Lincoln Bain Capital Total Credit Fund

Prospectus

July 29

2026

SHARES OF BENEFICIAL INTEREST

Class A Shares

Class D Shares

Class I Shares

Class IS Shares

Lincoln Bain Capital Total Credit Fund (the “Fund”) is a

Delaware statutory trust

registered under the Investment Company Act of

1940, as amended (the “1940 Act”), as a non-diversified, closed-end management investment company that is operated as an interval

fund. The Fund is offering through this Prospectus four

classes of shares of beneficial interest (“Shares”) designated as Class A

(“Class A Shares”), Class D (“Class D Shares”), Class I (“Class I Shares”), and Class IS (“Class IS Shares”). The Fund’s investment

adviser is Lincoln Financial Investments Corporation (the “Adviser” or “Lincoln”) and the Fund’s sub-adviser is BCSF Advisors, LP

(the “Sub-Adviser” or “Bain” and together with the Adviser, the “Advisers”).

Investment Objective.

The Fund’s investment objective is to seek high risk-adjusted returns across various market cycles with a focus

on current income. There can be no assurance that the Fund will achieve its investment objective.

Interval Fund.

The Fund is designed primarily for long-term investors and not as a trading vehicle. The Fund is an “interval fund” (discussed

below) pursuant to which it, subject to applicable law, will conduct quarterly repurchase offers for between 5% and 25% of the

Fund’s outstanding Shares at net asset value (“NAV”). Under normal market conditions, the Fund

offers to

repurchase 5% of its outstanding

Shares at NAV on a quarterly basis. In connection with any given repurchase offer, it is possible that a repurchase offer may

be oversubscribed, with the result that Fund shareholders (“Shareholders”) may only be able to have a portion of their Shares repurchased.

The Fund does not currently intend to list its Shares for trading on any national securities exchange. The Shares are, therefore,

not readily marketable. Even though the Fund will make quarterly repurchase offers to repurchase a portion of the Shares to try

to provide

some

liquidity to Shareholders, you should consider the Shares to have limited liquidity. See

“Types of Investments and

Related Risks — Other Risks Relating to the Fund — Closed-end Interval Fund; Liquidity Risks”

and

“Types of Investments and

Related Risks — Other Risks Relating to the Fund — Repurchase Offers Risks”

beginning on page

of this Prospectus.

The Fund’s Board of Trustees (the “Board”) will establish the deadline by which the Fund must receive repurchase requests in

response to a repurchase offer. Quarterly repurchases will occur in the months of March, June, September, and December.

Written

notification of each quarterly repurchase offer (the “Repurchase Offer Notice”) will be sent to Shareholders at least 21 calendar days

before the repurchase request deadline (i.e., the date by which Shareholders must tender their Shares in response to a repurchase

offer to be included in such repurchase) (the “Repurchase Request Deadline”); however, the Fund will seek to provide such Repurchase

Offer Notice earlier but no more than 42 calendar days before the Repurchase Request Deadline. The NAV will be calculated on

the repurchase pricing date, which will be no later than the 14th calendar day (or the next business day if the 14th calendar day is not

a business day) after the Repurchase Request Deadline (the “Repurchase Pricing Date”). The Fund will distribute payment to Shareholders

within seven calendar days after the Repurchase Pricing Date. See “Share Repurchase Program” beginning on page

of this

Prospectus.

Principal Investment Strategies.

The Fund seeks to achieve its investment objective by primarily investing in a globally varied portfolio

of liquid and illiquid credit investments.

Under normal circumstances,

credit investments will represent at least 80% of the Fund’s net

assets, including borrowings for investment purposes. Credit investments represent a claim on a borrower’s obligation to repay principal

or interest. Credit investments

may include, among other things, directly originated loans, secured and unsecured floating and

fixed rate syndicated loans and securities, corporate bonds (both investment grade and below investment grade), debt and equity

tranches

of collateralized loan obligations (“CLOs”) and other credit-focused vehicles, asset-backed securities, real estate loans,

asset-based lending, specialty finance, opportunistic credit, other credit investments

(for example

notes,

bills

debentures

repurchase

agreements

government

and municipal obligations

(

including those issued or guaranteed by the U

Treasury

government

agencies

state and foreign governments))

and exchange-

traded funds

(

“

ETFs”

)

The Fund will seek to capitalize on investments across a number of different credit and income focused investment strategies pursued

by the Sub-Adviser. These strategies seek to also capitalize on market inefficiencies and relative value opportunities throughout the

entire global credit spectrum, including (i) corporate direct lending, (ii) asset based finance, including, but not limited to, lending with

respect to real estate, transportation, aviation, infrastructure, power and royalty assets, CLO debt and equity and other asset-backed

securities, (iii) opportunistic credit and (iv) liquid credit investments.

The Fund may invest a substantial portion of its assets in credit instruments that are rated below investment grade by credit rating

agencies or that have no credit rating at all and would be rated below investment grade if they were rated. Credit instruments

that are rated below investment grade (commonly referred to as “high yield” securities or “junk bonds”) are regarded as having

predominantly speculative characteristics with respect to the issuer’s capacity to pay interest and repay principal. Because of the

risks associated with investing in high yield securities, an investment in the Fund should be considered speculative.

Unlisted Closed-End Fund.

An investment in the Fund is subject to, among others, the following risks:

•

There is not expected to be any secondary trading market in the Shares. Thus, an investment in the Fund may not be suitable

for investors who may need the money they invest within a specified timeframe. The Fund’s Shares should be viewed

as a long-term investment within a multi-asset personal portfolio and should not be viewed individually as a complete

investment program.

•

Shareholders should not expect to be able to sell their Shares in a secondary market transaction regardless of how the

Fund performs. An investment in the Fund is considered to be of limited liquidity.

•

The Shares are not listed on any securities exchange. The Fund will provide limited liquidity

through quarterly offers to repurchase a limited amount of the Fund’s Shares (at least 5%).

•

An investor may be charged a sales load of up to 3.00% on the amounts it invests in Class A Shares and 3.50% on the

amounts it invests in Class D Shares. If you pay the maximum aggregate sales load of 3.50%, you must experience a total

return on your net investment of 3.63% in order to recover these expenses.

•

There is no assurance that

monthly

distributions paid by the Fund will be maintained at any targeted level or that distributions

will be paid at all.

•

The Fund’s distributions may be funded from unlimited amounts of offering proceeds or borrowings, which may constitute a

return of capital and reduce the amount of capital available to the Fund for investment. Any capital returned to Shareholders

through distributions will be distributed after payment of fees and expenses, as well as any applicable sales load.

•

A return of capital to Shareholders is a return of a portion of their original investment in the Fund, and reduces the tax

basis of their investment. As a result of such reduction in tax basis, Shareholders may be subject to tax in connection with

the sale of Fund Shares, even if such Shares are sold at a loss relative to their original investment.

•

The Fund’s distributions may arise as a result of expense reimbursements provided by the Adviser, which are subject to

repayment by the Fund. Shareholders should understand that any such distributions are not based on the Fund’s investment

performance and can only be sustained if the Fund achieves positive investment performance in future periods and/or the

Adviser continues to make such expense reimbursements. Shareholders should also understand that the Fund’s future

repayments will reduce the distributions that a Shareholder would otherwise receive.

Investing in Shares involves a high degree of risk. See “Types of Investments and Related Risks” beginning on page

of this

Prospectus and “Types of Investments and Related Risks — Risks Relating to Investment Strategies, Fund Investments, and the

Fund’s Investment Program — Use of Leverage: Risk of Borrowing by the Fund” beginning on page

of this Prospectus.

The date of this Prospectus is

July 29

2026

	Per Class A Share	Per Class D Share	Per Class I Share	Per Class IS Share	Total (1)
Public Offering Price	At current NAV, plus sales load	At current NAV, plus sales load	At current NAV	At current NAV	Unlimited
Sales Load (% of Offering Price) (1)	3.00%	3.50%	—	—	Up to 3.50%
Proceeds to the Fund (Before Expenses) (2)	Amount invested at current NAV	Amount invested at current NAV	Amount invested at current NAV	Amount invested at current NAV	Unlimited

(1)

Generally, the stated minimum initial investment by an investor in the Fund is $2,500 with respect to Class A and Class D Shares, $1,000,000 with respect to

Class I Shares, and $25,000 with respect to Class IS Shares, which stated minimums may be reduced for certain investors. Investors purchasing Class A Shares

may be charged a front-end sales load of up to 3.00% of the investor’s purchase. Investors purchasing Class D Shares may be charged a front-end sales load of

up to 3.50% of the investor’s purchase. The table assumes the maximum sales load is charged. Class I and Class IS Shares are not subject to front-end sales

loads. While Class I Shares and Class IS Shares are not charged a front-end sales load, if you purchase Class I Shares or Class IS Shares through certain Financial

Intermediaries (as defined below), such Financial Intermediaries may directly charge you transaction or other fees in such amount as they may determine.

Please consult your Financial Intermediary for additional information. See “

Purchase of Shares

” and “

Plan of Distribution

.”

(2)

The Adviser will also bear certain ongoing offering costs associated with the Fund’s continuous offering through August 1, 2027. Pursuant to an amended and

restated expense limitation agreement (the “Expense Limitation Agreement”) between the Fund and the Adviser, the Fund will be obligated to reimburse the

Adviser for any such payments, subject to certain limitations. See “

Fund Expenses

.”

Structure.

The Fund does not currently intend to list its Shares for trading on any securities exchange and does not expect any secondary

market to develop for its Shares. Shareholders of the Fund are not able to have their Shares redeemed or otherwise sell their

Shares on a daily basis because the Fund is an unlisted closed-end fund. To provide some liquidity to Shareholders, the Fund is structured

as an “interval fund” and conducts periodic repurchase offers for a portion of its outstanding Shares, as described below. An

investment in the Fund is suitable only for long-term investors who can bear the risks associated with the limited liquidity of the

Shares.

Adviser and Sub-Adviser.

The investment adviser to the Fund is Lincoln. The sub-adviser to the Fund is Bain. The Adviser and the

Sub-Adviser are each registered as an investment adviser with the U.S. Securities and Exchange Commission (the “SEC”) under the

Investment Advisers Act of 1940, as amended (the “Advisers Act”). The Adviser oversees the allocation of the Fund’s assets across

strategies and the Sub-Adviser is responsible for selecting portfolio securities for the Fund.

Securities Offered.

The Fund is offering its Shares on a continuous basis. While Class I Shares and Class IS Shares are not charged a

front-end sales load, if you purchase Class I or Class IS Shares through certain Financial Intermediaries, such Financial Intermediaries

may directly charge you transaction fees or other fees in such amount as they may determine. Please consult your Financial Intermediary

for additional information.

Generally,

the stated

minimum initial investment

by an investor in the Fund is $2,500

with respect to

Class A and Class D Shares

1,000,000 with

respect to Class I Shares,

and

25,000

with respect to Class IS Shares

which

stated

minimums may be reduced for certain investors

. For all share classes, subsequent investments may be made with at least $500,

except for purchases made pursuant to the Fund’s dividend reinvestment plan or as otherwise permitted by the Fund. The Fund

reserves the right to waive investment minimums. Shares are being offered through Lincoln Financial Distributors, Inc. (the “Distributor”)

at an offering price equal to the Fund’s then-current NAV per Share, plus any applicable sales load.

This Prospectus provides the information that a prospective investor should know about the Fund before investing. Investors are

advised to read this Prospectus carefully and to retain it for future reference. Additional information about the Fund, including a statement

of additional information about the Fund, dated

July 29

2026

(the “Statement of Additional Information”), has been filed with

the SEC and is incorporated by reference in its entirety into this Prospectus. The Statement of Additional Information and the Fund’s

annual and semi-annual reports and other information filed with the SEC, can be obtained upon request and without charge by writing

to the Fund at Lincoln Bain Capital Total Credit Fund, 150 N. Radnor-Chester Road, Radnor, PA 19087, by calling toll-free 855-456-0067

or by visiting the Fund’s website at

https://www.lincolnfinancial.com/public/professionals/productsandinsights/lincolnfinancialinvestments/LincolnBainCapitalTotalCreditFund/fundmaterials

Investors may request the Fund’s Statement of

Additional Information, annual and semi-annual reports and other information about the Fund or make Shareholder inquiries by calling

855-456-0067. The Statement of Additional Information, other material incorporated by reference into this Prospectus and other

information about the Fund is also available on the SEC’s website at http://www.sec.gov. The address of the SEC’s website is provided

solely for the information of prospective investors and is not intended to be an active link. The Adviser and the Fund rely on exemptive

relief to, among other things, (i) designate multiple classes of Shares; (ii) impose on certain of the classes an early repurchase fee and

schedule for waivers of such fee; and (iii) impose class specific annual asset-based distribution fees on the assets of the various

classes of Shares to be used to pay for expenses incurred in fostering the distribution of the Shares of the particular class. The Fund,

the Adviser and Sub-Adviser have

received

exemptive relief to expand the Fund’s ability to co-invest alongside affiliates in privately

negotiated investments. Under the co-investment exemptive relief, the Fund, the Adviser and the Sub-Adviser

are

required to comply

with certain conditions that would not otherwise apply.

Shares are not deposits or obligations of, and are not guaranteed or endorsed by, any bank or other insured depository institution,

and Shares are not insured by the Federal Deposit Insurance Corporation, the Board of Governors of the Federal Reserve

System or any other government agency.

Neither the SEC nor any state securities commission has approved or disapproved these securities or determined if this Prospectus

is truthful or complete. Any representation to the contrary is a criminal offense.

Table of Contents

Item	Page
Summary of Terms	1
Summary of Fees and Expenses	8
Senior Securities	10
Financial Highlights	11
The Fund	15
The Adviser	15
The Sub-Adviser	15
Use of Proceeds	15
Investment Objective, Opportunities and Strategies	15
Types of Investments and Related Risks	18
Management of The Fund	52
Fund Expenses	53
Investment Management Fee and Incentive Fee	54
Determination of Net Asset Value	55
Conflicts of Interest	57
Share Repurchase Program	58
Description of Capital Structure	60
Purchase of Shares	62
Tax Aspects	65
ERISA Considerations	72
Anti-Takeover Provisions in the Declaration of Trust	72
Plan of Distribution	73
Distributions	75
Fiscal Year; Reports	76
Inquiries	76

Summary of Terms

This is only a summary and does not contain all of the information that a prospective investor should consider before investing in the

Fund. Before investing, a prospective investor in the Fund should carefully read the more detailed information appearing elsewhere in

this Prospectus and the Statement of Additional Information.

THE FUND	The Fund is a Delaware statutory trust registered under the 1940 Act as a non-diversified, closed-end management investment company. The Fund is operated as an “interval fund” (as described below).
	The Fund offers four separate classes of Shares designated as Class A Shares, Class D Shares, Class I Shares, and Class IS Shares, all of which are offered by this Prospectus. The Fund may offer additional classes of Shares in the future.

THE ADVISER

Lincoln Financial Investments Corporation (“Lincoln”) serves as the Fund’s investment adviser. The

Adviser is registered as an investment adviser with the SEC.

THE SUB-ADVISER

BCSF Advisors, LP (the “Sub-Adviser” or “Bain” and together with the Adviser, the “Advisers”) serves as

the Fund’s sub-adviser. The Sub-Adviser is registered as an investment adviser with the SEC.

Under a resource sharing agreement (the “Resource Sharing Agreement”) between the Sub-Adviser and

Bain Capital Credit, LP (“Bain Capital Credit”), Bain Capital Credit provides the Sub-Adviser with

experienced investment professionals (including the Portfolio Managers) and access to the resources of

Bain Capital Credit. These resources and personnel enable the Sub-Adviser to fulfill its obligations under

the Sub-Advisory Agreement. Through the Resource Sharing Agreement, the Sub-Adviser capitalizes on

the significant deal origination, credit underwriting, due diligence, investment structuring, execution,

portfolio management and monitoring experience of Bain Capital Credit’s investment professionals. See

“Risk Factors—Risks Relating to Our Business and Structure—Types of Investments and Related

Risks—Other Risks Relating to the Fund –

Dependence Upon Key Personnel of Bain Capital Credit and

the Sub-Adviser”

below.

INVESTMENT

OBJECTIVE

The Fund’s investment objective is to seek high risk-adjusted returns across various market cycles with a

focus on current income. There can be no assurance that the Fund will achieve its investment objective.

INVESTMENT OPPORTUNITIES AND STRATEGIES	The Fund seeks to achieve its investment objective by primarily investing in a globally varied portfolio of liquid and illiquid credit investments. Under normal circumstances, credit investments will represent at least 80% of the Fund’s net assets, including borrowings for investment purposes. Credit investments represent a claim on a borrower’s obligation to repay principal or interest. Credit investments may include, among other things, directly originated loans, secured and unsecured floating and fixed rate syndicated loans and securities, corporate bonds (both investment grade and below investment grade), debt and equity tranches of collateralized loan obligations (“CLOs”) and other credit-focused vehicles, asset-backed securities, real estate loans, asset-based lending, specialty finance, opportunistic credit, other credit investments (for example, notes, bills, debentures, repurchase agreements, government and municipal obligations (including those issued or guaranteed by the U.S. Treasury, U.S. government agencies, state and foreign governments)) and exchange-traded funds (“ETFs”).
	The Fund will seek to capitalize on investments across a number of different credit and income focused investment strategies pursued by the Sub-Adviser. These strategies seek to also capitalize on market inefficiencies and relative value opportunities throughout the entire global credit spectrum.
	The Fund targets a wide range of investment opportunities, and will focus primarily on the following investment types:
	Corporate Direct Lending. The Fund invests in loans to middle market companies. The term “middle market” refers to companies with between $10.0 million and $150.0 million in annual earnings before interest, taxes, depreciation and amortization (“EBITDA”). However, the Fund may, from time to time, invest in larger or smaller companies. These investments will include senior secured floating-rate loans, as well as junior capital opportunities, such as second-lien loans, mezzanine debt and preferred equity, among others.

	Asset Based Finance. The Fund invests in asset-based finance, including, but not limited to, lending with respect to real estate, transportation, aviation, infrastructure, power and royalty assets, CLO debt and equity and other asset-backed securities. Asset-backed securities include, but are not limited to, residential mortgage-backed securities, commercial real estate-backed securities, collateralized mortgage obligations, aircraft leasing transactions and infrastructure transactions. Asset based finance may also include, among other things, significant risk transfers and loans and related debt instruments supported by consumer finance (such as loans or debt securities backed by credit card receivables or residential real estate loans), fund finance, or commercial finance (such as equipment leasing).
	Opportunistic Credit. The Fund invests in opportunistic credit investments, including mispriced assets during periods of market dislocation, the debt of distressed or stressed companies that may require a restructuring, and other distressed or stressed credit opportunities, which may include rescue financings, capital solution investments (including via equity investments) and debtor-in-possession (“DIP”) financing. Distressed debt opportunities are generally less liquid and trade at substantial discounts to par.
	More Liquid Investments. The Fund invests in syndicated bank loans, high-yield debt, exchange-traded funds, cash and cash equivalents. Syndicated bank loans, or leveraged loans, typically pay a floating rate of interest. Loans may be senior or subordinated and are generally secured by collateral of the issuer. High-yield bonds are corporate bonds rated below investment-grade. These investments may be secured or unsecured and typically pay fixed cash interest. The Fund may also invest in equity or equity-like securities (including, without limitation, preferred and common stock, publicly listed and privately placed equity, warrants and convertibles), as well as derivatives and hedges.

LEVERAGE

The Fund borrows money in connection with its investment activities—

i.e

., the Fund utilizes leverage. The

Fund may use leverage opportunistically and may choose to increase or decrease its leverage, or use

different types or combinations of leveraging instruments, at any time based on the Fund’s assessment of

market conditions and the investment environment. There can be no assurance that the Fund will use

leverage or that its leveraging strategy will be successful during any period in which it is employed. The

Fund will be limited in its ability to borrow (or guarantee other obligations) by the 1940 Act requirement

that a registered investment company must satisfy an “asset coverage” requirement of 300% of its

indebtedness (or 200% with respect to preferred equity), including amounts borrowed, measured at the

time the investment company incurs the indebtedness. This requirement means that the value of the

investment company’s total indebtedness may not exceed 33% the value of its total assets (including the

indebtedness) and the combined value of preferred stock and indebtedness may not exceed 50%. The

Fund may employ leverage representing approximately 20-33% of the Fund’s total assets.

BOARD OF TRUSTEES

The Board, including a majority of the members of the Board (each, a “Trustee”) that are considered

independent and are not “interested persons” (as defined in the 1940 Act) of the Fund, the Adviser or the

Sub-Adviser (collectively, the “Independent Trustees”), oversees the Fund’s management and operations.

See

“Management of the Fund.”

INVESTMENT

MANAGEMENT FEE

AND INCENTIVE FEE

Investment Management Fee.

Pursuant to the investment management agreement, dated as of February

28, 2025 (the “Investment Management Agreement”), by and between the Fund and the Adviser, and in

consideration of the advisory services provided by the Adviser to the Fund, the Adviser is entitled to an

investment management fee (the “Investment Management Fee”) measured as of the end of each month at

an annual rate of 1.00% of the Fund’s average daily net assets plus leverage. The Investment Management

Fee is payable monthly in arrears. The Investment Management Fee and Incentive Fee (as defined below)

paid to the Adviser will be paid out of the Fund’s assets. The Investment Management Fee is paid before

giving effect to any repurchase of Shares in the Fund effective as of that date and will decrease the net

profits or increase the net losses of the Fund.

Incentive Fee.

Pursuant to the Investment Management Agreement, and in further consideration of the

advisory services provided by the Adviser to the Fund, the Adviser is entitled to an incentive fee, calculated

and payable quarterly in arrears, of 15% of the Fund’s “Pre-Incentive Fee Net Investment Income” for the

immediately preceding quarter for each class of Shares, subject to a preferred return, or “hurdle,” of

1.50% of NAV (6.00% annualized) and a “catch-up” feature (the “Incentive Fee”). For this purpose,

“Pre-Incentive Fee Net Investment Income” means each Share class’s allocable share of interest income,

dividend income and any other income accrued during the fiscal quarter, minus each Share class’s

operating expenses for the quarter and the distribution and/or shareholder servicing fees (if any)

applicable to each share class accrued during the fiscal quarter. See

“Investment Management Fee and

Incentive Fee.”

	Sub-Advisory Fee
	In addition, pursuant to the sub-advisory agreement between the Adviser and Bain (the “Sub-Advisory Agreement”), the Adviser pays Bain 50% of the aggregate amount of the Investment Management Fee and Incentive Fee (the “Sub-Advisory Fee”) monthly or quarterly, respectively, in arrears based upon the Fund’s Investment Management Fee and Incentive Fee. The Sub-Advisory Fee is paid by the Adviser out of the Investment Management Fee and Incentive Fee.
	The Fund, the Adviser and its affiliates may share facilities common to each, which may include, without limitation, legal and accounting personnel, with appropriate proration of expenses between them. The Sub-Adviser or one or more of its affiliates is obligated to pay all expenses incurred by the Sub-Adviser in connection with its services under the Sub-Advisory Agreement.
	The Board periodically reviews the Investment Management Agreement and Sub-Advisory Agreement to determine, among other things, whether the fees payable under such agreements are reasonable in light of the services provided. If the Sub-Advisory Agreement is not continued by the Board or is terminated by the Board or the Adviser, the Investment Management Agreement shall be terminated at the time the Sub-Advisory Agreement is terminated.
	The Adviser and the Fund have entered into the Expense Limitation Agreement, under which the Adviser has contractually agreed to pay, absorb or reimburse certain expenses of the Fund to limit the Fund’s operating expenses (with the exclusions set forth below, the “Operating Expenses”), calculated and reimbursed on a Class-by-Class basis in respect of each of Class A, Class D, Class I, and Class IS with the exception of (i) interest, taxes, dividends tied to short sales, and brokerage commissions; (ii) underlying fund fees and expenses; (iii) other expenses attributable to, and incurred as a result of, the Fund’s investments; (iv) Incentive Fees; and (v) extraordinary expenses (including litigation expenses) not incurred in the ordinary course of the Fund’s business (as determined in the discretion of the Adviser), to no more than 2.85%, 2.50%, 2.00%, and 2.25% for Class A, Class D, Class I, and Class IS Shares, respectively, on an annualized basis, of the Fund’s average daily net assets (the “Operating Expense Limit”). In consideration of the Adviser’s agreement to reimburse certain of the Fund’s expenses, the Fund has agreed to repay the Adviser in the amount of any Fund expenses reimbursed in respect of each of Class A, Class D, Class I, and Class IS subject to the limitation that a reimbursement (a “Reimbursement Amount”) will be made only if and to the extent that the Fund is able to effect such payments to the Adviser and remain in compliance with: (i) the Operating Expense Limit in effect at the time the waiver or payment of the Reimbursement Amount occurred and (ii) the Operating Expense Limit in effect at the time such reimbursement is sought. The Expense Limitation Agreement will remain in effect through August 1, 2027, unless and until the Board approves its modification or termination. Thereafter, the Expense Limitation Agreement shall renew automatically for one year terms unless the Adviser provides written notice of termination of the Expense Limitation Agreement to the Fund at least ten (10) days prior to the end of the then current term. See “Fund Expenses—Expense Limitation Agreement” for additional information.

ADMINISTRATION EXPENSES	Pursuant to an amended and restated administration agreement (the “Administration Agreement”) between the Fund and The Lincoln National Life Insurance Company (the “Administrator”), the Administrator provides or procures administrative, support, shareholder and corporate-level services on behalf of the Fund.
	The Administrator is reimbursed for its costs to provide or procure the administrative and support services and is paid an asset-based fee for shareholder services and corporate-level services. The Administration Agreement may be terminated by either party without penalty upon 60 days’ written notice to the other party.

DISTRIBUTIONS	The Fund’s distribution policy is to make monthly distributions of the Fund’s net investment income to Shareholders. The Fund pays any realized net capital gains to its Shareholders on an annual basis. See “Distributions.”
	The Board reserves the right to change the Fund’s distribution policy from time to time.

DIVIDEND

REINVESTMENT PLAN

The Fund operates under a dividend reinvestment plan (“DRP”) administered by State Street Bank and

Trust Company (the “Transfer Agent”). Pursuant to the DRP, the Fund’s income, dividends, capital gains or

other distributions (each, a “Distribution” and collectively, “Distributions”), net of any applicable U.S.

withholding tax, are reinvested in the same class of Shares of the Fund.

Shareholders automatically participate in the DRP, unless and until an election is made to withdraw from

the DRP on behalf of a participating Shareholder. A Shareholder who does not wish to have Distributions

automatically reinvested may terminate its participation in the DRP by written instruction to that effect to

the Transfer Agent. Shareholders who elect not to participate in the DRP will receive all Distributions in

cash paid to the Shareholder of record (or, if the Shares are held in street or other nominee name, then to

such nominee). Such written instructions must be received by the Transfer Agent at least thirty (30) days

prior to the record date of the Distribution or the Shareholder will receive such Distribution in Shares

through the DRP. Under the DRP, the Fund’s Distributions to Shareholders are reinvested in full and

fractional Shares. See

“Distributions—Dividend Reinvestment Plan.”

PURCHASES OF

The Fund’s Shares are offered on a daily basis. Shares are offered through the Distributor at an offering

price equal to the Fund’s then-current NAV per Share, plus any applicable sales load. Please see

“Purchase of Shares”

and

“Plan of Distribution”

for purchase instructions and additional information.

Generally, the stated minimum initial investment by an investor in the Fund is $2,500 with respect to Class

A and Class D Shares, $1,000,000 with respect to Class I Shares, and $25,000 with respect to Class IS

Shares, which stated minimums may be reduced for certain investors. For all share classes, subsequent

investments may be made with at least $500, except for purchases made pursuant to the Fund’s DRP or as

otherwise permitted by the Fund. The Fund reserves the right to waive investment minimums. See

“Plan

of Distribution—Purchase Terms.”

PLAN OF DISTRIBUTION	The Distributor, located at 130 N. Radnor- Chester Rd., Radnor, PA 19087, serves as the Fund’s principal underwriter and acts as the Distributor of the Fund’s Shares on a best efforts basis, subject to various conditions. The Fund’s Shares are offered for sale through the Distributor at a price equal to the then-current NAV per Share plus any applicable sales load. The Distributor enters into selling agreements with other Financial Intermediaries (as defined below) for the sale and distribution of the Fund’s Shares.
	The Distributor is not required to sell any specific number or dollar amount of the Fund’s Shares, but will use its best efforts to solicit orders for the sale of the Shares from Financial Intermediaries. Shares of the Fund will not be listed on any securities exchange and the Distributor will not act as a market maker in Fund Shares.
	The Adviser or its affiliates, in the Adviser’s or such affiliate’s discretion and from their own resources, may pay additional compensation to broker-dealers and other financial intermediaries and their agents that have made arrangements with the Fund and are authorized to buy and sell Shares of the Fund (collectively, “Financial Intermediaries”) in connection with the sale of Shares (the “Additional Compensation”). In return for the Additional Compensation, the Fund may receive certain marketing advantages, including access to a Financial Intermediary’s representatives, placement on a list of investment options offered by Financial Intermediaries, or the ability to assist in training and educating the Financial Intermediary’s representatives. The Additional Compensation may differ among Financial Intermediaries in amount or in the manner of calculation. Payments of Additional Compensation may be fixed dollar amounts, be based on the aggregate value of outstanding Shares held by Shareholders introduced by the Financial Intermediary, or determined in some other manner. The receipt of Additional Compensation by a Financial Intermediary may create potential conflicts of interest between an investor and its Financial Intermediary who is recommending the Fund over other potential investments.

ERISA PLANS AND

OTHER TAX-EXEMPT

ENTITIES

Investors subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), and

other tax-exempt entities, including employee benefit plans, individual retirement accounts (“IRAs”),

401(k) plans and Keogh plans, may purchase Shares. Because the Fund is registered as an investment

company under the 1940 Act, the underlying assets of the Fund will not be considered to be “plan assets”

of the ERISA plans investing in the Fund for purposes of ERISA’s fiduciary responsibility and prohibited

transaction rules. Thus, neither the Fund, the Adviser nor the Sub-Adviser will be a fiduciary within the

meaning of ERISA with respect to the assets of any ERISA plan that becomes a Shareholder,

solely

as a

result of the ERISA plan’s investment in the Fund. See

“ERISA Considerations.”

UNLISTED CLOSED-END INTERVAL FUND STRUCTURE	The Fund is a closed-end fund that is operated as an interval fund. Closed-end funds differ from open-end funds (commonly known as mutual funds) in that investors in closed-end funds 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 currently 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 in the foreseeable future. Therefore, an investment in the Fund is not a liquid investment. To provide some liquidity to Shareholders, the Fund is structured as an “interval fund” and conducts quarterly repurchase offers for a limited amount of the Fund’s Shares (at least 5%).
	An investment in the Fund is suitable only for investors who can bear the risks associated with the limited liquidity of the Shares and should be viewed as a long-term investment. See “Types of Investments and Related Risks—Other Risks Relating to the Fund— Closed-end Interval Fund; Liquidity Risks ” and “Types of Investments and Related Risks—Other Risks Relating to the Fund— Repurchase Offers Risks .”
	The Fund believes that a closed-end structure is most appropriate for the Fund given the long-term nature of the Fund’s strategy. The Fund’s NAV per Share may be volatile. As the Shares are not traded, Shareholders will not be able to dispose of their Shares in the Fund, except through repurchases conducted through the share repurchase program, no matter how the Fund performs.

SHARE CLASSES

The Fund currently offers four different classes of Shares: Class A, Class D, Class I, and Class IS Shares.

An investment in any Share class of the Fund represents an investment in the same assets of the Fund.

However, the purchase restrictions, sales loads, and ongoing fees and expenses for each Share class are

different. The fees and expenses for the Fund are set forth in

“Summary of Fees and Expenses.”

Since

Shares are primarily available through Financial Intermediaries, if you are eligible to invest in more than

one class of Shares, your Financial Intermediary may help determine which Share class is most

appropriate for you. When selecting a Share class, you should consider which Share classes are available

to you, how much you intend to invest, how long you expect to own Shares and the total costs and

expenses associated with a particular Share class. See

“Summary of Fees and Expenses,” “Purchases of

Shares,”

and

“Plan of Distribution.”

Each investor’s financial considerations are different. You should speak with your Financial Intermediary to

help you decide which Share class is best for you based on your particular circumstances. Not all Financial

Intermediaries offer all classes of Shares. If your Financial Intermediary offers more than one class of

Shares, you should carefully consider which class of Shares to purchase and should address any

questions you may have with your Financial Intermediary before investing.

VALUATIONS

The Board is responsible for the oversight of the valuation of the Fund’s portfolio investments for which

market quotations are not readily available, as determined in good faith pursuant to the Fund’s valuation

policy and consistently applied valuation process. Pursuant to Rule 2a-5 under the 1940 Act, the Board

has designated the Adviser as its valuation designee to perform fair valuation determinations for the Fund

with respect to all Fund investments.

The Board has delegated the day-to-day responsibility of implementing the portfolio valuation process set

forth in the Fund’s valuation policy to the Adviser and has authorized the Adviser to engage independent

third-party pricing service providers and independent third-party valuation service providers. Portfolio

securities and other assets for which market quotes are readily available are valued at market value. In

circumstances where market quotes are not readily available, the Board has adopted methods for

determining the fair value of such securities and other assets. The Fund determines NAV per Share in

accordance with the methodology described in the Fund’s valuation policy. Valuations of Fund investments

are disclosed in reports publicly filed with the SEC.

The Fund calculates the NAV of each class of its Shares on a daily basis. In addition, the Fund publicly

reports the NAV per Share of each class of the Fund on its website on a daily basis. For information on the

Fund’s daily NAV, please call the Fund toll-free at 855-456-0067 or visit the Fund’s website at

https://

www.lincolnfinancial.com/public/professionals/productsandinsights/lincolnfinancialinvestments/

LincolnBainCapitalTotalCreditFund/fundmaterials

. Information contained on the Fund’s website is not

incorporated by reference into this Prospectus, and you should not consider such information to be part of

this Prospectus. As valuation designee, the Adviser is responsible for assessment and management of

valuation risks, establishment and application of fair value methodologies, testing of fair value

methodologies, and overseeing pricing services, as set forth in Rule 2a-5 under the 1940 Act. The Adviser

has adopted valuation procedures to govern the valuation of all Fund investments and is responsible for

maintaining records in accordance with Rule 31a-4 under the 1940 Act.

The Adviser will provide the Board with periodic reports, no less than quarterly, that discuss, among other

things, the fair valuation of the Fund’s assets, as applicable. The Adviser is responsible for the accuracy,

reliability and completeness of any market or fair market valuation determinations made with respect to

the Fund’s assets. See

“Determination of Net Asset Value.”

SHARE REPURCHASE PROGRAM	The Shares have no history of public trading, nor is it intended that the Shares will be listed on a public exchange at this time. No secondary market is expected to develop for the Fund’s Shares.
	The Fund is an “interval fund,” a type of fund which, to provide some liquidity to Shareholders, makes quarterly repurchase offers for between 5% and 25% of the Fund’s outstanding Shares at NAV, pursuant to Rule 23c-3 under the 1940 Act, unless such offers are suspended or postponed in accordance with regulatory requirements (as discussed below). Under normal market conditions, the Fund currently offers to repurchase 5% of its outstanding Shares at NAV on a quarterly basis. The offer to purchase Shares is a fundamental policy that may not be changed without the vote of the holders of a majority of the Fund’s outstanding voting securities (as defined in the 1940 Act). Written notification of each quarterly repurchase offer (the “Repurchase Offer Notice”) will be sent to Shareholders at least 21 calendar days before the repurchase request deadline (i.e., the date by which Shareholders must tender their Shares in response to a repurchase offer) (the “Repurchase Request Deadline”); however, the Fund will seek to provide such Repurchase Offer Notice earlier but no more than 42 calendar days before the Repurchase Request Deadline. The NAV will be calculated on the repurchase pricing date, which will be no later than the 14th calendar day (or the next business day if the 14th calendar day is not a business day) after the Repurchase Request Deadline (the “Repurchase Pricing Date”). The Fund’s NAV may fluctuate between the date you submit your repurchase request and the Repurchase Request Deadline and may also fluctuate to the extent there is any delay between the
	Repurchase Request Deadline and the Repurchase Pricing Date. The Fund will distribute payment to Shareholders within seven calendar days after the Repurchase Pricing Date. The Fund’s Shares are not listed on any securities exchange, and the Fund anticipates that no secondary market will develop for its Shares. Accordingly, you may not be able to sell Shares when and/or in the amount that you desire. Thus, the Shares are appropriate only as a long-term investment. If a repurchase offer is oversubscribed and the Fund determines not to repurchase additional Shares beyond the repurchase offer amount, or if Shareholders tender an amount of Shares greater than that which the Fund is entitled to purchase, the Fund will repurchase the Shares tendered on a pro rata basis, and Shareholders will have to wait until the next repurchase offer to make another repurchase request. In addition, the Fund’s repurchase offers may subject the Fund and Shareholders to special risks. See “Share Repurchase Program,” “Types of Investments and Related Risks—Other Risks Relating to the Fund— Closed-end Interval Fund; Liquidity Risks ” and “Types of Investments and Related Risks—Other Risks Relating to the Fund—Repurchase Offers Risks.”

SUMMARY OF

TAXATION

The Fund has elected to be treated for U.S. federal income tax purposes, and intends to qualify annually, as

a regulated investment company (“RIC”) under Subchapter M of the Internal Revenue Code of 1986, as

amended (the “Code”). As a RIC, the Fund generally will not be subject to corporate-level U.S. federal

income taxes on any net ordinary income or capital gains that is currently distributed as dividends for U.S.

federal income tax purposes to Shareholders, as applicable. To maintain its treatment as a RIC for U.S.

federal income tax purposes, the Fund is required to meet certain specified source-of-income and asset

diversification requirements, and is required to distribute dividends for U.S. federal income tax purposes

of an amount at least equal to 90% of the sum of its net ordinary income and realized net short-term

capital gains in excess of realized net long-term capital losses each tax year to Shareholders, as applicable.

See

“Tax Aspects”

and

“Distributions.”

FISCAL YEAR

For accounting purposes, the Fund’s fiscal year is the 12-month period ending on March 31.

REPORTS TO

SHAREHOLDERS

As soon as practicable after the end of each calendar year, a statement on Form 1099-DIV identifying the

sources of the distributions paid by the Fund to Shareholders for tax purposes will be furnished to

Shareholders subject to Internal Revenue Service (“IRS”) reporting. In addition, the Fund will prepare and

transmit to Shareholders an unaudited semi-annual and an audited annual report within 60 days after the

close of the period for which the report is being made, or as otherwise required by the 1940 Act.

RISK FACTORS	Investing in the Fund involves risks, including the risk that a Shareholder may receive little or no return on their investment or that a Shareholder may lose part or all of their investment. Below is a summary of some of the principal risks of investing in the Fund. For a more complete discussion of the risks of investing in the Fund, see “Types of Investments and Related Risks.” Shareholders should consider carefully the following principal risks and other risks described in this Prospectus before investing in the Fund:
	• Unlike most closed-end funds, the Fund’s Shares will not be listed on any securities exchange;
	• Although the Fund has implemented a quarterly share repurchase program, there is no guarantee that an investor will be able to sell all of the Shares that the investor desires to sell. The Fund should therefore be considered to offer limited liquidity;
	• The Fund is exposed to risks associated with changes in interest rates;
	• The Fund’s distributions may be funded from offering proceeds or borrowings, which may constitute a return of capital and reduce the amount of capital available to the Fund for investment. Any capital returned to Shareholders through distributions will be distributed after payment of fees and expenses, as well as any applicable sales load;
	• Because bank loans are not typically registered under the federal securities laws like stocks and bonds, investors in loans have less protection against improper practices than investors in registered securities;
	• The Fund’s investments in securities and other obligations of companies that are experiencing distress involve a substantial degree of risk, require a high level of analytical sophistication for successful investment and require active monitoring;
	• The Fund may invest a portion of its assets in securities and credit instruments associated with real assets, including infrastructure, aviation and real estate, which have historically experienced substantial price volatility;
	• The Fund may invest a portion of its assets in securities and credit instruments of companies in the real estate industry, which has historically experienced substantial price volatility;
	• Below investment grade instruments (also known as “high-yield” securities or “junk bonds”) have predominantly speculative characteristics and may be particularly susceptible to economic downturns, which could cause losses;
	• Certain investments will be exposed to the credit risk of the counterparties with whom the Fund deals;
	• The valuation of securities or instruments that lack a central trading place (such as fixed-income securities or instruments) may carry greater risk than those that trade on an exchange;
	• Derivative investments have risks, including the imperfect correlation between the value of such instruments and the underlying assets of the Fund;
	• The Fund may be materially adversely affected by market, economic and political conditions and natural and man-made disasters, including pandemics, epidemics, threatened or actual wars or military conflicts, terrorism, economic sanctions (including tariffs) and supply chain disruptions, globally and in the jurisdictions and sectors in which the Fund invests;
	• Non-U.S. securities may be traded in undeveloped, inefficient and less liquid markets and may experience greater price volatility and changes in value. Changes in foreign currency exchange rates may adversely affect the U.S. dollar value of and returns on foreign denominated investments;

	• CLOs may present risks similar to those of other types of debt obligations and, in fact, such risks may be of greater significance in the case of CLOs depending upon the Fund’s ranking in the capital structure. In certain cases, losses may equal the total amount of the Fund’s principal investment. Investments in structured vehicles, including equity and junior debt securities issued by CLOs, involve risks, including credit risk and market risk;
	• The Fund may borrow money, including through the use of preferred shares, which magnifies the potential for gain or loss on amounts invested, subjects the Fund to certain covenants with which it must comply and may increase the risk of investing with the Fund; and
	• To qualify and remain eligible for the special tax treatment accorded to RICs and their shareholders under the Code, the Fund must meet certain source-of-income, asset diversification and annual distribution requirements, and failure to do so could result in the loss of RIC status.
	Accordingly, the Fund should be considered a speculative investment that entails substantial risks, and a prospective investor should invest in the Fund only if they can sustain a complete loss of their investment.

Summary of Fees and Expenses

The following table illustrates the aggregate fees and expenses that the Fund expects to incur and that Shareholders can expect to

bear directly or indirectly.

	Class A	Class D	Class I	Class IS
SHAREHOLDER TRANSACTION FEES
Maximum sales load imposed on purchases (1)	3.00%	3.50%	None	None
Maximum early repurchase fee (2)	2.00%	2.00%	2.00%	2.00%

ANNUAL FUND EXPENSES (as a percentage of average net assets attributable to Shares)
Investment Management Fee (3)	1.33%	1.33%	1.33%	1.33%
Incentive Fee (4)	1.13%	1.13%	1.13%	1.13%
Interest payments on borrowed funds and securities sold short (5)	2.10%	2.10%	2.10%	2.10%
Other expenses (6)	2.16%	2.16%	2.16%	2.16%
Distribution Fees (12b-1) (7)	0.60%	0.25%	None	None
Shareholder Services Fee (8)	0.25%	0.25%	None	0.25%
Acquired Fund Fees and Expenses (9)	0.62%	0.62%	0.62%	0.62%
Total annual fund expenses	8.19%	7.84%	7.34%	7.59%
Expense reimbursement (10)	(1.49%)	(1.49%)	(1.49%)	(1.49%)
Total annual fund expenses after expense reimbursement (10)	6.70%	6.35%	5.85%	6.10%

(1)

Investors purchasing Class A Shares may be charged a front-end sales load of up to 3.00% of the investor’s purchase. Investors purchasing Class D Shares may

be charged a front-end sales load of up to 3.50% of the investor’s purchase. The table assumes the maximum sales load is charged. The Distributor may, in its

discretion, waive all or a portion of the sales load for certain investors. While Class I and Class IS Shares do not charge a front-end sales load, if you purchase

Class I or Class IS Shares through certain Financial Intermediaries, such Financial Intermediaries may directly charge you transaction or other fees in such

amount as they may determine. Please consult your

Financial Intermediary

for additional information. See

“Purchase of Shares”

and

“

Plan of Distribution.

”

(2)

A 2.00% early repurchase fee payable to the Fund will be charged with respect to the repurchase of an investor’s Shares at any time prior to the day immediately

preceding the one-year anniversary of an investor’s purchase of the Shares (on a “first in-first out” basis) (“Early Repurchase Fee”). An Early Repurchase Fee payable

by an investor may be waived by the Fund, in circumstances where the Board determines that doing so is in the best interests of the Fund and that will not

discriminate unfairly against any investor. The Early Repurchase Fee will be retained by the Fund for the benefit of the remaining investors. See

“

Share Repurchase

Program.

”

(3)

The

Investment

Management Fee paid by the Fund is calculated at the annual rate of 1.00% of the Fund’s gross assets, which includes assets purchased with borrowed

money. The table above assumes that the Fund borrows money for investment purposes at an average amount of 33% of its net assets (i.e., gross assets

are expected to be 133% of net assets). If the Fund borrows to a lesser extent or not at all, the

Investment

Management Fee would decrease as a percentage of

Fund net assets. See

“

Summary of Terms — Leverage

”

(

)

The Fund may have net investment income that could result in the payment of an incentive fee in the first year of investment operations. The Incentive Fee is 15%

of the Fund’s Pre-Incentive Fee Net Investment Income in excess of the Hurdle Amount (defined below). The Fund expects the Incentive Fee the Fund pays to

increase to the extent the Fund earns greater income. The Incentive Fee, calculated and payable quarterly in arrears, is determined for each share class as follows:

(i) no Incentive Fee is payable for any calendar quarter in which the class’s Pre-Incentive Fee Net Investment Income does not exceed 1.50% of that class’s

beginning-of-quarter NAV (the “Hurdle Amount”); (ii) 100% of the class’s Pre-Incentive Fee Net Investment Income that exceeds the Hurdle Amount but is less

than 1.765% of NAV (the “Catch-Up Amount”) is payable to the Adviser, so that the cumulative Incentive Fee for the quarter equals 15% of the class’s total Pre-

Incentive Fee Net Investment Income once the Catch-Up Amount is reached; and (iii) 15% of the class’s Pre-Incentive Fee Net Investment Income that exceeds

1.765% of NAV in the quarter is payable to the Adviser.

Incentive Fees are based on estimated amounts for

the Fund

s current fiscal year

Incentive Fees

may

accrue to the extent the Fund earns net investment income. For example, if the Fund achieves net investment income of 1.5% of NAV for a quarter, no incentive

fees would be payable because the Hurdle Amount was not exceeded. If instead the Fund achieved net investment income of 2.5% of net assets in a quarter, an

incentive fee equal to approximately 0.375% of Fund net assets would be payable. See “

Investment Management Fee and Incentive Fee — Incentive Fee

” for

more information concerning the incentive fees.

(

)

These expenses represent estimated interest payments the Fund expects to incur in connection with its

credit facility and short sales during the current fiscal year.

See

“

Summary of Terms — Leverage

”

. The amount shown in the table above is based on the assumption that the Fund borrows money for investment purposes

at an average amount of 33% of its net assets.

The Fund currently borrows under a credit facility with Citibank, N.A. See “Types of Investments and Related Risks

– Use of Leverage: Risk of Borrowing by the Fund.

(

)

Other expenses are based on estimated amounts for the current fiscal year and include accounting, custody, transfer agency, legal, valuation agent, pricing vendor

and auditing fees of the Fund and fees payable to the Independent Trustees, as well as payments to the Administrator to provide or procure administrative and

support services and corporate-level services under the Administration Agreement with The Lincoln National Life Insurance Company.

(

)

Class A Shares will pay to the Distributor a distribution fee that will accrue at an annual rate equal to 0.60% of the aggregate NAV as of the beginning of the first

calendar day of each applicable month attributable to Class A Shares. Class D Shares will pay to the Distributor a distribution fee that will accrue at an annual rate

equal to 0.25% of the aggregate NAV as of the beginning of the first calendar day of each applicable month attributable to Class D Shares (as applicable, the “Distribution

Fee”). See “

Plan of Distribution

”.

(

)

Class A, Class D, and Class IS Shares charge a shareholder services fee of up to 0.25% per year (the “Shareholder Services Fee”) under the Administration

Agreement with The Lincoln National Life Insurance Company. Such services include, but are not limited to, responding to operational inquiries from Shareholders;

processing purchase, redemption and exchange orders with the Fund’s transfer agent; and providing Shareholders with automatic investment services,

including investments in Fund.

(

)

Acquired Fund Fees and Expenses (“AFFE”) are the indirect costs of investing in other investment companies and other pooled investment vehicles. AFFE are estimated

for the Fund’s current fiscal year based on historic fees and expenses. AFFE may include an incentive allocation or other fee based on income, capital gains

and/or appreciation (an “Incentive Allocation”) payable to the adviser of an acquired fund. While the amount of such fees vary by acquired fund, performance

fees, if charged, tend to be approximately 10-20% of the acquired fund’s profits above a hurdle rate (a minimum rate of return). Future AFFE may be substantially

higher or lower because certain fees are based on the performance of the acquired funds, which may fluctuate over time.

(10)

The Adviser and the Fund have entered into the Expense Limitation Agreement under which the Adviser has agreed contractually to pay, absorb or reimburse certain

expenses of the Fund to limit the Fund’s Operating Expenses, calculated and reimbursed on a Class-by-Class basis in respect of each of Class A, Class D,

Class I, and Class IS with the exception of (i) interest, taxes, dividends tied to short sales, and brokerage commissions; (ii) underlying fund fees and expenses;

(iii) other expenses attributable to, and incurred as a result of, the Fund’s investments; (iv) Incentive Fees; and (v) extraordinary expenses (including litigation

expenses) not incurred in the ordinary course of the Fund’s business (as determined in the discretion of the Adviser), to no more than 2.85%, 2.50%, 2.00%, and

2.25% for Class A, Class D, Class I, and Class IS Shares, respectively, on an annualized basis, of the Fund’s average daily net assets (the “Operating Expense

Limit”).

In consideration of the Adviser’s agreement to reimburse certain of the Fund’s expenses, the Fund has agreed to repay the Adviser a Reimbursement Amount in

respect of each of Class A, Class D, Class I, and Class IS for three years after a reimbursement, subject to the limitation that a reimbursement will be made only if

and to the extent that the Fund is able to effect such payments to the Adviser and remain in compliance with: (i) the Operating Expense Limit in effect at the time

the waiver or payment of the Reimbursement Amount occurred and (ii) the Operating Expense Limit in effect at the time such reimbursement is sought. The

Expense Limitation Agreement will remain in effect through August 1, 2027, unless and until the Board approves its modification or termination. Thereafter, the

Expense Limitation Agreement shall renew automatically for one

year terms unless the Adviser provides written notice of termination of the

Expense Limitation

Agreement to the Fund at least ten (10) days prior to the end of the then current term. See “Fund Expenses — Expense Limitation Agreement” for additional

information.

Example:

The following example demonstrates the projected dollar amount of total expenses that would be incurred over various periods with

respect to a hypothetical investment in Shares. In calculating the following expense amounts, the Fund has assumed its direct and

indirect annual operating expenses would remain at the percentage levels set forth in the table above (except that the example incorporates

the expense reimbursement arrangement for only the

first year

An investor would pay the following expenses on a $1,000 investment, assuming a 5.0% annual return:

	1 Year	3 Years	5 Years	10 Years
Class A	$ 84	$ 217	$ 345	$ 643
Class D	$ 86	$ 212	$ 335	$ 624
Class I	$ 47	$ 170	$ 290	$ 578
Class IS	$ 50	$ 177	$ 301	$ 594

The example above excludes the Early Repurchase Fee, which would apply if Shares were repurchased within one year of their purchase.

While the example assumes a 5.0% annual return, as required by the SEC, the Fund’s performance will vary and may result in a

return greater or less than 5.0%. The Fund pays an Incentive Fee on returns exceeding an annual rate of 6.00%. If the Fund achieves

sufficient returns to trigger an incentive fee, both returns to Fund Shareholders and expenses would be higher. The example assumes

the maximum sales load is charged on Class A and Class D Shares. For a more complete description of the various fees and expenses

borne directly and indirectly by the Fund, see

“Fund Expenses”

and

“Investment Management Fee and Incentive Fee.” This

example should not be considered a representation of future expenses, and actual expenses (including the cost of debt, if any,

and other expenses) may be greater or less than those shown.

Senior Securities

Information about the Fund’s senior securities as of the date indicated below is shown in the following table.

Class & Year Ended	Total Amount Outstanding Exclusive of Treasury Securities (in Thousands) (1)	Asset Coverage Per Unit (2)	Involuntary Liquidating Preference Per Unit (3)	Average Market Value Per Unit (4)
Credit Facility (Citibank, N.A)
March 31, 2026	$ 28,000	$ 10,054	N/A	N/A

(1)

Total amount of each class of senior securities outstanding at principal value at the end of the period presented.

(2)

The asset coverage ratio for a class of senior securities representing indebtedness is calculated as our consolidated total assets, less all liabilities and indebtedness

not represented by senior securities, divided by total senior securities representing indebtedness.

(3)

The amount to which such class of senior securities would be entitled upon our involuntary liquidation in preference to any security junior to it. The “N/A“ in this

column indicates that the SEC expressly does not require this information to be disclosed for certain types of senior securities.

(4)

Not applicable to senior securities outstanding as of period end.

The Fund

The Fund is a

non-diversified, closed-end management investment company that is registered under the 1940 Act. The Fund is structured

as an “interval fund” and continuously offers its Shares. The Fund was organized as a Delaware statutory trust on December 12,

2024 and has limited operating history.

The principal office of the Fund is located at 1301 South Harrison Street, Fort Wayne, Indiana 46802 and its telephone number is 855-456-0067.

The Fund’s investment objective is to seek high risk-adjusted returns across various market cycles with a focus on current income.

There can be no assurance that the Fund will achieve its investment objective. The Fund’s investment objective may be changed without

Shareholder approval.

The Fund seeks to achieve its investment objective by primarily investing in a globally varied portfolio of liquid and illiquid credit

investments.

Under normal circumstances,

credit investments will represent at least 80% of the Fund’s net assets, including borrowings

for investment purposes. Credit investments represent a claim on a borrower’s obligation to repay principal or interest. Credit

investments

may include, among other things, directly originated loans, secured and unsecured floating and fixed rate syndicated

loans and securities, corporate bonds (both investment grade and below investment grade), debt and equity

tranches of collateralized

loan obligations

(“

CLOs

”)

and other credit-focused vehicles, asset-backed securities, real estate loans, asset-based lending, specialty

finance, opportunistic credit, other credit investments

(for example

notes,

bills

debentures

repurchase agreements

government and

municipal obligations (including those issued or guaranteed by the U.S. Treasury

government agencies

state and foreign

governments))

and exchange

traded funds

(“

ETFs”

)

For a further discussion of the Fund’s principal investment strategies, see

“Investment Objective, Opportunities and Strategies.”

The Adviser maintains an Investment Committee, which oversees the allocation of the Fund’s assets, the amount of leverage used by

the Fund and various other investment matters, including providing a framework, maintaining oversight of risk and performance metrics

and evaluating the investment process. See

“The Adviser”

The Sub-Adviser is responsible for day-to-day management of the Fund’s portfolio. See

“The Sub-Adviser.”

Responsibility for overseeing the Fund’s investment program, management, and operation is vested in the Board.

The Adviser

Lincoln Financial Investments Corporation, an investment adviser registered with the SEC under the Advisers Act, serves as the Fund’s

adviser. A discussion regarding the basis for the Board’s approval of the Investment Management Agreement

available in the Fund’s

annual

report on Form N-CSR

dated March 31, 2025

. As of

March

31,

2026

, the Adviser had approximately $

116.3

billion in assets

under management. The Adviser is located at 150 N. Radnor-Chester Road, Radnor, PA 19087 and is a wholly owned subsidiary of

The Lincoln National Life Insurance Company (“Lincoln Life”). Lincoln Life is an insurance company organized under Indiana law and

is a wholly-owned subsidiary of Lincoln National Corporation (“LNC”). LNC is a publicly-held insurance holding company organized

under Indiana law. Through its subsidiaries, LNC provides nationwide insurance and financial services.

The Sub-Adviser

BCSF Advisors, LP (the “Sub-Adviser” or “Bain”), an investment adviser registered with the SEC under the Advisers Act, serves as the

Fund’s sub-adviser. As of

March

31,

2026

, the Sub-Adviser had approximately $

3.6

billion in assets under management. As of

March

31,

2026

, Bain Capital Credit, LP, the Sub-Adviser’s ultimate beneficial owner, had approximately $

67.8

billion in assets under management.

The Sub-Adviser’s principal place of business is 200 Clarendon Street, Boston, MA 02116.

Use of Proceeds

The proceeds from the sale of Shares, not including the amount of any applicable sales loads paid by investors and net of the Fund’s

fees and expenses, are invested by the Fund to pursue its investment program and strategies.

The Fund has already commenced investment operations and expects to invest the proceeds obtained by it to pursue its investment

program after receipt thereof, investing the proceeds first in more liquid instruments, then in other strategies as opportunities become

available to the Fund. Certain investments may be delayed if suitable opportunities are unavailable or for other reasons, such as market

volatility and lack of liquidity. Pending utilization, the Fund may hold uninvested capital in the form of cash and cash equivalents,

including money market investments.

Investment Objective, Opportunities and Strategies

Investment Objective

The Fund’s investment objective is to seek high risk-adjusted returns across various market cycles with a focus on current income.

There can be no assurance that the Fund will achieve its investment objective.

Investment Opportunities and Strategies

The Fund seeks to achieve its investment objective by primarily investing in a globally varied portfolio of liquid and illiquid credit

investments.

Under normal circumstances,

credit investments will represent at least 80% of the Fund’s net assets, including borrowings

for investment purposes. Credit investments represent a claim on a borrower’s obligation to repay principal or interest. Credit

investments

may include, among other things, directly originated loans, secured and unsecured floating and fixed rate syndicated

loans and securities, corporate bonds (both investment grade and below investment grade), debt and equity

tranches of collateralized

loan obligations

(“

CLOs

”)

and other credit

focused vehicles, asset-backed securities, real estate loans, asset-based lending, specialty

finance, opportunistic credit, other credit investments

(for example

notes,

bills

debentures

repurchase agreements

government

and

municipal

obligations

(

including those issued or

guaranteed by the

U.S.

Treasury,

.S.

government agencies,

state

and

foreign governments))

and exchange-

traded funds

(“

ETFs”

)

The Fund will seek to capitalize on investments across a number of different credit and income focused investment strategies pursued

by the Sub-Adviser. These strategies seek to also capitalize on market inefficiencies and relative value opportunities throughout the

entire global credit spectrum.

The Fund targets a wide range of investment opportunities, and will focus primarily on the following investment types:

Corporate Direct Lending

. The Fund

invests

in loans to middle market companies. The term “middle market” refers to companies

with between $10.0 million and $150.0 million in annual earnings before interest, taxes, depreciation and amortization (“EBITDA”).

However, the Fund may, from time to time, invest in larger or smaller companies. These investments may include senior secured

floating-rate loans, as well as junior capital opportunities, such as second-lien loans, mezzanine debt and preferred equity, among

others.

Asset Based Finance

. The Fund

invests

in asset-based finance, including, but not limited to, lending with respect to real estate, transportation,

aviation, infrastructure, power and royalty assets, CLO debt and equity and other asset-backed securities. Asset-backed

securities include, but are not limited to, residential mortgage-backed securities, commercial real estate-backed securities, collateralized

mortgage obligations, aircraft leasing transactions and infrastructure transactions. Asset based finance may also include, among

other things, significant risk transfers and loans and related debt instruments supported by consumer finance (such as loans or debt

securities backed by credit card receivables or residential real estate loans), fund finance, commercial finance (such as equipment

leasing).

Opportunistic Credit

. The Fund

invests

in opportunistic credit investments, including mispriced assets during periods of market dislocation,

the debt of distressed or stressed companies that may require a restructuring, and other distressed or stressed credit opportunities,

which may include rescue financings, capital solution investments (including via equity investments) and debtor-in-possession

(“DIP”) financing. Distressed debt opportunities are generally less liquid and trade at substantial discounts to par.

More Liquid Investments

. The Fund

invests

in syndicated bank loans, high yield debt, exchange-traded funds, and cash and cash

equivalents. Syndicated bank loans, or leveraged loans, typically pay a floating rate of interest. Loans may be senior or subordinated

and are generally secured by collateral of the issuer. High-yield bonds are corporate bonds rated below investment-grade. These

investments may be secured or unsecured and typically pay fixed cash interest. The Fund may also invest in equity or equity-like

securities (including, without limitation, preferred and common stock, publicly listed and privately placed equity, warrants and convertibles),

as well as derivatives and hedges.

The Fund’s 80% policy with respect to investments in credit investments is not fundamental

The Fund may change its 80%

policy

without Shareholder approval

if the Fund conducts a repurchase offer to allow Shareholders to redeem shares in advance of changing

the policy,

the Fund provides Shareholders at least

sixty (60) days’

prior written notice of any change to the policy in advance of such

repurchase offer in

the manner prescribed by the SEC

and the repurchase offer is not oversubscribed

Derivative instruments

used by

the

Fund may be

counted towards the Fund’

80%

policy

discussed above

to the extent

they provide investment exposure to

investments

included within that policy

or to one or more of the market risk factors associated with investments included in that policy

Other Investment Strategies

The Fund may also invest in notes, bills, debentures, convertible and preferred securities, government and municipal obligations and

other credit instruments with similar economic characteristics. In addition, from time to time, the Fund may invest in or hold common

stock and other equity securities incidental to the purchase or ownership of a credit investment or in connection with a reorganization

of a borrower. The Fund may engage in short sales. The Fund may use derivatives to gain investment exposure to credit instruments,

provide downside protection and to dampen volatility. In particular, the Fund expects to seek to hedge all or a portion of the Fund’s

foreign currency risk through the use of foreign currency forward contracts.

Derivatives may allow the Fund to increase or decrease

the level of risk to which the Fund is exposed more quickly and efficiently than transactions in other types of instruments. The Fund

may invest in securities of other investment companies, including ETFs, to the extent that these investments are consistent with the

Fund’s investment objective, strategies and policies and permissible under the 1940 Act or any applicable exemption therefrom. The

Fund may invest in other investment companies to gain broad market or sector exposure, including during periods when it has large

amounts of uninvested cash or when the Fund believes share prices of other investment companies offer attractive values.

Other Characteristics

Foreign Instruments.

The Fund expects to make investments in non-U.S. entities. The Fund reserves the right to purchase securities

that are foreign currency denominated. Some non-U.S. securities may be less liquid and more volatile than securities of comparable

U.S. issuers. Factors considered in determining whether an issuer may be deemed to be from a particular foreign country or geographic

region include, among others, the issuer’s principal trading market, the country in which the issuer was legally organized, and

whether the issuer derives a substantial portion of its operations or assets from a particular country or region or derives a substantial

portion of its revenue or profits from businesses, investments or sales outside of the United States.

Illiquid and Restricted Securities.

The Fund invests in instruments that, at the time of investment, are illiquid (generally, those securities

that cannot be disposed of within seven days in the ordinary course of business at approximately the value at which the Fund

has valued the securities). The Fund may also invest, without limit, in securities that are unregistered (but are eligible for purchase

and sale by certain qualified institutional buyers) or are held by control persons of the issuer and securities that are subject to contractual

restrictions on their resale.

Cash and Short-Term Investments.

The Fund may invest its cash balances in money market instruments, U.S. government securities,

commercial paper, certificates of deposit, repurchase agreements and other high-quality debt instruments maturing in one year or

less, among other instruments. In addition, and in response to adverse market, economic or political conditions, the Fund may invest

in high-quality fixed income securities, money market instruments and money market funds or may hold significant positions in cash

or cash equivalents for defensive purposes.

Overview of Investment Process

The Fund is principally managed by Bain’s Credit team, with three Portfolio Managers. Bain’s Credit team benefits from the perspectives

and expertise of groups across various Bain Capital, LP (“Bain Capital”) business units. The Portfolio Management team provides

day-to-day management of the Fund, with substantial input from the Asset Allocation team. The Asset Allocation team consists

of the Portfolio Management team and multiple senior leaders from across the platform and is charged with setting strategic asset

allocation and risk exposure for the Fund. Portfolio construction is conducted with input from investment teams across the Credit

platform. Portfolio Managers collectively determine investment selection, sector allocation, and risk exposure, for which the Risk and

Oversight Committee provides additional support and monitoring. Given the Fund’s broad mandate, Portfolio Managers rely on investment

recommendations from other Bain Capital teams.

Investment opportunities are sourced through the appropriate teams, which follow their own rigorous processes to analyze and

approve investments. While the Fund will only participate in investments that are approved by those teams, Portfolio Management has

full discretion on which deals are included in the portfolio.

Idea Generation and Bottom-Up Fundamental Analysis.

Bain Capital Credit’s large and experienced investment teams generate

investment opportunities through their long-standing relationships with companies, sponsors and broader market participants. As

one of 12 business units at Bain Capital, Bain Capital Credit benefits from the power of the global Bain Capital platform to generate

and evaluate investment ideas. Bain’s diligence process begins with fundamental bottom-up analysis that focuses on both the individual

investment opportunity as well as the broader industry dynamics that shape the investment. Bain believes that broader industry

analysis is highly relevant to making successful credit investments and therefore has built one of the largest industry focused credit

teams.

Industry specialists conduct detailed quantitative and qualitative analysis at both the industry and issuer level using proprietary

research, onsite visits with management teams and sponsors, third party independent research and interviews, industry conferences,

channel checks, and conversations with industry specialists, among other tools. Bain’s approach to making investments generally

involves evaluating the following investment characteristics: market definition, market size and growth prospects, competitive analysis,

historical financial performance, margin analysis and cost structure, quality of earnings, capital structure, access to capital markets,

and regulatory, tax, and legal matters. Bain also places significant emphasis on the quality and track record of the controlling

shareholders and management teams. Bain’s depth of sponsor relationships and deep experience with banks also provide an advantage

in terms of sourcing and securing deals. The ultimate goal is to establish a well-rounded and thoughtful opinion of a particular

industry, issuer, and/or specific deal. It is the depth and quality of this analysis that is central to Bain’s diligence process.

Investment Approval.

The Portfolio Managers have discretion to select investments for the Fund from across the Bain Credit platform.

The team recommending an investment will typically create a credit pack or memo, full model, and capital structure legal analysis.

The approval process for a specific investment varies and is determined by the type and geographic location of the investment. In

general, to be approved the investment must be presented to a credit committee consisting of senior investment professionals. This

flexible approach provides a rigorous investment decision making process that Bain expects to enable the Fund to be nimble across a

variety of market environments while still maintaining high credit underwriting standards

Dynamic Asset Allocation.

The credit markets are continuously evolving, so the Fund is designed to be dynamic. The Asset Allocation

team, along with the Portfolio Management team, follows a top-down framework intended to inform our positioning over the credit

cycle. The Asset Allocation team meets frequently to discuss multiple factors, which generally fall into the following three categories:

macroeconomic environment, relative value, and risk management. Through an assessment and discussion of these investment factors,

the team determines strategic asset allocation and risk exposure. The Portfolio Management team is then charged with day-to-day

management of the strategy.

Additionally, Bain’s Risk and Oversight Committee conducts regular analyses on the exposure of the Fund to macroeconomic risks.

The Portfolio Managers meet periodically with the Risk and Oversight Committees to discuss the portfolio positioning and any inherent

macro level risks.

Risk Management.

The Portfolio Management team is primarily responsible for portfolio risk, looking first and foremost at individual

credit risk. The Portfolio Management Team continuously updates its views on credits and maintain a vast database of quantitative

and qualitative issuer information. In order to maintain a holistic view of market risks, the Portfolio Management team constantly

engages in dialogue with groups across Bain Capital, which facilitates timely decisions around asset class and sector rotation. In addition,

the Portfolio Managers monitor risk by looking at a wide variety of metrics across the portfolios to determine overall risk exposure

at the deal level, industry level, and fund level, including but not limited to: issuer concentration, industry concentration, asset

class mix, leverage, asset spreads, asset ratings distributions, and asset durations, among others.

To complement portfolio risk monitoring, Bain conducts a proprietary analysis to assess financial system risk, relative and absolute

asset class valuations, performance monitoring, and fundamental economic trends at the macro level. This analysis is distributed

internally to investment professionals and highlights important trends and potential concerns in the market. Portfolios are also monitored

via a series of reports, including daily risk and daily fund performance reports.

Finally, the Risk and Oversight Committee is responsible for monitoring and reviewing risk management, including portfolio risk,

counterparty risk, and firm-wide risk issues. Portfolio Managers meet with the Risk and Oversight Committee on a periodic and

ad-hoc basis. Many factors of risk are considered including counterparty exposure, asset allocation, investor base, and returns.

Types of Investments and Related Risks

Prospective investors should carefully consider the risk factors described below

before deciding on whether to make an investment in

the Fund. The risks set out below are not the only risks the Fund faces. Additional risks and uncertainties not currently known to the

Fund or that the Fund currently deems to be immaterial also may materially adversely affect the Fund’s business, financial condition

and/or operating results. If any of the following events occur, the Fund’s business, financial condition, and results of operations could

be materially adversely affected. In such case, the NAV of the Fund’s Shares could decline, and investors may lose all or part of their

investment.

Risks Relating to Investment Strategies, Fund Investments, and the Fund’s Investment Program

Nature of the Fund’s Investments.

The Fund has a very broad mandate with respect to the type and nature of investments in which it

participates. While some of the loans in which the Fund will invest may be secured, the Fund expects to also invest in debt and equity

securities that are either unsecured and subordinated to substantial amounts of senior indebtedness, or a significant portion of which

may be unsecured. In such instances, the ability of the Fund to influence an issuer’s affairs, especially during periods of financial distress

or following an insolvency is likely to be substantially less than that of senior creditors. For example, under terms of subordination

agreements, senior creditors are typically able to block the acceleration of the debt or other exercises by the Fund of its rights as

a creditor. Accordingly, the Fund may not be able to take the steps necessary to protect its investments in a timely manner or at all. In

addition, the debt securities in which the Fund will invest may not be protected by financial covenants or limitations upon additional

indebtedness, may have limited liquidity and may not be rated by a credit rating agency.

The borrowers of loans constituting the Fund’s assets may seek the protections afforded by bankruptcy, insolvency and other debtor

relief laws. Bankruptcy proceedings are unpredictable as described further below in “Investments in Restructurings.” Additionally, the

numerous risks inherent in the insolvency process create a potential risk of loss by the Fund of its entire investment in any particular

investment. Insolvency laws may, in certain jurisdictions, result in a restructuring of the debt without the Fund’s consent under the

“cramdown” provisions of applicable insolvency laws and may also result in a discharge of all or part of the debt without payment to

the Fund.

Debt securities are also subject to other risks, including (i) the possible invalidation of an investment transaction as a “fraudulent conveyance,”

(ii) the recovery of liens perfected or payments made on account of a debt in the period before an insolvency filing as a

“preference,” (iii) equitable subordination claims by other creditors, (iv) so called “lender liability” claims by the issuer of the obligations

(see “Risks Related to Investments in Loans”) and (v) environmental liabilities that may arise with respect to collateral securing

the obligations. Additionally, adverse credit events with respect to any issuer, such as missed or delayed payment of interest and/or

principal, bankruptcy, receivership, or distressed exchange, can significantly diminish the value of the Fund’s investment in any such

company. The Fund’s investments may be subject to early redemption features, refinancing options, pre-payment options or similar

provisions which, in each case, could result in the issuer repaying the principal on an obligation held by the Fund earlier than

expected. Accordingly, there can be no assurance that the Fund’s investment objective will be realized.

In addition, during periods of market disruption, borrowers of loans constituting the Fund’s assets may be more likely to seek to draw on unfunded commitments the Fund has made, and the Fund’s risk of being unable to fund such commitments is heightened during

such periods.

Market Risk.

The success of the Fund’s activities will be affected by general economic and market conditions, such as interest rates,

availability of credit, credit defaults, inflation rates, economic uncertainty, changes in laws (including laws relating to taxation of the

Fund’s investments), trade barriers,

economic sanctions (including tariffs),

currency exchange controls, disease outbreaks, pandemics,

and national and international political, environmental and socioeconomic circumstances (including

threatened or actual

wars,

terrorist acts or security operations). In addition, the current U.S. political environment and the resulting uncertainties regarding

actual and potential shifts in U.S. foreign investment, trade, taxation, economic, environmental and other policies under the current

Administration, as well as the impact of geopolitical tension, such as a deterioration in the bilateral relationship between the U.S. and

China, an escalation in conflict between Russia and Ukraine, significant conflict between Israel

Hamas

and

Iran

in the Middle East or

other systemic issuer or industry-specific economic disruptions, could lead to disruption, instability and volatility in the global markets.

Unfavorable economic conditions also would be expected to 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 the Fund.

Economic sanctions may be, and have been, imposed against certain countries, organizations, companies, entities and/or individuals.

Economic sanctions and other similar governmental actions or developments could, among other things, effectively restrict or eliminate

the Fund’s ability to purchase or sell certain foreign securities or groups of foreign securities, and thus may make the Fund’s

investments in such securities less liquid or more difficult to value. Such sanctions may also cause a decline in the value of securities

issued by the sanctioned country or companies located in or economically tied to the sanctioned country

and may result in economic

disruptions in the sanctioned country and in countries with economic ties to the sanctioned country

When the United States is a significant

trading partner of a foreign country in which the Fund may invest or to which the Fund may be exposed, such foreign country

may be particularly sensitive to changes in U.S. foreign trading policies, including the threat or actual imposition of tariffs, sanctions

or other similar measures. The imposition of tariffs (or threats thereof), trade restrictions, currency restrictions, deficit levels and any

reduction plans and other federal government initiatives as well as foreign policy tensions with foreign nations, including embargoes,

sanctions and trade wars, or similar actions (or retaliatory measures taken in response to such actions) could lead to price volatility

and overall declines in the U.S. and global investment markets.

In addition, as a result of economic sanctions and other similar governmental

actions or developments, the Fund may be forced to sell or otherwise dispose of foreign investments at inopportune times

or prices.

Sanctions and other similar measures could significantly delay or prevent the settlement of securities transactions or their

valuation, and significantly impact the Fund’s performance. Sanctions and other similar measures also may be in place for substantial

periods of time and enacted with limited advance notice. The type and severity of sanctions and other measures, including counter

sanctions and other retaliatory actions, that may be imposed could vary broadly in scope, and their impact is impossible to predict.

Current and historic market turmoil has illustrated that market environments may, at any time, be characterized by uncertainty, volatility

and instability. Serious economic disruptions may result in governmental authorities and regulators enacting significant fiscal and

monetary policy changes, including by providing direct capital infusions into companies, introducing new monetary programs and

considerably increasing or lowering interest rates, which, in some cases resulted in negative interest rates.

As global systems, economies and financial markets are increasingly interconnected, events that once had only local impact are now

more likely to have regional or even global effects. Events that occur in one country, region or financial market will, more frequently,

adversely impact issuers in other countries, regions or markets. These impacts can be exacerbated by failures of governments and

societies to adequately respond to an emerging event or threat. These types of events quickly and significantly impact markets in the

U.S. and across the globe leading to extreme market volatility and disruption. The extent and nature of the impact on supply chains or

economies and markets from these events is unknown, particularly if a health emergency or other similar event, such as the

COVID-19 pandemic, persists for an extended period of time.

Furthermore, technological developments (including those related to

artificial intelligence) or failures (such as widespread system outages, disruptions or faulty updates to software applications) and

other similar events, each of which may be temporary or may last for extended periods, may impact the value of the Fund’s investments.

Adverse changes in one sector or industry or with respect to a particular company could negatively impact companies in other

sectors or industries or increase market volatility as a result of the interconnected nature of economies and markets and thus negatively

affect the Fund’s performance, even if the Fund does not directly invest in issuers that participate in the sectors or industries

experiencing these changes. These types of adverse developments could result from under-regulated markets, novel and maturing

markets (for example, the markets for artificial intelligence, cryptocurrencies and digital or blockchain assets and technologies), systemic

risk, natural market forces, bad actors or other scenarios and could negatively affect the Fund’s performance or operations.

The

value of the Fund’s investments may decrease as a result of such events, particularly if these events adversely impact the operations

and effectiveness of the Adviser, the Sub-Adviser or key service providers or if these events disrupt systems and processes necessary

or beneficial to the investment advisory or other activities on behalf the Fund.

The Fund’s investment strategy and the availability of opportunities satisfying the Fund’s risk-adjusted return parameters relies in part

on observable trends and conditions in the financial markets and in some cases the improvement of such conditions. Trends and historical

events do not imply, forecast or predict future events and, in any event, past performance is not necessarily indicative of future

results. There can be no assurance that the assumptions made or the beliefs and expectations currently held by the Sub-Adviser will

prove correct and actual events and circumstances may vary significantly.

Many of the issuers in which the Fund will make investments may be susceptible to economic slowdowns or recessions and may be

unable to repay the loans made to them during these periods. Therefore, non-performing assets may increase and the value of the

Fund’s portfolio may decrease during these periods as the Fund is required to record the investments at their current fair value.

Adverse economic conditions also may decrease the value of collateral securing the Fund’s loans and the value of its equity investments.

Economic slowdowns or recessions could lead to financial losses in the Fund’s portfolio and a decrease in revenues, net

income and assets. Unfavorable economic conditions also could increase the Fund’s and the issuers’ funding costs, limit the Fund’s

and the issuers’ access to the capital markets or result in a decision by lenders not to extend credit to the Fund or the issuers. These

events could prevent the Fund from increasing investments and harm its operating results.

An issuer’s failure to satisfy financial or operating covenants imposed by the Fund or other lenders could lead to defaults and, potentially,

acceleration of the time when the loans are due and foreclosure on its secured assets, which could trigger cross-defaults under

other agreements and jeopardize the issuer’s ability to meet its obligations under the debt that the Fund holds. The Fund may incur

additional expenses to the extent necessary to seek recovery upon default or to negotiate new terms with a defaulting issuer. In addition,

if one of the issuers were to go bankrupt, depending on the facts and circumstances, including the extent to which the Fund will

actually provide significant managerial assistance to that issuer, a bankruptcy court might subordinate all or a portion of the Fund’s

claim to that of other creditors.

The prices of financial instruments in which the Fund may invest can be highly volatile. General fluctuations in the market prices of

securities may affect the value of the investments held by the Fund. Instability in the securities markets may also increase the risks

inherent in the Fund’s investments.

Availability of Suitable Investments Risk.

While the Sub-Adviser believes that many attractive investments of the type in which the

Fund expects to invest are currently available, there can be no assurance that such investments will continue to be available or that

available investments will continue to meet the Fund’s investment criteria. Furthermore, the Fund may be unable to find a sufficient

number of attractive investment opportunities to meet its investment objective. Past performance is not indicative of future performance.

Market Disruptions Risk.

The U.S. capital markets have experienced extreme volatility and disruption following the conflicts between

Russia and Ukraine and in the Middle East. Disruptions in the capital markets have increased the spread between the yields realized

on risk-free and higher risk securities, resulting in illiquidity in parts of the capital markets. These and future market disruptions

and/or illiquidity would be expected to have an adverse effect on the Fund’s business, financial condition, results of operations and

cash flows. Unfavorable economic conditions also would be expected to 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 the Fund. During periods of market disruption, portfolio

companies may be more likely to seek to draw on unfunded commitments the Fund has made, and the risk of being unable to fund

such commitments is heightened during such periods. These events have limited and could continue to limit the Fund’s investment

originations, limit the Fund’s ability to grow and have a material negative impact on the Fund’s operating results and the fair values of

the Fund’s debt and equity investments.

Non-Diversified Status.

The Fund is a “non-diversified” investment company for purposes of the 1940 Act, which means that it is not

subject to percentage limitations under the 1940 Act on the percentage of its assets that may be invested in the securities of any one

issuer. The Fund’s NAV may therefore be subject to greater volatility than that of an investment company that is subject to such a limitation

on diversification. In addition, while the Fund is a “non-diversified” fund for purposes of the 1940 Act, the Fund has elected and

intends to qualify each taxable year to be treated as a RIC under the Code. To qualify as a RIC under the Code, the Fund must, among

other things: diversify its holdings so that, at the end of each quarter of each taxable year, (A) at least 50% of the market value of the

Fund’s assets is represented by cash, cash items, U.S. government securities, securities of other RICs and other securities, with such

other securities of any one issuer limited for the purposes of this calculation to an amount not greater than 5% of the value of the

Fund’s total assets and 10% of the outstanding voting securities of such issuer and (B) not more than 25% of the market value of the

Fund’s total assets is invested in the securities (other than U.S. government securities and the securities of other regulated investment

companies) of (1) any one issuer, (2) any two or more issuers that the Fund controls and that are determined to be engaged in the

same business or similar or related trades or businesses, or (3) any one or more “qualified publicly traded partnerships”. The Fund

distributes

at least annually all or substantially all of its investment company taxable income and net capital gains as dividends to

Shareholders; however, this policy may be changed at any time by the Fund.

Credit Risk.

One of the fundamental risks associated with the Fund’s investments is credit risk, which is the risk that an issuer will be

unable to make principal and interest payments on its outstanding debt obligations when due. The Fund’s return to investors would be

adversely impacted if an issuer of debt in which the Fund invests becomes unable to make such payments when due.

Although the Fund may make investments that the Sub-Adviser believes are secured by specific collateral, the value of which may

initially exceed the principal amount of such investments or the Fund’s fair value of such investments, there can be no assurance that

the liquidation of any such collateral would satisfy the borrower’s obligation in the event of non-payment of scheduled interest or principal

payments with respect to such investment, or that such collateral could be readily liquidated. The Fund may also invest in leveraged

loans, high yield securities, marketable and non-marketable common and preferred equity securities and other unsecured investments,

each of which involves a higher degree of risk than senior secured loans. Furthermore, the Fund’s right to payment and its

security interest, if any, may be subordinated to the payment rights and security interests of a senior lender, to the extent applicable.

Certain of these investments may have an interest-only payment schedule, with the principal amount remaining outstanding and at

risk until the maturity of the investment. In addition, loans may provide for payments-in-kind, which have a similar effect of deferring

current cash payments. In such cases, an issuer’s ability to repay the principal of an investment may depend on a liquidity event or the

long-term success of the company, the occurrence of which is uncertain.

With respect to the Fund’s investments in any number of credit products, if the borrower or issuer breaches any of the covenants or

restrictions under the credit agreement that governs loans of such issuer or borrower, it could result in a default under the applicable

indebtedness as well as the indebtedness held by the Fund. Such default may allow the creditors to accelerate the related debt and

may result in the acceleration of any other debt to which a cross-acceleration or cross-default provision applies. This could result in

an impairment or loss of the Fund’s investment or a pre-payment (in whole or in part) of the Fund’s investment.

Similarly, while the Fund will generally target investments in companies it believes are of high quality, these companies could still

present a high degree of business and credit risk. Companies in which the Fund invests could deteriorate as a result of, among other

factors, an adverse development in their business, a change in the competitive environment or the continuation or worsening of the

current (or any future) economic and financial market downturns and dislocations. As a result, companies that the Fund expected to

be stable or improve may operate, or expect to operate, at a loss or have significant variations in operating results, may require substantial

additional capital to support their operations or maintain their competitive position, or may otherwise have a weak financial

condition or experience financial distress. In addition, exogenous factors such as fluctuations of the equity markets also could result

in warrants and other equity securities or instruments owned by the Fund becoming worthless.

Credit Spread Risk.

Credit spread risk is the risk that credit spreads (i.e., the difference in yield between securities that is due to differences

in their credit quality) may increase when the market expects below-investment-grade bonds to default more frequently. Widening

credit spreads may quickly reduce the market values of below-investment-grade and unrated securities. In recent years, the

U.S. capital markets experienced extreme volatility and disruption following the spread of COVID-19, the conflict between Russia and

Ukraine, significant conflict between Israel and Hamas in the Middle East and other economic disruptions, which increased the spread

between yields realized on risk-free and higher risk securities, resulting in illiquidity in parts of the capital markets. Central banks and

governments played a key role in reintroducing liquidity to parts of the capital markets. Future exits of these financial institutions from

the market may reintroduce temporary illiquidity. These and future market disruptions and/or illiquidity would be expected to have an

adverse effect on the Fund’s business, financial condition, results of operations and cash flows.

Risks Related to Investments in Loans.

The Fund invests in loans, either through primary issuances or in secondary transactions,

including potentially on a synthetic basis. The value of the Fund’s loans may be detrimentally affected to the extent a borrower defaults

on its obligations. There can be no assurance that the value assigned by the Adviser can be realized upon liquidation, nor can there be

any assurance that any related collateral will retain its value. Furthermore, circumstances could arise (such as in the bankruptcy of a

borrower) that could cause the Fund’s security interest in the loan’s collateral to be invalidated. Also, much of the collateral will be

subject to restrictions on transfer intended to satisfy securities regulations, which will limit the number of potential purchases if the

Fund intends to liquidate such collateral. The amount realizable with respect to a loan may be detrimentally affected if a guarantor, if

any, fails to meet its obligations under a guarantee. Finally, there may be a monetary, as well as a time cost involved in collecting on

defaulted loans and, if applicable, taking possession of various types of collateral.

The portfolio may include first lien senior secured, second and third lien loans and any other loans.

Direct Lending.

The Fund will invest in directly originated senior secured loans, including unitranche loans, of performing middle

market companies (“Senior Capital Debt Securities”).

The value of the Fund’s assets is volatile and may fluctuate due to a variety of factors that are inherently difficult to predict and are

outside of the Advisers’ control, including prevailing credit spreads, general economic conditions, financial market conditions, domestic

or international economic or political events, developments or trends in any particular industry, changes in interest rates, or the

financial condition of the obligors of the Fund’s assets. In particular, the market for Senior Capital Debt Securities has experienced

periods of volatility in the supply of, and demand for, such loans, resulting in volatility in, among other things, spreads, interest rate

floors, purchase price discounts, leverage, covenants, structure, and other terms. Because loans are privately syndicated and loan

agreements are privately negotiated and customized, loans are not purchased or sold as easily as publicly traded securities. In addition,

historically the trading volume in the loan market, especially in the middle market, has been small relative to the high-yield debt

securities market.

The obligors of the Fund’s assets will primarily be privately owned middle market businesses. There is generally no publicly available

information about these businesses. Some obligors may not meet net income, cash flow, and other coverage tests typically imposed

by lenders. Numerous factors may affect an obligor’s ability to repay its related obligations, including the failure to meet its business

plan, a downturn in its industry, and continuing negative economic conditions. A deterioration in an obligor’s financial condition and

prospects may be accompanied by deterioration in the collateral securing the Fund’s assets or the recuring revenue of the obligor.

Such deterioration might impair the ability of such obligor to obtain refinancing or force it to seek to have the Fund’s asset restructured.

Senior Capital Debt Securities are generally considered speculative in nature and may end up in default for a variety of reasons. A

defaulted asset may become subject to either substantial workout negotiations or a restructuring, which may entail, among other

things, a substantial reduction in the interest rate, a substantial write-down of principal, and a substantial change in the terms, conditions,

and covenants with respect to such defaulted asset. In addition, such negotiations or restructuring may be quite extensive, protracted,

and costly over time, and therefore may result in substantial uncertainty with respect to the ultimate recovery on such

defaulted asset. The liquidity of a defaulted asset will be limited, and to the extent that a defaulted asset is sold, it is highly unlikely

that the proceeds from such sale will be equal to the amount of unpaid principal and interest thereon.

Loans to middle market businesses generally carry both higher interest rates and more inherent risks than loans to larger, publicly

traded businesses. These middle market companies generally have more limited access to capital and higher financing costs, may be

in a weaker financial position, may need more capital to expand or compete, and may be unable to obtain financing from public capital

markets or from traditional sources, such as commercial banks. Middle market businesses typically have narrower product lines and

smaller market shares than larger businesses. Therefore, they tend to be more vulnerable to competitors’ actions and market conditions,

as well as general economic downturns. These businesses may also experience substantial variations in operating results. Typically,

the success of a middle market business also depends on the management talents and efforts of one or two persons or a small

group of persons. The death, disability, or resignation of one or more of such persons could have a material adverse impact on the

obligor and its ability to repay its obligations. In addition, middle market businesses often need substantial additional capital to

expand or compete and will often have borrowed money from other lenders and may need additional capital to survive any economic

downturns. Accordingly, loans made to middle market companies involve higher risks than loans made to companies that have larger

businesses, greater financial resources, or that are otherwise able to access traditional credit sources.

There can be no assurance as to the levels of defaults or the amount or timing of recoveries that may be experienced with respect to

the Fund’s assets. Any increase in default levels or decrease in recovery rates, or delays in receipt of recoveries, could adversely affect

distributions, if any, to the Fund.

There can be no assurance that the Sub-Adviser will correctly evaluate the nature and magnitude of the various factors that could

negatively impact the value or performance of Senior Capital Debt Securities. These risks could be exacerbated to the extent that the

portfolio is concentrated in one or more particular types of assets.

Bank Loans and Participations.

The Fund’s investment program may include bank loans and participations. These obligations are

subject to unique risks, including (i) the possible avoidance of an investment transaction as a “preferential transfer,” “fraudulent conveyance”

or “fraudulent transfer,” among other avoidance actions, under relevant bankruptcy, insolvency and/or creditors’ rights laws;

(ii) so-called “lender liability” claims by the issuer of the obligations; (iii) environmental liabilities that may arise with respect to collateral

securing the obligations; (iv) limitations on the ability of the Fund to directly enforce its rights with respect to participations; and

(v) the contractual nature of participations where the Fund takes on the credit risk of the agent bank rather than the actual borrower.

The Fund may acquire interests in loans either directly (by way of assignment) or indirectly (by way of participation). The purchaser of

an assignment typically succeeds to all the rights and obligations of the assigning institution and becomes a contracting party under

the loan agreement with respect to the loan; however, its rights can be more restricted than those of the assigning institution. Participation

in a portion of a loan typically results in a contractual relationship only with the institution participating out the interest and not

with the obligor. The Fund would, in such a case, have the right to receive payments of principal and interest to which it is entitled

only from the institution selling the participation, and not directly from the obligor, and only upon receipt by such institution of such

payments from the obligor. As the owner of a participation, the Fund generally will have no right to enforce compliance by the obligor

with the terms of the loan agreement or to vote on amendments to the loan agreement, nor any rights of set-off against the obligor,

and the Fund may not directly benefit from collateral supporting the loan in which it has purchased the participation. In addition, in the

event of the insolvency of the selling institution, the Fund may be treated as a general creditor of such selling institution, and may not

have any exclusive or senior claim with respect to the selling institution’s interest in, or the collateral with respect to, the applicable

loan. Consequently, the Fund will assume the credit risk of both the obligor and the institution selling the participation to the Fund. As

a result, concentrations of participations from any one selling institution subject the Fund to an additional degree of risk with respect

to defaults by such selling institution. In addition, because bank loans are not typically registered under the federal securities laws like

stocks and bonds, investors in loans have less protection against improper practices than investors in registered securities.

In March 2023, several financial institutions experienced a larger-than-expected decline in deposits and two banks, Silicon Valley Bank

(“SVB”) and Signature Bank, were placed into receivership. Given the interconnectedness of the banking system, the Federal Reserve

invoked the systemic risk exception, temporarily transferred all deposits — both insured and uninsured — and substantially all the

assets of the two banks into respective bridge banks and guaranteed depositors’ full access to their funds.

This type of systemic risk event and/or resulting government actions can negatively impact the Fund, for example, through less credit

being available to issuers or uncertainty regarding safety of deposits at other institutions. These risks also may adversely affect financial

intermediaries, such as clearing agencies, clearing houses, banks, securities firms, and exchanges, with which the Fund interacts.

Direct Origination.

A significant portion of the Fund’s investments may be originated. The results of the Fund’s operations depend on

several factors, including the availability of opportunities for the origination or acquisition of target investments, the level and volatility

of interest rates, the availability of adequate short and long-term financing, conditions in the financial markets, and economic conditions.

Further, the Fund’s inability to raise capital and the risk of portfolio company defaults may materially and adversely affect the

Fund’s investment originations, business, liquidity, financial condition, results of operations, and ability to make distributions to its

Shareholders. In addition, competition for originations of, and investments in, the Fund’s target investments may lead to the price of

such assets increasing or the decrease of interest income from loans originated by the Fund, which may further limit its ability to generate

desired returns. Also, as a result of this competition, desirable investments in the Fund’s target investments may be limited in

the future, and the Fund may not be able to take advantage of attractive investment opportunities from time to time, as the Fund can

provide no assurance that the Sub-Adviser will be able to identify and make investments that are consistent with the Fund’s investment

objective.

First Lien Senior Secured Loans.

It is expected that when the Fund makes a senior secured term loan investment in an issuer, it will

generally take a security interest in substantially all of the available assets of the issuer, including the equity interests of its domestic

subsidiaries, which the Fund expects to help mitigate the risk that it will not be repaid. However, there is a risk that the collateral

securing the Fund’s loans may decrease in value over time, may be difficult to sell in a timely manner, may be difficult to appraise and

may fluctuate in value based upon the success of the business and market conditions, including as a result of the inability of the

issuer to raise additional capital, and, in some circumstances, the Fund’s lien could be subordinated to claims of other creditors. In

addition, deterioration in an issuer’s financial condition and prospects, including its inability to raise additional capital, may be accompanied

by deterioration in the value of the collateral for the loan. Consequently, the fact that a loan is secured does not guarantee that

the Fund will receive principal and interest payments according to the loan’s terms, or at all, or that it will be able to collect on the loan

should it be forced to enforce its remedies.

Second Lien Senior Secured Loans and Junior Debt Investments.

Second and third lien loans are subject to the same investment

risks generally applicable to senior loans described above. The Fund’s second lien senior secured loans will be subordinated to first

lien loans and the Fund’s junior debt investments, such as mezzanine loans, generally will be subordinated to both first lien and second

lien loans and have junior security interests or may be unsecured. As such, to the extent the Fund holds second lien senior

secured loans and junior debt investments, holders of first lien loans may be repaid before the Fund in the event of a bankruptcy or

other insolvency proceeding. Therefore, second and third lien loans are subject to additional risk that the cash flow of the related obligor

and the property securing the second or third lien loan may be insufficient to repay the scheduled payments to the lender after

giving effect to any senior secured obligations of the related obligor. This may result in an above average amount of risk and loss of

principal. Second and third lien loans are also expected to be more illiquid than senior loans.

Unsecured Loans.

Unsecured loans are subject to the same investment risks generally applicable to loans described above but are

subject to additional risk that the assets and cash flow of the related obligor may be insufficient to repay the scheduled payments to

the lender after giving effect to any secured obligations of the obligor. Unsecured loans will be subject to certain additional risks to the

extent that such loans may not be protected and such loans are not secured by collateral, financial covenants or limitations upon additional

indebtedness. Unsecured loans are also expected to be a more illiquid investment than senior loans for this reason.

Other Risks Related to Loans.

Under the agreements governing most syndicated loans, should a holder of an interest in a syndicated

loan wish to call a default or exercise remedies against a borrower, it could not do so without the agreement of at least a majority of

the other lenders. Actions could also be taken by a majority of the other lenders, or in some cases, a single agent bank, without the

consent of all lenders. Each lender would nevertheless be liable to indemnify the agent bank for its ratable share of expenses or other

liabilities incurred in such connection and, generally, with respect to the administration and any renegotiation or enforcement of the

syndicated loans. Moreover, an assignee or participant in a loan may not be entitled to certain gross-up payments in respect of withholding

taxes and other indemnities that otherwise might be available to the original holder of the loan.

Furthermore, the Sub-Adviser expects to invest a portion of the Fund’s assets in bank loans and participations. The special risks associated

with these obligations include (i) the possible invalidation of an investment transaction as a fraudulent conveyance under relevant

creditors’ rights laws, (ii) adverse consequences resulting from participating in such instruments with other institutions with

lower credit quality and (iii) limitations on the ability of the Fund or the Adviser to directly enforce the Fund’s rights with respect to

participations. The Fund will seek to balance the magnitude of these and other risks identified by it against the potential investment

gain prior to entering into each such investment. Successful claims by third parties arising from these and other risks, absent bad

faith, may be borne by the Fund. Bank loans are frequently traded on the basis of standardized documentation which is used in order

to facilitate trading and market liquidity. There can be no assurance, however, that future levels of supply and demand in bank loan

trading will provide an adequate degree of liquidity or that the current level of liquidity will continue or that the same documentation

will be used in the future. The settlement of trading in bank loans often requires the involvement of third parties, such as administrative

or syndication agents, and there presently is no central clearinghouse or authority which monitors or facilitates the trading or

settlement of all bank loan trades. Often, settlement may be delayed based on the actions of any third party or counterparty, and

adverse price movements may occur in the time between trade and settlement, which could result in adverse consequences for the

Fund.

In recent years, a number of judicial decisions in the United States have upheld the right of borrowers to sue lending institutions on

the basis of various evolving legal theories (collectively termed “lender liability”). Generally, lender liability is founded upon the premise

that an institutional lender has violated a duty (whether implied or contractual) of good faith and fair dealing owed to a borrower or

has assumed a degree of control over the borrower resulting in a creation of a fiduciary duty owed to the borrower or its other creditors

or shareholders. Because of the nature of certain of the Fund’s investments, the Fund could be subject to allegations of lender

liability.

The Fund may acquire interests in bank loans either directly (by way of sale or assignment) or indirectly (by way of participation). The

purchaser of an assignment typically succeeds to all the rights and obligations of the assigning institution and becomes a contracting

party under the credit agreement with respect to the debt obligation; however, its rights can be more restricted than those of the

assigning institution. Participation interests in a portion of a debt obligation typically result in a contractual relationship only with the

institution participating out the interest and not with the borrower. In purchasing participations, the Fund typically will not have the

right to vote on matters requiring a vote of holders of the underlying debt and may have no right to enforce compliance by the borrower

with the terms of the loan agreement, or any rights of set-off against the borrower, and the Fund may not directly benefit from

the collateral supporting the debt obligation in which it has purchased the participation. As a result, if the Fund were to hold a participation,

it would assume the credit risk of both the borrower and the institution selling the participation to the Fund. In certain circumstances,

investing in the form of participation may be the most advantageous or only route for the Fund to make or hold any such

investment, including in light of limitations relating to local laws or the willingness of administrative agents or borrowers to allow the

Fund to become a direct lender.

Finally, loans may become non-performing for a variety of reasons. Non-performing debt obligations may require substantial workout

negotiations, restructuring or bankruptcy filings that may entail a substantial reduction in the interest rate, deferral of payments

and/or a substantial write-down of the principal of a loan or conversion of some or all of the debt to equity. Additional costs associated

with these activities may reduce returns.

Unitranche Loans.

Unitranche loans provide leverage levels comparable to a combination of first lien and second lien or subordinated

loans. From the perspective of a lender, in addition to making a single loan, a unitranche loan may allow the lender to choose to participate

in the “first out” tranche, which will generally receive priority with respect to payments of principal, interest and any other

amounts due, or to choose to participate only in the “last out” tranche, which is generally paid after the “first out” tranche is paid. The

Fund expects to participate in “first out” and “last out” tranches of unitranche loans and make single unitranche loans.

DIP Loans.

The Fund may invest in debtor-in-possession (“DIP”) loans. DIP loans involve a fundamental credit risk based on the borrower’s

ability to make principal and interest payments and the inherent risks in the bankruptcy process. DIP loans are subject to a

court approval process in which parties-in-interest may be heard but there can be no assurance that the Fund would be successful in

obtaining favorable results. If the calculations of the Sub-Adviser as to the outcome or timing of a reorganization are inaccurate, a

company that has filed for bankruptcy may not be able to make payments on a DIP loan on time or at all. In addition, DIP loans may

be privately negotiated transactions, each of which has individualized terms. These positions may be illiquid and difficult to value. DIP

loans may be subject to price volatility due to various factors including, but not limited to, changes in interest rates, market perception

of the creditworthiness of the borrower and general market liquidity.

Investments in Middle-Market Companies.

Investments in middle-market companies such as those that the Fund may invest in,

while often presenting greater opportunities for growth, may also entail larger risks than are customarily associated with investments

in large companies. Middle-market companies may have more limited product lines, capitalization, markets and financial resources,

and may be dependent on a smaller management group. As a result, such companies may be more vulnerable to general economic

trends and to specific changes in markets and technology. In addition, future growth may be dependent on additional financing, which

may not be available on acceptable terms when required. Furthermore, there is ordinarily a more limited marketplace for the sale of

interests in smaller, private companies, which may make realizations of gains more difficult, by requiring sales to other private investors.

In addition, the relative illiquidity of investments held by closed-end funds generally, and the somewhat greater illiquidity of

closed-end fund investments in middle-market companies, could make it difficult for the Fund to react quickly to negative economic

or political developments.

Investments in Less Established Companies.

The Fund may invest a portion of its assets in the securities of less established companies.

Certain of the investments may be in businesses with little or no operating history. Investments in such early-stage growth companies

may involve greater risks than are generally associated with investments in more established companies. To the extent there is

any public market for the securities held by the Fund, such securities may be subject to more abrupt and erratic market price movements

than those of larger, more established companies. Less established companies tend to have lower capitalizations and fewer

resources and are, therefore, often more vulnerable to financial failure. Such companies also may have shorter operating histories on

which to judge future performance and in many cases, if operating, will have negative cash flow. There can be no assurance that any

such losses will be offset by gains (if any) realized on the Fund’s other investments. In addition, less mature companies could be

deemed to be more susceptible to irregular accounting or other fraudulent practices. In the event of fraud by any company in which

the Fund invests, the Fund may suffer a partial or total loss of capital invested in that company.

The Fund may invest in issuers that: (i) have little or no operating history, (ii) offer services or products that are not yet ready to be

marketed, (iii) are operating at a loss or have significant fluctuations in operating results, (iv) are engaged in a rapidly changing business

or (v) need substantial additional capital to set up internal infrastructure, hire management and personnel, support expansion or

achieve or maintain a competitive position. Such issuers may face intense competition, including competition from companies with

greater financial resources, more extensive capabilities and a larger number of qualified managerial and technical personnel.

Investments in Special Situations.

The Fund may provide financing to companies involved in (or the target of) acquisition attempts

or tender offers or companies involved in work-outs, liquidations, spin-offs, reorganizations, bankruptcies, and similar transactions.

In any investment transaction involving any such type of business enterprise, there exists the risk that the transaction in which such

business enterprise is involved either will be unsuccessful, will take considerable time or will result in a distribution of cash or a new

security the value of which will be less than the purchase price paid by the Fund of the security or other financial instrument in respect

of which such distribution is received. Similarly, if such an anticipated transaction does not in fact occur, the Fund may lose all or a

material portion of its investment. All of these events could have a material adverse effect on the value of the investments.

High Yield Debt.

The Fund expects to invest in debt securities that may be classified as “higher-yielding” (and, therefore, higher-risk)

debt securities (also known as “junk bonds”). In most cases, such debt will be rated below “investment grade” or will be unrated and

will face both ongoing uncertainties and exposure to adverse business, financial or economic conditions and the issuer’s failure to

make timely interest and principal payments. The market for high yield securities (junk bonds) has experienced periods of volatility

and reduced liquidity. High yield securities (junk bonds) may or may not be subordinated to certain other outstanding securities and

obligations of the issuer, which may be secured by all or substantially all of the issuer’s assets. High yield securities (junk bonds) may

also not be protected by financial covenants or limitations on additional indebtedness. The market values of certain of these debt

securities may reflect individual corporate developments. General economic recession or a major decline in the demand for products

and services in the industry in which the borrower operates would likely have a materially adverse impact on the value of such securities

or could adversely affect the ability of the issuers of such securities to repay principal and pay interest thereon and increase the

incidence of default of such securities. In addition, adverse publicity and investor perceptions, whether or not based on fundamental

analysis, may also decrease the value and liquidity of these high yield debt securities (junk bonds).

Distressed Credit Investments.

The Fund’s distressed credit investments (e.g., investments in defaulted, out-of-favor or distressed

bank loans and debt and equity securities) are inherently speculative and are subject to a high degree of risk. Companies experiencing

financial distress are often those operating at a loss or with substantial variations in operating results from period to period. Companies

experiencing financial distress may be involved in insolvency proceedings and have the need for substantial additional capital to

support continued operations or to improve their financial condition and may have very high amounts of leverage. Distressed companies

typically are in default under, or have a significant risk of an inability to service, their debt obligations, especially during an economic

downturn or periods of rising interest rates, may

have more difficulty making scheduled payments of principal and interest

than issuers of higher rated investments, may

not have access to more traditional methods of financing and may be unable to repay

debt by refinancing. Investments in distressed companies may be premised on a turnaround strategy. If turnarounds are not achieved,

these companies could experience failures or substantial declines in value, and the Fund may not be able to divest itself of such

unprofitable investments in a timely fashion or at all. Additionally, turnarounds may not be achieved within the contemplated investment

horizons.

The value of distressed instruments tends to be more volatile and may have an increased price sensitivity to changing interest rates

and adverse economic and business developments than other securities or instruments. Distressed credit investments are often more

sensitive to company-specific developments and changes in economic conditions than other securities. Furthermore, distressed debt

instruments are often unsecured and may be subordinated to senior debt.

In the event of default, the Fund may incur additional

expenses to seek recovery or to negotiate new terms with a defaulting issuer.

Accordingly, an investment in the Fund should only be

considered by persons who can afford a loss of their entire investment.

Mezzanine Investments.

Most of the Fund’s mezzanine investments (if any) are expected to be unsecured and made in companies

whose capital structures have significant indebtedness ranking ahead of the investments, all or a significant portion of which may be

secured. While the investments may benefit from the same or similar financial and other covenants as those enjoyed by the indebtedness

ranking ahead of the investments and may benefit from cross-default provisions and security over the issuer’s assets, some or

all of such terms may not be part of particular investments. Moreover, the ability of the Fund to influence an issuer’s affairs, especially

during periods of financial distress or following an insolvency, is likely to be substantially less than that of senior creditors. Mezzanine

investments generally are subject to various risks, including, without limitation: (i) a subsequent characterization of an investment as

a “fraudulent conveyance”; (ii) the recovery as a “preference” of liens perfected or payments made on account of a debt in the 90 days

before a bankruptcy filing; (iii) equitable subordination claims by other creditors; (iv) so-called “lender liability” claims by the issuer of

the obligations; and (v) environmental liabilities that may arise with respect to collateral securing the obligations.

Syndication.

The Fund may originate certain of its investments with the expectation of later syndicating a portion of such investments

to third parties. Prior to such syndication, or if such syndication is not successful, the Fund’s exposure to the originated investment

may exceed the exposure that the Sub-Adviser intended to have over the long-term or would have had had it purchased such investment

in the secondary market rather than originating it.

Use of Collateral.

Collateral for private credit investments may include a wide range of assets, including, but not limited to, assets

and/or net income of companies, real estate, revenue streams, equity interests, fund interests, royalties of various types, rights to

litigation proceeds, trade receivables, and derivative exposure to loans. To the extent the Sub-Adviser originates loans based partly

upon the adequacy of the borrower’s collateral, an incorrect valuation of such collateral may result in unforeseen losses. The inherent

uncertainty of the value of collateral may result in values that differ significantly from the values that can ultimately be obtained for

such collateral. Even if collateral is initially valued correctly, changes in market conditions, regulations or other circumstances, or

changes directly related to such collateral, may materially adversely affect the value thereof. In addition, there can be no assurance

that such collateral could be readily liquidated. In the event of bankruptcy of a borrower, the Fund could experience delays or limitations

with respect to its ability to realize the benefits of the collateral securing an investment.

Under certain circumstances, collateral securing an investment may be released without the consent of the lender. Moreover, the lender’s

security interest (with respect to investments in secured debt) may be unperfected for a variety of reasons, including the failure to

make required filings by lenders and, as a result, the Fund may not have priority over other creditors as anticipated. First priority lien

investments made by the lender may, in certain cases, provide a first priority lien over some, but not all, of the assets of the relevant

borrower. The Fund may also invest in second-lien debt, high-yield securities, marketable and non-marketable common and preferred

equity securities and other unsecured instruments each of which involves a higher degree of risk than senior first-lien secured debt,

including the re-use and subsequent loss of collateral by the borrower. Furthermore, the Fund’s right to payment and its security interest,

if any, may be subordinated to the payment rights and security interests of senior lenders (with respect to some or all of the

assets of an issuer in which the Fund invests). Certain of these investments may have an interest-only payment schedule, with the

principal amount remaining outstanding and at risk until the maturity of the investment. In such cases, the ability of the issuer to

repay the principal in respect of the Fund’s investment may be dependent upon a liquidity event or the long-term success of the company,

the occurrence of which is uncertain.

The terms of any derivative hedging arrangements entered into by the Fund may provide that related collateral given to, or received by,

the Fund may be pledged, lent, re-hypothecated, or otherwise re-used by the collateral taker for its own purposes. If collateral

received by the Fund is reinvested or otherwise re-used, the Fund is exposed to the risk of loss on that investment. Should such a loss

occur, the value of the collateral will be reduced, and the Fund will have less protection if the counterparty defaults. Similarly, if the

counterparty reinvests or otherwise re-uses collateral received from the Fund and suffers a loss as a result, it may not be in a position

to return that collateral to the Fund should the relevant transaction complete, be unwound or otherwise terminate and the Fund is

exposed to the risk of loss of the amount of collateral provided to the counterparty.

Asset-Backed Securities.

Asset-backed securities (“ABS”) are a form of structured debt obligation. In addition to the general risks

associated with credit or debt securities discussed herein, ABS are subject to additional risks. While traditional fixed-income securities

typically pay a fixed rate of interest until maturity, when the entire principal amount is due, an ABS represents an interest in a pool of

assets, such as automobile loans, credit card receivables, unsecured consumer loans or student loans, that has been securitized and

provides for monthly payments of interest, at a fixed or floating rate, and principal from the cash flow of these assets. This pool of

assets (and any related assets of the issuing entity) is the only source of payment for the ABS. The ability of an ABS issuer to make

payments on the ABS, and the timing of such payments, is therefore dependent on collections on these underlying assets. The recoveries

on the underlying collateral (if any) may not, in some cases, be sufficient to support payments on these securities, which may

result in losses to investors in an ABS. In many circumstances, ABS are not secured by an interest in the related collateral. Credit card

receivables, for example, are generally unsecured and the debtors are entitled to the protection of a number of state and federal consumer

loan laws, many of which give such debtors the right to set off certain amounts owed on the credit cards, thereby reducing the

balance due.

Certain asset-backed securities are guaranteed as to timely payment of interest and principal by a government entity;

however, the market price for such securities is not guaranteed and will fluctuate. The purchase of asset-backed securities issued by

non-government entities may entail greater risk than such securities that are issued or guaranteed by a government entity. Asset-backed

securities issued by non-government entities may offer higher yields than those issued by government entities, but may also

be subject to greater volatility than government issues and can also be subject to greater credit risk and the risk of default on the

underlying assets.

Generally, obligors may prepay the underlying assets in full or in part at any time, subjecting the Fund to prepayment risk related to

the ABS it holds. While the expected repayment streams on ABS are determined by the contractual amortization schedules for the

underlying assets, an investor’s yield to maturity on an ABS is uncertain and may be reduced by the rate and speed of prepayments of

the underlying assets, which may be influenced by a variety of economic, social and other factors. Any prepayments, repurchases,

purchases or liquidations of the underlying assets could shorten the average life of the ABS to an extent that cannot be fully predicted.

Some ABS may be structured to include a period of rapid amortization triggered by events such as a significant rise in the default rate

of the underlying collateral, a sharp drop in the credit enhancement level because of credit losses on the underlying assets, a specified

regulatory event or the bankruptcy of the originator. A rapid amortization event will cause any revolving period to end earlier than

expected and all collections on the underlying assets will be used to pay principal to investors earlier than expected. In general, the

senior most securities will be paid prior to any payments being made on the subordinated securities, and if such payments are made

earlier than expected, the Fund’s yield on such ABS may be negatively affected.

Mortgage-Backed Securities.

The Fund may from time to time to invest in pools or tranches of mortgage-backed securities (including

commercial mortgage-backed securities (“CMBS”). The collateral underlying mortgage-backed securities generally consists of

commercial mortgages or real property that has a residential, multifamily or commercial use, such as retail space, office buildings,

warehouse property and hotels. CMBS have been issued in a variety of issuances, with varying structures including senior and subordinated

classes. The commercial mortgages underlying CMBS generally have shorter maturities than residential mortgages, allow all

or a substantial portion of the loan balance to be paid at maturity, commonly known as a “balloon payment,” and are usually non-recourse

against the commercial borrower. Investments in CMBS are subject to various risks and uncertainties, including credit, market,

interest rate, structural and legal risks. These risks may be magnified by volatility in the credit and commercial real estate markets.

The investment characteristics of CMBS differ from traditional debt securities in a number of respects, and are similar to the

characteristics of structured credit products in which investors participate through a trust or other similar conduit arrangement. Commercial

mortgage loans are obligations of the borrowers thereunder and are not typically insured or guaranteed by any other person

or entity. While the Fund intends to vigorously analyze and underwrite its CMBS investments from a fundamental real estate perspective,

there can be no assurance that underwriting practices will yield their desired results, and there can be no assurance that the Fund

will be able to effectively achieve its investment objective or that expected returns will be achieved.

In general, if prevailing interest rates fall significantly below the interest rates on the related mortgage loans, the rate of prepayment

on the underlying mortgage loans would be expected to increase. Conversely, if prevailing interest rates rise to a level significantly

above the interest rates on the related mortgages, the rate of prepayment would be expected to decrease, which could reduce the

returns on certain mortgage-backed securities in which the Fund may invest. In addition, rising rates may increase the frequency of

defaults on certain floating-rate mortgage-backed securities.

Credit Agency Risk.

Credit ratings are determined by credit rating agencies and are only the opinions of such entities. Ratings

assigned by a rating agency are not absolute standards of credit quality and do not evaluate market risk or the liquidity of securities.

In addition, rating agencies attempt to evaluate the safety of principal and interest payments and do not evaluate the risks of fluctuations

in market value. Therefore, such credit ratings may not fully reflect the true risks of an investment. Also, rating agencies may fail

to make timely changes to their credit ratings in response to subsequent events and an obligor’s current financial condition may be

better or worse than a rating indicates. Any shortcomings or inefficiencies in credit rating agencies’ processes for determining credit

ratings may adversely affect the credit ratings of securities held by the Fund or such credit rating agencies ability to evaluate creditworthiness,

and, as a result, may adversely affect those securities’ perceived or actual credit risk.

Collateralized Loan Obligations.

In the case of most CLOs, the structured finance securities are issued in multiple tranches, offering

investors various maturity and credit risk characteristics, often categorized as senior, mezzanine and subordinated/equity according to

their degree of risk. If there are defaults or the relevant collateral otherwise underperforms, scheduled payments to senior tranches of

such securities take precedence over those of mezzanine tranches, and scheduled payments to mezzanine tranches have a priority in

right of payment to subordinated/equity tranches.

However, it is possible that a senior tranche of a CLO could experience losses, particularly

in stressed market conditions, due to defaults, downgrades of the underlying collateral by rating agencies, forced liquidation

of the collateral pool, increased sensitivity to defaults due to collateral default, market anticipation of defaults and investor aversion to

CLO securities as an asset class.

In light of the above, CLOs may therefore present risks similar to those of other types of debt obligations and, in fact, such risks may

be of greater significance in the case of CLOs depending upon the Fund’s ranking in the capital structure. In certain cases, losses may

equal the total amount of the Fund’s principal investment. Investments in structured vehicles, including equity and junior debt securities

issued by CLOs, involve risks, including credit risk and market risk. Changes in interest rates and credit quality may cause significant

price fluctuations.

In addition to the general risks associated with investing in debt securities, CLO securities carry additional risks, including: (i) the possibility

that distributions from collateral assets will not be adequate to make interest or other payments; (ii) the quality of the collateral

may decline in value or default; (iii) investments in CLO equity and junior debt tranches will likely be subordinate in right of payment

to other senior classes of CLO debt; and (iv) the complex structure of a particular security may

be subject to different interpretations

and may produce disputes with the issuer or unexpected investment results

, especially during times of market stress or volatility

Additionally, changes in the collateral held by a CLO may cause payments on the instruments held by the Fund to be reduced, either

temporarily or permanently. CLOs also may be subject to prepayment risk. Further, the performance of a CLO may be adversely

affected by a variety of factors, including the security’s priority in the capital structure of the issuer thereof, the availability of any

credit enhancement, the level and timing of payments and recoveries on and the characteristics of the underlying receivables, loans or

other assets that are being securitized, remoteness of those assets from the originator or transferor, the adequacy of and ability to

realize upon any related collateral and the capability of the servicer of the securitized assets. There are also the risks that the trustee of

a CLO does not properly carry out its duties to the CLO, potentially resulting in loss to the CLO. In addition, the complex structure of

the security may produce unexpected investment results, especially during times of market stress or volatility.

Investing in securities of CLOs involves the possibility of investments being subject to potential losses arising from material misrepresentation

or omission on the part of borrowers whose loans make up the assets of such entities. Such inaccuracy or incompleteness

may adversely affect the valuation of the receivables or may adversely affect the ability of the relevant entity to perfect or effectuate a

lien on the collateral securing its assets. The CLOs in which the Fund invests will rely upon the accuracy and completeness of representations

made by the underlying borrowers to the extent reasonable, but cannot guarantee such accuracy or completeness. The

quality of the Fund’s investments in CLOs is subject to the accuracy of representations made by the underlying borrowers. In addition,

the Fund is subject to the risk that the systems used by the originators of CLOs to control for accuracy are defective. Under certain

circumstances, payments to the Fund may be reclaimed if any such payment or distribution is later determined to have been a fraudulent

conveyance or a preferential payment.

To the extent underlying default rates with respect to the securities in which the Fund invests occur or otherwise increase, the performance

of the Fund’s investments may be adversely affected. The rate of defaults and losses on debt instruments will be affected by a

number of factors, including global, regional and local economic conditions in the area where the borrower operates, the financial

circumstances of the borrower as well as the general market conditions. A decline in global markets (or any particular sub-market

thereof) may result in higher delinquencies and/or defaults as borrowers may not be able to repay or refinance their outstanding debt

obligations when due for a variety of reasons, which may adversely affect the performance of the Fund’s investments.

CLOs typically will have no significant assets other than the assets underlying such CLOs, including, but not limited to, secured loans,

leveraged loans, project finance loans, unsecured loans, cash collateralized letters of credit and other asset-backed obligations, and/or

instruments (each of which may be listed or unlisted and in bearer or registered form) that serve as collateral. Payments on the CLO

securities are and will be payable solely from the cash flows from the collateral, net of all management fees and other expenses.

The failure by a CLO in which the Fund invests to satisfy financial covenants, including with respect to adequate collateralization

and/or interest coverage tests, could lead to a reduction in its payments to the Fund. In the event that a CLO fails certain tests, holders

of CLO senior debt may be entitled to additional payments that would, in turn, reduce the payments the Fund would otherwise be

entitled to receive. Separately, the Fund may incur expenses to the extent necessary to seek recovery upon default or to negotiate new

terms, which may include the waiver of certain financial covenants, with a defaulting CLO or any other investment the Fund may

make. If any of these occur, it could materially and adversely affect the Fund’s returns.

Issuers may be subject to management, administration and incentive or performance fees. Payment of such additional fees will

adversely impact on the returns achieved by the Fund.

The Fund may hold securities that are in a first loss or subordinated position with respect to realized losses on the collateral of its

issuers. The leveraged nature of CLOs, in particular, magnifies the adverse impact of loan defaults. CLO investments represent a leveraged

investment with respect to the underlying loans. Therefore, changes in the market value of the CLO investments could be greater

than the change in the market value of the underlying loans, which are subject to credit, liquidity and interest rate risk.

The Fund’s investments and the assets that collateralize them may prepay more quickly than expected and have an impact on the

value of the Fund. Prepayment rates are influenced by changes in interest rates and a variety of factors beyond the Fund’s control and

consequently cannot be accurately predicted. Early prepayments give rise to increased re-investment risk, as the Fund or a CLO collateral

manager might realize excess cash from prepayments earlier than expected. If the Fund or a CLO collateral manager is unable to

reinvest such cash in a new investment with an expected rate of return at least equal to that of the investment repaid, this may reduce

net income and the fair value of that asset.

The Fund is expected to rely on CLO collateral managers to administer and review the portfolios of collateral they manage. The actions

of the CLO collateral managers may significantly affect the return on investments. The ability of each CLO collateral manager to identify

and report on issues affecting its securitization portfolio on a timely basis could also affect the return on investments, as the Fund

may not be provided with information on a timely basis in order to take appropriate measures to manage its risks. The Fund is also

expected to rely on CLO collateral managers to act in the best interests of a CLO it manages. If any CLO collateral manager were to act

in a manner that was not in the best interest of the CLOs (e.g., gross negligence, with reckless disregard or in bad faith), this could

adversely impact the overall performance of investments.

There could in the future be circumstances when uncertainty exists with respect to the roles of certain parties in respect of the issuers

of the securities in which the Fund invests. Various issues may arise for which there may not be a clear answer in the transaction

documents of such issuers, such as, for example only, whether the trustee is obligated to actively search for breaches of representations

and warranties, whether holders of the issuer’s securities should be allowed access to all deal documents and whether principal

forgiveness should be treated as a realized loss. The manner in which these open issues are resolved, specifically those which impact

the receipt and allocation of underlying cash flows and losses, could adversely impact the Fund’s current and future investments in

issuers.

The failure of servicers to effectively service the loans underlying certain of the investments held by the Fund could materially and

adversely affect the Fund. Most securitizations of loans require a servicer to manage collections on each of the underlying loans. Both

default frequency and default severity of loans may depend upon the quality of the servicer. If servicers are not vigilant in encouraging

borrowers to make their monthly payments, the borrowers may be far less likely to make these payments, which could result in a

higher frequency of default. If servicers take longer to liquidate non-performing assets, loss severities may tend to be higher than

originally anticipated. The failure of servicers to effectively service the receivables underlying certain assets in the Fund’s investments

could negatively impact the value of its investments and its performance. Servicer quality is of prime importance in the default performance

of certain personal loans. Servicers may go out of business which would require a transfer of servicing to another servicer.

Such transfers take time and loans may become delinquent because of confusion or lack of attention. Servicers may be required to

advance interest on delinquent loans to the extent the servicer deems those advances recoverable. In the event the servicer does not

advance, interest may be interrupted even on more senior securities. Servicers may also advance more than is in fact recoverable

once a defaulted loan is disposed, and the loss to the Fund may be greater than the outstanding principal balance of that loan (greater

than 100% loss severity). For securitizations with corporate loans, the collateral manager’s role in reinvestment of principal amortization

in performing credits and with respect to loans that default, as well as its ability to actively manage the portfolio through trading,

will have a significant impact on the value of the underlying collateral and the performance of its securitization. If the collateral manager

reinvests proceeds into loans which then default, does not sell loans before such loans default close to the original purchase

price or does not effectively contribute to a restructuring process to maximize value of the loan the securitization owns, the collateral

manager could materially and adversely impact the Fund’s investments.

The Fund’s investment strategy with respect to certain investments (or types of investments) may be based, in part, upon the premise

that interests in issuers and/or an issuer’s underlying collateral that are otherwise performing may from time to time be available for

participation by the Fund at “discounted” rates or at “undervalued” prices. Purchasing debt instruments and/or other interests at what

may appear to be “undervalued” or “discounted” levels is no guarantee that these investments will generate attractive risk-adjusted

returns to the Fund or will not be subject to further reductions in value. For reasons not necessarily attributable to any of the risks set

forth herein (for example, supply/demand imbalances or other market forces), the prices of the debt instruments and other securities

in which the Fund invests may decline substantially. In particular, purchasing debt instruments or other assets at what may appear to

be “undervalued” or “discounted” levels is no guarantee that these assets will not be trading at even lower levels at a time of valuation

or at the time of sale. It may not be possible to predict such “spread widening” risk. Additionally, the perceived discount in pricing

from previous environments described herein may still not reflect the true value of the collateral assets underlying debt instruments in

which the Fund invests.

The fair value of investments may be significantly affected by changes in interest rates. Investments in senior-secured loans through

CLOs are sensitive to interest rate levels and volatility. Although CLOs are generally structured to mitigate the risk of interest rate mismatch,

there may be some difference between the timing of interest rate resets on the assets and liabilities of a CLO. Such a mismatch

in timing could have a negative effect on the amount of funds distributed to CLO investors, including the Fund. In addition, CLOs may

not be able to enter into hedge agreements, even if it may otherwise be in the best interests of the CLO to hedge such interest rate

risk. Furthermore, in the event of a significant rising interest rate environment and/or economic downturn, loan defaults may increase

and result in credit losses that may adversely affect the Fund’s cash flow, fair value of its assets and operating results.

The senior-secured loans underlying CLOs typically have floating interest rates. A rising interest rate environment may increase loan

defaults, resulting in losses for the CLOs and the Fund. Further, a general rise in interest rates will increase the financing costs of the

CLOs. However, since many of the senior secured loans within these CLOs have floors based on the Secured Overnight Financing Rate

(“SOFR”) or another reference rate, there may not be corresponding increases in investment income constraining distributions to

investors in these CLOs. CLOs typically obtain financing at a floating rate based on SOFR or another reference rate.

CLOs are typically actively managed by an investment manager, and as a result the interests therein are traded, subject to credit rating

agency and other constraints, by such investment manager. The aggregate return on the CLO equity securities will depend in part

upon the ability of each investment manager to actively manage the issuer’s portfolio of assets. Additionally, CLOs may be negatively

impacted by rating agency actions, and if the securities issued by, or the portfolio securities of, a CLO are downgraded, the Fund’s

investment may decline in value. It is possible that an affiliate of the Fund may participate (in certain instances) in the review and

approval of the initial collateral selection of the Fund’s issuers as well as any collateral additions to the portfolio. In times of market

stress, valuation of CLO securities may reflect wide bid-ask spreads from numerous valuation sources and be subject to good faith

valuations. However, the exercise of control over an issuer could expose the assets of the Fund to claims by such issuer, its investors

and its creditors. While the Sub-Adviser

manages

the Fund in a manner that will minimize the exposure of these risks, the possibility

of successful claims cannot be precluded.

Between the closing date and the effective date of a CLO, the CLO collateral manager will generally expect to purchase additional collateral

obligations for the CLO. During this period, the price and availability of these collateral obligations may be adversely affected by

a number of market factors, including price volatility and availability of investments suitable for the CLO, which could hamper the ability

of the collateral manager to acquire a portfolio of collateral obligations that will satisfy specified concentration limitations and allow

the CLO to reach the target initial par amount of collateral prior to the effective date. An inability or delay in reaching the target initial

par amount of collateral may adversely affect the timing and amount of interest or principal payments received by the holders of the

CLO debt securities and distributions on the CLO equity securities and could result in early redemptions which may cause CLO debt

and equity investors, including the Fund, to receive less than face value of

their

investment.

Risks Related to Investing in Data Centers.

The Fund may invest in data centers. Such investments are subject to operating risks

common to the data center industry, which include changes in tenant demands or preferences, a decline in the technology industry,

such as a decrease in the use of mobile or web-based commerce, industry slowdowns, business layoffs or downsizing, relocation of

businesses, increased costs of complying with existing or new government regulations and other factors; a downturn in the market

for data center space generally such as oversupply of or reduced demand for space; increased competition, including from tenants

choosing to develop their own data centers; and the rapid development of new technologies or the adoption of new industry standards

that render tenants’ current products and services or facilities obsolete or unmarketable. To the extent that any of these or other

adverse conditions occur, they are likely to impact market rents for, and cash flows from, the Fund’s data center investments, which

could have a material adverse effect on the Fund.

Royalties Risk.

The Fund may invest in royalties, either directly purchasing the asset generating royalties or providing loans secured

by royalties. Investments in royalties incorporate a number of general market risks along with risks specific to various underlying royalty

strategies, such as oil and gas, music/entertainment and healthcare, among others. Included in those risks are volatility in commodities,

regulatory changes, delays in government approvals, patent defense and enforcement, product liabilities, product pricing

and the dependence on third parties to market or distribute the product. The market performance of the target products, therefore,

may be diminished by any number of factors that are beyond the Fund’s control.

Interest Rate Risk

. General interest rate fluctuations and changes in credit spreads on floating rate loans may have a substantial

negative impact on the Fund’s investments and investment opportunities and, accordingly, may have a material adverse effect on the

Fund’s rate of return on invested capital, the Fund’s net investment income and the Fund’s NAV. Certain of the Fund’s debt investments

will have variable interest rates that reset periodically based on benchmarks such as SOFR and the prime rate, so an increase in interest

rates may make it more difficult for issuers to service their obligations under the debt investments that the Fund will hold.

While

the Federal Reserve raised interest rates throughout 2022 and 2023, as inflation pressures have eased in recent periods, the Federal

Reserve has relaxed its monetary policies and cut the interest rates to support the broader economy.

2024 and 2025, the Federal

Reserve announced several benchmark rate cuts. These developments, along with domestic and international debt and credit concerns,

could cause interest rates to be volatile, which may negatively impact the Fund’s ability to access the debt markets on favorable

terms. A prolonged reduction in interest rates will reduce the Fund’s gross investment income and could result in a decrease in the

Fund’s net investment income if such decreases in interest rates are not offset by a corresponding increase in the interest rates the

Fund earns on any portfolio investments, a decrease in the Fund’s operating expenses, or a decrease in the interest rate of the Fund’s

floating interest rate liabilities tied to SOFR or other interest rate benchmark. Interest rate changes may also affect the value of a debt

instrument indirectly (especially in the case of fixed rate securities) and directly (especially in the case of instruments whose rates are

adjustable). In

addition, to the extent the Fund borrows money to make investments, its returns will depend, in part, upon the difference

between the rate at which it borrows funds and the rate at which it invests those funds. As a result, there can be no assurance

that a significant change in market interest rates will not have a material adverse effect on the Fund’s net investment income to the

extent it uses debt to finance its investments. In periods of rising interest rates, the Fund’s cost of funds would increase, which could

reduce its net investment income. In general, rising interest rates will negatively impact the price of a fixed rate debt instrument and

falling interest rates will have a positive effect on price. Adjustable-rate instruments also react to interest rate changes in a similar

manner, although generally to a lesser degree (depending, however, on the characteristics of the reset terms, including the index chosen,

frequency of reset and reset caps or floors, among other factors). From time to time, the Fund may be exposed to medium- to

long-term spread duration securities. Longer spread duration securities have a greater adverse price impact to increases in interest

rates. Interest rate sensitivity is generally more pronounced and less predictable in instruments with uncertain payment or prepayment

schedules.

Changes in interest rates can also affect, among other things, the Fund’s ability to acquire and originate loans and

securities and the value of the Fund’s investment portfolio. The Fund’s net investment income may be affected by fluctuations in various

interest rates, including the Euro Interbank Offered Rate, Bank Bill Swap Bid Rate, SOFR, the Sterling Overnight Index Average

and the Bank Bill Benchmark Rate.

If general interest rates rise, there is a risk that the portfolio companies in which the Fund holds floating rate securities will be unable

to pay escalating interest amounts, which could result in a default under their loan documents.

The potential, however, for the value of

a floating rate loan or security to increase in response to interest rate declines is limited.

Rising interest rates could also cause portfolio

companies to shift cash from other productive uses to the payment of interest, which may have a material adverse effect on their

business and operations and could, over time, lead to increased defaults. In addition, rising interest rates may increase pressure on

the Fund to provide fixed rate loans to the Fund’s portfolio companies, which could adversely affect the Fund’s net investment income,

as increases in the cost of borrowed funds would not be accompanied by increased interest income from such fixed-rate investments.

Inflation Risk.

Inflation risk is the risk that the value of certain assets or income from the Fund’s investments will be worth less in the

future as inflation decreases the value of money. As inflation increases, the real value of investments and distributions can decline.

Therefore, the income generated by debt investments may not keep pace with inflation.

In addition, during any periods of rising inflation,

the dividend rates or borrowing costs associated with the Fund’s use of leverage would likely increase, which would tend to further

reduce returns to Shareholders.

Furthermore, actions by governments and central banking authorities can result in changes in

interest rates. Periods of higher inflation could cause such authorities to raise interest rates, and vice versa, which may adversely

impact the Fund and its investments.

Real Assets Investments Risk.

The Fund may invest a portion of its assets in securities and credit instruments associated with real

assets, including infrastructure and aviation, which have historically experienced substantial price volatility. The value of companies

engaged in these industries is affected by, among other things: (i) changes in general economic and market conditions; (ii) the

destruction of real assets, catastrophic events (such as earthquakes,

wildfires,

floods, hurricanes, tornadoes, man-made disasters,

and terrorist acts) and other public crises and relief responses; (iii) changes in environmental, governmental and other regulations;

(iv) risks related to local economic conditions, overbuilding and increased competition; (iv) increases in property taxes and operating

expenses; (vi) changes in zoning laws; (vii) casualty and condemnation losses; (viii) surplus capacity and depletion concerns; (ix) the

availability of financing; and (x) changes in interest rates and leverage. In addition, the availability of attractive financing and refinancing

typically plays a critical role in the success of these investments. As a result, such investments are subject to credit risk because

borrowers may be delinquent in payment or default. Borrower delinquency and default rates may be significantly higher than estimated.

The Sub-Adviser’s assessment, or a rating agency’s assessment, of borrower credit quality may prove to be overly optimistic.

The value of securities in these industries may go through cycles of relative under-performance and over-performance in comparison

to equity securities markets in general.

Real Estate Investments Risk.

The Fund may invest a portion of its assets in securities and credit instruments of companies in the

real estate industry, which has historically

been cyclical and particularly sensitive to economic downturns and other events that limit

demand for real estate, which would adversely impact the value of real estate investments

. The value of companies engaged in the real

estate industry is affected by, among other things: (i) changes in general economic and market conditions

, including fluctuations in

supply and demand

; (ii) changes in the value of real estate properties; (iii) risks related to local economic conditions, overbuilding and

increased competition; (iv) increases in property taxes and operating expenses; (v) changes in zoning laws; (vi) casualty and condemnation

losses; (vii) variations in rental income, neighborhood values or the appeal of property to tenants; (viii) the availability of

financing; and (ix) changes in interest rates and leverage. In addition, the availability of attractive financing and refinancing typically

plays a critical role in the success of real estate investments. As a result, such investments are subject to credit risk because borrowers

may be delinquent in payment or default. Borrower delinquency and default rates may be significantly higher than estimated. The

Sub-Adviser’s assessment, or a rating agency’s assessment, of borrower credit quality may prove to be overly optimistic. The value of

securities in this industry may go through cycles of relative under-performance and over-performance in comparison to equity securities

markets in general.

The Fund’s investments in mortgage loans secured by real estate will be subject to risks of delinquency, loss, taking title to collateral

and bankruptcy of the borrower. The ability of a borrower to repay a loan secured by real estate is typically dependent primarily upon

the successful operation of such property rather than upon the existence of independent income or assets of the borrower. If the net

operating income of the property is reduced or is not increased, depending on the borrower’s business plan, the borrower’s ability to

repay the loan may be impaired. If a borrower defaults or declares bankruptcy and the underlying asset value is less than the loan

amount, the Fund will suffer a loss. In this manner, real estate values could impact the value of the Fund’s mortgage loan investments.

Therefore, the Fund’s investments in mortgage loans will be subject to the risks typically associated with real estate. The Fund may

invest in commercial real estate loans, which are secured by commercial property and are subject to risks of loss that may be greater

than similar risks associated with loans made on the security of single-family residential property.

Legislative, regulatory and enforcement actions seeking to prevent or restrict foreclosures or providing forbearance relief to borrowers

of residential mortgage loans may adversely affect the value of certain mortgage loan investments. Legislative or regulatory initiatives

by federal, state or local legislative bodies or administrative agencies, if enacted or adopted, could delay foreclosure or the exercise

of other remedies, provide new defenses to foreclosure, or otherwise impair the ability of the loan servicer to foreclose or realize

on a defaulted mortgage loan. While the nature or extent of limitations on foreclosure or exercise of other remedies that may be

enacted cannot be predicted, any such governmental actions that interfere with the foreclosure process or are designed to protect

customers could increase the costs of such foreclosures or exercise of other remedies in respect of mortgage loans, delay the timing

or reduce the amount of recoveries on defaulted mortgage loans held by the Fund, and consequently, could adversely impact the

yields and distributions the Fund may receive in respect of its ownership of mortgage loans.

Software Industry Risk

. The Fund may invest in companies in the software industry. The software industry can be significantly

affected by intense competition, aggressive pricing, technological innovations, and product obsolescence. Companies in the software

industry are subject to significant competitive pressures, such as aggressive pricing, new market entrants, competition for market

share, short product cycles due to an accelerated rate of technological developments and the potential for limited earnings and/or

falling profit margins. These companies also face the risks that new services, equipment or technologies will not be accepted by consumers

and businesses or will become rapidly obsolete. These factors can affect the profitability of these companies and, as a result,

the value of their securities. Also, patent protection is integral to the success of many companies in this industry, and profitability can

be affected materially by, among other things, the cost of obtaining (or failing to obtain) patent approvals, the cost of litigating patent

infringement and the loss of patent protection for products (which significantly increases pricing pressures and can materially reduce

profitability with respect to such products). In addition, many software companies have limited operating histories. Prices of these

companies’ securities historically have been more volatile than other securities, especially over the short term.

Preferred Stock.

Preferred stock generally has a preference as to dividends and upon the event of liquidation over an issuer’s common

stock, but it ranks junior to debt securities in an issuer’s capital structure. Preferred stock generally pays dividends in cash (or

additional shares of preferred stock) at a defined rate, but unlike interest payments on debt securities, preferred stock dividends are

payable only if declared by the issuer’s board of directors. Dividends on preferred stock may be cumulative, meaning that, in the event

the issuer fails to make one or more dividend payments on the preferred stock, no dividends may be paid on the issuer’s common

stock until all unpaid preferred stock dividends have been paid. Preferred stock may also be subject to optional or mandatory redemption

provisions.

Convertible Securities.

Convertible securities (including contingent convertible securities) are bonds, debentures, notes, preferred

stocks or other securities that may be converted into or exchanged for a specified amount of common stock of the same or a different

issuer within a particular period of time at a specified price or formula. A convertible security generally entitles its holder to receive

interest or a dividend until the convertible security matures or is redeemed or converted. Convertible securities generally: (i) have

higher yields than the dividends on the underlying common stocks, but lower yields than non-convertible securities of a comparable

duration; (ii) are less volatile in price than the underlying common stock due to their fixed-income characteristics; (iii) have a significant

option component to their value which is directly impacted by the prevailing market volatility and interest rates; and (iv) provide

the potential for capital appreciation if the market price of the underlying common stock increases.

The value of a convertible security is a function of its “investment value” (determined by its yield in comparison with the yields of

other securities of comparable maturity and quality that do not have a conversion feature) and its “conversion value” (the security’s

worth, at market value, if converted into the underlying common stock). The investment value of a convertible security is influenced

by changes in interest rates (with investment value declining as interest rates increase) as well as market volatility (with the conversion

value increasing as market volatility increases). The credit standing of the issuer and other factors may also have an effect on

investment value. The conversion value of a convertible security is determined by the market price of the underlying common stock. If

the conversion value is low relative to the investment value, the price of the convertible security is governed principally by its investment

value. To the extent that the market price of the underlying common stock approaches or exceeds the conversion price, the price

of the convertible security will be increasingly influenced by its conversion value. A convertible security generally will sell at a premium

over its conversion value by the extent to which investors place value on the right to acquire the underlying common stock

while holding a fixed-income security. Generally, the amount of the premium decreases (as with an option) as the convertible security

approaches maturity.

A convertible security may be subject to redemption at the option of the issuer. If a convertible security held by the Fund is called for

redemption, the Fund will be required either to permit the issuer to redeem the security or convert it into the underlying common

stock. Either of these actions could have an adverse effect on the value of the Fund’s position.

Additionally, certain types of convertible

securities may decline in value or lose their value entirely in the event that the issuer’s financial condition becomes significantly

impaired.

The Fund may also invest in contingent convertible securities. Contingent convertible securities are a form of hybrid debt security that

are intended to either convert into equity or have their principal written down upon the occurrence of certain “triggers.” In certain circumstances,

the principal of contingent convertible securities may be written down to zero even when the underlying equity may

retain value. The value of contingent convertible securities is unpredictable and will be influenced by many factors including, without

limitation: (i) the creditworthiness of the issuer and/or fluctuations in such issuer’s applicable capital ratios; (ii) supply and demand

for the contingent convertible securities; (iii) general market conditions and available liquidity; and (iv) economic, financial and political

events that affect the issuer, its particular market or the financial markets in general. Investments in contingent convertible securities

may be considered speculative.

Limited Amortization Requirements.

The Fund may invest in loans that have limited mandatory amortization requirements. While

these loans may obligate an issuer to repay the loan out of asset sale proceeds, with annual excess cash flow or by refinancing upon

maturity, repayment requirements may be subject to substantial limitations that would allow an issuer to retain such asset sale proceeds

or cash flow, thereby extending the expected weighted average life of the investment. In addition, a low level of amortization of

any debt over the life of the investment may increase the risk that an issuer will not be able to repay or refinance the loans held by the

Fund when it matures.

Securities on a When-Issued or Forward Commitment Basis.

The Fund may purchase securities on a “when-issued” basis and may

purchase or sell securities on a “forward commitment” basis to acquire the security or to hedge against anticipated changes in interest

rates and prices. When such transactions are negotiated, the price is fixed at the time the commitment is made, but delivery and

payment for the securities take place at a later date. When-issued securities and forward commitments may be sold prior to the settlement

date, but the Fund will enter into when-issued and forward commitments only with the intention of actually receiving or delivering

the securities, as the case may be. If the Fund disposes of the right to acquire a when-issued security prior to its acquisition or

disposes of its right to deliver or receive against a forward commitment, it might incur a gain or loss. There is always a risk that the

securities may not be delivered and that the Fund may incur a loss. Settlements in the ordinary course, which may take substantially

more than five business days, are not treated by the Fund as when-issued or forward commitment transactions. The settlements of

secondary market purchases of senior loans in the ordinary course, on a settlement date beyond the period expected by loan market

participants are subject to delayed compensation. Furthermore, the purchase of a senior loan in the secondary market is typically

negotiated and finalized pursuant to a binding trade confirmation, and therefore, the risk of non-delivery of the security to the Fund is

reduced or eliminated when compared with such risk when investing in when-issued or forward commitment securities.

Equity Investments.

When the Fund invests in senior secured loans or mezzanine loans, it may acquire equity securities as well. In

addition, the Fund may invest directly in the equity securities of issuers. The Fund’s goal is ultimately to dispose of such equity interests

and realize gains upon its disposition of such interests. However, the equity interests received may not appreciate in value and, in

fact, may decline in value. Accordingly, the Fund may not be able to realize gains from its equity interests, and any gains that it does

realize on the disposition of any equity interests may not be sufficient to offset any other losses experienced.

The value of the Fund’s portfolio may be affected by changes in the equity markets generally. Equity markets may experience significant

short-term volatility and may fall sharply at times. Different markets may behave differently from each other and U.S. equity markets

may move in the opposite direction from one or more foreign stock markets. Adverse events in any part of the equity or fixed-income

markets may have unexpected negative effects on other market segments. The prices of individual equity securities generally

do not all move in the same direction at the same time and a variety of factors can affect the price of a particular company’s securities.

These factors may include, but are not limited to, poor earnings reports, a loss of customers, litigation against the company, general

unfavorable performance of the company’s sector or industry, or changes in government regulations affecting the company or its

industry.

Investments in Publicly Traded Companies.

The Fund’s investment portfolio may contain securities or instruments issued by

publicly-held companies. Such investments may subject the Fund to risks that differ in type or degree from those involved with investments

in privately-held companies. Such risks include, without limitation, greater volatility in the valuation of such companies,

increased obligations to disclose information regarding such companies, limitations on the ability of the Fund to dispose of such

securities or instruments at certain times, increased likelihood of Shareholder litigation against such companies’ board members

(which may include personnel of the Adviser or Sub-Adviser) and increased costs associated with each of the aforementioned risks.

In addition, in respect of the Fund’s publicly traded debt investments, the Fund will not obtain financial covenants or other contractual

rights, including management rights, that it might otherwise be able to obtain in making privately-negotiated investments. Moreover,

the Fund may not have the same access to information in connection with investments in public securities, either when investigating a

potential investment or after making an investment, as compared to privately-negotiated investments. Furthermore, the Fund may be

limited in its ability to make investments, and to sell existing investments, in public securities because the Adviser or Sub-Adviser

may be deemed to have material, nonpublic information regarding the issuers of those securities or as a result of other internal policies.

Prepayment Risk.

Prepayment risk relates to the early repayment of principal on a loan or debt security. Loans are generally callable

at any time, and certain loans may be callable at any time at no premium to par. The Sub-Adviser is generally unable to predict the rate

and frequency of such repayments. Whether a loan is called will depend both on the continued positive performance of the issuer and

the existence of favorable financing market conditions that allow such issuer the ability to replace existing financing with less expensive

capital. As market conditions change frequently, the Sub-Adviser will often be unable to predict when, and if, this may be possible

for each of the Fund’s issuers. Having the loan or other debt instrument called early may have the effect of reducing the Fund’s actual

investment income below its expected investment income if the capital returned cannot be invested in transactions with equal or

greater yields.

Investments in Highly Leveraged Issuers.

The Fund’s investments are expected to include investments in issuers whose capital

structures have significant leverage (including substantial leverage senior to the Fund’s investments), a considerable portion of which

may be at floating interest rates. The leveraged capital structure of such issuers will increase their exposure to adverse economic factors

such as rising interest rates, downturns in the economy or further deteriorations in the financial condition of the issuer or its

industry. This leverage may result in more serious adverse consequences to such companies (including their overall profitability or

solvency) in the event these factors or events occur than would be the case for less leveraged issuers. In using leverage, these issuers

may be subject to terms and conditions that include restrictive financial and operating covenants, which may impair their ability to

finance or otherwise pursue their future operations or otherwise satisfy additional capital needs. Moreover, rising interest rates may

significantly increase the issuers or project’s interest expense, or a significant industry downturn may affect a company’s ability to

generate positive cash flow, in either case causing an inability to service outstanding debt. The Fund’s investments may be among the

most junior financing in an issuer’s capital structure. In the event such issuer cannot generate adequate cash flow to meet debt obligations,

the company may default on its loan agreements or be forced into bankruptcy resulting in a restructuring or liquidation of the

company, and the Fund, particularly in light of the subordinated and/or unsecured position of the Fund’s investments, may suffer a

partial or total loss of capital invested in the company, which could adversely affect the return of the Fund.

Investments in Restructurings.

The Fund may invest in restructurings that involve, or otherwise invest in the debt securities of, companies

that are experiencing or are expected to experience severe financial difficulties. These severe financial difficulties may never be

overcome and may cause such companies to become subject to bankruptcy proceedings. The return on investment sought or targeted

by the Fund in any investment in a restructuring may depend upon the restructuring progressing in a particular manner or

resulting in a particular outcome (including regarding the conversion or repayment of the Fund’s investments). There can be no assurance

that any such outcome, development or result will occur or be successful and, as a result, the premise underlying the Fund’s

investment may never come to fruition and the Fund’s returns may be adversely affected. Investments in restructurings could, in certain

circumstances, subject the Fund to certain additional potential liabilities that may exceed the value of the Fund’s original investment

therein. For instance, under certain circumstances, payments to the Fund and distributions to Shareholders may be reclaimed if

any such payment or distribution is later determined to have been a fraudulent conveyance, preferential payment or similar transaction

under applicable bankruptcy and insolvency laws. Furthermore, investments in restructurings may be adversely affected by statutes

relating to, among other things, fraudulent conveyances, voidable preferences, lender liability and the court’s discretionary power

to disallow, subordinate or disenfranchise particular claims or characterize investments made in the form of debt as equity contributions.

For certain restructurings, the Fund may utilize blocker corporations, which may incur federal and state income taxes. In

restructurings, whether constituting liquidation (both in and out of bankruptcy) and other forms of corporate reorganization, there

exists the risk that the restructuring either will be unsuccessful (due to, for example, failure to obtain requisite approvals), will be

delayed (for example, until various liabilities, actual or contingent, have been satisfied) or will result in a distribution of cash or a new

security or instrument the value of which will be less than the purchase price to the Fund of the security in respect to which such distribution

was made. The Fund may not be “hedged” against market fluctuations, or, in liquidation situations, may not accurately value

the assets of the company being liquidated. This can result in losses, even if the proposed restructuring is consummated. Under certain

circumstances, a lender that has inappropriately exercised control of the management and policies of a debtor may have its

claims subordinated or disallowed, or may be found liable for damages suffered by parties as a result of such actions.

When a company seeks relief under the U.S. Bankruptcy Code (or has a petition filed against it), an automatic stay prevents all entities,

including creditors, from foreclosing or taking other actions to enforce claims, perfect liens or reach collateral securing such

claims. Creditors who have claims against the company prior to the date of the bankruptcy filing must petition the court to permit

them to take any action to protect or enforce their claims or their rights in any collateral. Such creditors may be prohibited from doing

so if the court concludes that the value of the property in which the creditor has an interest will be “adequately protected” during the

proceedings. If the Bankruptcy Court’s assessment of adequate protection is inaccurate, a creditor’s collateral may be wasted without

the creditor being afforded the opportunity to preserve it. Thus, even if the Fund holds a secured claim, it may be prevented from collecting

the liquidation value of the collateral securing its debt, unless relief from the automatic stay is granted by the Bankruptcy

Court. Bankruptcy proceedings are inherently litigious, time consuming, highly complex and driven extensively by facts and circumstances,

which can result in challenges in predicting outcomes. The equitable power of bankruptcy judges also can result in uncertainty

as to the ultimate resolution of claims.

Security interests held by creditors are closely scrutinized and frequently challenged in bankruptcy proceedings and may be invalidated

for a variety of reasons. For example, security interests may be set aside because, as a technical matter, they have not been perfected

properly under the Uniform Commercial Code or other applicable law. If a security interest is invalidated, the secured creditor

loses the value of the collateral and because loss of the secured status causes the claim to be treated as an unsecured claim, the

holder of such claim will almost certainly experience a significant loss of its investment. There can be no assurance that the security

interests securing the Fund’s claims will not be challenged vigorously and found defective in some respect, or that the Fund will be

able to prevail against any such challenge.

Moreover, debt may be disallowed or subordinated to the claims of other creditors if the creditor is found guilty of certain inequitable

conduct resulting in harm to other parties with respect to the affairs of a company filing for protection from creditors under the U.S.

Bankruptcy Code. Creditors’ claims may be treated as equity if they are deemed to be contributions to capital, or if a creditor attempts

to control the outcome of the business affairs of a company prior to its filing under the U.S. Bankruptcy Code. Serving on an official

or unofficial creditors’ committee, for example, increases the possibility that the Fund will be deemed an “insider” or a “fiduciary” of

an issuer it has so assisted and may increase the possibility that the Bankruptcy Court would invoke the doctrine of “equitable subordination”

with respect to any claim or equity interest held by the Fund in such issuer and subordinate any such claim or equity interest

in whole or in part to other claims or equity interests in such issuer. Claims of equitable subordination may also arise outside of the

context of the Fund’s committee activities. If a creditor is found to have interfered with a company’s affairs to the detriment of other

creditors or shareholders, the creditor may be held liable for damages to injured parties. While the Fund will attempt to avoid taking

the types of action that would lead to equitable subordination or creditor liability, there can be no assurance that such claims will not

be asserted or that the Fund will be able to successfully defend against them. In addition, if representation of a creditors’ committee of

an issuer causes the Fund, the Adviser, or the Sub-Adviser to be deemed an affiliate of such issuer, the securities of such issuer held

by the Fund may become restricted securities, which are not freely tradable.

While the challenges to liens and debt described above normally occur in a bankruptcy proceeding, the conditions or conduct that

would lead to an attack in a bankruptcy proceeding could in certain circumstances result in actions brought by other creditors of the

debtor, shareholders of the debtor or even the debtor itself in other state or U.S. federal proceedings, including pursuant to state

fraudulent transfer laws. As is the case in a bankruptcy proceeding, there can be no assurance that such claims will not be asserted or

that the Fund will be able to defend against them successfully. To the extent the Fund assumes an active role in any legal proceeding

involving the debtor, the Fund may be prevented from disposing of securities or instruments issued by the debtor due to the Fund, the

Adviser, or the Sub-Adviser’s possession of material, non-public information concerning the debtor.

From time to time, the Fund may invest in or extend loans to companies that have filed for protection under Chapter 11 of the U.S.

Bankruptcy Code. These debtor-in-possession or “DIP” loans are most often revolving working-capital facilities put into place at the

outset of a Chapter 11 case to provide the debtor with both immediate cash and the ongoing working capital that will be required during

the reorganization process. While such loans are generally less risky than many other types of loans as a result of their seniority in

the debtor’s capital structure and because their terms have been approved by a federal bankruptcy court order, it is possible that the

debtor’s reorganization efforts may fail and the proceeds of the ensuing liquidation of the DIP lender’s collateral might be insufficient

to repay in full the DIP loan.

In addition, issuers located in non-U.S. jurisdictions may be involved in restructurings, bankruptcy proceedings and/or reorganizations

that are not subject to laws and regulations that are similar to the U.S. Bankruptcy Code and the rights of creditors afforded in

U.S. jurisdictions. To the extent such non-U.S. laws and regulations do not provide the Fund with equivalent rights and privileges necessary

to promote and protect its interest in any such proceeding, the Fund’s investments in any such issuer may be adversely

affected. For example, bankruptcy law and process in a non-U.S. jurisdiction may differ substantially from that in the United States,

resulting in greater uncertainty as to the rights of creditors, the enforceability of such rights, reorganization timing and the classification,

seniority and treatment of claims. In certain developing countries, although bankruptcy laws have been enacted, the process for

reorganization remains highly uncertain.

Securities of Other Investment Companies Risk.

Under Section 12(d)(1) of the 1940 Act, subject to the Fund’s own more restrictive

limitations, if any, the Fund’s investment in securities issued by other investment companies (including business development companies

(“BDC”)), subject to certain exceptions, currently is limited to: (1) 3% of the total voting stock of any one investment company;

(2) 5% of the Fund’s total assets with respect to any one investment company; and (3) 10% of the Fund’s total assets in the aggregate

(such limits do not apply to investments in money market funds). Exemptions in the 1940 Act or the rules thereunder may allow the

Fund to invest in another investment company in excess of these limits. In particular, Rule 12d1-4 under the 1940 Act allows the Fund

to acquire the securities of another investment company, excess of the limitations imposed by Section 12 of the 1940 Act, subject to

certain limitations and conditions on the Fund and the Adviser, including limits on control and voting of acquired funds’ shares, evaluations

and findings by the Investment Manager and limits on most three-tier fund structures. Investments by the Fund in private funds

that are excluded from the definition of “investment company” pursuant to Sections 3(c)(1) or 3(c)(7) of the 1940 Act generally are

not subject to the Section 12(d)(1) limits described above.

Rule 12d1-4 is also designed to limit the use of complex fund structures. Under Rule 12d1-4, an acquired fund is prohibited from

purchasing or otherwise acquiring the securities of another investment company or private fund if, immediately after the purchase, the

securities of investment companies and private funds owned by the acquired fund have an aggregate value in excess of 10% of the

value of the acquired fund’s total assets, subject to certain limited exceptions. Accordingly, to the extent the Fund’s shares are sold to

other investment companies in reliance on Rule 12d1-4, the Fund will be limited in the amount it could invest in other investment

companies and private funds.

When investing in the securities of other investment companies, the Fund will be indirectly exposed to all the risks of such investment

companies’ portfolio securities. In addition, as a shareholder in an investment company, the Fund would indirectly bear its pro rata

share of that investment company’s advisory fees, incentive fees and other operating expenses. Fees and expenses incurred indirectly

by the Fund as a result of its investment in shares of one or more other investment companies generally are referred to as “acquired

fund fees and expenses” and are reflected as a separate line item in the Fund’s prospectus fee table. See

“Summary of Fees and

Expenses.”

For certain investment companies, such as BDCs, these expenses may be significant. In addition, the shares of closed-end

management investment companies may involve the payment of substantial premiums above, while the sale of such securities

may be made at substantial discounts from, the value of such issuer’s portfolio securities. Historically, shares of closed-end funds,

including BDCs, have frequently traded at a discount to their NAV, which discounts have, on occasion, been substantial and lasted for

sustained periods of time.

Certain money market funds that operate in accordance with Rule 2a-7 under the 1940 Act float their NAV while others seek to reserve

the value of investments at a stable NAV (typically $1.00 per share). An investment in a money market fund, even an investment in a

fund seeking to maintain a stable NAV per share, is not guaranteed, and it is possible for the Fund to lose money by investing in these

and other types of money market funds. Certain money market funds are subject to mandatory liquidity fees if daily net redemptions

exceed 5% of their net assets and may also impose a discretionary liquidity fee of up to 2% on redemptions if that fee is determined

to be in the best interests of the money market fund. Such fees, if imposed, will reduce the amount the Fund receives on redemptions.

ETF Risk.

The risks of investment in an ETF typically reflect the risks of the types of instruments in which the ETF invests. If the Fund

invests in ETFs, Shareholders will bear indirectly their proportionate share of the ETF’s fees and expenses, as well as their share of the

Fund’s fees and expenses. As a result, an investment by the Fund in an ETF could cause the Fund’s total operating expenses (taking

into account indirect expenses such as the fees and expenses of the ETF) to be higher and, in turn, performance to be lower than if

the Fund were to invest directly in the instruments underlying the ETF. The trading in an ETF may be halted if the trading in one or

more of the ETF’s underlying securities is halted. In addition, ETFs are susceptible to market trading risks, such as the risks of discounts

to net asset value, high spreads and trading disruptions.

Non-Performing Investments.

The Fund’s portfolio may include investments whose underlying collateral are “non-performing” and

that are typically highly leveraged, with significant burdens on cash flow and, therefore, involve a high degree of financial risk. During

an economic downturn or recession, securities of financially troubled or operationally troubled issuers are more likely to go into

default than securities or instruments of other issuers. Securities or instruments of financially troubled issuers and operationally

troubled issuers are less liquid and more volatile than securities or instruments of companies not experiencing financial difficulties.

Investment, directly or indirectly in financially and/or operationally troubled issuers involves a high degree of credit and market risk.

These difficulties may never be overcome and may cause borrowers to become subject to bankruptcy or other similar administrative

proceedings. There is a possibility that the Fund may incur substantial or total losses on its investments and in certain circumstances,

the Fund may be subject to certain additional potential liabilities that may exceed the value of the Fund’s original investment therein.

Risks of Certain Non-U.S. Investments.

The Fund expects to invest a portion of its assets outside of the United States. Non-U.S.

securities or instruments involve certain factors not typically associated with investing in U.S. securities or instruments, including

risks relating to (i) currency exchange matters, including fluctuations in the rate of exchange between the U.S. dollar and the various

non-U.S. currencies in which the Fund’s non-U.S. investments are denominated, and costs associated with conversion of investment

principal and income from one currency into another; (ii) differences in conventions relating to documentation, settlement, corporate

actions, stakeholder rights and other matters; (iii) differences between the U.S. and non-U.S. securities markets, including higher

rates of inflations, higher transaction costs and potential price volatility in, and relative illiquidity of, some non-U.S. securities markets;

(iv) the absence of uniform accounting, auditing

corporate governance, recordkeeping

and financial reporting standards, practices

and disclosure requirements and less governmental supervision and regulation in some countries; (v) certain economic, social

and political risks, including potential exchange control regulations and restrictions on non-U.S. investment and repatriation of capital,

the risks of political, economic or social instability

(including

for example, regional and global conflict),

including the risk of sovereign

defaults, and the possibility of expropriation or confiscatory taxation and adverse economic and political development; (vi) the

possible imposition of non-U.S. taxes on income and gains recognized with respect to such securities or instruments; (vii) differing,

and potentially less well developed or well-tested laws regarding creditor’s rights (including the rights of secured parties), corporate

governance, fiduciary duties and the protection of investors; (viii) difficulty in enforcing contractual obligations; (ix) differences in the

legal and regulatory environment or enhanced legal and regulatory compliance risk; (x) reliance on a more limited number of commodity

inputs, service providers and/or distribution mechanisms; (xi) political hostility to investments by foreign or private investment

fund investors; and (xii) less publicly available information.

In addition, the Fund’s investments in the debt of issuers located in certain non-U.S. jurisdictions may be adversely affected as a

result of the ownership or control of an equity stake in such issuers by the Adviser, the Sub-Adviser and/or their respective affiliates.

For example, in certain circumstances, the Fund could be subject to German “equity substitution rules” (similar to equitable subordination

in the United States) if an issuer in which the Fund holds a debt investment and in which the Adviser, the Sub-Adviser and/or

their respective affiliates hold an equity investment was to become insolvent. In such case, among other things, (i) the Fund may not

be able to enforce its rights with respect to collateral, if any, (ii) the debt held by the Fund may be subordinated and (iii) the receiver

may be entitled to reclaim amounts paid to the Fund within one year of the filing for commencement of insolvency proceedings or

thereafter. The laws of other non-U.S. jurisdictions in which the Fund may seek to invest may have rules similar to Germany’s “equity

substitution rules” discussed above, and the consequences to the Fund with respect to such rules may be more or less severe. Moreover,

additional laws and regulations in non-U.S. jurisdictions in which the Fund may invest may affect the Fund’s investments in such

jurisdictions in a manner that differs adversely from the results that would occur under U.S. laws and regulations applied to similar

facts.

Additionally, the Fund may be less influential than other market participants in jurisdictions where it or the Sub-Adviser do not have a

significant presence. The Fund may be subject to additional risks, which include possible adverse political and economic development

(such as government expropriation

excessive taxation or economic sanctions),

possible seizure or nationalization of non-U.S. deposits

and possible adoption of governmental restrictions which might adversely affect the payment of principal and interest to investors

located outside the country of the issuer, whether from currency blockage or otherwise. Furthermore, some of the securities may be

subject to brokerage taxes levied by governments, which has the effect of increasing the cost of such investment and reducing the

realized gain or increasing the realized loss on such securities at the time of sale.

There can also be difficulty obtaining and enforcing

judgments against issuers in non-U.S. jurisdictions.

While the Sub-Adviser intends, where deemed appropriate, to seek to manage the

Fund in a manner that will minimize exposure to the foregoing risks and will take these factors into consideration in making investment

decisions for the Fund, there can be no assurance that adverse developments with respect to such risks will not adversely affect

the assets of the Fund that are held in certain countries.

Foreign Currency Risks.

A significant portion of the Fund’s investments (and the income and gains received by the Fund in respect of

such investments) may be denominated in currencies other than the U.S. dollar. However, the books of the Fund will be maintained,

and contributions to and distributions from the Fund will generally be made, in U.S. dollars. Accordingly, changes in foreign currency

exchange rates and exchange controls may materially adversely affect the value of the investments and the other assets of the Fund.

For example, any significant depreciation in the exchange rate of the Euro, or any other currency in which the Fund makes investments,

against the U.S. dollar, could adversely affect the value of dividends or proceeds on investments denominated in the Euro or

such other currencies. In addition, the Fund will incur costs, which may be significant, in connection with the conversion of various

currencies.

Currency Hedging Risk.

The Sub-Adviser expects to seek to hedge all or a portion of the Fund’s foreign currency risk. For example,

the Fund may enter into foreign currency forward contracts to reduce the Fund’s exposure to foreign currency exchange rate fluctuations

in the value of foreign currencies. In a foreign currency forward contract, the Fund agrees to receive or deliver a fixed quantity of

one currency for another, at a pre-determined price at a future date. Forward foreign currency contracts are marked-to-market at the

applicable forward rate. There is no guarantee that it will be practical to hedge currency risks or that any efforts to do so will be successful.

The use of foreign currency forward contracts is a highly specialized activity that involves investment techniques and risks

different from those associated with investments in more traditional securities and instruments, and there is no guarantee that the

Fund’s use of foreign currency forward contracts will achieve their intended result. If the Sub-Adviser is incorrect in its expectation of

the timing or level of fluctuation in securities prices, currency prices or other variables, the use of foreign currency forward contracts

could result in losses to the Fund, which in some cases may be significant. A lack of correlation between changes in the value of foreign

currency forward contracts and the value of the portfolio assets (if any) being hedged could also result in losses to the Fund.

Use of Leverage: Risk of Borrowing by the Fund.

The Fund

employs

leverage through a variety of instruments and/or facilities. The

Fund’s willingness to use leverage, and the extent to which leverage is used at any time, will depend on many factors, including the

Sub-Adviser’s assessment of the yield curve environment, interest rate trends, market conditions and other factors. The Fund may

incur permanent, Fund-level leverage including through, but not limited to, asset-backed facilities, revolvers, bonds, privately placed

notes, subscription facilities, short-sales or other instruments. Borrowings by the Fund will further diminish returns (or increase

losses on capital) to the extent overall returns are less than the Fund’s cost of funds. Such debt exposes the Fund to refinancing,

recourse and other risks. As a general matter, the presence of leverage can accelerate losses.

Subject to prevailing market conditions, the Fund may add financial leverage if, immediately after such borrowing, it would have asset

coverage (as defined in the 1940 Act) of 300% or more on any senior security represented by indebtedness and 200% or more on

preferred stock and debt, collectively. For example, if the Fund has $100 in net assets, it may utilize leverage through obtaining debt of

up to $50, resulting in $150 in total assets (or 300% asset coverage). The Fund may seek to obtain leverage through preferred stock.

The Fund may use leverage opportunistically and may choose to increase or decrease its leverage, or use different types or combinations

of leveraging instruments, at any time based on the Fund’s assessment of market conditions and the investment environment.

The Fund

employs

leverage representing approximately 20-33% of the Fund’s net assets.

The Advisers expect that the Fund’s borrowings may ultimately be secured with a security interest in investments. In times of adverse

market conditions, the Fund may be required to post additional collateral that could affect the Fund’s liquidity. Incurrence of indebtedness

at the Fund level (or entity through which it invests) may have consequences to the Fund and Shareholders, including, but not

limited to: (i) greater fluctuations in the NAV of the Fund’s assets; (ii) use of cash flow for debt service, Distributions, or other purposes

(and prospective investors should specifically note in this regard that, for the avoidance of doubt, in connection with one or

more credit facilities entered into by the Fund, Distributions to Shareholders may be subordinated to payments required in connection

with any indebtedness contemplated thereby); (iii) to the extent that Fund revenues are required to meet principal payments, Shareholders

may be allocated income (and therefore tax liability) in excess of cash distributed; and (iv) in certain circumstances, the Fund

may be required to dispose of investments at a loss or otherwise on unattractive terms in order to service its debt obligations or meet

its debt covenants. There can be no assurance that the Fund will have sufficient cash flow to meet its debt service obligations. As a

result, the Fund’s exposure to foreclosure and other losses may be increased due to the illiquidity of its investments.

In addition, the Fund may need to refinance its outstanding debt as it matures. There is a risk that the Fund may not be able to refinance

existing debt or that the terms of any refinancing may not be as favorable as the terms of any then existing loan agreements. If

prevailing interest rates or other factors at the time of refinancing result in higher interest rates upon refinancing, then the interest

expense relating to that refinanced indebtedness would increase. These risks could adversely affect the Fund’s financial condition and

cash flows and the return on its investments.

With respect to any asset-backed facility entered into by the Fund (or an affiliate thereof), a decrease in the market value of the Fund’s

investments

(due to market conditions, the fair valuation of the Fund’s investments or otherwise)

would increase the effective amount

of leverage and could result in the possibility of a violation of certain financial covenants pursuant to which the Fund must repay the

borrowed funds to the lender. Liquidation of the Fund’s investments at an inopportune time in order to satisfy such financial covenants

could adversely impact the performance of the Fund and could, if the value of its investments had declined significantly, cause

the Fund to lose all or a substantial amount of its capital. In the event of a sudden, precipitous drop in the value of the Fund’s assets,

the Fund might not be able to dispose of assets quickly enough to pay off its debt resulting in a foreclosure or other total loss of some

or all of the pledged assets. Fund-level debt facilities typically include other covenants such as, but not limited to, covenants against

the Fund incurring or being in default under other recourse debt, including certain Fund guarantees of asset level debt, which, if triggered

could cause adverse consequences to the Fund if it is unable to cure or otherwise mitigate such breach.

Effects of Leverage.

The table below assumes that borrowings represent approximately 33% of the Fund’s net assets as of

July

2026

and the Fund bears expenses relating to such borrowings at an annual effective interest rate of

5.47

% (based on interest rates

for such borrowings as of a recent date). The table below also assumes that the annual return that the Fund’s portfolio must experience

(net of expenses not related to borrowings) in order to cover the costs of such leverage would be approximately

1.81

%. These

figures are estimates based on current market conditions, used for illustration purposes only.

Actual expenses associated with borrowings

used by the Fund may vary frequently and may be significantly higher or lower than the rate used for the example above.

The following table is furnished in response to requirements of the SEC. It is designed to illustrate the effects of the Fund’s leverage

due to senior securities on corresponding Share total return, assuming investment portfolio total returns (consisting of income and

changes in the value of investments held in the Fund’s portfolio) of -10%, -5%, 0%, 5% and 10%. These assumed investment portfolio

returns are hypothetical figures and are not necessarily indicative of the investment portfolio returns expected to be experienced by

the Fund. Your actual returns may be greater or less than those appearing below.

Assumed Return on Portfolio (Net of Expenses not related to borrowings)	(10.00%)	(5.00%)	0.00%	5.00%	10.00%
Corresponding Share Total Return	(17.62 %)	(10.16 %)	(2.69 %)	4.77 %	12.23 %

Corresponding Share total return is composed of two elements — the Share dividends paid by the Fund (the amount of which is

largely determined by the net investment income of the Fund after paying interest expenses on the Fund’s borrowings) and gains or

losses on the value of the securities the Fund owns.

Change of Law Risk.

Government counterparties or agencies may have the discretion to change or increase regulation of a portfolio

investment’s operations or implement laws or regulations affecting the portfolio investment’s operations, separate from any contractual

rights it may have. A portfolio investment also could be materially and adversely affected as a result of statutory or regulatory

changes or judicial or administrative interpretations of existing laws and regulations that impose more comprehensive or stringent

requirements on such portfolio company. Governments have considerable discretion in implementing regulations and tax reform,

including, for example, the possible imposition or increase of taxes on income earned by a portfolio company or gains recognized by

the Fund on its investment in such portfolio company, that could impact a portfolio company’s business as well as the Fund’s return

on investment with respect to such portfolio company.

Force Majeure Risk.

Issuers may be affected by force majeure events (e.g., events beyond the control of the party claiming that the

event has occurred, including, without limitation, acts of God, fire, flood, earthquakes, outbreaks of an infectious disease, pandemic

or any other serious public health concern, war, terrorism and labor strikes). Some force majeure events may adversely affect the ability

of a party (including an issuer or a counterparty to the Fund or an issuer) to perform its obligations until it is able to remedy the

force majeure event. In addition, the cost to an issuer or the Fund of repairing or replacing damaged assets resulting from such force

majeure event could be considerable. Certain force majeure events (such as war or an outbreak of an infectious disease) could have a

broader negative impact on the world economy and international business activity generally, or in any of the countries in which the

Fund may invest specifically. Additionally, a major governmental intervention into industry, including the nationalization of an industry

or the assertion of control over one or more issuers or its assets, could result in a loss to the Fund, including if its investment in such

issuer is canceled, unwound or acquired (which could be without what the Fund considers to be adequate compensation). Any of the

foregoing may therefore adversely affect the performance of the Fund and its investments.

Terrorist Activities.

Terrorist attacks have caused instability in the world financial markets and may generate global economic instability.

Additionally, governmental responses to terrorist attacks (or threats thereof), such as economic sanctions, trade restrictions,

heightened regulatory requirements, emergency legislation and/or the imposition of martial law or states of emergency, may contribute

to instability in the financial markets and give rise to additional risks and uncertainties.

The continued threat of terrorism and the

impact of

governmental,

military or other action could adversely affect the Fund’s financial results.

Volatility of Commodity Prices.

The performance of certain of the Fund’s investments may be substantially dependent upon prevailing

prices of electricity, oil, natural gas, natural gas liquids, coal and other commodities (such as metals) and the differential between

prices of specific commodities that are a primary factor in the profitability of certain conversion activities such as petroleum refining

(“crack spread”) and power generation (“spark spread”). Commodity prices have been, and are likely to continue to be, volatile and

subject to wide fluctuations in response to factors including but not limited to: (i) relatively minor changes in the supply of and

demand for electricity or such other commodities; (ii) market uncertainty and the condition of various economies (including interest

rates, levels of economic activity, the price of securities and the participation by other investors in the financial markets); (iii) political

conditions in the United States and other project locations; (iv) the extent of domestic production and importation of oil, natural gas,

natural gas liquids, coal or metals in certain relevant markets; (v) the foreign supply of oil, natural gas and metals; (vi) the prices of

foreign imports; (vii) the level of consumer demand; (viii) the price and availability of alternative electric generation options; (ix) the

price of steel and the outlook for steel production; (x) pandemics, wars,

and military conflicts,

sanctions

tariffs,

export controls and

other trade policies and

weather conditions; (xi) the competitive position of electricity, ethanol/biodiesel, oil, gas or coal as a source of

energy as compared with other energy sources; (xii) the industry-wide or local refining, transportation or processing capacity for

natural gas or transmission capacity for electric energy; (xiii) the effect of United States and non-U.S. federal, state and local regulation

on the production, transportation and sale of electric energy and other commodities; (xiv) breakthrough technologies (such as

improved storage or clean coal technologies) or government subsidies, tax credits or other support that allow alternative fuel generation

projects to produce more reliable electric energy or lower the cost of such production compared to natural gas fueled electric

generation projects; (xv) with respect to the price of oil, actions of the Organization of Petroleum Exporting Countries; or (xvi) the

expected consumption of coking coal in steel production. While the Sub-Adviser will endeavor to take into account existing and anticipated

future applicable greenhouse gas regulation in its investment decisions, changes in the regulation of greenhouse gases could

adversely impact an investment or make future investments undesirable.

Regulatory Approvals.

The Fund may invest in portfolio companies that represent they have obtained all material United States federal,

state, local or non-U.S. approvals, if any, required as of the date thereof to acquire and operate their facilities. In addition, the

Fund may be required to obtain the consent or approval of applicable regulatory authorities in order to acquire or hold certain ownership

positions in portfolio companies. A portfolio company could be materially and adversely affected as a result of statutory or regulatory

changes or judicial or administrative interpretations of existing laws and regulations that impose more comprehensive or stringent

requirements on such portfolio company. For example, in the case of oil and gas drilling, handling and transportation, such

activities are extensively regulated, and statutory and regulatory requirements may include those imposed by energy, zoning, environmental,

health, safety, labor and other regulatory or political authorities. Moreover, additional regulatory approvals, including without

limitation, renewals, extensions, transfers, assignments, reissuances or similar actions, may become applicable in the future due to a

change in laws and regulations, a change in the companies’ customers or for other reasons. There can be no assurance that a portfolio

company will be able to (i) obtain all required regulatory approvals that it does not have at the time of the Fund’s investment or that

it may be required to have in the future; (ii) obtain any necessary modifications to existing regulatory approvals; or (iii) maintain

required regulatory approvals. Delay in obtaining or failure to obtain and maintain in full force and effect any regulatory approvals, or

amendments thereto, or delay or failure to satisfy any regulatory conditions or other applicable requirements could prevent operation

of a facility or sales to or from third parties or could result in fines or additional costs to a portfolio company. Regulatory changes in a

jurisdiction where a portfolio investment is located may make the continued operation of the portfolio investment infeasible or economically

disadvantageous and any expenditures made to date by such portfolio investment may be wholly or partially written off. The

locations of the portfolio investments may also be subject to government exercise of eminent domain power or similar events. Any of

these changes could significantly increase the regulatory-related compliance and other expenses incurred by the portfolio investments

and could significantly reduce or entirely eliminate any potential revenues generated by one or more of the portfolio investments,

which could materially and adversely affect returns to the Fund.

Political and Societal Challenges.

Energy and energy-related infrastructure projects may be subject to siting requirements. Siting of

energy projects is also frequently subject to regulation by applicable state, county and local authorities. For example, proposals to site

an energy plant or engage in drilling activities in a particular location may be challenged by a number of parties, including special

interest groups based on alleged security concerns, disturbances to natural habitats for wildlife and adverse aesthetic impacts, including

the common “not in my backyard” phenomenon. Concerns regarding some of the techniques used in the extraction of shale gas in

order to enhance recovery, such as the use of natural gas hydraulic fracturing (also known as “fracking”) may also arise, which may

require governmental permits or approvals and which have recently been the subject of heightened environmental concerns and public

opposition in some jurisdictions (as more fully described below). The failure of any portfolio investment to receive, renew or maintain

any required permits or approvals or any inability to satisfy any requirement of any permits or approvals may result in increased

compliance costs, the need for additional capital expenditures or a suspension of project operations, which could materially and

adversely affect returns to the Fund.

Environmental Matters.

Environmental laws, regulations and regulatory initiatives play a significant role in the electric power industry

and can have a substantial impact on investments in this industry. For example, global initiatives to minimize pollution have played a

major role in the increase in demand for natural gas and alternative energy sources, creating numerous new investment opportunities.

Conversely, required expenditures for environmental compliance have adversely impacted investment returns in a number of segments

of the industry. The electric power industry will continue to face considerable oversight from environmental regulatory authorities

and significant influence from non-governmental and special interest groups, and the Sub-Adviser will seek to evaluate carefully

the expected impact of environmental compliance on all potential investments. The Fund may invest in portfolio companies that are

subject to changing and increasingly stringent environmental and health and safety laws, regulations and permit requirements. There

can be no guarantee that all costs and risks regarding compliance with environmental and health and safety laws and regulations can

be identified. New and more stringent environmental and health and safety laws, regulations and permit requirements or stricter interpretations

of current laws or regulations could impose substantial additional costs on portfolio companies or potential investments.

Compliance with such current or future environmental and health and safety requirements does not ensure that the operations of the

portfolio companies will not cause injury to the environment or people under all circumstances or that the portfolio companies will not

be required to incur additional unforeseen environmental or health and safety expenditures. In particular, the oil and gas industry, for

example, is subject to environmental hazards, such as oil spills, natural gas leaks and ruptures, discharges of petroleum products and

hazardous substances and historic disposal activities. These environmental hazards could expose the Fund’s investments to material

liabilities for property damages, personal injuries or other environmental harm, including costs of investigating and remediating contaminated

properties. Moreover, failure to comply with any regulatory or legal requirements could have a material adverse effect on a

portfolio company, and there can be no assurance that portfolio companies will at all times comply with all applicable environmental

and health and safety laws, regulations and permit requirements. Past practices or future operations of portfolio companies could also

result in material personal injury or property damage claims. Any noncompliance with these laws and regulations could subject the

Fund and its properties to material administrative, civil or criminal penalties or other liabilities. Certain environmental laws and regulations

may require that an owner or operator of an asset address prior environmental contamination, which could involve substantial

cost. Such laws and regulations often impose liability without regard to whether the owner or operator knew of, or was responsible

for, the release or presence of environmental contamination. The Fund may therefore be exposed to substantial risk of loss as a result

of environmental claims against portfolio companies. Community and environmental groups may protest about the development or

operation of power generation assets which may induce government action to the detriment of the Fund. Some of the most onerous

environmental requirements regulate air emissions of pollutants and greenhouse gases; these requirements may particularly affect

companies in the energy sector, and in particular in its power generation fragment.

Derivatives Risks.

Generally, derivatives are financial contracts whose value depends on, or is derived from, the value of an underlying

asset, reference rate or index, and may relate to individual debt or equity instruments, interest rates, currencies or currency

exchange rates, commodities, related indexes and other assets. The Fund may, directly or indirectly, use various derivative instruments

including, but not limited to, options contracts, futures contracts, forward contracts, options on futures contracts, indexed

securities, credit default swaps, interest rate swaps and other swap agreements primarily for hedging and risk management purposes.

The Fund may treat reverse repurchase agreements and similar financing transactions as derivatives. The Fund also may use derivative

instruments for investment purposes and/or to approximate or achieve the economic equivalent of an otherwise permitted investment

(as if the Fund directly invested in the securities, loans or claims of the subject portfolio company) or if such instruments are

related to an otherwise permitted investment. The Fund’s use of derivative instruments involves investment risks and transaction

costs to which the Fund would not be subject absent the use of these instruments and, accordingly, may result in losses greater than

if they had not been used. The use of derivative instruments may have risks including, among others, leverage risk, market risk, volatility

risk, duration mismatch risk, correlation risk, counterparty risk, market liquidity risk, fund liquidity risk and legal and operational

risk. When used for hedging or synthetic investment purposes, an imperfect or variable degree of correlation between price movements

of the derivative instrument and the underlying investment sought to be hedged or tracked may prevent the Fund from achieving

the intended hedging effect or expose the Fund to the risk of loss. Derivative instruments, especially when traded in large amounts

by the Fund or other investors with a concentrated exposure, may not be liquid in all circumstances, so that in volatile markets the

Fund may not be able to close out a position without incurring a loss. In addition, daily limits on price fluctuations and speculative

position limits on exchanges on which the Fund may conduct its transactions in derivative instruments may prevent prompt liquidation

of positions, subjecting the Fund to the potential of greater losses. Exchange-traded derivatives may experience increased settlement

risk when trade volumes dramatically increase such that a futures commission merchant or options exchange may not be able

to reconcile their positions in the ordinary course. This could cause a delay in calculation of the NAV of the Fund and result in losses.

Derivative instruments that may be purchased or sold by the Fund may include instruments not traded on an exchange. Derivative

instruments not traded on exchanges are also not subject to the same type of government regulation as exchange traded instruments,

and many of the protections afforded to participants in a regulated environment may not be available in connection with such transactions.

In addition, significant disparities may exist between “bid” and “asked” prices for derivative instruments that are not traded on

an exchange. Additionally, when a company defaults or files for protection from creditors (e.g., U.S. chapter 11 proceedings), the use

of derivative instruments presents special risks associated with the potential imbalance between the derivatives market and the underlying

securities market. In such a situation, physical certificates representing such securities may be required to be delivered to settle

trades and the potential shortage of such actual certificates relative to the number of derivative instruments may cause the price of the

actual certificated debt securities to rise, which may adversely affect the holder of such derivative instruments. The risk of nonperformance

by the counterparty on such an instrument may be greater and the ease with which the Fund can dispose of or enter into closing

transactions with respect to such an instrument may be less than in the case of an exchange traded instrument. The stability and

liquidity of derivative investments depend in large part on the creditworthiness of the parties to the transactions. If there is a default

by the counterparty to such a transaction, the Fund will under most normal circumstances have contractual remedies pursuant to the

agreements related to the transaction. However, exercising such contractual rights may involve delays or costs which could result in a

loss to the Fund. Furthermore, there is a risk that any of such counterparties could become insolvent. It should be noted that in purchasing

derivative instruments, the Fund typically will not have the right to vote on matters requiring a vote of holders of the underlying

investment. Moreover, derivative instruments, and the terms relating to the purchase, sale or financing thereof, are also typically

governed by complex legal agreements. As a result, there is a higher risk of dispute over interpretation or enforceability of the agreements.

It should also be noted that the regulation of derivatives is evolving in the United States and in other jurisdictions and is

expected to increase, which could impact the Fund’s ability to transact in such instruments and the liquidity of such instruments. The

Sub-Adviser may cause the Fund to take advantage of investment opportunities with respect to derivative instruments that are neither

presently contemplated nor currently available, but which may be developed in the future, to the extent such opportunities are both

consistent with the Fund’s investment objective and legally permissible. Any such investments may expose the Fund to unique and

presently indeterminate risks, the impact of which may not be capable of determination until such instruments are developed and/or

the Sub-Adviser determines to make such an investment.

Options and Futures Risk.

The Fund may utilize options and futures contracts and so-called “synthetic” options or other derivatives

written by broker-dealers or other permissible intermediaries. Options transactions may be effected on securities exchanges or in the

over-the-counter (“OTC market”). When options are purchased OTC, the Fund’s portfolio bears the risk that the counterparty that

wrote the option will be unable or unwilling to perform its obligations under the option contract. Options may also be illiquid and, in

such cases, the Fund may have difficulty closing out its position. OTC options also may include options on baskets of specific securities.

The Fund may purchase call and put options on specific securities, and may write and sell covered or uncovered call and put options

for hedging purposes in pursuing its investment objective. A put option gives the purchaser of the option the right to sell, and obligates

the writer to buy, the underlying security at a stated exercise price, typically at any time prior to the expiration of the option. A

call option gives the purchaser of the option the right to buy, and obligates the writer to sell, the underlying security at a stated exercise

price, typically at any time prior to the expiration of the option. A covered call option is a call option with respect to which the

seller of the option owns the underlying security. The sale of a call option exposes the seller during the term of the option to possible

loss of opportunity to realize appreciation in the market price of the underlying security or to possible continued holding of a security

that might otherwise have been sold to protect against depreciation in the market price of the security. In the sale of a put, losses may

be significant and, in the sale of a call, losses can be unlimited.

The Fund may close out a position when writing options by purchasing an option on the same security with the same exercise price

and expiration date as the option that it has previously written on the security. In such a case, the Fund will realize a profit or loss if

the amount paid to purchase an option is less or more than the amount received from the sale of the option.

Purchasing a futures contract creates an obligation to take delivery of the specific type of financial instrument at a specific future time

at a specific price for contracts that require physical delivery, or net payment for cash-settled contracts. Engaging in transactions in

futures contracts involves risk of loss to the Fund. No assurance can be given that a liquid market will exist for any particular futures

contract at any particular time. All terms of futures contracts are set forth in the rules of the exchange on which the futures contracts

are traded. Many futures exchanges and boards of trade limit the amount of fluctuation permitted in futures contract prices during a

single trading day. Once the daily limit has been reached in a particular contract, no trades may be made that day at a price beyond

that limit or trading may be suspended for specified periods during the trading day. Futures contract prices could move to the limit for

several consecutive trading days with little or no trading, preventing prompt liquidation of futures positions and potentially subjecting

the Fund to substantial losses. Successful use of futures also is subject to the Sub-Adviser’s ability to predict correctly the direction of

movements in the relevant market, and, to the extent the transaction is entered into for hedging purposes, to determine the appropriate

correlation between the transaction being hedged and the price movements of the futures contract. Futures contracts may be subject

to price swings in daily settlements with exchanges and clearing houses.

Credit Derivatives.

The Fund may engage in trading or investing in credit derivative contracts, which are contracts that transfer price,

spread and/or default risks of debt and other instruments from one party to another, both for bona fide hedging of existing long and

short positions, but also for independent profit opportunities. Such instruments may include one or more credits. The market for

credit derivatives may be relatively illiquid, and there are considerable risks that may make it difficult either to buy or sell the contracts

as needed or at reasonable prices. There are also risks with respect to credit derivatives in determining whether an event will trigger

payment under the contract and whether such payment will offset the loss or payment due under another instrument. Generally, a

credit event means bankruptcy, a failure to pay, the acceleration of an obligation or modified restructuring of a credit obligation or

instrument.

The Fund may be either the buyer or seller in these transactions. If the Fund is a buyer of credit protection and no credit event occurs,

the Fund may recover nothing. Worse still, if a credit event occurs, the Fund, as a buyer, typically will receive full notional value for a

reference obligation that may have little or no value. Buyers of credit derivatives carry the risk of non-performance by the seller due to

an inability to pay.

As a seller of credit protection, the Fund would typically receive a fixed rate of income throughout the term of the contract, which typically

is between one month and five years, provided that no credit event occurs. If a credit event occurs, the seller may pay the buyer

the full notional value of the reference obligations. Sellers of credit derivatives carry the inherent price, spread and default risks of the

underlying instruments.

Credit default swaps involve greater risks than if the Fund had invested in the reference obligation directly. In addition to general market

risks, credit default swaps are subject to liquidity risk and credit risk. A buyer of credit protection also may lose its investment and

recover nothing should no credit event occur. If a credit event were to occur, the value of the reference obligation received by the

seller, coupled with the periodic payments previously received, may be less than the full notional value it pays to the buyer, resulting in

a loss of value to the Fund. Further, in certain circumstances, the buyer can receive the notional value of a credit default swap only by

delivering a physical security to the seller, and is at risk if such deliverable security is unavailable or illiquid. Such a delivery “crunch”

is a distinct risk of these investments.

The credit derivatives market is a rapidly evolving market. As a result, different participants in the credit derivatives markets may have

different practices or interpretations with respect to applicable terms and definitions, and ambiguities concerning such terms or definitions,

may be interpreted or resolved in ways that are adverse to the Fund. Additionally, there may be circumstances and market

conditions (including the possibility of a large number of buyers of credit default swaps being required to deliver the same physical

security in the same time frame) that have not yet been experienced that could have adverse effects on the Fund’s investments.

The regulation of derivatives in the United States and other countries is a rapidly changing area of law and is subject to ongoing modification

by governmental and judicial action. Accordingly, the impact of this evolving regulatory regime on the Fund is difficult to predict,

but it could be substantial and adverse.

Interest Rate Swaps Risk.

The Fund may enter into interest rate swap agreements with another party to receive or pay interest (e.g.,

an exchange of fixed rate payments for floating rate payments) to protect itself from interest rate fluctuations. This type of swap is an

agreement that obligates two parties to exchange a series of cash flows at specified intervals based upon or calculated by reference to

a specified interest rate(s) for a specified amount. The payment flows are usually netted against each other, with the difference being

paid by one party to the other. Interest rate swap agreements are subject to general market risk, liquidity risk, counterparty risk and

interest rate risk.

Corporate Bond Risk.

Corporate bonds are debt obligations issued by corporations and other business entities. Corporate bonds may

be either secured or unsecured. Collateral used for secured debt includes real property, machinery, equipment, accounts receivable,

stocks, bonds or notes. If a bond is unsecured, it is known as a debenture. Bondholders, as creditors, have a prior legal claim over

common and preferred stockholders as to both income and assets of the corporation for the principal and interest due them and may

have a prior claim over other creditors if liens or mortgages are involved. Interest on corporate bonds may be fixed or floating, or the

bonds may be zero coupons. Interest on corporate bonds is typically paid semi-annually and is fully taxable to the bondholder. Corporate

bonds contain elements of both interest-rate risk and credit risk and are subject to the risks associated with other debt securities,

among other risks. The market value of a corporate bond generally may be expected to rise and fall inversely with interest rates and

may also be affected by the credit rating of the corporation, the corporation’s performance and perceptions of the corporation in the

marketplace. Depending on the nature of the seniority provisions, a senior corporate bond may be junior to other credit securities of

the issuer. The market value of a corporate bond may be affected by factors directly related to the issuer, such as investors’ perceptions

of the creditworthiness of the issuer, the issuer’s financial performance, perceptions of the issuer in the marketplace, performance

of management of the issuer, the issuer’s capital structure and use of financial leverage and demand for the issuer’s goods and

services. There is a risk that the issuers of corporate bonds may not be able to meet their obligations on interest or principal payments

at the time called for by an instrument. Corporate bonds of below investment grade quality are often high risk and have speculative

characteristics and may be particularly susceptible to adverse issuer-specific developments.

Counterparty Risk.

The Fund is exposed to the risk that third parties that may owe the Fund, or its issuers, money, securities or other

assets will not perform their obligations. These parties include trading counterparties, clearing agents, exchanges, clearing houses,

custodians, prime brokers, administrators and other intermediaries. These parties may default on their obligations to the Fund or its

issuers, due to bankruptcy, lack of liquidity, operational failure or other reasons. This risk may arise, for example, from entering into

swap or other derivative contracts under which counterparties have long-term obligations to make payments to the Fund or its issuers,

or executing securities, futures, currency or commodity trades that fail to settle at the required time due to non-delivery by the

counterparty or systems failure by clearing agents, exchanges, clearing houses or other intermediaries. Also, any practice of rehypothecation

of securities of the Fund or its issuers held by counterparties could result in the loss of such securities upon the bankruptcy,

insolvency or failure of such counterparties. In addition, any of the Fund’s cash held with a prime broker, custodian or

counterparty may not be segregated from the prime broker’s, custodian’s or counterparty’s own cash, and the Fund therefore may

rank as an unsecured creditor in relation thereto. The inability to recover the Fund’s assets could have a material impact on the performance

of the Fund. The consolidation and elimination of counterparties resulting from the disruption in the financial markets has generally

increased the concentration of counterparty risk and has decreased the number of potential counterparties.

Payment-in-Kind (“PIK”) Income Risk.

The Fund may hold investments that result in PIK income or PIK dividends. PIK income creates

the risk that incentive fees will be paid to the Adviser and, indirectly, the Sub-Adviser based on non-cash accruals that ultimately

may not be realized, while neither the Adviser nor Sub-Adviser will be under any obligation to reimburse the Fund for these fees. PIK

income may have a negative impact on liquidity, as it represents a non-cash component of the Fund’s taxable income that may require

cash distributions to Shareholders in order to maintain the Fund’s ability to be subject to tax as a RIC. PIK income has the effect of

generating investment income at a compounding rate, thereby further increasing the incentive fees payable to the Adviser and, indirectly,

the Sub-Adviser. Similarly, all things being equal, the deferral associated with PIK income also increases the loan-to-value ratio

at a compounding rate. The market prices of PIK securities generally are more volatile than the market prices of interest-bearing securities

and are likely to respond to a greater degree to changes in interest rates than interest-bearing securities having similar maturities

and credit quality. Because PIK income results in an increase in the size of the PIK securities held, the Fund’s exposure to potential

losses

increases

when a security pays PIK income.

Other Risks Relating to the Fund

Senior Management Personnel of the Adviser and Sub-Adviser.

Since the Fund has no employees, it depends on the investment

expertise, skill and network of business contacts of the Adviser and Sub-Adviser. The Sub-Adviser evaluates, negotiates, structures,

executes, monitors and services the Fund’s investments. The Fund’s future success depends to a significant extent on the continued

service and coordination of the Adviser and the Sub-Adviser and their respective senior management teams. The departure of any

members of the Adviser’s or Sub-Adviser’s senior management team could have a material adverse effect on the Fund’s ability to

achieve its investment objective.

The Sub-Adviser has entered into the Resource Sharing Agreement with Bain Capital Credit, pursuant to which Bain Capital Credit

provides the Sub-Adviser with experienced investment professionals (including the Portfolio Managers) and access to the resources

of Bain Capital Credit so as to enable the Sub-Adviser to fulfill its obligations under the Sub-Advisory Agreement. Through the

Resource Sharing Agreement, the Sub-Adviser

capitalizes

on the significant deal origination, credit underwriting, due diligence,

investment structuring, execution, portfolio management and monitoring experience of Bain Capital Credit’s investment professionals.

There can be no assurance that Bain Capital Credit will perform its obligations under the Resource Sharing Agreement. The Resource

Sharing Agreement may be terminated by either party on 60 days’ notice, which if terminated may have a material adverse consequence

on the Fund’s operations.

The Fund’s ability to achieve its investment objective depends on the Sub-Adviser’s ability to identify, analyze, invest in, finance and

monitor companies that meet the Fund’s investment criteria. The Sub-Adviser’s capabilities in managing the investment process, providing

competent, attentive and efficient services to the Fund, and facilitating access to financing on acceptable terms depend on the

employment of investment professionals in an adequate number and of adequate sophistication to match the corresponding flow of

transactions. To achieve the Fund’s investment objective, the Adviser and/or Sub-Adviser may need to hire, train, supervise and manage

new investment professionals to participate in the Fund’s investment selection and monitoring process. The Adviser and/or Sub-Adviser

may not be able to find investment professionals in a timely manner or at all. Failure to support the Fund’s investment process

could have a material adverse effect on the Fund’s business, financial condition and results of operations.

In addition, the Investment Management Agreement and Sub-Advisory Agreements have termination provisions that allow the parties

to terminate the agreements without penalty. The Investment Management Agreement may be terminated at any time, without penalty,

by the Adviser upon 60 days’ notice to the Fund. The Sub-Advisory Agreement may be terminated at any time by the Adviser or the

Sub-Adviser on 60 days’ notice or at any time upon the mutual consent of the parties. Further, if the Sub-Advisory Agreement terminates,

the Investment Management Agreement will also terminate concurrently. If the Investment Management Agreement or Sub-Advisory

Agreement is terminated, it may materially adversely affect the quality of the Fund’s investment opportunities. In addition, in

the event the Investment Management Agreement or Sub-Advisory Agreement is terminated, it may be difficult for the Fund to replace

the Adviser and Sub-Adviser. Furthermore, the termination of the Investment Management Agreement or Sub-Advisory Agreement

may adversely impact the terms of the Fund’s or its subsidiaries’ financing facilities or any financing facility into which the Fund or its

subsidiaries may enter in the future, which could have a material adverse effect on the Fund’s business and financial condition.

Dependence Upon Key Personnel of Bain Capital Credit and the Sub-Adviser.

The Fund’s ability to achieve its investment objective

depends

on its ability to manage its business and to grow investments and earnings. This

depends

, in turn, on the financial and managerial

expertise of the Sub-Adviser, including with resources utilized from Bain Capital Credit. Although the Sub-Adviser has attempted

to foster a team approach to investing, the loss of key individuals employed by Bain Capital Credit or the Sub-Adviser could have a

material adverse effect on the Fund’s financial condition, performance and ability to achieve its investment objective. If these individuals

do not maintain their employment or other existing relationships with Bain Capital Credit or the Sub-Adviser and do not develop

new relationships with other sources of investment opportunities available to the Fund, the Fund may not be able to grow its investment

portfolio.

Bain Capital Credit’s and the Sub-Adviser’s investment professionals have substantial responsibilities in connection with the management

of other Bain Capital Credit clients. The personnel of Bain Capital Credit may be called upon to provide managerial assistance to

the Fund’s portfolio companies. These demands on their time, which may increase as the number of investments grow, may distract

them or slow the Fund’s rate of investment. The employees of the Sub-Adviser and other Bain Capital Credit investment professionals

expect to devote such time and attention to the conduct of the Fund’s business as such business shall reasonably require. However,

there can be no assurance, for example, that the members of the Sub-Adviser or such investment professionals will devote any minimum

number of hours each week to the Fund’s affairs or that they will continue to be employed by Bain Capital Credit. Subject to certain

remedies, in the event that certain employees of the Sub-Adviser cease to be actively involved with the Fund, the Fund will be

required to rely on the ability of Bain Capital Credit to identify and retain other investment professionals to conduct the Fund’s business.

The Board

evaluates

the commitment and performance of the Sub-Adviser in conjunction with the annual approval of the Sub-Advisory

Agreement.

Under the Resource Sharing Agreement, Bain Capital Credit has agreed to provide the Sub-Adviser with experienced investment professionals

necessary to fulfill its obligations under the Sub-Advisory Agreement. The Resource Sharing Agreement, however, may be

terminated by either party on 60 days’ notice. The fund cannot assure Shareholders that Bain Capital Credit will fulfill its obligations

under the Resource Sharing Agreement. The Fund also cannot assure Shareholders that the Sub-Adviser will enforce the Resource

Sharing Agreement if Bain Capital Credit fails to perform, that such agreement will not be terminated by either party or that the Fund

will continue to have access to the investment professionals of Bain Capital Credit and its affiliates or their information and deal flow.

The Sub-Adviser, Bain Capital Credit and/or their affiliates will enter into employment contracts with and provide life insurance for

their key personnel.

Further, the Fund depends upon Bain Capital Credit and the Sub-Adviser to maintain their relationships with private equity sponsors,

placement agents, investment banks, management groups and other financial institutions, and the Fund expects to rely to a significant

extent upon these relationships to provide the Fund with potential investment opportunities. If they fail to maintain such relationships,

or to develop new relationships with other sources of investment opportunities, the Fund will not be able to grow its investment portfolio.

In addition, individuals with whom the senior professionals of Bain Capital Credit and the Sub-Adviser have relationships are not

obligated to provide the Fund with investment opportunities, and the Fund cannot assure you that these relationships will generate

investment opportunities for the Fund in the future.

Key Personnel Risk.

The Adviser and Sub-Adviser depend on the diligence, skill and network of business contacts of certain professionals.

The Adviser and Sub-Adviser also depend, to a significant extent, on access to other investment professionals and the information

and deal flow generated by these investment professionals in the course of their investment and portfolio management activities.

The Fund’s success depends on the continued service of such personnel. The investment professionals associated with the

Adviser and Sub-Adviser are actively involved in other investment activities not concerning the Fund and will not be able to devote all

of their time to the Fund’s business and affairs. The departure of any of the senior managers of the Adviser and/or Sub-Adviser, or of a

significant number of the investment professionals or partners of the Adviser’s and/or Sub-Adviser’s affiliates, could have a material

adverse effect on the Fund’s ability to achieve its investment objective. Individuals not currently associated with the Adviser or Sub-Adviser

may become associated with the Fund and the performance of the Fund may also depend on the experience and expertise of

such individuals. In addition, there is no assurance that the Adviser or Sub-Adviser will remain the Fund’s investment advisers or that

the Adviser or Sub-Adviser will continue to have access to the investment professionals and partners of its affiliates and the information

and deal flow generated by the investment professionals of its affiliates.

Bain Relationships.

The Fund expects that Bain will depend on its existing relationships with private equity sponsors, investment

banks and commercial banks, and the Fund expects to rely to a significant extent upon these relationships for purposes of potential

investment opportunities. If Bain fails to maintain its existing relationships or develop new relationships with other sources or sponsors

of investment opportunities, the Fund may not be able to expand its investment portfolio. In addition, individuals with whom Bain

has relationships are not obligated to provide the Fund with investment opportunities and, therefore, there is no assurance that such

relationships will generate investment opportunities for the Fund.

The Adviser’s Incentive Fee Risk.

The Investment Management Agreement and Sub-Advisory Agreement entitles the Adviser and

Sub-Adviser, respectively, to receive incentive compensation on income regardless of any capital losses. In such case, the Fund may

be required to pay the Adviser, and indirectly the Sub-Adviser, incentive compensation for a fiscal quarter even if there is a decline in

the value of the Fund’s portfolio or if the Fund incurs a net loss for that quarter.

Any Incentive Fee payable by the Fund that relates to its net investment income may be computed and paid on income that may

include interest that has been accrued but not yet received. If a portfolio company defaults on a loan that is structured to provide

accrued interest, it is possible that accrued interest previously included in the calculation of the Incentive Fee will become uncollectible.

Neither the Adviser nor Sub-Adviser is under any obligation to reimburse the Fund for any part of the Incentive Fee it received

that was based on accrued income that the Fund never received as a result of a default by an entity on the obligation that resulted in

the accrual of such income, and such circumstances would result in the Fund’s paying an Incentive Fee on income it never received.

The Incentive Fee payable by the Fund to the Adviser, and indirectly the Sub-Adviser, may create an incentive for them to make investments

on the Fund’s behalf that are risky or more speculative than would be the case in the absence of such compensation arrangement.

The way in which the Incentive Fee payable to the Adviser, and indirectly the Sub-Adviser, is determined may encourage them to

use leverage to increase the return on the Fund’s investments. In addition, the fact that the Management Fee is payable based upon

the Fund’s gross assets, which would include any borrowings for investment purposes, may encourage the Adviser and/or Sub-Adviser

to seek to use leverage to make additional investments. Under certain circumstances, the use of leverage may increase the

likelihood of default, which would disfavor Shareholders. Such a practice could result in the Fund’s investing in more speculative

securities than would otherwise be in its best interests, which could result in higher investment losses, particularly during cyclical

economic downturns.

Shares Not Listed; No Market for Shares.

The Fund has been organized as a closed-end management investment company. Closed-end

funds differ from open-end management investment companies (commonly known as mutual funds) because 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 currently 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 in the foreseeable future. Therefore, an investment in the Fund,

unlike an investment in a typical closed-end fund, is not a liquid investment.

Closed-end Interval Fund; Liquidity Risks.

The Fund is a non-diversified, closed-end management investment company structured

as an “interval fund” and designed primarily for long-term investors. The Fund is not intended to be a typical traded investment. There

is no secondary market for the Fund’s Shares and the Fund expects that no secondary market will develop. 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 at a price based on NAV. Although the Fund, as a fundamental policy, will make quarterly offers to repurchase between 5% and

25% of its outstanding Shares at NAV, the number of Shares tendered in connection with a repurchase offer may exceed the number

of Shares the Fund has offered to repurchase, in which case not all of your Shares tendered in that offer will be repurchased. In connection

with any given repurchase offer, it is likely that the Fund may offer to repurchase only the minimum amount of 5% of its outstanding

Shares. Hence, you may not be able to sell your Shares when and/or in the amount that you desire.

Competition for Investment Opportunities.

The Fund competes for investments with other closed-end funds and investment funds,

as well as traditional financial services companies such as commercial banks and other sources of funding. Moreover, alternative

investment vehicles, such as hedge funds, have begun to invest in areas in which they have not traditionally invested. As a result of

these new entrants, competition for investment opportunities may intensify. Many of the Fund’s competitors are substantially larger

and may have considerably greater financial, technical and marketing resources than the Fund. For example, some competitors may

have a lower cost of capital and access to funding sources that are not available to the Fund. In addition, some of the Fund’s competitors

may have higher risk tolerances or different risk assessments than it has. These characteristics could allow the Fund’s competitors

to consider a wider variety of investments, establish more relationships and pay more competitive prices for investments than it

is able to do. The Fund may lose investment opportunities if it does not match its competitors’ pricing. If the Fund is forced to match

its competitors’ pricing, it may not be able to achieve acceptable returns on its investments or may bear substantial risk of capital

loss. A significant increase in the number and/or the size of the Fund’s competitors could force it to accept less attractive investment

terms. Furthermore, many of the Fund’s competitors have greater experience operating under, or are not subject to, the regulatory

restrictions that the 1940 Act imposes on it as a closed-end fund.

Limitations on Transactions with Affiliates Risk.

The 1940 Act limits the Fund’s ability to enter into certain transactions with certain

of its affiliates. As a result of these restrictions, the Fund may be prohibited from buying or selling any security directly from or to any

portfolio company that is considered its affiliate under the 1940 Act. However, the Fund may under certain circumstances purchase

any such portfolio company’s securities in the secondary market, which could create a conflict for the Adviser or

Sub-Adviser

between

the Fund’s interests and the interests of the portfolio company, in that the ability of the Adviser or Sub-

Adviser

, as applicable, to recommend

actions in the Fund’s best interests might be impaired. The Fund, the Adviser and Sub-Adviser

rely on

exemptive relief to

expand the Fund’s ability to co-invest alongside affiliates in privately negotiated investments. Under the exemptive relief, the Fund, the

Adviser and the Sub-Adviser are required to comply with certain conditions that would not otherwise apply.

“Best-Efforts” Offering Risk.

This offering is being made on a best efforts basis, whereby the Distributor is only required to use its

best efforts to sell the Shares and has no firm commitment or obligation to purchase any of the Shares. To the extent that a limited

number of Shares are sold in this offering, the opportunity for the allocation of the Fund’s investments among various issuers and

industries may be decreased, and the returns achieved on those investments may be reduced as a result of allocating all of the Fund’s

expenses over a smaller capital base.

Inadequate Return Risk.

No assurance can be given that the returns on the Fund’s investments will be commensurate with the risk of

investment in its Shares.

Inadequate Network of Broker-Dealer Risk.

The success of the Fund’s continuous public offering, and correspondingly the Fund’s

ability to implement its investment objective and strategies, depends upon the ability of the Distributor to establish, operate and maintain

a network of selected broker-dealers and other Financial Intermediaries to sell the Shares. If the Distributor fails to perform, the

Fund may not be able to raise adequate proceeds through the Fund’s continuous public offering to implement the Fund’s investment

objective and strategies. If the Fund is unsuccessful in implementing its investment objective and strategies, an investor could lose all

or a part of his or her investment in the Fund.

Registration under the U.S. Commodity Exchange Act.

Registration with the Commodity Futures Trading Commission as a “commodity

pool operator” or any change in the Fund’s operations necessary to maintain the Adviser’s ability to rely upon exemption from

registration as such could adversely affect the Fund’s ability to implement its investment program, conduct its operations and/or

achieve its objective and subject the Fund to certain additional costs, expenses and administrative burdens.

Repurchase Offers Risks.

As described under “Share Repurchase Program,” the Fund is an “interval fund” and, to provide some

liquidity to Shareholders, makes quarterly offers to repurchase between 5% and 25% of its outstanding Shares at NAV, pursuant to

Rule 23c-3 under the 1940 Act. The Fund believes that these repurchase offers are generally beneficial to the Fund’s Shareholders,

and generally are funded from available cash or sales of portfolio securities. However, the repurchase of Shares by the Fund decreases

the assets of the Fund and, therefore, may have the effect of increasing the Fund’s expense ratios. Repurchase offers and the need to

fund repurchase obligations may also affect the ability of the Fund to be fully invested or force the Fund to maintain a higher percentage

of its assets in liquid investments, which may harm the Fund’s investment performance. Moreover, diminution in the size of the

Fund through repurchases may result in untimely sales of portfolio securities, and may limit the ability of the Fund to participate in

new investment opportunities. If the Fund uses leverage, repurchases of Shares may compound the adverse effects of leverage in a

declining market. In addition, if the Fund borrows money to finance repurchases, interest on that borrowing will negatively affect

Shareholders who do not tender their Shares by increasing Fund expenses and reducing any net investment income. Certain Shareholders

may from time to time own or control a significant percentage of the Fund’s Shares. Repurchase requests by these Shareholders

of these Shares of the Fund may cause repurchases to be oversubscribed, with the result that Shareholders may only be able to

have a portion of their Shares repurchased in connection with any repurchase offer. If a repurchase offer is oversubscribed and the

Fund determines not to repurchase additional Shares beyond the repurchase offer amount, or if Shareholders tender an amount of

Shares greater than that which the Fund is entitled to purchase, the Fund will repurchase the Shares tendered on a pro rata basis, and

Shareholders will have to wait until the next repurchase offer to make another repurchase request. Shareholders will be subject to the

risk of NAV fluctuations during that period. Thus, there is also a risk that some Shareholders, in anticipation of proration, may tender

more Shares than they wish to have repurchased in a particular quarterly period, thereby increasing the likelihood that proration will

occur. The NAV of Shares tendered in a repurchase offer may fluctuate between the date a Shareholder submits a repurchase request

and the Repurchase Request Deadline, and to the extent there is any delay between the Repurchase Request Deadline and the Repurchase

Pricing Date. The NAV on the Repurchase Request Deadline or the Repurchase Pricing Date may be higher or lower than on the

date a Shareholder submits a repurchase request. See “Share Repurchase Program.”

Distribution Payment Risk.

The Fund cannot assure investors that the Fund will achieve investment results that will allow the Fund to

make a specified level of cash distributions or year-to-year increases in cash distributions. All distributions

if any,

will be paid at the

discretion of the Board and may depend on the Fund’s earnings, the Fund’s net investment income, the Fund’s financial condition,

maintenance of the Fund’s RIC status, compliance with applicable regulations and such other factors as the Board may deem relevant

from time to time.

In the event that the Fund encounters delays in locating suitable investment opportunities, all or a substantial portion of the Fund’s

distributions

if any,

may constitute a return of capital to Shareholders. To the extent that the Fund pays distributions that constitute a

return of capital for U.S. federal income tax purposes, it will lower an investor’s tax basis in his or her Shares. A return of capital generally

is a return of an investor’s investment, rather than a return of earnings or gains derived from the Fund’s investment activities,

and generally results in a reduction of the tax basis in the Shares. As a result from such reduction in tax basis, Shareholders may be

subject to tax in connection with the sale of Fund Shares, even if such Shares are sold at a loss relative to the Shareholder’s original

investment.

Risks Associated with the Fund’s Distribution Policy.

The Fund intends to make regular distributions. Currently, in order to maintain

a relatively stable level of distributions, the Fund may pay out less than all of its net investment income to the extent consistent with

maintaining its ability to be subject to tax as a “regulated investment company

” or “RIC

” under the Code, pay out undistributed

income from prior months, return capital in addition to current period net investment income or borrow money to fund distributions.

The distributions for any full or partial calendar year might not be made in equal amounts, and one distribution may be larger than the

other. The Fund will make a distribution only if authorized by the Board and declared by the Fund out of assets legally available for

these distributions. 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, which would reduce the NAV of the Shares and, over time, potentially

increase the Fund’s expense ratios. If a distribution constitutes a return of capital, it means that the Fund is returning to Shareholders

a portion of their investment rather than making a distribution that is funded from the Fund’s earned income or other profits. The

Fund’s distribution policy may be changed at any time by the Board.

There is a possibility that the Fund may make total distributions during a calendar or taxable year in an amount that exceeds the

Fund’s net investment company taxable income and net capital gains for the relevant taxable year. In such situations, if a distribution

exceeds the Fund’s current and accumulated earnings and profits (as determined for U.S. federal income tax purposes), a portion of

each distribution paid with respect to such taxable year would generally be treated as a return of capital for U.S. federal income tax

purposes, thereby reducing the amount of a Shareholder’s tax basis in such Shareholder’s Shares. When a Shareholder sells Shares,

the amount, if any, by which the sales price exceeds the Shareholder’s tax basis in the Shares may be treated as a gain subject to tax.

Because a return of capital reduces a Shareholder’s tax basis in their Shares, it generally will increase the amount of such Shareholder’s

gain or decrease the amount of such Shareholder’s loss when such Shareholder sells their Shares. To the extent that the amount

of any return of capital distribution exceeds a Shareholder’s tax basis in their Shares, such excess generally will be treated as gain

from a sale or exchange of the Shares.

If the Fund elects to issue preferred Shares and/or notes or other forms of indebtedness, its ability to make distributions to its Shareholders

may be limited by the asset coverage requirements and other limitations imposed by the 1940 Act and the terms of the Fund’s

preferred Shares, notes or other indebtedness.

Tax Risk Associated with Fund Distributions.

Even if a Shareholder chooses to “opt out” of the DRP, the Fund will have the ability to

declare a large portion of a dividend in Shares instead of in cash in order to satisfy its RIC requirements. As long as a portion of this

dividend is paid in cash and certain requirements are met, the entire distribution will be treated as a dividend for U.S. federal income

tax purposes. As a result, a Shareholder generally will be subject to tax on 100% of the fair market value of the dividend on the date

the dividend is received by the Shareholder in the same manner as a cash dividend, even though most of the dividend was paid in

Shares.

Investment Dilution Risk.

The Fund’s investors do not have preemptive rights to any Shares the Fund may issue in the future. The

Fund’s amended and restated declaration of trust (the “Declaration of Trust”) authorizes it to issue an unlimited number of Shares.

The Board may make certain amendments to the Declaration of Trust. After an investor purchases Shares, the Fund may sell additional

Shares in the future or issue equity interests in private offerings. To the extent the Fund issues additional equity interests after an

investor purchases its Shares, such investor’s percentage ownership interest in the Fund will be diluted.

Anti-Takeover Risk.

The Declaration of Trust and the Fund’s amended and restated bylaws (the “Bylaws”), as well as certain statutory

and regulatory requirements, contain certain provisions that may have the effect of discouraging a third party from attempting to

acquire the Fund. Subject to the limitations of the 1940 Act, the Board may, without Shareholder action, authorize the issuance of

Shares in one or more classes or series, including preferred shares; and the Board may, without Shareholder action, make certain

amendments to the Declaration of Trust. These anti-takeover provisions may inhibit a change of control in circumstances that could

give Shareholders the opportunity to realize a premium over the value of the Shares.

Conflicts of Interest Risk.

The Adviser is an entity in which the Fund’s Interested Trustee (as described below) and officers and members

of the Adviser’s investment committee may have indirect ownership and economic interests. Certain of the Fund’s Trustees and

officers, members of the Adviser’s investment committee and Sub-Adviser personnel who manage the Fund also serve as officers or

principals of other investment managers affiliated with the Adviser or Sub-Adviser that currently, and may in the future, manage

investment funds with investment objectives similar to the Fund’s investment objective. In addition, certain of the Fund’s officers and

Trustees, members of the Adviser’s investment committee, or Sub-Adviser personnel who manage the Fund serve or may serve as

officers, trustees or principals of entities that operate in the same or related line of business as the Fund or of investment funds managed

by the Fund’s affiliates. Accordingly, the Fund may not be made aware of and/or given the opportunity to participate in certain

investments made by other investment funds, even if they are managed by advisers affiliated with the Adviser or the Sub-Adviser.

However, the Adviser and Sub-Adviser intend to allocate investment opportunities in a fair and equitable manner in accordance with

their respective investment allocation policies, consistent with each fund’s or separate account’s investment objective and strategies

and legal and regulatory requirements.

Potential Conflicts of Interest Risk — Allocation of Investment Opportunities.

The Sub-Adviser has adopted allocation procedures

that are intended to treat each fund they advise in a manner that, over a period of time, is fair and equitable. The Sub-Adviser and its

affiliates currently provide investment advisory and administration services and may provide in the future similar services to other

entities (collectively, “Advised Funds”). Certain existing Advised Funds have, and future Advised Funds may have, investment objectives

similar to those of the Fund, and such Advised Funds will invest in asset classes similar to those targeted by the Fund. Certain

other existing Advised Funds do not, and future Advised Funds may not, have similar investment objectives, but such Advised Funds

may from time to time invest in asset classes similar to those targeted by the Fund.

In serving in multiple capacities, employees of Bain Capital Credit and the Sub-Adviser will have obligations to other Advised Funds,

the fulfillment of which may not be in the best interests of, or may be adverse to the interests of, the Fund and its Shareholders.

Although the professional staff of Bain Capital Credit will devote as much time to the Fund’s management as appropriate to enable the

Sub-Adviser to perform its duties in accordance with the Sub-Advisory Agreement, Bain Capital Credit has, and will continue to have,

management responsibilities for other Advised Funds. There is a potential that the Fund will compete with these Advised Funds, for

capital and investment opportunities. As a result, Bain Capital Credit and the Portfolio Managers will face conflicts in the allocation of

investment opportunities among the Fund and the other Advised Funds and may make certain investments that are appropriate for the

Fund but for which the Fund receives a relatively small allocation of such investment or no allocation at all. The Sub-Adviser and Bain

Capital Credit

allocates

investment opportunities among eligible Advised Funds in a manner that is fair and equitable over time and

consistent with its allocation policy. However, the Fund can offer no assurance that such opportunities will be allocated to the Fund

fairly or equitably in the short-term or over time, and the Fund may not be given the opportunity to participate in investments made by

other Advised Funds managed by the Sub-Adviser or an investment manager affiliated with the Sub-Adviser, including Bain Capital

Credit. In allocating investment opportunities, the Sub-Adviser will consider factors it believes in its sole discretion to be relevant,

which may include the following:

•

investment objectives and investment focus;

•

expected life cycle;

•

prospective portfolio company’s geography, nature of its business and scale;

•

transaction sourcing (and with respect to an investment opportunity originated by a third-party, the relationship of an Advised

Fund to such third-party);

•

liquidity and reserves (including whether an Advised Fund is able to commit to invest all capital required to consummate a particular

investment opportunity);

•

diversification (including the actual, relative or potential exposure of an Advised Fund to the type of investment opportunity in

terms of its existing portfolio);

•

lender covenants and other limitations;

•

amount of capital available for investment, as well as projected future capacity for investment;

•

targeted rate of return and hold period;

•

the size, liquidity and anticipated duration of the prospective portfolio company;

•

stage of development of the prospective investment and anticipated holding period of the prospective investment;

•

appropriate leverage levels for the prospective portfolio company;

•

stage of the investment process of the Fund and the other Advised Funds (i.e., whether the relevant entities are in their

“ramp-up period”);

•

portfolio composition and investment concentration parameters (including parameters such as geography, industry, issuer,

volatility, leverage or other similar risk metric);

•

the suitability as a follow-on investment for a current investment;

•

the potential availability of future follow-on investments in such prospective investment;

•

the availability of other suitable investments;

•

timing necessary to execute an investment;

•

risk considerations;

•

the centrality of an investment to investment strategy;

•

cash flow considerations;

•

asset class restrictions;

•

industry and other allocation targets;

•

minimum and maximum investment size requirements;

•

tax and accounting implications;

•

whether an investment opportunity requires additional consents or authorizations from an Advised Fund, investors or third parties;

•

legal, contractual or regulatory constraints; and

•

any other relevant limitations imposed by or conditions set forth in the applicable offering documents and organizational documents

of the Fund and each Advised Fund.

If the Sub-Adviser recommends a particular level of investment for the Fund, and the aggregate amount recommended by the Sub-Adviser

for the Fund and for other participating Advised Funds exceeds the amount of the investment opportunity, subject to applicable

law, investments made pursuant to exemptive relief will generally be allocated among the participants pro rata based on capital

available for investment in the asset class being allocated and the respective governing documents of such Advised Funds. The Fund

expects that available capital for its investments will be determined based on the amount of cash on-hand, existing commitments and

reserves, if any, the targeted leverage level, targeted asset mix and diversification requirements and other investment policies and

restrictions set by the Board or as imposed by applicable laws, rules, regulations or interpretations. In instances when investments

are not made pursuant to exemptive relief, allocations among the Fund and other Advised Funds, subject to applicable law and regulation,

will be made in accordance with the Sub-Adviser’s trade allocation practice, which is generally pro rata based on order size.

There can be no assurance that the Fund will able to participate in all investment opportunities that are suitable for it.

In the event investment opportunities are allocated among the Fund and the other Advised Funds, the Fund may not be able to structure

its investment portfolio in the manner desired. Furthermore, the Fund and the other Advised Funds may make investments in

securities where the prevailing trading activity may make impossible the receipt of the same price or execution on the entire volume of

securities purchased or sold by the Fund and the other Advised Funds. When this occurs, the various prices may be averaged, and the

Fund will be charged or credited with the average price. Thus, the effect of the aggregation may operate on some occasions to the

disadvantage of the Fund. In addition, under certain circumstances, the Fund may not be charged the same commission or commission

equivalent rates in connection with a bunched or aggregated order.

Subject to applicable law and the conditions of any applicable co-investment exemptive relief

it is likely that the other Advised Funds

may make investments in the same or similar securities at different times and on different terms than the Fund. The Fund and the

other Advised Funds may make investments at different levels of a borrower’s capital structure or otherwise in different classes of a

borrower’s securities, to the extent permitted by applicable law. Such investments may inherently give rise to conflicts of interest or

perceived conflicts of interest between or among the various classes of securities that may be held by such entities. Conflicts may

also arise because portfolio decisions regarding the Fund may benefit the other Advised Funds. For example, the sale of a long position

or establishment of a short position by the Fund may impair the price of the same security sold short by (and therefore benefit)

one or more Advised Funds, and the purchase of a security or covering of a short position in a security by the Fund may increase the

price of the same security held by (and therefore benefit) one or more Advised Funds.

Applicable law, including the 1940 Act, may at times prevent the Fund from being able to participate in investments that it otherwise

would participate in, and may require the Fund to dispose of investments at a time when it otherwise would not dispose of such

investment, in each case, in order to comply with applicable law.

The 1940 Act contains prohibitions and restrictions relating to certain transactions between registered investment companies and

certain affiliates (including any investment advisers or sub-advisers), principal underwriters and certain affiliates of those affiliates or

underwriters. Because the Fund is a registered investment company, the Fund is not generally permitted to make loans to companies

controlled by the Advisers or other funds managed by the Advisers or their affiliates. The Fund is also not permitted to make any

co-investments with the Advisers or their affiliates (including any fund managed by Bain or its affiliates) without exemptive relief from

the SEC, subject to certain exceptions. The Fund has

received

exemptive relief from the SEC that

permits

the Fund and certain present

and future funds advised by Bain-controlled investment advisers to co-invest in suitable negotiated investments. Co-investments

made under the exemptive relief

are

subject to compliance with the conditions and other requirements contained in the exemptive

relief, which could limit the Fund’s ability to participate in a co-investment transaction.

The Adviser, the Sub-Adviser, or their respective affiliates and clients may pursue or enforce rights with respect to a borrower in which

the Fund has invested, and those activities may have an adverse effect on the Fund. As a result, prices, availability, liquidity and terms

of the Fund’s investments may be negatively impacted by the activities of the Adviser, the Sub-Adviser or their respective affiliates or

their clients, and transactions for the Fund may be impaired or effected at prices or terms that may be less favorable than would otherwise

have been the case.

The Sub-Adviser may have a conflict of interest in deciding whether to cause the Fund to incur leverage or to invest in more speculative

investments or financial instruments, thereby potentially increasing the Investment Management and incentive fee payable by the

Fund and, accordingly, the fees received by the Sub-Adviser. Certain other Advised Funds pay the Sub-Adviser or its affiliates greater

performance-based compensation, which could create an incentive for the Sub-Adviser or an affiliate to favor such investment fund or

account over the Fund.

Potential Conflicts of Interest Risk — Allocation of Personnel.

The Fund’s executive officers, and the employees of the Adviser or

Sub-Adviser, serve or may serve as officers, directors or principals of entities that operate in the same or a related line of business as

the Fund or of investment funds or accounts managed by the Adviser, the Sub-Adviser or their respective affiliates. As a result, they

may have obligations to investors in those entities, the fulfillment of which might not be in the best interests of the Fund or its Shareholders.

Additionally, certain personnel of the Adviser and Sub-Adviser and their respective management may face conflicts in their

time management and commitments.

Potential Conflicts of Interest Risk — Lack of Information Barriers.

By reason of the various activities of the Advisers and their affiliates,

the Advisers and such affiliates may acquire confidential or material non-public information or otherwise be restricted from purchasing

certain potential Fund investments that otherwise might have been purchased or be restricted from selling certain Fund

investments that might otherwise have been sold at the time.

Portfolio Fair Value Risk.

Under the 1940 Act, the Fund is required to carry its portfolio investments at market value or, if there is no

readily available market value, at fair value. There is not a public market for the securities of the privately held companies in which the

Fund may invest. Many of the Fund’s investments are not exchange-traded, but are, instead, traded on a privately negotiated OTC secondary

market for institutional investors. The Adviser, as valuation designee, is responsible for the valuation of the Fund’s portfolio

investments and implementing the portfolio valuation process set forth in the Adviser’s and the Fund’s valuation policy. Valuations of

Fund investments are disclosed quarterly in reports publicly filed with the SEC. See “Determination of Net Asset Value.”

A high proportion of the Fund’s investments relative to its total investments are valued at fair value. Certain factors that may be considered

in determining the fair value of the Fund’s investments include dealer quotes for securities traded on the OTC secondary market

for institutional investors, the nature and realizable value of any collateral, the portfolio company’s earnings and its ability to make

payments on its indebtedness, the markets in which the portfolio company does business, comparison to selected publicly-traded

companies, discounted cash flow and other relevant factors. The factors and methodologies used for the valuation of such securities

are not necessarily an indication of the risks associated with investing in those securities nor can it be assured that the Fund can realize

the fair value assigned to a security if it were to sell the security. Such valuations, and particularly valuations of private securities

and private companies, are inherently uncertain, and they often reflect only periodic information received by the Adviser about such

companies’ financial condition and/or business operations, which may be on a lagged basis and can be based on estimates. Determinations

of fair value may differ materially from the values that would have been used if an exchange-traded market for these securities

existed. Investments in private companies are typically governed by privately negotiated credit agreements and covenants, and reporting

requirements contained in the agreements may result in a delay in reporting their financial position to lenders, which in turn may

result in the Fund’s investments being valued on the basis of this reported information. Further, the Fund is offered on a daily basis

and calculates a daily NAV per Share. The Adviser seeks to evaluate on a daily basis material information about the Fund’s portfolio

companies; however, for the reasons noted herein, the Adviser may not be able to acquire and/or evaluate properly such information

on a daily basis. Due to these various factors, the Adviser’s fair value determinations could cause the Fund’s NAV on a valuation day to

materially differ from what it would have been had such information been fully incorporated. As a result, investors who purchase

Shares may receive more or less Shares and investors who tender their Shares may receive more or less cash proceeds than they

otherwise would receive.

Portfolio Turnover Risk.

The Fund’s annual portfolio turnover rate may vary greatly from year to year, as well as within a given year.

However, portfolio turnover rate is not considered a limiting factor in the execution of investment decisions for the Fund. High portfolio

turnover may result in the realization of net short-term capital gains by the Fund which, when distributed to the Fund and, ultimately,

Shareholders, will be taxable as ordinary income. In addition, a higher portfolio turnover rate results in correspondingly

greater brokerage commissions and other transactional expenses that are borne by the Fund.

Artificial Intelligence Risks.

As computing technology and data analytics advance, there has been a trend towards machine driven

and artificially intelligent trading systems, particularly with respect to increasing levels of autonomy in trading decision capabilities.

Regulators of financial markets have become increasingly focused on the potential impact of artificial intelligence (“AI”) on investment

activities and may issue regulations that affect the use of artificial technology in trading activities. Any such regulations may not have

the effect on financial markets that regulators intend. The use of AI and machine learning technologies (collectively, “AI Technologies”),

and the overall adoption of AI Technologies throughout society, create opportunities for the Fund and its portfolio companies,

as well as new and unpredictable competitive, operational, legal, and regulatory risks. The Fund uses, and plans to expand its use of,

AI Technologies in connection with its business and investment activities. The Fund’s portfolio companies and investments also use

such technologies, including, but not limited to, automation of operational tasks, identification of investment opportunities, investment

due diligence, and investment decision-making. The Fund and its portfolio companies continue to evaluate the rapidly evolving

landscape of AI Technologies. Actual use of AI Technologies varies across the Fund’s business, funds and portfolio companies, and

investments. While the Fund expects, from time to time, to adopt and adjust usage policies and procedures governing the use of AI

Technologies by its personnel, there is a risk of misuse of such AI Technologies, failure of such AI Technologies to be available or to

perform, or the introduction of inaccurate, biased or otherwise faulty outputs and security vulnerabilities, such as data leakage, which

may go undetected on account of use of such AI Technologies, any of which could cause a material harm to the Fund or its portfolio

companies. The Fund could also be exposed to the risks of AI if third-party service providers or any counterparties, whether or not

known to the Fund, also use AI Technologies in their business activities. The Fund may not be in a position to control the use of AI

Technologies in third-party products or services. The use of AI Technologies could involve the input of confidential information in contravention

of applicable policies, contractual obligations, or other restrictions, resulting in such information becoming accessible to

third-party AI applications and their users. In addition, some of the Fund’s competitors may be more successful than we are in the

development and implementation of new technologies, including services and platforms based on artificial intelligence to address

investor demands or improve operations. If the Fund is unable to adequately advance its capabilities in these areas, or does so at a

slower pace than others in the industry, the Fund may be at a competitive disadvantage. Similarly, if the Fund’s portfolio companies

are unable to effectively adopt or implement AI Technologies, or lag behind their competitors in doing so, their competitive positions

and business prospects may be negatively affected, which could adversely impact the value of the Fund’s investments. The increasingly

widespread use of AI by issuers and market participants and investments in such technologies by issuers may significantly

impact the economy, financial markets and issuers. Malicious actors may also use AI for fraud, hacking, or market manipulation. Issuers

that engage in AI-related businesses or that increasingly use these technologies are particularly susceptible to the risks associated

with AI and its rapid and unpredictable evolution, including (but not limited to) market and business risks, technology and product

risks, cybersecurity and data security risks, and intellectual property risks.

Cybersecurity Risks.

Cybersecurity incidents and cyber-attacks have been occurring globally at a more frequent and severe level and

will likely continue to increase in frequency in the future. The Advisers face various security threats on a regular basis, including ongoing

cyber security threats to and attacks on their information technology infrastructure that are intended to gain access to their proprietary

information, destroy data or disable, or degrade or sabotage their systems. These security threats could originate from a wide

variety of sources, including unknown third parties outside of the Advisers. Although neither the Adviser nor Sub-Adviser is currently

aware that it has been subject to cyber-attacks or other cyber incidents which, individually or in the aggregate, have materially affected

its operations or financial condition, there can be no assurance that the various procedures and controls utilized to mitigate these

threats will be sufficient to prevent disruptions to its systems.

The Advisers’ and issuers’ information and technology systems may be vulnerable to damage or interruption from computer viruses,

network failures, computer and telecommunication failures, infiltration by unauthorized persons and security breaches, usage errors

by their respective professionals, power outages and catastrophic events such as fires, tornadoes, floods, hurricanes and earthquakes.

In addition, the Fund will heavily rely on the Advisers’ and third parties’ financial, accounting, information and other data processing

systems. Any failure or interruption of those systems, including as a result of the termination of an agreement with any third- party

service providers, could cause delays or other problems in the Fund’s activities. If any of these systems do not operate properly or are

disabled for any reason or if there is any unauthorized disclosure of data, whether as a result of tampering, a breach of its network

security systems, a cyber-incident or attack or otherwise, the Fund and/or the Advisers could suffer substantial financial loss,

increased costs, a disruption of their businesses, liability to their investors, regulatory intervention or reputational damage. In addition,

the Advisers

operate

in a business that is highly dependent on information systems and technology

which may include cloud-based

technology and AI

systems and

operations,

that the Advisers rely on may not continue to be able to accommodate their growth,

and the cost of maintaining such systems may increase from its current level. Such a failure to accommodate growth, or an increase

in costs related to such information systems, could have a material adverse effect on the Fund and/or the Advisers.

A cybersecurity incident could have numerous material adverse effects, including on the operations, liquidity and financial condition of

the Fund. Cyber threats and/or incidents

or sudden market, operational, technological (including widespread system outage or faulty

updates to software applications) or other disruptions

could cause financial costs from the theft of Fund assets (including proprietary

information and intellectual property) as well as numerous unforeseen costs, including, but not limited to: litigation costs, preventative

and protective costs, remediation costs and costs associated with reputational damage, any one of which could have a materially

adverse effect on the Fund. There can be no guarantee that the Fund will be able to prevent or mitigate such incidents. If systems and

measures to manage risks relating to these types of events, are compromised, become inoperable for extended periods of time or

cease to function properly, the Advisers, the Fund and/or an issuer may have to make a significant investment to fix or replace them.

The failure of these systems and/or of disaster recovery plans for any reason could cause significant interruptions in the

Advisers

’

, the

Fund’s and/or an issuer’s operations and result in a failure to maintain the security, confidentiality or privacy of sensitive data, including

personal information relating to potential investors and Shareholders (and the beneficial owners of potential investors and Shareholders).

In addition, the Fund or the Advisers may not be in a position to verify the risks or reliability of third parties with which the Fund’s and

the Advisers’ operations interface with and/or depend on third parties, including the Fund’s administrator and other service providers.

The Fund may suffer adverse consequences from actions, errors or failure to act by such third parties, and will have obligations,

including indemnity obligations, and limited recourse against them.

Additionally, technological developments such as the use of

cloud-based service providers and/or services and the integration of artificial intelligence in systems and operations create new risks,

which can be difficult to assess and anticipate. For example, the Fund’s service providers and market participants on which the Fund

relies may use AI (such as machine learning or generative AI) and similar technologies in the provision of services to the Fund and its

operations generally. Such use may subject these service providers and market participants and, in turn, their services and operations

to increased risks associated with such technologies, including risk of errors, cyber security, data protection and information technology

risk, operational risk, and legal, regulatory and compliance risk. In addition, any controls in place designed to mitigate such risks

may be ineffective and the use of these technologies may change over time, which may present new risks and vulnerabilities. As a

result, the Fund may experience adverse consequences, such as operational errors, from such use of AI and similar technologies.

Risks Relating to Fund’s

RIC

Status.

Although the Fund

has elected to

be treated as a RIC under Subchapter M of the Code, no

assurance can be given that the Fund will be able to qualify for and maintain RIC status. If the Fund qualifies as a RIC under the Code,

the Fund generally will not be subject to corporate-level federal income taxes on its income and capital gains that are timely distributed

(or deemed distributed) as dividends for U.S. federal income tax purposes to its Shareholders. To qualify as a RIC under the

Code and to be relieved of federal taxes on income and gains distributed as dividends for U.S. federal income tax purposes to the

Fund’s Shareholders, the Fund must, among other things, meet certain source-of-income, asset diversification and distribution

requirements. The distribution requirement for a RIC is satisfied if the Fund distributes dividends each tax year for U.S. federal income

tax purposes of an amount generally at least equal to 90% of the sum of its net ordinary income and net short-term capital gains in

excess of net long-term capital losses, if any, to the Fund’s Shareholders.

RIC-Related Risks of Investments Generating Non-Cash Taxable Income.

Certain of the Fund’s investments will require the Fund to

recognize taxable income in a tax year in excess of the cash generated on those investments during that year. In particular, the Fund

expects to invest in loans and other debt instruments that will be treated as having “market discount” and/or original issue discount

(“OID”) (such as debt instruments with PIK interest or, in certain cases, increasing interest rates or issued with equity or warrants) for

U.S. federal income tax purposes. Because the Fund may be required to recognize income in respect of these investments before, or

without receiving, cash representing such income (e.g., PIK interest), the Fund may have difficulty satisfying the annual distribution

requirements applicable to RICs and avoiding Fund-level U.S. federal income and/or excise taxes. Accordingly, the Fund may be

required to sell assets, including at potentially disadvantageous times or prices, raise additional debt or equity capital, make taxable

distributions of Shares or debt securities, or reduce new investments, to obtain the cash needed to make these income distributions.

If the Fund liquidates assets to raise cash, the Fund may realize additional gain or loss on such liquidations. In the event the Fund realizes

additional net capital gains from such liquidation transactions, Shareholders may receive larger capital gain distributions than it

or they would in the absence of such transactions.

Instruments that are treated as having OID for U.S. federal income tax purposes may have unreliable valuations because their continuing

accruals require judgments about the collectability of the deferred payments and the value of any collateral. Loans that are treated

as having OID generally represent a significantly higher credit risk than coupon loans. Accruals on such instruments may create

uncertainty about the source of Fund distributions to Shareholders. OID creates the risk of non-refundable cash payments to the

Adviser based on accruals that may never be realized. In addition, the deferral of PIK interest also reduces a loan’s loan-to-value ratio

at a compounding rate.

Uncertain Tax Treatment.

The Fund may invest a portion of its net assets in below investment grade instruments. Investments in

these types of instruments may present special tax issues for the Fund. U.S. federal income tax rules are not entirely clear about

issues such as when the Fund may cease to accrue interest, OID or market discount, when and to what extent deductions may be

taken for bad debts or worthless instruments, how payments received on obligations in default should be allocated between principal

and income and whether exchanges of debt obligations in a bankruptcy or workout context are taxable. These and other issues will be

addressed by the Fund to the extent necessary in connection with the Fund’s intention to distribute sufficient income each tax year to

minimize the risk that it becomes subject to U.S. federal income or excise tax.

Management of The Fund

Trustees

Pursuant to the Declaration of Trust and the Fund’s Bylaws, as amended from time-to-time, the Fund’s business and affairs are overseen

by the Board, which has overall responsibility for overseeing the Fund’s management and operations. The Board consists of four

members, three of whom are considered Independent Trustees and one of whom is an Interested Trustee. The Trustees are subject to

removal or replacement in accordance with Delaware law and the Declaration of Trust. The Statement of Additional Information provides

additional information about the Trustees.

The Board, including the Independent Trustees, oversees the Fund’s management and operations. After an initial two-year term, the

Board will review on an annual basis the Investment Management Agreement and Sub-Advisory Agreement to determine, among

other things, whether the fees payable under such agreements are reasonable in light of the services provided.

Portfolio Managers

Below is biographical information relating to the Fund’s Portfolio Managers, who are employees of Bain Capital:

Nate Whittier.

Mr. Whittier joined Bain Capital in 2013. Since 2023, he has been a Partner, a Risk & Oversight Committee member,

and Portfolio Manager in Liquid and Structured Credit based in Bain Capital’s Boston office. Prior to his current role, he was Director

from 2019 through 2022. He is also responsible for risk management and portfolio analytics across the firm’s strategies.

John Wright.

Mr. Wright joined Bain Capital in 2000. Since 2014, he has been a Partner and has been Global Head of Credit since

2023. He is based in the Boston office. Mr. Wright is a Portfolio Manager, Credit Committee member and oversees the firm’s Liquid,

Structured and Private Credit investment strategies. Prior to his current role, Mr. Wright was the Co-Head of Liquid and Structured

Credit and has led the firm’s CLO business since 2016. Mr. Wright received a Bachelor of Arts from Tufts University and is a CFA

charterholder.

Michael A. Ewald.

Mr. Ewald joined Bain Capital in 1998. Since 2009 he has been a Partner, Global Head of the Private Credit Group,

Portfolio Manager for the Middle Market Credit and Senior Direct Lending strategies and a Credit Committee member. He also serves

as CEO of Bain Capital Specialty Finance, Inc., a registered business development company. He is based in Bain Capital’s Boston

office. Previously, Mr. Ewald was an Associate Consultant at Bain & Company and an analyst at Credit Suisse First Boston in the

Regulated Industries group. Mr. Ewald received an MBA from the Amos Tuck School of Business at Dartmouth College and a B.A.

from Tufts University.

The Statement of Additional Information provides additional information about the portfolio managers’ compensation, other accounts

managed by the portfolio managers, and the portfolio managers’ ownership of Shares in the Fund.

Control Persons and Principal Holders of Securities

A control person generally is a person who beneficially owns more than 25% of the voting securities of a company or has the power

to exercise control over the management or policies of such company. An affiliate of each of the Adviser and Sub-Adviser

has

provided

the initial investment for the Fund. For so long as the affiliates have a greater than 25% interest in the Fund, each may be

deemed to be a “control person” of the Fund for purposes of the 1940 Act.

Administrative Services

Pursuant to the Administration Agreement, the Administrator provides or procures administrative, support, shareholder and

corporate-level services on behalf of the Fund. The Administrator is reimbursed for its costs to provide or procure the administrative

and support services. For the shareholder services, Class A, Class D, and Class IS Shares of the Fund pay the Administrator a monthly

fee at an annual rate of

up to

0.25% of the net assets of the Fund. Shareholder services include, but are not limited to, responding to

operational inquiries from Shareholders; processing purchase, redemption and exchange orders with the Fund’s transfer agent; and

providing Shareholders with automatic investment services, including investments in Fund. For the corporate-level services, Class A,

Class D, Class I, and Class IS Shares of the Fund pay the Administrator a monthly fee at an annual rate of 0.05% of the net assets of

the Fund. Corporate-level services include anti-money laundering and fraud prevention; cybersecurity, privacy, and data security;

disaster recovery and business continuity; litigation and insurance support; services related to regulatory duties, such as duties of

confidentiality and disclosure; risk management services; and internal audit consulting services. The Fund bears all expenses that are

incurred in its operation and not specifically assumed by the Administrator, the Adviser, or other service providers. The Administration

Agreement may be terminated by either party without penalty upon 60-days’ written notice to the other party.

Accounting Services

The Fund has entered into an administration agreement with State Street Bank and Trust Company (“State Street”), effective February

28, 2025, pursuant to which State Street provides certain accounting services for the Fund (“Accounting Agreement”). Services provided

under the Accounting Agreement include, among others, functions related to calculating the daily net asset values (“NAV”) of

the Fund’s shares, providing financial reporting information, regulatory compliance testing and other related accounting services. For

these services, the Fund pays State Street either a flat, annual fee or an asset-based fee based on the total value of assets in the Fund,

plus certain additional service fees and out-of-pocket expenses.

Indemnification

The Investment Management Agreement and Sub-Advisory Agreement provide that, absent breach of fiduciary duty with respect to

receipt of compensation for services (in which case any award of damages shall be limited to the period and the amount set forth in

Section 36(b)(3) of the 1940 Act), willful misfeasance, bad faith or gross negligence in the performance of its duties, or reckless disregard

of its obligations and duties under the Agreement, the Adviser, the Sub-Adviser, their respective members and officers, managers,

partners, agents, employees, and controlling persons, and any other person or entity affiliated with the Adviser or Sub-Adviser, as

the case may be, are entitled to indemnification from the Fund for any damages, liabilities, costs and expenses (including reasonable

attorneys’ fees and other expenses) arising out of or otherwise based upon the performance of any of their respective duties or obligations

under the Investment Management Agreement and Sub-Advisory Agreement or otherwise as an investment adviser or sub-adviser

of the Fund.

Custodian and Transfer Agent

State Street Bank and Trust Company, which has its principal office at One Congress Street, Boston, MA 02114, serves as custodian,

transfer agent, and dividend paying agent for the Fund.

Fund Expenses

The Advisers bear all of their own respective costs incurred in providing investment advisory and sub-advisory services to the Fund.

As described below, however, the Fund bears all other expenses incurred in the business and operation of the Fund.

Pursuant to the Investment Management Agreement, expenses borne directly by the Fund include the costs incurred in:

•

the maintenance of the Fund’s corporate existence;

•

the maintenance of the Fund’s own books, records and procedures;

•

dealing with the Fund’s Shareholders;

•

the payment of dividends;

•

the transfer of Shares, including issuance, redemption and repurchase of Shares;

•

preparation of share certificates;

•

reports and notices to Shareholders;

•

calling and holding of Shareholders’ meetings;

•

miscellaneous office expenses;

•

brokerage costs (including, without limitation, brokers’ commissions or transactions costs chargeable to the Fund in connection

with portfolio securities transactions to which the Fund is a party);

•

the Fund’s proportionate share of expenses related to co-investments;

•

custodian fees;

•

legal and accounting fees;

•

taxes;

•

federal and state registration fees;

•

costs of valuation service providers retained by the Fund or the Adviser; and

•

payment for portfolio pricing services to a pricing agent, if any.

In conducting its own business and affairs, the Fund may utilize its Trustees, officers and employees, may utilize the facilities and personnel

of the Adviser and its affiliates and may enter into agreements with third parties, either affiliated or non-affiliated, to perform

any of these functions. The Fund has entered into an

Administration

Agreement with The Lincoln National Life Insurance Company to

perform certain of these functions. See

“Management of the Fund — Administrative Services.”

In the conduct of the respective businesses of the Fund, the Adviser and its affiliates, and in the performance of the Investment Management

Agreement, the Fund, the Adviser and its affiliates may share facilities common to each, which may include, without limitation,

legal and accounting personnel, with appropriate proration of expenses between them. Directors, officers and employees of the

Adviser or its affiliates may be directors, trustees and/or officers of any of the investment companies overseen by the Adviser. Directors,

officers and employees of the Adviser or its affiliates who are directors, trustees, and/or officers of these investment companies

shall not receive any compensation from such investment companies for acting in such dual capacity.

Except as otherwise described in this Prospectus, the Advisers will be reimbursed by the Fund, as applicable, for any of the above

expenses that they pay on behalf of the Fund.

Expense Limitation Agreement

The Adviser and the Fund have entered into the Expense Limitation Agreement under which the Adviser has agreed contractually to

pay, absorb or reimburse certain expenses of the Fund to limit the Fund’s Operating Expenses, calculated and reimbursed on a Class-by-Class

basis in respect of each of Class A, Class D, Class I, and Class IS with the exception of (i) interest, taxes, dividends tied to

short sales, and brokerage commissions; (ii) underlying fund fees and expenses; (iii) other expenses attributable to, and incurred as a

result of, the Fund’s investments; (iv) Incentive Fees; and (v) extraordinary expenses (including litigation expenses) not incurred in the

ordinary course of the Fund’s business (as determined in the discretion of the Adviser), to no more than 2.85%, 2.50%, 2.00%, and

2.25% for Class A, Class D, Class I, and Class IS Shares, respectively, on an annualized basis, of the Fund’s average daily net assets

(the “Operating Expense Limit”).

In consideration of the Adviser’s agreement to reimburse certain of the Fund’s expenses, the Fund has agreed to repay the Adviser a

Reimbursement Amount in respect of each of Class A, Class D, Class I, and Class IS for three years after a reimbursement, subject to

the limitation that a reimbursement will be made only if and to the extent that the Fund is able to effect such payments to the Adviser

and remain in compliance with: (i) the Operating Expense Limit in effect at the time the waiver or payment of the Reimbursement

Amount occurred and (ii) the Operating Expense Limit in effect at the time such reimbursement is sought. The Expense Limitation

Agreement will remain in effect through August 1, 2027, unless and until the Board approves its modification or termination. Thereafter,

the Expense Limitation Agreement shall renew automatically for one

year terms unless the Adviser provides written notice of termination

of the

Expense Limitation

Agreement to the Fund at least ten (10) days prior to the end of the then current term.

Organization and Offering Costs

Organizational costs include, among other things, the cost of organizing the Fund as a Delaware statutory trust, including the cost of

legal services and other fees pertaining to the Fund’s organization. These costs are expensed as incurred by the Fund and will be paid

by the Adviser on behalf of the Fund.

The Fund’s initial offering costs include, among other things, legal, printing, and other expenses pertaining to this offering. All organizational

and offering costs of the Fund paid by the Adviser shall be included in the Reimbursement Amount.

Investment Management Fee and Incentive Fee

Pursuant to the Investment Management Agreement, and in consideration of the advisory services provided by the Adviser to the

Fund, the Adviser is entitled to an Investment Management Fee and Incentive Fee. Pursuant to the Sub-Advisory Agreement, and in

consideration of the sub-advisory services provided by the Sub-Adviser to the Fund, the Sub-Adviser is entitled to a Sub-Advisory

Fee. The Investment Management Fee and Incentive Fee paid to the Adviser will be paid out of the Fund’s assets and the Sub-Advisory

Fee will be paid out of the Investment Management Fee and Incentive Fee.

Investment Management Fee

The Investment Management Fee is measured as of the end of each month at an annual rate of 1.00% of the Fund’s

average daily net

assets

plus

leverage

. The Investment Management Fee is payable monthly in arrears

. The Investment

Management Fee is paid before giving effect to any repurchase of Shares in the Fund effective as of that date and will decrease

the net profits or increase the net losses of the Fund.

Incentive Fee

The Incentive Fee is calculated and payable quarterly in arrears at a rate of 15% of each class’s “Pre-Incentive Fee Net Investment

Income” for the immediately preceding quarter, subject to a preferred return, or “hurdle,” of 1.50% of NAV (6.00% annualized) and a

“catch-up” feature. For this purpose, “Pre-Incentive Fee Net Investment Income” means

(a)

each class’s allocable share of

interest

income, dividend income and any other income accrued during the fiscal quarter, minus (b) each share class’s operating expenses for

the quarter and the distribution and/or shareholder servicing fees (if any) applicable to each share class accrued during the fiscal

quarter.

The incentive fee in each calendar quarter is paid to the Adviser as follows:

•

No incentive fee in any calendar quarter in which the applicable class’s Pre-Incentive Fee Net Investment Income does not

exceed the hurdle of 1.50% (6.00% annualized) of NAV of the class;

•

100% of the applicable class’s Pre-Incentive Fee Net Investment Income with respect to that portion of such Pre-Incentive Fee

Net Investment Income, if any, that exceeds the hurdle but is less than or equal to 1.765% (7.06% annualized) of the class’s

NAV in any calendar quarter. This portion of the Fund’s Pre-Incentive Fee Net Investment Income (which exceeds the hurdle but

is less than or equal to 1.765% (7.06% annualized) of NAV) is the “catch-up.” The “catch-up” is meant to provide the Adviser

with 15% of the applicable class’s Pre-Incentive Fee Net Investment Income as if a hurdle did not apply if Pre-Incentive Fee Net

Investment Income meets or exceeds 1.765% (7.06% annualized) of the class’s NAV in any calendar quarter; and

•

15% of the amount of the applicable class’s Pre-Incentive Fee Net Investment Income, if any, that exceeds 1.765% (7.06%

annualized) of the class’s NAV in any calendar quarter is payable to the Adviser (that is, once the hurdle is reached and the

catch-up is achieved, 15% of all Pre-Incentive Fee Net Investment Income thereafter is paid to the Adviser).

The following chart shows how the Incentive Fee would vary based on different amounts of Pre-Incentive Fee Net Investment Income:

Income Per Quarter, % of Beginning Net Assets	Incentive Fee Payable to Investment Adviser	Effective Split of Incremental Income
≤ 1.50%	0%	100% to Shareholders
˃ 1.50% up to 1.765%	100% of income in this band	0% to Shareholders / 100% to Adviser
˃ 1.765%	15% of income above 1.765%	85% to Shareholders / 15% to Adviser

Thus, whenever quarterly pre-incentive-fee net investment income exceeds 1.765% of beginning net assets, the Adviser receives an

Income Fee equal to 15% of that income for the quarter; income below the hurdle accrues entirely to Shareholders.

No Incentive Fee is payable to the Adviser on capital gains, whether realized or unrealized. In addition, the amount of the Incentive Fee

is not affected by any realized or unrealized losses that the Fund may suffer.

Sub-Advisory Fee

The Adviser pays Bain a Sub-Advisory Fee of 50% of each of the Investment Management Fee and the Incentive Fee (the “Sub-Advisory

Fee”), which is payable monthly or quarterly, as applicable, in arrears and accrued daily based upon the Fund’s Investment

Management Fee and Incentive Fee. The Sub-Advisory Fee will be paid out of the Investment Management Fee and Incentive Fee.

Approval of the Investment Management Agreement and Sub-Advisory Agreement

Board approval of the Investment Management Agreement was made in accordance with, and on the basis of an evaluation satisfactory

to the Board, as required by Section 15(c) of the 1940 Act and the applicable rules and regulations thereunder, including consideration

of, among other factors, (i) the nature, quality and extent of the services to be provided by the Adviser under the Investment

Management Agreement; (ii) comparative information with respect to advisory fees by other comparable investment companies; and

(iii) information about the services to be performed by the Adviser and its personnel providing such services under the Investment

Management Agreement. A discussion regarding the basis for the Board’s approval of the Investment Management Agreement

available in the Fund’s

annual

report on Form N-CSR

dated March 31, 2025

. The Investment Management Agreement will continue in

effect from year to year after an initial two-year term so long as such continuance is approved annually by the Board or by vote of a

majority of the outstanding voting securities of the Fund; provided that in either event the continuance is also approved by a majority

of the Independent Trustees by vote cast in person at a meeting called for the purpose of voting on such approval, or otherwise as

permitted by applicable law or regulation. The Investment Management Agreement is terminable, upon 60-days’ prior written notice

by the Fund or by the Adviser. The Investment Management Agreement also provides that it will terminate automatically in the event of

its “assignment,” as defined by the 1940 Act and the rules thereunder. Further, if the Sub-Advisory Agreement is not continued by the

Board or is terminated by the Board or the Adviser, the Investment Management Agreement shall be terminated at the time the Sub-Advisory

Agreement is terminated.

Board approval of the Sub-Advisory Agreement was made in accordance with, and on the basis of an evaluation satisfactory to the

Board, as required by Section 15(c) of the 1940 Act and the applicable rules and regulations thereunder, including consideration of,

among other factors, (i) the nature, quality and extent of the services provided by Bain under the Sub-Advisory Agreement; (ii) comparative

information with respect to advisory fees paid by other comparable investment companies; and (iii) information about the

services performed by Bain and its personnel providing such services under the Sub-Advisory Agreement. A discussion regarding the

basis for the Board’s approval of the Sub-Advisory Agreement

available in the Fund’s

annual

report on Form N-CSR

dated March 31,

2025

. The Sub-Advisory Agreement will continue in effect from year to year after an initial two year term so long as such continuance

is approved annually by the Board or by vote of a majority of the outstanding voting securities of the Fund; provided that in either

event the continuance is also approved by a majority of the Independent Trustees by vote cast in person at a meeting called for the

purpose of voting on such approval or otherwise as permitted by applicable law or regulation. The Sub-Advisory Agreement is terminable

without penalty,

inter alia

, upon 60 days’ prior written notice by the Fund, the Adviser or the Sub-Adviser. The Sub-Advisory

Agreement also provides that it will terminate automatically in the event of its “assignment,” as defined by the 1940 Act and the rules

thereunder.

Determination of Net Asset Value

The Fund’s NAV per Share will be determined daily by the Adviser as of the close of business on each day the New York Stock

Exchange (the “NYSE”) is open for trading or at such other times as the Board may determine. In accordance with the procedures

approved by the Board, the NAV per outstanding Share is determined, on a class-specific basis, by dividing the value of total assets

minus liabilities by the total number of Shares outstanding.

The Board has designated the Adviser as its Valuation Designee to perform fair valuation determinations for the Fund with respect to

all Fund investments. The Board oversees the Adviser in its role as Valuation Designee. The Adviser, as Valuation Designee, has

formed a separate valuation committee (the “Valuation Committee”) for determining the fair value of the Fund’s investments. The

Valuation Committee oversees the implementation of the Fund’s Pricing and Valuation Procedures (the “Valuation Procedures”) and

may consult with representatives from the Fund’s outside legal counsel and other third-party consultants in their discussions and

deliberations. The Valuation Committee is composed of individuals affiliated with the Adviser.

The Adviser, including through the Valuation Committee, conducts the valuation determinations, provides primary day-to-day oversight

of valuation of the Fund’s investments and acts in accordance with the Valuation Procedures as approved by the Board. The

Fund’s investment portfolio is valued in accordance with the Valuation Procedures. The Fund accounts for its investments in accordance

with U.S. Generally Accepted Accounting Principles (GAAP), and fair values its investment portfolio in accordance with the provisions

of the FASB ASC Topic 820 Fair Value Measurements and Disclosures of the Financial Accounting Standards Board’s Accounting

Standards Codification, as amended (“ASC 820”), as applicable, which defines fair value, establishes a framework for measuring

fair value, and requires enhanced disclosures about fair value measurements.

ASC 820 defines fair value as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction

between market participants at the measurement date.” Fair value is a market-based measurement, not an entity-specific measurement.

For some assets and liabilities, observable market transactions or market information might be available. For other assets and

liabilities, observable market transactions and market information might not be available. However, the objective of a fair value measurement

in both cases is the same — to estimate the price at which an orderly transaction to sell the asset or transfer the liability

would take place between market participants at the measurement date under current market conditions (that is, an exit price at the

measurement date from the perspective of a market participant that holds the asset or owes the liability).

ASC 820 establishes a hierarchal disclosure framework which ranks the observability of inputs used in measuring financial instruments

at fair value. The observability of inputs is impacted by a number of factors, including the type of financial instrument, the characteristic

specific to the financial instrument and the state of the marketplace, including the existence and transparency of transactions

between market participants. Financial instruments with readily available quoted prices, or for which fair value can be measured

from quoted prices in active markets, will generally have a higher degree of market price observability and a lesser degree of judgment

applied in determining fair value.

The three-level hierarchy for fair value measurement is defined as follows:

Level 1

— inputs to the valuation methodology are readily available market quotations. These are quoted prices (unadjusted)

available in active markets for identical investments that the Fund can access at the measurement date, provided that a quotation

will not be “readily available” if it is not reliable. The types of financial instruments included in Level 1 generally include

unrestricted securities, including equities and derivatives, listed in active markets. The Adviser does not adjust the quoted price

for these investments, even in situations where the Fund holds a large position and a sale could reasonably impact the quoted

price.

Level 2

— inputs to the valuation methodology are either directly or indirectly observable as of the reporting date and are those

other than quoted prices in active markets. The type of financial instruments in this category generally includes less liquid and

restricted securities listed in active markets, securities traded in other than active markets, government and agency securities,

and certain OTC derivatives where the fair value is based on observable inputs.

Level 3

— inputs to the valuation methodology are unobservable and significant to overall fair value measurement. The inputs

into the determination of fair value require significant management judgment or estimation. Financial instruments that are

included in this category generally include illiquid loans and investments in privately held entities, non-investment grade

residual interests in securitizations, CLOs, and certain OTC derivatives where the fair value is based on unobservable inputs.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s

level within the fair value hierarchy is based on the lowest level of input that is materially significant to the overall fair value

measurement. The Adviser’s assessment of the significance of a particular input to the fair value measurement in its entirety requires

judgment and considers factors specific to the investment.

The Adviser values securities/instruments traded in active markets on the measurement date by multiplying the closing price of such

traded securities/instruments by the quantity of Shares or amount of the instrument held. The Adviser values Level 2 securities (those

that are not actively traded but whose fair value can be determined based on other observable market data) using a price provided by

an approved independent pricing service.

The Fund expects that it will hold a high proportion of Level 3 investments relative to its total investments, which is directly related to

the Fund’s investment philosophy and target portfolio. The valuation approach may vary by security/instrument but may include discounted

cash flow analysis, comparable public market valuations and comparable transaction valuations. Factors that might materially

impact the value of an investment (

e.g

., operating results, financial condition, achievement of milestones, economic and/or market

events and recent sales prices) may be considered. The factors and methodologies used for the valuation of such securities are not

necessarily an indication of the risks associated with investing in those securities nor can it be assured that the Fund can realize the

fair value assigned to a security if it were to sell the security. Because such valuations are inherently uncertain, they often reflect only

periodic information received by the Adviser about such companies’ financial condition and/or business operations, which may be on

a lagged basis and therefore fluctuate over time and can be based on estimates. Determinations of fair value may differ materially

from the values that would have been used if an exchange-traded market for these securities existed.

The Adviser may engage one or more independent valuation or pricing firms to perform procedures, including providing input about

calculation models or providing assurance on the concluded fair values for individual Level 3 investments held by the Fund. Such

independent third-party pricing services and independent third-party valuation services may be utilized by the Adviser to verify valuation

models pursuant to the Fund’s

Valuation Procedures

at such timing intervals as the Adviser may deem appropriate.

The Adviser seeks to evaluate on a daily basis material information about the Fund’s portfolio companies; however, for the reasons

noted herein, the Adviser may not be able to acquire and/or evaluate properly such information on a daily basis. Due to these various

factors, the Fund’s fair value determinations can cause the Fund’s NAV to materially understate or overstate the value of its investments

at any point in time. As a result, investors who purchase Shares may receive more or less Shares and investors who tender

their Shares may receive more or less cash proceeds than they otherwise would receive.

If the Adviser reasonably believes an opinion from an independent valuation or pricing firm is inaccurate or unreliable, the Adviser’s

Valuation Committee will determine a good-faith fair valuation for the impacted investment. The Adviser’s Valuation Committee, who

is solely responsible for the determination of the fair value of the Fund’s investments, will consider all available information at its disposal

prior to making a valuation determination, including information or opinions from third-party firms.

In addition, the Fund

publicly reports

the NAV per Share of each class of the Fund on its website on a daily basis. For information on

the Fund’s daily NAV per Share, please call the Fund toll-free at 855-456-0067 or visit the Fund’s website at

https://www.lincolnfinancial.com/public/professionals/productsandinsights/lincolnfinancialinvestments/

LincolnBainCapitalTotalCreditFund/fundmaterials

Information contained on the Fund’s website is not incorporated by reference into

this Prospectus, and you should not consider such information to be part of this Prospectus. The Board is responsible for overseeing

the determination, in good faith, of the fair value of the Fund’s portfolio investments. The Adviser is responsible for the accuracy, reliability

or completeness of any market or fair market valuation determinations made with respect to the Fund’s assets.

Conflicts of Interest

The Fund’s executive officers and Trustees, and the employees of the Adviser or Sub-Adviser, serve or may serve as officers, trustees

or principals of entities that operate in the same or a related line of business as the Fund or of other funds managed, advised, or sponsored

by Lincoln, Bain, or their respective affiliates (“Other Managed Funds”). As a result, they may have obligations to investors in

those entities, the fulfillment of which might not be in the best interests of the Fund or its Shareholders. Moreover, notwithstanding

the difference in principal investment objectives between the Fund and the Other Managed Funds, such Other Managed Funds, including

potential new pooled investment vehicles or managed accounts not yet established (whether managed or sponsored by the Advisers

or their affiliates), have, and may from time to time have, overlapping investment objectives with the Fund and, accordingly, invest

in, whether principally or secondarily, asset classes similar to those targeted by the Fund. To the extent the Fund or the Other Managed

Funds have overlapping investment objectives, the scope of opportunities otherwise available to the Fund may be adversely

affected and/or reduced.

The Advisers are entities in which certain of the Fund’s Trustees and officers may have indirect ownership and/or economic interests.

Certain of the Fund’s Trustees and officers also serve as officers or principals of other investment managers affiliated with the Advisers

that currently, and may in the future, manage Other Managed Funds. In addition, certain of the Fund’s officers and Trustees serve

or may serve as officers, trustees or principals of entities that operate in the same or related line of business as the Fund does or of

Other Managed Funds. Accordingly, to the extent consistent with applicable law and/or the terms of any co-investment exemptive

relief, the Fund may not be made aware of and/or given the opportunity to participate in certain investments made by Other Managed

Funds. However, the Sub-Adviser

allocates

investment opportunities in a fair and equitable manner over time in accordance with its

investment allocation policy, as described herein.

The results of the Fund’s investment activities may differ significantly from the results achieved by the Other Managed Funds. It is

possible that one or more of such Other Managed Funds will achieve investment results that are substantially more or less favorable

than the results achieved by the Fund. Moreover, it is possible that the Fund will sustain losses during periods in which one or more

affiliates of the Adviser and/or Sub-Adviser achieve significant profits on their trading for proprietary or other accounts. The opposite

result is also possible.

The Advisers, their affiliates and their clients may pursue or enforce rights with respect to an issuer in which the Fund has invested,

and those activities may have an adverse effect on the Fund. As a result, prices, availability, liquidity, and terms of the Fund’s investments

may be negatively impacted by the activities of the Advisers and their affiliates or their clients, and transactions for the Fund

may be impaired or effected at prices or terms that may be less favorable than would otherwise have been the case.

The Sub-Adviser may enter into transactions and invest in securities, instruments, and currencies on behalf of the Fund in which customers of its affiliates, to the extent permitted by applicable law, serve as the counterparty, principal, or issuer. In such cases, such

party’s interests in the transaction could be adverse to the interests of the Fund, and such party may have no incentive to assure that

the Fund obtains the best possible prices or terms in connection with the transaction. In addition, the purchase, holding and sale of

such investments by the Fund may enhance the profitability of the Advisers or their affiliates. One or more affiliates may also create,

write or issue derivatives for their customers, the underlying securities, currencies or instruments of which may be those in which the

Fund invests, or which may be based on the performance of the Fund. The Fund may, subject to applicable law, purchase investments

that are the subject of an underwriting or other distribution by one or more Adviser or Sub-Adviser affiliates and may also enter into

transactions with other clients of an affiliate where such other clients have interests adverse to those of the Fund.

Applicable law, including the 1940 Act, may at times prevent the Fund from being able to participate in investments that it otherwise

would participate in and may require the Fund to dispose of investments at a time when it otherwise would not dispose of such

investment, in each case, in order to comply with applicable law.

The 1940 Act contains prohibitions and restrictions relating to certain transactions between registered investment companies and

certain affiliates (including any investment advisers), principal underwriters and certain affiliates of those affiliates or underwriters.

Because the Fund is a registered investment company, the Fund is not generally permitted to make loans to companies controlled by

the Advisers or other funds managed by the Advisers or their affiliates. The Fund is also not permitted to make any co-investments

with the Sub-Adviser or its affiliates (including any fund managed by the Sub-Adviser or its affiliates) without exemptive relief from

the SEC, subject to certain exceptions. The Fund, the Adviser and the Sub-Adviser

have obtained

exemptive relief that

permits

the

Fund and certain co-investment affiliates to co-invest in suitable negotiated investments. Co-investments made under the exemptive

relief

are

subject to compliance with the conditions and other requirements contained in the exemptive relief, which

can

limit the

Fund’s ability to participate in a co-investment transaction.

The Fund will be required to establish business relationships with its counterparties based on the Fund’s own credit standing. Neither

the Advisers nor any of their affiliates will have any obligation to allow its credit to be used in connection with the Fund’s establishment

of its business relationships, nor is it expected that the Fund’s counterparties will rely on the credit of the Advisers or their affiliates

in evaluating the Fund’s creditworthiness.

By reason of the various activities of the Sub-Adviser and its affiliates, the Sub-Adviser and such affiliates may acquire confidential or

material non-public information or otherwise be restricted from purchasing certain potential Fund investments that otherwise might

have been purchased or be restricted from selling certain Fund investments that might otherwise have been sold at the time.

The Sub-Adviser has adopted policies and procedures designed to prevent conflicts of interest from influencing proxy voting decisions

made on behalf of advisory clients, including the Fund, and to help ensure that such decisions are made in accordance with its

fiduciary obligations to clients. Nevertheless, notwithstanding such proxy voting policies and procedures, actual proxy voting decisions

may have the effect of favoring the interests of other clients, provided that the Sub-Adviser believes such voting decisions to be

in accordance with their fiduciary obligations.

Share Repurchase Program

The Fund does not currently intend to list its Shares on any securities exchange and does not expect any secondary market for them

to develop in the foreseeable future. Therefore, Shareholders should expect that they will be unable to sell their Shares for an indefinite

time or at a desired price. No Shareholder will have the right to require the Fund to repurchase such Shareholder’s Shares or any

portion thereof. Because no public market exists for the Shares, and none is expected to develop in the foreseeable future, Shareholders

will not be able to liquidate their investment, other than through the Fund’s share repurchase program, or, in limited circumstances,

as a result of transfers of Shares to other investors.

To provide Shareholders with limited liquidity, the Fund is structured as an “interval fund” and

conducts

quarterly repurchase offers

for between 5% and 25% of the Fund’s outstanding Shares at NAV, pursuant to Rule 23c-3 under the 1940 Act, unless such offer is

suspended or postponed in accordance with regulatory requirements (as discussed below). Under normal market conditions, the

Fund currently

repurchases

5% of its outstanding Shares at NAV on a quarterly basis. In connection with any given repurchase offer, it

is likely that the Fund may offer to repurchase only 5% of its outstanding Shares.

The offer to purchase Shares is a fundamental policy

that may not be changed without the vote of the holders of a majority of the Fund’s outstanding voting securities (as defined in the

1940 Act). Repurchase Offer Notices will be sent to Shareholders at least 21 calendar days before the Repurchase Request Deadline;

however, the Fund will seek to provide such written notification earlier but no more than 42 calendar days before the Repurchase

Request Deadline. The Board will establish the Repurchase Request Deadline for each repurchase offer, but such date may be revised

by the Fund’s officers, in their sole discretion, based on factors such as market conditions, the level of the Fund’s assets and Shareholder

servicing considerations provided that the Board is notified of this change and the reasons for it. The NAV will be calculated on

the Repurchase Pricing Date, which will be no later than 14 calendar days after the Repurchase Request Deadline or the next business

day if the fourteenth calendar day is not a business day. The Fund’s NAV may fluctuate between the date you submit your repurchase

request and the Repurchase Request Deadline and may also fluctuate to the extent there is any delay between the Repurchase

Request Deadline and the Repurchase Pricing Date. The Fund will distribute payment to Shareholders within seven calendar days after

the Repurchase Pricing Date. Thus, the Shares are appropriate only as a long-term investment. In addition,

the Fund’s repurchase offers may subject the Fund and Shareholders to special risks. See

“Types of Investments and Related Risks

— Other Risks Relating to the Fund—

Closed-end Interval Fund; Liquidity Risks

” and “Types of Investments and Related Risks —

Other Risks Relating to the Fund—

Repurchase Offers Risks

.”

Determination of Repurchase Offer Amount

The Board, in its sole discretion, will determine the number of Shares that the Fund will offer to repurchase (the “Repurchase Offer

Amount”) for a given Repurchase Request Deadline. The Repurchase Offer Amount, however, will be between 5% and 25% of the total

number of Shares outstanding on the Repurchase Request Deadline. Under normal market conditions, the Fund currently

repurchases

5% of its outstanding Shares at NAV on a quarterly basis.

If Shareholders tender for repurchase more than the Repurchase Offer Amount for a given repurchase offer, the Fund will repurchase

the Shares on a pro rata basis. However, the Fund may accept all Shares tendered for repurchase by Shareholders who own less than

one hundred Shares and who tender all of their Shares, before prorating other amounts tendered.

Notice to Shareholders

No less than 21 days and no more than 42 days before each Repurchase Request Deadline, the Fund shall send to each Shareholder

of record and to each beneficial owner of the Shares that are the subject of the repurchase offer a Repurchase Offer Notice. The

Repurchase Offer Notice will contain information Shareholders should consider in deciding whether to tender their Shares for repurchase.

The Repurchase Offer Notice also will include detailed instructions on how to tender Shares for repurchase, state the Repurchase

Offer Amount and identify the dates of the Repurchase Request Deadline, the scheduled Repurchase Pricing Date, and the date

the repurchase proceeds are scheduled for payment. The notice also will set forth the NAV that has been computed no more than

seven days before the date of notification, and how Shareholders may ascertain the NAV after the notification date.

Repurchase Price

The repurchase price of the Shares will be the Fund’s NAV as of the close of regular trading on the NYSE on the Repurchase Pricing

Date. You may call 855-456-0067 or visit the Fund’s website at

https://www.lincolnfinancial.com/public/professionals/productsandinsights/lincolnfinancialinvestments/LincolnBainCapitalTotalCreditFund/fundmaterials

to learn the Fund’s NAV. Information

contained on the Fund’s website is not incorporated by reference into this Prospectus, and you should not consider such information

to be part of this Prospectus. The Repurchase Offer Notice also will provide information concerning the NAV, such as the NAV

as of a recent date or a sampling of recent NAVs, and a toll-free number for information regarding the repurchase offer.

Early Repurchase Fee

Repurchases of Shares from Shareholders by the Fund will be paid in cash as described below. The Fund does not impose any

charges in connection with repurchases of Shares except with respect to Shares held for less than one year. An early repurchase fee

(the “Early Repurchase Fee”) payable to the Fund will be charged with respect to the repurchase of a Shareholder’s Shares at any time

prior to the day immediately preceding the one-year anniversary of a Shareholder’s purchase of the Shares. The Early Repurchase Fee

will equal 2.00% of the NAV of the Shares repurchased less than one year from the date of purchase. Once Shareholders have held

Shares for a year, no fee will be assessed in association with a Share repurchase. The Early Repurchase Fee is payable to the Fund and

not to the Advisers. An Early Repurchase Fee payable by a Shareholder may be waived by the Fund, in circumstances where the Board

determines that doing so is in the best interests of the Fund and will not discriminate unfairly against any Shareholder.

Repurchase Amounts and Payment of Proceeds

Shares tendered for repurchase by Shareholders prior to any Repurchase Request Deadline will be repurchased subject to the Repurchase

Offer Amount established for that Repurchase Request Deadline. Shareholders may withdraw or modify their request to tender

their Shares for repurchase at any time prior to the Repurchase Request Deadline. Payment pursuant to the repurchase offer will be

made by check to the Shareholder’s address of record, or credited directly to a predetermined bank account on the Purchase Payment

Date, which will be no more than seven calendar days after the Repurchase Pricing Date. The Board may establish other policies for

repurchases of Shares that are consistent with the 1940 Act, regulations thereunder and other pertinent laws.

If Shareholders tender for repurchase more than the Repurchase Offer Amount for a given repurchase offer, the Fund may, but is not

required to, repurchase an additional amount of Shares not to exceed 2% of the outstanding Shares of the Fund on the Repurchase

Request Deadline. If the Fund determines not to repurchase more than the Repurchase Offer Amount, or if Shareholders tender

Shares in an amount exceeding the Repurchase Offer Amount plus 2% of the outstanding Shares on the Repurchase Request Deadline,

the Fund will repurchase the Shares on a pro rata basis. However, the Fund may accept all Shares tendered for repurchase by

Shareholders who own less than one hundred Shares and who tender all of their Shares, before prorating other amounts tendered.

Suspension or Postponement of Repurchase Offers

The Fund may postpone or suspend repurchase offers. A postponement or suspension may occur only if approved by a vote of a

majority of the Board, including a majority of the Independent Trustees. The Fund or your Financial Intermediary will send you a notice

if there is a suspension or postponement of a repurchase offer and if a repurchase offer is renewed after a suspension or postponement.

A suspension or postponement may be done only in limited circumstances. These circumstances include the following:

•

The repurchase of Shares would cause the Fund to lose its status as a RIC under Subchapter M of the Code;

•

During an emergency that makes it impractical for the Fund to dispose of securities it owns or to determine the NAV of the

Fund’s Shares;

•

During other periods that the SEC permits the suspension or postponement of offers by the Fund for the protection of its Shareholders;

•

During any period in which the NYSE or any other market on which the Fund’s portfolio securities are traded is closed (other

than customary weekend or holiday closings) or trading in those markets is restricted.

Description of Capital Structure

The following description is based on relevant portions of the Delaware Statutory Trust Act, as amended, and on the Declaration of

Trust and the Fund’s

Bylaws

, as may be amended from time-to-time. This summary is not intended to be complete. Please refer to the

Delaware Statutory Trust Act, as amended, and the Declaration of Trust and the Fund’s

Bylaws

, copies of which have been filed as

exhibits to the Registration Statement of which this Prospectus forms a part, for a more detailed description of the provisions summarized

below.

Shares of Beneficial Interest

The Declaration of Trust authorizes the Fund’s issuance of an unlimited number of Shares of beneficial interest, no par value. There is

currently no market for Shares and the Fund does not expect that a market for Shares will develop in the foreseeable future. Pursuant

to the Declaration of Trust and as permitted by Delaware law, Shareholders are entitled to the same limitation of personal liability

extended to stockholders of private corporations organized for profit under the General Corporation Law of the State of Delaware, as

amended, and therefore generally will not be personally liable for the Fund’s debts or obligations.

Under the terms of the Declaration of Trust, all Shares, when consideration for Shares is received by the Fund, will be fully paid and

nonassessable. Distributions may be paid to Shareholders if, as and when authorized and declared by the Board. Shares will have no

preference, preemptive, appraisal, conversion, exchange, or redemption rights, and will be freely transferable, except where their

transfer is restricted by law or contract. The Declaration of Trust provides that the Board shall have the power to repurchase or

redeem Shares. In the event of the Fund’s dissolution, after the Fund pays or adequately provides for the payment of all claims and

obligations of the Fund, and upon the receipt of such releases, indemnities and refunding agreements deemed necessary by the

Board, each Share will be entitled to receive, according to its respective rights, a pro rata portion of the Fund’s assets available for

distribution, subject to any preferential rights of holders of the Fund’s outstanding preferred shares, if any. Each whole Share will be

entitled to one vote as to any matter on which it is entitled to vote, and each fractional Share will be entitled to a proportionate fractional

vote. Shareholders shall be entitled to vote on all matters on which a vote of Shareholders is required by the 1940 Act, the Declaration

of Trust, or a resolution of the Board. There will be no cumulative voting in the election or removal of Trustees. Under the Declaration

of Trust, the Fund is not required to hold annual meetings of Shareholders. The Fund only expects to hold Shareholder

meetings to the extent required by the 1940 Act or pursuant to special meetings called by the Board or a majority of Shareholders.

Investors may buy Shares of the Fund through Financial Intermediaries

or, in certain circumstances, directly from the Fund

. Orders

will be priced at the appropriate price next computed after it is received by a Financial Intermediary

or the Fund, as applicable,

and

accepted by the Fund. A Financial Intermediary may hold Shares in an omnibus account in the Financial Intermediary’s name or the

Financial Intermediary may maintain individual ownership records. The Fund may pay the Financial Intermediary for maintaining individual

ownership records as well as providing other shareholder services. Financial Intermediaries may charge fees for the services

they provide in connection with processing your transaction orders or maintaining your account with them. Investors should check

with their Financial Intermediary to determine if they are subject to these fees. Financial Intermediaries are responsible for placing

orders correctly and promptly with the Fund, forwarding payment promptly. While Class I and Class IS Shares do not impose a front-end

sales load, if you purchase Class I or Class IS Shares through certain Financial Intermediaries, they may directly charge you

transaction or other fees in such amount as they may determine. Please consult your Financial Intermediary for additional information.

Preferred Shares and Other Securities

The Declaration of Trust provides that the Board may, subject to the Fund’s investment policies and restrictions and the requirements

of the 1940 Act, authorize and cause the Fund to issue securities of the Fund other than Shares (including preferred shares, debt

securities or other senior securities), by action of the Board without the approval of Shareholders. The Board may determine the

terms, rights, preferences, privileges, limitations and restrictions of such securities as the Board sees fit.

Preferred shares could be issued with rights and preferences that would adversely affect Shareholders. Preferred shares could also be

used as an anti-takeover device. Every issuance of preferred shares will be required to comply with the requirements of the 1940 Act.

The 1940 Act requires, among other things, that (i) immediately after issuance of preferred shares and before any distribution is made

with respect to the shares and before any purchase of shares is made, the aggregate involuntary liquidation preference of such preferred

shares together with the aggregate involuntary liquidation preference or aggregate value of all other senior securities must not

exceed an amount equal to 50% of the Fund’s total assets after deducting the amount of such distribution or purchase price, as the

case may be; and (ii) the holders of preferred shares, if any are issued, must be entitled as a class to elect two Trustees at all times

and to elect a majority of the Trustees if distributions on such preferred shares are in arrears by two years or more. Certain matters

under the 1940 Act require the separate vote of the holders of any issued and outstanding preferred shares.

Outstanding Securities

The following table sets forth information about the Fund’s outstanding Shares as of

May 31

2026

	Amount Authorized	Amount Held by the Fund for its Own Account	Amount Outstanding
Class A Shares	Unlimited	10,270.22	1,044.08
Class D Shares	Unlimited	10,296.71	1,045.95
Class I Shares	Unlimited	311,178,962.62	30,422,840.35
Class IS Shares	Unlimited	10,316.27	1,047.28

Limitation on Liability of Trustees and Officers; Indemnification and Advance of Expenses

Pursuant to the Declaration of Trust, Trustees and officers of the Fund will not be subject in such capacity to any personal liability to

the Fund

Shareholders, unless the liability arises from willful misfeasance, lack of good faith or gross negligence in the performance

of their duties, or reckless disregard of their obligations and duties under the Agreement involved in the conduct of their office.

Except as otherwise provided in the Declaration of Trust, the Fund will indemnify and hold harmless any current or former Trustee or

officer of the Fund against any liabilities and expenses (including reasonable attorneys’ fees relating to the defense or disposition of

any action, suit or proceeding with which such person is involved or threatened), while and with respect to acting in the capacity of a

Trustee or officer of the Fund, except with respect to matters in which such person did not act in good faith in the reasonable belief

that his or her action was in the best interest of the Fund, or in the case of a criminal proceeding, matters for which such person had

reasonable cause to believe that his or her conduct was unlawful. In accordance with the 1940 Act, the Fund will not indemnify any

Trustee or officer for any liability to which such person would be subject by reason of his or her willful misfeasance, lack of good faith

or gross negligence in the performance of his or her duties, or reckless disregard of his or her obligations and duties involved in the

conduct of such person’s office. The Fund will provide indemnification to Trustees and officers prior to a final determination regarding

entitlement to indemnification as described in the Declaration of Trust.

The Investment Management Agreement and the Sub-Advisory Agreement provide that, in the absence of breach of fiduciary duty

with respect to receipt of compensation for services (in which case any award of damages shall be limited to the period and the

amount set forth in Section 36(b)(3) of the 1940 Act), willful misfeasance, bad faith or gross negligence in the performance of its

duties, or reckless disregard of its obligations and duties under the applicable agreement, the Adviser or the Sub-Adviser, as the case

may be, is not liable for any error of judgment or mistake of law or for any loss the Fund suffers.

Pursuant to the Declaration of Trust, the Fund will advance the expenses of defending any action for which indemnification is sought if

the Fund receives a written undertaking by the indemnitee which provides that the indemnitee will reimburse the Fund unless it is subsequently

determined that the indemnitee is entitled to such indemnification.

Number of Trustees; Appointment of Trustees; Vacancies; Removal

The Declaration of Trust provides that the number of Trustees shall be fixed from time to time by the Trustees, provided, however, that

the number of Trustees shall in no event be less than two. As set forth in the Declaration of Trust, a Trustee’s term of office shall continue

until his or her death, resignation, removal, incompetence, or other incapacity to perform the duties of the office of a Trustee.

Subject to the provisions of the 1940 Act, individuals may be appointed by the Trustees at any time to fill vacancies on the Board by

the appointment of such persons by a majority of the Trustees then in office. Each Trustee shall hold office until his or her successor

shall have been appointed pursuant to the Declaration of Trust. To the extent that the 1940 Act requires that Trustees be elected by

Shareholders, any such Trustees will be elected by a plurality of all Shares voted at a meeting of Shareholders at which a quorum is

present.

The Declaration of Trust provides that any Trustee may be removed (provided that after the removal the aggregate number of Trustees

is not less than the minimum required by the Declaration of Trust) from office with cause only by action taken by a majority of the

remaining Trustees (or, in the case of an Independent Trustee, only by action taken by a majority of the remaining Independent Trustees).

Action by Shareholders

The Declaration of Trust provides that Shareholder action can be taken at a meeting of Shareholders or by written consent in lieu of a

meeting. Subject to the 1940 Act, the Declaration of Trust or a resolution of the Board specifying a greater or lesser vote requirement,

the affirmative vote of a majority of Shares present in person or represented by proxy at a meeting and entitled to vote on the subject

matter shall be the act of the Shareholders with respect to any matter submitted to a vote of the Shareholders.

Amendment of Declaration of Trust and Bylaws

Subject to the provisions of the 1940 Act, pursuant to the Declaration of Trust, the Board may make certain amendments to the Declaration

of Trust without any vote of Shareholders. Pursuant to the Declaration of Trust and the Fund’s Bylaws, the Board has the exclusive

power to amend or repeal the Fund’s Bylaws or adopt new Bylaws at any time.

No Appraisal Rights

In certain extraordinary transactions, some jurisdictions provide the right to dissenting Shareholders to demand and receive the fair

value of their Shares, subject to certain procedures and requirements set forth in such jurisdiction’s statutes. Those rights are commonly

referred to as appraisal rights. The Declaration of Trust provides that Shares shall not entitle Shareholders to appraisal rights.

Waiver of Jury Trial

The Declaration of Trust provides that each Trustee, officer, Shareholder and Person beneficially owning an interest in the Fund

(whether through a broker, dealer, bank, trust company or clearing corporation or an agent of any of the foregoing or otherwise), to

the fullest extent permitted by law, including Section 3804(e) of the Delaware Statutory Trust Act, irrevocably waives any and all right

to trial by jury in any such claim, suit, action or proceeding.

Exclusive Jurisdiction

The Declaration of Trust provides that each Trustee, officer, Shareholder and Person beneficially owning an interest in the Fund

(whether through a broker, dealer, bank, trust company or clearing corporation or an agent of any of the foregoing or otherwise), to

the fullest extent permitted by law, including Section 3804(e) of the Delaware Statutory Trust Act, irrevocably agrees that any claims,

suits, actions or proceedings arising out of or relating in any way to the Fund or its business and affairs, the Statutory Trust Act, the

Declaration of Trust or the Fund’s Bylaws or asserting a claim governed by the internal affairs (or similar) doctrine shall be exclusively

brought in the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction thereof, any other

court in the State of Delaware with subject matter jurisdiction. In submitting to the jurisdiction of the courts of Delaware, a Trustee,

officer, Shareholder or Person beneficially owning an interest in the

Fund

may have to bring suit in an inconvenient and less favorable

forum. This provision shall not apply to claims arising under federal or state securities laws.

Conflict with Applicable Laws and Regulations

The Declaration of Trust provides that if and to the extent that any provision of the Declaration of Trust conflicts with any provision of

the 1940 Act, the provisions under the Code applicable to the Fund as a RIC or other applicable laws and regulations, the conflicting

provision shall be deemed never to have constituted a part of the Declaration of Trust; provided, however, that such determination

shall not affect any of the remaining provisions of the Declaration of Trust or affect the validity of any action taken or omitted to be taken prior to such determination.

Purchase of Shares

Investors may be charged a fee if they effect transactions through an intermediary, broker or agent. The Fund has authorized one or

more brokers to receive on its behalf purchase and repurchase orders. Such brokers are authorized to designate other intermediaries

to receive purchase and repurchase orders on the Fund’s behalf. The Fund will be deemed to have received a purchase or repurchase

order when an authorized broker or, if applicable, a broker’s authorized designee, receives the order. Customer orders will be priced at

the Fund’s Net Asset Value next computed after they are received by an authorized broker or the broker’s authorized designee and

accepted by the Fund.

You may buy or request that the Fund repurchase Shares through your Financial Intermediary. Because an investment in our Shares

involves many considerations, your Financial Intermediary may help you with this decision. Due to the illiquid nature of the Fund’s

investments, Shares are only suitable as a long-term investment. Because there is no public market for Shares, Shareholders may

have difficulty selling their Shares.

Acceptance and Timing of Purchase Orders

Purchase Orders Through Financial Intermediaries

A purchase order received by

a Financial Intermediary prior to the close of trading on the NYSE, on a day the Fund is open for business,

together with payment will be effected at that day’s NAV. An order received after the close of the NYSE will be effected at the

NAV determined on the next business day. However, orders received by certain retirement plans and other Financial Intermediaries on

a business day prior to the close of trading on the NYSE and communicated to the Fund or its designee prior to such time as agreed

upon by the Fund and such retirement plan or other Financial Intermediary will be effected at the NAV determined on the business day

the order was received by the retirement plan or other Financial Intermediary. The Fund is “open for business” on each day the NYSE

is open for trading, which excludes the following holidays: New Year’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Good Friday,

Memorial Day, Juneteenth National Independence Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. If the

NYSE is closed due to weather or other extenuating circumstances on a day it would typically be open for business, the Fund reserves

the right to treat such day as a business day and accept purchase orders in accordance with applicable law. The Fund reserves the

right to close if the primary trading markets of the Fund’s portfolio instruments are closed and the Fund’s management believes that

there is not an adequate market to meet purchase requests. On any business day when the Securities Industry and Financial Markets

Association recommends that the securities markets close trading early, the Fund may close trading early. Purchase orders will be

accepted only on days which the Fund is open for business.

Financial Intermediaries also may impose terms and conditions on investor accounts and investments in the Fund that are in addition

to the terms and conditions set forth in this Prospectus (including requirements as to the timing of a subscription

required documentation

, and other matters

). Such terms and conditions are not imposed by the Fund, the Distributor, or any other service provider of

the Fund. Any terms and conditions imposed by a Financial Intermediary, or operational limitations applicable to such parties, may

affect or limit an investor’s ability to purchase Shares

or otherwise transact business with the Fund

, and may affect the timing of any

such purchases or other transactions

. Investors should direct any questions regarding terms and conditions applicable to their

accounts or relevant operational limitations to their Financial Intermediary.

The Fund and the Distributor each reserves the right, in its sole discretion, to accept or reject any order for purchase of Fund Shares.

The sale of Shares may be suspended during any period in which the NYSE is closed other than weekends or holidays; when trading

on the NYSE is restricted or during an emergency which makes it impracticable for the Fund to dispose of its securities or to determine

fairly the value of its net assets, or during any other period as permitted by the SEC for the protection of investors.

Shares purchased by a fiduciary or custodial account will be registered in the name of the fiduciary account and not in the name of the

beneficiary. If you place an order to buy Shares and your payment is not received and collected, your purchase may be canceled and

you could be liable for any losses or fees incurred.

Purchase Price

Shares are sold at the NAV per Share, as described in “Determination of Net Asset Value,” plus any applicable sales load. Each class

of Shares may have a different NAV per Share because shareholder servicing and/or distribution fees differ with respect to each class.

If you participate in our DRP, the cash distributions attributable to the class of Shares that you purchase will be automatically invested

in additional Shares of the same class. The purchase price for Shares purchased under our DRP will be equal to the NAV per Share for

such Shares on the date the distribution is paid.

The Fund’s NAV may vary significantly from one day to the next. The Fund’s daily NAV per share

available on the Fund’s website at

https://www.lincolnfinancial.com/public/professionals/productsandinsights/lincolnfinancialinvestments/LincolnBainCapitalTotalCreditFund/fundmaterials

Information contained on the Fund’s website is not

incorporated by reference into this Prospectus, and you should not consider such information to be part of this Prospectus.

In contrast to securities traded on an exchange or OTC, where the price often fluctuates as a result of, among other things, the supply

and demand of securities in the trading market, the Fund’s NAV will be calculated daily using the Fund’s valuation methodology, and

the price at which the Fund sells new Shares and repurchases outstanding Shares will therefore not change depending on the level of

demand by investors or the volume of requests for repurchases.

Class A Shares and Class D Shares

Investors purchasing Class A and Class D Shares may be charged a sales load based on the amount of their investment in the Fund.

The sales load payable by each investor depends upon the amount invested by such investor in the Fund, but may range from 0.00%

to 3.00% (for Class A Shares), or from 0.00% to 3.50% (for Class D Shares). A reallowance to participating broker-dealers may be

made by the Distributor from the sales load paid by each investor.

You may be able to buy Class A or Class D Shares without a sales load (i.e., “load-waived”) when you are:

•

reinvesting dividends or distributions;

•

purchasing Shares through a Financial Intermediary that has a special arrangement with the Fund;

•

participating in an investment advisory or agency commission program under which you pay a fee to an investment adviser or

other firm for portfolio management or brokerage services; or

•

any current or retired trustee of the Fund, or any associated trust, person, or profit sharing or other benefit plan of such current

or retired trustee; any employee of the Distributor or its affiliates; an employee of an entity with a selling group agreement with

the Distributor; or any member of the immediate family of a person qualifying here including a spouse, child, stepchild, parent,

stepparent, sibling, grandchild and grandparent, in each case including in-law and adoptive relationships.

The following sales loads apply to your purchases of Class A and Class D Shares of the Fund:

Amount Invested	Class A Sales Load (% of Offering Price)	Class A Sales Load (% of Amount Invested)	Class D Sales Load (% of Offering Price)	Class D Sales Load (% of Amount Invested)	Dealer Reallowance (% of Offering Price)*
Under $250,000	3.00 %	3.09 %	3.50 %	3.63 %	3.00% (Class A) / 3.50% (Class D)
$250,000 – $499,999	2.00 %	2.04 %	2.50 %	2.56 %	2.00% (Class A) / 2.50% (Class D)
$500,000 – $999,999	1.00 %	1.01 %	1.50 %	1.52 %	1.00% (Class A) / 1.50% (Class D)
$1,000,000 and above	0.00 %	0.00 %	1.00 %	1.01 %	0.00% (Class A) / 1.00% (Class D)

Gross dealer concession paid to participating broker-dealers.

Reduced Sales Loads for Class A and Class D Purchases

As the table above shows, the larger your investment, the lower your initial sales load on Class A and Class D Shares. Each investment

threshold that qualifies for a lower sales load is known as a “breakpoint.” You may be able to qualify for a breakpoint on the

basis of a single purchase or by aggregating the amounts of more than one purchase in the following ways:

Rights of Accumulation

•

You may combine the value, at the current public offering price, of Class A, Class D, Class I, and Class IS Shares of the Fund

already owned with a new purchase of Class A or Class D Shares of the Fund to reduce the sales load on the new purchase. The

sales load for the new Class A and Class D Shares will be figured at the rate in the table above that applies to the combined

value of your current and new investment.

•

To obtain any of the breakpoint discounts described above, you must notify your Financial Intermediary at the time you purchase

Class A or Class D Shares of each eligible account you or a member of your immediate family maintains. If you do not let

your Financial Intermediary know of all of the holdings or planned purchases that make you eligible for a reduction, you may not

receive a discount to which you are otherwise entitled. It is solely your Financial Intermediary’s responsibility to ensure that you

receive discounts for which you are eligible, and the Fund and Distributor are not responsible for your Financial Intermediary’s

failure to apply the eligible discount to your purchase and account. You may be asked by the Fund or your Financial Intermediary

for account statements and other records to verify your discount eligibility, including, where applicable, records for

accounts opened with a different Financial Intermediary and records of accounts established by members of your immediate

family.

Letter of Intent

•

You may reduce the sales load you pay on the purchase of Class A or Class D Shares by making investments pursuant to a Letter

of Intent (an “LOI”). Under an LOI, you may purchase additional Class A or Class D Shares of the Fund over a 13-month

period and pay the same sales load as if you had purchased all the Class A or Class D Shares at once. Your individual purchases

will be made at the applicable sales load based on the amount you intend to invest over a 13-month period. In addition, the market

value of any current holdings in the Fund (as described and calculated under

“ — Rights of Accumulation”

above) are eligible

to be aggregated as of the start of the 13-month period and will be credited toward satisfying the LOI, but the reduced LOI

sales load rate will only apply to purchases made on or after the commencement date of the LOI. The 13-month LOI period

commences with your first purchase of Class A or Class D Shares at the reduced LOI sales load rate, and this first purchase also

acknowledges acceptance of the terms of the LOI. The initial investment must meet the minimum initial purchase requirements

for Class A or Class D Shares. Purchases resulting from the reinvestment of distributions do not apply towards the fulfillment of

the LOI.

•

In all instances, it is the investor’s responsibility to notify their Financial Intermediary of any current holdings in the Fund that

should be counted towards the sales load reduction (and provide account statements and other records, as needed, for verification

purposes) and any subsequent purchases that should be counted towards fulfillment of the LOI.

Tax Aspects

The following is a general summary of certain material U.S. federal income tax considerations applicable to the Fund and an investment

in the Fund. The discussion below provides general tax information related to an investment in the Fund, but does not purport to

be a complete description of the U.S. federal income tax consequences of an investment in the Fund and does not address any state,

local, non-U.S. or other tax consequences. It is based on the Code and U.S. Treasury regulations thereunder and administrative pronouncements,

all as of the date hereof, any of which is subject to change, possibly with retroactive effect. In addition, it does not

describe all of the tax consequences that may be relevant in light of a Shareholder’s particular circumstances, including (but not limited

to) alternative minimum tax consequences and tax consequences applicable to Shareholders subject to special tax rules, such as

certain financial institutions; dealers or traders in securities who use a mark-to-market method of tax accounting; persons holding

Shares as part of a hedging transaction, wash sale, conversion transaction or integrated transaction or persons entering into a constructive

sale with respect to Shares; entities classified as partnerships or other pass-through entities for U.S. federal income tax purposes;

insurance companies; U.S. Shareholders (as defined below) whose functional currency is not the U.S. dollar; or tax-exempt

entities, including “individual retirement accounts” or “Roth IRAs.” Unless otherwise noted, the following discussion applies only to a

Shareholder that holds Shares as a capital asset and is a U.S. Shareholder. A “U.S. Shareholder” generally is a beneficial owner of

Shares who is for U.S. federal income tax purposes:

•

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

•

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

thereof or the District of Columbia;

•

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

•

a trust if it (a) is subject to the primary supervision of a court within the United States and one or more U.S. persons have the

authority to control all substantial decisions of the trust or (b) has a valid election in effect under applicable U.S. Treasury regulations

to be treated as a U.S. person.

If a partnership (including an entity treated as a partnership for U.S. federal income tax purposes) holds Shares, the tax treatment of a

partner in the partnership will generally depend upon the status of the partner and the activities of the partnership. A prospective

Shareholder that is a partner in a partnership holding Shares should consult the Shareholder’s personal advisors with respect to the

purchase, ownership and disposition of Shares.

The discussion set forth herein does not constitute tax advice. Tax laws are complex and often change, and Shareholders should consult

their tax advisors about the U.S. federal, state, local or non-U.S. tax consequences of an investment in the Fund.

Taxation of the Fund

The Fund

has elected to

be treated for U.S. federal income tax purposes, and intends to qualify annually, as a RIC under Subchapter M

of the Code. As a RIC, the Fund generally will not be subject to corporate-level U.S. federal income taxes on any ordinary income or

capital gains that it distributes as dividends to Shareholders. To

maintain its qualification

as a RIC in any tax year, the Fund must,

among other things, satisfy both a source of income test and asset diversification tests. The Fund will

continue to

qualify as a RIC if (i)

at least 90% of the Fund’s gross income for such tax year consists of dividends; interest; payments with respect to certain securities

loans; gains from the sale or other disposition of Shares, securities or foreign currencies; other income (including, but not limited to,

gains from options, futures or forward contracts) derived with respect to its business of investing in such Shares, securities or currencies;

and net income derived from interests in “qualified publicly-traded partnerships” (such income, “Qualifying RIC Income”);

and (ii) the Fund’s holdings are diversified so that, at the end of each quarter of such tax year, (a) at least 50% of the value of the

Fund’s total assets is represented by cash and cash equivalents, securities of other RICs, U.S. government securities and other securities,

with such other securities limited, in respect of any one issuer, to an amount not greater than 5% of the value of the Fund’s total

assets and not greater than 10% of the outstanding voting securities of such issuer and (b) not more than 25% of the value of the

Fund’s total assets is invested (x) in securities (other than U.S. government securities or securities of other RICs) of any one issuer or

of two or more issuers that the Fund controls and that are engaged in the same, similar or related trades or businesses or (y) in the

securities of one or more “qualified publicly-traded partnerships.” The Fund’s share of income derived from a partnership other than a

“qualified publicly-traded partnership” will be treated as Qualifying RIC Income only to the extent that such income would have constituted

Qualifying RIC Income if derived directly by the Fund. A “qualified publicly-traded partnership” is generally defined as an entity

that is treated as a partnership for U.S. federal income tax purposes if (1) interests in such entity are traded on an established securities

market or are readily tradable on a secondary market or the substantial equivalent thereof and (2) less than 90% of its gross

income for the relevant tax year consists of Qualifying RIC Income. The Code provides that the Treasury Department may by regulation

exclude from Qualifying RIC Income foreign currency gains that are not directly related to the RIC’s principal business of investing

in shares or securities (or options and futures with respect to shares or securities). The Fund anticipates that, in general, its foreign

currency gains will be directly related to its principal business of investing in shares and securities.

In addition, to maintain RIC tax treatment, the Fund must distribute on a timely basis with respect to each tax year dividends of an

amount at least equal to 90% of the sum of its “investment company taxable income” and its net tax-exempt interest income, determined

without regard to any deduction for dividends paid, to Shareholders (the “90% distribution requirement”). If the Fund qualifies

as a RIC and satisfies the 90% distribution requirement, the Fund generally will not be subject to U.S. federal income tax on its

“investment company taxable income” and net capital gains (that is, the excess of net long-term capital gains over net short-term

capital losses) that it distributes as dividends to Shareholders (including amounts that are reinvested pursuant to the DRP). In general,

a RIC’s “investment company taxable income” for any tax year is its taxable income, determined without regard to net capital

gains and with certain other adjustments. The Fund

distributes

all or substantially all of its “investment company taxable income,” net

tax-exempt interest income (if any) and net capital gains on an annual basis. Any taxable income, including any net capital gains that

the Fund does not distribute in a timely manner, will be subject to U.S. federal income tax at regular corporate rates.

If the Fund retains any net capital gains for reinvestment, it may elect to treat such capital gains as having been distributed to Shareholders.

If the Fund makes such an election, each Shareholder will be required to report its share of such undistributed net capital

gains attributed to the Fund as long-term capital gain and will be entitled to claim its share of the U.S. federal income taxes paid by the

Fund on such undistributed net capital gains as a credit against its own U.S. federal income tax liability, if any, and to claim a refund

on a properly-filed U.S. federal income tax return to the extent that the credit exceeds such liability. In addition, each Shareholder will

be entitled to increase the adjusted tax basis of its Shares by the difference between its share of such undistributed net capital gain

and the related credit. There can be no assurance that the Fund will make this election if it retains all or a portion of its net capital gain

for a tax year.

As a RIC, the Fund will be subject to a nondeductible 4% federal excise tax on certain undistributed amounts for each calendar year

(the “4% excise tax”). To avoid the 4% excise tax, the Fund must distribute in respect of each calendar year dividends of an amount at

least equal to the sum of (1) 98% of its ordinary taxable income (taking into account certain deferrals and elections) for the calendar

year, (2) 98.2% of its capital gain net income (adjusted for certain ordinary losses) generally for the one-year period ending on October

31 of the calendar year and (3) any ordinary income and capital gains for previous calendar years that were not distributed during

those calendar years. For purposes of determining whether the Fund has met this distribution requirement, the Fund will be deemed

to have distributed any income or gains previously subject to U.S. federal income tax. Furthermore, any distribution declared by the

Fund in October, November or December of any calendar year, payable to Shareholders, of record on a specified date in such a month

and actually paid during January of the following calendar year, will be treated for tax purposes as if it had been paid on December 31

of the calendar year in which the distribution was declared. The Fund generally intends to avoid the imposition of the 4% excise tax,

but there can be no assurance in this regard.

If the Fund fails to qualify as a RIC or fails to satisfy the 90% distribution requirement in respect of any tax year, the Fund would be

subject to U.S. federal income tax at regular corporate rates on its taxable income, including its net capital gains, even if such income

were distributed, and all distributions out of earnings and profits would be taxed as ordinary dividend income. Such distributions generally

would be eligible for the dividends-received deduction in the case of certain corporate Shareholders and may be eligible to be

qualified dividend income in the case of certain non-corporate Shareholders. In addition, the Fund could be required to recognize

unrealized gains, pay taxes and make distributions (any of which could be subject to interest charges) before re-qualifying for taxation

as a RIC. If the Fund fails to satisfy either the income test or asset diversification test described above, in certain cases, however, the

Fund may be able to avoid losing its status as a RIC by timely providing notice of such failure to the IRS, curing such failure and possibly

paying an additional tax or penalty.

Some of the investments that the Fund is expected to make, such as investments in debt instruments having market discount and/or

treated as issued with original issue discount (“OID”), may cause the Fund to recognize income or gain for U.S. federal income tax

purposes prior to the receipt of any corresponding cash or other property. As a result, the Fund may have difficulty meeting the 90%

distribution requirement necessary to maintain RIC tax treatment. Because this income will be included in the Fund’s investment company

taxable income for the tax year it is accrued, the Fund may be required to make a distribution to Shareholders to meet the distribution

requirements described above, even though the Fund will not have received any corresponding cash or property. The Fund may be required to borrow money, dispose of other securities or forgo new investment opportunities for this purpose.

There may be uncertainty as to the appropriate treatment of certain of the Fund’s investments for U.S. federal income tax purposes. In

particular, the Fund expects to invest a portion of its net assets in below investment grade instruments. U.S. federal income tax rules

with respect to such instruments are not entirely clear about issues such as whether and to what extent the Fund should recognize

interest, OID or market discount, when and to what extent deductions may be taken for bad debts or worthless instruments, how payments

received on obligations in default should be allocated between principal and income and whether exchanges of debt obligations

in a bankruptcy or workout context are taxable. These and other issues will be addressed by the Fund, to the extent necessary, in connection

with the Fund’s general intention to distribute sufficient income to qualify for and maintain its treatment as a RIC for U.S. federal

income tax purposes, and to minimize the risk that it becomes subject to U.S. federal income or excise tax.

Income received by the Fund from sources outside the United States may be subject to withholding and other taxes imposed by such countries, thereby reducing income available to the Fund. Tax conventions between certain countries and the United States may

reduce or eliminate such taxes. The Fund generally intends to conduct its investment activities to minimize the impact of foreign taxation,

but there is no guarantee that the Fund will be successful in this regard. If more than 50% of the value of the Fund’s total assets

at the close of its tax year consists of securities of foreign corporations, the Fund will be eligible to elect to “pass-through” to the Fund

the foreign source amount of income deemed earned and the respective amount of foreign taxes paid by the Fund. If at least 50% of

the value of the Fund’s total assets at the close of each quarter of its tax year is represented by interests in other RICs, the Fund may

elect to “pass-through” to Shareholders the foreign source amount of income deemed earned and the respective amount of foreign

taxes paid or deemed paid by the Fund. If the Fund so elects, each Shareholder would be required to include in gross income, even

though not actually received, each Shareholder’s pro rata share of the foreign taxes paid or deemed paid by the Fund, but would be

treated as having paid its pro rata share of such foreign taxes and would therefore be allowed to either deduct such amount in computing

taxable income or use such amount (subject to various limitations) as a foreign tax credit against federal income tax (but not

both).

The Fund may invest in shares of foreign companies that are classified under the Code as passive foreign investment companies

(“PFICs”). In general, a foreign company is considered a PFIC if at least 50% of its assets constitute investment-type assets or 75%

or more of its gross income is investment-type income. In general under the PFIC rules, an “excess distribution” received with respect

to PFIC shares is treated as having been realized ratably over the period during which the Fund held the PFIC shares. The Fund generally

will be subject to tax on the portion, if any, of the excess distribution that is allocated to the Fund’s holding period in prior tax

years (and an interest factor will be added to the tax, as if the tax had actually been payable in such prior tax years) even though the

Fund distributes the corresponding income to Shareholders. Excess distributions include any gain from the sale of PFIC shares as

well as certain distributions from a PFIC. All excess distributions are taxable as ordinary income.

The Fund may be eligible to elect alternative tax treatment with respect to PFIC shares. Under one such election (i.e., a “QEF” election),

the Fund generally would be required to include in its gross income its share of the earnings of a PFIC on a current basis,

regardless of whether any distributions are received from the PFIC. If this election is made, the special rules, discussed above, relating

to the taxation of excess distributions, would not apply. Alternatively, the Fund may be able to elect to mark its PFIC shares to market,

resulting in any unrealized gains at the Fund’s tax year end being treated as though they were recognized and reported as ordinary

income. Any mark-to-market losses and any loss from an actual disposition of the PFIC’s shares would be deductible as ordinary

losses to the extent of any net mark-to-market gains included in income in prior tax years with respect to shares in the same PFIC.

Because the application of the PFIC rules may affect, among other things, the character of gains, the amount of gain or loss and the

timing of the recognition of income, gain or loss with respect to PFIC shares, as well as subject the Fund itself to tax on certain

income from PFIC shares, the amount that must be distributed to Fund Shareholders, and which will be recognized by Fund Shareholders

as ordinary income or long-term capital gain, may be increased or decreased substantially as compared to a fund that did not

invest in PFIC shares. Note that distributions from a PFIC are not eligible for the reduced rate of tax on distributions of “qualified dividend

income” as discussed below.

Some of the CLOs in which the Fund may invest may be PFICs, which are generally subject to the tax consequences described above.

Investment in certain equity interests of CLOs that are subject to treatment as PFICs for U.S. federal income tax purposes may cause

the Fund to recognize income in a tax year in excess of the Fund’s distributions from such CLOs, PFICs and the Fund’s proceeds from

sales or other dispositions of equity interests in other CLOs and other PFICs during that tax year. As a result, the Fund generally would

be required to distribute such income to satisfy the distribution requirements applicable to RICs.

If the Fund holds more than 10% of the interests treated as equity for U.S. federal income tax purposes in a foreign corporation that is

treated as a controlled foreign corporation (“CFC”), including equity tranche investments and certain debt tranche investments in a

CLO treated as a CFC, the Fund may be treated as receiving a deemed distribution (taxable as ordinary income) each tax year from

such foreign corporation of an amount equal to the Fund’s pro rata share of the foreign corporation’s earnings for such tax year

(including both ordinary earnings and capital gains), whether or not the corporation makes an actual distribution to the Fund during

such tax year. This deemed distribution is required to be included in the income of certain U.S. shareholders of a CFC, such as the

Fund, regardless of whether a U.S. shareholder has made a QEF election with respect to such CFC. The Fund is generally required to

distribute such income in order to satisfy the distribution requirements applicable to RICs, even to the extent the Fund’s income from

a CFC exceeds the distributions from the CFC and the Fund’s proceeds from the sales or other dispositions of CFC stock during that

tax year. In general, a foreign corporation will be treated as a CFC for U.S. federal income tax purposes if more than 50% of the shares

of the foreign corporation, measured by reference to combined voting power or value, is owned (directly, indirectly or by attribution)

by U.S. Shareholders. A “U.S. Shareholder,” for this purpose, is any U.S. person that possesses (actually or constructively) 10% or

more of the combined voting power or value of all classes of shares of a corporation.

The functional currency of the Fund, for U.S. federal income tax purposes, is the U.S. dollar. Gains or losses attributable to fluctuations

in foreign currency exchange rates that occur between the time a Fund accrues interest income or other receivables or accrues

expenses or other liabilities denominated in a foreign currency and the time the Fund actually collects such receivables or pays such

liabilities generally are respectively characterized as ordinary income or ordinary loss for U.S. federal income tax purposes. Similarly,

on the sale of other disposition of certain investments, including debt securities, certain forward contracts, as well as other derivative

financial instruments, denominated in a foreign currency, gains or losses attributable to fluctuations in the value of foreign currency

between the date of acquisition of the security or contract and the date of disposition also are generally treated as ordinary gain or

loss. These gains and losses, referred to under the Code as “section 988” gains and losses, may increase or decrease the amount of

the Fund’s investment company taxable income subject to distribution to Fund Shareholders as ordinary income. For example, fluctuations

in exchange rates may increase the amount of income that the Fund must distribute to qualify for tax treatment as a RIC and

to prevent application of an excise tax on undistributed income. Alternatively, fluctuations in exchange rates may decrease or eliminate

income available for distribution. If section 988 losses exceed other investment company taxable income during a tax year, the Fund

would not be able to distribute amounts considered dividends for U.S. federal income tax purposes, and any distributions during a tax

year made by the Fund before such losses were recognized would be re-characterized as a return of capital to Fund Shareholders for

U.S. federal income tax purposes, rather than as ordinary dividend income, and would reduce each Fund Shareholder’s tax basis in

Fund Shares.

If the Fund utilizes leverage through the issuance of preferred shares or borrowings, it will be prohibited from declaring a distribution

or dividend if it would fail the applicable asset coverage test(s) under the 1940 Act after the payment of such distribution or dividend.

In addition, certain covenants in credit facilities or indentures may impose greater restrictions on the Fund’s ability to declare and pay

dividends on Fund Shares. Limits on the Fund’s ability to pay dividends on Fund Shares may prevent the Fund from meeting the distribution

requirements described above and, as a result, may affect the Fund’s ability to be subject to tax as a RIC or subject the Fund to

the 4% excise tax. The Fund endeavors to avoid restrictions on its ability to make distribution payments. If the Fund is precluded from

making distributions on Fund Shares because of any applicable asset coverage requirements, the terms of preferred Shares (if any)

may provide that any amounts so precluded from being distributed, but required to be distributed by the Fund to enable the Fund to

satisfy the distribution requirements that would enable the Fund to be subject to tax as a RIC, will be paid to the holders of preferred

Shares as a special distribution. This distribution can be expected to decrease the amount that holders of preferred Shares would be

entitled to receive upon redemption or liquidation of such preferred shares.

Certain of the Fund’s investments are expected to be subject to special U.S. federal income tax provisions that may, among other

things, (1) disallow, suspend or otherwise limit the allowance of certain losses or deductions, (2) convert lower-taxed long-term capital

gains into higher-taxed short-term capital gains or ordinary income, (3) convert an ordinary loss or a deduction into a capital loss,

the deductibility of which is more limited, (4) adversely affect when a purchase or sale of Shares or securities is deemed to occur, (5)

adversely alter the intended characterization of certain complex financial transactions, (6) cause the Fund to recognize income or gain

without a corresponding receipt of cash, (7) treat dividends that would otherwise constitute qualified dividend income as non-qualified

dividend income, (8) treat dividends that would otherwise be eligible for the corporate dividends received deduction as ineligible

for such treatment and (9) produce income that will not constitute Qualifying RIC Income. The application of these rules could

cause the Fund to be subject to U.S. federal income tax or the 4% excise tax and, under certain circumstances, could affect the Fund’s

status as a RIC. The Fund monitors its investments and may make certain tax elections to mitigate the effect of these provisions.

The remainder of this discussion assumes that the Fund has qualified for and maintained its treatment as a RIC for U.S. federal

income tax purposes and has satisfied the distribution requirements described above.

Taxation of U.S. Shareholders

Distributions

Distributions of the Fund’s ordinary income and net short-term capital gains will, except as described below with respect to distributions

of “qualified dividend income,” generally be taxable to Shareholders as ordinary income to the extent such distributions are paid

out of the Fund’s current or accumulated earnings and profits, as determined for U.S. federal income tax purposes. Distributions (or

deemed distributions, as described above), if any, of net capital gains will be taxable as long-term capital gains, regardless of the

length of time a Shareholder has owned Shares. The ultimate tax characterization of the Fund’s distributions made in a tax year cannot

be determined until after the end of the tax year. As a result, the Fund may make total distributions during a tax year in an amount that

exceeds the current and accumulated earnings and profits of the Fund. A distribution of an amount in excess of the Fund’s current and

accumulated earnings and profits will be treated by a Shareholder as a return of capital that will be applied against and reduce the

Shareholder’s tax basis in its Shares. To the extent that the amount of any such distribution exceeds the Shareholder’s tax basis in its

Shares, the excess will be treated as gain from a sale or exchange of Shares. Distributions will be treated in the manner described

above regardless of whether such distributions are paid in cash or invested in additional Shares. Generally, for U.S. federal income tax

purposes, a Shareholder receiving Shares under the DRP will be treated as having received a distribution equal to the fair market

value of such Shares on the date the Shares are credited to the Shareholder’s account.

A return of capital to Shareholders is a return of a portion of their original investment in the Fund, thereby reducing the tax basis of

their investment. As a result of such reduction in tax basis, Shareholders may be subject to tax in connection with the sale of Fund

Shares, even if such Shares are sold at a loss relative to the Shareholder’s original investment.

It is expected that a substantial portion of the Fund’s income will consist of ordinary income. For example, interest and OID derived by

the Fund will be characterized as ordinary income for U.S. federal income tax purposes. In addition, gain derived by the Fund from the

disposition of debt instruments with “market discount” (generally, securities with a fixed maturity date of more than one year from the

date of issuance acquired by the Fund at a price below the lesser of their stated redemption price at maturity or accreted value, in the

case of securities with OID) will be characterized as ordinary income for U.S. federal income tax purposes to the extent of the market

discount that has accrued, as determined for U.S. federal income tax purposes, at the time of such disposition, unless the Fund

makes an election to accrue market discount on a current basis. In addition, certain of the Fund’s investments will be subject to other

special U.S. federal income tax provisions that may affect the character, increase the amount and/or accelerate the timing of distributions

to Shareholders.

Distributions made by the Fund to a corporate Shareholder will qualify for the dividends-received deduction only to the extent that the

distributions consist of qualifying dividends received by the Fund. In addition, any portion of the Fund’s dividends otherwise qualifying

for the dividends-received deduction will be disallowed or reduced if the corporate Shareholder fails to satisfy certain requirements,

including a holding period requirement, with respect to its Shares. Distributions of “qualified dividend income” to an individual or

other non-corporate Shareholder will be treated as “qualified dividend income” to such Shareholder and generally will be taxed at

long-term capital gain rates, provided the Shareholder satisfies the applicable holding period and other requirements. “Qualified dividend

income” generally includes dividends from domestic corporations and dividends from foreign corporations that meet certain

specified criteria. Given the Fund’s investment strategy, it is not expected that a significant portion of the distributions made by the

Fund will be eligible for the dividends-received deduction or the reduced rates applicable to “qualified dividend income.”

Certain distributions reported by the Fund as Section 163(j) interest dividends may be treated as interest income by Shareholders for

purposes of the tax rules applicable to interest expense limitations under Section 163(j) of the Code. Such treatment by Shareholders

is generally subject to holding period requirements and other potential limitations, although the holding period requirements are generally

not applicable to dividends declared by money market funds and certain other funds that declare dividends daily and pay such

dividends on a monthly or more frequent basis. The amount that the Fund is eligible to report as a Section 163(j) dividend for a tax

year is generally limited to the excess of the Fund’s business interest income over the sum of the Fund’s (i) business interest expense

and (ii) other deductions properly allocable to the Fund’s business interest income.

If a person acquires Shares shortly before the record date of a distribution, the price of the Shares may include the value of the distribution,

and the person will be subject to tax on the distribution even though economically it may represent a return of the person’s

investment in such Shares.

Distributions paid by the Fund generally will be treated as received by a Shareholder at the time the distribution is made. However, the

Fund may, under certain circumstances, elect to treat a distribution that is paid during the following tax year as if it had been paid during

the tax year in which the income or gains supporting the distribution was earned. If the Fund makes such an election, the Shareholder

will still be treated as receiving the distribution in the tax year in which the distribution is received. In this instance, however,

any distribution declared by the Fund in October, November, or December of any calendar year, payable to Shareholders of record on a

specified date in such a month and actually paid during January of the following calendar year, will be treated for tax purposes as if it

had been received by Shareholders on December 31 of the calendar year in which the distribution was declared.

The IRS currently requires that a RIC that has two or more classes of stock allocate to each such class proportionate amounts of each

type of its income (such as ordinary income and capital gains) based upon the percentage of total dividends paid to each class for the

tax year. Accordingly, if the Fund issues preferred Shares, the Fund intends each year to allocate capital gain dividends, if any, between

its common Shares and preferred Shares in proportion to the total dividends paid to each class with respect to such tax year.

Shareholders will be notified annually, as promptly as practicable after the end of each calendar year, as to the U.S. federal tax status

of distributions, and Shareholders receiving distributions in the form of additional Shares will receive a report as to the NAV of those

Shares. In addition, the federal tax status of each year’s distributions generally will be reported to the IRS, including the amount of

distributions, if any, eligible for the preferential maximum rate generally applicable to long-term capital gains.

Distributions may also be subject to additional state, local and foreign taxes depending on a U.S. Shareholder’s particular situation.

Sale or Exchange of Shares

The repurchase or transfer of Shares may result in a taxable gain or loss to the tendering Shareholder. Different tax consequences

may apply for tendering and non-tendering Shareholders in connection with a repurchase offer. For example, if a Shareholder does

not tender all of his or her Shares, such repurchase may not be treated as a sale or exchange for U.S. federal income tax purposes,

and may result in deemed distributions to non-tendering Shareholders. On the other hand, Shareholders holding Shares as capital

assets who tender all of their Shares (including Shares deemed owned by Shareholders under constructive ownership rules) will be

treated as having sold their Shares and generally will recognize capital gain or loss. The amount of the gain or loss will be equal to the

difference between the amount received for the Shares and the Shareholder’s adjusted tax basis in the relevant Shares. Such gain or

loss generally will be a long-term capital gain or loss if the Shareholder has held such Shares as capital assets for more than one year.

Otherwise, the gain or loss will be treated as short-term capital gain or loss.

Losses realized by a Shareholder on the sale or exchange of Shares held as capital assets for six months or less will be treated as

long-term capital losses to the extent of any distribution of long-term capital gains received (or deemed received, as discussed above)

with respect to such Shares. In addition, no loss will be allowed on a sale or other disposition of Shares if the Shareholder acquires

(including through reinvestment of distributions or otherwise) Shares, or enters into a contract or option to acquire Shares, within 30

days before or after any disposition of such Shares at a loss. In such a case, the basis of the Shares acquired will be adjusted to

reflect the disallowed loss. Under current law, net capital gains recognized by non-corporate Shareholders are generally subject to

U.S. federal income tax at lower rates than the rates applicable to ordinary income.

Non-corporate Shareholders currently are generally subject to a maximum federal income tax rate of either 15% or 20% (depending

on whether the Shareholder’s income exceeds certain threshold amounts) on their net capital gain (i.e., the excess of realized net

long-term capital gains over realized net short-term capital losses), including any long-term capital gain derived from an investment in

Shares. Such rate is lower than the maximum rate on ordinary income currently payable by individuals. Corporate U.S. Shareholders

currently are subject to U.S. federal income tax on net capital gain at the maximum 21% rate also applied to ordinary income. Non-corporate

Shareholders with net capital losses for a tax year (i.e., capital losses in excess of capital gains) generally may deduct up to

$3,000 of such losses against their ordinary income each tax year. Any net capital losses of a non-corporate Shareholder in excess of

$3,000 generally may be carried forward and used in subsequent tax years as provided in the Code. Corporate Shareholders generally

may not deduct any net capital losses for a tax year, but may carry back such losses for three tax years or carry forward such losses

for five tax years.

Reporting of adjusted cost basis information is required for covered securities, which generally include shares of a RIC acquired after

January 1, 2012, to the IRS and to taxpayers. Shareholders should contact their Financial Intermediaries with respect to reporting of

cost basis and available elections for their accounts.

Medicare Tax

An additional 3.8% Medicare tax is imposed on certain net investment income (including ordinary dividends and capital gain distributions

received from the Fund and net gains from redemptions or other taxable dispositions of Shares) of U.S. individuals, estates and

trusts to the extent that such person’s “modified adjusted gross income” (in the case of an individual) or “adjusted gross income” (in

the case of an estate or trust) exceeds certain threshold amounts. U.S. persons that are individuals, estates or trusts are urged to consult

their tax advisors regarding the applicability of this tax to their income and gains in respect of their investment in the Fund.

Tax Shelter Reporting Regulations

Under U.S. Treasury regulations, if a Shareholder recognizes losses with respect to Shares of $2 million or more for an individual

Shareholder or $10 million or more for a corporate Shareholder, the Shareholder must file with the IRS a disclosure statement on IRS

Form 8886. Direct Shareholders of portfolio securities are in many cases excepted from this reporting requirement, but under current

guidance, shareholders of a RIC are not excepted. Future guidance may extend the current exception from this reporting requirement

to shareholders of most or all RICs. The fact that a loss is reportable under these regulations does not affect the legal determination of

whether the taxpayer’s treatment of the loss is proper. Shareholders should consult their tax advisors to determine the applicability of

these regulations in light of their individual circumstances.

Backup Withholding and Information Reporting

Information returns will be filed with the IRS in connection with payments on Shares and the proceeds from a sale or other disposition

of Shares. A Shareholder will be subject to backup withholding on all such payments if it fails to provide the payor with its correct

taxpayer identification number (generally, in the case of a U.S. resident Shareholder, on an IRS Form W-9) and to make required certifications

or otherwise establish an exemption from backup withholding. Corporate Shareholders and certain other Shareholders generally

are exempt from backup withholding. Backup withholding is not an additional tax. Any amounts withheld as backup withholding

may be credited against the applicable Shareholder’s U.S. federal income tax liability, provided the required information is timely furnished

to the IRS.

Taxation of Tax-Exempt Shareholders

A Shareholder that is a tax-exempt organization for U.S. federal income tax purposes and therefore generally exempt from U.S. federal

income taxation may nevertheless be subject to taxation to the extent that it is considered to derive unrelated business taxable income

(“UBTI”). The direct conduct by a tax-exempt Shareholder of the activities that the Fund proposes to conduct could give rise to UBTI.

However, a RIC is a corporation for U.S. federal income tax purposes and its business activities generally will not be attributed to its

shareholders for purposes of determining their treatment under current law. Therefore, a tax-exempt Shareholder should not be subject

to U.S. federal income taxation solely as a result of such Shareholder’s direct or indirect ownership of the Shares and receipt of

distributions with respect to such equity (regardless of whether we incur indebtedness). Moreover, under current law, if the Fund

incurs indebtedness, such indebtedness will not be attributed to a tax-exempt Shareholder. Therefore, a tax-exempt Shareholder

should not be treated as earning income from “debt-financed property” and distributions paid by the Fund should not be treated as

“unrelated debt-financed income” solely as a result of indebtedness that it incurs. Certain tax-exempt private universities are subject

to an additional 1.4% excise tax on their “net investment income,” including income from interest, dividends, and capital gains. Proposals

periodically are made to change the treatment of “blocker” investment vehicles interposed between tax-exempt investors and

non-qualifying investments. In the event that any such proposals were to be adopted and applied to RICs, the treatment of dividends

payable to tax-exempt investors could be adversely affected. In addition, special rules would apply if the Fund were to invest in certain

real estate mortgage investment conduits or taxable mortgage pools, which the Fund does not currently plan to do, that could result in

a tax-exempt Shareholder recognizing income that would be treated as UBTI.

Taxation of Non-U.S. Shareholders

Whether an investment in the Fund is appropriate for a non-U.S. Shareholder (as defined below) will depend upon that investor’s particular

circumstances. An investment in the Fund by a non-U.S. Shareholder may have adverse tax consequences. Non-U.S. Shareholders

should consult their tax advisors before investing in Shares.

The U.S. federal income taxation of a Shareholder that is a nonresident alien individual, a foreign trust or estate or a foreign corporation,

as defined for U.S. federal income tax purposes (a “non-U.S. Shareholder”), depends on whether the income that the Shareholder

derives from the Fund is “effectively connected” with a U.S. trade or business carried on by the Shareholder.

If the income that a non-U.S. Shareholder derives from the Fund is not “effectively connected” with a U.S. trade or business carried

on by such non-U.S. Shareholder, distributions of “investment company taxable income” will generally be subject to a U.S. federal

withholding tax at the then-current rate (or a lower rate provided under an applicable treaty). Alternatively, if the income that a non-U.S.

Shareholder derives from the Fund is effectively connected with a U.S. trade or business of the non-U.S. Shareholder, the Fund

will not be required to withhold U.S. federal tax if the non-U.S. Shareholder complies with applicable certification and disclosure

requirements, although such income will be subject to U.S. federal income tax in the manner described below and at the rates applicable

to U.S. residents. Backup withholding will not, however, be applied to payments that have been subject to the respective rate of

withholding tax applicable to non-U.S. Shareholders.

A non-U.S. Shareholder whose income from the Fund is not “effectively connected” with a U.S. trade or business will generally be

exempt from U.S. federal income tax on capital gains distributions, any amounts retained by the Fund that are designated as undistributed

capital gains and any gains realized upon the sale or exchange of Shares. If, however, such a non-U.S. Shareholder is a nonresident

alien individual and is physically present in the United States for 183 days or more during the tax year and meets certain

other requirements such capital gains distributions, undistributed capital gains and gains from the sale or exchange of Shares will be

subject to the applicable U.S. tax rate.

Furthermore, properly reported distributions by the Fund and received by non-U.S. Shareholders are generally exempt from U.S. federal

withholding tax when they (a) are paid by the Fund in respect of the Fund’s “qualified net interest income” (i.e., the Fund’s U.S.

source interest income, subject to certain exceptions, reduced by expenses that are allocable to such income), or (b) are paid by the

Fund in connection with the Fund’s “qualified short-term capital gains” (generally, the excess of the Fund’s net short-term capital

gains over the Fund’s long-term capital losses for such tax year). However, depending on the circumstances, the Fund may report all,

some or none of the Fund’s potentially eligible distributions as derived from such qualified net interest income or from such qualified

short-term capital gains, and a portion of such distributions (e.g., derived from interest from non-U.S. sources or any foreign currency

gains) would be ineligible for this potential exemption from withholding. Moreover, in the case of Shares held through an intermediary,

the intermediary may have withheld amounts even if the Fund reported all or a portion of a distribution as exempt from U.S.

federal withholding tax. To qualify for this exemption from withholding, a non-U.S. Shareholder must comply with applicable certification

requirements relating to its non-U.S. tax residency status (including, in general, furnishing an IRS Form W-8BEN, IRS Form

W-8BEN-E, IRS Form W-8ECI, IRS Form W-8IMY or IRS Form W-8EXP, or an acceptable substitute or successor form). Thus, an

investment in the Shares by a non-U.S. Shareholder may have adverse tax consequences as compared to a direct investment in the

assets in which the Fund will invest.

If the income from the Fund is “effectively connected” with a U.S. trade or business carried on by a non-U.S. Shareholder, any distributions

of “investment company taxable income,” capital gains distributions, amounts retained by the Fund that are designated as

undistributed capital gains and any gains realized upon the sale or exchange of Shares will be subject to U.S. income tax, on a net

income basis, in the same manner, and at the graduated rates applicable to, U.S. persons. If such a non-U.S. Shareholder is a corporation,

it may also be subject to the U.S. branch profits tax.

A non-U.S. Shareholder other than a corporation may be subject to backup withholding on net capital gains distributions that are otherwise

exempt from withholding tax or on distributions that would otherwise be taxable at a reduced treaty rate if such Shareholder does not certify its non-U.S. status under penalties of perjury or otherwise establish an exemption.

If the Fund distributes net capital gains in the form of deemed rather than actual distributions, a non-U.S. Shareholder will be entitled

to a U.S. federal income tax credit or tax refund equal to the Shareholder’s allocable share of the tax the Fund pays on the capital gains

deemed to have been distributed. To obtain the refund, the non-U.S. Shareholder must obtain a U.S. taxpayer identification number

and file a federal income tax return even if the non-U.S. Shareholder would not otherwise be required to obtain a U.S. taxpayer identification

number or file a federal income tax return.

Under the Foreign Account Tax Compliance Act provisions of the Code, the Fund is required to withhold U.S. tax (at the applicable rate) on payments of taxable dividends made to certain non-U.S. entities that fail to comply (or be deemed compliant) with extensive

reporting and withholding requirements in the Code designed to inform the U.S. Department of the Treasury of U.S.-owned foreign

investment accounts. Shareholders may be requested to provide additional information to the Fund to enable the Fund to determine

whether withholding is required.

The tax consequences to a non-U.S. Shareholder entitled to claim the benefits of an applicable tax treaty may differ from those

described herein. Non-U.S. Shareholders are advised to consult their tax advisors with respect to the particular tax consequences to

them of an investment in the Fund, including the potential application of the U.S. estate tax.

Genuine Diversity of Ownership for United Kingdom Tax Purposes

The Fund is targeted at persons seeking a long-term investment and who are looking to generate current income and, to a lesser

extent, capital appreciation (the

“

Intended Categories of Investor

”

). Common Shares in the Fund will be widely available. Common

Shares in the Fund will be marketed and made available sufficiently widely to reach the Intended Categories of Investor and in a manner

appropriate to attract those categories of investors. The Fund (or a placement agent appointed by it) will market and make available

Common Shares in the Fund to the Intended Categories of Investor, subject to applicable securities law restrictions. The foregoing

disclosure is provided in the context of the genuine diversity of ownership condition set out in regulation 75 of the United

Kingdom Offshore Funds (Tax) Regulations and does not address any other United Kingdom tax matters or any other tax matters.

Other Taxes

Shareholders may be subject to state, local and non-U.S. taxes applicable to their investment in the Fund. In those states or localities,

entity-level tax treatment and the treatment of distributions made to Shareholders under those jurisdictions’ tax laws may differ from

the treatment under the Code. Accordingly, an investment in Shares may have tax consequences for Shareholders that are different

from those of a direct investment in the Fund’s portfolio investments. Shareholders are advised to consult their tax advisors with

respect to the particular tax consequences to them of an investment in the Fund.

ERISA Considerations

Employee benefit plans and other plans subject to ERISA or the Code, including corporate savings and 401(k) plans, IRAs and Keogh

Plans (each, an “ERISA Plan”) may purchase Shares. ERISA imposes certain general and specific responsibilities on persons who are

fiduciaries with respect to an ERISA Plan, including prudence, diversification, prohibited transactions and other standards. Because

the Fund is registered as an investment company under the 1940 Act, the underlying assets of the Fund will not be considered to be

“plan assets” of any ERISA Plan investing in the Fund for purposes of the fiduciary responsibility and prohibited transaction rules

under Title I of ERISA or Section 4975 of the Code. Thus, neither the Fund nor the Advisers will be a fiduciary within the meaning of

ERISA or Section 4975 of the Code with respect to the assets of any ERISA Plan that becomes a Shareholder, solely as a result of the

ERISA Plan’s investment in the Fund.

The provisions of ERISA are subject to extensive and continuing administrative and judicial interpretation and review. The discussion

of ERISA contained herein is, of necessity, general and may be affected by future publication of regulations and rulings. Potential

investors should consult their legal advisors regarding the consequences under ERISA of an investment in the Fund through an ERISA

Plan.

Anti-Takeover Provisions in the Declaration of Trust

The Declaration of Trust includes provisions that could have the effect of limiting the ability of other entities or persons to acquire control

of the Fund or to change the composition of the Board. These provisions may have the effect of discouraging attempts to acquire

control of the Fund, which attempts could have the effect of increasing the expenses of the Fund and interfering with the normal

operation of the Fund. The Trustees are elected for indefinite terms and do not stand for reelection. A Trustee may be removed from

office with cause only by action taken by a majority of the remaining Trustees (or, in the case of an Independent Trustee, only by

action taken by a majority of the remaining Independent Trustees). The Declaration of Trust does not contain any other specific inhibiting

provisions that would operate only with respect to an extraordinary transaction such as a merger, reorganization, tender offer or

sale or transfer of substantially all of the Fund’s assets. The Fund may be dissolved only upon approval of not less than a majority of

the Trustees or, to the extent provided under those circumstances described in this Prospectus, by the vote of the majority of the outstanding

Shares. To convert the Fund to an open-end investment company, the Declaration of Trust requires the favorable vote of a

majority of the continuing trustees followed by the favorable vote of the holders of at least 75% of the outstanding Shares of each

affected class or series of Shares of the Fund, voting separately as a class or series, unless such amendment has been approved by at

least a majority of the continuing trustees, in which case “a majority of the outstanding voting securities” (as defined in the 1940 Act)

of the Fund shall be required. We believe that the benefits of these provisions outweigh the potential disadvantages of discouraging

any such acquisition proposals because, among other things, the negotiation of such proposals may improve their terms. The Board

has considered these anti-takeover provisions, including provisions with respect to the Board and the shareholder voting requirements

described above, which voting requirements are greater than the minimum requirements under Delaware law or the 1940 Act,

and determined that these anti-takeover provisions are in the best interests of Shareholders. Reference should be made to the Declaration

of Trust on file with the SEC for the full text of these provisions.

Plan of Distribution

Lincoln Financial Distributors, Inc., located at 130 N. Radnor-Chester Road Rd.,

Radnor,

PA 19087, serves as the Fund’s principal

underwriter, within the meaning of the 1940 Act, and acts as the distributor of the Fund’s Shares on a best efforts basis, subject to

various conditions. The

Distributor is a wholly-owned subsidiary of The Lincoln National Life Insurance Company, the

Fund’s

Administrator,

and an affiliate of Lincoln Financial Investments Corporation, the Fund’s investment adviser. The Fund’s

Shares are offered for

sale through the Distributor at a price equal to the then-current NAV per Share plus, in the case of Class A and Class D Shares, the

applicable sales load. The Distributor

enters

into agreements with Financial Intermediaries for the sale and servicing of the Fund’s

Shares. While Class I and Class IS Shares do not impose a front-end sales load, if you purchase Class I or Class IS Shares through

certain Financial Intermediaries, they may directly charge you transaction or other fees in such amount as they may determine. Please

consult your Financial

Intermediary

for additional information. In reliance on Rule 415 under the Securities Act of 1933, as amended,

the Fund

offers

an unlimited number of Shares, on a continual basis, through the Distributor. The Distributor is not required to sell

any specific number or dollar amount of the Fund’s Shares but will use its best efforts to solicit orders for the purchase of the Shares

from Financial Intermediaries. Shares of the Fund will not be listed on any securities exchange and the Distributor will not act as a

market maker in Fund Shares.

The Advisers or their affiliates, in the Advisers’ discretion and from their own resources, may pay Additional Compensation to Financial

Intermediaries in connection with the sale of Fund Shares. In return for the Additional Compensation, the Fund may receive certain

marketing advantages

including access to a Financial Intermediary’s registered representatives, placement on a list of investment

options offered by a Financial Intermediary, or the ability to assist in training and educating a Financial Intermediary. The Additional

Compensation may differ among Financial Intermediaries in amount or in the manner of calculation: payments of Additional Compensation

may be fixed dollar amounts,

based on the aggregate value of outstanding Shares held by Shareholders introduced by the

Financial Intermediary, or determined in some other manner. The receipt of Additional Compensation by a selling Financial Intermediary

may create potential conflicts of interest between an investor and its Financial Intermediary who is recommending the Fund over

other potential investments. Additionally, the Fund has adopted a “Distribution and Servicing Plan” with respect to its Class A and

Class D Shares under which the Fund compensates financial industry professionals for distribution-related expenses, if applicable,

and providing ongoing services in respect of Shareholders to whom they have distributed Shares of the Fund. See

“Distribution

Expenses.”

Purchasing Shares

Class A, Class D, Class I, and Class IS Shares of the Fund may be purchased through Financial Intermediaries offering such Shares.

The Fund accepts initial and additional purchases of Shares on each day that the NYSE is open for business. Orders will be priced

based on the Fund’s NAV next computed (at the close of regular trading (generally 4:00 p.m. Eastern Time) on a day that the NYSE is

open for business) after such orders are received by a Financial Intermediary and accepted by the Fund. Financial Intermediaries are

responsible for placing orders correctly and promptly with the Fund,

and for forwarding required documentation and payments

promptly and in accordance with applicable timelines set forth above under “Purchase of Shares – Acceptance and Timing of Purchase

Orders

”

A Financial Intermediary may hold Shares in an omnibus account in the Financial Intermediary’s name or the Financial

Intermediary may maintain individual ownership records. Financial Intermediaries may charge fees for the services they provide in

connection with processing your transaction orders and maintaining your account with them. Investors should check with their Financial

Intermediary to determine if they are subject to these fees.

While Class I and Class IS Shares are not subject to a front-end sales load, if you purchase Class I or Class IS Shares through certain

Financial Intermediaries, such Financial Intermediaries may directly charge you transaction or other fees in such amount as they may

determine. Please consult your Financial Intermediary for additional information. Investors in Class A, Class D, Class I, or Class IS

Shares may be subject to additional purchase deadlines set by their Financial Intermediary. Financial Intermediaries who miss Fund

deadlines on behalf of their clients on any day may have their purchases delayed until the next day that the Fund accepts purchases

orders.

If an investment is made through an IRA, Keogh plan or 401(k) plan, an approved trustee must process and forward the subscription to the Fund. In such case, the Fund will send the confirmation and notice of its acceptance to the trustee.

Purchase Terms

Generally,

the stated

minimum initial investment

by an investor in the Fund is $2,500

with respect to Class A and Class D Shares

1,000,000 with

respect to Class I Shares,

and

25,000

with respect to Class IS Shares

which

stated minimums may be reduced for

certain investors

. For all share classes, subsequent investments may be made with at least $500, except for purchases made pursuant

to the Fund’s DRP or as otherwise permitted by the Fund. The Fund reserves the right to waive the investment minimums. The minimum

initial investment is waived for certain individuals, such as any current or retired trustee of the Fund, or any associated trust,

person, or profit sharing or other benefit plan of such current or retired trustee; any employee of the Distributor or its affiliates; an

employee of an entity with a selling group agreement with the Distributor; or any member of the immediate family of a person qualifying

here including a spouse, child, stepchild, parent, stepparent, sibling, grandchild and grandparent, in each case including in-law

and adoptive relationships. The Fund may permit a Financial Intermediary to waive the minimum initial investment for Class I Shares

in the following situations: broker-dealers purchasing Shares for clients in broker-sponsored discretionary fee-based advisory programs;

Financial Intermediaries with clients of a registered investment adviser (RIA) who have entered into an agreement to offer

Class I Shares through a no-load program or investment platform; and certain other situations deemed appropriate by the Fund.

The Fund’s Shares are offered for sale through the Distributor at NAV plus, in the case of Class A and Class D Shares, the applicable

sales load. The price of the Shares during the Fund’s continuous offering will fluctuate over time with the NAV of the Shares. Investors

purchasing Class A Shares may be charged a sales load of up to 3.00% of their purchase, as described herein. Investors purchasing

Class D Shares may be charged a sales load of up to 3.50% of their purchase, as described herein. A reallowance to participating

broker-dealers may be made by the Distributor from the sales load paid by each investor. While Class I and Class IS Shares do not

impose a front-end sales load, if you purchase Class I or Class IS Shares through certain Financial Intermediaries, such Financial

Intermediaries may directly charge you transaction or other fees in such amount as they may determine. Please consult your Financial

Intermediary for additional information.

Class A, Class D, Class I, and Class IS Shareholders who tender for repurchase Shares that they have held for less than one year after

purchase, as of the time of repurchase, will be subject to the Early Repurchase Fee of 2.00% of the NAV of Shares repurchased. See

“Share Repurchase Program.”

Rights of Accumulation

You may combine the value, at the current public offering price, of Class A, Class D, Class I, and Class IS Shares of the Fund already

owned with a new purchase of Class A or Class D Shares of the Fund to reduce the sales load on the new purchase. For the purposes

of determining the applicable reduced sales load, the right of accumulation allows you to include prior purchases of Class A, Class D,

Class I, and Class IS Shares of the Fund as part of your current investment. To qualify for this option, you must be either:

•

an individual;

•

an individual and spouse purchasing Shares for your own account or trust or custodial accounts for your minor children; or

•

a fiduciary purchasing Shares for any one trust, estate or fiduciary account, including employee benefit plans created under

Sections 401, 403 or 457 of the Code, including related plans of the same employer.

If you plan to rely on this right of accumulation, you must notify your Financial Intermediary at the time you purchase Class A or Class

D Shares of each eligible account you or a member of your immediate family maintains. If you do not let your Financial Intermediary

know of all of the holdings or planned purchases that make you eligible for a reduction, you may not receive a discount to which you

are otherwise entitled. It is solely your Financial Intermediary’s responsibility to ensure that you receive discounts for which you are

eligible, and the Fund and Distributor are not responsible for your Financial Intermediary’s failure to apply the eligible discount to your

purchase and account. You may be asked by the Fund or your Financial Intermediary for account statements and other records to

verify your discount eligibility, including, where applicable, records for accounts opened with a different Financial Intermediary and

records of accounts established by members of your immediate family.

Exchanging Shares

Exchanges from one class of Shares to another class of Shares are generally not permitted. Upon request, the Fund may, in its discretion,

permit a current Shareholder to exchange his or her Shares to another class of Shares in a non-taxable transaction; provided that

such Shareholder meets the requirements of the new Share class.

Share Class Considerations

When selecting a Share class, you should consider, among other things, the following:

•

which Share classes are available to you;

•

how much you intend to invest;

•

how long you expect to own the Shares; and

•

total costs and expenses associated with purchasing and holding a particular Share class, including any applicable sales load.

Each investor’s financial considerations are different. You should speak with your Financial Intermediary to help you decide which

Share class is best for you based on your particular circumstances. Not all Financial Intermediaries offer all classes of Shares. If your

Financial Intermediary offers more than one class of Shares, you should carefully consider which class of Shares to purchase and

should address any questions you may have with your Financial Intermediary before investing.

Distribution Expenses

The Fund has adopted a “Distribution and Servicing Plan” with respect to its Class A and Class D Shares under which the Fund compensates

financial industry professionals for distribution-related expenses, if applicable, and providing ongoing services in respect of

Shareholders to whom they have distributed Shares of the Fund. Such services may include, but are not limited to, receiving, aggregating

and processing Shareholder orders, furnishing Shareholder sub-accounting, providing and maintaining elective shareholder

services such as check writing and wire transfer services, providing and maintaining pre-authorized investment plans, communicating

periodically with Shareholders, and providing such other similar services as may reasonably be requested to the extent permitted by

law. Under the Distribution and Servicing Plan, the Fund, with respect to Class A and Class D Shares, will incur expenses on an annual

basis not exceeding 0.75% of its aggregate NAV as of the beginning of the first calendar day of each applicable month, payable

monthly in arrears. The currently effective fee rates for Class A and Class D Shares are 0.60% and 0.25%, respectively. Because these

expenses are paid out of the Fund’s assets on an ongoing basis, over time, these expenses will increase the cost of your investment in

Class A and Class D Shares.

The Distribution and Servicing Plan operates in a manner consistent with Rule 12b-1 under the 1940 Act, which regulates the manner

in which an open-end investment company may directly or indirectly bear the expenses of distributing its shares. Although the Fund is

not an open-end investment company, it has undertaken to comply with the terms of Rule 12b-1 as a condition of an exemptive order

under the 1940 Act which permits it to have asset-based distribution fees.

Shareholder Services Fee

Class A, Class D, and Class IS Shares may charge a non-distribution related Shareholder servicing fee of up to 0.25% per year (the

“Shareholder Services Fee”) under its

Administration

Agreement with The Lincoln National Life Insurance Company. The Fund may

use these fees, in respect of the relevant class, to compensate Financial Intermediaries or financial institutions for Shareholder

services-related expenses, if applicable, and providing ongoing services in respect of clients with whom they have distributed Shares

of the Fund. Such services include responding to operational inquiries from Shareholders; processing purchase, redemption and

exchange orders with the Fund’s transfer agent; providing Shareholders with automatic investment services, including investments in

Funds; and such other information and liaison services as the Fund or the Adviser may reasonably request.

Distributions

The Fund intends to make a distribution each

month

to its Shareholders of the net investment income of the Fund after payment of

Fund operating expenses. The

distribution

rate may be modified by the Board from time to time.

To the extent that any portion of the Fund’s

monthly

distributions are considered a return of capital to Shareholders, such portion

would not be considered dividends for U.S. federal income tax purposes, and would represent a return of the amounts that such

Shareholders invested. Although such return of capital distributions are not currently taxable to Shareholders, such distributions will

have the effect of lowering a Shareholder’s tax basis in such Shares, and could result in a higher tax liability when the Shares are sold,

even if they have not increased in value, or in fact, have lost value. The Fund’s final distribution for each tax year is expected to include

any remaining investment company taxable income and net tax-exempt income (if any) undistributed during the tax year, as well as

any undistributed net capital gain realized during the tax year. If the total distributions made in any tax year exceed investment company

taxable income, net tax-exempt income and net capital gain, such excess distributed amount would be treated as ordinary dividend

income to the extent of the Fund’s current and accumulated earnings and profits. This distribution policy, may, under certain

circumstances, have 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 distribution policy

also may cause the Fund to sell securities at a time it would not otherwise do so to manage the distribution of income and gain. The

initial distribution will be declared on a date determined by the Board.

Each year, a statement on Form 1099-DIV identifying the sources of the distributions (i.e., paid from ordinary income, paid from net

capital gains on the sale of securities, and/or a return of capital, which is a nontaxable distribution) will be furnished to Shareholders

subject to IRS reporting. Fund ordinary distributions may exceed the Fund’s earnings, especially during the period before the Fund

has substantially invested the proceeds from this offering. To the extent that the Fund pays distributions that constitute a return of

capital for U.S. federal income tax purposes, it will lower an investor’s tax basis in his or her Shares. A return of capital generally is a

return of an investor’s investment rather than a return of earnings or gains derived from the Fund’s investment activities. There can be

no assurance that the Fund will be able to pay distributions at a specific rate or at all.

As discussed in the “Tax Aspects” section, to qualify for and maintain RIC tax treatment, the Fund is required to distribute on a timely

basis with respect to each tax year dividends for U.S. federal income tax purposes of an amount at least equal to the sum of 90% of

“investment company taxable income” and net tax-exempt interest income, determined without regard to any deduction for dividends

paid, for such tax year. To avoid certain excise taxes imposed on RICs, the Fund is required to distribute in respect of each calendar

year dividends of an amount at least equal to the sum of (1) 98% of ordinary income (taking into account certain deferrals and elections)

for the calendar year, (2) 98.2% of capital gain net income (adjusted for certain ordinary losses) generally for the one-year

period ending on October 31 of the calendar year and (3) any ordinary income and capital gain net income for previous calendar years

that were not distributed during such calendar years and on which the Fund paid no U.S. federal income tax. The Fund can offer no

assurance that it will achieve results that will permit the payment of any cash distributions. If the Fund issues senior securities, the

Fund will be prohibited from making distributions if doing so causes it to fail to maintain the asset coverage ratios stipulated by the

1940 Act or if distributions are limited by the terms of any of the Fund’s borrowings. Any such limitations would adversely impact the

Fund’s ability to make distributions to Shareholders.

Dividend Reinvestment Plan

The Fund will operate under the DRP administered by the Transfer Agent. Pursuant to the DRP, the Fund’s income dividends or capital

gains or other

distributions

(each, a “Distribution” and collectively, “Distributions”), net of any applicable U.S. withholding tax, are

reinvested in the same class of Shares of the Fund.

Shareholders automatically participate in the DRP, unless and until an election is made to withdraw from the DRP on behalf of such

participating Shareholder. A Shareholder who does not wish to have Distributions automatically reinvested may terminate participation

in the DRP by written instructions to that effect to the Transfer Agent. Shareholders who elect not to participate in the DRP will receive

all Distributions in cash paid to the Shareholder of record (or, if the Shares are held in street or other nominee name, then to such

nominee). Such written instructions must be received by the Transfer Agent thirty (30) days prior to the record date of the Distribution

or the Shareholder will receive such Distribution in Shares through the DRP. Under the DRP, the Fund’s Distributions to Shareholders

are automatically reinvested in full and fractional Shares as described below.

When the Fund declares a Distribution, the Transfer Agent, on the Shareholder’s behalf, will receive additional authorized Shares from

the Fund either newly issued or repurchased from Shareholders by the Fund. The number of Shares to be received when Distributions

are reinvested will be determined by dividing the amount of the Distribution by the Fund’s NAV per share.

The Transfer Agent will maintain all Shareholder accounts and furnish written confirmations of all transactions in the accounts, including

information needed by Shareholders for personal and tax records. The Transfer Agent will hold Shares in the account of the Shareholders

in non-certificated form in the name of the Shareholder participating in the DRP (each, a “participant”), and each Shareholder’s

proxy, if any, will include those Shares purchased pursuant to the DRP. Each participant, nevertheless, has the right to request

certificates for whole and fractional Shares owned. The Fund will issue certificates in its sole discretion. The Transfer Agent will distribute

all proxy solicitation materials, if any, to participating Shareholders.

In the case of Shareholders, such as banks, brokers or nominees, that hold Shares for others who are beneficial owners participating

under the DRP, the Transfer Agent will administer the DRP on the basis of the number of Shares certified from time to time by the

record Shareholder as representing the total amount of Shares registered in the Shareholder’s name and held for the account of beneficial

owners participating under the DRP.

Neither the Transfer Agent nor the Fund shall have any responsibility or liability beyond the exercise of ordinary care for any action

taken or omitted pursuant to the DRP, nor shall they have any duties, responsibilities or liabilities except such as expressly set forth

herein. Neither shall they be liable hereunder for any act done in good faith or for any good faith omissions to act, including, without

limitation, failure to terminate a participant’s account prior to receipt of written notice of his or her death or with respect to prices at

which Shares are purchased or sold for the participants account and the terms on which such purchases and sales are made, subject

to applicable provisions of the federal securities laws.

The automatic reinvestment of

dividends

will not relieve participants of any federal, state or local income tax that may be payable (or

required to be withheld) on such

dividends

. See

“Tax Aspects.”

The Fund reserves the right to amend or terminate the DRP upon 30 days’ notice to Shareholders. There is no direct service charge to

participants with regard to purchases under the DRP; however, the Fund reserves the right to amend the DRP to include a service

charge payable by the participants.

Fiscal Year; Reports

For accounting purposes, the Fund’s fiscal year and tax year are expected to end on March 31 and October 31, respectively. As soon

as practicable after the end of each calendar year, a statement on Form 1099-DIV identifying the sources of the distributions paid by

the Fund to Shareholders for tax purposes will be furnished to Shareholders subject to IRS reporting. In addition, the Fund

prepares

and transmits

to Shareholders an unaudited semi-annual and an audited annual report within 60 days after the close of the period for

which the report is being made, or as otherwise required by the 1940 Act.

Inquiries

Inquiries concerning the Fund and the Shares should be directed to:

Lincoln Bain Capital Total Credit Fund

150 N. Radnor-Chester Road

Radnor, PA 19087

855-456-0067

Investors should rely only on the information contained in this Prospectus. No dealer, salesperson or other individual has been authorized

to give any information or to make any representations that are not contained in this Prospectus. If any such information or

statements are given or made, investors should not rely upon such information or representations. This Prospectus does not constitute

an offer to sell any securities other than those to which this Prospectus relates, or an offer to sell to, or a solicitation of an offer to

buy from, any person in any jurisdiction where such an offer or solicitation would be unlawful. This Prospectus speaks as of the date

set forth below. Investors should not assume that the delivery of this Prospectus or that any sale made pursuant to this Prospectus

implies that the information contained in this Prospectus will remain fully accurate and correct as of any time subsequent to the date

of this Prospectus.

Lincoln Bain Capital Total Credit Fund

SHARES OF BENEFICIAL INTEREST

PROSPECTUS

July 29

2026

Class I	For the Year Ended March 31, 2026	For the period from March 4, 2025 (1)(8) to March 31, 2025
Per share data (2) :
Net asset value, beginning of year / period	$ 10.05	$ 10.00
Net investment income (loss)	0.68	0.05
Net realized and unrealized gain (loss)	(0.32 )	- (3)
Net increase (decrease) in net assets from operations	0.36	0.05
Less distributions from:
Net investment income	(0.33 )	-
Net realized gain	-	-
Total distributions	(0.33 )	-
Net asset value, end of year / period	$ 10.08	$ 10.05
Shares Outstanding, end of year / period	25,143,373	10,000,000
Total Return (5)	3.59%	0.50%
Ratios and supplemental data:
Net assets, end of period	253,492,515	100,482,899
Ratio of expenses to average net assets	2.93% (4)	2.00% (6)
Ratio of expenses to average net assets prior to expenses waived/reimbursed/ recouped	4.38% (4)	3.23% (6)
Ratio of net investment income/(loss) to average net assets	6.67% (4)	6.05% (6)
Ratio of net investment income/(loss) to average net assets prior to expenses waived/reimbursed/recouped	5.22% (4)	4.82% (6)
Portfolio turnover rate	45.68%	0.00%
Senior securities:
Total borrowings (in thousands)	$ 28,000	$ -
Asset coverage per $1,000 unit of senior indebtedness (7)	$ 10,054	$ -

Class A	For the period from September 2, 2025 (1)(8) to March 31, 2026
Per share data (2) :
Net asset value, beginning of period	$ 10.00
Net investment income (loss)	0.34
Net realized and unrealized gain (loss)	(0.34 )
Net increase (decrease) in net assets from operations	0.00
Less distributions from:
Net investment income	(0.30 )
Net realized gain	-
Total distributions	(0.30 )
Net asset value, end of period	$ 9.70
Shares Outstanding, end of period	1,031
Total Return (5)	(0.09 )%
Ratios and supplemental data:
Net assets, end of period	10,002
Ratio of expenses to average net assets	2.72% (4)(6)
Ratio of expenses to average net assets prior to expenses waived/reimbursed/recouped	4.82% (4)(6)
Ratio of net investment income/(loss) to average net assets	6.96% (4)(6)
Ratio of net investment income/(loss) to average net assets prior to expenses waived/reimbursed/ recouped	4.86% (4)(6)
Portfolio turnover rate	45.68%
Senior securities:
Total borrowings (in thousands)	$ 28,000
Asset coverage per $1,000 unit of senior indebtedness (7)	$ 10,054

Class D	For the period from September 2, 2025 (1)(8) to March 31, 2026
Per share data (2) :
Net asset value, beginning of period	$ 10.00
Net investment income (loss)	0.36
Net realized and unrealized gain (loss)	(0.34 )
Net increase (decrease) in net assets from operations	0.02
Less distributions from:
Net investment income	(0.31 )
Net realized gain	-
Total distributions	(0.31 )
Net asset value, end of period	$ 9.71
Shares Outstanding, end of period	1,032
Total Return (5)	0.13%
Ratios and supplemental data:
Net assets, end of period	10,022
Ratio of expenses to average net assets	2.37% (4)(6)
Ratio of expenses to average net assets prior to expenses waived/reimbursed/recouped	4.47% (4)(6)
Ratio of net investment income/(loss) to average net assets	7.31% (4)(6)
Ratio of net investment income/(loss) to average net assets prior to expenses waived/reimbursed/recouped	5.21% (4)(6)
Portfolio turnover rate	45.68%
Senior securities:
Total borrowings (in thousands)	$ 28,000
Asset coverage per $1,000 unit of senior indebtedness (7)	$ 10,054

Class IS	For the period from September 2, 2025 (1)(8) to March 31, 2026
Per share data (2) :
Net asset value, beginning of period	$ 10.00
Net investment income (loss)	0.37
Net realized and unrealized gain (loss)	(0.33 )
Net increase (decrease) in net assets from operations	0.04
Less distributions from:
Net investment income	(0.32 )
Net realized gain	-
Total distributions	(0.32 )
Net asset value, end of period	$ 9.72
Shares Outstanding, end of period	1,033
Total Return (5)	0.32%
Ratios and supplemental data:
Net assets, end of period	10,036
Ratio of expenses to average net assets	2.11% (4)(6)
Ratio of expenses to average net assets prior to expenses waived/reimbursed/recouped	4.21% (4)(6)
Ratio of net investment income/(loss) to average net assets	7.56% (4)(6)
Ratio of net investment income/(loss) to average net assets prior to expenses waived/reimbursed/ recouped	5.46% (4)(6)
Portfolio turnover rate	45.68%
Senior securities:
Total borrowings (in thousands)	$ 28,000
Asset coverage per $1,000 unit of senior indebtedness (7)	$ 10,054

Name, address and age	Position(s) Held with the Fund	Term of Office and Length of Time Served	Principal Occupation(s) During Past 5 Years	Number of Portfolios in Fund Complex Overseen by Trustee(1)	Other Board Membership Held by Trustee during Past Five Years
Interested Trustee(2)
John Morriss 150 N. Radnor-Chester Road Radnor, PA 19087 YOB: 1967	Trustee, President and Board Chair	Indefinite Length — Since October 2025	Executive Vice President and Chief Investment Officer for Lincoln Financial since October 2025. Formerly: Senior Vice President, Head of Public and Private Fixed Income at Fortitude Re.	116	Lincoln Partners Group Royalty Fund since 2025 (1 portfolio); Lincoln Funds Trust since 2025 (2 portfolios); Lincoln Variable Insurance Products Trust since 2025 (112 portfolios)
Independent Trustees
Thomas A. Leonard 1301 S. Harrison Street, Fort Wayne, IN 46802 YOB: 1949	Trustee	Indefinite Length — Since Inception	Retired	4	Lincoln Partners Group Royalty Fund since 2025 (1 portfolio); Lincoln Funds Trust since 2024 (2 portfolios); Copeland Capital Trust since 2010 (3 portfolios); Lincoln Variable Insurance Products Trust (112 portfolios) — retired 2024

Item	Page
Investment Objective, Policies and Risks	4
Fundamental Policies	11
Fundamental Investment Restrictions	11
Non-Fundamental Investment Restrictions	12
Management of the Fund	13
Portfolio Transactions	19
Proxy Voting Policy and Proxy Voting Record	20
Control Persons and Principal Holders of Securities	20
Independent Registered Public Accounting Firm	21
Legal Counsel	21
Additional Information	21
Financial Statements	21

Name, address (1) and age	Position(s) Held with the Fund	Term of Office and Length of Time Served	Principal Occupation(s) During Past 5 Years
Matthew L. Arnold YOB: 1967	Vice President	Indefinite Length — Since Inception	Vice President, Lincoln National Corporation
Paul T. Chryssikos YOB: 1973	Senior Vice President, Chief Legal Officer and Assistant Secretary	Indefinite Length — Since October 2025	Senior Vice President, Chief Legal Officer, Assistant Secretary, Chief Counsel, Investment Management, Distribution and Risk, Lincoln Financial Investments Corporation.
James J. Hoffmayer YOB: 1973	Vice President, Treasurer, and Chief Accounting Officer	Indefinite Length — Since Inception	Vice President and Treasurer, Lincoln Financial Investments; Vice President and Director of Separate Account Operations and Mutual Fund Administration, The Lincoln National Life Insurance Company; Formerly: Assistant Vice President, Lincoln Financial Investments; Managing Director, SEI; Treasurer and Chief Financial Officer, SEI Family of Mutual Funds.

Name, address(1) and age	Position(s) Held with the Fund	Term of Office and Length of Time Served	Principal Occupation(s) During Past 5 Years
Gordon Huellmantel YOB: 1976	Senior Vice President	Indefinite Length — Since October 2025	Director, Senior Vice President, Head of Funds Management for Lincoln Financial and Chief Operating Officer, Lincoln Financial Investments Corporation; Formerly: Senior Vice President, General Account Investment Management Team.
Michael C. Hoppe YOB: 1988	Vice President	Indefinite Length — Since Inception	Vice President, Lincoln Financial Investments Corporation; Formerly: Assistant Vice President, Lincoln Financial Investments Corporation.
Yun (Maria) Ma YOB: 1978	Vice President	Indefinite Length — Since Inception	Vice President, Lincoln Financial Investments Corporation; Formerly: Assistant Vice President, Lincoln Financial Investments Corporation.
Jennifer M. Matthews YOB: 1976	Vice President	Indefinite Length — Since Inception	Vice President, Lincoln Financial Investments Corporation; Vice President, The Lincoln National Life Insurance Company.
John Morriss YOB: 1967	President	Indefinite Length — Since October 2025	Senior Vice President, Head of Public and Private Fixed Income at Fortitude Re.
Colleen E. O’ Leary YOB: 1984	Vice President	Indefinite Length — Since Inception	Vice President, The Lincoln National Life Insurance Company; Formerly: Assistant Vice President, The Lincoln National Life Insurance Company.
Jay T. Shearon YOB: 1972	Vice President	Indefinite Length — Since Inception	Assistant Vice President, Lincoln Financial Investments Corporation, Lincoln Life & Annuity Company of New York, The Lincoln National Life Insurance Company; Formerly: Assistant Vice President, Lincoln Variable Insurance Products Trust.
John (Jack) A. Weston YOB: 1959	Vice President and Chief Compliance Officer	Indefinite Length — Since Inception	Vice President and Chief Compliance Officer, Lincoln Financial Investments Corporation; Vice President, The Lincoln National Life Insurance Company.
Yajun (Alex) Zeng YOB: 1982	Vice President	Indefinite Length — Since Inception	Vice President and Managing Director, Lincoln Financial Investments Corporation; Vice President, The Lincoln National Life Insurance Company.

Name of Trustee	Dollar Range of Equity Securities in the Fund(1),(2),(3)	Aggregate Dollar Range of Equity Securities in All Registered Investment Companies Overseen by Director in Family of Investment Companies(4)
Interested Trustee
John Morriss	None	None
Independent Trustees
Thomas A. Leonard	None	None
Joseph P. LaRocque	None	None
Thomas P. Sholes	None	None

Name of Trustee	Aggregate Compensation from the Fund	Aggregate Compensation from the Fund Complex(1)
Interested Trustee
John Morriss	None	None
Independent Trustees
Thomas A. Leonard	$87,000	$148,000
Joseph P. LaRocque	$83,250	$144,250
Thomas P. Sholes	$76,500	$117,500

	Number of Accounts	Assets of Accounts (in billions)	Number of Accounts Subject to a Performance Fee	Assets Subject to a Performance Fee (in billions)
BCSF Advisors, LP
Nate Whittier
Registered Investment Companies	1	$1.132	1	$0.254
Other Pooled Investment Vehicles	5	$7.322	4	$0.872
Other Accounts	27	$7.890	6	$3.522
John Wright
Registered Investment Companies	1	$0.254	1	$0.254
Other Pooled Investment Vehicles	8	$6.476	2	$0.525
Other Accounts	15	$1.734	2	$0.568
Michael A. Ewald
Registered Investment Companies	3	$4.836	3	$4.836
Other Pooled Investment Vehicles	12	$5.296	11	$3.407
Other Accounts	34	$10.994	17	$5.738

Name	Aggregate Dollar Range of Equity Securities in the Fund(1),(2)
Nate Whittier	None
John Wright	None
Michael A. Ewald	None

Shareholder Name	Percentage (%) of Shareholder Ownership in Fund
LVIP GLOBAL GROWTH ALLOCATION MANAGED RISK FUND 1301 SOUTH HARRISON STREET FORT WAYNE, IN 46802	27.58 %

Share Class / Shareholder Name	Percentage (%) of Shareholder Ownership in Fund
Class A
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY 150 N. RADNOR-CHESTER ROAD RADNOR, PA 19087	100.00 %
Class D
THE LINCOLN NATIONAL LIFE INSURANCE COMPANY 150 N. RADNOR-CHESTER ROAD RADNOR, PA 19087	100.00 %

(a)
	(1)	Certificate of Trust dated December 12, 2024, incorporated by reference from Registrant’s Registration Statement on Form N-2 (SEC File Nos. 333-285896;811-24066), filed on March 19, 2025.
	(2)	Certificate of Amendment to the Certificate of Trust dated January 15, 2025, incorporated by reference from Registrant’s Registration Statement on Form N-2 (SEC File Nos. 333-285896;811-24066), filed on March 19, 2025.
	(3)	Amended and Restated Agreement and Declaration of Trust dated January 15, 2025, incorporated by reference from Registrant’s Registration Statement on Form N-2 (SEC File Nos. 333-285896;811-24066), filed on July 11, 2025.
(b)	Amended and Restated By-laws of Registrant dated January 15, 2025, incorporated by reference from Registration Statement on Form N-2 (SEC File Nos. 333-285896;811-24066), filed on July 11, 2025
(c)	N/A
(d)	Amended and Restated Multiple Class Plan approved June 9, 2025, incorporated by reference from Registrant’s Registration Statement on Form N-2 (SEC File Nos. 333-285896;811-24066), filed on July 11, 2025.
(e)	Dividend Reinvestment Plan, incorporated by reference from Registrant’s Registration Statement on Form N-2 (SEC File Nos. 333-285896;811-24066), filed on September 2, 2025.
(f)	N/A
(g)
	(1)	Investment Management Agreement dated February 28, 2025, between Registrant and LFI, incorporated by reference from Registrant’s Registration Statement on Form N-2 (SEC File Nos. 333-285896;811- 24066), filed on July 11, 2025.
	(2)	Sub-Advisory Agreement dated March 4, 2025, between Registrant, LFI and BCSF Advisors, LP, incorporated by reference from Registrant’s Registration Statement on Form N-2 (SEC File Nos. 333- 285896;811-24066), filed on July 11, 2025.
(h)
	(1)	Amended and Restated Distribution Services Agreement dated July 1, 2025, between Registrant and LFD, incorporated by reference from Registrant’s Registration Statement on Form N-2 (SEC File Nos. 333- 285896;811-24066), filed on September 2, 2025.
	(2)	Form of Selling Agreement, incorporated by reference from Registrant’s Registration Statement on Form N-2 (SEC File Nos. 333-285896;811-24066), filed on September 2, 2025.
	(3)	Amended and Restated Distribution and Shareholder Services Plan, incorporated by reference from Registrant’s Registration Statement on Form N-2 (SEC File Nos. 333-285896;811-24066), filed on September 2, 2025.

	(4)		Principal Underwriting Agreement dated January 29, 2025, between Registrant and LFI, between Registrant and LFI, incorporated by reference from Registrant’s Registration Statement on Form N-2 (SEC File Nos. 333-285896;811-24066), filed on July 11, 2025.
(i)	N/A
(j)	Custody Agreement dated February 28, 2025, between Registrant and State Street Bank and Trust Company, incorporated by reference from Registrant’s Registration Statement on Form N-2 (SEC File Nos. 333-285896;811-24066), filed on July 11, 2025.
(k)
	(1)		Amended and Restated Administration Agreement dated June 11, 2026, between Registrant and Lincoln Life, is filed herewith.
	(2)		Administration Agreement dated February 28, 2025, between Registrant and State Street Bank and Trust Company, incorporated by reference from Registrant’s Registration Statement on Form POS EX (SEC File Nos. 333-285895; 811-24065), filed on January 29, 2026.
	(3)		Transfer Agency and Service Agreement dated February 28, 2025, between Registrant and State Street Bank and Trust Company, incorporated by reference from Registrant’s Registration Statement on Form N-2 (SEC File Nos. 333-285896;811-24066), filed on July 11, 2025.
	(4)		Amended and Restated Expense Limitation Agreement dated August 15, 2025, between Registrant and LFI, incorporated by reference from Registrant’s Registration Statement on Form N-2 (SEC File Nos. 333- 285896;811-24066), filed on September 2, 2025.
		(a)	Amendment to Schedule A to the Expense Limitation Agreement dated June 11, 2026, filed herewith.
	(5)		Management Fee Waiver Agreement dated July 17, 2026, filed herewith.
(l)	Opinion and Consent of Dechert LLP, filed herewith.
(m)	N/A
(n)	Consent of Independent Registered Public Accounting Firm, filed herewith.
(o)	N/A
(p)	N/A
(q)	N/A
(r)
	(1)		Code of Ethics of Registrant and the Adviser, incorporated by reference from Registrant’s Registration Statement on Form N-2 (SEC File Nos. 333-285896;811-24066), filed on September 2, 2025.
	(2)		Code of Ethics of the Distributor, is filed herewith.
	(3)		Code of Ethics for BainCapital, is filed herewith.
(s)	N/A
(t)	(1)		Power of Attorney dated January 14, 2025, incorporated by reference from Registrant’s Registration Statement on Form N-2 (SEC File Nos. 333-285896;811-24066), filed on March 19, 2025.
	(2)		Power of Attorney dated July 23, 2026, is filed herewith.

Title of Class	Number of Record Holders
Shares of Beneficial Interest, Class A	1

Title of Class	Number of Record Holders
Shares of Beneficial Interest, Class D	1
Shares of Beneficial Interest, Class I	8
Shares of Beneficial Interest, Class IS	1

(k)(1)	Amended and Restated Administration Agreement dated June 11, 2026
(k)(4)(a)	Amendment to Schedule A to the Expense Limitation Agreement dated June 11, 2026
(k)(5)	Management Fee Waiver Agreement dated July 17, 2026
(l)	Opinion and Consent of Dechert LLP
(n)	Consent of Independent Registered Public Accounting Firm
(r)(2)	Code of Ethics of the Distributor
(r)(3)	Code of Ethics for BainCapital
(t)(2)	Power of Attorney dated July 23, 2026

Signature		Title
By:	/s/John Morriss* John Morriss	Chair of the Board of Trustees and President (Principal Executive Officer)
By:	/s/James Hoffmayer James Hoffmayer	Chief Accounting Officer and Treasurer (Principal Accounting Officer and Principal Financial Officer)
/s/Thomas A. Leonard* Thomas A. Leonard		Trustee
/s/Joseph P. LaRocque* Joseph P. LaRocque		Trustee
/s/Thomas P. Sholes* Thomas P. Sholes		Trustee
By:	/s/Gordon Huellmantel Gordon Huellmantel	Attorney-in-Fact