0001996211 2026-07-29 2026-07-29 0001996211 dei:BusinessContactMember 2026-07-29 2026-07-29 0001996211 vcafx:ClassSharesHoldMember 2026-07-29 2026-07-29 0001996211 vcafx:ClassSharesRepurchaseMember 2026-07-29 2026-07-29 0001996211 2025-03-31 0001996211 2024-10-03 0001996211 2026-03-31 0001996211 vcafx:ClosedEndFundLimitedLiquidityOfSharesRepurchaseOffersRisksMember 2026-07-29 2026-07-29 0001996211 vcafx:RelianceOnTheAdviserMember 2026-07-29 2026-07-29 0001996211 vcafx:UseOfTechnologyMember 2026-07-29 2026-07-29 0001996211 vcafx:AlgorithmicAndModelRiskMember 2026-07-29 2026-07-29 0001996211 vcafx:OfferingRiskMember 2026-07-29 2026-07-29 0001996211 vcafx:UseOfProceedsMember 2026-07-29 2026-07-29 0001996211 vcafx:CompetitionForInvestmentOpportunitiesRiskMember 2026-07-29 2026-07-29 0001996211 vcafx:PotentialRelianceOnProjectionsMember 2026-07-29 2026-07-29 0001996211 vcafx:AffiliationRiskAndInabilityToVoteMember 2026-07-29 2026-07-29 0001996211 vcafx:ValuationRiskMember 2026-07-29 2026-07-29 0001996211 vcafx:InvestmentDilutionRiskMember 2026-07-29 2026-07-29 0001996211 vcafx:VentureCapitalInvestingRisksMember 2026-07-29 2026-07-29 0001996211 vcafx:CoInvestmentRiskMember 2026-07-29 2026-07-29 0001996211 vcafx:FollowOnInvestmentRiskMember 2026-07-29 2026-07-29 0001996211 vcafx:PrivateCompanyRisksMember 2026-07-29 2026-07-29 0001996211 vcafx:ConcentrationAndSectorFocusRisksMember 2026-07-29 2026-07-29 0001996211 vcafx:PubliclyTradedEquitySecuritiesRiskMember 2026-07-29 2026-07-29 0001996211 vcafx:ExchangeTradedFundRiskMember 2026-07-29 2026-07-29 0001996211 vcafx:IlliquidInvestmentsAndRestrictedSecuritiesRiskMember 2026-07-29 2026-07-29 0001996211 vcafx:MinorityInvestorRisksMember 2026-07-29 2026-07-29 0001996211 vcafx:NonUSInvestmentsRiskMember 2026-07-29 2026-07-29 0001996211 vcafx:ForeignCurrencyRiskMember 2026-07-29 2026-07-29 0001996211 vcafx:SecondaryInvestmentsRisksMember 2026-07-29 2026-07-29 0001996211 vcafx:DueDiligenceRiskMember 2026-07-29 2026-07-29 0001996211 vcafx:LegalLitigationAndRegulatoryActionRiskMember 2026-07-29 2026-07-29 0001996211 vcafx:CyberSecurityRiskMember 2026-07-29 2026-07-29 0001996211 vcafx:ExpeditedTransactionsMember 2026-07-29 2026-07-29 0001996211 vcafx:IndemnificationOfFundInvestmentsManagersAndOthersMember 2026-07-29 2026-07-29 iso4217:USD iso4217:USD shares pure false 0001996211 333-274892 811-23906 N-2 N-2 true false true 2 true true 5 Connetic Venture Capital Access Fund 910 Madison Avenue Covington KY 41011 844 434-6483 Corporation Trust Center 1209 Orange Street Wilmington DE 19801 As soon as practicable after the effective date of this Registration Statement. true true true true The Summary of Fund Fees and Expenses Table describes the fees and expenses you may pay if you buy and hold Shares. You may pay other fees, such as brokerage commissions and other fees, to financial intermediaries, which are not reflected in the table and example below. More information about management fees, fee waivers, and other expenses is available in “Fund Management” starting on page 32 of this prospectus. <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 93%; border-collapse: collapse; margin-left: 7%"> <tr style="vertical-align: bottom"> <td style="border-bottom: black 1pt solid; text-align: justify">Shareholder Transaction Expenses</td> <td> </td> <td colspan="2" id="xdx_49D_20260729__20260729_znyCrEu8b7rk" style="text-align: right"> </td> <td> </td></tr> <tr id="xdx_404_ecef--SalesLoadPercent_dpn_zVDTzwC0qhai" style="vertical-align: bottom; background-color: #CCEEFF"> <td style="width: 86%; text-align: justify">Maximum Sales Load (as a percentage of offering price)</td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td style="width: 10%; text-align: right">None</td> <td style="width: 2%"> </td></tr> <tr id="xdx_40F_ecef--OtherTransactionExpensesPercent_dpn_zV1xtGUcwAv4" style="vertical-align: bottom; background-color: white"> <td style="text-align: justify">Maximum Early Repurchase Fee (as a percentage of repurchased amount)1</td> <td> </td> <td> </td> <td style="text-align: right">2.00</td> <td>%</td></tr> </table> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; display: none; border-collapse: collapse; width: 100%"> <tr style="display: none; vertical-align: top; text-align: left"> <td id="xdx_F02_z9fmU9HRS5P3" style="display: none; width: 5%">1</td> <td id="xdx_F10_zK13Q7oXFrS3" style="display: none; width: 95%">A 2.00% early repurchase fee payable to the Fund applies to Shares tendered to and repurchased by the Fund within the first 365 days the shareholder held the shares. Shares held for over 365 days are not subject to any repurchase fee.</td></tr> </table> <div></div> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 7%"> </td> <td style="width: 3%">(1)</td> <td style="width: 90%"> A 2.00% early repurchase fee payable to the Fund applies to Shares tendered to and repurchased by the Fund within the first 365 days the shareholder held the shares. Shares held for over 365 days are not subject to any repurchase fee. </td></tr> </table> 0 0.0200 <div id="xdx_844_ecef--AnnualExpensesTableTextBlock_dU_gL2AETTB-UQGZT_zCLopcAVFROf"></div> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 93%; border-collapse: collapse; margin-left: 7%"> <tr style="vertical-align: bottom; background-color: #CCEEFF"> <td style="border-bottom: black 1pt solid; text-align: justify; width: 86%">Annual Expenses (as a percentage of average net assets attributable to Shares)</td> <td style="width: 1%"> </td> <td style="width: 1%"> </td> <td id="xdx_492_20260729__20260729_zRpXQJc0FXWh" style="text-align: right; width: 10%"> </td> <td style="width: 2%"> </td></tr> <tr id="xdx_407_ecef--ManagementFeesPercent_dpn_zcLdk15hVqlf" style="vertical-align: bottom; background-color: white"> <td style="text-align: justify">Management Fees</td> <td> </td> <td> </td> <td style="text-align: right">1.90</td> <td>%</td></tr> <tr id="xdx_40A_ecef--DistributionServicingFeesPercent_dpn_zK1n6kD1M1z7" style="vertical-align: bottom; background-color: white"> <td style="text-align: justify">Shareholder Services Fees</td> <td> </td> <td> </td> <td style="text-align: right">0.15</td> <td>%</td></tr> <tr id="xdx_401_ecef--OtherAnnualExpensesPercent_dpn_zBsRxgLnPNsf" style="vertical-align: bottom; background-color: #CCEEFF"> <td style="text-align: justify">Other Expenses</td> <td> </td> <td> </td> <td style="text-align: right">1.23</td> <td>%</td></tr> <tr id="xdx_401_ecef--AcquiredFundFeesAndExpensesPercent_dpn_zu61CWBmHwW" style="vertical-align: bottom; background-color: white"> <td style="text-align: justify">Acquired Fund Fees and Expenses2</td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right">0.03</td> <td>%</td></tr> <tr id="xdx_407_ecef--TotalAnnualExpensesPercent_dpn_zqeRFKsCCwD7" style="vertical-align: bottom; background-color: #CCEEFF"> <td style="text-align: justify">Total Annual Fund Operating Expenses</td> <td> </td> <td> </td> <td style="text-align: right">3.31</td> <td>%</td></tr> <tr id="xdx_406_ecef--WaiversAndReimbursementsOfFeesPercent_dpn_zQbBPrgnLx2" style="vertical-align: bottom; background-color: #CCEEFF"> <td style="text-align: justify">Less Fee Waiver and/or Expense Limitation3</td> <td> </td> <td> </td> <td style="text-align: right">0.48</td> <td>%</td></tr> <tr id="xdx_40B_ecef--NetExpenseOverAssetsPercent_iT_dpn_zKNAnDPskCDl" style="vertical-align: bottom; background-color: #CCEEFF"> <td>Total Annual Fund Operating Expenses After Fee Waiver and/or Expense Limitation</td> <td> </td> <td style="border-bottom: black 1pt solid"> </td> <td style="border-bottom: black 1pt solid; text-align: right">2.83</td> <td>%</td></tr> </table> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; display: none; border-collapse: collapse; width: 100%"> <tr style="display: none; vertical-align: top; text-align: left"> <td id="xdx_F0A_zn3ASeAuNuGd" style="display: none; width: 5%">2</td> <td id="xdx_F17_zRVDEUMZD1u5" style="display: none; width: 95%">The Acquired Fund Fees and Expenses are the indirect costs of investing in other investment companies. The Operating Expenses in this fee table will not correlate to the expense ratio in the Fund’s financial highlights because the financial statements include only the direct Operating Expenses incurred by the Fund.</td></tr> <tr style="display: none; vertical-align: top; text-align: left"> <td id="xdx_F0A_zDkQhmzwyjgb" style="display: none">3</td> <td id="xdx_F15_zNi8XQoXYsOi" style="display: none">The Adviser has contractually agreed to waive its management fee and reimburse Fund expenses to the extent necessary so that the Fund’s total annual Operating Expenses (which exclude any taxes, interest, shareholder services fees pursuant to a shareholder services plan, brokerage commissions, acquired fund fees and expenses, and extraordinary expenses, such as litigation or reorganization costs, but inclusive of organizational costs and offering costs) do not exceed 2.65% of the Fund’s average daily net assets attributable to Class I Shares. The Adviser is entitled to seek reimbursement from the Fund of management fees waived and Fund expenses paid or reimbursed by the Adviser for a period ending three years after such waiver, payment, or reimbursement, provided the repayments do not cause the Fund’s Operating Expenses to exceed the expense limitation in place at the time the management fees were waived and the Fund expenses were paid or reimbursed, or any expense limitation in place at the time the Fund would repay the Adviser, whichever is lower. Unless the Board approves its earlier termination, this contractual expense limitation will remain in effect through July 31, 2027.</td></tr> </table> <div></div> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 7%"> </td> <td style="width: 3%">(2)</td> <td style="text-align: justify; width: 90%">The Acquired Fund Fees and Expenses are the indirect costs of investing in other investment companies. The Operating Expenses in this fee table will not correlate to the expense ratio in the Fund’s financial highlights because the financial statements include only the direct Operating Expenses incurred by the Fund. </td></tr> <tr style="vertical-align: top"> <td> </td> <td>(3)</td> <td style="text-align: justify">The Adviser has contractually agreed to waive its management fee and reimburse Fund expenses to the extent necessary so that the Fund’s total annual Operating Expenses (which exclude any taxes, interest, shareholder services fees pursuant to a shareholder services plan, brokerage commissions, acquired fund fees and expenses, and extraordinary expenses, such as litigation or reorganization costs, but inclusive of organizational costs and offering costs) do not exceed 2.65% of the Fund’s average daily net assets attributable to Class I Shares. The Adviser is entitled to seek reimbursement from the Fund of management fees waived and Fund expenses paid or reimbursed by the Adviser for a period ending three years after such waiver, payment, or reimbursement, provided the repayments do not cause the Fund’s Operating Expenses to exceed the expense limitation in place at the time the management fees were waived and the Fund expenses were paid or reimbursed, or any expense limitation in place at the time the Fund would repay the Adviser, whichever is lower. Unless the Board approves its earlier termination, this contractual expense limitation will remain in effect through July 31, 2027.</td></tr> </table> 0.0190 0.0015 0.0123 0.0003 0.0331 0.0048 0.0283 The Acquired Fund Fees and Expenses are the indirect costs of investing in other investment companies. The Operating Expenses in this fee table will not correlate to the expense ratio in the Fund’s financial highlights because the financial statements include only the direct Operating Expenses incurred by the Fund. Example The following examples are intended to help you compare the cost of investing in the Fund with the cost of investing in other funds. Each example assumes that you invest $1,000 in the Fund’s Shares, that your investment has a 5% annual return, and that all Fund dividends and distributions are reinvested in the Fund at NAV. Each example also assumes that the Fund’s Operating Expenses (as described and estimated above) remain the same, except that (i) each example considers the expense waiver and reimbursement described above through July 31, 2027, and (ii) each example reflects the reduction of Operating Expenses upon completion of recognition of organization and initial offering expenses. Although your actual costs may be higher or lower, based on these assumptions and assuming you hold all of your Shares at the end of each period, your costs would be: <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 27%; text-align: center">1 Year</td> <td style="width: 25%; text-align: center">3 Years</td> <td style="width: 25%; text-align: center">5 Years</td> <td style="width: 23%; text-align: center">10 Years</td></tr> <tr style="background-color: gainsboro"> <td id="xdx_980_ecef--ExpenseExampleYear01_c20260729__20260729__us-gaap--StatementClassOfStockAxis__custom--ClassSharesHoldMember_z5QVxRb2B256" style="vertical-align: bottom; text-align: center">$29</td> <td id="xdx_98B_ecef--ExpenseExampleYears1to3_c20260729__20260729__us-gaap--StatementClassOfStockAxis__custom--ClassSharesHoldMember_zvBzZEVoNb9a" style="vertical-align: bottom; text-align: center">$97</td> <td id="xdx_98B_ecef--ExpenseExampleYears1to5_c20260729__20260729__us-gaap--StatementClassOfStockAxis__custom--ClassSharesHoldMember_zX6XdQ6C4V9f" style="vertical-align: top; text-align: center">$169</td> <td id="xdx_987_ecef--ExpenseExampleYears1to10_c20260729__20260729__us-gaap--StatementClassOfStockAxis__custom--ClassSharesHoldMember_z4171m9gD4Dd" style="vertical-align: top; text-align: center">$357</td></tr> </table> If, at the end of each period, your Shares are repurchased in full by the Fund, your costs would be: <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: top"> <td style="width: 27%; text-align: center">1 Year</td> <td style="width: 25%; text-align: center">3 Years</td> <td style="width: 25%; text-align: center">5 Years</td> <td style="width: 23%; text-align: center">10 Years</td></tr> <tr style="vertical-align: top; background-color: gainsboro"> <td id="xdx_988_ecef--ExpenseExampleYear01_c20260729__20260729__us-gaap--StatementClassOfStockAxis__custom--ClassSharesRepurchaseMember_zbHkpZnMV5f1" style="text-align: center">$49</td> <td id="xdx_988_ecef--ExpenseExampleYears1to3_c20260729__20260729__us-gaap--StatementClassOfStockAxis__custom--ClassSharesRepurchaseMember_z3MFpRto5yl2" style="text-align: center">$97</td> <td id="xdx_981_ecef--ExpenseExampleYears1to5_c20260729__20260729__us-gaap--StatementClassOfStockAxis__custom--ClassSharesRepurchaseMember_zENyxnw76Yx6" style="text-align: center">$169</td> <td id="xdx_987_ecef--ExpenseExampleYears1to10_c20260729__20260729__us-gaap--StatementClassOfStockAxis__custom--ClassSharesRepurchaseMember_z9lWv28FEJnb" style="text-align: center">$357</td></tr> </table> These examples should not be considered representations of the Fund’s future expenses, and the Fund’s actual expenses may be greater or less than those shown. While the examples assume a 5% annual return, as the SEC requires, the Fund’s performance will vary and may result in an annual return greater or less than 5%. For a more complete description of the various fees and expenses borne directly and indirectly by the Fund, see “Fund Management – Investment Adviser and Management Contract” and “Fund Expenses.” 29 97 169 357 49 97 169 357

10.10

10.00

9.79

10.10

Investment Objective, Strategies, Policies, and Risks The Fund’s investment objective is to generate long-term capital appreciation primarily through an actively managed, diverse portfolio that exposes investors to private venture capital investments. The Fund is intended to offer all investors an opportunity to gain exposure to a broad range of venture capital investment opportunities typically only available to institutional investors and high-net-worth individuals. Investment Strategy To achieve its investment objective, the Fund will primarily invest in the equity securities of Portfolio Companies. Under normal circumstances, the Fund intends to invest at least 80% of its assets (net assets plus borrowings for investment purposes) in securities that provide exposure to private venture capital investments. Venture capital is characterized by equity investments in early- through growth-stage startup companies with high growth potential, often in the technology sectors. Companies financed by venture capital do not have positive cash flow at the time of investment. They may require several rounds of financing before the company can be sold privately or taken public. Traditionally, venture capital investments have come from accredited “angel” investors or venture capital firms, where accredited investors and institutions pool capital into a professionally managed fund that diversifies invested capital across a portfolio of companies. These venture capital funds are often privately offered and limited to institutions and high-net-worth individuals. The Fund seeks to provide retail investors with exposure to these investments. The Fund’s 80% investment policy is not fundamental and may be changed by the Board without shareholder approval upon at least a 60-day written notice to shareholders. The Adviser identifies potential investments through multiple sourcing channels including traditional venture scout networks, partnerships with other venture investment firms and ecosystem organization, and cultivating a pipeline of opportunities through Wendal®. Scout networks are experienced founders, industry insiders, and entrepreneurs who serve as the Fund’s extended eyes and ears in the startup ecosystem. The Fund also actively pursues opportunities in the secondary market, acquiring shares from founders, early employees, or other investors seeking liquidity before a public exit. Such transactions can carry unique risks, such as transfer restrictions, limited information, or pricing misalignment, which the Adviser addresses through careful legal, governance, and financial diligence. In addition to scout networks, the Adviser sources opportunities through close partnerships with other unaffiliated venture capital investors and trusted ecosystem organizations. These relationships expand the Adviser’s reach into regional startup hubs, accelerators, incubators, and industry groups, directing inbound opportunities from founders who might not otherwise have direct connections to institutional capital. The Adviser believes co-investing alongside other venture funds gives the Fund access to high-quality deals that have already attracted reputable lead investors, which seek to add an extra layer of validation. This collaborative network approach helps the Adviser see more of the total market and complement its proprietary sourcing channels with extended reach and shared insights. The Adviser’s proprietary diligence platform, Wendal® AI, combines artificial intelligence (“AI”), machine learning, and behavioral science to create a repeatable, data-driven screening process. Developed and maintained in-house by the Adviser’s innovation team including senior investment professionals, engineers, and behavioral researchers, Wendal has operated since 2019 and has analyzed over 12,000 startup opportunities to date. The Platform’s AI framework uses multiple structured modules to evaluate each potential Portfolio Company across quantitative, qualitative, and psychometric dimensions. Key elements of Wendal’s AI-driven diligence include: Automated Screening - the Platform collects and analyzes detailed company and team data through a secure web application, including financials, ownership, capital raised, growth metrics, and governance details, Behavioral Analysis - through TeamPrint and the Venture Mind Index™, Wendal applies industrial psychology to assess founder and team behavioral traits such as leadership, risk tolerance, decision-making style, and team cohesion, Machine Learning Model - Wendal continuously refines its algorithms using new data and insights derived from portfolio outcomes and historical performance benchmarks, and Valuation Appraisal and Accuracy Review - Wendal benchmarks deal terms and financial position and tests data quality to promote scoring integrity and consistency. Companies that apply are quantitatively scored across numerous factors considered relevant to early-stage success. Each company receives a composite score and star rating, and generally only the top ten percent of applicants are advanced for further evaluation by the Fund’s Portfolio Managers. The Adviser believes that Wendal’s AI and psychometric integration provide an additional layer of rigor and objectivity beyond traditional venture capital processes. The Platform’s behavioral modules have been independently tested for fairness across gender, race, and age, with TeamPrint demonstrating strong internal consistency. By combining automated data analytics, behavioral assessment, and machine learning, the Fund’s diligence framework seeks to identify promising teams and companies at scale while promoting consistent application of selection criteria. Limitations remain inherent in this approach. Companies must self-nominate by applying to Wendal to be evaluated, and the Platform cannot itself independently assess the commercial viability of a product or market strategy. For this reason, each investment opportunity that passes the initial AI screening is advanced to additional comprehensive due diligence in accordance with the Adviser’s due diligence policy. The investment team evaluates company fundamentals, market potential, product development, legal and compliance considerations, and cultural fit. Updates are presented to the Adviser’s Investment Committee, which provides additional oversight and comparative analysis. Portfolio Managers maintain independent authority to approve or decline investments, including opportunistic allocations outside the standard Wendal process, provided they align with the Fund’s overall investment policy and governance standards. By combining traditional sourcing, co-investor partnerships, and a proprietary AI-driven diligence platform, the Fund seeks to expand its access to high-quality, early-stage companies while maintaining a systematic and scalable approach to opportunity evaluation. The Adviser believes that this combined framework of AI technology, behavioral science, and human oversight differentiates the Fund’s process within the venture capital market. For liquidity management or in connection with the implementation of changes in asset allocation or when identifying private investments for the Fund during periods of large cash inflows (such as upon the Fund’s launch) or otherwise for temporary defensive purposes, the Fund may hold a substantial portion of its assets in cash or cash equivalents, U.S. government securities, publicly-traded equity securities, and exchange-traded funds. The Fund’s seeks to invest directly in select Portfolio Companies through privately negotiated equity stakes. The Fund generally invests in Portfolio Companies headquartered in North America (including the United States, Canada, and Mexico) across a range of industries, with a primary concentration in the technology sector and a secondary focus on the consumer products and consumer discretionary sectors. The Fund targets early-stage private companies, including venture-backed businesses in the pre-seed, seed, or early growth phases, and may participate in follow-on investment rounds as opportunities arise. The Fund’s typical approach is to invest as a minority shareholder and to rely on the Portfolio Company’s existing management and board of directors to operate the business. While the Fund does not expect to seek controlling interests or day-to-day operational authority, it may negotiate governance provisions, minority protections, or observer rights as appropriate for each investment. The Fund reserves the flexibility to participate in syndicated or co-investment structures alongside other venture capital investors and strategic partners, or to make direct investments independently. Initial investments in Portfolio Companies are generally expected to range between $250,000 and $1 million per company. The allocation of the Fund’s assets across strategies and regions will depend on the maturity and depth of the applicable venture markets and the Adviser’s assessment of potential risk-adjusted returns. The Fund intends to maintain a concentration (at least 25% of its assets) in the technology industry. The Fund may allocate a portion of assets, generally anticipated to be 10–15% of Fund assets, to the consumer products and consumer discretionary sectors. Consumer products includes companies that manufacture or sell physical goods intended for personal use, including food and beverage, health and wellness, household goods, apparel, and other consumer packaged goods. The Adviser defines the consumer discretionary sector as companies offering goods or services that are not essential but are desirable to consumers when income allows (e.g., specialty food and beverage, lifestyle products). The Fund generally expects to hold its Portfolio Company investments until a liquidity event occurs, such as an initial public offering, merger, or acquisition. However, the Fund may determine to exit a position prior to such an event or to continue holding securities for a period thereafter, depending on the Adviser’s ongoing assessment of the Portfolio Company’s prospects and prevailing market conditions. The Adviser monitors several KPIs to evaluate the Fund’s portfolio structure, risk profile, and alignment with its investment strategy. The following descriptions explain what each KPI measures, how it is calculated, and why it is useful. The Adviser reviews these KPIs on a regular basis. <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top"> <td style="width: 0.25in"></td><td style="width: 0.25in">-</td><td style="text-align: justify">Vintage diversification helps management assess how the portfolio is distributed across investment years and where each cohort sits within the typical venture “J-curve.” Management calculates vintage exposure by grouping investments according to the year of initial investment and reviewing each group’s share of total portfolio fair value. This provides insight into which vintages are contributing to value creation and which remain in earlier development phases.</td></tr></table> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top"> <td style="width: 0.25in"></td><td style="width: 0.25in">-</td><td style="text-align: justify">Stage exposure reflects how capital is allocated across pre-seed, seed, and early Series rounds. Management determines stage exposure by categorizing each portfolio company by its most recent financing stage and assessing the proportion of total portfolio fair value represented by each stage. This helps ensure alignment with the Fund’s early-stage mandate while maintaining diversification across company development levels.</td></tr></table> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top"> <td style="width: 0.25in"></td><td style="width: 0.25in">-</td><td style="text-align: justify">Top-holding concentration indicates how much of the Fund’s value is driven by its largest positions. Management evaluates this KPI by identifying the largest holdings—typically the top ten—and reviewing the percentage of total portfolio fair value they represent. This highlights whether performance may be influenced disproportionately by a limited number of companies.</td></tr></table> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top"> <td style="width: 0.25in"></td><td style="width: 0.25in">-</td><td style="text-align: justify">Number of portfolio holdings measures the breadth of diversification and is calculated by counting all positions with a non-zero fair value. A broader set of holdings helps reduce idiosyncratic risk and supports portfolio stability.</td></tr></table> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top"> <td style="width: 0.25in"></td><td style="width: 0.25in">-</td><td style="text-align: justify">Net capital flows help management plan liquidity and capital deployment. They are calculated by comparing total subscriptions to total repurchases during the period, providing insight into investor demand and cash needs.</td></tr></table> Principal Risks Investing in the Fund involves risks, including the risk that you may receive little or no return on your investment or lose part or all of your investment. Therefore, you should consider carefully the following principal risks before investing in the Fund. The risks described below are not intended to be a complete enumeration or explanation of all the risks involved in an investment in the Fund and the Shares. Prospective investors should read this entire Prospectus and consult with their advisers before deciding whether to invest in the Fund. The Shares are speculative and illiquid securities involving substantial risk of loss. An investment in the Fund is appropriate only for those investors who do not require a liquid investment, for whom an investment in the Fund does not constitute a complete investment program, and who fully understand and can assume the risks of an investment in the Fund. Risk Related to Our Business and Structure <p id="xdx_84E_ecef--RiskTextBlock_hcef--RiskAxis__custom--ClosedEndFundLimitedLiquidityOfSharesRepurchaseOffersRisksMember_dU_zCOU4npOrvbk" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Closed-End Fund; Limited Liquidity of Shares; Repurchase Offers Risks. The Fund is a diversified, closed-end management investment company designed for long-term investors. The Fund is neither a liquid investment nor a trading vehicle. You should not invest in the Fund if you need 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 daily. The Fund’s Shares are not listed for trading on any securities exchange and are not publicly traded. There is currently no secondary market for the Shares, and you should not rely on any secondary market developing for the Shares. Shares are subject to substantial restrictions on transferability. Although the Fund will be making quarterly offers to repurchase its Shares, each such offer is expected to be limited to no less than 5% of the Fund’s outstanding Shares); these offers may be oversubscribed, and there is no guarantee that you will be able to sell all of the Shares you desire in any quarterly 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. Shareholders must wait until the next repurchase offer to make another repurchase request. As a result, shareholders may be unable to liquidate all or a given percentage of their investment in the Fund during a repurchase offer. Some shareholders, in anticipation of a repurchase offer being oversubscribed and subject to proration, may tender more Shares than they wish to have repurchased in a particular quarterly period, thereby increasing the likelihood that proration will occur. A shareholder may be subject to market and other risks, and the NAV of Shares tendered in a repurchase offer may decline between the Repurchase Request Deadline and the date on which the NAV for tendered Shares is determined. Such fluctuations may be exacerbated by currency fluctuations (to the extent the Fund invests in assets denominated in foreign currencies) and other developments. In addition, the repurchase of Shares by the Fund may be a taxable event to shareholders. Additionally, these repurchase offers may be suspended or postponed in certain instances. See “Share Repurchases.” Quarterly repurchases by the Fund of its Shares typically will be funded from available cash. However, repurchase offers and the need to fund repurchase obligations may 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. In addition, the Fund may be required to sell portfolio securities (including at inopportune times) to satisfy repurchase requests, resulting in increased transaction costs that the Fund and its shareholders must bear. The sale of Fund assets to satisfy repurchase requests may also result in higher short-term capital gains for taxable shareholders. Furthermore, a diminution in the Fund’s size may limit the Fund’s ability to participate in new investment opportunities or achieve its investment objective. 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. Reliance on the Adviser. The Fund has no employees and instead depends on the Adviser’s investment expertise, skill, and network of business contacts. The Fund’s success depends to a significant extent on the continued service and coordination of the Adviser’s professionals. The departure of any of the Adviser’s professionals could adversely affect the Fund’s ability to achieve its investment objective. The Fund’s ability to achieve its investment objective depends on the Adviser’s ability to identify, analyze, invest in, and monitor companies and investments that meet the Fund’s investment criteria. The Adviser’s capabilities in structuring the investment process and providing competent, attentive, and efficient services to the Fund depend on employing investment professionals in an adequate number and sophistication to match the corresponding flow of transactions. To achieve the Fund’s investment objective, the 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 may be unable to find investment professionals promptly or at all. Failure to support the Fund’s investment process could adversely affect the Fund’s business, financial condition, and results of operations. The Adviser is not required to devote its full time to the business of the Fund, and there is no guarantee or requirement that any investment professional or other employee of the Adviser will allocate a substantial portion of their time to the Fund. Use of Technology. The Fund’s diligence and screening process relies in part on proprietary technology platforms, including Wendal® and TeamPrint. These tools perform analyses only on Portfolio Companies that choose to submit applications through the Platform, which may limit the overall pool of opportunities evaluated by the Fund. The effectiveness of Wendal and TeamPrint depends heavily on the accuracy, completeness, and integrity of the information provided by applicants. Incomplete, inaccurate, or misleading data may result in incorrect analyses or recommendations, which could affect the Fund’s investment decisions and performance. In addition, the Adviser’s significant use of these technology tools in its diligence process may limit the Fund’s flexibility to respond promptly to new information that the Platform does not capture or to market developments that arise outside the scope of the Platform’s data inputs. Like any software-based system, Wendal and TeamPrint are subject to potential coding errors, programming flaws, or logic defects that could impair their functionality. There is also a risk that unauthorized access, malware, or other cybersecurity incidents could disrupt the Adviser’s operations, compromise proprietary or sensitive information, or otherwise negatively affect the Fund. Algorithmic and Model Risk: Wendal and TeamPrint rely on algorithms and models that incorporate assumptions about human behavior, team dynamics, and market conditions. Despite efforts to ensure fairness and neutrality, these algorithms may contain inherent biases or may not fully capture the complexity and nuance of founder behavior, team performance, or market shifts. As market conditions, economic factors, or legal and regulatory frameworks evolve, the relationships among key data inputs may change, which could reduce the effectiveness of existing models and scoring frameworks. The design and validation of these technologies are based on historical data sets, which may not predict future outcomes with accuracy under different or changing conditions. There is a risk that Wendal and TeamPrint may underperform or produce less reliable results in new scenarios, leading to suboptimal investment recommendations or decisions for the Fund. Offering Risk. To the extent the Fund is not able to raise sufficient funds through the sale of Shares, 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. As a result, the Fund may be unable to achieve its investment objective, and an investor could lose some or all of the value of his or her investment in the Shares. In addition, because many of the Fund’s expenses are fixed, shareholders are expected to bear a larger proportionate share of Fund expenses if the Fund does not grow significantly. Use of Proceeds. The Adviser has significant flexibility in applying the proceeds of the continuous offering of the Fund’s Shares and may use the net proceeds from this offering in ways you do not agree with. There is no assurance that the Adviser will be able to successfully use the proceeds of this offering within a practicable period. The Adviser will also use the proceeds of this offering to pay the Operating Expenses, including due diligence expenses of potential new investments, which are substantial. These Fund expenses will lower the Fund’s returns. In addition, there is no guarantee that the Fund’s offering of Shares will be successful or that the Fund’s expense ratio will decline in future years. Although the Fund intends to invest the proceeds from the sale of the Shares offered hereby within three months of their receipt, such investments may be delayed if suitable investments are unavailable. Delays the Fund encounters in the selection, due diligence, and acquisition of investments would limit the Fund’s ability to pay distributions and lower overall returns. <p id="xdx_84D_ecef--RiskTextBlock_hcef--RiskAxis__custom--CompetitionForInvestmentOpportunitiesRiskMember_dU_zCp0SGTraES9" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Competition for Investment Opportunities Risk. The Fund will compete with other investment companies, investment funds (including private venture capital funds), and institutional investors in making private investments. Many of these competitors are substantially larger and have greater financial, technical, and marketing resources than the Fund. Some competitors may have a lower cost of capital and access to funding sources unavailable to the Fund. In addition, some competitors may have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of, or different structures for, private investments than the Fund. The Fund may lose investment opportunities if it cannot match its competitors’ pricing, terms, and structure. Furthermore, many competitors are not registered investment companies and are, thus, not subject to the regulatory restrictions imposed by the Investment Company Act on the Fund. As a result of this competition, the Fund may be unable to pursue attractive private investment opportunities from time to time. Investment funds that the Adviser (or an affiliate of the Adviser) may advise on in the future may invest in asset classes similar to those targeted by the Fund. As a result, the Adviser and/or its affiliates may face conflicts in allocating investment opportunities between the Fund and these other investment funds. For example, an investment opportunity suitable for multiple clients of the Adviser and its affiliates may not be shared among some or all such clients and affiliates due to the limited scale of the opportunity or other factors, including restrictions imposed by the Investment Company Act or the Fund. Should the Adviser (or an affiliate of the Adviser) advise other investment funds in the future that invest in asset classes similar to those targeted by the Fund, the Adviser intends to allocate investment opportunities to the Fund in a manner it deems to be fair and equitable over time. However, it is possible that over time, the Fund would not be able to participate in certain investments made by affiliated investment funds that it might otherwise have desired to participate in. Potential Reliance on Projections. In selecting and monitoring Fund investments, the Adviser will occasionally rely upon projections, forecasts, or estimates developed by the Adviser or by a Portfolio Company in which the Fund is invested or is considering investing in the Portfolio Company’s future performance and cash flow. Projections, forecasts, and estimates are forward-looking statements based on certain assumptions. Actual events are difficult to predict and beyond the Fund’s control and may differ materially from those assumed. Some important factors that could cause actual results to differ materially from those in any forward-looking statements include changes in interest rates and domestic and foreign business, market, financial, or legal conditions, among others. Accordingly, there can be no assurance that estimated returns or projections can be realized or that actual returns or results for the Fund or its investments will not be materially lower than those estimated or targeted. Affiliation Risk and Inability to Vote. The Fund may be precluded from investing in certain Portfolio Companies due to regulatory implications under the Investment Company Act or other laws, rules, or regulations or may be limited in the amount it can invest in the voting securities of a Portfolio Company in the size of the economic interest it can have in the company or fund, or the scope of influence it is permitted to have in respect of the management of the company or fund. Should the Fund be required to treat a Portfolio Company in which it has invested as an “affiliated person” under the Investment Company Act, it would impose various restrictions on the Fund’s dealings with the Portfolio Company. Moreover, these restrictions may arise due to investments by future clients of the Adviser or its affiliates in a Portfolio Company. These restrictions may be detrimental to the performance of the Fund compared to what it would be if these restrictions did not exist and could impact the universe of investable Portfolio Companies for the Fund. The fact that many Portfolio Companies may have a limited number of investors and a limited amount of outstanding equity heightens these risks. The Fund may be able to avoid a Portfolio Company being deemed an “affiliated person” of the Fund by owning less than 5% of the voting securities of such Portfolio Company. To limit its voting interest in a Portfolio Company, the Fund may enter into contractual arrangements under which it irrevocably waives its rights (if any) to vote its interests in the Portfolio Company. The Fund will not receive any consideration in return for entering into a voting waiver arrangement. These voting waiver arrangements may increase the ability of the Fund and other future clients of the Adviser to invest in certain Portfolio Companies. However, to the extent the Fund contractually forgoes the right to vote the securities of a Portfolio Company, the Fund will not be able to vote on matters that require the approval of such Portfolio Company’s investors, including matters where the Fund is disadvantaged by its inability to vote. There are, however, other statutory tests of affiliation (such as based on control) and, therefore, the prohibitions of the Investment Company Act concerning affiliated transactions could apply in certain situations where the Fund owns less than 5% of the voting securities of a Portfolio Company. If a Portfolio Company is deemed to be an “affiliated person” of the Fund, transactions between the Fund and such Portfolio Company may, among other things, potentially be subject to the prohibitions of Section 17 of the Investment Company Act notwithstanding that the Fund has entered into a voting waiver arrangement. Valuation Risk. The Fund is subject to valuation risk, which is the risk that one or more of the securities in which the Fund invests are valued and held on the Fund’s books at prices that the Fund is unable to obtain upon sale due to factors such as incomplete data, market instability, or human error. The Adviser may, but is not required to, use an independent pricing service or prices provided by dealers to value securities at their market value. Because the secondary markets for certain investments may be limited, such instruments may be difficult to value. When market quotations are unavailable, the Adviser may price such investments under various methodologies, such as computer-based analytical modeling or individual security evaluations. These methodologies generate approximations of market values, and there may be significant professional disagreement about the best methodology for a particular type of financial instrument or different methodologies that might be used under different circumstances. In the absence of an actual market transaction, reliance on such methodologies is essential but may introduce significant variances in the ultimate valuation of the Fund’s investments. Technological issues and/or errors by pricing services or other third-party service providers may also impact the Fund’s ability to value its investments and the calculation of the Fund’s NAV. When market quotations are not readily available or deemed inaccurate or unreliable, the Fund values its investments at fair value as determined in good faith under policies and procedures approved by the Board. Fair value is defined as the amount for which assets could be sold in an orderly disposition over a reasonable period, considering the asset’s nature. Fair value pricing may require inherently subjective and inexact determinations about the value of a security or other asset. As a result, there can be no assurance that fair value priced assets will not result in future adjustments to the prices of securities or other assets or that fair value pricing will reflect a price the Fund can obtain upon sale. The fair value determined for a security or other asset may be materially different from quoted or published prices, from the prices used by others for the same security or other asset, and/or from the value that actually could be or is realized upon the sale of that security or other asset. For example, the Fund’s NAV could be adversely affected if the Fund’s determinations regarding the fair value of the Fund’s investments were materially higher than the values that the Fund realizes upon the disposal of such investments. Where market quotations are not readily available, valuation may require more research than more liquid investments. In addition, elements of judgment may play a greater role in valuation in such cases than for investments with a more active secondary market because there is less reliable objective data available. A substantial portion of the Fund’s assets are expected to consist of securities of private companies for which there are no readily available market quotations. The information available in the marketplace for such companies, their securities, the status of their businesses, and financial conditions is often extremely limited, outdated, and difficult to confirm. The Fund values Such securities at fair value as determined pursuant to policies and procedures approved by the Board. In determining fair value, the Adviser must consider all appropriate factors relevant to the value and all value indicators available to the Fund. The determination of fair value necessarily involves judgment in evaluating this information to determine the price the Fund might expect to receive for the security upon its current sale. The issuer of the securities may often provide the most relevant information. Given the nature, timeliness, amount, and reliability of the issuer’s information, fair valuations may become more difficult and uncertain as such information is unavailable or outdated. The value at which the Fund’s investments can be liquidated may differ, sometimes significantly, from the valuations assigned by the Fund. In addition, the timing of liquidations may also affect the values obtained on liquidation. Securities held by the Fund may trade with bid-offer spreads that may be significant. In addition, the Fund will hold privately placed securities for which no public market exists. There can be no guarantee that the Fund’s investments could be realized at the Fund’s valuation of such investments. In addition, the Fund’s compliance with the asset diversification tests under the Code depends on the fair market values of the Fund’s assets, and, accordingly, a challenge to the valuations ascribed by the Fund could affect its ability to comply with those tests or require it to pay penalty taxes to cure a violation thereof. The Fund’s NAV is a critical component in several operational matters, including the computation of advisory and services fees and determining the price at which the Shares will be offered and at which a repurchase offer will be made. Consequently, variance in the valuation of the Fund’s investments will impact, positively or negatively, the fees and expenses shareholders will pay, the price a shareholder will receive in connection with a repurchase offer, and the number of Shares an investor will receive upon investing in the Fund. The Fund may need to liquidate certain investments, including illiquid investments, to repurchase Shares in connection with a repurchase offer. A subsequent decrease in the valuation of the Fund’s investments after a repurchase offer could potentially disadvantage remaining shareholders to benefit shareholders whose Shares were accepted for repurchase. Alternatively, a subsequent increase in the valuation of the Fund’s investments could potentially disadvantage shareholders whose Shares were accepted for repurchase to benefit remaining shareholders. Similarly, a subsequent decrease in the valuation of the Fund’s investments after a subscription could potentially disadvantage subscribing investors to the benefit of pre-existing shareholders, and a subsequent increase in the valuation of the Fund’s investments after a subscription could potentially disadvantage pre-existing shareholders to the benefit of subscribing investors. For more information regarding the Fund’s calculation of its NAV, see “Determination of Net Asset Value.” 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 Declaration of Trust authorizes it to issue unlimited Shares. The Board may make certain amendments to the Declaration of Trust. After an investor purchases Shares, the Fund expects to sell additional Shares or other classes of 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. Risks Related to Fund Investments Venture Capital Investing Risks. While venture capital investments offer the opportunity for significant gains, these investments also involve an extremely high degree of business and financial risk and can result in substantial losses. There generally will be little or no publicly available information regarding the status and prospects of Portfolio Companies. For example, Portfolio Companies will not be subject to SEC reporting requirements, will not be required to maintain accounting records in accordance with U.S. GAAP, and are generally not required to maintain effective internal controls over financial reporting. As a result, the Adviser may not have timely or accurate information about the business, financial condition, and results of operations of the Portfolio Companies in which the Fund invests. Many investment decisions by the Adviser will depend upon the ability to obtain relevant information from non-public sources, and the Adviser may be required to make decisions without complete information or in reliance upon information provided by third parties that is impossible or impracticable to verify. Portfolio Companies may have limited financial resources and may be unable to meet their obligations with their existing working capital, which may lead to equity financings, possibly at discounted valuations, in which the Fund’s holdings could be substantially diluted if the Fund does not or cannot participate, bankruptcy or liquidation and the reduction or loss of the Fund’s investment. Portfolio Companies are also more likely to depend on the management talents and efforts of a small group of persons; therefore, the death, disability, resignation, or termination of one or more of these persons could have a material adverse impact on a Portfolio Company and, in turn, on the Fund. At the time of the Fund’s investment, a Portfolio Company may lack one or more key attributes (e.g., proven technology, marketable product, complete management team, or strategic alliances) necessary for success. In most cases, investments will be long term and may require many years from the date of initial investment before disposition. The marketability and value of each Portfolio Company investment will depend upon many factors beyond the Adviser’s control. Portfolio Companies may have substantial variations in operating results from period to period, face intense competition, and experience failures or substantial declines in value at any stage. The public market for startup and emerging growth companies is extremely volatile. Such volatility may adversely affect the development of Portfolio Companies, the ability of the Fund to dispose of investments and the value of investment securities on the date of sale or distribution by the Fund. In particular, the receptiveness of the public market to initial public offerings by the Fund’s Portfolio Companies may vary dramatically from period to period. An otherwise successful Portfolio Company may yield poor investment returns if it cannot consummate an initial public offering at the proper time. Even if a Portfolio Company effects a successful public offering, the Portfolio Company’s securities may be subject to contractual “lock-up,” securities law, or other restrictions, which may, for a material period, prevent the Fund from disposing of such securities. Similarly, the receptiveness of potential acquirers to the Fund’s Portfolio Companies will vary over time, and even if a Portfolio Company investment is disposed of via a merger, consolidation, or similar transaction, the Fund’s stock, security, or other interests in the surviving entity may not be marketable. There can be no guarantee that any Portfolio Company investment will result in a liquidity event via public offering, merger, acquisition, or otherwise. The investments made by the Fund will be illiquid and difficult to value, and there will be little or no collateral to protect an investment once made. Following its initial investment in a given Portfolio Company, the Fund may decide to provide additional funds to such portfolio company or may have the opportunity or otherwise need to increase its investment in a Portfolio Company. There is no assurance that the Fund will have the opportunity to make follow-on investments, will make follow-on investments, or will have sufficient available funds to make follow-on investments. Any decision by the Fund not to make follow-on investments or its inability to make such investments may have a substantial negative effect on a Portfolio Company in need of such additional capital or may result in a lost opportunity for the Fund to increase its participation in a successful operation. Co-Investment Risk. It is anticipated that the Fund will co-invest in Portfolio Companies sourced by third-party investors unaffiliated with either the Fund or its affiliates, such as private venture capital funds. The Fund’s ability to realize a profit on such investments will be particularly reliant on the expertise of the lead investor in the transaction. To the extent that the lead investor in such a co-investment opportunity assumes control of the management of the Portfolio Company, the Fund will be reliant not only upon the lead investor’s ability to research, analyze, negotiate, and monitor such investments but also on the lead investor’s ability to successfully oversee the operation of the company’s business. The Fund’s ability to dispose of such investments is typically severely limited because the securities are unregistered and illiquid and by contractual restrictions that may preclude the Fund from selling such investments. Often, the Fund may exit such investment only in a transaction, such as an initial public offering or sale of the company, on terms arranged by the lead investor. Such investments may be subject to additional valuation risk, as the Fund’s ability to accurately determine the fair value of the investment may depend upon the receipt of information from the lead investor. The valuation assigned to such an investment by applying the Fund’s valuation procedures may differ from the valuation assigned to that investment by other co-investors. In some cases, the Fund may pay fees such as placement fees, management fees, administrative fees, and/or performance fees to venture capital fund sponsors in connection with a co-investment transaction in which the Fund participates, which fees would be in addition to the fees charged to the Fund by the Adviser and would be indirectly borne by investors in the Fund. Follow-On Investment Risk. The Fund’s investments in Portfolio Companies may require follow-on investments. The Fund may be required to provide follow-on funding for its Portfolio Companies or have the opportunity to make additional investments in such Portfolio Companies. There can be no assurance that the Fund will have sufficient funds to make such additional investments. Any decision by the Fund not to make follow-on investments or its inability to make them may have a negative impact on a Portfolio Company in need of such an investment, which could, in turn, have a negative effect on the Fund’s returns. To the extent the Fund does not participate in a follow-on investment (which may be due to a number of factors, including not having sufficient uncommitted capital reserves to make the investment or restrictions under the Investment Company Act), then the Fund’s interest in the Portfolio Company may be diluted or subordinated to the new capital being invested. Private Company Risks. Investments in start-up and growth-stage private companies (Portfolio Companies) involve greater risks than investments in shares of companies that have traded publicly on an exchange for extended periods. These investments may present significant opportunities for capital appreciation but involve a high degree of risk that may result in significant decreases in the value of these investments. The Fund may not be able to sell such investments when the Adviser deems it appropriate to do so because they are not publicly traded. As such, these investments are considered illiquid until a company’s public offering (which may never occur). They are often subject to additional contractual restrictions on resale following any public offering that may prevent the Fund from selling its shares of these companies for some time. Market conditions, developments within a company, investor perception, or regulatory decisions may adversely affect a late-stage Portfolio Company and delay or prevent such a company from offering its securities to the public. Even if a Portfolio Company does issue shares in an initial public offering, initial public offerings are risky and volatile. They may cause the value of the Fund’s investment to decrease significantly. In addition: <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top"> <td style="width: 0.25in"></td><td style="width: 0.25in">●</td><td style="text-align: justify">Complex Capital Structures. The types of private companies the Fund seeks to invest in frequently have much more complex capital structures than traditional publicly traded companies. They may have multiple classes of equity securities with differing rights, including rights concerning voting and distributions. In addition, it is often difficult to obtain information concerning private companies’ capital structures, and even where the Adviser can obtain such information, there can be no assurance that the information is complete or accurate. In certain cases, private companies may also have preferred stock or senior debt outstanding, which may heighten the risk of investing in the underlying equity of such private companies, particularly when the Adviser has limited information concerning such capital structures. There can be no assurance that the Fund can adequately evaluate the relative risks and benefits of investing in a particular class of a Portfolio Company’s equity securities. Any failure on the Adviser’s part to properly evaluate the relative rights and value of a class of securities in which the Fund invests could cause the Fund to lose part or all of its investment, which in turn could have a material and adverse effect on the Fund’s performance.</td></tr></table> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top"> <td style="width: 0.25in"></td><td style="width: 0.25in">●</td><td style="text-align: justify">Drag-Along Rights. The Portfolio Company securities the Fund acquires (or into which they are convertible) may be subject to drag-along rights, a standard term in a stock purchase agreement that permits a majority stockholder in a company to force minority stockholders to join in the sale of the company on the same price, terms, and conditions as any other seller in the sale. Such drag-along rights could permit other stockholders, under certain circumstances, to force the Fund to liquidate its position in a Portfolio Company at a specified price, which could be, in the Adviser’s opinion, inadequate or undesirable or even below the cost at which the Fund acquired the investment. In this event, the Fund could realize a loss or fail to realize a gain in an amount the Adviser deems appropriate for the investment. Accordingly, the Fund may not be able to realize gains from its investments, and any gains it does realize on the disposition of any investments may not be sufficient to offset any other losses it experiences.</td></tr></table> Concentration and Sector Focus Risks. The Fund will concentrate its investments in the technology industry and may focus its investments in securities of a particular sector, such as consumer discretionary. Economic, legislative, or regulatory developments may occur that significantly affect the industry or sector. This may cause the NAV to fluctuate more than that of a fund that does not focus on a particular industry or sector. <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top; text-align: justify"> <td style="width: 0.25in"></td><td style="width: 0.25in; text-align: left">●</td><td style="text-align: justify">Technology. Technology companies, including information technology, software, and technology hardware and equipment companies, face intense competition, both domestically and internationally, which may have an adverse effect on a company’s profit margins. Technology companies may have limited product lines, markets, financial resources, or personnel. The products of technology companies may face obsolescence due to rapid technological developments, frequent new product introduction, unpredictable changes in growth rates, aggressive pricing, changes in demand, and competition to attract and retain the services of qualified personnel. Companies in the technology sector are heavily dependent on patents and other intellectual property rights. A technology company’s loss or impairment of these rights may adversely affect the company’s profitability. Companies in the technology sector are facing increased government and regulatory scrutiny and may be subject to adverse government or regulatory action. The technology sector may also be adversely affected by changes or trends in commodity prices, which may be influenced or characterized by unpredictable factors. Companies in the application software industry, in particular, may also be negatively affected by the risk that subscription renewal rates for their products and services decline or fluctuate, leading to declining revenues. Companies in the systems software industry may be adversely affected by, among other things, actual or perceived security vulnerabilities in their products and services, which may result in individual or class action lawsuits, state or federal enforcement actions, and other remediation costs. Companies in the computer software industry may also be affected by the availability and price of computer software technology components.</td> </tr></table> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top; text-align: justify"> <td style="width: 0.25in"></td><td style="width: 0.25in; text-align: left">●</td><td style="text-align: justify">Consumer Products. The consumer products sector may be affected by changes in domestic and international economies, exchange, inflation, and interest rates, competition, consumer confidence, changes in demographics, supply chain integrity, and consumer preferences. Even companies that produce non-cyclical products (which are generally goods that are considered essential) depend heavily on disposable household income and consumer spending.</td> </tr></table> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top; text-align: justify"> <td style="width: 0.25in"></td><td style="width: 0.25in; text-align: left">●</td><td style="text-align: justify">Consumer Discretionary. The success of consumer product manufacturers and retailers is tied closely to the performance of domestic and international economies, interest rates, exchange rates, competition, consumer confidence, changes in demographics, and consumer preferences. Companies in the consumer discretionary sector depend heavily on disposable household income and consumer spending and may be strongly affected by social trends and marketing campaigns. These companies may be subject to severe competition, which may have an adverse impact on their profitability.</td> </tr></table> Publicly Traded Equity Securities Risk. Stock markets are volatile, and the prices of equity securities fluctuate based on changes in a company’s financial condition and overall market and economic conditions. Although common stocks have historically generated higher average total returns than fixed-income securities over the long term, common stocks also have experienced significantly more volatility in those returns and, in certain periods, have significantly underperformed relative to fixed-income securities. Common stocks of companies that operate in certain sectors or industries tend to experience greater volatility than companies that operate in other sectors or industries or the broader equity markets. An adverse event, such as an unfavorable earnings report, may depress the value of a particular common stock held by the Fund. A common stock may also decline due to factors that affect a particular industry or industries, such as labor shortages or increased production costs and competitive conditions within an industry. The value of a particular common stock held by the Fund may decline for a number of other reasons that directly relate to the issuer, such as management performance, financial leverage, the issuer’s historical and prospective earnings, the value of its assets, and reduced demand for its goods and services. Also, the prices of common stocks are sensitive to general movements in the stock market, and a drop in the stock market may depress the price of common stocks to which the Fund has exposure. Common stock prices fluctuate for several reasons, including changes in investors’ perceptions of the financial condition of an issuer or the general condition of the relevant stock market, or when political or economic events affecting the issuers occur. In addition, common stock prices may be particularly sensitive to rising interest rates as the cost of capital rises and borrowing costs increase. Common equity securities in which the Fund may invest are structurally subordinated to preferred stock, bonds, and other debt instruments in a company’s capital structure in terms of priority to corporate income and are, therefore, inherently more risky than preferred stock or debt instruments of such issuers. Exchange-Traded Fund Risk. The Fund may invest in ETFs as part of its principal investment strategies. ETFs are subject to investment advisory and other expenses, which will be indirectly paid by the Fund. As a result, your cost of investing in the Fund will be higher than the cost of investing directly in ETFs and may be higher than other funds that invest directly in stocks and bonds. ETFs are listed on national stock exchanges and are traded like stocks listed on an exchange. ETF shares may trade at a discount to or a premium above net asset value if there is a limited market in such shares. ETFs are also subject to brokerage and other trading costs, which could result in greater expenses to the Fund. Because the value of ETF shares depends on the demand in the market, the adviser or sub-adviser (as applicable) may not be able to liquidate the Fund’s holdings at the most optimal time, adversely affecting performance. Each ETF is subject to specific risks, depending on the nature of its investment strategy. These risks could include liquidity risk, sector risk and emerging market risk. In addition, ETFs that use derivatives may be subject to counterparty risk, liquidity risk, and other risks commonly associated with investments in derivatives. ETFs in which the Fund invests will not be able to replicate exactly the performance of the indices they track, if any, because the total return generated by the securities will be reduced by transaction costs incurred in adjusting the actual balance of the securities. In addition, the ETFs in which the Fund invests will incur expenses not incurred by their applicable indices. Certain securities comprising the indices tracked by the ETFs may, from time to time, temporarily be unavailable, which may further impede the ETFs’ ability to track their applicable indices. There is a risk that the underlying ETFs in which the Fund invests may terminate due to extraordinary events that may cause any of the service providers to the ETFs, such as the trustee or sponsor, to close or otherwise fail to perform their obligations to the ETF. Also, because the ETFs in which the Fund intends to invest may be granted licenses by agreement to use the indices as a basis for determining their compositions and/or otherwise to use certain trade names, the ETFs may terminate if such license agreements are terminated. In addition, an ETF may terminate if its entire net asset value falls below a certain amount. Although the Adviser believes that, in the event of the termination of an underlying ETF it will be able to invest instead in shares of an alternate ETF tracking the same market index or another market index with the same general market, there is no guarantee that shares of an alternate ETF would be available for investment at that time. <p id="xdx_849_ecef--RiskTextBlock_hcef--RiskAxis__custom--IlliquidInvestmentsAndRestrictedSecuritiesRiskMember_dU_zsinAvfp5Gt7" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Illiquid Investments and Restricted Securities Risk. The Fund may invest without limitation in illiquid or less liquid investments or investments for which no secondary market is readily available, or which are otherwise illiquid, including private placement securities. The Fund may not be able to readily dispose of such investments at prices that approximate those at which the Fund could sell such investments if they were more widely traded and, as a result of such illiquidity, the Fund may have to sell other investments or engage in borrowing transactions if necessary to raise cash to meet its obligations. Limited liquidity can also affect the market price of investments, thereby adversely affecting the Fund’s NAV and ability to make dividend distributions. In recent years, the financial markets have experienced periods of extreme secondary market supply and demand imbalance, resulting in a loss of liquidity during which market prices were suddenly and substantially below traditional measures of intrinsic value. Some investments could be sold only at arbitrary prices and with substantial losses during such periods. Periods of such market dislocation may occur again at any time. Restricted securities may not be sold to the public without an effective registration statement under the Securities Act, or that may be sold only in a privately negotiated transaction or under an exemption from registration. For example, Rule 144A under the Securities Act provides an exemption from the registration requirements of the Securities Act for the resale of certain restricted securities to qualified institutional buyers, such as the Fund. However, an insufficient number of qualified institutional buyers interested in purchasing the Rule 144A-eligible securities that the Fund holds could affect adversely the marketability of certain Rule 144A securities, and the Fund might be unable to dispose of such securities promptly or at reasonable prices. When registration is required to sell a security, the Fund may be obligated to pay all or part of the registration expenses and considerable time may pass before the Fund is permitted to sell a security under an effective registration statement. If adverse market conditions develop during this period, the Fund might obtain a less favorable price than the price that prevailed when the Fund decided to sell. The Fund may be unable to sell restricted and other illiquid investments at opportune times or prices. Minority Investor Risks. The Fund expects in most cases to be a minority investor when investing in Portfolio Companies and will not have the ability to control or influence the operations of such Portfolio Companies, nor will it have the right to remove the managers thereof. Rather, the Fund will rely on the existing management and boards of directors of such companies, which may include representatives of other unaffiliated investors whose interests may sometimes conflict with the Fund’s interests. The Fund could, therefore, be adversely affected by actions taken by management or any holders of a majority in interest of the Portfolio Companies in which it invests. Non-U.S. Investments Risk. Non-U.S. securities involve certain factors not typically associated with investing in U.S. securities, including risks relating to: (i) currency exchange matters, including fluctuations in the rate of exchange between the U.S. dollar and the various foreign currencies in which foreign investments are denominated, and costs associated with conversion of investment principal and income from one currency into another; (ii) inflation matters, including rapid fluctuations in inflation rates; (iii) differences between the U.S. and foreign securities markets, including potential price volatility in and relative liquidity of some foreign securities markets, the absence of uniform accounting, auditing and financial reporting standards, practices and disclosure requirements and the potential of less government supervision and regulation; (iv) economic, social and political risks, including potential exchange control regulations and restrictions on foreign investment and repatriation of capital, the risks of political, economic or social instability and the possibility of expropriation or confiscatory taxation; (v) the possible imposition of foreign taxes on income and gains recognized with respect to such securities; and (vi) difficulties in enforcing legal judgements in foreign courts. Laws and regulations of foreign countries may impose restrictions that would not exist in the United States and may require financing and structuring alternatives that differ significantly from those customarily used in the United States. No assurance can be given that a change in political or economic climate or particular legal or regulatory risks, including changes in regulations regarding foreign ownership of assets or repatriation of funds or changes in taxation, might not adversely affect an investment by the Fund. In addition, settlement and clearance procedures in certain foreign markets differ significantly from those in the United States. Foreign settlement and clearance procedures and trade regulations may also involve certain risks (such as delays in payment for or delivery of securities) not typically associated with settling U.S. investments. Communications between the United States and foreign countries may be unreliable, increasing the risk of delayed settlements or losses of security certificates in markets that still rely on physical settlement. If the Fund cannot settle or is delayed in settling a purchase of securities, it may miss attractive investment opportunities, and certain of its assets may be uninvested with no return earned thereon for some period. If the Fund cannot settle or is delayed in settling a sale of securities, it may lose money if the value of the security then declines, or if it has contracted to sell the security to another party, the Fund could be liable for any losses incurred. Foreign Currency Risk. Because the Fund may invest in securities denominated or quoted in currencies other than the U.S. dollar, changes in foreign currency exchange rates may affect the value of securities held by the Fund and the unrealized appreciation or depreciation of investments. Currencies of certain countries may be volatile and, therefore, affect the value of securities denominated in such currencies, which means that the Fund’s NAV could decline due to changes in the exchange rates between foreign currencies and the U.S. dollar. It is also possible that the Fund’s NAV could decline due to currency fluctuations between the date of tender and the repurchase pricing date if the Fund has invested a portion of its portfolio in foreign markets. The Adviser may, but is not required to, elect for the Fund to seek to protect itself from changes in currency exchange rates through hedging transactions depending on market conditions. In addition, certain countries, particularly emerging market countries, may impose foreign currency exchange controls or other restrictions on currency transferability, repatriation, or convertibility. Secondary Investments Risks. The Fund may acquire interests in Portfolio Companies from third-party holders of these interests in secondary transactions (“Secondary Investments”). In many cases, the economic, financial, and other information available to and used by the Adviser in selecting and structuring Secondary Investments may have been prepared by the sponsor of the Secondary Investment, may be incomplete or unreliable, and/or may not be verifiable by the Adviser. The Fund will also not have the opportunity to negotiate the terms of Secondary Investments, including any special rights or privileges. Valuation of Secondary Investments may be difficult because there will be no established market for such interests. Moreover, the purchase price of Secondary Investments will be subject to negotiation with the sellers of such interests. It may, in certain cases, include the Fund’s assumption of certain contingent liabilities. The Fund’s overall performance may depend in part on the accuracy of the information available to the Adviser, the acquisition price paid by the Fund for the Secondary Investments, the structure of such acquisitions, and the Fund’s ultimate exposure to any assumed liabilities. The Fund may have the opportunity to acquire a portfolio of Secondary Investments from a seller on an “all or nothing” basis. Certain of the Secondary Investments in the portfolio may be less attractive than others, and certain of the sponsors of such Secondary Investments may be more familiar to the Fund than others or may be more experienced or highly regarded. In such cases, it may not be possible for the Fund to carve out from such purchases those investments that the Adviser considers (for commercial, tax, legal, or other reasons) less attractive. When the Fund acquires an interest as a Secondary Investment, the Fund may acquire contingent liabilities associated with such interest. Specifically, where the seller has received distributions from the investment and, subsequently, that investment recalls any portion of such distributions, the Fund (as the purchaser of the interest to which such distributions are attributable) may be obligated to pay an amount equivalent to such distributions to such investment. While the Fund may be able, in turn, to make a claim against the seller of the interest for any monies so paid to the investment, there can be no assurance that the Fund would have such right or prevail in any such claim. The Fund may acquire Secondary Investments as a member of a purchasing syndicate, in which case the Fund may be exposed to additional risks, including (among other things): (i) counterparty risk, (ii) reputation risk, (iii) breach of confidentiality by a syndicate member, and (iv) execution risk. Due Diligence Risk. The Adviser seeks to conduct reasonable and appropriate analysis and due diligence concerning investment opportunities. Due diligence may entail the evaluation of important and complex business, financial, tax, accounting, environmental, and legal issues. Outside consultants, legal advisors, accountants, investment banks, and other third parties may be involved in the due diligence process to varying degrees depending on the type of investment and the costs the Fund bears. The involvement of third-party advisors or consultants may present several risks primarily relating to the Adviser’s reduced control of the outsourced functions. In addition, if the Adviser cannot engage third-party providers promptly, its ability to evaluate and acquire more complex targets could be adversely affected. When conducting due diligence and assessing an investment opportunity, the Adviser relies on available resources, including information provided by the management of Portfolio Companies and, in some circumstances, third-party investigations. When co-investing with other investors, the Adviser may rely on due diligence and information provided by co-investors. The Adviser’s due diligence process may not reveal all the facts that may be relevant in connection with an investment made by the Fund. In some cases, only limited information is available about a Portfolio Company in which the Adviser is considering an investment. There can be no assurance that the due diligence investigations undertaken by the Adviser will reveal or highlight all relevant facts (including fraud) that may be necessary or helpful in evaluating a particular investment opportunity, or that the Adviser’s due diligence will result in an investment being successful. In the event of fraud by any Portfolio Company or its management or affiliates, the Fund may suffer a partial or total loss of capital invested in that Portfolio Company. There can be no assurance that any such losses will be offset by gains (if any) realized on the Fund’s other investments. An additional concern is the possibility of material misrepresentation or omission on the part of the Fund investment or the seller of a Secondary Investment. Such inaccuracy or incompleteness may adversely affect the value of that investment. The Fund will rely upon the accuracy and completeness of representations made by Portfolio Companies, and/or their current or former owners or management, in the due diligence process to the extent reasonable when it makes its investments but cannot guarantee such accuracy or completeness. 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. Non-Principal Risks <p id="xdx_847_ecef--RiskTextBlock_hcef--RiskAxis__custom--LegalLitigationAndRegulatoryActionRiskMember_dU_z03zaBjGQer5" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Legal, Litigation, and Regulatory Action Risk. The Fund, the Adviser, and their affiliates are subject to several unusual risks, including changing laws and regulations, developing interpretations of them, and increased scrutiny by regulators and law enforcement authorities. Regulatory frameworks governing artificial intelligence and automated decision-making are evolving. Changes in regulations could impact the Adviser’s use of Wendal and TeamPrint, necessitating modifications to these tools that could be costly or result in interruptions in their use. These risks and their potential consequences are often difficult or impossible to predict, avoid, or mitigate in advance and might make some investments unavailable to the Fund. The effect on the Fund, the Adviser, or any affiliate of any such legal risk, litigation, or regulatory action could be substantial and adverse. In addition, any litigation may consume substantial amounts of the Adviser’s time and attention. That time and the devotion of resources to litigation may, at times, be disproportionate to the amounts at stake. Cyber Security Risk. With the increased use of technologies like the Internet to conduct business, the Fund and its service providers are susceptible to operational, information security, and related risks. In general, cyber incidents can result from deliberate attacks or unintentional events. Cyber-attacks include but are not limited to, gaining unauthorized access to digital systems (e.g., through “hacking” or malicious software coding) for misappropriating assets or sensitive information, corrupting data, or causing operational disruption. Cyber-attacks may also be carried out in a manner that does not require gaining unauthorized access, such as causing denial-of-service attacks on websites (i.e., efforts to make network services unavailable to intended users). Cyber security failures by or breaches of the Adviser or other Fund service providers (including, but not limited to, fund accountants, custodians, transfer agents, and administrators) and the issuers of securities in which the Fund invests have the ability to cause disruptions and impact business operations, potentially resulting in financial losses, interference with the Fund’s ability to calculate its NAV, impediments to trading, the inability of shareholders to transact business, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, or additional compliance costs. In addition, substantial costs may be incurred to prevent any cyber incidents in the future. While the Fund has established business continuity plans in the event of, and risk management systems to prevent, such cyber-attacks, there are inherent limitations in such plans and systems, including the possibility that certain risks have not been identified. Furthermore, the Fund cannot control the cyber security plans and systems put in place by service providers to the Fund and issuers in which the Fund invests. As a result, the Fund or its shareholders could be negatively impacted. Certain Fund service providers and third-party hosts, including the Fund’s Administrator, may process, store, and/or transmit information such as investors’ bank information, social security numbers, and other personally identifiable sensitive data that is submitted. The Fund has procedures and systems that it believes are reasonably designed to protect this sensitive information and prevent data losses and security breaches. However, these measures cannot provide absolute security. Any accidental or willful security breach or other unauthorized access could cause shareholders’ secure information to be stolen and used for criminal purposes, and shareholders would be subject to increased risk of fraud or identity theft. Because techniques used to obtain unauthorized access or sabotage systems change frequently and generally are not recognized until they are launched against a target, we, and the third-party hosting facilities we use may be unable to anticipate these techniques or implement adequate preventative measures. Any security breach, whether actual or perceived, could harm the Fund’s reputation, resulting in the potential loss of investors and adversely affecting the value of a shareholder’s investment in the Fund. Expedited Transactions. The Adviser may sometimes be required to perform investment analyses and make investment decisions expeditiously to take advantage of certain investment opportunities. In such cases, the information available to the Adviser at the time of an investment decision may be limited and the Adviser may not have access to detailed information regarding the investment opportunity, in each case, to an extent that may not otherwise be the case had the Adviser been afforded more time to evaluate the investment opportunity. Therefore, no assurance can be given that the Adviser will know all circumstances that may adversely affect an investment. <p id="xdx_84E_ecef--RiskTextBlock_hcef--RiskAxis__custom--IndemnificationOfFundInvestmentsManagersAndOthersMember_dU_z3PNbeq16Zhg" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Indemnification of Fund Investments, Managers, and Others. The Fund may agree to indemnify certain of its investments and their respective managers, officers, directors, and affiliates from any liability, damage, cost, or expense arising out of, among other things, acts or omissions undertaken in connection with the management of the particular company. Indemnification from the sellers of Secondary Investments may be required as a condition to purchasing such securities. If the Fund were required to make payments (or return distributions) for any such indemnity, the Fund could be materially adversely affected. <p id="xdx_84E_ecef--RiskTextBlock_hcef--RiskAxis__custom--ClosedEndFundLimitedLiquidityOfSharesRepurchaseOffersRisksMember_dU_zCOU4npOrvbk" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Closed-End Fund; Limited Liquidity of Shares; Repurchase Offers Risks. The Fund is a diversified, closed-end management investment company designed for long-term investors. The Fund is neither a liquid investment nor a trading vehicle. You should not invest in the Fund if you need 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 daily. The Fund’s Shares are not listed for trading on any securities exchange and are not publicly traded. There is currently no secondary market for the Shares, and you should not rely on any secondary market developing for the Shares. Shares are subject to substantial restrictions on transferability. Although the Fund will be making quarterly offers to repurchase its Shares, each such offer is expected to be limited to no less than 5% of the Fund’s outstanding Shares); these offers may be oversubscribed, and there is no guarantee that you will be able to sell all of the Shares you desire in any quarterly 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. Shareholders must wait until the next repurchase offer to make another repurchase request. As a result, shareholders may be unable to liquidate all or a given percentage of their investment in the Fund during a repurchase offer. Some shareholders, in anticipation of a repurchase offer being oversubscribed and subject to proration, may tender more Shares than they wish to have repurchased in a particular quarterly period, thereby increasing the likelihood that proration will occur. A shareholder may be subject to market and other risks, and the NAV of Shares tendered in a repurchase offer may decline between the Repurchase Request Deadline and the date on which the NAV for tendered Shares is determined. Such fluctuations may be exacerbated by currency fluctuations (to the extent the Fund invests in assets denominated in foreign currencies) and other developments. In addition, the repurchase of Shares by the Fund may be a taxable event to shareholders. Additionally, these repurchase offers may be suspended or postponed in certain instances. See “Share Repurchases.” Quarterly repurchases by the Fund of its Shares typically will be funded from available cash. However, repurchase offers and the need to fund repurchase obligations may 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. In addition, the Fund may be required to sell portfolio securities (including at inopportune times) to satisfy repurchase requests, resulting in increased transaction costs that the Fund and its shareholders must bear. The sale of Fund assets to satisfy repurchase requests may also result in higher short-term capital gains for taxable shareholders. Furthermore, a diminution in the Fund’s size may limit the Fund’s ability to participate in new investment opportunities or achieve its investment objective. 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. Reliance on the Adviser. The Fund has no employees and instead depends on the Adviser’s investment expertise, skill, and network of business contacts. The Fund’s success depends to a significant extent on the continued service and coordination of the Adviser’s professionals. The departure of any of the Adviser’s professionals could adversely affect the Fund’s ability to achieve its investment objective. The Fund’s ability to achieve its investment objective depends on the Adviser’s ability to identify, analyze, invest in, and monitor companies and investments that meet the Fund’s investment criteria. The Adviser’s capabilities in structuring the investment process and providing competent, attentive, and efficient services to the Fund depend on employing investment professionals in an adequate number and sophistication to match the corresponding flow of transactions. To achieve the Fund’s investment objective, the 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 may be unable to find investment professionals promptly or at all. Failure to support the Fund’s investment process could adversely affect the Fund’s business, financial condition, and results of operations. The Adviser is not required to devote its full time to the business of the Fund, and there is no guarantee or requirement that any investment professional or other employee of the Adviser will allocate a substantial portion of their time to the Fund. Use of Technology. The Fund’s diligence and screening process relies in part on proprietary technology platforms, including Wendal® and TeamPrint. These tools perform analyses only on Portfolio Companies that choose to submit applications through the Platform, which may limit the overall pool of opportunities evaluated by the Fund. The effectiveness of Wendal and TeamPrint depends heavily on the accuracy, completeness, and integrity of the information provided by applicants. Incomplete, inaccurate, or misleading data may result in incorrect analyses or recommendations, which could affect the Fund’s investment decisions and performance. In addition, the Adviser’s significant use of these technology tools in its diligence process may limit the Fund’s flexibility to respond promptly to new information that the Platform does not capture or to market developments that arise outside the scope of the Platform’s data inputs. Like any software-based system, Wendal and TeamPrint are subject to potential coding errors, programming flaws, or logic defects that could impair their functionality. There is also a risk that unauthorized access, malware, or other cybersecurity incidents could disrupt the Adviser’s operations, compromise proprietary or sensitive information, or otherwise negatively affect the Fund. Algorithmic and Model Risk: Wendal and TeamPrint rely on algorithms and models that incorporate assumptions about human behavior, team dynamics, and market conditions. Despite efforts to ensure fairness and neutrality, these algorithms may contain inherent biases or may not fully capture the complexity and nuance of founder behavior, team performance, or market shifts. As market conditions, economic factors, or legal and regulatory frameworks evolve, the relationships among key data inputs may change, which could reduce the effectiveness of existing models and scoring frameworks. The design and validation of these technologies are based on historical data sets, which may not predict future outcomes with accuracy under different or changing conditions. There is a risk that Wendal and TeamPrint may underperform or produce less reliable results in new scenarios, leading to suboptimal investment recommendations or decisions for the Fund. Offering Risk. To the extent the Fund is not able to raise sufficient funds through the sale of Shares, 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. As a result, the Fund may be unable to achieve its investment objective, and an investor could lose some or all of the value of his or her investment in the Shares. In addition, because many of the Fund’s expenses are fixed, shareholders are expected to bear a larger proportionate share of Fund expenses if the Fund does not grow significantly. Use of Proceeds. The Adviser has significant flexibility in applying the proceeds of the continuous offering of the Fund’s Shares and may use the net proceeds from this offering in ways you do not agree with. There is no assurance that the Adviser will be able to successfully use the proceeds of this offering within a practicable period. The Adviser will also use the proceeds of this offering to pay the Operating Expenses, including due diligence expenses of potential new investments, which are substantial. These Fund expenses will lower the Fund’s returns. In addition, there is no guarantee that the Fund’s offering of Shares will be successful or that the Fund’s expense ratio will decline in future years. Although the Fund intends to invest the proceeds from the sale of the Shares offered hereby within three months of their receipt, such investments may be delayed if suitable investments are unavailable. Delays the Fund encounters in the selection, due diligence, and acquisition of investments would limit the Fund’s ability to pay distributions and lower overall returns. <p id="xdx_84D_ecef--RiskTextBlock_hcef--RiskAxis__custom--CompetitionForInvestmentOpportunitiesRiskMember_dU_zCp0SGTraES9" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Competition for Investment Opportunities Risk. The Fund will compete with other investment companies, investment funds (including private venture capital funds), and institutional investors in making private investments. Many of these competitors are substantially larger and have greater financial, technical, and marketing resources than the Fund. Some competitors may have a lower cost of capital and access to funding sources unavailable to the Fund. In addition, some competitors may have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of, or different structures for, private investments than the Fund. The Fund may lose investment opportunities if it cannot match its competitors’ pricing, terms, and structure. Furthermore, many competitors are not registered investment companies and are, thus, not subject to the regulatory restrictions imposed by the Investment Company Act on the Fund. As a result of this competition, the Fund may be unable to pursue attractive private investment opportunities from time to time. Investment funds that the Adviser (or an affiliate of the Adviser) may advise on in the future may invest in asset classes similar to those targeted by the Fund. As a result, the Adviser and/or its affiliates may face conflicts in allocating investment opportunities between the Fund and these other investment funds. For example, an investment opportunity suitable for multiple clients of the Adviser and its affiliates may not be shared among some or all such clients and affiliates due to the limited scale of the opportunity or other factors, including restrictions imposed by the Investment Company Act or the Fund. Should the Adviser (or an affiliate of the Adviser) advise other investment funds in the future that invest in asset classes similar to those targeted by the Fund, the Adviser intends to allocate investment opportunities to the Fund in a manner it deems to be fair and equitable over time. However, it is possible that over time, the Fund would not be able to participate in certain investments made by affiliated investment funds that it might otherwise have desired to participate in. Potential Reliance on Projections. In selecting and monitoring Fund investments, the Adviser will occasionally rely upon projections, forecasts, or estimates developed by the Adviser or by a Portfolio Company in which the Fund is invested or is considering investing in the Portfolio Company’s future performance and cash flow. Projections, forecasts, and estimates are forward-looking statements based on certain assumptions. Actual events are difficult to predict and beyond the Fund’s control and may differ materially from those assumed. Some important factors that could cause actual results to differ materially from those in any forward-looking statements include changes in interest rates and domestic and foreign business, market, financial, or legal conditions, among others. Accordingly, there can be no assurance that estimated returns or projections can be realized or that actual returns or results for the Fund or its investments will not be materially lower than those estimated or targeted. Affiliation Risk and Inability to Vote. The Fund may be precluded from investing in certain Portfolio Companies due to regulatory implications under the Investment Company Act or other laws, rules, or regulations or may be limited in the amount it can invest in the voting securities of a Portfolio Company in the size of the economic interest it can have in the company or fund, or the scope of influence it is permitted to have in respect of the management of the company or fund. Should the Fund be required to treat a Portfolio Company in which it has invested as an “affiliated person” under the Investment Company Act, it would impose various restrictions on the Fund’s dealings with the Portfolio Company. Moreover, these restrictions may arise due to investments by future clients of the Adviser or its affiliates in a Portfolio Company. These restrictions may be detrimental to the performance of the Fund compared to what it would be if these restrictions did not exist and could impact the universe of investable Portfolio Companies for the Fund. The fact that many Portfolio Companies may have a limited number of investors and a limited amount of outstanding equity heightens these risks. The Fund may be able to avoid a Portfolio Company being deemed an “affiliated person” of the Fund by owning less than 5% of the voting securities of such Portfolio Company. To limit its voting interest in a Portfolio Company, the Fund may enter into contractual arrangements under which it irrevocably waives its rights (if any) to vote its interests in the Portfolio Company. The Fund will not receive any consideration in return for entering into a voting waiver arrangement. These voting waiver arrangements may increase the ability of the Fund and other future clients of the Adviser to invest in certain Portfolio Companies. However, to the extent the Fund contractually forgoes the right to vote the securities of a Portfolio Company, the Fund will not be able to vote on matters that require the approval of such Portfolio Company’s investors, including matters where the Fund is disadvantaged by its inability to vote. There are, however, other statutory tests of affiliation (such as based on control) and, therefore, the prohibitions of the Investment Company Act concerning affiliated transactions could apply in certain situations where the Fund owns less than 5% of the voting securities of a Portfolio Company. If a Portfolio Company is deemed to be an “affiliated person” of the Fund, transactions between the Fund and such Portfolio Company may, among other things, potentially be subject to the prohibitions of Section 17 of the Investment Company Act notwithstanding that the Fund has entered into a voting waiver arrangement. Valuation Risk. The Fund is subject to valuation risk, which is the risk that one or more of the securities in which the Fund invests are valued and held on the Fund’s books at prices that the Fund is unable to obtain upon sale due to factors such as incomplete data, market instability, or human error. The Adviser may, but is not required to, use an independent pricing service or prices provided by dealers to value securities at their market value. Because the secondary markets for certain investments may be limited, such instruments may be difficult to value. When market quotations are unavailable, the Adviser may price such investments under various methodologies, such as computer-based analytical modeling or individual security evaluations. These methodologies generate approximations of market values, and there may be significant professional disagreement about the best methodology for a particular type of financial instrument or different methodologies that might be used under different circumstances. In the absence of an actual market transaction, reliance on such methodologies is essential but may introduce significant variances in the ultimate valuation of the Fund’s investments. Technological issues and/or errors by pricing services or other third-party service providers may also impact the Fund’s ability to value its investments and the calculation of the Fund’s NAV. When market quotations are not readily available or deemed inaccurate or unreliable, the Fund values its investments at fair value as determined in good faith under policies and procedures approved by the Board. Fair value is defined as the amount for which assets could be sold in an orderly disposition over a reasonable period, considering the asset’s nature. Fair value pricing may require inherently subjective and inexact determinations about the value of a security or other asset. As a result, there can be no assurance that fair value priced assets will not result in future adjustments to the prices of securities or other assets or that fair value pricing will reflect a price the Fund can obtain upon sale. The fair value determined for a security or other asset may be materially different from quoted or published prices, from the prices used by others for the same security or other asset, and/or from the value that actually could be or is realized upon the sale of that security or other asset. For example, the Fund’s NAV could be adversely affected if the Fund’s determinations regarding the fair value of the Fund’s investments were materially higher than the values that the Fund realizes upon the disposal of such investments. Where market quotations are not readily available, valuation may require more research than more liquid investments. In addition, elements of judgment may play a greater role in valuation in such cases than for investments with a more active secondary market because there is less reliable objective data available. A substantial portion of the Fund’s assets are expected to consist of securities of private companies for which there are no readily available market quotations. The information available in the marketplace for such companies, their securities, the status of their businesses, and financial conditions is often extremely limited, outdated, and difficult to confirm. The Fund values Such securities at fair value as determined pursuant to policies and procedures approved by the Board. In determining fair value, the Adviser must consider all appropriate factors relevant to the value and all value indicators available to the Fund. The determination of fair value necessarily involves judgment in evaluating this information to determine the price the Fund might expect to receive for the security upon its current sale. The issuer of the securities may often provide the most relevant information. Given the nature, timeliness, amount, and reliability of the issuer’s information, fair valuations may become more difficult and uncertain as such information is unavailable or outdated. The value at which the Fund’s investments can be liquidated may differ, sometimes significantly, from the valuations assigned by the Fund. In addition, the timing of liquidations may also affect the values obtained on liquidation. Securities held by the Fund may trade with bid-offer spreads that may be significant. In addition, the Fund will hold privately placed securities for which no public market exists. There can be no guarantee that the Fund’s investments could be realized at the Fund’s valuation of such investments. In addition, the Fund’s compliance with the asset diversification tests under the Code depends on the fair market values of the Fund’s assets, and, accordingly, a challenge to the valuations ascribed by the Fund could affect its ability to comply with those tests or require it to pay penalty taxes to cure a violation thereof. The Fund’s NAV is a critical component in several operational matters, including the computation of advisory and services fees and determining the price at which the Shares will be offered and at which a repurchase offer will be made. Consequently, variance in the valuation of the Fund’s investments will impact, positively or negatively, the fees and expenses shareholders will pay, the price a shareholder will receive in connection with a repurchase offer, and the number of Shares an investor will receive upon investing in the Fund. The Fund may need to liquidate certain investments, including illiquid investments, to repurchase Shares in connection with a repurchase offer. A subsequent decrease in the valuation of the Fund’s investments after a repurchase offer could potentially disadvantage remaining shareholders to benefit shareholders whose Shares were accepted for repurchase. Alternatively, a subsequent increase in the valuation of the Fund’s investments could potentially disadvantage shareholders whose Shares were accepted for repurchase to benefit remaining shareholders. Similarly, a subsequent decrease in the valuation of the Fund’s investments after a subscription could potentially disadvantage subscribing investors to the benefit of pre-existing shareholders, and a subsequent increase in the valuation of the Fund’s investments after a subscription could potentially disadvantage pre-existing shareholders to the benefit of subscribing investors. For more information regarding the Fund’s calculation of its NAV, see “Determination of Net Asset Value.” 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 Declaration of Trust authorizes it to issue unlimited Shares. The Board may make certain amendments to the Declaration of Trust. After an investor purchases Shares, the Fund expects to sell additional Shares or other classes of 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. Venture Capital Investing Risks. While venture capital investments offer the opportunity for significant gains, these investments also involve an extremely high degree of business and financial risk and can result in substantial losses. There generally will be little or no publicly available information regarding the status and prospects of Portfolio Companies. For example, Portfolio Companies will not be subject to SEC reporting requirements, will not be required to maintain accounting records in accordance with U.S. GAAP, and are generally not required to maintain effective internal controls over financial reporting. As a result, the Adviser may not have timely or accurate information about the business, financial condition, and results of operations of the Portfolio Companies in which the Fund invests. Many investment decisions by the Adviser will depend upon the ability to obtain relevant information from non-public sources, and the Adviser may be required to make decisions without complete information or in reliance upon information provided by third parties that is impossible or impracticable to verify. Portfolio Companies may have limited financial resources and may be unable to meet their obligations with their existing working capital, which may lead to equity financings, possibly at discounted valuations, in which the Fund’s holdings could be substantially diluted if the Fund does not or cannot participate, bankruptcy or liquidation and the reduction or loss of the Fund’s investment. Portfolio Companies are also more likely to depend on the management talents and efforts of a small group of persons; therefore, the death, disability, resignation, or termination of one or more of these persons could have a material adverse impact on a Portfolio Company and, in turn, on the Fund. At the time of the Fund’s investment, a Portfolio Company may lack one or more key attributes (e.g., proven technology, marketable product, complete management team, or strategic alliances) necessary for success. In most cases, investments will be long term and may require many years from the date of initial investment before disposition. The marketability and value of each Portfolio Company investment will depend upon many factors beyond the Adviser’s control. Portfolio Companies may have substantial variations in operating results from period to period, face intense competition, and experience failures or substantial declines in value at any stage. The public market for startup and emerging growth companies is extremely volatile. Such volatility may adversely affect the development of Portfolio Companies, the ability of the Fund to dispose of investments and the value of investment securities on the date of sale or distribution by the Fund. In particular, the receptiveness of the public market to initial public offerings by the Fund’s Portfolio Companies may vary dramatically from period to period. An otherwise successful Portfolio Company may yield poor investment returns if it cannot consummate an initial public offering at the proper time. Even if a Portfolio Company effects a successful public offering, the Portfolio Company’s securities may be subject to contractual “lock-up,” securities law, or other restrictions, which may, for a material period, prevent the Fund from disposing of such securities. Similarly, the receptiveness of potential acquirers to the Fund’s Portfolio Companies will vary over time, and even if a Portfolio Company investment is disposed of via a merger, consolidation, or similar transaction, the Fund’s stock, security, or other interests in the surviving entity may not be marketable. There can be no guarantee that any Portfolio Company investment will result in a liquidity event via public offering, merger, acquisition, or otherwise. The investments made by the Fund will be illiquid and difficult to value, and there will be little or no collateral to protect an investment once made. Following its initial investment in a given Portfolio Company, the Fund may decide to provide additional funds to such portfolio company or may have the opportunity or otherwise need to increase its investment in a Portfolio Company. There is no assurance that the Fund will have the opportunity to make follow-on investments, will make follow-on investments, or will have sufficient available funds to make follow-on investments. Any decision by the Fund not to make follow-on investments or its inability to make such investments may have a substantial negative effect on a Portfolio Company in need of such additional capital or may result in a lost opportunity for the Fund to increase its participation in a successful operation. Co-Investment Risk. It is anticipated that the Fund will co-invest in Portfolio Companies sourced by third-party investors unaffiliated with either the Fund or its affiliates, such as private venture capital funds. The Fund’s ability to realize a profit on such investments will be particularly reliant on the expertise of the lead investor in the transaction. To the extent that the lead investor in such a co-investment opportunity assumes control of the management of the Portfolio Company, the Fund will be reliant not only upon the lead investor’s ability to research, analyze, negotiate, and monitor such investments but also on the lead investor’s ability to successfully oversee the operation of the company’s business. The Fund’s ability to dispose of such investments is typically severely limited because the securities are unregistered and illiquid and by contractual restrictions that may preclude the Fund from selling such investments. Often, the Fund may exit such investment only in a transaction, such as an initial public offering or sale of the company, on terms arranged by the lead investor. Such investments may be subject to additional valuation risk, as the Fund’s ability to accurately determine the fair value of the investment may depend upon the receipt of information from the lead investor. The valuation assigned to such an investment by applying the Fund’s valuation procedures may differ from the valuation assigned to that investment by other co-investors. In some cases, the Fund may pay fees such as placement fees, management fees, administrative fees, and/or performance fees to venture capital fund sponsors in connection with a co-investment transaction in which the Fund participates, which fees would be in addition to the fees charged to the Fund by the Adviser and would be indirectly borne by investors in the Fund. Follow-On Investment Risk. The Fund’s investments in Portfolio Companies may require follow-on investments. The Fund may be required to provide follow-on funding for its Portfolio Companies or have the opportunity to make additional investments in such Portfolio Companies. There can be no assurance that the Fund will have sufficient funds to make such additional investments. Any decision by the Fund not to make follow-on investments or its inability to make them may have a negative impact on a Portfolio Company in need of such an investment, which could, in turn, have a negative effect on the Fund’s returns. To the extent the Fund does not participate in a follow-on investment (which may be due to a number of factors, including not having sufficient uncommitted capital reserves to make the investment or restrictions under the Investment Company Act), then the Fund’s interest in the Portfolio Company may be diluted or subordinated to the new capital being invested. Private Company Risks. Investments in start-up and growth-stage private companies (Portfolio Companies) involve greater risks than investments in shares of companies that have traded publicly on an exchange for extended periods. These investments may present significant opportunities for capital appreciation but involve a high degree of risk that may result in significant decreases in the value of these investments. The Fund may not be able to sell such investments when the Adviser deems it appropriate to do so because they are not publicly traded. As such, these investments are considered illiquid until a company’s public offering (which may never occur). They are often subject to additional contractual restrictions on resale following any public offering that may prevent the Fund from selling its shares of these companies for some time. Market conditions, developments within a company, investor perception, or regulatory decisions may adversely affect a late-stage Portfolio Company and delay or prevent such a company from offering its securities to the public. Even if a Portfolio Company does issue shares in an initial public offering, initial public offerings are risky and volatile. They may cause the value of the Fund’s investment to decrease significantly. In addition: <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top"> <td style="width: 0.25in"></td><td style="width: 0.25in">●</td><td style="text-align: justify">Complex Capital Structures. The types of private companies the Fund seeks to invest in frequently have much more complex capital structures than traditional publicly traded companies. They may have multiple classes of equity securities with differing rights, including rights concerning voting and distributions. In addition, it is often difficult to obtain information concerning private companies’ capital structures, and even where the Adviser can obtain such information, there can be no assurance that the information is complete or accurate. In certain cases, private companies may also have preferred stock or senior debt outstanding, which may heighten the risk of investing in the underlying equity of such private companies, particularly when the Adviser has limited information concerning such capital structures. There can be no assurance that the Fund can adequately evaluate the relative risks and benefits of investing in a particular class of a Portfolio Company’s equity securities. Any failure on the Adviser’s part to properly evaluate the relative rights and value of a class of securities in which the Fund invests could cause the Fund to lose part or all of its investment, which in turn could have a material and adverse effect on the Fund’s performance.</td></tr></table> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top"> <td style="width: 0.25in"></td><td style="width: 0.25in">●</td><td style="text-align: justify">Drag-Along Rights. The Portfolio Company securities the Fund acquires (or into which they are convertible) may be subject to drag-along rights, a standard term in a stock purchase agreement that permits a majority stockholder in a company to force minority stockholders to join in the sale of the company on the same price, terms, and conditions as any other seller in the sale. Such drag-along rights could permit other stockholders, under certain circumstances, to force the Fund to liquidate its position in a Portfolio Company at a specified price, which could be, in the Adviser’s opinion, inadequate or undesirable or even below the cost at which the Fund acquired the investment. In this event, the Fund could realize a loss or fail to realize a gain in an amount the Adviser deems appropriate for the investment. Accordingly, the Fund may not be able to realize gains from its investments, and any gains it does realize on the disposition of any investments may not be sufficient to offset any other losses it experiences.</td></tr></table> Concentration and Sector Focus Risks. The Fund will concentrate its investments in the technology industry and may focus its investments in securities of a particular sector, such as consumer discretionary. Economic, legislative, or regulatory developments may occur that significantly affect the industry or sector. This may cause the NAV to fluctuate more than that of a fund that does not focus on a particular industry or sector. <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top; text-align: justify"> <td style="width: 0.25in"></td><td style="width: 0.25in; text-align: left">●</td><td style="text-align: justify">Technology. Technology companies, including information technology, software, and technology hardware and equipment companies, face intense competition, both domestically and internationally, which may have an adverse effect on a company’s profit margins. Technology companies may have limited product lines, markets, financial resources, or personnel. The products of technology companies may face obsolescence due to rapid technological developments, frequent new product introduction, unpredictable changes in growth rates, aggressive pricing, changes in demand, and competition to attract and retain the services of qualified personnel. Companies in the technology sector are heavily dependent on patents and other intellectual property rights. A technology company’s loss or impairment of these rights may adversely affect the company’s profitability. Companies in the technology sector are facing increased government and regulatory scrutiny and may be subject to adverse government or regulatory action. The technology sector may also be adversely affected by changes or trends in commodity prices, which may be influenced or characterized by unpredictable factors. Companies in the application software industry, in particular, may also be negatively affected by the risk that subscription renewal rates for their products and services decline or fluctuate, leading to declining revenues. Companies in the systems software industry may be adversely affected by, among other things, actual or perceived security vulnerabilities in their products and services, which may result in individual or class action lawsuits, state or federal enforcement actions, and other remediation costs. Companies in the computer software industry may also be affected by the availability and price of computer software technology components.</td> </tr></table> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top; text-align: justify"> <td style="width: 0.25in"></td><td style="width: 0.25in; text-align: left">●</td><td style="text-align: justify">Consumer Products. The consumer products sector may be affected by changes in domestic and international economies, exchange, inflation, and interest rates, competition, consumer confidence, changes in demographics, supply chain integrity, and consumer preferences. Even companies that produce non-cyclical products (which are generally goods that are considered essential) depend heavily on disposable household income and consumer spending.</td> </tr></table> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%; margin-top: 0pt; margin-bottom: 0pt"><tr style="vertical-align: top; text-align: justify"> <td style="width: 0.25in"></td><td style="width: 0.25in; text-align: left">●</td><td style="text-align: justify">Consumer Discretionary. The success of consumer product manufacturers and retailers is tied closely to the performance of domestic and international economies, interest rates, exchange rates, competition, consumer confidence, changes in demographics, and consumer preferences. Companies in the consumer discretionary sector depend heavily on disposable household income and consumer spending and may be strongly affected by social trends and marketing campaigns. These companies may be subject to severe competition, which may have an adverse impact on their profitability.</td> </tr></table> Publicly Traded Equity Securities Risk. Stock markets are volatile, and the prices of equity securities fluctuate based on changes in a company’s financial condition and overall market and economic conditions. Although common stocks have historically generated higher average total returns than fixed-income securities over the long term, common stocks also have experienced significantly more volatility in those returns and, in certain periods, have significantly underperformed relative to fixed-income securities. Common stocks of companies that operate in certain sectors or industries tend to experience greater volatility than companies that operate in other sectors or industries or the broader equity markets. An adverse event, such as an unfavorable earnings report, may depress the value of a particular common stock held by the Fund. A common stock may also decline due to factors that affect a particular industry or industries, such as labor shortages or increased production costs and competitive conditions within an industry. The value of a particular common stock held by the Fund may decline for a number of other reasons that directly relate to the issuer, such as management performance, financial leverage, the issuer’s historical and prospective earnings, the value of its assets, and reduced demand for its goods and services. Also, the prices of common stocks are sensitive to general movements in the stock market, and a drop in the stock market may depress the price of common stocks to which the Fund has exposure. Common stock prices fluctuate for several reasons, including changes in investors’ perceptions of the financial condition of an issuer or the general condition of the relevant stock market, or when political or economic events affecting the issuers occur. In addition, common stock prices may be particularly sensitive to rising interest rates as the cost of capital rises and borrowing costs increase. Common equity securities in which the Fund may invest are structurally subordinated to preferred stock, bonds, and other debt instruments in a company’s capital structure in terms of priority to corporate income and are, therefore, inherently more risky than preferred stock or debt instruments of such issuers. Exchange-Traded Fund Risk. The Fund may invest in ETFs as part of its principal investment strategies. ETFs are subject to investment advisory and other expenses, which will be indirectly paid by the Fund. As a result, your cost of investing in the Fund will be higher than the cost of investing directly in ETFs and may be higher than other funds that invest directly in stocks and bonds. ETFs are listed on national stock exchanges and are traded like stocks listed on an exchange. ETF shares may trade at a discount to or a premium above net asset value if there is a limited market in such shares. ETFs are also subject to brokerage and other trading costs, which could result in greater expenses to the Fund. Because the value of ETF shares depends on the demand in the market, the adviser or sub-adviser (as applicable) may not be able to liquidate the Fund’s holdings at the most optimal time, adversely affecting performance. Each ETF is subject to specific risks, depending on the nature of its investment strategy. These risks could include liquidity risk, sector risk and emerging market risk. In addition, ETFs that use derivatives may be subject to counterparty risk, liquidity risk, and other risks commonly associated with investments in derivatives. ETFs in which the Fund invests will not be able to replicate exactly the performance of the indices they track, if any, because the total return generated by the securities will be reduced by transaction costs incurred in adjusting the actual balance of the securities. In addition, the ETFs in which the Fund invests will incur expenses not incurred by their applicable indices. Certain securities comprising the indices tracked by the ETFs may, from time to time, temporarily be unavailable, which may further impede the ETFs’ ability to track their applicable indices. There is a risk that the underlying ETFs in which the Fund invests may terminate due to extraordinary events that may cause any of the service providers to the ETFs, such as the trustee or sponsor, to close or otherwise fail to perform their obligations to the ETF. Also, because the ETFs in which the Fund intends to invest may be granted licenses by agreement to use the indices as a basis for determining their compositions and/or otherwise to use certain trade names, the ETFs may terminate if such license agreements are terminated. In addition, an ETF may terminate if its entire net asset value falls below a certain amount. Although the Adviser believes that, in the event of the termination of an underlying ETF it will be able to invest instead in shares of an alternate ETF tracking the same market index or another market index with the same general market, there is no guarantee that shares of an alternate ETF would be available for investment at that time. <p id="xdx_849_ecef--RiskTextBlock_hcef--RiskAxis__custom--IlliquidInvestmentsAndRestrictedSecuritiesRiskMember_dU_zsinAvfp5Gt7" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Illiquid Investments and Restricted Securities Risk. The Fund may invest without limitation in illiquid or less liquid investments or investments for which no secondary market is readily available, or which are otherwise illiquid, including private placement securities. The Fund may not be able to readily dispose of such investments at prices that approximate those at which the Fund could sell such investments if they were more widely traded and, as a result of such illiquidity, the Fund may have to sell other investments or engage in borrowing transactions if necessary to raise cash to meet its obligations. Limited liquidity can also affect the market price of investments, thereby adversely affecting the Fund’s NAV and ability to make dividend distributions. In recent years, the financial markets have experienced periods of extreme secondary market supply and demand imbalance, resulting in a loss of liquidity during which market prices were suddenly and substantially below traditional measures of intrinsic value. Some investments could be sold only at arbitrary prices and with substantial losses during such periods. Periods of such market dislocation may occur again at any time. Restricted securities may not be sold to the public without an effective registration statement under the Securities Act, or that may be sold only in a privately negotiated transaction or under an exemption from registration. For example, Rule 144A under the Securities Act provides an exemption from the registration requirements of the Securities Act for the resale of certain restricted securities to qualified institutional buyers, such as the Fund. However, an insufficient number of qualified institutional buyers interested in purchasing the Rule 144A-eligible securities that the Fund holds could affect adversely the marketability of certain Rule 144A securities, and the Fund might be unable to dispose of such securities promptly or at reasonable prices. When registration is required to sell a security, the Fund may be obligated to pay all or part of the registration expenses and considerable time may pass before the Fund is permitted to sell a security under an effective registration statement. If adverse market conditions develop during this period, the Fund might obtain a less favorable price than the price that prevailed when the Fund decided to sell. The Fund may be unable to sell restricted and other illiquid investments at opportune times or prices. Minority Investor Risks. The Fund expects in most cases to be a minority investor when investing in Portfolio Companies and will not have the ability to control or influence the operations of such Portfolio Companies, nor will it have the right to remove the managers thereof. Rather, the Fund will rely on the existing management and boards of directors of such companies, which may include representatives of other unaffiliated investors whose interests may sometimes conflict with the Fund’s interests. The Fund could, therefore, be adversely affected by actions taken by management or any holders of a majority in interest of the Portfolio Companies in which it invests. Non-U.S. Investments Risk. Non-U.S. securities involve certain factors not typically associated with investing in U.S. securities, including risks relating to: (i) currency exchange matters, including fluctuations in the rate of exchange between the U.S. dollar and the various foreign currencies in which foreign investments are denominated, and costs associated with conversion of investment principal and income from one currency into another; (ii) inflation matters, including rapid fluctuations in inflation rates; (iii) differences between the U.S. and foreign securities markets, including potential price volatility in and relative liquidity of some foreign securities markets, the absence of uniform accounting, auditing and financial reporting standards, practices and disclosure requirements and the potential of less government supervision and regulation; (iv) economic, social and political risks, including potential exchange control regulations and restrictions on foreign investment and repatriation of capital, the risks of political, economic or social instability and the possibility of expropriation or confiscatory taxation; (v) the possible imposition of foreign taxes on income and gains recognized with respect to such securities; and (vi) difficulties in enforcing legal judgements in foreign courts. Laws and regulations of foreign countries may impose restrictions that would not exist in the United States and may require financing and structuring alternatives that differ significantly from those customarily used in the United States. No assurance can be given that a change in political or economic climate or particular legal or regulatory risks, including changes in regulations regarding foreign ownership of assets or repatriation of funds or changes in taxation, might not adversely affect an investment by the Fund. In addition, settlement and clearance procedures in certain foreign markets differ significantly from those in the United States. Foreign settlement and clearance procedures and trade regulations may also involve certain risks (such as delays in payment for or delivery of securities) not typically associated with settling U.S. investments. Communications between the United States and foreign countries may be unreliable, increasing the risk of delayed settlements or losses of security certificates in markets that still rely on physical settlement. If the Fund cannot settle or is delayed in settling a purchase of securities, it may miss attractive investment opportunities, and certain of its assets may be uninvested with no return earned thereon for some period. If the Fund cannot settle or is delayed in settling a sale of securities, it may lose money if the value of the security then declines, or if it has contracted to sell the security to another party, the Fund could be liable for any losses incurred. Foreign Currency Risk. Because the Fund may invest in securities denominated or quoted in currencies other than the U.S. dollar, changes in foreign currency exchange rates may affect the value of securities held by the Fund and the unrealized appreciation or depreciation of investments. Currencies of certain countries may be volatile and, therefore, affect the value of securities denominated in such currencies, which means that the Fund’s NAV could decline due to changes in the exchange rates between foreign currencies and the U.S. dollar. It is also possible that the Fund’s NAV could decline due to currency fluctuations between the date of tender and the repurchase pricing date if the Fund has invested a portion of its portfolio in foreign markets. The Adviser may, but is not required to, elect for the Fund to seek to protect itself from changes in currency exchange rates through hedging transactions depending on market conditions. In addition, certain countries, particularly emerging market countries, may impose foreign currency exchange controls or other restrictions on currency transferability, repatriation, or convertibility. Secondary Investments Risks. The Fund may acquire interests in Portfolio Companies from third-party holders of these interests in secondary transactions (“Secondary Investments”). In many cases, the economic, financial, and other information available to and used by the Adviser in selecting and structuring Secondary Investments may have been prepared by the sponsor of the Secondary Investment, may be incomplete or unreliable, and/or may not be verifiable by the Adviser. The Fund will also not have the opportunity to negotiate the terms of Secondary Investments, including any special rights or privileges. Valuation of Secondary Investments may be difficult because there will be no established market for such interests. Moreover, the purchase price of Secondary Investments will be subject to negotiation with the sellers of such interests. It may, in certain cases, include the Fund’s assumption of certain contingent liabilities. The Fund’s overall performance may depend in part on the accuracy of the information available to the Adviser, the acquisition price paid by the Fund for the Secondary Investments, the structure of such acquisitions, and the Fund’s ultimate exposure to any assumed liabilities. The Fund may have the opportunity to acquire a portfolio of Secondary Investments from a seller on an “all or nothing” basis. Certain of the Secondary Investments in the portfolio may be less attractive than others, and certain of the sponsors of such Secondary Investments may be more familiar to the Fund than others or may be more experienced or highly regarded. In such cases, it may not be possible for the Fund to carve out from such purchases those investments that the Adviser considers (for commercial, tax, legal, or other reasons) less attractive. When the Fund acquires an interest as a Secondary Investment, the Fund may acquire contingent liabilities associated with such interest. Specifically, where the seller has received distributions from the investment and, subsequently, that investment recalls any portion of such distributions, the Fund (as the purchaser of the interest to which such distributions are attributable) may be obligated to pay an amount equivalent to such distributions to such investment. While the Fund may be able, in turn, to make a claim against the seller of the interest for any monies so paid to the investment, there can be no assurance that the Fund would have such right or prevail in any such claim. The Fund may acquire Secondary Investments as a member of a purchasing syndicate, in which case the Fund may be exposed to additional risks, including (among other things): (i) counterparty risk, (ii) reputation risk, (iii) breach of confidentiality by a syndicate member, and (iv) execution risk. Due Diligence Risk. The Adviser seeks to conduct reasonable and appropriate analysis and due diligence concerning investment opportunities. Due diligence may entail the evaluation of important and complex business, financial, tax, accounting, environmental, and legal issues. Outside consultants, legal advisors, accountants, investment banks, and other third parties may be involved in the due diligence process to varying degrees depending on the type of investment and the costs the Fund bears. The involvement of third-party advisors or consultants may present several risks primarily relating to the Adviser’s reduced control of the outsourced functions. In addition, if the Adviser cannot engage third-party providers promptly, its ability to evaluate and acquire more complex targets could be adversely affected. When conducting due diligence and assessing an investment opportunity, the Adviser relies on available resources, including information provided by the management of Portfolio Companies and, in some circumstances, third-party investigations. When co-investing with other investors, the Adviser may rely on due diligence and information provided by co-investors. The Adviser’s due diligence process may not reveal all the facts that may be relevant in connection with an investment made by the Fund. In some cases, only limited information is available about a Portfolio Company in which the Adviser is considering an investment. There can be no assurance that the due diligence investigations undertaken by the Adviser will reveal or highlight all relevant facts (including fraud) that may be necessary or helpful in evaluating a particular investment opportunity, or that the Adviser’s due diligence will result in an investment being successful. In the event of fraud by any Portfolio Company or its management or affiliates, the Fund may suffer a partial or total loss of capital invested in that Portfolio Company. There can be no assurance that any such losses will be offset by gains (if any) realized on the Fund’s other investments. An additional concern is the possibility of material misrepresentation or omission on the part of the Fund investment or the seller of a Secondary Investment. Such inaccuracy or incompleteness may adversely affect the value of that investment. The Fund will rely upon the accuracy and completeness of representations made by Portfolio Companies, and/or their current or former owners or management, in the due diligence process to the extent reasonable when it makes its investments but cannot guarantee such accuracy or completeness. 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. <p id="xdx_847_ecef--RiskTextBlock_hcef--RiskAxis__custom--LegalLitigationAndRegulatoryActionRiskMember_dU_z03zaBjGQer5" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Legal, Litigation, and Regulatory Action Risk. The Fund, the Adviser, and their affiliates are subject to several unusual risks, including changing laws and regulations, developing interpretations of them, and increased scrutiny by regulators and law enforcement authorities. Regulatory frameworks governing artificial intelligence and automated decision-making are evolving. Changes in regulations could impact the Adviser’s use of Wendal and TeamPrint, necessitating modifications to these tools that could be costly or result in interruptions in their use. These risks and their potential consequences are often difficult or impossible to predict, avoid, or mitigate in advance and might make some investments unavailable to the Fund. The effect on the Fund, the Adviser, or any affiliate of any such legal risk, litigation, or regulatory action could be substantial and adverse. In addition, any litigation may consume substantial amounts of the Adviser’s time and attention. That time and the devotion of resources to litigation may, at times, be disproportionate to the amounts at stake. Cyber Security Risk. With the increased use of technologies like the Internet to conduct business, the Fund and its service providers are susceptible to operational, information security, and related risks. In general, cyber incidents can result from deliberate attacks or unintentional events. Cyber-attacks include but are not limited to, gaining unauthorized access to digital systems (e.g., through “hacking” or malicious software coding) for misappropriating assets or sensitive information, corrupting data, or causing operational disruption. Cyber-attacks may also be carried out in a manner that does not require gaining unauthorized access, such as causing denial-of-service attacks on websites (i.e., efforts to make network services unavailable to intended users). Cyber security failures by or breaches of the Adviser or other Fund service providers (including, but not limited to, fund accountants, custodians, transfer agents, and administrators) and the issuers of securities in which the Fund invests have the ability to cause disruptions and impact business operations, potentially resulting in financial losses, interference with the Fund’s ability to calculate its NAV, impediments to trading, the inability of shareholders to transact business, violations of applicable privacy and other laws, regulatory fines, penalties, reputational damage, reimbursement or other compensation costs, or additional compliance costs. In addition, substantial costs may be incurred to prevent any cyber incidents in the future. While the Fund has established business continuity plans in the event of, and risk management systems to prevent, such cyber-attacks, there are inherent limitations in such plans and systems, including the possibility that certain risks have not been identified. Furthermore, the Fund cannot control the cyber security plans and systems put in place by service providers to the Fund and issuers in which the Fund invests. As a result, the Fund or its shareholders could be negatively impacted. Certain Fund service providers and third-party hosts, including the Fund’s Administrator, may process, store, and/or transmit information such as investors’ bank information, social security numbers, and other personally identifiable sensitive data that is submitted. The Fund has procedures and systems that it believes are reasonably designed to protect this sensitive information and prevent data losses and security breaches. However, these measures cannot provide absolute security. Any accidental or willful security breach or other unauthorized access could cause shareholders’ secure information to be stolen and used for criminal purposes, and shareholders would be subject to increased risk of fraud or identity theft. Because techniques used to obtain unauthorized access or sabotage systems change frequently and generally are not recognized until they are launched against a target, we, and the third-party hosting facilities we use may be unable to anticipate these techniques or implement adequate preventative measures. Any security breach, whether actual or perceived, could harm the Fund’s reputation, resulting in the potential loss of investors and adversely affecting the value of a shareholder’s investment in the Fund. Expedited Transactions. The Adviser may sometimes be required to perform investment analyses and make investment decisions expeditiously to take advantage of certain investment opportunities. In such cases, the information available to the Adviser at the time of an investment decision may be limited and the Adviser may not have access to detailed information regarding the investment opportunity, in each case, to an extent that may not otherwise be the case had the Adviser been afforded more time to evaluate the investment opportunity. Therefore, no assurance can be given that the Adviser will know all circumstances that may adversely affect an investment. <p id="xdx_84E_ecef--RiskTextBlock_hcef--RiskAxis__custom--IndemnificationOfFundInvestmentsManagersAndOthersMember_dU_z3PNbeq16Zhg" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt 0; text-align: justify">Indemnification of Fund Investments, Managers, and Others. The Fund may agree to indemnify certain of its investments and their respective managers, officers, directors, and affiliates from any liability, damage, cost, or expense arising out of, among other things, acts or omissions undertaken in connection with the management of the particular company. Indemnification from the sellers of Secondary Investments may be required as a condition to purchasing such securities. If the Fund were required to make payments (or return distributions) for any such indemnity, the Fund could be materially adversely affected. Description of the Fund and its Shares The Fund is a statutory trust organized under the laws of the State of Delaware. The Fund’s Declaration of Trust provides that the Trustees of the Fund may authorize separate classes of shares of beneficial interest. The Fund is authorized to issue an unlimited number of Shares. The Fund does not intend to hold annual meetings of its shareholders. The Declaration of Trust, filed with the SEC, permits the Fund to issue unlimited full and fractional Shares of beneficial interest, no par value. Each share of the Fund represents an equal proportionate interest in the assets of the Fund with each other share in the Fund. Holders of Shares will be entitled to the payment of dividends when, as and if declared by the Board. The Fund intends to distribute dividends to its shareholders after payment of Operating Expenses, including interest on outstanding borrowings, if any, no less frequently than quarterly. Unless the registered owner of Shares elects to receive cash, all dividends declared on Shares will be automatically reinvested for shareholders in additional Shares. See “Dividend Reinvestment Plan.” The Investment Company Act may limit the payment of dividends to the holders of Shares. Each whole share shall be entitled to one vote as to matters on which it is entitled to vote under the terms of the Declaration of Trust on file with the SEC. Upon liquidation of the Fund, after paying or adequately providing for the payment of all liabilities of the Fund, and upon receipt of such releases, indemnities, and refunding agreements as they deem necessary for their protection, the Trustees may distribute the remaining assets of the Fund among its shareholders. The Shares are not liable for further calls or assessments by the Fund. There are no pre-emptive rights associated with the Shares. The Declaration of Trust provides that the Fund’s shareholders are not liable for any liabilities of the Fund. Although shareholders of an unincorporated statutory trust established under Delaware law, in certain limited circumstances, may be held personally liable for the obligations of the Fund as though they were general partners, the provisions of the Declaration of Trust described in the preceding sentence make the likelihood of such personal liability remote. The Fund has adopted a Shareholder Services Plan (the “Shareholder Services Plan”) on behalf of its Class I shares that allows it to make payments to financial intermediaries and other service providers for shareholder servicing and maintenance of shareholder accounts that are held in omnibus or networked accounts or a similar arrangement with a financial intermediary. These shareholder servicing and maintenance fees may not exceed 0.15% per year of the Fund’s average daily net assets for the Class’s shares and may not be used to pay for any services in connection with the distribution and sale of such shares. The Fund will not issue share certificates. The Transfer Agent will maintain an account for each shareholder upon which the registration of Shares is recorded, and transfers, permitted only in rare circumstances, such as death or bona fide gift, will be reflected by bookkeeping entry without physical delivery. Transfer Agent will require that a shareholder provide requests in writing, accompanied by a valid signature guarantee form, when changing certain information in an account, such as wiring instructions or telephone privileges. A 2.00% early repurchase fee payable to the Fund applies to Shares tendered to and repurchased by the Fund within the first 365 days the shareholder held the shares. Shares held for over 365 days are not subject to any repurchase fee. The Acquired Fund Fees and Expenses are the indirect costs of investing in other investment companies. The Operating Expenses in this fee table will not correlate to the expense ratio in the Fund’s financial highlights because the financial statements include only the direct Operating Expenses incurred by the Fund. The Adviser has contractually agreed to waive its management fee and reimburse Fund expenses to the extent necessary so that the Fund’s total annual Operating Expenses (which exclude any taxes, interest, shareholder services fees pursuant to a shareholder services plan, brokerage commissions, acquired fund fees and expenses, and extraordinary expenses, such as litigation or reorganization costs, but inclusive of organizational costs and offering costs) do not exceed 2.65% of the Fund’s average daily net assets attributable to Class I Shares. The Adviser is entitled to seek reimbursement from the Fund of management fees waived and Fund expenses paid or reimbursed by the Adviser for a period ending three years after such waiver, payment, or reimbursement, provided the repayments do not cause the Fund’s Operating Expenses to exceed the expense limitation in place at the time the management fees were waived and the Fund expenses were paid or reimbursed, or any expense limitation in place at the time the Fund would repay the Adviser, whichever is lower. Unless the Board approves its earlier termination, this contractual expense limitation will remain in effect through July 31, 2027. For a share outstanding during the initial period from October 3, 2024 (Commencement of Operations) through March 31, 2025.