p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><i>LEGISLATION AND REGULATORY RISK</i>. At any time after the date of this Prospectus, legislation or additional regulations may be enacted that could negatively affect the assets of the Fund or the issuers of such assets. Changing approaches to regulation may have a negative impact on the assets in which the Fund invests. Legislation or regulation may also change the way in which the Fund is regulated. New or amended regulations may be imposed by the Commodity Futures Trading Commission, the SEC, the Federal Reserve or other financial regulators, other governmental regulatory authorities or self-regulatory organizations that supervise the financial markets that could adversely affect the Fund. There can be no assurance that future legislation, regulation or deregulation will not have a material adverse effect on the Fund or will not impair the ability of the Fund to achieve its investment objectives. The Fund also may be adversely affected by changes in the enforcement or interpretation of existing statutes and rules by these governmental authorities or self-regulatory organizations.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) vests U.S. federal bank, securities and commodities regulators with significant and extensive rulemaking, supervisory and enforcement authority. The implementation of the Dodd-Frank Act required the adoption of various regulations and the preparation of reports by various agencies over a period of time. It is unclear how these regulators will exercise these revised and expanded powers and whether they will undertake rulemaking, supervisory or enforcement actions that would adversely affect the Fund or investments made by the Fund.</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><i>NON-QUALIFICATION AS A RIC. </i>If for any taxable year the Fund were to fail to qualify as a regulated investment company (“RIC”) under Subchapter M of Subtitle A, Chapter 1, of the Code, all of its taxable income would be subject to tax at regular corporate rates without any deduction for distributions. To qualify as a RIC, the Fund must meet three numerical requirements each year regarding (i) the diversification of the assets it holds, (ii) the income it earns, and (iii) the amount of taxable income that it distributes to Shareholders. These requirements and certain additional tax risks associated with investments in the Fund are discussed in “TAXES” in this Prospectus.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><i>TAX RISK.</i> The Fund has elected to be treated as a RIC under Subchapter M of the Code. However, the federal income tax treatment of certain aspects of the proposed operations of the Fund are not entirely clear. This includes the tax aspects of the Fund’s options strategy, its hedging strategy, the possible application of the “straddle” rules, and various loss limitation provisions of the Code. If, in any year, the Fund fails to qualify as a RIC under the applicable tax laws, the Fund would be taxed as an ordinary corporation. The Fund intends to treat any income it may derive from the FLEX Options as “qualifying income” under the provisions of the Code applicable to RICs. If the income is not qualifying income, the Fund could lose its own status as a RIC. Under the Code, certain types of options are required to be treated as if they were sold at the end of each year. Such treatment would cause the Fund to have taxable income without receiving cash. In order to maintain its RIC qualification, the Fund must distribute at least 90% of its income annually. Depending upon the circumstances, some assets may need to be sold to fund the required distributions. This process of recognizing deemed income and selling assets to fund distributions may accelerate the time at which shareholders receive cash but may reduce the overall return on funds employed. Under Section 1256 of the Code, certain types of exchange-traded options are treated as if they were sold (<i>i.e.</i>, “marked to market”) at the end of each year. The Fund does not believe that the positions held by the Fund will be subject to Section 1256, which means that the positions will not be marked to market. In the event that a shareholder purchases Shares of the Fund shortly before a distribution by the Fund, the entire distribution may be taxable to the shareholder even though a portion of the distribution effectively represents a return of the purchase price. In addition, all or a portion of a distribution to shareholders may be characterized as ordinary income, return of capital or capital gain when received by the shareholder. Such characterization will impact the tax consequences to the shareholder of the Defined Income and shareholders should understand the tax consequences of each characterization before investing in the Fund.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><i>DEPENDENCE ON THE SUB-ADVISER.</i> The Investment Adviser has delegated to the Sub-Adviser its discretion to make all investment decisions for the Fund and therefore the Sub-Adviser is responsible for the selection of, and allocation and reallocation of the Fund’s assets among, the Fund’s investments. The success of the Fund depends on the Sub-Adviser’s ability to select and construct an appropriate investment portfolio. The Sub-Adviser’s judgment may be incorrect, and subjective decisions made by the Sub-Adviser may cause the Fund to incur losses or to miss profit opportunities on which it could otherwise have capitalized. Any loss or turnover of the Sub-Adviser’s personnel responsible for making investment decisions may have a material adverse effect on the operations and performance of the Fund. In managing the Fund’s investment portfolio, the portfolio managers will apply investment techniques and risk analyses, including through the use of technology, automated processes, algorithms, or other management systems, that may not operate as intended or produce the desired result. There can be no guarantee that the Fund will meet its investment objective.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="text-align:justify;font:10pt Times New Roman, Times, Serif;margin:0pt 0"><i>RELIANCE ON KEY PERSONS RISK</i>. The Fund relies on the services of certain executive officers who have relevant knowledge of private assets and familiarity with the Fund’s investment objective, strategies and investment features. The loss of the services of any of these key personnel could have a material adverse impact on the Fund.</p> </div> <div> </div> <div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><i>TEMPORARY DEFENSIVE STRATEGIES RISK. </i>When the Advisers anticipate unusual market or other conditions, the Fund may temporarily depart from its principal investment strategies as a defensive measure and invest all or a portion of its assets in cash or cash equivalents or accept lower current income from short-term investments rather than investing in high yielding long-term securities. In such a case, Shareholders of the Fund may be adversely affected and the Fund may not pursue or achieve its investment objective.</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><i>CONFLICTS OF INTEREST RISK. </i>The Advisers and the portfolio managers of the Fund have interests which may conflict with the interests of the Fund. In particular, the Advisers manage and/or advise other investment funds or accounts with the same or similar investment objectives and strategies as the Fund. As a result, the Advisers and the Fund’s portfolio managers may devote unequal time and attention to the management of the Fund and those other funds and accounts, and may not be able to formulate as complete a strategy or identify equally attractive investment opportunities as might be the case if they were to devote substantially more attention to the management of the Fund. The Advisers and the Fund’s portfolio managers may identify a limited investment opportunity that may be suitable for multiple funds and accounts, and the opportunity may be allocated among these several funds and accounts, which may limit the Fund’s ability to take full advantage of the investment opportunity. Additionally, transaction orders may be aggregated for multiple accounts for purpose of execution, which may cause the price or brokerage costs to be less favorable to the Fund than if similar transactions were not being executed concurrently for other accounts. Furthermore, it is theoretically possible that a portfolio manager could use the information obtained from managing a fund or account to the advantage of other funds or accounts under management, and also theoretically possible that actions could be taken (or not taken) to the detriment of the Fund. At times, a portfolio manager may determine that an investment opportunity may be appropriate for only some of the funds and accounts for which he or she exercises investment responsibility, or may decide that certain of the funds and accounts should take differing positions with respect to a particular security. In these cases, the portfolio manager may place separate transactions for one or more funds or accounts which may affect the market price of the security or the execution of the transaction, or both, to the detriment or benefit of one or more other funds and accounts. For example, a portfolio manager may determine that it would be in the interest of another account to sell a security that the Fund holds, potentially resulting in a decrease in the market value of the security held by the Fund.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">Conflicts potentially limiting the Fund’s investment opportunities may also arise when the Fund and other clients of the Advisers invest in, or even conduct research relating to, different parts of an issuer’s capital structure, such as when the Fund owns senior debt obligations of an issuer and other clients own junior tranches of the same issuer. In such circumstances, decisions over whether to trigger an event of default, over the terms of any workout, or how to exit an investment may result in conflicts of interest. In order to minimize such conflicts, a portfolio manager may avoid certain investment opportunities that would potentially give rise to conflicts with other clients of the Advisers or result in the Advisers receiving material, non-public information, or the Advisers may enact internal procedures designed to minimize such conflicts, which could have the effect of limiting the Fund’s investment opportunities. Additionally, if the Advisers acquire material non-public confidential information in connection with their business activities for other clients, a portfolio manager or other investment personnel may be restricted from purchasing securities or selling certain securities for the Fund or other clients.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The portfolio managers also may engage in cross trades between funds and accounts, may select brokers or dealers to execute securities transactions based in part on brokerage and research services provided to the Advisers which may not benefit all funds and accounts equally and may receive different amounts of financial or other benefits for managing different funds and accounts. The Advisers and their affiliates may provide more services to some types of funds and accounts than others.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Fund and Advisers have adopted policies and procedures that address the foregoing potential conflicts of interest, including policies and procedures to address the allocation of investment opportunities, execution of portfolio transactions, personal trading by employees and other potential conflicts of interest that are designed to ensure that all accounts of the Advisers are treated equitably. There is no guarantee that the policies and procedures adopted by the Advisers and the Fund will be able to identify or mitigate the conflicts of interest that arise between the Fund and any other investment funds or accounts that the Advisers may manage or advise from time to time. For further information on potential conflicts of interest, see “<i>CONFLICTS OF INTEREST.”</i></p> </div> <div> </div> <div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><i>OPERATIONAL RISK</i>. The Fund is subject to risks arising from various operational factors, including, but not limited to, human error, processing and communication errors, errors of the Fund’s service providers, counterparties or other third-parties, failed or inadequate processes and technology or systems failures. The Fund relies on third-parties for a range of services, including custody. Any delay or failure relating to engaging or maintaining such service providers may affect the Fund’s ability to meet its investment objective. Although the Fund and the Advisers seek to reduce these operational risks through controls and procedures, there is no way to completely protect against such risks.</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><i>TECHNOLOGY RISK</i>. The Fund and its service providers and markets generally are susceptible to potential operational risks related to intentional and unintentional events that may cause the Fund or a service provider to lose proprietary information, suffer data corruption or lose operational capacity. There can be no guarantee that any risk management systems established by the Fund, its service providers, or issuers of the securities in which the Fund invests to reduce technology and cyber security risks will succeed, and the Fund cannot control such systems put in place by service providers, issuers or other third parties whose operations may affect the Fund. Recent technological developments in, and the increasingly widespread use of, artificial intelligence technologies may pose risks to the Fund. For instance, the economy may be significantly impacted by the advanced development and increased regulation of artificial intelligence technologies. As artificial intelligence technologies are used more widely, the profitability and growth of Fund holdings may be impacted, which could significantly impact the overall performance of the Fund. The legal and regulatory frameworks within which artificial intelligence technologies operate continue to rapidly evolve, and it is not possible to predict the full extent of current or future risks related thereto.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><span style="font-family:Times New Roman, Times, Serif"><i>CYBERSECURITY RISK</i></span>. The Fund and its service providers are susceptible to cyber security risks that include, among other things, theft, unauthorized monitoring, release, misuse, loss, destruction or corruption of confidential and highly restricted data; denial of service attacks; unauthorized access to relevant systems, compromises to networks or devices that the Fund and its service providers use to service the Fund’s operations; or operational disruption or failures in the physical infrastructure or operating systems that support the Fund and its service providers. The use of artificial intelligence and machine learning could exacerbate these risks or result in cyber security incidents that implicate personal data. Cyber-attacks against or security breakdowns of the Fund or its service providers may adversely impact the Fund and its shareholders, potentially resulting in, among other things, financial losses; the inability of Fund shareholders to transact business and the Fund to process transactions; inability to calculate the Fund’s NAV; violations of applicable privacy and other laws; regulatory fines, penalties, reputational damage, reimbursement or other compensation costs; and/or additional compliance costs. The Fund may incur additional costs for cyber security risk management and remediation purposes. In addition, cyber security risks may also impact issuers of securities in which the Fund invests, which may cause the Fund’s investment in such issuers to lose value. There can be no assurance that the Fund or its service providers will not suffer losses relating to cyber-attacks or other information security breaches in the future.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><span style="font-family:Times New Roman, Times, Serif"><i>DISASTER RECOVERY AND DATA SECURITY</i></span>. In managing the Fund, the Advisers rely on information technology and data management systems which can fail or be subject to interruption or destruction caused by natural or man-made occurrences such as extreme weather, fires, earthquakes, power loss, telecommunications failures, terrorist attacks, hacking, break-ins, sabotage, intentional acts of destruction, vandalism, or similar events or misconduct. Any failure, interruption, or destruction of the Advisers’ information technology systems or data could have a material adverse impact on the operations of the Advisers and/or the Fund. In addition, a breach in the security of the Advisers’ systems could result in the theft, disclosure, or loss of investor, proprietary, and other sensitive information relating to the Advisers and/or the Fund, which in turn could lead to litigation in which the Fund could incur liability. The Advisers have in place information security, incident response, backup, and disaster recovery procedures intended to prevent or mitigate damage if such an event occurs. However, a breach could nevertheless occur, and such procedures could fail or be insufficient to avoid, mitigate, or remedy the breach. Moreover, the ever-changing methods and technologies used to obtain unauthorized access to systems through means such as third-party acts, computer error, malicious code, employee error, or malfeasance often are not known until used against a potential target. Therefore, the Advisers may be unable to anticipate the destructive or invasive methods and technologies that could be used against their systems or to implement adequate protections.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><strong>INVESTMENT-RELATED RISKS</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><i>INVESTMENT AND MARKET RISK. </i>An investment in the Shares represents an indirect investment in the securities owned by the Fund. The value of these securities, like other market investments, may move up or down, sometimes rapidly and unpredictably. Accordingly, an investment in the Fund’s Shares is subject to investment risk, including the possible loss of the entire amount that you invest. Your Shares at any point in time may be worth less than your original investment.</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><i>GENERAL ECONOMIC AND MARKET CONDITIONS. </i>The success of the Fund’s activities may be affected by general economic and market conditions, such as interest rates, availability of credit, inflation rates, economic uncertainty, changes in laws, trade policies, treaties and tariffs, and national and international political circumstances, armed conflict and war. These factors may affect the level and volatility of security prices and liquidity of the Fund’s investments. Unexpected volatility or illiquidity could impair the Fund’s profitability or result in it suffering losses.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">Interest rates in the United States and many other countries have risen in recent periods and may continue to rise in the future. See “<i>INTEREST RATE RISK</i>” for more information. Additionally, as a result of increasing interest rates, reserves held by banks and other financial institutions in bonds and other debt securities could face a significant decline in value relative to deposits and liabilities, which coupled with general economic headwinds resulting from a changing interest rate environment, creates liquidity pressures at such institutions. As a result, certain sectors of the credit markets could experience significant declines in liquidity, and it is possible that the Fund will not be able to manage this risk effectively.</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><i>VOLATILITY RISK</i>. Volatility is the characteristic of a security, an index or a market to fluctuate significantly in price within a short time period. The Fund may invest in securities or financial instruments that exhibit more volatility than the market as a whole. Such exposures could cause the Fund’s net asset value to experience significant increases or declines in value over short periods of time. Volatility can be caused by many factors, including changes in the economy or financial markets or for reasons specific to a particular issuer.</p> </div> </div> <div> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><span style="font-family:Times New Roman, Times, Serif"><i>HIGHLY VOLATILE MARKETS. </i></span>The prices of commodities contracts and all derivative instruments, including futures and options, can be highly volatile. Price movements of forwards, futures and other derivative contracts in which the Fund’s assets may be invested are influenced by, among other things, interest rates, the volatility of the underlying asset for the derivative contract, changing supply and demand relationships, trade, fiscal, monetary and exchange control programs and policies of governments, and national and international political and economic events and policies. In addition, governments from time to time intervene, directly and by regulation, in certain markets, particularly those in currencies, financial instruments, futures and options. Such intervention often is intended directly to influence prices and may, together with other factors, cause all of such markets to move rapidly in the same direction because of, among other things, interest rate fluctuations. The Fund is also subject to the risk of the failure of any exchanges on which its positions trade or of the clearinghouses for those exchanges.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><span style="font-family:Times New Roman, Times, Serif"><i>COUNTERPARTY RISK</i></span>. Many of the markets in which the Fund effects its transactions are “over the counter” or “inter-dealer” markets. The participants in these markets are typically not subject to credit evaluation and regulatory oversight as are members of “exchange based” markets. To the extent the Fund invests in swaps, derivative or synthetic instruments, or other over the counter transactions, on these markets, the Fund is assuming a credit risk with regard to parties with whom it trades and may also bear the risk of settlement default. These risks may differ materially from those associated with transactions effected on an exchange, which generally are backed by clearing organization guarantees, a guarantee fund to which clearing members contribute, daily marking to market and settlement, and segregation and minimum capital requirements applicable to intermediaries. Transactions entered into directly between two counterparties generally do not benefit from such protections. This exposes the Fund to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions, including, because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing the Fund to suffer a loss. Such counterparty risk is accentuated in the case of contracts with longer maturities where events may intervene to prevent settlement, where the contract has the potential for uncapped or big losses of the Fund due to its terms, or where the Fund has concentrated its transactions with a single or small group of counterparties. The Fund is not restricted from dealing with any particular counterparty or from concentrating any or all of its transactions with one counterparty. The ability of the Fund to transact business with any one or number of counterparties, the lack of any independent evaluation of such counterparties’ financial capabilities and the absence of a regulated market to facilitate settlement may increase the potential for losses by the Fund.</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><i>VALUATION RISK. </i>Unlike publicly traded common stock, which trades on national exchanges, there is no central place or exchange for shares or interests in some of the Fund’s investments to trade. Similarly, investments held by the Fund may also not be traded on an exchange or central marketplace. Due to the lack of centralized information and trading, the valuation of such investments may carry more risk than that of common stock. Uncertainties in the conditions of the financial and other markets, incomplete or unreliable reference data, human error, lack of transparency and inconsistency of valuation models and processes may lead to inaccurate asset pricing. In addition, other market participants may value securities differently than the Fund. As a result, the Fund may be subject to the risk that when an instrument is sold in the market, the amount received by the Fund is less than the value of such instruments carried on such fund’s books.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Fund may value its investments at fair value. In general, fair value represents a good faith approximation of the current value of an asset. Shareholders should recognize that fair value pricing involve various judgments and consideration of factors that may be subjective and inexact. As a result, there can be no assurance that fair value priced assets will not result in future adjustments to the prices of securities or other assets, or that fair value pricing will reflect a price that the Fund is able to obtain upon sale. It is also possible that the fair value determined for a security or other asset will be materially different from quoted or published prices, from the prices used by others for the same security or other asset and/or from the value that actually could be or is realized upon the sale of that security or other asset. For example, the Fund’s NAV could be adversely affected if the Fund’s determinations regarding the fair value of the Fund’s investments were materially higher than the values that the Fund ultimately realizes upon the disposal of such investments. In addition, valuation for illiquid assets may require more research than for more liquid investments and elements of judgment may play a greater role in valuation in such cases than for investments with a more active secondary market because there is less reliable objective data available.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Fund’s NAV is a critical component in several operational matters including computation of advisory and services fees and determination of the price at which the Shares will be offered and at which the Shares will be repurchased. Consequently, variance in the valuation of the Fund’s investments will impact, positively or negatively, the fees and expenses shareholders will pay, the price a shareholder will receive in connection with a tender offer and the number of shares an investor will receive upon investing in the Fund. The Fund may need to liquidate certain investments, including illiquid investments, in order to repurchase Shares in connection with a tender offer. A subsequent decrease in the valuation of the Fund’s investments after a tender offer could potentially disadvantage remaining shareholders to the benefit of shareholders whose Shares were accepted for repurchase. Alternatively, a subsequent increase in the valuation of the Fund’s investments could potentially disadvantage shareholders whose Shares were accepted for repurchase to the benefit of remaining shareholders. Similarly, a subsequent decrease in the valuation of the Fund’s investments after a subscription could potentially disadvantage subscribing investors to the benefit of pre-existing shareholders, and a subsequent increase in the valuation of the Fund’s investments after a subscription could potentially disadvantage pre-existing shareholders to the benefit of subscribing investors. In no event is the Distributor responsible or liable for any errors or inaccuracies with the Fund’s NAV in connection with its distribution of the Fund’s Shares or in connection with any other purpose. The Distributor has no duty to calculate the NAV of Fund Shares or to inquire into the accuracy of the NAV per Share (including a class thereof) as calculated by or for the Fund.</p> </div> </div> <div> </div> <div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><i>U.S. GOVERNMENT SECURITIES</i>. Some obligations issued or guaranteed by U.S. government agencies, instrumentalities or U.S. government sponsored enterprises (“GSEs”), including, for example, pass-through certificates issued by Ginnie Mae, are supported by the full faith and credit of the U.S. Treasury. Other obligations issued by or guaranteed by federal agencies or GSEs, such as securities issued by Fannie Mae or Freddie Mac, are supported by the discretionary authority of the U.S. government to purchase certain obligations of the federal agency or GSE, while other obligations issued by or guaranteed by federal agencies or GSEs, such as those of the Federal Home Loan Banks, are supported by the right of the issuer to borrow from the U.S. Treasury. The Put maximum potential liability of the issuers of some U.S. Government securities held by the Fund may greatly exceed their current resources, including their legal right to support from the U.S. Treasury. It is possible that these issuers will not have the funds to meet their payment obligations in the future.</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><strong>STRATEGY RISKS</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><i>EQUITY SECURITIES RISK.</i> The Fund invests in equity securities, including common stocks. Common stock represents an equity ownership interest in issuers. Holders of common stock are entitled to the income and increase in the value of the assets and business of the issuers after all debt obligations and obligations to preferred stockholders are satisfied. The value of the Fund’s shares will fluctuate with changes in the value of the equity securities in which it invests. Equity securities prices fluctuate for several reasons, including changes in investors’ perceptions of the financial condition of an issuer, such as an unfavorable earnings report, or the general condition of the relevant equity market, such as market volatility, or when political or economic events affecting the issuers occur. Common stock prices may be particularly sensitive to rising interest rates, as the cost of capital rises and borrowing costs increase. Equity securities may decline significantly in price over short or extended periods of time, and such declines may occur in the equity market as a whole, or they may occur in only a particular country, company, industry or sector of the market. Additionally, holders of an issuer’s common stock may be subject to greater risks than holders of its preferred stock and debt securities because common stockholders’ claims are subordinated to those of holders of preferred stocks and debt securities upon the bankruptcy of an issuer.</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><i>DIVIDENDS RISK</i>. The Fund invests in dividend-paying securities. The Fund’s investment in dividend-paying securities could cause the Fund to underperform similar funds that invest without consideration of an issuer’s track record of paying dividends. Companies that issue dividend-yielding securities are not required to continue to pay dividends on such securities. Therefore, there is the possibility that such companies could reduce or eliminate the payment of dividends in the future especially if the companies are facing an economic downturn, which could negatively affect the Fund’s performance.</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><i>LARGE CAPITALIZATION COMPANIES RISK</i>. The Fund invests in the securities of large capitalization companies. Large capitalization companies may grow at a slower rate and be less able to adapt to changing market conditions than smaller capitalization companies. Thus, the return on investment in securities of large capitalization companies may be less than the return on investment in securities of small and/or mid capitalization companies. The performance of large capitalization companies also tends to trail the overall market during different market cycles.</p> </div> </div> <div> </div> <div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><i>SECTOR AND INDEX RISK</i>. As of May 2026 a significant portion of the Reference Index is comprised of companies in the information technology sector, although this may change from time to time. The Fund will not be concentrated in a particular industry or group of industries within any sector. To the extent that the Fund invests a significant percentage of its assets in a sector, an adverse economic, business or political development may affect the value of the Fund’s investments more than if the Fund were more broadly diversified. A significant exposure makes the Fund more susceptible to any single occurrence and may subject the Fund to greater market risk than a fund that is more broadly diversified. There may be instances in which the Reference Index, for a variety of reasons including changes in the prices of individual securities held by the Reference Index, has a larger exposure to a small number of stocks or a single stock relative to the rest of the stocks in the Reference Index. Under such circumstances, the Fund will not deviate from the Reference Index except in rare circumstances or in an immaterial way and therefore the Fund’s returns would be more greatly influenced by the returns of the stock(s) with the larger exposure.</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0 0pt 0.5in;text-align:justify"><i>Information Technology Sector Risk</i>. The information technology sector includes, for example, companies that offer software and information technology services, manufacturers and distributors of technology hardware and equipment such as communications equipment, cellular phones, computers and peripherals, electronic equipment and related instruments, and semiconductors and related equipment and materials. This sector can be significantly affected by, among other things, the supply and demand for specific products and services, the pace of technological development, and government regulation.</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><i>TRANSACTIONS IN FLEXIBLE EXCHANGE OPTIONS.</i> The Fund intends to trade Flexible Exchange® Options (“FLEX Options”). FLEX Options are customized equity or index option contracts that trade on an exchange, but provide investors with the ability to customize key contract terms like exercise prices, styles and expiration dates. FLEX Options are required to be centrally cleared. In a transaction involving FLEX Options, the Fund’s counterparty is the OCC, rather than a bank or broker. Since the Fund is not a member of the OCC and only clearing members of OCC can participate directly in transactions with the OCC, the Fund will hold its FLEX Options through accounts at one or more clearing members of OCC. Although such clearing members guarantee performance of their clients’ obligations to the OCC, there is a risk that a clearing member may default. The OCC collects margin, maintains a clearing fund specifically to mitigate a clearing member default and segregates all customer accounts from a clearing member’s proprietary accounts, which further acts to protect a clearing member’s customers from the default of the clearing member. However, there is still a risk that the assets of the Fund might not be fully protected in the event of a clearing member’s default. If a clearing member with whom the Fund transacts defaults, the OCC may transfer customer accounts to another clearing member. The OCC may also close out positions and convert deposits of the defaulting clearing member to cash. As a result of this process, the Fund would be limited to recovering only a pro rata share of all available funds segregated on behalf of the defaulting clearing member’s customers for the Fund. Therefore, the Fund could experience significant losses in the event of a clearing member’s default. Additionally, the OCC may be unable to perform its obligations under the FLEX Options contracts due to unexpected events, which could negatively impact the returns of the Fund.</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><i>FLEX OPTIONS VALUATION RISK.</i> The FLEX Options held by the Fund will be exercisable at the strike price only on their expiration date. Prior to the expiration date, the value of the FLEX Options will be determined based upon market quotations or using other recognized pricing methods. The FLEX Options are also subject to correlation risk, meaning the value of the FLEX Options does not increase or decrease at the same rate as the underlying index (although they generally move in the same direction) or underlying securities. The value of a FLEX Option prior to its expiration date may vary because of factors other than the value of the underlying index or underlying securities, such as interest rate changes, changing supply and demand, decreased liquidity of the FLEX Options, a change in the actual and perceived volatility of the stock market and the underlying index or underlying securities, and the remaining time to expiration. FLEX Option prices may also be highly volatile and may fluctuate substantially during a short period of time. During periods of reduced market liquidity or in the absence of readily available market quotations for the holdings of the Fund, the ability of the Fund to value the FLEX Options becomes more difficult and the judgment of the Investment Adviser and the Sub-Adviser may play a greater role in the valuation of the Fund’s holdings due to reduced availability of reliable objective pricing data. This creates a risk of mispricing or improper valuation of the FLEX Options which could impact the determination of the Fund’s NAV.</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><i>COMPOUNDING RISK</i>. The Fund’s returns are subject to the effects of compounding, which generally will cause the Fund’s performance to not correlate to the performance of the Reference Index or the performance of the Reference Stock Basket over the Designated Period. Depending on market conditions, compounding may lead the Fund to underperform relative to the performance of the Reference Index or Reference Stock Basket. Compounded returns are the result of reinvesting returns from select Reference Stocks each overlayed with a position in a short-term call option (for example, weekly returns) linked to that Reference Stock over periods greater than the period in which the returns were generated. Therefore, the Fund’s compounded returns over a period longer than the short-term call options will be different than the performance of the Reference Index or the performance of the Reference Stock Basket over the same period. The impact from compounding may be greater for investors who hold Shares after the end of a Designated Period or through multiple Designated Periods. There is the potential for increased Fund underperformance relative to the Reference Index over such time periods.</p> <div style="display:none"> <div> </div> </div> </div> <div> </div> <div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The effects of compounding on the performance of the Fund will be more pronounced when the Reference Stocks held by the Fund experience increased volatility. In general, during periods of higher volatility of the Reference Stocks, compounding can cause the Fund’s longer-term results to be significantly less than the return of the Reference Index or the return of the Reference Stock Basket.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">Compounding affects the performance of all investments over time, but has a more significant effect on a product such as the Fund that utilizes an investment strategy that includes a short call option overlay because the call option overlay leads to lesser participation in the positive periodic returns of the Reference Stock but full participation in the negative periodic returns to the extent not mitigated by the Downside Hedge, which are then compounded over time.</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><i>CORRELATION RISK.</i> A number of factors may affect the Fund’s ability to achieve a high degree of correlation between the Fund’s Reference Stock Basket and the Reference Index, including the difference in returns between the Reference Stock Basket and the Reference Index due to compounding. The Fund will forgo potential capital appreciation on the portion of each stock in the Reference Index in which the Fund sells call options as it seeks to generate the Defined Income. Failure to achieve a high degree of correlation may prevent the Fund from achieving a similar amount of potential capital appreciation as the Reference Index. The failure to achieve a high degree of correlation may also prevent the Fund from achieving sufficient protection benefits from the long-dated put option on the Reference Index. The Fund does not seek to achieve any specific level of performance compared to the performance of the Reference Index.</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><i>OPTIONS RISK</i>. An option is a contract that gives the purchaser (holder) of the option, in return for a premium, the right to buy from (call) or sell to (put) the seller (writer) of the option the security or currency underlying the option at a specified exercise price at any time during the term of the option (normally not exceeding nine months). The writer of an option has the obligation upon exercise of the option to deliver the underlying security or currency upon payment of the exercise price or to pay the exercise price upon delivery of the underlying security or currency. The use of options involves investment strategies and risks different from those associated with ordinary portfolio securities transactions. The prices of options are influenced by, among other things, actual and anticipated changes in the value of the underlying instrument, or in interest or currency exchange rates, including the anticipated volatility, which in turn are affected by fiscal and monetary policies and by national and international political and economic events. As a seller (writer) of a put option, the seller will tend to lose money if the value of the reference index or security falls below the strike price. As the seller (writer) of a call option, the seller will tend to lose money if the value of the reference index or security rises above the strike price. As the buyer of a put or call option, the buyer risks losing the entire premium invested in the option if the buyer does not exercise the option. The effective use of options also depends on the Fund’s ability to terminate option positions at times deemed desirable to do so. There is no assurance that the Fund will be able to effect closing transactions at any particular time or at an acceptable price. In addition, there may at times be an imperfect correlation between the movement in values of options and their underlying securities and there may at times not be a liquid secondary market for certain options. There may be times the Fund needs to sell securities in order to settle an option position, which could result in the distribution of premium from that option position being classified as a return of capital and make the Fund less tax-efficient. Options may also involve the use of leverage, which could result in greater price volatility than other securities.</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><span style="font-family:Times New Roman, Times, Serif"><i>TECHNOLOGICAL ADVANCEMENTS RISK</i></span>. The development and increased reliance on certain technologies, including artificial intelligence and machine learning algorithms (“AI”), may adversely impact markets and the overall performance of the Fund’s investments. For example, issuers in which the Fund may invest may focus their business on AI-related products and/or services and utilize AI in their business operations, and the challenges with properly managing its use could result in reputational harm, competitive harm, and legal liability, and/or an adverse effect on an issuer’s business operations. In addition, the increased regulation of AI, including related to information privacy, data protection and intellectual property, may significantly impact the economy and/or the issuers in which the Fund invests.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><i>COVERED CALL STRATEGY RISK. </i>The writer of a covered call option forgoes any profit from increases in the market value of the underlying security covering the call option above the sum of the premium and the strike price of the call but retains the risk of loss if the underlying security declines in value. The Fund will have no control over the exercise of the option by the option holder and may lose the benefit from any capital appreciation on the underlying security. A number of factors may influence the option holder’s decision to exercise the option, including the value of the underlying security, price volatility, dividend yield and interest rates. To the extent that these factors increase the value of the call option, the option holder is more likely to exercise the option, which may negatively affect the Fund. In addition, the Fund’s ability to sell the securities underlying the options will be limited while the options are in effect unless the Fund cancels out the option position through the purchase of offsetting identical options prior to the expiration of the written options. Exchanges may suspend the trading of options in volatile markets which may prohibit the Fund from writing options at times the portfolio managers deem advisable.</p> </div> </div> <div> </div> <div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><i>DOWNSIDE HEDGE RISK</i>. The Fund will purchase a long-dated option on the Reference Index at the beginning of each Designated Period as a hedge against long-term decline in the market value of the securities in the Reference Stock Basket. The Downside Hedge is intended to fully be achieved at the end of the specified Designated Period. Therefore, Shares tendered for repurchase made prior to the end of a specified Designated Period will not receive the full benefit from the put’s Downside Hedge against declines in the long-term market value of the Reference Stock Basket. The Fund does not seek to provide a specific level of protection. The hedge will not mitigate all loss even if the hedge operated as intended. The amount of protection will depend in part on the correlation between the Fund’s portfolio and the Reference Index. See “<i>PRINCIPAL RISK FACTORS – Strategy Risks – Compounding Risk; Correlation Risk</i>” above. There is no guarantee that the attempt to limit losses to the Fund will be successful.</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><i>BOX SPREAD RISK</i>. If one or more of the individual option positions that comprise a Box Spread are modified or closed separately prior to the option contract’s expiration, then the Box Spread may no longer effectively eliminate risk tied to underlying reference asset’s price movement. Furthermore, the Box Spread’s value is derived in the market and is in part based on the time until the options comprising the Box Spread expire and the prevailing market interest rates. If the Fund sells a Box Spread prior to its expiration, then the Fund may incur a loss. The Fund’s ability to utilize Box Spreads effectively is dependent on the availability and willingness of other market participants to purchase Box Spreads from the Fund at competitive prices.</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><i>PORTFOLIO TURNOVER RISK</i>. The Fund has an investment strategy that may frequently involve buying and selling portfolio securities. High portfolio turnover may result in the Fund paying higher levels of transaction costs, including brokerage commissions, dealer mark-ups and other costs and may generate greater tax liabilities for shareholders. Portfolio turnover risk may cause the Fund’s performance to be less than expected.</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><i>FUND DISTRIBUTION RISK</i>. The Fund’s strategy seeks to provide investors with a target net income of approximately 15% on an annual basis. The Fund currently expects to make distributions on a monthly basis. While the Fund will normally pay its income as distributions, the Fund’s distributions may exceed the Fund’s income and gains for the Fund’s taxable year, with such excess constituting a return of capital. Under abnormal market conditions or for temporary defensive measures, the Fund may consider various actions, including reducing the distribution rate. Additionally, there may be times the Fund needs to sell securities when it would not otherwise do so in order to settle an option position, which could result in the distribution of premium from that option position being classified as a return of capital. This occurs because while the distribution consisted of the premium received from the sale of the call option, the Fund later sold securities to generate proceeds to settle that call option. Distributions in excess of the Fund’s current and accumulated earnings and profits will be treated as a return of capital. Distributions in excess of the Fund’s minimum distribution requirements, but not in excess of the Fund’s earnings and profits, will be taxable to Shareholders and will not constitute nontaxable returns of capital. A return of capital distribution generally will not be taxable but will reduce the Shareholder’s cost basis and will result in a higher capital gain or lower capital loss when those Fund shares on which the distribution was received are sold. Once a Shareholder’s cost basis is reduced to zero, further distributions will be treated as capital gain, if the Shareholder holds shares of the Fund as capital assets. Additionally, any capital returned through distributions will be distributed after payment of Fund fees and expenses. Because the Fund’s distributions may consist of return of capital, the Fund may not be an appropriate investment for investors who do not want their principal investment in the Fund to decrease over time or who do not wish to receive return of capital in a given period.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Fund’s investment strategy may limit its ability to distribute dividends eligible for treatment as qualified dividend income, which for non-corporate shareholders are subject to federal income tax at rates of up to 20%. The Fund’s investment strategy may also limit its ability to distribute dividends eligible for the dividends-received deduction for corporate shareholders. For these reasons, a significant portion of distributions received by Shareholders may be subject to tax at effective tax rates that are higher than the rates that would apply if the Fund were to engage in a different investment strategy.</p> </div> <div> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">See “<i>PRINCIPAL RISK FACTORS — GENERAL RISKS – BORROWING; USE OF LEVERAGE; CLOSED-END FUND; LIMITED LIQUIDITY.</i>”</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:center"><i>* * *</i></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><strong>In view of the risks noted above, the Fund should be considered a speculative investment and prospective investors should invest in the Fund only if they can sustain a complete loss of their investment.</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><strong>No guarantee or representation is made that the investment program of the Fund will be successful or that the Fund will achieve its investment objective.</strong></p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><i>LIMITED OPERATING HISTORY</i>. The Fund is a closed-end management investment company that has limited operating history and no public trading of its Shares. An investment in the Fund’s Shares should not constitute a complete investment program for any investor and involves a high degree of risk. Due to the uncertainty in all investments, there can be no assurance that the Fund will succeed in meeting its investment objectives. The Fund may not grow or maintain an economically viable size, which may result in increased Fund expenses or a determination by the Board to liquidate the Fund.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><i>CLOSED-END FUND; LIMITED LIQUIDITY</i>. The Fund has been organized as a diversified, closed-end management investment company and designed primarily for long-term investors. An investor should not invest in the Fund if the investor needs a liquid investment. Closed-end funds differ from open-end management investment companies (commonly known as mutual funds) in that investors in a closed-end fund do not have the right to redeem their shares on a daily basis. Unlike most closed-end funds, which typically list their shares on a securities exchange, the Fund does not intend to list the Shares for trading on any securities exchange, and the Fund does not expect any secondary market to develop for the Shares. Shares are considerably less liquid than shares of funds that trade on a stock exchange, or shares of open-end registered investment companies. At the discretion of the Board and provided that it is in the best interests of the Fund and Shareholders to do so, the Fund intends to provide a limited degree of liquidity to Shareholders by conducting tender offers at least semi-annually after a Closing. The Board may determine not to conduct a tender offer. There can be no assurance that the Fund will conduct tender offers in any particular period and Shareholders may be unable to tender Shares for repurchase for the life of the Fund.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">Shareholders whose Shares are accepted for repurchase bear the risk that the Fund’s NAV may fluctuate significantly between the time that they submit their repurchase requests and the date as of which such Shares are valued for purposes of such repurchase.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">In considering whether to repurchase Shares during periods of financial market stress, the Board may offer to repurchase Shares at a discount to their prevailing NAV that appropriately reflects market conditions, subject to applicable law. Further, repurchases of Shares, if any, may be suspended, postponed or terminated by the Board under certain circumstances. See “<i>TENDER/REPURCHASE PROCEDURES</i>.” An investment in the Fund is suitable only for investors who can bear the risks associated with the limited liquidity of Shares. Also, because Shares are not listed on any securities exchange, the Fund is not required, and does not intend, to hold annual meetings of its Shareholders unless called for under the provisions of the Investment Company Act.</p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><i>RECENT MARKET CIRCUMSTANCES</i>. The value of the Fund’s investments may increase or decrease in response to expected, real or perceived economic, political or financial events in the U.S. or global markets. The frequency and magnitude of such changes in value cannot be predicted. Certain securities and other investments held by the Fund may experience increased volatility, illiquidity, or other potentially adverse effects in response to changing market conditions, inflation/deflation, changes in interest rates, lack of liquidity in the bond or equity markets, volatility in the equity markets. U.S. or global markets may be adversely affected by uncertainties and events or the threat or potential of one or more such events and developments in the U.S. and around the world, such as major cybersecurity events, geopolitical events (including wars, terror attacks, natural disasters, spread of infectious disease (including epidemics or pandemics) or other public health emergencies), social unrest, political developments, changes in government policies, taxation, threatened or actual imposition of tariffs, restrictions on foreign investment and currency repatriation, currency fluctuations and developments in the laws and regulations in the U.S. and other countries, or other political, regulatory, economic and social developments, and developments that impact specific economic sectors, industries or segments of the market. In the first half of 2025, the United States enacted or proposed to enact significant new tariffs, and various federal agencies have been directed to further evaluate key aspects of U.S. trade policy, which could potentially lead to significant changes to current policies, treaties, and tariffs. Significant uncertainty about the future relationship between the U.S. and other countries with respect to such trade policies, treaties and tariffs continues to exist. The United States has also recently engaged in armed conflict in the Middle East. These developments, or the perception that any of them could occur, may have a material adverse effect on global trade, in particular, trade between the impacted nations and the U.S.; the stability of global financial markets; and global economic conditions.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">In the first half of 2025, the United States enacted or proposed to enact significant new tariffs, and various federal agencies were directed to further evaluate key aspects of U.S. trade policy, which could potentially lead to significant changes to current policies, treaties, and tariffs. Significant uncertainty about the future relationship between the U.S. and other countries with respect to such trade policies, treaties and tariffs continues to exist. These developments, or the perception that any of them could occur, may have a material adverse effect on global trade, in particular, trade between the impacted nations and the U.S.; global financial markets’ stability; and global economic conditions.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Fund cannot predict the effects or likelihood of such events on the U.S. and global economies, the value of the Shares or the NAV of the Fund. The issuers of securities, including those held in the Fund’s portfolio, could be materially impacted by such events which may, in turn, negatively affect the value of such securities or such issuers’ ability to make interest payments or distributions to the Fund., These risks may be magnified if certain events or developments adversely interrupt the global supply chain; in these and other circumstances, such risks might affect companies worldwide due to increasingly interconnected global economies and financial markets.</p> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><i>GOVERNMENT INTERVENTION IN FINANCIAL MARKETS. </i>Instability in the financial markets in the recent past led the U.S. government and foreign governments to take a number of unprecedented actions designed to support certain financial institutions and segments of the financial markets that experienced extreme volatility, and in some cases a lack of liquidity. Future market conditions could lead to similar such actions. See “<i>PRINCIPAL RISK FACTORS — RECENT MARKET CIRCUMSTANCES</i>” above. U.S. federal and state governments and foreign governments, their regulatory agencies or self-regulatory organizations may take actions that affect the regulation of the securities in which the Fund, or the issuers of such securities, in ways that are unforeseeable and on an “emergency” basis with little or no notice with the consequence that some market participants’ ability to continue to implement certain strategies or manage the risk of their outstanding positions will be suddenly and/or substantially eliminated or otherwise negatively implicated. Given the complexities of the global financial markets and the limited time frame within which governments have been able to take action, these interventions have sometimes been unclear in scope and application, resulting in confusion and uncertainty, which in itself has been materially detrimental to the efficient functioning of such markets as well as previously successful investment strategies. Decisions made by government policy makers could exacerbate any economic difficulties. Issuers might seek protection under the bankruptcy laws. Legislation or regulation may also change the way in which the Fund itself is regulated. Such legislation or regulation could limit or preclude the Fund’s ability to achieve its investment objective.</p> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><i>FUND CAPITALIZATION RISK. </i>There is a risk that the Fund may not raise sufficient capital to maintain profitability and meet its investment objective. An inability to raise sufficient capital may adversely affect the Fund’s diversification, financial condition, liquidity and results of operations, as well as its compliance with regulatory requirements and tax diversification requirements. After completion of a Designated Period, the Fund could liquidate without Shareholder approval if it did not have sufficient capital after a subsequent Closing. The timing of such liquidation may not be favorable and could have negative tax consequences for Shareholders.</p> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><i>BORROWING; USE OF LEVERAGE. </i>The use of leverage increases both risk of loss and profit potential. The Fund is subject to the Investment Company Act requirement that an investment company satisfy an asset coverage requirement of 300% of its indebtedness, including amounts borrowed, measured at the time the investment company incurs the indebtedness. This means that at any given time the value of the Fund’s total indebtedness may not exceed one-third of the value of its total assets (including such indebtedness). The Fund may be required to dispose of assets on unfavorable terms if market fluctuations or other factors reduce the Fund’s asset coverage to less than the prescribed amount.</p> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><i>DERIVATIVE INSTRUMENTS. </i>The Fund intends to use derivative instruments, principally options contracts. Transactions in derivative instruments present risks arising from the use of leverage (which increases the magnitude of losses), volatility, the possibility of default by a counterparty and illiquidity. Use of derivative instruments for hedging or speculative purposes by the Fund could present significant risks, including the risk of losses in excess of the amounts invested. Derivative prices are highly volatile and may fluctuate substantially during a short period of time. Such prices are influenced by numerous factors that affect the markets, including, but not limited to: changing supply and demand relationships; government programs and policies; national and international political and economic events, changes in interest rates, inflation and deflation and changes in supply and demand relationships. Trading derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities. Derivative contracts ordinarily have leverage inherent in their terms. The use of leverage may cause the Fund to liquidate portfolio positions when it would not be advantageous to do so in order to satisfy its obligations or to meet regulatory or contractual requirements for derivatives. The use of leveraged derivatives can magnify potential for gain or loss and, therefore, amplify the effects of market volatility on share price.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">Rule 18f-4 under the Investment Company Act relates to a registered investment company’s use of derivatives and related instruments. Rule 18f-4 prescribes specific value-at-risk leverage limits for certain derivatives users and requires certain derivatives users to adopt and implement a derivatives risk management program (including the appointment of a derivatives risk manager and the implementation of certain testing requirements), and prescribes reporting requirements in respect of derivatives. The Fund has adopted procedures for investing in derivatives and other transactions in compliance with Rule 18f-4. Rule 18f-4 requires the Fund to implement certain policies and procedures designed to manage its derivatives risk, dependent upon the Fund’s level of exposure to derivative instruments. Limits or restrictions applicable to the counterparties or issuers, as applicable, with which the Fund may engage in derivative transactions could also limit or prevent the Fund from using certain instruments.</p> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><i>INFLATION RISK</i>. Inflation risk is the risk that the value of assets or income from investments will be less in the future as inflation decreases the value of money. As inflation increases, the present value of the Fund’s assets and distributions may decline. This risk is more prevalent with respect to debt securities held by the Fund (if any). Inflation creates uncertainty over the future real value (after inflation) of an investment. Inflation rates may change frequently and drastically as a result of various factors, including unexpected shifts in the domestic or global economy, and the Fund’s investments may not keep pace with inflation, which may result in losses to Fund investors.</p> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><i>INTEREST RATE RISK. </i>Interest rate risk is the risk of losses attributable to changes in interest rates. In general, if interest rates rise, the values of loans and other debt instruments tend to fall, and if interest rates fall, the values of loans and other debt instruments tend to rise. The risks associated with changing interest rates are heightened under current market conditions given that interest rates in the United States and many other countries have fluctuated in recent periods and may continue to change in the foreseeable future.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">To the extent the Fund borrows money to finance its investments, the Fund’s performance will depend, in part, upon the difference between the rate at which it borrows funds and the rate at which it invests those funds. In periods of rising interest rates, the Fund’s cost of funds could increase. Adverse developments resulting from changes in interest rates could have a material adverse effect on the Fund’s financial condition and results of operations. It is possible that interest rates may increase rapidly in the future.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">In addition, a decline in the prices of any debt the Fund owns could adversely affect the Fund’s net asset value. Changes in market interest rates could also affect the ability of operating companies in which the Fund invests to service debt, which could materially impact the Fund.</p> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><i>LEGAL, TAX AND REGULATORY. </i>Legal, tax and regulatory changes could occur that may materially adversely affect the Fund. For example, the regulatory and tax environment for derivative instruments in which the Fund may participate is evolving, and changes in the regulation or taxation of derivative instruments may materially adversely affect the value of derivative instruments held by the Fund and the ability of the Fund to pursue its trading strategies. On October 28, 2020, the SEC adopted Rule 18f-4 under the Investment Company Act relating to a registered investment company’s use of derivatives and related instruments. Rule 18f-4 prescribes specific value-at-risk leverage limits for certain derivatives users and requires certain derivatives users to adopt and implement a derivatives risk management program (including the appointment of a derivatives risk manager and the implementation of certain testing requirements), and prescribes reporting requirements in respect of derivatives. Subject to certain conditions, if a fund qualifies as a “limited derivatives user,” as defined in Rule 18f-4, it is not subject to the full requirements of Rule 18f-4. In connection with the adoption of Rule 18f-4, the SEC rescinded certain of its prior guidance regarding asset segregation and coverage requirements in respect of derivatives transactions and related instruments. With respect to reverse repurchase agreements or other similar financing transactions in particular, Rule 18f-4 permits a fund to enter into such transactions if the fund either (i) complies with the asset coverage requirements of Section 18 of the Investment Company Act, and combines the aggregate amount of indebtedness associated with all tender option bonds or similar financing with the aggregate amount of any other senior securities representing indebtedness when calculating the relevant asset coverage ratio, or (ii) treats all tender option bonds or similar financing transactions as derivatives transactions for all purposes under Rule 18f-4. The Fund has adopted procedures for investing in derivatives and other transactions in compliance with Rule 18f-4. The Fund intends to continue to be treated as a limited derivatives user under Rule 18f-4. As a limited derivatives user, the Fund’s derivatives exposure, excluding certain currency and interest rate hedging transactions, may not exceed 10% of its net assets. This restriction is not fundamental and may be changed by the Fund without a Shareholder vote. Rule 18f-4 under the Investment Company Act may require the Fund to observe more stringent asset coverage and related requirements than were previously imposed by the Investment Company Act, which could adversely affect the value or performance of the Fund. Limits or restrictions applicable to the counterparties or issuers, as applicable, with which the Fund may engage in derivative transactions could also limit or prevent the Fund from using certain instruments.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="text-align:justify;font:10pt Times New Roman, Times, Serif;margin:0pt 0">Similarly, the regulatory environment for leveraged investors is evolving, and changes in the direct or indirect regulation of leveraged investors may materially adversely affect the ability of the Fund to pursue its investment objective or strategies. Increased regulatory oversight and other legislation or regulation could result. Such legislation or regulation could pose additional risks and result in material adverse consequences to the Fund and/or limit potential investment strategies that would have otherwise been used by the Fund in order to seek to obtain higher returns.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">As of the date hereof, there is uncertainty with respect to legislation, regulation and government policy at the federal, state and local levels, as respects U.S. trade, tax, healthcare, immigration, foreign and government regulatory policy. To the extent the U.S. Congress or presidential administration implements additional changes to U.S. policy, those changes may impact, among other things, the U.S. and global economy, international trade and relations, unemployment, immigration, healthcare, tax rates, the U.S. regulatory environment and inflation, among other areas. Until any additional policy changes are finalized, it cannot be known whether the Fund or its investments or future investments may be positively or negatively affected, or the impact of continuing uncertainty. Each prospective investor should also be aware that developments in the tax laws of the United States or other jurisdictions where the Fund invests could have a material effect on the tax consequences to the Shareholders. In the event of any such change in law, each Shareholder is urged to consult its own tax advisors.</p> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><i>LEGISLATION AND REGULATORY RISK</i>. At any time after the date of this Prospectus, legislation or additional regulations may be enacted that could negatively affect the assets of the Fund or the issuers of such assets. Changing approaches to regulation may have a negative impact on the assets in which the Fund invests. Legislation or regulation may also change the way in which the Fund is regulated. New or amended regulations may be imposed by the Commodity Futures Trading Commission, the SEC, the Federal Reserve or other financial regulators, other governmental regulatory authorities or self-regulatory organizations that supervise the financial markets that could adversely affect the Fund. There can be no assurance that future legislation, regulation or deregulation will not have a material adverse effect on the Fund or will not impair the ability of the Fund to achieve its investment objectives. The Fund also may be adversely affected by changes in the enforcement or interpretation of existing statutes and rules by these governmental authorities or self-regulatory organizations.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) vests U.S. federal bank, securities and commodities regulators with significant and extensive rulemaking, supervisory and enforcement authority. The implementation of the Dodd-Frank Act required the adoption of various regulations and the preparation of reports by various agencies over a period of time. It is unclear how these regulators will exercise these revised and expanded powers and whether they will undertake rulemaking, supervisory or enforcement actions that would adversely affect the Fund or investments made by the Fund.</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><i>NON-QUALIFICATION AS A RIC. </i>If for any taxable year the Fund were to fail to qualify as a regulated investment company (“RIC”) under Subchapter M of Subtitle A, Chapter 1, of the Code, all of its taxable income would be subject to tax at regular corporate rates without any deduction for distributions. To qualify as a RIC, the Fund must meet three numerical requirements each year regarding (i) the diversification of the assets it holds, (ii) the income it earns, and (iii) the amount of taxable income that it distributes to Shareholders. These requirements and certain additional tax risks associated with investments in the Fund are discussed in “TAXES” in this Prospectus.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><i>TAX RISK.</i> The Fund has elected to be treated as a RIC under Subchapter M of the Code. However, the federal income tax treatment of certain aspects of the proposed operations of the Fund are not entirely clear. This includes the tax aspects of the Fund’s options strategy, its hedging strategy, the possible application of the “straddle” rules, and various loss limitation provisions of the Code. If, in any year, the Fund fails to qualify as a RIC under the applicable tax laws, the Fund would be taxed as an ordinary corporation. The Fund intends to treat any income it may derive from the FLEX Options as “qualifying income” under the provisions of the Code applicable to RICs. If the income is not qualifying income, the Fund could lose its own status as a RIC. Under the Code, certain types of options are required to be treated as if they were sold at the end of each year. Such treatment would cause the Fund to have taxable income without receiving cash. In order to maintain its RIC qualification, the Fund must distribute at least 90% of its income annually. Depending upon the circumstances, some assets may need to be sold to fund the required distributions. This process of recognizing deemed income and selling assets to fund distributions may accelerate the time at which shareholders receive cash but may reduce the overall return on funds employed. Under Section 1256 of the Code, certain types of exchange-traded options are treated as if they were sold (<i>i.e.</i>, “marked to market”) at the end of each year. The Fund does not believe that the positions held by the Fund will be subject to Section 1256, which means that the positions will not be marked to market. In the event that a shareholder purchases Shares of the Fund shortly before a distribution by the Fund, the entire distribution may be taxable to the shareholder even though a portion of the distribution effectively represents a return of the purchase price. In addition, all or a portion of a distribution to shareholders may be characterized as ordinary income, return of capital or capital gain when received by the shareholder. Such characterization will impact the tax consequences to the shareholder of the Defined Income and shareholders should understand the tax consequences of each characterization before investing in the Fund.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><i>DEPENDENCE ON THE SUB-ADVISER.</i> The Investment Adviser has delegated to the Sub-Adviser its discretion to make all investment decisions for the Fund and therefore the Sub-Adviser is responsible for the selection of, and allocation and reallocation of the Fund’s assets among, the Fund’s investments. The success of the Fund depends on the Sub-Adviser’s ability to select and construct an appropriate investment portfolio. The Sub-Adviser’s judgment may be incorrect, and subjective decisions made by the Sub-Adviser may cause the Fund to incur losses or to miss profit opportunities on which it could otherwise have capitalized. Any loss or turnover of the Sub-Adviser’s personnel responsible for making investment decisions may have a material adverse effect on the operations and performance of the Fund. In managing the Fund’s investment portfolio, the portfolio managers will apply investment techniques and risk analyses, including through the use of technology, automated processes, algorithms, or other management systems, that may not operate as intended or produce the desired result. There can be no guarantee that the Fund will meet its investment objective.</p> <p style="text-align:justify;font:10pt Times New Roman, Times, Serif;margin:0pt 0"><i>RELIANCE ON KEY PERSONS RISK</i>. The Fund relies on the services of certain executive officers who have relevant knowledge of private assets and familiarity with the Fund’s investment objective, strategies and investment features. The loss of the services of any of these key personnel could have a material adverse impact on the Fund.</p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><i>TEMPORARY DEFENSIVE STRATEGIES RISK. </i>When the Advisers anticipate unusual market or other conditions, the Fund may temporarily depart from its principal investment strategies as a defensive measure and invest all or a portion of its assets in cash or cash equivalents or accept lower current income from short-term investments rather than investing in high yielding long-term securities. In such a case, Shareholders of the Fund may be adversely affected and the Fund may not pursue or achieve its investment objective.</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><i>CONFLICTS OF INTEREST RISK. </i>The Advisers and the portfolio managers of the Fund have interests which may conflict with the interests of the Fund. In particular, the Advisers manage and/or advise other investment funds or accounts with the same or similar investment objectives and strategies as the Fund. As a result, the Advisers and the Fund’s portfolio managers may devote unequal time and attention to the management of the Fund and those other funds and accounts, and may not be able to formulate as complete a strategy or identify equally attractive investment opportunities as might be the case if they were to devote substantially more attention to the management of the Fund. The Advisers and the Fund’s portfolio managers may identify a limited investment opportunity that may be suitable for multiple funds and accounts, and the opportunity may be allocated among these several funds and accounts, which may limit the Fund’s ability to take full advantage of the investment opportunity. Additionally, transaction orders may be aggregated for multiple accounts for purpose of execution, which may cause the price or brokerage costs to be less favorable to the Fund than if similar transactions were not being executed concurrently for other accounts. Furthermore, it is theoretically possible that a portfolio manager could use the information obtained from managing a fund or account to the advantage of other funds or accounts under management, and also theoretically possible that actions could be taken (or not taken) to the detriment of the Fund. At times, a portfolio manager may determine that an investment opportunity may be appropriate for only some of the funds and accounts for which he or she exercises investment responsibility, or may decide that certain of the funds and accounts should take differing positions with respect to a particular security. In these cases, the portfolio manager may place separate transactions for one or more funds or accounts which may affect the market price of the security or the execution of the transaction, or both, to the detriment or benefit of one or more other funds and accounts. For example, a portfolio manager may determine that it would be in the interest of another account to sell a security that the Fund holds, potentially resulting in a decrease in the market value of the security held by the Fund.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">Conflicts potentially limiting the Fund’s investment opportunities may also arise when the Fund and other clients of the Advisers invest in, or even conduct research relating to, different parts of an issuer’s capital structure, such as when the Fund owns senior debt obligations of an issuer and other clients own junior tranches of the same issuer. In such circumstances, decisions over whether to trigger an event of default, over the terms of any workout, or how to exit an investment may result in conflicts of interest. In order to minimize such conflicts, a portfolio manager may avoid certain investment opportunities that would potentially give rise to conflicts with other clients of the Advisers or result in the Advisers receiving material, non-public information, or the Advisers may enact internal procedures designed to minimize such conflicts, which could have the effect of limiting the Fund’s investment opportunities. Additionally, if the Advisers acquire material non-public confidential information in connection with their business activities for other clients, a portfolio manager or other investment personnel may be restricted from purchasing securities or selling certain securities for the Fund or other clients.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The portfolio managers also may engage in cross trades between funds and accounts, may select brokers or dealers to execute securities transactions based in part on brokerage and research services provided to the Advisers which may not benefit all funds and accounts equally and may receive different amounts of financial or other benefits for managing different funds and accounts. The Advisers and their affiliates may provide more services to some types of funds and accounts than others.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Fund and Advisers have adopted policies and procedures that address the foregoing potential conflicts of interest, including policies and procedures to address the allocation of investment opportunities, execution of portfolio transactions, personal trading by employees and other potential conflicts of interest that are designed to ensure that all accounts of the Advisers are treated equitably. There is no guarantee that the policies and procedures adopted by the Advisers and the Fund will be able to identify or mitigate the conflicts of interest that arise between the Fund and any other investment funds or accounts that the Advisers may manage or advise from time to time. For further information on potential conflicts of interest, see “<i>CONFLICTS OF INTEREST.”</i></p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><i>OPERATIONAL RISK</i>. The Fund is subject to risks arising from various operational factors, including, but not limited to, human error, processing and communication errors, errors of the Fund’s service providers, counterparties or other third-parties, failed or inadequate processes and technology or systems failures. The Fund relies on third-parties for a range of services, including custody. Any delay or failure relating to engaging or maintaining such service providers may affect the Fund’s ability to meet its investment objective. Although the Fund and the Advisers seek to reduce these operational risks through controls and procedures, there is no way to completely protect against such risks.</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><i>TECHNOLOGY RISK</i>. The Fund and its service providers and markets generally are susceptible to potential operational risks related to intentional and unintentional events that may cause the Fund or a service provider to lose proprietary information, suffer data corruption or lose operational capacity. There can be no guarantee that any risk management systems established by the Fund, its service providers, or issuers of the securities in which the Fund invests to reduce technology and cyber security risks will succeed, and the Fund cannot control such systems put in place by service providers, issuers or other third parties whose operations may affect the Fund. Recent technological developments in, and the increasingly widespread use of, artificial intelligence technologies may pose risks to the Fund. For instance, the economy may be significantly impacted by the advanced development and increased regulation of artificial intelligence technologies. As artificial intelligence technologies are used more widely, the profitability and growth of Fund holdings may be impacted, which could significantly impact the overall performance of the Fund. The legal and regulatory frameworks within which artificial intelligence technologies operate continue to rapidly evolve, and it is not possible to predict the full extent of current or future risks related thereto.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><span style="font-family:Times New Roman, Times, Serif"><i>CYBERSECURITY RISK</i></span>. The Fund and its service providers are susceptible to cyber security risks that include, among other things, theft, unauthorized monitoring, release, misuse, loss, destruction or corruption of confidential and highly restricted data; denial of service attacks; unauthorized access to relevant systems, compromises to networks or devices that the Fund and its service providers use to service the Fund’s operations; or operational disruption or failures in the physical infrastructure or operating systems that support the Fund and its service providers. The use of artificial intelligence and machine learning could exacerbate these risks or result in cyber security incidents that implicate personal data. Cyber-attacks against or security breakdowns of the Fund or its service providers may adversely impact the Fund and its shareholders, potentially resulting in, among other things, financial losses; the inability of Fund shareholders to transact business and the Fund to process transactions; inability to calculate the Fund’s NAV; violations of applicable privacy and other laws; regulatory fines, penalties, reputational damage, reimbursement or other compensation costs; and/or additional compliance costs. The Fund may incur additional costs for cyber security risk management and remediation purposes. In addition, cyber security risks may also impact issuers of securities in which the Fund invests, which may cause the Fund’s investment in such issuers to lose value. There can be no assurance that the Fund or its service providers will not suffer losses relating to cyber-attacks or other information security breaches in the future.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><span style="font-family:Times New Roman, Times, Serif"><i>DISASTER RECOVERY AND DATA SECURITY</i></span>. In managing the Fund, the Advisers rely on information technology and data management systems which can fail or be subject to interruption or destruction caused by natural or man-made occurrences such as extreme weather, fires, earthquakes, power loss, telecommunications failures, terrorist attacks, hacking, break-ins, sabotage, intentional acts of destruction, vandalism, or similar events or misconduct. Any failure, interruption, or destruction of the Advisers’ information technology systems or data could have a material adverse impact on the operations of the Advisers and/or the Fund. In addition, a breach in the security of the Advisers’ systems could result in the theft, disclosure, or loss of investor, proprietary, and other sensitive information relating to the Advisers and/or the Fund, which in turn could lead to litigation in which the Fund could incur liability. The Advisers have in place information security, incident response, backup, and disaster recovery procedures intended to prevent or mitigate damage if such an event occurs. However, a breach could nevertheless occur, and such procedures could fail or be insufficient to avoid, mitigate, or remedy the breach. Moreover, the ever-changing methods and technologies used to obtain unauthorized access to systems through means such as third-party acts, computer error, malicious code, employee error, or malfeasance often are not known until used against a potential target. Therefore, the Advisers may be unable to anticipate the destructive or invasive methods and technologies that could be used against their systems or to implement adequate protections.</p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><i>INVESTMENT AND MARKET RISK. </i>An investment in the Shares represents an indirect investment in the securities owned by the Fund. The value of these securities, like other market investments, may move up or down, sometimes rapidly and unpredictably. Accordingly, an investment in the Fund’s Shares is subject to investment risk, including the possible loss of the entire amount that you invest. Your Shares at any point in time may be worth less than your original investment.</p> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><i>GENERAL ECONOMIC AND MARKET CONDITIONS. </i>The success of the Fund’s activities may be affected by general economic and market conditions, such as interest rates, availability of credit, inflation rates, economic uncertainty, changes in laws, trade policies, treaties and tariffs, and national and international political circumstances, armed conflict and war. These factors may affect the level and volatility of security prices and liquidity of the Fund’s investments. Unexpected volatility or illiquidity could impair the Fund’s profitability or result in it suffering losses.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">Interest rates in the United States and many other countries have risen in recent periods and may continue to rise in the future. See “<i>INTEREST RATE RISK</i>” for more information. Additionally, as a result of increasing interest rates, reserves held by banks and other financial institutions in bonds and other debt securities could face a significant decline in value relative to deposits and liabilities, which coupled with general economic headwinds resulting from a changing interest rate environment, creates liquidity pressures at such institutions. As a result, certain sectors of the credit markets could experience significant declines in liquidity, and it is possible that the Fund will not be able to manage this risk effectively.</p> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><i>VOLATILITY RISK</i>. Volatility is the characteristic of a security, an index or a market to fluctuate significantly in price within a short time period. The Fund may invest in securities or financial instruments that exhibit more volatility than the market as a whole. Such exposures could cause the Fund’s net asset value to experience significant increases or declines in value over short periods of time. Volatility can be caused by many factors, including changes in the economy or financial markets or for reasons specific to a particular issuer.</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><span style="font-family:Times New Roman, Times, Serif"><i>HIGHLY VOLATILE MARKETS. </i></span>The prices of commodities contracts and all derivative instruments, including futures and options, can be highly volatile. Price movements of forwards, futures and other derivative contracts in which the Fund’s assets may be invested are influenced by, among other things, interest rates, the volatility of the underlying asset for the derivative contract, changing supply and demand relationships, trade, fiscal, monetary and exchange control programs and policies of governments, and national and international political and economic events and policies. In addition, governments from time to time intervene, directly and by regulation, in certain markets, particularly those in currencies, financial instruments, futures and options. Such intervention often is intended directly to influence prices and may, together with other factors, cause all of such markets to move rapidly in the same direction because of, among other things, interest rate fluctuations. The Fund is also subject to the risk of the failure of any exchanges on which its positions trade or of the clearinghouses for those exchanges.</p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><span style="font-family:Times New Roman, Times, Serif"><i>COUNTERPARTY RISK</i></span>. Many of the markets in which the Fund effects its transactions are “over the counter” or “inter-dealer” markets. The participants in these markets are typically not subject to credit evaluation and regulatory oversight as are members of “exchange based” markets. To the extent the Fund invests in swaps, derivative or synthetic instruments, or other over the counter transactions, on these markets, the Fund is assuming a credit risk with regard to parties with whom it trades and may also bear the risk of settlement default. These risks may differ materially from those associated with transactions effected on an exchange, which generally are backed by clearing organization guarantees, a guarantee fund to which clearing members contribute, daily marking to market and settlement, and segregation and minimum capital requirements applicable to intermediaries. Transactions entered into directly between two counterparties generally do not benefit from such protections. This exposes the Fund to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions, including, because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing the Fund to suffer a loss. Such counterparty risk is accentuated in the case of contracts with longer maturities where events may intervene to prevent settlement, where the contract has the potential for uncapped or big losses of the Fund due to its terms, or where the Fund has concentrated its transactions with a single or small group of counterparties. The Fund is not restricted from dealing with any particular counterparty or from concentrating any or all of its transactions with one counterparty. The ability of the Fund to transact business with any one or number of counterparties, the lack of any independent evaluation of such counterparties’ financial capabilities and the absence of a regulated market to facilitate settlement may increase the potential for losses by the Fund.</p> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><i>VALUATION RISK. </i>Unlike publicly traded common stock, which trades on national exchanges, there is no central place or exchange for shares or interests in some of the Fund’s investments to trade. Similarly, investments held by the Fund may also not be traded on an exchange or central marketplace. Due to the lack of centralized information and trading, the valuation of such investments may carry more risk than that of common stock. Uncertainties in the conditions of the financial and other markets, incomplete or unreliable reference data, human error, lack of transparency and inconsistency of valuation models and processes may lead to inaccurate asset pricing. In addition, other market participants may value securities differently than the Fund. As a result, the Fund may be subject to the risk that when an instrument is sold in the market, the amount received by the Fund is less than the value of such instruments carried on such fund’s books.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Fund may value its investments at fair value. In general, fair value represents a good faith approximation of the current value of an asset. Shareholders should recognize that fair value pricing involve various judgments and consideration of factors that may be subjective and inexact. As a result, there can be no assurance that fair value priced assets will not result in future adjustments to the prices of securities or other assets, or that fair value pricing will reflect a price that the Fund is able to obtain upon sale. It is also possible that the fair value determined for a security or other asset will be materially different from quoted or published prices, from the prices used by others for the same security or other asset and/or from the value that actually could be or is realized upon the sale of that security or other asset. For example, the Fund’s NAV could be adversely affected if the Fund’s determinations regarding the fair value of the Fund’s investments were materially higher than the values that the Fund ultimately realizes upon the disposal of such investments. In addition, valuation for illiquid assets may require more research than for more liquid investments and elements of judgment may play a greater role in valuation in such cases than for investments with a more active secondary market because there is less reliable objective data available.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Fund’s NAV is a critical component in several operational matters including computation of advisory and services fees and determination of the price at which the Shares will be offered and at which the Shares will be repurchased. Consequently, variance in the valuation of the Fund’s investments will impact, positively or negatively, the fees and expenses shareholders will pay, the price a shareholder will receive in connection with a tender offer and the number of shares an investor will receive upon investing in the Fund. The Fund may need to liquidate certain investments, including illiquid investments, in order to repurchase Shares in connection with a tender offer. A subsequent decrease in the valuation of the Fund’s investments after a tender offer could potentially disadvantage remaining shareholders to the benefit of shareholders whose Shares were accepted for repurchase. Alternatively, a subsequent increase in the valuation of the Fund’s investments could potentially disadvantage shareholders whose Shares were accepted for repurchase to the benefit of remaining shareholders. Similarly, a subsequent decrease in the valuation of the Fund’s investments after a subscription could potentially disadvantage subscribing investors to the benefit of pre-existing shareholders, and a subsequent increase in the valuation of the Fund’s investments after a subscription could potentially disadvantage pre-existing shareholders to the benefit of subscribing investors. In no event is the Distributor responsible or liable for any errors or inaccuracies with the Fund’s NAV in connection with its distribution of the Fund’s Shares or in connection with any other purpose. The Distributor has no duty to calculate the NAV of Fund Shares or to inquire into the accuracy of the NAV per Share (including a class thereof) as calculated by or for the Fund.</p> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><i>U.S. GOVERNMENT SECURITIES</i>. Some obligations issued or guaranteed by U.S. government agencies, instrumentalities or U.S. government sponsored enterprises (“GSEs”), including, for example, pass-through certificates issued by Ginnie Mae, are supported by the full faith and credit of the U.S. Treasury. Other obligations issued by or guaranteed by federal agencies or GSEs, such as securities issued by Fannie Mae or Freddie Mac, are supported by the discretionary authority of the U.S. government to purchase certain obligations of the federal agency or GSE, while other obligations issued by or guaranteed by federal agencies or GSEs, such as those of the Federal Home Loan Banks, are supported by the right of the issuer to borrow from the U.S. Treasury. The Put maximum potential liability of the issuers of some U.S. Government securities held by the Fund may greatly exceed their current resources, including their legal right to support from the U.S. Treasury. It is possible that these issuers will not have the funds to meet their payment obligations in the future.</p> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><i>EQUITY SECURITIES RISK.</i> The Fund invests in equity securities, including common stocks. Common stock represents an equity ownership interest in issuers. Holders of common stock are entitled to the income and increase in the value of the assets and business of the issuers after all debt obligations and obligations to preferred stockholders are satisfied. The value of the Fund’s shares will fluctuate with changes in the value of the equity securities in which it invests. Equity securities prices fluctuate for several reasons, including changes in investors’ perceptions of the financial condition of an issuer, such as an unfavorable earnings report, or the general condition of the relevant equity market, such as market volatility, or when political or economic events affecting the issuers occur. Common stock prices may be particularly sensitive to rising interest rates, as the cost of capital rises and borrowing costs increase. Equity securities may decline significantly in price over short or extended periods of time, and such declines may occur in the equity market as a whole, or they may occur in only a particular country, company, industry or sector of the market. Additionally, holders of an issuer’s common stock may be subject to greater risks than holders of its preferred stock and debt securities because common stockholders’ claims are subordinated to those of holders of preferred stocks and debt securities upon the bankruptcy of an issuer.</p> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><i>DIVIDENDS RISK</i>. The Fund invests in dividend-paying securities. The Fund’s investment in dividend-paying securities could cause the Fund to underperform similar funds that invest without consideration of an issuer’s track record of paying dividends. Companies that issue dividend-yielding securities are not required to continue to pay dividends on such securities. Therefore, there is the possibility that such companies could reduce or eliminate the payment of dividends in the future especially if the companies are facing an economic downturn, which could negatively affect the Fund’s performance.</p> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><i>LARGE CAPITALIZATION COMPANIES RISK</i>. The Fund invests in the securities of large capitalization companies. Large capitalization companies may grow at a slower rate and be less able to adapt to changing market conditions than smaller capitalization companies. Thus, the return on investment in securities of large capitalization companies may be less than the return on investment in securities of small and/or mid capitalization companies. The performance of large capitalization companies also tends to trail the overall market during different market cycles.</p> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><i>SECTOR AND INDEX RISK</i>. As of May 2026 a significant portion of the Reference Index is comprised of companies in the information technology sector, although this may change from time to time. The Fund will not be concentrated in a particular industry or group of industries within any sector. To the extent that the Fund invests a significant percentage of its assets in a sector, an adverse economic, business or political development may affect the value of the Fund’s investments more than if the Fund were more broadly diversified. A significant exposure makes the Fund more susceptible to any single occurrence and may subject the Fund to greater market risk than a fund that is more broadly diversified. There may be instances in which the Reference Index, for a variety of reasons including changes in the prices of individual securities held by the Reference Index, has a larger exposure to a small number of stocks or a single stock relative to the rest of the stocks in the Reference Index. Under such circumstances, the Fund will not deviate from the Reference Index except in rare circumstances or in an immaterial way and therefore the Fund’s returns would be more greatly influenced by the returns of the stock(s) with the larger exposure.</p> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0 0pt 0.5in;text-align:justify"><i>Information Technology Sector Risk</i>. The information technology sector includes, for example, companies that offer software and information technology services, manufacturers and distributors of technology hardware and equipment such as communications equipment, cellular phones, computers and peripherals, electronic equipment and related instruments, and semiconductors and related equipment and materials. This sector can be significantly affected by, among other things, the supply and demand for specific products and services, the pace of technological development, and government regulation.</p> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><i>TRANSACTIONS IN FLEXIBLE EXCHANGE OPTIONS.</i> The Fund intends to trade Flexible Exchange® Options (“FLEX Options”). FLEX Options are customized equity or index option contracts that trade on an exchange, but provide investors with the ability to customize key contract terms like exercise prices, styles and expiration dates. FLEX Options are required to be centrally cleared. In a transaction involving FLEX Options, the Fund’s counterparty is the OCC, rather than a bank or broker. Since the Fund is not a member of the OCC and only clearing members of OCC can participate directly in transactions with the OCC, the Fund will hold its FLEX Options through accounts at one or more clearing members of OCC. Although such clearing members guarantee performance of their clients’ obligations to the OCC, there is a risk that a clearing member may default. The OCC collects margin, maintains a clearing fund specifically to mitigate a clearing member default and segregates all customer accounts from a clearing member’s proprietary accounts, which further acts to protect a clearing member’s customers from the default of the clearing member. However, there is still a risk that the assets of the Fund might not be fully protected in the event of a clearing member’s default. If a clearing member with whom the Fund transacts defaults, the OCC may transfer customer accounts to another clearing member. The OCC may also close out positions and convert deposits of the defaulting clearing member to cash. As a result of this process, the Fund would be limited to recovering only a pro rata share of all available funds segregated on behalf of the defaulting clearing member’s customers for the Fund. Therefore, the Fund could experience significant losses in the event of a clearing member’s default. Additionally, the OCC may be unable to perform its obligations under the FLEX Options contracts due to unexpected events, which could negatively impact the returns of the Fund.</p> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><i>FLEX OPTIONS VALUATION RISK.</i> The FLEX Options held by the Fund will be exercisable at the strike price only on their expiration date. Prior to the expiration date, the value of the FLEX Options will be determined based upon market quotations or using other recognized pricing methods. The FLEX Options are also subject to correlation risk, meaning the value of the FLEX Options does not increase or decrease at the same rate as the underlying index (although they generally move in the same direction) or underlying securities. The value of a FLEX Option prior to its expiration date may vary because of factors other than the value of the underlying index or underlying securities, such as interest rate changes, changing supply and demand, decreased liquidity of the FLEX Options, a change in the actual and perceived volatility of the stock market and the underlying index or underlying securities, and the remaining time to expiration. FLEX Option prices may also be highly volatile and may fluctuate substantially during a short period of time. During periods of reduced market liquidity or in the absence of readily available market quotations for the holdings of the Fund, the ability of the Fund to value the FLEX Options becomes more difficult and the judgment of the Investment Adviser and the Sub-Adviser may play a greater role in the valuation of the Fund’s holdings due to reduced availability of reliable objective pricing data. This creates a risk of mispricing or improper valuation of the FLEX Options which could impact the determination of the Fund’s NAV.</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><i>COMPOUNDING RISK</i>. The Fund’s returns are subject to the effects of compounding, which generally will cause the Fund’s performance to not correlate to the performance of the Reference Index or the performance of the Reference Stock Basket over the Designated Period. Depending on market conditions, compounding may lead the Fund to underperform relative to the performance of the Reference Index or Reference Stock Basket. Compounded returns are the result of reinvesting returns from select Reference Stocks each overlayed with a position in a short-term call option (for example, weekly returns) linked to that Reference Stock over periods greater than the period in which the returns were generated. Therefore, the Fund’s compounded returns over a period longer than the short-term call options will be different than the performance of the Reference Index or the performance of the Reference Stock Basket over the same period. The impact from compounding may be greater for investors who hold Shares after the end of a Designated Period or through multiple Designated Periods. There is the potential for increased Fund underperformance relative to the Reference Index over such time periods.</p> <div> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The effects of compounding on the performance of the Fund will be more pronounced when the Reference Stocks held by the Fund experience increased volatility. In general, during periods of higher volatility of the Reference Stocks, compounding can cause the Fund’s longer-term results to be significantly less than the return of the Reference Index or the return of the Reference Stock Basket.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">Compounding affects the performance of all investments over time, but has a more significant effect on a product such as the Fund that utilizes an investment strategy that includes a short call option overlay because the call option overlay leads to lesser participation in the positive periodic returns of the Reference Stock but full participation in the negative periodic returns to the extent not mitigated by the Downside Hedge, which are then compounded over time.</p> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><i>CORRELATION RISK.</i> A number of factors may affect the Fund’s ability to achieve a high degree of correlation between the Fund’s Reference Stock Basket and the Reference Index, including the difference in returns between the Reference Stock Basket and the Reference Index due to compounding. The Fund will forgo potential capital appreciation on the portion of each stock in the Reference Index in which the Fund sells call options as it seeks to generate the Defined Income. Failure to achieve a high degree of correlation may prevent the Fund from achieving a similar amount of potential capital appreciation as the Reference Index. The failure to achieve a high degree of correlation may also prevent the Fund from achieving sufficient protection benefits from the long-dated put option on the Reference Index. The Fund does not seek to achieve any specific level of performance compared to the performance of the Reference Index.</p> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><i>OPTIONS RISK</i>. An option is a contract that gives the purchaser (holder) of the option, in return for a premium, the right to buy from (call) or sell to (put) the seller (writer) of the option the security or currency underlying the option at a specified exercise price at any time during the term of the option (normally not exceeding nine months). The writer of an option has the obligation upon exercise of the option to deliver the underlying security or currency upon payment of the exercise price or to pay the exercise price upon delivery of the underlying security or currency. The use of options involves investment strategies and risks different from those associated with ordinary portfolio securities transactions. The prices of options are influenced by, among other things, actual and anticipated changes in the value of the underlying instrument, or in interest or currency exchange rates, including the anticipated volatility, which in turn are affected by fiscal and monetary policies and by national and international political and economic events. As a seller (writer) of a put option, the seller will tend to lose money if the value of the reference index or security falls below the strike price. As the seller (writer) of a call option, the seller will tend to lose money if the value of the reference index or security rises above the strike price. As the buyer of a put or call option, the buyer risks losing the entire premium invested in the option if the buyer does not exercise the option. The effective use of options also depends on the Fund’s ability to terminate option positions at times deemed desirable to do so. There is no assurance that the Fund will be able to effect closing transactions at any particular time or at an acceptable price. In addition, there may at times be an imperfect correlation between the movement in values of options and their underlying securities and there may at times not be a liquid secondary market for certain options. There may be times the Fund needs to sell securities in order to settle an option position, which could result in the distribution of premium from that option position being classified as a return of capital and make the Fund less tax-efficient. Options may also involve the use of leverage, which could result in greater price volatility than other securities.</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><span style="font-family:Times New Roman, Times, Serif"><i>TECHNOLOGICAL ADVANCEMENTS RISK</i></span>. The development and increased reliance on certain technologies, including artificial intelligence and machine learning algorithms (“AI”), may adversely impact markets and the overall performance of the Fund’s investments. For example, issuers in which the Fund may invest may focus their business on AI-related products and/or services and utilize AI in their business operations, and the challenges with properly managing its use could result in reputational harm, competitive harm, and legal liability, and/or an adverse effect on an issuer’s business operations. In addition, the increased regulation of AI, including related to information privacy, data protection and intellectual property, may significantly impact the economy and/or the issuers in which the Fund invests.</p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><i>COVERED CALL STRATEGY RISK. </i>The writer of a covered call option forgoes any profit from increases in the market value of the underlying security covering the call option above the sum of the premium and the strike price of the call but retains the risk of loss if the underlying security declines in value. The Fund will have no control over the exercise of the option by the option holder and may lose the benefit from any capital appreciation on the underlying security. A number of factors may influence the option holder’s decision to exercise the option, including the value of the underlying security, price volatility, dividend yield and interest rates. To the extent that these factors increase the value of the call option, the option holder is more likely to exercise the option, which may negatively affect the Fund. In addition, the Fund’s ability to sell the securities underlying the options will be limited while the options are in effect unless the Fund cancels out the option position through the purchase of offsetting identical options prior to the expiration of the written options. Exchanges may suspend the trading of options in volatile markets which may prohibit the Fund from writing options at times the portfolio managers deem advisable.</p> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><i>DOWNSIDE HEDGE RISK</i>. The Fund will purchase a long-dated option on the Reference Index at the beginning of each Designated Period as a hedge against long-term decline in the market value of the securities in the Reference Stock Basket. The Downside Hedge is intended to fully be achieved at the end of the specified Designated Period. Therefore, Shares tendered for repurchase made prior to the end of a specified Designated Period will not receive the full benefit from the put’s Downside Hedge against declines in the long-term market value of the Reference Stock Basket. The Fund does not seek to provide a specific level of protection. The hedge will not mitigate all loss even if the hedge operated as intended. The amount of protection will depend in part on the correlation between the Fund’s portfolio and the Reference Index. See “<i>PRINCIPAL RISK FACTORS – Strategy Risks – Compounding Risk; Correlation Risk</i>” above. There is no guarantee that the attempt to limit losses to the Fund will be successful.</p> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><i>BOX SPREAD RISK</i>. If one or more of the individual option positions that comprise a Box Spread are modified or closed separately prior to the option contract’s expiration, then the Box Spread may no longer effectively eliminate risk tied to underlying reference asset’s price movement. Furthermore, the Box Spread’s value is derived in the market and is in part based on the time until the options comprising the Box Spread expire and the prevailing market interest rates. If the Fund sells a Box Spread prior to its expiration, then the Fund may incur a loss. The Fund’s ability to utilize Box Spreads effectively is dependent on the availability and willingness of other market participants to purchase Box Spreads from the Fund at competitive prices.</p> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><i>PORTFOLIO TURNOVER RISK</i>. The Fund has an investment strategy that may frequently involve buying and selling portfolio securities. High portfolio turnover may result in the Fund paying higher levels of transaction costs, including brokerage commissions, dealer mark-ups and other costs and may generate greater tax liabilities for shareholders. Portfolio turnover risk may cause the Fund’s performance to be less than expected.</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><i>FUND DISTRIBUTION RISK</i>. The Fund’s strategy seeks to provide investors with a target net income of approximately 15% on an annual basis. The Fund currently expects to make distributions on a monthly basis. While the Fund will normally pay its income as distributions, the Fund’s distributions may exceed the Fund’s income and gains for the Fund’s taxable year, with such excess constituting a return of capital. Under abnormal market conditions or for temporary defensive measures, the Fund may consider various actions, including reducing the distribution rate. Additionally, there may be times the Fund needs to sell securities when it would not otherwise do so in order to settle an option position, which could result in the distribution of premium from that option position being classified as a return of capital. This occurs because while the distribution consisted of the premium received from the sale of the call option, the Fund later sold securities to generate proceeds to settle that call option. Distributions in excess of the Fund’s current and accumulated earnings and profits will be treated as a return of capital. Distributions in excess of the Fund’s minimum distribution requirements, but not in excess of the Fund’s earnings and profits, will be taxable to Shareholders and will not constitute nontaxable returns of capital. A return of capital distribution generally will not be taxable but will reduce the Shareholder’s cost basis and will result in a higher capital gain or lower capital loss when those Fund shares on which the distribution was received are sold. Once a Shareholder’s cost basis is reduced to zero, further distributions will be treated as capital gain, if the Shareholder holds shares of the Fund as capital assets. Additionally, any capital returned through distributions will be distributed after payment of Fund fees and expenses. Because the Fund’s distributions may consist of return of capital, the Fund may not be an appropriate investment for investors who do not want their principal investment in the Fund to decrease over time or who do not wish to receive return of capital in a given period.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Fund’s investment strategy may limit its ability to distribute dividends eligible for treatment as qualified dividend income, which for non-corporate shareholders are subject to federal income tax at rates of up to 20%. The Fund’s investment strategy may also limit its ability to distribute dividends eligible for the dividends-received deduction for corporate shareholders. For these reasons, a significant portion of distributions received by Shareholders may be subject to tax at effective tax rates that are higher than the rates that would apply if the Fund were to engage in a different investment strategy.</p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:center"><span id="p_016"><span style="text-transform:uppercase"><strong>VOTING</strong></span></span></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">Each Shareholder will have the right to cast a number of votes, based on the number of such Shareholder’s Shares, at any meeting of Shareholders called by the Board. Except for the exercise of such voting privileges, Shareholders will not be entitled to participate in the management or control of the Fund’s business and may not act for or bind the Fund.</p> </div> <table cellpadding="0" style="font:10pt Times New Roman, Times, Serif;width:100%;border-collapse:collapse;border-spacing:0px"> <tr style="vertical-align:bottom"> <td style="border-bottom:black 1pt solid;text-align:justify"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt"><strong>(1)<br/>Title of Class</strong></span></td> <td> </td> <td> </td> <td style="border-bottom:black 1pt solid;text-align:center"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt"><strong>(2) <br/>Amount Authorized</strong></span></td> <td> </td> <td colspan="2" style="border-bottom:black 1pt solid;text-align:center"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt"><strong>(3)<br/>Amount Held by<br/>Fund or<br/>for its Account</strong></span></td> <td> </td> <td colspan="2" style="border-bottom:black 1pt solid;text-align:center"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt"><strong>(4) <br/>Amount<br/>Outstanding<br/>Exclusive of Amount<br/>Shown Under (3)</strong></span></td> </tr> <tr style="vertical-align:bottom;background-color:#CCEEFF"> <td style="text-align:justify;width:65%"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt"><span style="font-size:10pt;font-family:Times New Roman">Class I Shares</span></span></td> <td style="width:1%"> </td> <td style="width:1%"> </td> <td style="text-align:center;width:15%"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">Unlimited</span></td> <td style="width:1%"> </td> <td style="text-align:justify;width:1%"></td> <td style="text-align:right;width:7%"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">-</span></td> <td style="width:1%"> </td> <td style="text-align:justify;width:1%"></td> <td style="text-align:right;width:7%"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">1,370,263</span></td> </tr> <tr style="vertical-align:bottom"> <td style="text-align:justify"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt"><span style="font-size:10pt;font-family:Times New Roman">Class A Shares</span></span></td> <td> </td> <td> </td> <td style="text-align:center"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">Unlimited</span></td> <td> </td> <td style="text-align:justify"></td> <td style="text-align:right"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">-</span></td> <td> </td> <td style="text-align:justify"></td> <td style="text-align:right">None</td> </tr> </table> <span style="font-size:10pt;font-family:Times New Roman">Class I Shares</span> 0 1370263 <span style="font-size:10pt;font-family:Times New Roman">Class A Shares</span> 0 0 <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:center"><span id="p_022"><span style="text-transform:uppercase"><strong>TRANSFERS OF SHARES</strong></span></span></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">There is no public market for the Shares and none is expected to develop. The Fund does not list its Shares on a stock exchange or similar market. Shares are transferable only in limited circumstances as described below, and liquidity for investments in Shares may be provided only through the tender offers described above. If a shareholder attempts to transfer Shares in violation of the Fund’s transfer restrictions, the transfer will not be permitted and will be void. An investment in the Fund is therefore suitable only for investors that can bear the risks associated with the limited liquidity of Shares and should be viewed as a long-term investment.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">No person shall become a substituted Shareholder of the Fund without the consent of the Fund, which consent may be withheld in its sole discretion. Shares held by Shareholders may be transferred only: (i) by operation of law in connection with the death, divorce, bankruptcy, insolvency, or adjudicated incompetence of the Shareholder; or (ii) under other limited circumstances, with the consent of the Board (which may be withheld in its sole discretion and is expected to be granted, if at all, only under extenuating circumstances).</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">Notice of a proposed transfer of a Share must be accompanied by a properly completed investor application in respect of the proposed transferee. In connection with any request to transfer Shares, the Fund may require the Shareholder requesting the transfer to obtain, at the Shareholder’s expense, an opinion of counsel selected by the Fund as to such matters as the Fund may reasonably request. The Board generally will not consent to a transfer of Shares by a Shareholder (i) unless such transfer is to a single transferee, or (ii) if, after the transfer of the Shares, the balance of the account of each of the transferee and transferor is less than $25,000. Each transferring Shareholder and transferee may be charged reasonable expenses, including, but not limited to, attorneys’ and accountants’ fees, incurred by the Fund in connection with the transfer.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">Any transferee acquiring Shares by operation of law in connection with the death, divorce, bankruptcy, insolvency, or adjudicated incompetence of the Shareholder, will be entitled to the distributions allocable to the Shares so acquired, to transfer the Shares in accordance with the terms of the Agreement and Declaration of Trust and to tender the Shares for repurchase by the Fund, but will not be entitled to the other rights of a Shareholder unless and until the transferee becomes a substituted Shareholder as specified in the Agreement and Declaration of Trust. If a Shareholder transfers Shares with the approval of the Board, the Fund shall as promptly as practicable take all necessary actions so that each transferee or successor to whom the Shares are transferred is admitted to the Fund as a Shareholder.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">By subscribing for Shares, each Shareholder agrees to indemnify and hold harmless the Fund, the Board, the Investment Manager, and each other Shareholder, and any affiliate of the foregoing against all losses, claims, damages, liabilities, costs, and expenses (including legal or other expenses incurred in investigating or defending against any losses, claims, damages, liabilities, costs, and expenses or any judgments, fines, and amounts paid in settlement), joint or several, to which such persons may become subject by reason of or arising from any transfer made by that Shareholder in violation of the Agreement and Declaration of Trust or any misrepresentation made by that Shareholder in connection with any such transfer.</p> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:center"><span id="p_026"><span style="text-transform:uppercase"><strong>DISTRIBUTION POLICY</strong></span></span></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Fund intends to make monthly distributions to its shareholders equal to 15% annually of the Fund’s NAV per Share (the “Distribution Policy”). Distributions will be paid in cash via wire. This predetermined dividend rate may be modified by the Board from time to time and may be increased or decreased. The Board may increase the dividend rate to the extent of the Fund’s investment company taxable income that it is required to distribute in order to maintain its status as a RIC.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">If, for any distribution, available cash is less than the amount of this predetermined dividend rate, then assets of the Fund will be sold, and such disposition may generate additional taxable income. The Fund’s final distribution for each calendar year will include any remaining investment company taxable income and net tax-exempt income (if any) undistributed during the year, as well as the net capital gain realized during the year. If the total distributions made in any calendar year exceed investment company taxable income, net tax-exempt interest income (if any) and net capital gains, such excess distributed amount would be treated as ordinary dividend income to the extent of the Fund’s current and accumulated earnings and profits. Payments in excess of the earnings and profits would first be a tax-free return of capital to the extent of the adjusted tax basis in each Share. After such adjusted tax basis is reduced to zero, the payment would constitute capital gain (assuming the Shares are held as capital assets). This distribution policy may, under certain circumstances, have certain adverse consequences to the Fund and its shareholders because it may result in a return of capital resulting in less of a shareholder’s assets being invested in the Fund and, over time, increase the Fund’s expense ratio. The expected sources of the distribution are from premiums collected from the sale of short-term call options and dividend income from the Reference Stocks. The distribution policy also may cause the Fund to sell a security at a time it would not otherwise do so in order to manage the distribution of income and gain.</p> </div> <div> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The dividend distribution described above may result in the payment of approximately the same amount or percentage to the Fund’s shareholders each period. Section 19(a) of the Investment Company Act and Rule 19a-1 thereunder require the Fund to provide a written statement accompanying any such payment that adequately discloses its source or sources. Thus, if the source of the dividend or other distribution were the original capital contribution of the shareholder, and the payment amounted to a return of capital, the Fund would be required to provide written disclosure to that effect. As required under the Investment Company Act, the Fund will provide a notice to shareholders at the time of a payment or distribution when such does not consist solely of net income. Additionally, each payment will be accompanied by a written statement which discloses the source or sources of each payment. The Internal Revenue Service (the “IRS”) requires you to report these amounts, excluding returns of capital, (such amounts will be reported by the Fund to shareholders on IRS Form 1099) on your income tax return for the year declared. The Fund will provide disclosures, with each payment, that estimates the percentages of the current and year-to-date payments that represent (1) net investment income, (2) capital gains and (3) return of capital. At the end of the year, the Fund may be required under applicable law to re-characterize payments made previously during that year among (1) ordinary income, (2) capital gains and (3) return of capital for tax purposes. Nevertheless, persons who periodically receive the payments may be under the impression that they are receiving net profits when they are not. Shareholders should read any written disclosure provided pursuant to Section 19(a) and Rule 19a-1 carefully and should not assume that the source of any payment from the Fund is net profit.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Board reserves the right to change the Distribution Policy from time to time.</p> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:center"><span id="p_029"><span style="text-transform:uppercase"><strong>DESCRIPTION OF SHARES</strong></span></span></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The beneficial interest in the Fund is divided into an unlimited number of Shares. Each Share has a par value of $0.001. All Shares issued are fully paid and nonassessable. The Fund is authorized to offer two separate classes of Shares designated as <span style="font-size:10pt;font-family:Times New Roman">Class A Shares</span> and <span style="font-size:10pt;font-family:Times New Roman">Class I Shares</span>. All Shares of each class represent an equal proportionate interest in the assets of the Fund (subject to the liabilities belonging to that class), and each Share of any class is equal to each other Share of that class. While the Fund presently intends to offer two classes of Shares, it may offer other classes of Shares as well in the future. From time to time, the Board may create and offer additional classes of Shares, or may vary the characteristics of Class A Shares and Class I Shares described herein, including without limitation, in the following respects: (1) the amount of fees permitted by a distribution and/or service plan as to such class; (2) voting rights with respect to a distribution and/or service plan as to such class; (3) different class designations; (4) the impact of any class expenses directly attributable to a particular Class of Shares; (5) differences in any dividends and NAVs resulting from differences in fees under a distribution and/or service plan or in class expenses; (6) any sales load structure; and (7) any conversion features, as permitted under the Investment Company Act. Shares are deemed to be personal property giving only the rights provided in the Declaration of Trust. <span style="font-size:10pt;font-family:Times New Roman">Shareholders have no preemptive or other similar rights to subscribe to any additional Shares or other securities issued by the Fund.</span> There is no cumulative voting in the election of Trustees. Shareholders are not personally liable for the debts, liabilities, obligations and expenses incurred by, contracted for, or otherwise existing with respect to, the Fund. The Trustees have no power to bind any Shareholder personally or to call upon any Shareholder for the payment of any sum of money or assessment whatsoever other than such as the Shareholder may at any time personally agree to pay. The amount of fees permitted by a distribution and/or service plan or voting rights with respect to such plan may not be changed for Class A Shares and Class I Shares without a vote of shareholder of the relevant class. The Fund’s tender offers will be made to all of its classes of Shares at the same time, in the same proportional amounts and on the same terms, except for differences in NAVs resulting from differences in fees under a distribution and/or service plan or in class expenses. See “<i>VOTING</i>”; “<i>TENDER OFFERS; REPURCHASES</i>”; “<i>DISTRIBUTION POLICY</i>.”</p> </div> <span style="font-size:10pt;font-family:Times New Roman">Class A Shares</span> <span style="font-size:10pt;font-family:Times New Roman">Class I Shares</span> <span style="font-size:10pt;font-family:Times New Roman">Shareholders have no preemptive or other similar rights to subscribe to any additional Shares or other securities issued by the Fund.</span> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:center"><span id="p_032"><span style="text-transform:uppercase"><strong>TERM, DISSOLUTION AND LIQUIDATION</strong></span></span></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Fund may be dissolved upon approval of a majority of the Trustees. Upon the liquidation of the Fund, its assets will be distributed first to satisfy (whether by payment or the making of a reasonable provision for payment) the debts, liabilities and obligations of the Fund, including actual or anticipated liquidation expenses, other than debts, liabilities or obligations to Shareholders, and then to the Shareholders proportionately in accordance with the amount of Shares that they own. Assets may be distributed in-kind on a proportionate basis if the Board or liquidator determines that the distribution of assets in-kind would be in the interests of the Shareholders in facilitating an orderly liquidation.</p> </div> For purposes of determining net assets in fee table calculations, derivatives are valued at fair value. For its provision of advisory services to the Fund, the Investment Adviser receives an annual Unitary Management Fee, payable monthly in arrears, equal to 2.65% of the Fund’s net assets as of month-end. In turn, the Investment Adviser will pay substantially all operating expenses of the Fund, excluding the Unitary Management Fee, initial and ongoing offering expenses and organizational expenses, interest expenses, taxes, portfolio transaction-related fees and expenses, costs of borrowing, distribution and service fees payable pursuant to a Rule 12b-1 plan, and litigation and indemnification expenses and any other extraordinary expenses not incurred in the ordinary course of the Fund’s business. Investors may pay to the Fund’s Distributor or other qualified recipients (i) for each Class of Shares, a Shareholder Servicing Fee of up to 0.25% on an annualized basis of the aggregate net assets of the Fund attributable to the Class, and (ii) for Class A Shares, a Distribution Fee of up to 0.75% on an annualized basis of the aggregate net assets attributable to Class A Shares for marketing and distribution expenses. Payment of the Distribution and Servicing Fee is governed by a Distribution and Service Plan that, pursuant to the conditions of an exemptive order issued by the SEC, has been adopted by the Fund with respect to Class A Shares and Class I Shares in compliance with Rule 12b-1 under the Investment Company Act. See “DISTRIBUTION AND SERVICE PLAN.” It is estimated for the current fiscal year that Shareholders of both Class A Shares and Class I Shares will pay (i) 0.00% of the net asset value of the Fund's assets attributable to such class for shareholder servicing expenses and (ii) 0.75% of the net asset value of the Fund's assets attributable to such class for marketing and distribution expenses. “Other Expenses” are based on estimated amounts for the current fiscal year. Class A Shares are subject to a 2.00% initial sales charge. There are certain scheduled variations in the initial sales charge, which also may be waived or reduced for purchases made through certain financial intermediaries. See “WAIVERS AND DISCOUNTS AVAILABLE FROM INTERMEDIARIES.” Commencement of Operations.