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No 0001588474 false N-2 N-2 true true 27 true Infinity Core Alternative Fund 235 West Galena Street Milwaukee WI 53212 414 299-2270 Ann Maurer 235 West Galena Street Milwaukee WI 53212 false true false false false false false true 2026-07-31 false false false false false false true false false false false false <div> <table cellpadding="0" style="border-collapse:collapse;width:100%;font:10pt Times New Roman, Times, Serif;border-spacing:0px"> <tr style="vertical-align:bottom"> <td style="font:bold 10pt Times New Roman, Times, Serif;border-bottom:Black 1pt solid">TRANSACTION EXPENSES:</td> <td style="font-size:10pt;padding-bottom:1pt"> </td> <td colspan="2" style="font-size:10pt"> </td> <td style="padding-bottom:1pt;font-size:10pt"> </td> </tr> <tr style="vertical-align:bottom;background-color:rgb(204,238,255)"> <td style="width:86%;font:10pt Times New Roman, Times, Serif;text-align:left"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">Maximum Sales Charge (Load) (<span style="font-size:10pt;font-family:Times New Roman">as a percentage of subscription amount</span>) ⁽¹⁾</span></td> <td style="width:2%;font:10pt Times New Roman, Times, Serif"> </td> <td style="width:1%;font:10pt Times New Roman, Times, Serif;text-align:left"> </td> <td style="width:10%;font:10pt Times New Roman, Times, Serif;text-align:right">3.00</td> <td style="width:1%;font:10pt Times New Roman, Times, Serif;text-align:left">%</td> </tr> <tr style="vertical-align:bottom;background-color:White"> <td style="font:10pt Times New Roman, Times, Serif;text-align:left">Maximum Early Repurchase Fee (as a percentage of repurchased amount)</td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:right"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">None</span></td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left"> </td> </tr> </table> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <table cellpadding="0" style="font:10pt Times New Roman, Times, Serif;width:100%;border-spacing:0px"> <tr style="vertical-align:top"> <td style="width:0.25in"> </td> <td style="width:0.25in"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">(1)</span></td> <td><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">Investors may be charged a sales charge of up to 3.00% of the subscription amount.</span></td> </tr> </table> </div> <span style="font-size:10pt;font-family:Times New Roman">as a percentage of subscription amount</span> 0.03 0 <table cellpadding="0" style="border-collapse:collapse;width:100%;font:10pt Times New Roman, Times, Serif;border-spacing:0px"> <tr style="vertical-align:bottom"> <td style="font:italic 10pt Times New Roman, Times, Serif;border-bottom:Black 1pt solid"> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"><strong>ANNUAL EXPENSES:</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"><strong>(<i>AS A PERCENTAGE OF NET ASSETS ATTRIBUTABLE TO SHARES</i>) </strong>⁽²⁾</p> </td> <td style="font-size:10pt;padding-bottom:1pt"> </td> <td colspan="2" style="font-size:10pt;text-align:right"> </td> <td style="padding-bottom:1pt;font-size:10pt"> </td> </tr> <tr style="vertical-align:bottom;background-color:rgb(204,238,255)"> <td style="width:86%;font:10pt Times New Roman, Times, Serif;text-align:left"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">Management Fee ⁽³⁾</span></td> <td style="width:2%;font:10pt Times New Roman, Times, Serif"> </td> <td style="width:1%;font:10pt Times New Roman, Times, Serif;text-align:left"> </td> <td style="width:10%;font:10pt Times New Roman, Times, Serif;text-align:right">1.25</td> <td style="width:1%;font:10pt Times New Roman, Times, Serif;text-align:left">%</td> </tr> <tr style="vertical-align:bottom;background-color:White"> <td style="padding-left:0.125in;font:10pt Times New Roman, Times, Serif;text-align:left"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">Fees and Interest Payments on Borrowed Funds ⁽⁴⁾</span></td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:right">0.08</td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left">%</td> </tr> <tr style="vertical-align:bottom;background-color:rgb(204,238,255)"> <td style="font:10pt Times New Roman, Times, Serif;text-align:left"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">Other Expenses ⁽⁵⁾</span></td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:right">0.39</td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left">%</td> </tr> <tr style="vertical-align:bottom;background-color:White"> <td style="font:10pt Times New Roman, Times, Serif;text-align:left"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">Acquired Fund Fees and Expenses ⁽⁶⁾</span></td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:right">22.96</td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left">%</td> </tr> <tr style="vertical-align:bottom;background-color:rgb(204,238,255)"> <td style="font:10pt Times New Roman, Times, Serif;text-align:left"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">Total Annual Expenses ⁽⁷⁾</span></td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:right">24.68</td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left">%</td> </tr> <tr style="vertical-align:bottom;background-color:White"> <td style="padding-left:0.125in;font:10pt Times New Roman, Times, Serif;text-align:left"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">Less: Amount Paid or Absorbed Under Expense Limitation and Reimbursement Agreement ^{(7), (8)}</span></td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:right">0.12</td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left">%</td> </tr> <tr style="vertical-align:bottom;background-color:rgb(204,238,255)"> <td style="font:10pt Times New Roman, Times, Serif;text-align:left"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">Net Annual Expenses ⁽⁷⁾</span></td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:right">24.56</td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left">%</td> </tr> </table> <div> </div> <div> <table cellpadding="0" style="font:10pt Times New Roman, Times, Serif;width:100%;border-spacing:0px"> <tr style="vertical-align:top"> <td style="width:0.25in"> </td> <td style="width:0.25in"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">(2)</span></td> <td style="text-align:justify"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">This table summarizes the expenses of the Fund and is designed to help investors understand the costs and expenses they will bear, directly or indirectly, by investing in the Fund.</span></td> </tr> </table> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <table cellpadding="0" style="font:10pt Times New Roman, Times, Serif;width:100%;border-spacing:0px"> <tr style="vertical-align:top"> <td style="width:0.25in"> </td> <td style="width:0.25in"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">(3)</span></td> <td style="text-align:justify"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">For its provision of advisory services to the Fund, the Investment Adviser receives an annual Management Fee, payable monthly in arrears, equal to 1.25% of the Fund’s net assets determined as of month-end. The Management Fee will be paid to the Investment Adviser before giving effect to any repurchase of Shares in the Fund effective as of that date, and will decrease the net profits or increase the net losses of the Fund that are credited to its Shareholders. The Investment Adviser pays the Sub-Adviser 50% of the Management Fee it receives from the Fund. </span></td> </tr> </table> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <table cellpadding="0" style="font:10pt Times New Roman, Times, Serif;width:100%;border-spacing:0px"> <tr style="vertical-align:top"> <td style="width:0.25in"> </td> <td style="width:0.25in"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">(4)</span></td> <td><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">“Fees and Interest Payments on Borrowed Funds” are based on estimated amounts for the current fiscal year.</span></td> </tr> </table> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <table cellpadding="0" style="font:10pt Times New Roman, Times, Serif;width:100%;border-spacing:0px"> <tr style="vertical-align:top"> <td style="width:0.25in"> </td> <td style="width:0.25in"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">(5)</span></td> <td><span style="font-family:Times New Roman, Times, Serif;font-size:10pt"><span style="font-size:10pt;font-family:Times New Roman">“Other Expenses” (as defined below) are based on estimated amounts for the current fiscal year.</span> </span></td> </tr> </table> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <table cellpadding="0" style="font:10pt Times New Roman, Times, Serif;width:100%;border-spacing:0px"> <tr style="vertical-align:top"> <td style="width:0.25in"> </td> <td style="width:0.25in"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">(6)</span></td> <td style="text-align:justify"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt"><span style="font-size:10pt;font-family:Times New Roman">In addition to the Fund’s direct expenses, the Fund indirectly bears a pro-rata share of the expenses of the Investment Funds. The Investment Funds generally charge, in addition to management fees calculated as a percentage of the NAV of the Fund’s investment, performance-based fees generally from 10% to 35% of the net capital appreciation in the Fund’s investment for the year or other measurement period, subject to loss carryforward provisions, as defined in the respective Investment Funds’ agreements. <span style="font-size:10pt;font-family:Times New Roman">The Acquired Fund Fees and Expenses have been restated to reflect the estimated fees that the Fund is expected to bear during the current fiscal year. In the future, these fees and expenses may be substantially higher or lower than reflected, because certain fees are based on the performance of the Underlying Managers (Investment Funds), which fluctuate over time.</span> In addition, the Fund’s portfolio changes from time to time, which will result in different Acquired Fund Fees and Expenses.</span> </span></td> </tr> </table> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <table cellpadding="0" style="font:10pt Times New Roman, Times, Serif;width:100%;border-spacing:0px"> <tr style="vertical-align:top"> <td style="width:0.25in"> </td> <td style="width:0.25in"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">(7)</span></td> <td style="text-align:justify"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">Total Annual Expenses and Net Annual Expenses differ from the ratios of expenses to average net assets shown in the financial statements included in the Fund’s annual report, which do not reflect (i) the portion of Acquired Fund Fees and Expenses that represent costs incurred at the Investment Fund level, as required to be disclosed in the above table; and (ii) the current expenses of the Fund.</span></td> </tr> </table> </div> <div> </div> <table cellpadding="0" style="font:10pt Times New Roman, Times, Serif;width:100%;border-spacing:0px"> <tr style="vertical-align:top"> <td style="width:0.25in"> </td> <td style="width:0.25in"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">(8)</span></td> <td style="text-align:justify"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">The Fund, the Investment Adviser and the Sub-Adviser have entered into an expense limitation and reimbursement agreement (as amended or restated, the “Expense Limitation and Reimbursement Agreement”) with the Fund, whereby the Investment Adviser and the Sub-Adviser have jointly and severally agreed to waive fees that they would otherwise have been paid, and/or to assume expenses of the Fund (a “Waiver”), if required to ensure the Total Annual Expenses (excluding taxes, interest, brokerage commissions, other transaction-related expenses, extraordinary expenses, commitment or non-use fees related to the Fund’s line of credit, and any Acquired Fund Fees and Expenses) do not exceed 1.50% of the net assets of the Fund on an annualized basis (the “Expense Limit”). For a period not to exceed three years from the date on which a Waiver is made, the Investment Adviser and/or Sub-Adviser may recoup amounts waived or assumed, provided they are able to effect such recoupment without causing the Fund’s expense ratio (after recoupment) to exceed the lesser of (i) the expense limit in effect at the time of the waiver and (ii) the expense limit in effect at the time of the recoupment. The current term of the Expense Limitation and Reimbursement Agreement continues until July 31, 2027. Thereafter, the Expense Limitation and Reimbursement Agreement will automatically renew for consecutive one-year terms unless terminated by the Fund, the Investment Adviser or the Sub-Adviser upon 30 days’ advance written notice.</span></td> </tr> </table> 0.0125 0.0008 0.0039 0.2296 0.2468 0.0012 0.2456 <span style="font-size:10pt;font-family:Times New Roman">“Other Expenses” (as defined below) are based on estimated amounts for the current fiscal year.</span> <span style="font-size:10pt;font-family:Times New Roman">In addition to the Fund’s direct expenses, the Fund indirectly bears a pro-rata share of the expenses of the Investment Funds. The Investment Funds generally charge, in addition to management fees calculated as a percentage of the NAV of the Fund’s investment, performance-based fees generally from 10% to 35% of the net capital appreciation in the Fund’s investment for the year or other measurement period, subject to loss carryforward provisions, as defined in the respective Investment Funds’ agreements. <span style="font-size:10pt;font-family:Times New Roman">The Acquired Fund Fees and Expenses have been restated to reflect the estimated fees that the Fund is expected to bear during the current fiscal year. In the future, these fees and expenses may be substantially higher or lower than reflected, because certain fees are based on the performance of the Underlying Managers (Investment Funds), which fluctuate over time.</span> In addition, the Fund’s portfolio changes from time to time, which will result in different Acquired Fund Fees and Expenses.</span> <span style="font-size:10pt;font-family:Times New Roman">The Acquired Fund Fees and Expenses have been restated to reflect the estimated fees that the Fund is expected to bear during the current fiscal year. In the future, these fees and expenses may be substantially higher or lower than reflected, because certain fees are based on the performance of the Underlying Managers (Investment Funds), which fluctuate over time.</span> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">The purpose of the table above is to assist prospective investors in understanding the various fees and expenses Shareholders will bear directly or indirectly. “Other Expenses,” as shown above, is an estimate based on anticipated investments in the Fund and anticipated expenses for the current fiscal year of the Fund’s operations, and includes, among other things, professional fees and other expenses that the Fund will bear, including initial and ongoing offering costs and fees and expenses of the Administrator, escrow agent and custodian. For a more complete description of the various fees and expenses of the Fund, see <i>“INVESTMENT MANAGEMENT FEE,” “ADMINISTRATION,” “FUND EXPENSES,” </i>and <i>“PURCHASING SHARES.”</i></p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"><strong>EXAMPLE</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><strong>You Would Pay the Following Expenses Based on the Imposition of the 3.00% Sales Charge and a $1,000 Investment in the Fund, Assuming a 5% Annual Return:</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <table cellpadding="0" style="border-collapse:collapse;width:100%;font:10pt Times New Roman, Times, Serif;border-spacing:0px"> <tr style="vertical-align:bottom"> <td colspan="2" style="font:bold 10pt Times New Roman, Times, Serif;text-align:center;border-bottom:Black 1pt solid">1 Year</td> <td style="padding-bottom:1pt;font:bold 10pt Times New Roman, Times, Serif"> </td> <td style="font:bold 10pt Times New Roman, Times, Serif;padding-bottom:1pt"> </td> <td colspan="2" style="font:bold 10pt Times New Roman, Times, Serif;text-align:center;border-bottom:Black 1pt solid">3 Years</td> <td style="padding-bottom:1pt;font:bold 10pt Times New Roman, Times, Serif"> </td> <td style="font:bold 10pt Times New Roman, Times, Serif;padding-bottom:1pt"> </td> <td colspan="2" style="font:bold 10pt Times New Roman, Times, Serif;text-align:center;border-bottom:Black 1pt solid">5 Years</td> <td style="padding-bottom:1pt;font:bold 10pt Times New Roman, Times, Serif"> </td> <td style="font:bold 10pt Times New Roman, Times, Serif;padding-bottom:1pt"> </td> <td colspan="2" style="font:bold 10pt Times New Roman, Times, Serif;text-align:center;border-bottom:Black 1pt solid">10 Years</td> <td style="padding-bottom:1pt;font:bold 10pt Times New Roman, Times, Serif"> </td> </tr> <tr style="vertical-align:bottom;background-color:rgb(204,238,255)"> <td style="width:1%;border-bottom:Black 1pt solid;font:10pt Times New Roman, Times, Serif;text-align:left">$</td> <td style="width:22%;border-bottom:Black 1pt solid;font:10pt Times New Roman, Times, Serif;text-align:right">245</td> <td style="width:1%;padding-bottom:1pt;font:10pt Times New Roman, Times, Serif;text-align:left"> </td> <td style="width:2%;font:10pt Times New Roman, Times, Serif;padding-bottom:1pt"> </td> <td style="width:1%;border-bottom:Black 1pt solid;font:10pt Times New Roman, Times, Serif;text-align:left">$</td> <td style="width:22%;border-bottom:Black 1pt solid;font:10pt Times New Roman, Times, Serif;text-align:right">558</td> <td style="width:1%;padding-bottom:1pt;font:10pt Times New Roman, Times, Serif;text-align:left"> </td> <td style="width:2%;font:10pt Times New Roman, Times, Serif;padding-bottom:1pt"> </td> <td style="width:1%;border-bottom:Black 1pt solid;font:10pt Times New Roman, Times, Serif;text-align:left">$</td> <td style="width:21%;border-bottom:Black 1pt solid;font:10pt Times New Roman, Times, Serif;text-align:right">760</td> <td style="width:1%;padding-bottom:1pt;font:10pt Times New Roman, Times, Serif;text-align:left"> </td> <td style="width:2%;font:10pt Times New Roman, Times, Serif;padding-bottom:1pt"> </td> <td style="width:1%;border-bottom:Black 1pt solid;font:10pt Times New Roman, Times, Serif;text-align:left">$</td> <td style="width:21%;border-bottom:Black 1pt solid;font:10pt Times New Roman, Times, Serif;text-align:right">1,004</td> <td style="width:1%;padding-bottom:1pt;font:10pt Times New Roman, Times, Serif;text-align:left"> </td> </tr> </table> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">The example is based on the annual fees and expenses set out on the table above and should not be considered a representation of future expenses. <strong>Actual expenses may be greater or less than those shown.</strong> Moreover, the rate of return of the Fund may be greater or less than the hypothetical 5% return used in the example. A greater rate of return than that used in the example would increase the dollar amount of the asset-based fees paid by the Fund.</p> 245 558 760 1004 1055000 0 1608000 3370000 2100000 152651 0 77434 33300 46081 3655000 2510000 0 6300000 0 23548 29293 0 15028 0 <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:center"><span id="pros_004"><strong>SENIOR SECURITIES</strong></span></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">The Fund may borrow amounts up to one-third of the value of its assets. Additional information regarding the borrowing agreement of the Fund during the relevant period is provided below. <span style="font-size:10pt;font-family:Times New Roman">This information has been derived from the Financial Highlights of the Fund contained in the annual reports audited by the Fund’s former independent registered public accounting firm for the fiscal years ended March 31, 2018 through 2024, and by Ernst &amp; Young LLP, independent registered public accounting firm for the Fund, for the fiscal years ended March 31, 2025 and 2026.</span></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <div> <div> <table cellpadding="0" style="border-collapse:collapse;width:100%;font:10pt Times New Roman, Times, Serif;border-spacing:0px"> <tr style="vertical-align:bottom"> <td style="border-bottom:Black 1pt solid;font:bold 10pt Times New Roman, Times, Serif;text-align:left">Period End<br/>Date</td> <td style="font:bold 10pt Times New Roman, Times, Serif;padding-bottom:1pt"> </td> <td style="font:bold 10pt Times New Roman, Times, Serif;text-align:center;border-bottom:Black 1pt solid">Title of Security</td> <td style="font:bold 10pt Times New Roman, Times, Serif;padding-bottom:1pt"> </td> <td colspan="2" style="font:bold 10pt Times New Roman, Times, Serif;text-align:center;border-bottom:Black 1pt solid">Total<br/>Amount<br/>Outstanding<br/>(000s)</td> <td style="padding-bottom:1pt;font:bold 10pt Times New Roman, Times, Serif"> </td> <td style="font:bold 10pt Times New Roman, Times, Serif;padding-bottom:1pt"> </td> <td colspan="2" style="font:bold 10pt Times New Roman, Times, Serif;text-align:center;border-bottom:Black 1pt solid"><strong>Asset<br/>Coverage per<br/>$1,000 of<br/>Principal<br/>Amount<br/>(Indebtedness)<br/>⁽²⁾ </strong></td> <td style="padding-bottom:1pt;font:bold 10pt Times New Roman, Times, Serif"> </td> <td style="font:bold 10pt Times New Roman, Times, Serif;padding-bottom:1pt"> </td> <td style="font:bold 10pt Times New Roman, Times, Serif;text-align:center;border-bottom:Black 1pt solid">Asset<br/>Coverage<br/>per Share<br/>(Preferred<br/>Stock)</td> <td style="font:bold 10pt Times New Roman, Times, Serif;padding-bottom:1pt"> </td> <td style="font:bold 10pt Times New Roman, Times, Serif;text-align:center;border-bottom:Black 1pt solid">Involuntary<br/>Liquidating<br/>Preference<br/>per<br/>Share</td> <td style="font:bold 10pt Times New Roman, Times, Serif;padding-bottom:1pt"> </td> <td style="font:bold 10pt Times New Roman, Times, Serif;text-align:center;border-bottom:Black 1pt solid">Average<br/>Market<br/>Value</td> </tr> <tr style="vertical-align:bottom;background-color:rgb(204,238,255)"> <td style="width:18%;font:10pt Times New Roman, Times, Serif">March 31, 2026</td> <td style="width:1%;font:10pt Times New Roman, Times, Serif"> </td> <td style="width:22%;font:10pt Times New Roman, Times, Serif;text-align:left"><span style="font-size:10pt;font-family:Times New Roman">Senior Borrowings</span></td> <td style="width:1%;font:10pt Times New Roman, Times, Serif"> </td> <td style="width:1%;font:10pt Times New Roman, Times, Serif;text-align:left">$</td> <td style="width:10%;font:10pt Times New Roman, Times, Serif;text-align:right">1,055</td> <td style="width:1%;font:10pt Times New Roman, Times, Serif;text-align:left"> </td> <td style="width:1%;font:10pt Times New Roman, Times, Serif"> </td> <td style="width:1%;font:10pt Times New Roman, Times, Serif;text-align:left"> $</td> <td style="width:10%;font:10pt Times New Roman, Times, Serif;text-align:right">152,651</td> <td style="width:1%;font:10pt Times New Roman, Times, Serif;text-align:left"> </td> <td style="width:1%;font:10pt Times New Roman, Times, Serif"> </td> <td style="width:10%;font:10pt Times New Roman, Times, Serif;text-align:center">N/A</td> <td style="width:1%;font:10pt Times New Roman, Times, Serif"> </td> <td style="width:10%;font:10pt Times New Roman, Times, Serif;text-align:center"><span style="-sec-ix-hidden:Fxbrl_20260726192810720">N/A</span></td> <td style="width:1%;font:10pt Times New Roman, Times, Serif"> </td> <td style="width:10%;font:10pt Times New Roman, Times, Serif;text-align:center"><span><span><span style="-sec-ix-hidden:Fxbrl_20260726192816252">N/A</span></span></span></td> </tr> <tr style="vertical-align:bottom;background-color:White"> <td style="font:10pt Times New Roman, Times, Serif">March 31, 2025</td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left"><span style="font-size:10pt;font-family:Times New Roman">Senior Borrowings</span></td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left">$</td> <td style="font:10pt Times New Roman, Times, Serif;text-align:right">0</td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left"> </td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left"> $</td> <td style="font:10pt Times New Roman, Times, Serif;text-align:right">0</td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left"> </td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:center">N/A</td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:center"><span style="-sec-ix-hidden:Fxbrl_20250725134818054_xbrl_20230727130310302">N/A</span></td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:center"><span><span style="-sec-ix-hidden:Fxbrl_20250725134818054_xbrl_20230727130317467">N/A</span></span></td> </tr> <tr style="vertical-align:bottom;background-color:rgb(204,238,255)"> <td style="font:10pt Times New Roman, Times, Serif">March 31, 2024</td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left"><span style="font-size:10pt;font-family:Times New Roman">Senior Borrowings</span></td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left">$</td> <td style="font:10pt Times New Roman, Times, Serif;text-align:right">1,608</td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left"> </td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left"> $</td> <td style="font:10pt Times New Roman, Times, Serif;text-align:right">77,434</td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left"> </td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:center">N/A</td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:center"><span style="-sec-ix-hidden:Fxbrl_20250725134827014_xbrl_20230727124248230_xbrl_20230720182010094_117">N/A</span></td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:center"><span><span style="-sec-ix-hidden:Fxbrl_20250725134827014_xbrl_20230727124248230_xbrl_20230720182010094_120">N/A</span></span></td> </tr> <tr style="vertical-align:bottom;background-color:White"> <td style="font:10pt Times New Roman, Times, Serif">March 31, 2023</td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif"><span style="font-size:10pt;font-family:Times New Roman">Senior Borrowings</span>⁽¹⁾</td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left">$</td> <td style="font:10pt Times New Roman, Times, Serif;text-align:right">3,370</td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left"> </td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left"> $</td> <td style="font:10pt Times New Roman, Times, Serif;text-align:right">33,300</td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left"> </td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:center">N/A</td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:center"><span style="-sec-ix-hidden:Fxbrl_20250725134838877_xbrl_20230727124248231_xbrl_20230720182010094_217">N/A</span></td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:center"><span><span style="-sec-ix-hidden:Fxbrl_20250725134838877_xbrl_20230727124248231_xbrl_20230720182010094_220">N/A</span></span></td> </tr> <tr style="vertical-align:bottom;background-color:rgb(204,238,255)"> <td style="font:10pt Times New Roman, Times, Serif">March 31, 2022</td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif"><span style="font-size:10pt;font-family:Times New Roman">Senior Borrowings</span>⁽¹⁾</td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left">$</td> <td style="font:10pt Times New Roman, Times, Serif;text-align:right">2,100</td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left"> </td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left"> $</td> <td style="font:10pt Times New Roman, Times, Serif;text-align:right">46,081</td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left"> </td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:center">N/A</td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:center"><span style="-sec-ix-hidden:Fxbrl_20250725134857454_xbrl_20230727124248233_xbrl_20230720182010094_317">N/A</span></td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:center"><span style="-sec-ix-hidden:Fxbrl_20250725134857454_xbrl_20230727124248233_xbrl_20230720182010094_320">N/A</span></td> </tr> <tr style="vertical-align:bottom;background-color:White"> <td style="font:10pt Times New Roman, Times, Serif">March 31, 2021</td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif"><span style="font-size:10pt;font-family:Times New Roman">Senior Borrowings</span>⁽¹⁾</td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left">$</td> <td style="font:10pt Times New Roman, Times, Serif;text-align:right">3,655</td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left"> </td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left"> $</td> <td style="font:10pt Times New Roman, Times, Serif;text-align:right">23,548</td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left"> </td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:center">N/A</td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:center"><span style="-sec-ix-hidden:Fxbrl_20250725134924366_xbrl_20240725115658618">N/A</span></td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:center"><span style="-sec-ix-hidden:Fxbrl_20250725134924366_xbrl_20240725115710850">N/A</span></td> </tr> <tr style="vertical-align:bottom;background-color:rgb(204,238,255)"> <td style="font:10pt Times New Roman, Times, Serif">March 31, 2020</td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif"><span style="font-size:10pt;font-family:Times New Roman">Senior Borrowings</span>⁽¹⁾</td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left">$</td> <td style="font:10pt Times New Roman, Times, Serif;text-align:right">2,510</td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left"> </td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left"> $</td> <td style="font:10pt Times New Roman, Times, Serif;text-align:right">29,293</td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left"> </td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:center">N/A</td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:center"><span style="-sec-ix-hidden:Fxbrl_20250725141450317">N/A</span></td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:center"><span style="-sec-ix-hidden:Fxbrl_20250725141556725">N/A</span></td> </tr> <tr style="vertical-align:bottom;background-color:White"> <td style="font:10pt Times New Roman, Times, Serif">March 31, 2019</td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif">N/A⁽¹⁾</td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:right">N/A</td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left"> </td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:right">N/A</td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left"> </td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:center">N/A</td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:center">N/A</td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:center">N/A</td> </tr> <tr style="vertical-align:bottom;background-color:rgb(204,238,255)"> <td style="font:10pt Times New Roman, Times, Serif">March 31, 2018</td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif"><span style="font-size:10pt;font-family:Times New Roman">Senior Borrowings</span>⁽¹⁾</td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left">$</td> <td style="font:10pt Times New Roman, Times, Serif;text-align:right">6,300</td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left"> </td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left"> $</td> <td style="font:10pt Times New Roman, Times, Serif;text-align:right">15,028</td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left"> </td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:center">N/A</td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:center"><span style="-sec-ix-hidden:Fxbrl_20250725134949846_xbrl_20230727124248235_xbrl_20230720182010094_517">N/A</span></td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:center"><span style="-sec-ix-hidden:Fxbrl_20250725134949846_xbrl_20230727124248235_xbrl_20230720182010094_520">N/A</span></td> </tr> <tr style="vertical-align:bottom;background-color:White"> <td style="font:10pt Times New Roman, Times, Serif">March 31, 2017</td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif">N/A⁽¹⁾</td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:right">N/A</td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left">⁽³⁾ </td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:right">N/A</td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left">⁽³⁾ </td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:center">N/A</td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:center">N/A</td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:center">N/A</td> </tr> </table> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <table cellpadding="0" style="font:10pt Times New Roman, Times, Serif;width:100%;border-spacing:0px"> <tr style="vertical-align:top"> <td style="width:2%;text-align:justify"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">(1)</span></td> <td style="width:98%;text-align:justify"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">The rights of UBS AG, Stamford Branch, under the borrowing agreement are senior to the rights of the Fund’s shareholders.</span></td> </tr> <tr style="vertical-align:top"> <td style="text-align:justify"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">(2)</span></td> <td style="padding-right:1.5pt;text-align:justify"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">Calculated by subtracting the Fund’s total liabilities (not including borrowings) from the Fund’s total assets and dividing this by the total number of senior indebtedness units, where one unit equals $1,000 senior indebtedness.</span></td> </tr> <tr style="vertical-align:top"> <td style="text-align:justify"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">(3)</span></td> <td style="text-align:justify"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">Unaudited.</span></td> </tr> </table> </div> </div> SENIOR SECURITIES <span style="font-size:10pt;font-family:Times New Roman">This information has been derived from the Financial Highlights of the Fund contained in the annual reports audited by the Fund’s former independent registered public accounting firm for the fiscal years ended March 31, 2018 through 2024, and by Ernst &amp; Young LLP, independent registered public accounting firm for the Fund, for the fiscal years ended March 31, 2025 and 2026.</span> <div> <div> <table cellpadding="0" style="border-collapse:collapse;width:100%;font:10pt Times New Roman, Times, Serif;border-spacing:0px"> <tr style="vertical-align:bottom"> <td style="border-bottom:Black 1pt solid;font:bold 10pt Times New Roman, Times, Serif;text-align:left">Period End<br/>Date</td> <td style="font:bold 10pt Times New Roman, Times, Serif;padding-bottom:1pt"> </td> <td style="font:bold 10pt Times New Roman, Times, Serif;text-align:center;border-bottom:Black 1pt solid">Title of Security</td> <td style="font:bold 10pt Times New Roman, Times, Serif;padding-bottom:1pt"> </td> <td colspan="2" style="font:bold 10pt Times New Roman, Times, Serif;text-align:center;border-bottom:Black 1pt solid">Total<br/>Amount<br/>Outstanding<br/>(000s)</td> <td style="padding-bottom:1pt;font:bold 10pt Times New Roman, Times, Serif"> </td> <td style="font:bold 10pt Times New Roman, Times, Serif;padding-bottom:1pt"> </td> <td colspan="2" style="font:bold 10pt Times New Roman, Times, Serif;text-align:center;border-bottom:Black 1pt solid"><strong>Asset<br/>Coverage per<br/>$1,000 of<br/>Principal<br/>Amount<br/>(Indebtedness)<br/>⁽²⁾ </strong></td> <td style="padding-bottom:1pt;font:bold 10pt Times New Roman, Times, Serif"> </td> <td style="font:bold 10pt Times New Roman, Times, Serif;padding-bottom:1pt"> </td> <td style="font:bold 10pt Times New Roman, Times, Serif;text-align:center;border-bottom:Black 1pt solid">Asset<br/>Coverage<br/>per Share<br/>(Preferred<br/>Stock)</td> <td style="font:bold 10pt Times New Roman, Times, Serif;padding-bottom:1pt"> </td> <td style="font:bold 10pt Times New Roman, Times, Serif;text-align:center;border-bottom:Black 1pt solid">Involuntary<br/>Liquidating<br/>Preference<br/>per<br/>Share</td> <td style="font:bold 10pt Times New Roman, Times, Serif;padding-bottom:1pt"> </td> <td style="font:bold 10pt Times New Roman, Times, Serif;text-align:center;border-bottom:Black 1pt solid">Average<br/>Market<br/>Value</td> </tr> <tr style="vertical-align:bottom;background-color:rgb(204,238,255)"> <td style="width:18%;font:10pt Times New Roman, Times, Serif">March 31, 2026</td> <td style="width:1%;font:10pt Times New Roman, Times, Serif"> </td> <td style="width:22%;font:10pt Times New Roman, Times, Serif;text-align:left"><span style="font-size:10pt;font-family:Times New Roman">Senior Borrowings</span></td> <td style="width:1%;font:10pt Times New Roman, Times, Serif"> </td> <td style="width:1%;font:10pt Times New Roman, Times, Serif;text-align:left">$</td> <td style="width:10%;font:10pt Times New Roman, Times, Serif;text-align:right">1,055</td> <td style="width:1%;font:10pt Times New Roman, Times, Serif;text-align:left"> </td> <td style="width:1%;font:10pt Times New Roman, Times, Serif"> </td> <td style="width:1%;font:10pt Times New Roman, Times, Serif;text-align:left"> $</td> <td style="width:10%;font:10pt Times New Roman, Times, Serif;text-align:right">152,651</td> <td style="width:1%;font:10pt Times New Roman, Times, Serif;text-align:left"> </td> <td style="width:1%;font:10pt Times New Roman, Times, Serif"> </td> <td style="width:10%;font:10pt Times New Roman, Times, Serif;text-align:center">N/A</td> <td style="width:1%;font:10pt Times New Roman, Times, Serif"> </td> <td style="width:10%;font:10pt Times New Roman, Times, Serif;text-align:center"><span style="-sec-ix-hidden:Fxbrl_20260726192810720">N/A</span></td> <td style="width:1%;font:10pt Times New Roman, Times, Serif"> </td> <td style="width:10%;font:10pt Times New Roman, Times, Serif;text-align:center"><span><span><span style="-sec-ix-hidden:Fxbrl_20260726192816252">N/A</span></span></span></td> </tr> <tr style="vertical-align:bottom;background-color:White"> <td style="font:10pt Times New Roman, Times, Serif">March 31, 2025</td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left"><span style="font-size:10pt;font-family:Times New Roman">Senior Borrowings</span></td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left">$</td> <td style="font:10pt Times New Roman, Times, Serif;text-align:right">0</td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left"> </td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left"> $</td> <td style="font:10pt Times New Roman, Times, Serif;text-align:right">0</td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left"> </td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:center">N/A</td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:center"><span style="-sec-ix-hidden:Fxbrl_20250725134818054_xbrl_20230727130310302">N/A</span></td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:center"><span><span style="-sec-ix-hidden:Fxbrl_20250725134818054_xbrl_20230727130317467">N/A</span></span></td> </tr> <tr style="vertical-align:bottom;background-color:rgb(204,238,255)"> <td style="font:10pt Times New Roman, Times, Serif">March 31, 2024</td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left"><span style="font-size:10pt;font-family:Times New Roman">Senior Borrowings</span></td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left">$</td> <td style="font:10pt Times New Roman, Times, Serif;text-align:right">1,608</td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left"> </td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left"> $</td> <td style="font:10pt Times New Roman, Times, Serif;text-align:right">77,434</td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left"> </td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:center">N/A</td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:center"><span style="-sec-ix-hidden:Fxbrl_20250725134827014_xbrl_20230727124248230_xbrl_20230720182010094_117">N/A</span></td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:center"><span><span style="-sec-ix-hidden:Fxbrl_20250725134827014_xbrl_20230727124248230_xbrl_20230720182010094_120">N/A</span></span></td> </tr> <tr style="vertical-align:bottom;background-color:White"> <td style="font:10pt Times New Roman, Times, Serif">March 31, 2023</td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif"><span style="font-size:10pt;font-family:Times New Roman">Senior Borrowings</span>⁽¹⁾</td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left">$</td> <td style="font:10pt Times New Roman, Times, Serif;text-align:right">3,370</td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left"> </td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left"> $</td> <td style="font:10pt Times New Roman, Times, Serif;text-align:right">33,300</td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left"> </td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:center">N/A</td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:center"><span style="-sec-ix-hidden:Fxbrl_20250725134838877_xbrl_20230727124248231_xbrl_20230720182010094_217">N/A</span></td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:center"><span><span style="-sec-ix-hidden:Fxbrl_20250725134838877_xbrl_20230727124248231_xbrl_20230720182010094_220">N/A</span></span></td> </tr> <tr style="vertical-align:bottom;background-color:rgb(204,238,255)"> <td style="font:10pt Times New Roman, Times, Serif">March 31, 2022</td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif"><span style="font-size:10pt;font-family:Times New Roman">Senior Borrowings</span>⁽¹⁾</td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left">$</td> <td style="font:10pt Times New Roman, Times, Serif;text-align:right">2,100</td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left"> </td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left"> $</td> <td style="font:10pt Times New Roman, Times, Serif;text-align:right">46,081</td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left"> </td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:center">N/A</td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:center"><span style="-sec-ix-hidden:Fxbrl_20250725134857454_xbrl_20230727124248233_xbrl_20230720182010094_317">N/A</span></td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:center"><span style="-sec-ix-hidden:Fxbrl_20250725134857454_xbrl_20230727124248233_xbrl_20230720182010094_320">N/A</span></td> </tr> <tr style="vertical-align:bottom;background-color:White"> <td style="font:10pt Times New Roman, Times, Serif">March 31, 2021</td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif"><span style="font-size:10pt;font-family:Times New Roman">Senior Borrowings</span>⁽¹⁾</td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left">$</td> <td style="font:10pt Times New Roman, Times, Serif;text-align:right">3,655</td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left"> </td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left"> $</td> <td style="font:10pt Times New Roman, Times, Serif;text-align:right">23,548</td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left"> </td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:center">N/A</td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:center"><span style="-sec-ix-hidden:Fxbrl_20250725134924366_xbrl_20240725115658618">N/A</span></td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:center"><span style="-sec-ix-hidden:Fxbrl_20250725134924366_xbrl_20240725115710850">N/A</span></td> </tr> <tr style="vertical-align:bottom;background-color:rgb(204,238,255)"> <td style="font:10pt Times New Roman, Times, Serif">March 31, 2020</td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif"><span style="font-size:10pt;font-family:Times New Roman">Senior Borrowings</span>⁽¹⁾</td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left">$</td> <td style="font:10pt Times New Roman, Times, Serif;text-align:right">2,510</td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left"> </td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left"> $</td> <td style="font:10pt Times New Roman, Times, Serif;text-align:right">29,293</td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left"> </td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:center">N/A</td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:center"><span style="-sec-ix-hidden:Fxbrl_20250725141450317">N/A</span></td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:center"><span style="-sec-ix-hidden:Fxbrl_20250725141556725">N/A</span></td> </tr> <tr style="vertical-align:bottom;background-color:White"> <td style="font:10pt Times New Roman, Times, Serif">March 31, 2019</td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif">N/A⁽¹⁾</td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:right">N/A</td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left"> </td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:right">N/A</td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left"> </td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:center">N/A</td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:center">N/A</td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:center">N/A</td> </tr> <tr style="vertical-align:bottom;background-color:rgb(204,238,255)"> <td style="font:10pt Times New Roman, Times, Serif">March 31, 2018</td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif"><span style="font-size:10pt;font-family:Times New Roman">Senior Borrowings</span>⁽¹⁾</td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left">$</td> <td style="font:10pt Times New Roman, Times, Serif;text-align:right">6,300</td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left"> </td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left"> $</td> <td style="font:10pt Times New Roman, Times, Serif;text-align:right">15,028</td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left"> </td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:center">N/A</td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:center"><span style="-sec-ix-hidden:Fxbrl_20250725134949846_xbrl_20230727124248235_xbrl_20230720182010094_517">N/A</span></td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:center"><span style="-sec-ix-hidden:Fxbrl_20250725134949846_xbrl_20230727124248235_xbrl_20230720182010094_520">N/A</span></td> </tr> <tr style="vertical-align:bottom;background-color:White"> <td style="font:10pt Times New Roman, Times, Serif">March 31, 2017</td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif">N/A⁽¹⁾</td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:right">N/A</td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left">⁽³⁾ </td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:right">N/A</td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left">⁽³⁾ </td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:center">N/A</td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:center">N/A</td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:center">N/A</td> </tr> </table> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <table cellpadding="0" style="font:10pt Times New Roman, Times, Serif;width:100%;border-spacing:0px"> <tr style="vertical-align:top"> <td style="width:2%;text-align:justify"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">(1)</span></td> <td style="width:98%;text-align:justify"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">The rights of UBS AG, Stamford Branch, under the borrowing agreement are senior to the rights of the Fund’s shareholders.</span></td> </tr> <tr style="vertical-align:top"> <td style="text-align:justify"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">(2)</span></td> <td style="padding-right:1.5pt;text-align:justify"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">Calculated by subtracting the Fund’s total liabilities (not including borrowings) from the Fund’s total assets and dividing this by the total number of senior indebtedness units, where one unit equals $1,000 senior indebtedness.</span></td> </tr> <tr style="vertical-align:top"> <td style="text-align:justify"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">(3)</span></td> <td style="text-align:justify"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">Unaudited.</span></td> </tr> </table> </div> <span style="font-size:10pt;font-family:Times New Roman">Senior Borrowings</span> 1055000 152651 <span style="font-size:10pt;font-family:Times New Roman">Senior Borrowings</span> 0 0 <span style="font-size:10pt;font-family:Times New Roman">Senior Borrowings</span> 1608000 77434 <span style="font-size:10pt;font-family:Times New Roman">Senior Borrowings</span> 3370000 33300 <span style="font-size:10pt;font-family:Times New Roman">Senior Borrowings</span> 2100000 46081 <span style="font-size:10pt;font-family:Times New Roman">Senior Borrowings</span> 3655000 23548 <span style="font-size:10pt;font-family:Times New Roman">Senior Borrowings</span> 2510000 29293 <span style="font-size:10pt;font-family:Times New Roman">Senior Borrowings</span> 6300000 15028 <div> <div> <div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:center"><span id="pros_006"><strong>INVESTMENT OBJECTIVE AND STRATEGIES</strong></span></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"><strong>INVESTMENT OBJECTIVE</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">The Fund’s investment objective is to seek long-term capital growth. The Fund intends to invest substantially all of its assets primarily in general or limited partnerships, funds, corporations, trusts or other investment vehicles (collectively, “Investment Funds”) based primarily in the United States that invest or trade in a wide range of securities, and, to a lesser extent, other property and currency interests. The Fund may also directly invest in securities.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">The Fund seeks to accomplish its objective by employing an investment program that is diversified by manager and investment strategy.</p> </div> </div> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"><strong>INVESTMENT STRATEGIES AND OVERVIEW OF INVESTMENT PROCESS</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">The Fund seeks to achieve its investment objective by allocating its capital, directly and indirectly, to a diverse group of independent investment managers that pursue a variety of strategies (the “Underlying Managers”). The Fund will invest its assets, directly and indirectly, in the Investment Funds or a portfolio of other investment funds that may or may not be registered under the Investment Company Act.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">The Investment Funds will be chosen, in part, based on their stated investment strategies of investing in entities representing a broad range of markets and which utilize varied investment methods, including bridge financing, short and long-term trading of fixed-income and equity securities, which may include investments in special situations (such as companies involved in spin-offs, capital structure reorganizations, liquidations and other similar corporate restructuring events), private investments in public entities, and other special niche investments. The Advisers (as defined below) believe that, by investing through such a diversified group, the Fund will afford investors access to the varied skills and expertise of the managers, while at the same time lessening for investors the risks and volatility that may be associated with investing through any single investment manager and enabling investors to obtain through the Fund the services of several investment managers without having to meet the high minimum investment requirements typically imposed by them on individual investors.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">The Fund’s criteria for selection of investment opportunities shall include the Advisers’ expectations with respect to earnings and growth. This selection process is based upon the Advisers’ expertise in the investment field and the longstanding association the Advisers enjoy with members of the financial, business and political communities. Additionally, the Advisers may directly invest certain of the Fund’s assets in securities, rather than allocating such assets to Investment Funds or Underlying Managers as may be consistent with and in furtherance of the Fund’s investment objective. The Fund may borrow funds. The Fund may not borrow for any purpose if, immediately after such borrowing, the Fund would have asset coverage (as defined in the Investment Company Act) of less than 300% with respect to indebtedness or less than 200% with respect to preferred stock. The Advisers have the ability to put on hedges if they identify an area that one of the Underlying Managers invests in that they feel is risky. The Fund may also make investments outside of Investment Funds in order to invest outside the strategies employed by the Investment Funds. Such investments could also be used to hedge a position in an Investment Fund that is locked up or difficult to sell. Direct investments could include U.S. and foreign equity securities, debt securities, exchange-traded funds and derivatives related to such instruments, including futures and options thereon.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">The Advisers will stress capital appreciation from the purchase and sale of securities rather than dividend income. However, there can be no assurance of any gains from the Fund’s investments.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0 0pt 0.5in"><i>Investment Process</i></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">In selecting particular Investment Funds and Underlying Managers to which the Fund will allocate assets, the Advisers will be guided by the following general criteria:</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <table cellpadding="0" style="font:10pt Times New Roman, Times, Serif;width:100%;border-spacing:0px"> <tr style="vertical-align:top"> <td style="width:48px"> </td> <td style="width:24px"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">●</span></td> <td><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">the Investment Fund’s and the Underlying Manager’s past performance and reputation;</span></td> </tr> <tr style="vertical-align:top"> <td> </td> <td><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">●</span></td> <td style="text-align:justify"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">the degree to which a specific Underlying Manager or Investment Fund complements and balances the Fund’s portfolio and correlates to the strategies employed by other Underlying Managers and Investment Funds selected by the Fund;</span></td> </tr> <tr style="vertical-align:top"> <td> </td> <td><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">●</span></td> <td><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">the fees payable in connection with a particular investment;</span></td> </tr> <tr style="vertical-align:top"> <td> </td> <td><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">●</span></td> <td><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">the size of assets managed;</span></td> </tr> <tr style="vertical-align:top"> <td> </td> <td><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">●</span></td> <td><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">the continued favorable outlook for the strategy employed; and</span></td> </tr> <tr style="vertical-align:top"> <td> </td> <td><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">●</span></td> <td><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">the ability of the Fund to make withdrawals or liquidate its investment.</span></td> </tr> </table> </div> </div> <div> </div> <div> <p style="text-align:justify;font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-indent:0.5in">In reviewing the degree to which a specific Underlying Manager or Investment Fund complements and balances the Fund’s portfolio, the Advisers utilize quantitative methods to calculate correlations amongst Underlying Managers. The Advisers will consider the fees payable in connection with a particular investment in order to evaluate execution and compare net returns. The Advisers will consider the assets under management of the Underlying Managers in order to evaluate whether the Underlying Managers are appropriate for the respective underlying strategies, given that certain strategies may be more or less appropriate at different asset levels. In an effort to optimize its investment program, the Fund may allocate a portion of its capital to managers who lack historical track records but, in the Advisers’ judgment, offer exceptional potential.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0 0pt 0.5in"><i>Investment Policies and Restrictions</i></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">The Fund will continue to attempt to diversify its holdings in Investment Funds, and, as a result, will typically hold interests in no fewer than three Investment Funds at any one time. The Fund also expects to continue to diversify its holdings among broad categories of investment strategies that may include all phases of investment in publicly traded securities. The Fund will not purchase Investment Funds whose primary investment objective is real estate or interests in real estate, although the Fund may purchase securities or interests issued by entities that invest or deal in real estate.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">Some of the Underlying Managers may invest, from time to time, in equity securities that are not listed on securities exchanges and that may be illiquid. The investments of the Underlying Managers may from time to time be concentrated in a particular industry or industries.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">A significant portion of the Fund’s investments is in the form of interests that are not offered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”) and issued by entities organized as partnerships under United States law, but not registered as investment companies under the Investment Company Act. Subject to applicable law, the Fund may, from time to time in the future, also invest directly in securities pursuant to a discretionary investment advisory agreement with an investment manager. However, the Fund does not have any current intention to invest directly in securities pursuant to a discretionary investment advisory agreement with an investment manager. Any such future investments would be made subject to applicable law and such an investment manager would be treated as an investment adviser to the Fund in accordance with the Investment Company Act.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">The Fund may, among other things, hold cash or invest in cash equivalents. Among the cash equivalents in which the Fund may invest are: obligations of the United States Government, its agencies or instrumentalities; commercial paper; and certificates of deposit and bankers’ acceptances issued by United States banks that are members of the Federal Deposit Insurance Corporation. The Fund may also enter into repurchase agreements and may purchase shares of money market mutual funds in accordance with applicable legal restrictions.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0 0pt 0.5in"><i>No Restrictions on Investment Strategies</i></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">The foregoing description represents a general summary of the Investment Adviser’s current approach to the Fund’s portfolio construction. The Fund is not constrained with respect to the investment decision-making methodologies, processes or guidelines described in this Prospectus, and may vary from them materially in the Investment Adviser’s sole discretion and without prior notice to the Shareholders. Over time, markets change and the Investment Adviser will seek to capitalize on attractive opportunities wherever they might be. Depending on conditions and trends in securities markets and the economy generally, the Investment Adviser may pursue other objectives or employ other strategies or techniques that it considers appropriate and in the best interest of the Fund.</p> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><i>Effects of Leverage</i></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">Assuming the use of leverage in the amount of 5% of the Fund’s total assets and an annual interest rate on leverage of 5.42% payable on such leverage based on estimated market interest rates as of the date of this Prospectus, the additional income that the Fund must earn (net of estimated expenses related to leverage) in order to cover such interest payments is 0.27%. The Fund’s actual cost of leverage will be based on market interest rates at the time the Fund undertakes a leveraging strategy, and such actual cost of leverage may be higher or lower than that assumed in the previous example.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">The following table is furnished in response to requirements of the SEC. It is designed to illustrate the effect of leverage on total return on Shares, assuming investment portfolio total returns (comprised of income, net expenses and changes in the value of investments held in the Fund’s portfolio) of -10%, -5%, 0%, 5% and 10%. These assumed investment portfolio returns are hypothetical figures and are not necessarily indicative of what the Fund’s investment portfolio returns will be. In other words, the Fund’s actual returns may be greater or less than those appearing in the table below. The table further reflects the use of leverage representing approximately 5% of the Fund’s assets after such issuance and the Fund’s currently projected annual interest rate of 5.42%. See “<i>PRINCIPAL RISK FACTORS—GENERAL RISKS—BORROWING, USE OF LEVERAGE</i>.” The table does not reflect any offering costs of Shares or leverage.</p> </div> </div> </div> <div> </div> <div> <div> <div> <div> <table cellpadding="0" style="border-collapse:collapse;width:100%;font:10pt Times New Roman, Times, Serif;border-spacing:0px"> <tr style="vertical-align:bottom;background-color:rgb(204,238,255)"> <td style="width:35%;font:10pt Times New Roman, Times, Serif;text-align:left">Assumed Portfolio Return (Net of Expenses)</td> <td style="width:1%;font:10pt Times New Roman, Times, Serif"> </td> <td style="width:1%;font:10pt Times New Roman, Times, Serif;text-align:left"> </td> <td style="width:10%;font:10pt Times New Roman, Times, Serif;text-align:right">-10.00</td> <td style="width:1%;font:10pt Times New Roman, Times, Serif;text-align:left">%</td> <td style="width:1%;font:10pt Times New Roman, Times, Serif"> </td> <td style="width:1%;font:10pt Times New Roman, Times, Serif;text-align:left"> </td> <td style="width:10%;font:10pt Times New Roman, Times, Serif;text-align:right">-5.00</td> <td style="width:1%;font:10pt Times New Roman, Times, Serif;text-align:left">%</td> <td style="width:1%;font:10pt Times New Roman, Times, Serif"> </td> <td style="width:1%;font:10pt Times New Roman, Times, Serif;text-align:left"> </td> <td style="width:10%;font:10pt Times New Roman, Times, Serif;text-align:right">0.00</td> <td style="width:1%;font:10pt Times New Roman, Times, Serif;text-align:left">%</td> <td style="width:1%;font:10pt Times New Roman, Times, Serif"> </td> <td style="width:1%;font:10pt Times New Roman, Times, Serif;text-align:left"> </td> <td style="width:10%;font:10pt Times New Roman, Times, Serif;text-align:right">5.00</td> <td style="width:1%;font:10pt Times New Roman, Times, Serif;text-align:left">%</td> <td style="width:1%;font:10pt Times New Roman, Times, Serif"> </td> <td style="width:1%;font:10pt Times New Roman, Times, Serif;text-align:left"> </td> <td style="width:10%;font:10pt Times New Roman, Times, Serif;text-align:right">10.00</td> <td style="width:1%;font:10pt Times New Roman, Times, Serif;text-align:left">%</td> </tr> <tr style="vertical-align:bottom;background-color:White"> <td style="font:10pt Times New Roman, Times, Serif;text-align:left">Corresponding Return to Shareholder</td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:right">-10.77</td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left">%</td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:right">-5.52</td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left">%</td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:right">-0.27</td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left">%</td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:right">4.98</td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left">%</td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:right">10.23</td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left">%</td> </tr> </table> </div> </div> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">Total return is composed of two elements—the dividends on Shares paid by the Fund (the amount of which is largely determined by the Fund’s net investment income after paying the cost of leverage) and realized and unrealized gains or losses on the value of the securities the Fund owns. As the table shows, leverage generally increases the return to Shareholders when portfolio return is greater than the costs of leverage and decreases return when the portfolio return is less than the costs of leverage.</p> </div> 0.0542 0.0027 <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">The following table is furnished in response to requirements of the SEC. It is designed to illustrate the effect of leverage on total return on Shares, assuming investment portfolio total returns (comprised of income, net expenses and changes in the value of investments held in the Fund’s portfolio) of -10%, -5%, 0%, 5% and 10%. These assumed investment portfolio returns are hypothetical figures and are not necessarily indicative of what the Fund’s investment portfolio returns will be. In other words, the Fund’s actual returns may be greater or less than those appearing in the table below. The table further reflects the use of leverage representing approximately 5% of the Fund’s assets after such issuance and the Fund’s currently projected annual interest rate of 5.42%. See “<i>PRINCIPAL RISK FACTORS—GENERAL RISKS—BORROWING, USE OF LEVERAGE</i>.” The table does not reflect any offering costs of Shares or leverage.</p> <div> <table cellpadding="0" style="border-collapse:collapse;width:100%;font:10pt Times New Roman, Times, Serif;border-spacing:0px"> <tr style="vertical-align:bottom;background-color:rgb(204,238,255)"> <td style="width:35%;font:10pt Times New Roman, Times, Serif;text-align:left">Assumed Portfolio Return (Net of Expenses)</td> <td style="width:1%;font:10pt Times New Roman, Times, Serif"> </td> <td style="width:1%;font:10pt Times New Roman, Times, Serif;text-align:left"> </td> <td style="width:10%;font:10pt Times New Roman, Times, Serif;text-align:right">-10.00</td> <td style="width:1%;font:10pt Times New Roman, Times, Serif;text-align:left">%</td> <td style="width:1%;font:10pt Times New Roman, Times, Serif"> </td> <td style="width:1%;font:10pt Times New Roman, Times, Serif;text-align:left"> </td> <td style="width:10%;font:10pt Times New Roman, Times, Serif;text-align:right">-5.00</td> <td style="width:1%;font:10pt Times New Roman, Times, Serif;text-align:left">%</td> <td style="width:1%;font:10pt Times New Roman, Times, Serif"> </td> <td style="width:1%;font:10pt Times New Roman, Times, Serif;text-align:left"> </td> <td style="width:10%;font:10pt Times New Roman, Times, Serif;text-align:right">0.00</td> <td style="width:1%;font:10pt Times New Roman, Times, Serif;text-align:left">%</td> <td style="width:1%;font:10pt Times New Roman, Times, Serif"> </td> <td style="width:1%;font:10pt Times New Roman, Times, Serif;text-align:left"> </td> <td style="width:10%;font:10pt Times New Roman, Times, Serif;text-align:right">5.00</td> <td style="width:1%;font:10pt Times New Roman, Times, Serif;text-align:left">%</td> <td style="width:1%;font:10pt Times New Roman, Times, Serif"> </td> <td style="width:1%;font:10pt Times New Roman, Times, Serif;text-align:left"> </td> <td style="width:10%;font:10pt Times New Roman, Times, Serif;text-align:right">10.00</td> <td style="width:1%;font:10pt Times New Roman, Times, Serif;text-align:left">%</td> </tr> <tr style="vertical-align:bottom;background-color:White"> <td style="font:10pt Times New Roman, Times, Serif;text-align:left">Corresponding Return to Shareholder</td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:right">-10.77</td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left">%</td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:right">-5.52</td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left">%</td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:right">-0.27</td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left">%</td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:right">4.98</td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left">%</td> <td style="font:10pt Times New Roman, Times, Serif"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left"> </td> <td style="font:10pt Times New Roman, Times, Serif;text-align:right">10.23</td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left">%</td> </tr> </table> </div> -0.1077 -0.0552 -0.0027 0.0498 0.1023 <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:center"><span id="pros_008"><strong>PRINCIPAL RISK FACTORS</strong></span></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">All investments carry risks to some degree. The Fund cannot guarantee that its investment objective will be achieved or that its strategy of investing in the Investment Funds will be successful. <strong>An investment in the Fund involves substantial risks, including the risk that the entire amount invested may be lost. </strong>The Fund allocates its assets to Underlying Managers and invests in Investment Funds that invest in and actively trade securities and other financial instruments using a variety of strategies and investment techniques that may involve significant risks. Various other types of risks are also associated with investments in the Fund, including risks relating to the fund of funds structure of the Fund, risks relating to compensation arrangements and risks relating to the limited liquidity of the Shares. Below is a list of principal risks of investing in the Fund. Different risks may be more significant at different times, depending on market conditions.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><strong>GENERAL RISKS</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>LACK OF OPERATING HISTORY OF INVESTMENT FUNDS. </i>Certain Investment Funds may be newly formed entities that have no operating histories. In such cases, the Advisers may evaluate the past investment performance of the applicable Underlying Managers or of their personnel. However, this past investment performance may not be indicative of the future results of an investment in an Investment Fund. Although the Advisers and their affiliates and their personnel have experience evaluating the performance of alternative asset managers and providing manager selection and asset allocation services to clients, the Fund’s investment program should be evaluated on the basis that there can be no assurance that the Advisers’ assessments of Underlying Managers, and in turn their assessments of the short-term or long-term prospects of investments, will prove accurate. Thus, the Fund may not achieve its investment objective and its NAV may decrease.</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>INDUSTRY CONCENTRATION RISK. </i>Investment Funds generally are not subject to industry concentration restrictions on their investments and, in some cases, may invest 25% or more of the value of their total assets in a single industry or group of related industries. Although the Fund does not believe it is likely to occur given the nature of its investment program, it is possible that, at any given time, the assets of Investment Funds in which the Fund has invested will, in the aggregate, be invested in a single industry or group of related industries constituting 25% or more of the value of their combined total assets. Because these circumstances may arise, the Fund is subject to the risk that a significant portion of its assets may at times be exposed to the risks associated with investing in the securities of issuers engaged in similar businesses that are likely to be affected by the same market conditions and other industry-specific risk factors. Industry-based risks, any of which may adversely affect Investment Funds, and indirectly, the Fund, may include, but are not limited to legislative or regulatory changes, adverse market conditions and/or increased competition within the industry or group of industries. In addition, at times, an industry or group of industries may be out of favor and underperform other industries, groups of industries or the market as a whole. Investment Funds are not generally required to provide current information regarding their investments to their investors (including the Fund), but the Fund will consider the investments of the Investment Funds to the extent that it has such information. The Fund and the Investment Adviser may not be able to determine at any given time whether or the extent to which Investment Funds, in the aggregate, have invested 25% or more of their combined assets in any particular industry.</p> <div style="display:none"> <div> </div> </div> </div> </div> <div> </div> <div> <div> <div style="font:10pt Times New Roman, Times, Serif"> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>RECENT MARKET CIRCUMSTANCES. </i>The value of the Fund’s investments may increase or decrease in response to expected, real or perceived economic, political or financial events in the U.S. or global markets. The frequency and magnitude of such changes in value cannot be predicted. Certain securities and other investments held by the Fund may experience increased volatility, illiquidity, or other potentially adverse effects in response to changing market conditions, inflation/deflation, changes in interest rates, lack of liquidity in the bond or equity markets, volatility in the equity markets. U.S. or global markets may be adversely affected by uncertainties and events or the threat or potential of one or more such events and developments in the U.S. and around the world, such as major cybersecurity events, geopolitical events (including wars, terror attacks, natural disasters, spread of infectious disease (including epidemics or pandemics) or other public health emergencies), social unrest, political developments, changes in government policies, taxation, threatened or actual imposition of tariffs, restrictions on foreign investment and currency repatriation, currency fluctuations and developments in the laws and regulations in the U.S. and other countries, or other political, regulatory, economic and social developments, and developments that impact specific economic sectors, industries or segments of the market.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">In the first half of 2025, the United States enacted or proposed to enact significant new tariffs, and various federal agencies were directed to further evaluate key aspects of U.S. trade policy, which could potentially lead to significant changes to current policies, treaties, and tariffs. Significant uncertainty about the future relationship between the U.S. and other countries with respect to such trade policies, treaties and tariffs continues to exist. These developments, or the perception that any of them could occur, may have a material adverse effect on global trade, in particular, trade between the impacted nations and the U.S.; global financial markets’ stability; and global economic conditions.</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">The Fund cannot predict the effects or likelihood of such events on the U.S. and global economies, the value of the Shares or the NAV of the Fund. The issuers of securities, including those held in the Fund’s portfolio, could be materially impacted by such events, which may, in turn, negatively affect the value of such securities or such issuers’ ability to make interest payments or distributions to the Fund. These risks may be magnified if certain events or developments adversely interrupt the global supply chain; in these and other circumstances, such risks might affect companies worldwide due to increasingly interconnected global economies and financial markets.</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>REPURCHASE OFFERS; LIMITED LIQUIDITY. </i>Shares in the Fund provide limited liquidity since Shareholders will not be able to redeem Shares on a daily basis. A Shareholder may not be able to tender its Shares in the Fund promptly after it has made a decision to do so. In addition, with very limited exceptions, Shares are not transferable, and liquidity will be provided only through repurchase offers made from time to time by the Fund. Shares in the Fund are therefore suitable only for investors who can bear the risks associated with the limited liquidity of Shares and should be viewed as a long-term investment.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">The Fund will offer to purchase only a small portion of its Shares (generally each quarter), and there is no guarantee that Shareholders will be able to sell all of the Shares that they desire to sell in any particular repurchase offer. If a repurchase offer is oversubscribed, the Fund may repurchase only a pro rata portion of the Shares tendered by each Shareholder. The potential for proration may cause some investors to tender more Shares for repurchase than they wish to have repurchased. The decision to offer to repurchase Shares is in the complete and absolute discretion of the Board and the Board may, under certain circumstances, elect not to offer to repurchase Shares.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">The Fund’s repurchase policy will have the effect of decreasing the size of the Fund over time from what it otherwise would have been. Such a decrease may therefore force the Fund to sell assets it would not otherwise sell. It may also reduce the investment opportunities available to it and cause its expense ratio to increase.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">Payment for repurchased Shares may require the Fund to liquidate portfolio holdings earlier than the Advisers would otherwise want, potentially resulting in losses, and may increase the Fund’s portfolio turnover, subject to such policies as may be established by the Board in an attempt to avoid or minimize potential losses and turnover resulting from the repurchase of Shares.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">If a Shareholder tenders all of its Shares (or a portion of its Shares) in connection with a repurchase offer made by the Fund, that tender may not be rescinded by the Shareholder after the date on which the repurchase offer terminates. However, although the amount payable to the Shareholder will be based on the value of the Fund’s assets as of the repurchase date, the value of Shares that are tendered by Shareholders generally will not be determined until a date approximately one month later. Thus, a Shareholder will not know its repurchase price until after it has irrevocably tendered its Shares. See “TENDER OFFERS/OFFERS TO REPURCHASE” and “TENDER/REPURCHASE PROCEDURES.”</p> </div> <div style="display:none"> <div> </div> </div> </div> <div> </div> <div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>BORROWING; USE OF LEVERAGE. </i>The Fund may leverage its investments with the Underlying Managers by “borrowing.” In addition, the strategies implemented by the Underlying Managers typically are leveraged. The use of leverage increases both risk of loss and profit potential. The Advisers may cause the Fund to use various methods to leverage investments, including (i) borrowing, (ii) swap agreements or other derivative instruments, (iii) employing certain Underlying Managers (many of which trade on margin and do not generally need additional capital in order to increase the level of the positions they acquire for it) to trade notional equity in excess of the equity actually available in their accounts or (iv) a combination of these methods. The Fund expects that under normal business conditions it will utilize a combination of the leverage methods described above. The Fund is subject to the Investment Company Act requirement that an investment company satisfy an asset coverage requirement of 300% of its indebtedness, including amounts borrowed, measured at the time the investment company incurs the indebtedness. This means that at any given time, the value of the Fund’s total indebtedness may not exceed one-third of the value of its total assets (including such indebtedness). The Fund may be required to dispose of assets on unfavorable terms if market fluctuations or other factors reduce the Fund’s asset coverage to less than the prescribed amount. These limits do not apply to the Investment Funds and, therefore, the Fund’s portfolio may be exposed to the risk of highly leveraged investment programs of certain Investment Funds.</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>DERIVATIVE INSTRUMENTS. </i>The Fund and some or all of the Investment Funds may use options, swaps, futures contracts, forward agreements and other derivatives contracts. Transactions in derivative instruments present risks arising from the use of leverage, when applicable (which increases the magnitude of losses), volatility, the possibility of default by a counterparty and illiquidity. The price and value of derivatives can be negatively affected by a number of factors, including general market volatility, the volatility of the assets or financial indicators underlying the derivative, market demand and supply, interest rates, foreign currency exchange rates, index prices, commodity prices, equity prices, prices in the exchange-traded and cleared derivatives markets, investor perception and other political or economic factors. Since derivatives are linked to one or multiple underlying interests, the price or value of the derivatives may also be subject to considerable fluctuations due to the risks associated with the underlying interest. The use of derivative instruments for hedging or speculative purposes by the Fund or the Investment Funds could present significant risks, including the risk of losses in excess of the amounts invested. The Fund or an Investment Fund may leverage its investments by “borrowing” and be exposed to similar risks.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">The Fund has adopted procedures for investing in derivatives and other transactions in compliance with Rule 18f-4. The Fund intends to be a limited derivatives user under Rule 18f-4 of the Investment Company Act. As a limited derivatives user, the Fund’s derivatives exposure, excluding certain currency and interest rate hedging transactions, may not exceed 10% of its net assets. This restriction is not fundamental and may be changed by the Fund without a shareholder vote. Limits or restrictions applicable to the counterparties or issuers, as applicable, with which the Fund may engage in derivative transactions could also limit or prevent the Fund from using certain instruments.</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>LEGAL, TAX AND REGULATORY.</i> Legal, tax and regulatory changes could occur that may materially adversely affect the Fund. For example, the regulatory and tax environment for derivative instruments in which the Fund and Underlying Managers may participate is evolving, and changes in the regulation or taxation of derivative instruments may materially adversely affect the value of derivative instruments held by the Fund and the ability of the Fund to pursue its trading strategies. On October 28, 2020, the SEC adopted Rule 18f-4 under the Investment Company Act relating to a registered investment company’s use of derivatives and related instruments. Rule 18f-4 prescribes specific value-at-risk leverage limits for certain derivatives users and requires certain derivatives users to adopt and implement a derivatives risk management program (including the appointment of a derivatives risk manager and the implementation of certain testing requirements), and prescribes reporting requirements in respect of derivatives. Subject to certain conditions, if a fund qualifies as a “limited derivatives user,” as defined in Rule 18f-4, it is not subject to the full requirements of Rule 18f-4. In connection with the adoption of Rule 18f-4, the SEC rescinded certain of its prior guidance regarding asset segregation and coverage requirements in respect of derivatives transactions and related instruments. With respect to reverse repurchase agreements or other similar financing transactions in particular, Rule 18f-4 permits a fund to enter into such transactions if the fund either (i) complies with the asset coverage requirements of Section 18 of the Investment Company Act, and combines the aggregate amount of indebtedness associated with all tender option bonds or similar financing with the aggregate amount of any other senior securities representing indebtedness when calculating the relevant asset coverage ratio, or (ii) treats all tender option bonds or similar financing transactions as derivatives transactions for all purposes under Rule 18f-4. The Fund has adopted procedures for investing in derivatives and other transactions in compliance with Rule 18f-4. The Fund intends to continue to be treated as a limited derivatives user under Rule 18f-4. As a limited derivatives user, the Fund’s derivatives exposure, excluding certain currency and interest rate hedging transactions, may not exceed 10% of its net assets. This restriction is not fundamental and may be changed by the Fund without a Shareholder vote. Rule 18f-4 under the Investment Company Act may require the Fund and certain Underlying Managers to observe more stringent asset coverage and related requirements than were previously imposed by the Investment Company Act, which could adversely affect the value or performance of the Fund. Limits or restrictions applicable to the counterparties or issuers, as applicable, with which the Fund and Underlying Managers may engage in derivative transactions could also limit or prevent the Fund or Underlying Managers from using certain instruments.</p> <div style="display:none"> <div> </div> </div> </div> <div> </div> <div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">Similarly, the regulatory environment for leveraged investors and for hedge funds generally is evolving, and changes in the direct or indirect regulation of leveraged investors or hedge funds may materially adversely affect the ability of the Fund to pursue its investment objective or strategies. Increased regulatory oversight and other legislation or regulation relating to hedge fund managers, hedge funds and funds of hedge funds could result. Such legislation or regulation could pose additional risks and result in material adverse consequences to the private Investment Funds (“Private Investment Vehicles”) or the Fund and/or limit potential investment strategies that would have otherwise been used by the Underlying Managers or the Fund in order to seek to obtain higher returns.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">As of the date hereof, there is uncertainty with respect to legislation, regulation and government policy at the federal, state and local levels, as respects U.S. trade, tax, healthcare, immigration, foreign and government regulatory policy. To the extent the U.S. Congress or presidential administration implements additional changes to U.S. policy, those changes may impact, among other things, the U.S. and global economy, international trade and relations, unemployment, immigration, healthcare, tax rates, the U.S. regulatory environment and inflation, among other areas. Until any additional policy changes are finalized, it cannot be known whether the Fund, Underlying Managers or their investments or future investments may be positively or negatively affected, or the impact of continuing uncertainty. Each prospective investor should also be aware that developments in the tax laws of the United States or other jurisdictions where the Fund or its Investment Funds invest could have a material effect on the tax consequences to the Shareholders. In the event of any such change in law, each Shareholder is urged to consult its own tax advisers.</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>LEGISLATION AND REGULATORY RISK. </i>At any time after the date of this Prospectus, legislation or additional regulations may be enacted that could negatively affect the assets of the Fund or the issuers of such assets. Changing approaches to regulation may have a negative impact on the assets in which the Fund invests. Legislation or regulation may also change the way in which the Fund is regulated. New or amended regulations may be imposed by the Commodity Futures Trading Commission, the SEC, the Federal Reserve or other financial regulators, other governmental regulatory authorities or self-regulatory organizations that supervise the financial markets that could adversely affect the Fund. There can be no assurance that future legislation, regulation or deregulation will not have a material adverse effect on the Fund or will not impair the ability of the Fund to achieve its investment objectives. The Fund also may be adversely affected by changes in the enforcement or interpretation of existing statutes and rules by these governmental authorities or self-regulatory organizations.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>INVESTMENT AND MARKET RISK. </i>An investment in the Shares represents an indirect investment in the securities owned by the Fund. The value of these securities, like other market investments, may move up or down, sometimes rapidly and unpredictably. Accordingly, an investment in the Fund’s Shares is subject to investment risk, including the possible loss of the entire amount that you invest. Your Shares at any point in time may be worth less than your original investment, even after taking into account the reinvestment of Fund dividends and distributions.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>CO-INVESTMENT RISK. </i>Co-investments involve risks not present in investments where third-party co-investors are not involved, including the possibility that a third-party co-investor may at any time have financial difficulties resulting in a negative impact on such investment, may have economic or business interests or goals that are inconsistent with those of the Fund, or may be in a position to take (or block) action in a manner contrary to the Fund’s investment objectives. In addition, the Fund may in certain circumstances be liable for actions of the third-party co-investors. Furthermore, if a co-investor defaults on its funding obligations, the Fund may be required to make up the shortfall and/or be subject to other penalties under the terms of the applicable co-investment.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">It may also be difficult for the Fund to sell or otherwise dispose its interests in a co-investment. If control over a co-investment is shared with another person, deadlocks could result which could delay the execution of the business plan for such investment, require the Fund to engage in a buy-sell of the venture with the co-investor or conduct the forced sale of such investment or otherwise adversely affect such investment’s returns or value. As a result, the Fund may be unable to fully realize its expected return on any such co-investment.</p> </div> <div style="display:none"> <div> </div> </div> </div> <div> </div> <div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">Although the Investment Adviser will monitor the performance of each co-investment made by the Fund, there can be no assurance that any Investment Adviser will be able to manage a co-investment successfully. The Investment Company Act imposes significant limits on co-investments with affiliates of the Fund.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">The Investment Adviser and the Fund have obtained an exemptive order from the SEC that permits the Fund, including any subsidiary, to participate in certain negotiated investments alongside affiliates of the Investment Adviser (the “Order”). The Order is subject to certain terms and conditions, including (i) opportunities are allocated fairly and equitably among the Funds and other affiliated funds; (ii) the terms of the proposed transaction are reasonable and fair to the Fund and its Shareholders and do not involve overreaching of the Fund or its Shareholders on the part of any person concerned; and (iii) the transaction is in the best interests of the Fund. The Order is subject to certain terms and conditions so there can be no assurance that the Fund will be permitted to invest in aggregated transactions alongside certain of the Fund’s affiliates other than in the circumstances currently permitted by regulatory guidance and the Order. The Investment Adviser’s co-investment policy can be revised at any time without notice to, or consent from, the Shareholders.</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>RELIANCE ON CO-INVESTMENT ORDER RISK. </i>The Fund is subject to certain limitations relating to co-investments and joint transactions with affiliates, which, in certain circumstances, may limit the Fund’s ability to make investments or enter into other transactions alongside the Investment Adviser or Sub-Adviser’s other clients. The Fund and Investment Adviser have been granted an Order from the SEC that permits the Fund to participate in certain negotiated investments alongside other funds managed by the Investment Adviser or certain of its affiliates outside the parameters of Section 17 of the Investment Company Act, subject to certain conditions. Although the Fund and Investment Adviser have obtained the Order, the Fund could be limited in its ability to invest in certain investments in which the Investment Adviser or any of its affiliates are investing or are invested. Ultimately, an inability to receive the desired allocation to certain investments could represent a risk to the Fund’s ability to achieve the desired investment returns.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>NON-QUALIFICATION AS A REGULATED INVESTMENT COMPANY. </i>If for any taxable year the Fund were to fail to qualify as a RIC under Subchapter M of Subtitle A, Chapter 1, of the Internal Revenue Code of 1986, as amended (the “Code”), all of its taxable income would be subject to tax at regular corporate rates without any deduction for distributions. To qualify as a RIC, the Fund must meet three numerical requirements each year regarding (i) the diversification of the assets it holds, (ii) the income it earns, and (iii) the amount of taxable income that it distributes to Shareholders. These requirements and certain additional tax risks associated with investments in the Fund are discussed in “TAXES” in this Prospectus.</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>RATING AGENCIES RISK. </i>Rating agencies may fail to make timely changes in credit ratings and an issuer’s current financial condition may be better or worse than a rating indicates. In addition, rating agencies are subject to an inherent conflict of interest because they are often compensated by the same issuers whose securities they grade.</p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>NON-DIVERSIFIED STATUS. </i>The Fund is a “non-diversified” management investment company under the Investment Company Act. This means that the Fund may invest a greater portion of its assets in a limited number of issuers than would be the case if the Fund were classified as a “diversified” management investment company. Although the Investment Adviser follows a general policy of seeking to spread the Fund’s capital among multiple Investment Funds, the Investment Adviser may depart from such policy from time to time and one or more Investment Funds may be allocated a relatively large percentage of the Fund’s assets. Accordingly, the Fund may be subject to greater risk with respect to its portfolio securities than a “diversified” fund because changes in the financial condition or market assessment of a single issuer may cause greater fluctuation in the value of its interests. However, the Fund will be subject to diversification requirements applicable to RICs under the Code.</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>RELIANCE ON KEY PERSONS RISK. </i>The Fund relies on the services of certain executive officers who have relevant knowledge of alternative investment strategies and familiarity with the Fund’s investment objective, strategies and investment features. The loss of the services of any of these key personnel could have a material adverse impact on the Fund.</p> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>DEPENDENCE ON THE INVESTMENT ADVISER. </i>The Investment Adviser has its discretion to make all investment decisions for the Fund and therefore the Investment Adviser is responsible for the selection of, and allocation and reallocation of the Fund’s assets among, the Fund’s investments. The Investment Adviser may hire (subject to the approval of the Fund’s Board and, except as otherwise permitted under the terms of any applicable exemptive relief obtained from the SEC, or by rule or regulation, a majority of the outstanding voting securities of the Fund) and thereafter supervise the investment activities of one or more sub-advisers engaged to carry out the investment program of the Fund. The success of the Fund depends on the Investment Adviser’s ability to select and construct an appropriate investment portfolio. The Investment Adviser’s judgment may be incorrect, and subjective decisions made by the Investment Adviser may cause the Fund to incur losses or to miss profit opportunities on which it could otherwise have capitalized. Any loss or turnover of the Investment Adviser’s personnel responsible for making investment decisions may have a material adverse effect on the operations and performance of the Fund.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>CYBERSECURITY RISK</i>. The Fund and its service providers are susceptible to cyber security risks that include, among other things, theft, unauthorized monitoring, release, misuse, loss, destruction or corruption of confidential and highly restricted data; denial of service attacks; unauthorized access to relevant systems, compromises to networks or devices that the Fund and its service providers use to service the Fund’s operations; or operational disruption or failures in the physical infrastructure or operating systems that support the Fund and its service providers. The use of artificial intelligence and machine learning could exacerbate these risks or result in cyber security incidents that implicate personal data. Cyber-attacks against or security breakdowns of the Fund or its service providers may adversely impact the Fund and its Shareholders, potentially resulting in, among other things, financial losses; the inability of Shareholders to transact business and the Fund to process transactions; inability to calculate the Fund’s NAV; violations of applicable privacy and other laws; regulatory fines, penalties, reputational damage, reimbursement or other compensation costs; and/or additional compliance costs. The Fund may incur additional costs for cyber security risk management and remediation purposes. In addition, cyber security risks may also impact issuers of securities in which the Fund invests, which may cause the Fund’s investment in such issuers to lose value. There can be no assurance that the Fund or its service providers will not suffer losses relating to cyber-attacks or other information security breaches in the future. The foregoing cybersecurity risks are also applicable to Investment Funds and their service providers.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>DISASTER RECOVERY AND DATA SECURITY. </i>In managing the Fund, the Investment Adviser relies on information technology and data management systems which can fail or be subject to interruption or destruction caused by natural or man-made occurrences such as extreme weather, fires, earthquakes, power loss, telecommunications failures, terrorist attacks, hacking, break-ins, sabotage, intentional acts of destruction, vandalism, or similar events or misconduct. Any failure, interruption, or destruction of the Investment Adviser’s information technology systems or data could have a material adverse impact on the operations of the Investment Adviser and/or the Fund. In addition, a breach in the security of the Investment Adviser’s systems could result in the theft, disclosure, or loss of investor, proprietary, and other sensitive information relating to the Investment Adviser and/or the Fund, which in turn could lead to litigation in which the Fund could incur liability. The Investment Adviser has in place information security, incident response, backup, and disaster recovery procedures intended to prevent or mitigate damage if such an event occurs. However, a breach could nevertheless occur, and such procedures could fail or be insufficient to avoid, mitigate, or remedy the breach. Moreover, the ever-changing methods and technologies used to obtain unauthorized access to systems through means such as third-party acts, computer error, malicious code, employee error, or malfeasance often are not known until used against a potential target. Therefore, the Investment Adviser may be unable to anticipate the destructive or invasive methods and technologies that could be used against its systems or to implement adequate protections. The foregoing disaster recovery and data security risks are also applicable to Underlying Managers of Investment Funds.</p> </div> <div> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"><strong>SPECIAL RISKS OF FUND OF FUNDS STRUCTURE</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>NO REGISTRATION OF INVESTMENTS FUNDS. </i>Investment Funds generally will not be registered as investment companies under the Investment Company Act. Accordingly, the provisions of the Investment Company Act, which, among other things, require investment companies to have securities held in custody at all times in segregated accounts and regulate the relationship between the investment company and its asset management, are not applicable to an investment in the Investment Funds. In addition, Investment Funds generally are not obligated to disclose the contents of their portfolios. This lack of transparency may make it difficult for the Advisers to monitor whether holdings of the Investment Funds cause the Fund to be above specified levels of ownership in certain investment strategies. Although the Fund expects to receive information from each Underlying Manager regarding its investment performance on a regular basis, in most cases there is little or no means of independently verifying this information. An Underlying Manager may use proprietary investment strategies that are not fully disclosed to its investors and may involve risks under some market conditions that are not anticipated by the Fund. In addition, while many Underlying Managers will register with the SEC and state agencies as a result of developments in certain laws, rules and regulations, some Underlying Managers may still be exempt from registration. In such cases, these Underlying Managers will not be subject to various disclosure requirements and rules that would apply to registered investment advisers. Similarly, while many Underlying Managers will register as commodity pool operators under the Commodity Exchange Act, other Underlying Managers will be exempt from registration and will not be subject to various disclosure requirements and rules that would apply to registered commodity pool operators.</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>UNDERLYING INVESTMENT FUND RISK. </i>When the Fund invests in securities issued by an Investment Fund, it will bear its pro rata portion of the Investment Fund’s expenses, including advisory fees. These expenses are in addition to the direct expenses of the Fund’s own operations, thereby increasing indirect costs and potentially reducing returns to Shareholders. An Investment Fund in which the Fund invests has its own investment risks, and those risks can affect the value of the Investment Fund’s shares and therefore the value of the Fund’s investments. There can be no assurance that the investment objective of an Investment Fund will be achieved. An Investment Fund may change its investment objective or policies without the Fund’s approval, which could force the Fund to withdraw its investment from such Investment Fund at a time that is unfavorable to the Fund. In addition, one Investment Fund may buy the same securities that another Investment Fund sells. Therefore, the Fund would indirectly bear the costs of these trades without accomplishing any investment purpose. Additionally, the shares of closed-end funds frequently trade at a discount to their NAV. There can be no assurance that the market discount on shares of any closed-end fund purchased by the Fund will ever decrease, and it is possible that the discount may increase.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>OTHER INVESTMENT COMPANIES. </i>The Fund may invest in the securities of other investment companies to the extent that such investments are consistent with the Fund’s investment objectives and permissible under the Investment Company Act. Under one provision of the Investment Company Act, the Fund may not acquire the securities of other investment companies if, as a result, (i) more than 10% of the Fund’s total assets would be invested in securities of other investment companies, (ii) such purchase would result in more than 3% of the total outstanding voting securities of any one investment company being held by the Fund or (iii) more than 5% of the Fund’s total assets would be invested in any one investment company. In some instances, the Fund may invest in an investment company in excess of these limits. For example, the Fund may invest in other registered investment companies, such as mutual funds, closed-end funds and ETFs, and in business development companies (“BDCs”) in excess of the statutory limits imposed by the Investment Company Act in reliance on Rule 12d1-4 under the Investment Company Act. These investments would be subject to the applicable conditions of Rule 12d1-4, which in part would affect or otherwise impose certain limits on the investments and operations of the underlying fund. Accordingly, if the Fund serves as an “underlying fund” to another investment company, the Fund’s ability to invest in other investment companies, private funds and other investment vehicles may be limited and, under these circumstances, the Fund’s investments in other investment companies, private funds and other investment vehicles will be consistent with applicable law and/or exemptive relief obtained from the SEC.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>MULTIPLE LEVELS OF FEES AND EXPENSES. </i>Most of the Investment Funds may be subject to a performance-based fee or allocation, irrespective of the performance of other Investment Funds and the Fund generally. Accordingly, an Underlying Manager to an Investment Fund with positive performance may receive performance-based compensation from the Investment Fund, and thus indirectly from the Fund and its Shareholders, even if the Fund’s overall performance is negative. Generally, fees payable to Underlying Managers of the Investment Funds will range from 0% to 3% (annualized) of the average NAV of the Fund’s investment. In addition, certain Underlying Managers charge an incentive allocation or fee generally ranging from 10% to 35% of an Investment Fund’s net profits, although it is possible that such ranges may be exceeded for certain Underlying Managers. The performance-based compensation received by an Underlying Manager also may create an incentive for that Underlying Manager to make investments that are riskier or more speculative than those that it might have made in the absence of the performance-based allocation. Such compensation may be based on calculations of realized and unrealized gains made by the Underlying Manager without independent oversight.</p> </div> </div> <div> </div> <div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>UNDERLYING MANAGERS INVEST INDEPENDENTLY. </i>The Underlying Managers generally invest wholly independently of one another and may at times hold economically offsetting positions. To the extent that the Investment Funds do, in fact, hold such positions, the Fund’s portfolio, considered as a whole, may not achieve any gain or loss despite incurring fees and expenses in connection with such positions. Furthermore, it is possible that from time to time, various Investment Funds selected by the Advisers may be competing with each other for the same positions in one or more markets. To the extent that the Investment Funds do, in fact, hold the same positions, the Fund’s portfolio, considered as a whole, may experience magnified gain or loss corresponding with the same position held by each Investment Fund and incur additional fees and expenses in connection with the same position.</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>LIQUIDITY CONSTRAINTS OF INVESTMENT FUNDS. </i>Since the Fund may make additional investments in or affect withdrawals from an Investment Fund only at certain times pursuant to limitations set forth in the governing documents of the Investment Fund, the Fund from time to time may have to invest a greater portion of its assets temporarily in money market securities than it otherwise might wish to invest and may have to borrow money to repurchase Shares. The redemption or withdrawal provisions regarding the Investment Funds vary from fund to fund. Therefore, the Fund may not be able to withdraw its investment in an Investment Fund promptly after it has made a decision to do so. Some Investment Funds may impose early redemption fees while others may not. This may adversely affect the Fund’s investment return or increase the Fund’s expenses and limit the Fund’s ability to make offers to repurchase Shares from Shareholders.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">Some Investment Funds may be permitted to redeem their interests in-kind. Thus, upon the Fund’s withdrawal of all or a portion of its interest in such an Investment Fund, it may receive securities that are illiquid or difficult to value. See “<i>CALCULATION OF NET ASSET VALUE</i>.” In these circumstances, the Advisers do not intend to distribute securities to Shareholders and therefore would seek to dispose of these securities in a manner that is in the best interests of the Fund.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">Limitations on the Fund’s ability to withdraw its assets from Investment Funds may, as a result, limit the Fund’s ability to repurchase Shares. For example, many Investment Funds may impose lock-up periods prior to allowing withdrawals, which can be for up to two years or longer from the date of the Fund’s investment. After expiration of the lock-up period, withdrawals may be permitted only on a limited basis, such as semi-annually or annually. Because the primary source of funds to repurchase Shares will be withdrawals from Investment Funds, the application of these lock-ups and other withdrawal limitations, such as gates or suspension provisions, will significantly limit the Fund’s ability to tender its Shares for repurchase.</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>VALUATION OF INVESTMENT FUNDS. </i>The valuation of the Fund’s investments in Investment Funds is ordinarily determined based upon valuations calculated by the Administrator, in accordance with valuation procedures approved by the Board and based on information provided by the Investment Funds or their respective administrators. Although the Advisers review the valuation procedures used by all Underlying Managers, neither the Advisers nor the Administrator can confirm or review the accuracy of valuations provided by Investment Funds or their administrators. Further, the Distributor does not have any responsibility or obligation to verify the valuation determinations made for the Fund's investments, including valuation determinations with respect to the Investment Funds. An Underlying Manager may face a conflict of interest in valuing such securities since their values will affect the Underlying Manager’s compensation.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">If an Underlying Manager’s valuations are consistently delayed or inaccurate, the Advisers generally will consider whether the Investment Fund continues to be an appropriate investment for the Fund. The Fund may be unable to sell interests in such an Investment Fund quickly, and could therefore be obligated to continue to hold such interests for an extended period of time. In such a case, such interests would continue to be valued without the benefit of the Underlying Manager’s valuations, and the Advisers may determine to discount the value of the interests or value them at zero, if deemed to be the fair value of such holding. Revisions to the Fund’s gain and loss calculations will be an ongoing process, and no appreciation or depreciation figure can be considered final until the annual audits of Investment Funds are completed. Promoting transparency and receiving necessary information from Investment Funds, especially Private Investment Vehicles, may possibly be an impediment to monitoring the performance of such Investment Funds on a regular basis.</p> </div> </div> <div> </div> <div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>VALUATIONS SUBJECT TO ADJUSTMENT.</i> The valuations reported by the Private Investment Vehicles, based upon which the Fund determines its month-end net asset value and the net asset value per Share, may be subject to later adjustment or revision. For example, fiscal year-end net asset value calculations of the Private Investment Vehicles may be revised as a result of audits by their independent auditors. Other adjustments may occur from time to time. Because such adjustments or revisions, whether increasing or decreasing the net asset value of the Fund at the time they occur, relate to information available only at the time of the adjustment or revision, the adjustment or revision may not affect the amount of the repurchase proceeds of the Fund received by Shareholders who had their Shares repurchased prior to such adjustments and received their repurchase proceeds. As a result, to the extent that such subsequently adjusted valuations from the Private Investment Vehicles or revisions to the net asset value of a Private Investment Vehicle or direct private equity investment adversely affect the Fund’s net asset value, the outstanding Shares may be adversely affected by prior repurchases to the benefit of Shareholders who had their Shares repurchased at a net asset value higher than the adjusted amount. Conversely, any increases in the net asset value resulting from such subsequently adjusted valuations may be entirely for the benefit of the outstanding Shares and to the detriment of Shareholders who previously had their Shares repurchased at a net asset value lower than the adjusted amount. The same principles apply to the purchase of Shares. New Shareholders may be affected in a similar way.</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>HIGH PORTFOLIO TURNOVER. </i>The Fund’s activities involve investment in the Investment Funds, which may invest on the basis of short-term market considerations. The turnover rate within the Investment Funds may be significant, potentially involving negative tax implications and substantial brokerage commissions, and fees. The Fund will have no control over this turnover. It is anticipated that the Fund’s income and gains, if any, will be primarily derived from ordinary income. In addition, the withdrawal of the Fund from an Investment Fund could involve expenses to the Fund under the terms of the Fund’s investment.</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>INDEMNIFICATION OF INVESTMENT FUNDS. </i>The Underlying Managers often have broad indemnification rights and limitations on liability. The Fund may also agree to indemnify certain of the Investment Funds and, subject to certain limitations imposed by the Investment Company Act and the Securities Act, their Underlying Managers from any liability, damage, cost, or expense arising out of, among other things, certain acts or omissions relating to the offer or sale of the shares of the Investment Funds.</p> </div> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:left"> </p> <div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>INVESTMENTS IN NON-VOTING SECURITIES. </i>In order to avoid becoming subject to certain Investment Company Act prohibitions with respect to affiliated transactions, the Fund intends to own less than 5% of the voting securities of each Investment Fund. This limitation on owning voting securities is intended to ensure that an Investment Fund is not deemed an “affiliated person” of the Fund for purposes of the Investment Company Act, which may, among other things, potentially impose limits on transactions with the Investment Funds, both by the Fund and other clients of the Advisers. To limit its voting interest in certain Investment Funds, the Fund may enter into contractual arrangements under which the Fund irrevocably waives its rights (if any) to vote its interests in an Investment Fund. Other accounts managed by the Advisers may also waive their voting rights in a particular Investment Fund (for example, to facilitate investment in small Investment Funds determined to be attractive by the Advisers). Subject to the oversight of the Board, the Advisers will decide whether to waive such voting rights and, in making these decisions, will consider the amounts (if any) invested by the Fund and its other clients in the particular Investment Fund. Rights may not be waived or contractually limited for an Investment Fund that does not provide an ongoing ability for follow-on investment, such as an Investment Fund having a single initial funding, closing or commitment, after which no new investment typically would occur. These voting waiver arrangements may increase the ability of the Fund and other clients of the Advisers to invest in certain Investment Funds. However, to the extent the Fund contractually forgoes the right to vote the securities of an Investment Fund, the Fund will not be able to vote on matters that require the approval of the interest holders of the Investment Fund, including matters adverse to the Fund’s interests.</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">Although the Fund may hold non-voting interests, the Investment Company Act and the rules and regulations thereunder may nevertheless require the Fund to limit its position in any one Investment Fund in accordance with applicable regulatory requirements, as may be determined by the Fund in consultation with counsel. These restrictions could change from time to time as applicable rules or interpretations thereof are modified. There are also other statutory tests of affiliation (such as on the basis of control), and, therefore, the prohibitions of the Investment Company Act with respect to affiliated transactions could apply in some situations where the Fund owns less than 5% of the voting securities of an Investment Fund. In these circumstances, transactions between the Fund and an Investment Fund may, among other things, potentially be subject to the prohibitions relating to affiliates of Section 17 of the Investment Company Act notwithstanding that the Fund has entered into a voting waiver arrangement.</p> </div> </div> <div> </div> <div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>LACK OF CONTROL OVER UNDERLYING MANAGERS. </i>The Fund will invest in Investment Funds that it believes will generally, and in the aggregate, be managed in a manner consistent with the Fund’s investment objective and strategy. The Advisers will not have any control over the Underlying Managers, thus there can be no assurances that an Underlying Manager will manage its Investment Funds in a manner consistent with the Fund’s investment objective. The Advisers may be constrained by the withdrawal limitations imposed by Private Investment Vehicles, which may restrict the Fund’s ability to terminate investments in Private Investment Vehicles that are performing poorly or have otherwise had adverse changes. The Advisers will be dependent on information provided by the Private Investment Vehicles, including quarterly unaudited financial statements, which if inaccurate, could adversely affect the Advisers’ ability to manage the Fund’s investment portfolio in accordance with its investment objectives and/or the Fund’s ability to calculate its net asset value accurately. By investing in the Fund, a Shareholder will not be deemed to be an investor in any Investment Fund and will not have the ability to exercise any rights attributable to an investor in any such Investment Fund related to their investment.</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"><strong>INVESTMENT RELATED RISKS</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"><strong>GENERAL INVESTMENT-RELATED RISKS</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>HIGHLY VOLATILE MARKETS. </i>The prices of commodities contracts and all derivative instruments, including futures and options, can be highly volatile. Price movements of forwards, futures and other derivative contracts in which an Investment Fund’s assets (and therefore the Fund’s assets) may be invested are influenced by, among other things, interest rates, the volatility of the underlying asset for the derivative contract, changing supply and demand relationships, trade, fiscal, monetary and exchange control programs and policies of governments, and national and international political and economic events and policies. In addition, governments from time to time intervene, directly and by regulation, in certain markets, particularly those in currencies, financial instruments, futures and options. Such intervention often is intended directly to influence prices and may, together with other factors, cause all of such markets to move rapidly in the same direction because of, among other things, interest rate fluctuations. Investment Funds are also subject to the risk of the failure of any exchanges on which their positions trade or of the clearinghouses for those exchanges.</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>RISKS OF SECURITIES ACTIVITIES OF THE UNDERLYING MANAGERS. </i>The Underlying Managers will invest and trade in a variety of different securities, and utilize a variety of investment instruments and techniques. Each security and each instrument and technique involves the risk of loss of capital. While the Advisers will attempt to moderate these risks, there can be no assurance that the Fund’s investment activities will be successful or that the Shareholders will not suffer losses.</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>COUNTERPARTY RISK</i>. Many of the markets in which the Investment Funds effect their transactions are “over the counter” or “inter-dealer” markets. The participants in these markets are typically not subject to credit evaluation and regulatory oversight as are members of “exchange based” markets. To the extent the Fund or an Investment Fund (each, an “Investing Fund”) invests in swaps, derivative or synthetic instruments, or other over the counter transactions, on these markets, an Investing Fund is assuming a credit risk with regard to parties with whom it trades and may also bear the risk of settlement default. These risks may differ materially from those associated with transactions effected on an exchange, which generally are backed by clearing organization guarantees, a guarantee fund to which clearing members contribute, daily marking to market and settlement, and segregation and minimum capital requirements applicable to intermediaries. Transactions entered into directly between two counterparties generally do not benefit from such protections. This exposes an Investing Fund to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions, including, because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing an Investing Fund to suffer a loss. Such counterparty risk is accentuated in the case of contracts with longer maturities where events may intervene to prevent settlement, where the contract has the potential for uncapped or big losses of the Investing Fund due to its terms, or where an Investment Fund has concentrated its transactions with a single or small group of counterparties. Investment Funds are not restricted from dealing with any particular counterparty or from concentrating any or all of their transactions with one counterparty. The ability of Investment Funds to transact business with any one or number of counterparties, the lack of any independent evaluation of such counterparties’ financial capabilities and the absence of a regulated market to facilitate settlement may increase the potential for losses by the Fund.</p> </div> </div> <div> </div> <div> <div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>VALUATION RISK. </i>Unlike publicly traded common stock, which trades on national exchanges, there is no central place or exchange for shares or interests in some of the Fund’s investments, including Private Investment Vehicles, to trade. Similarly, investments held by an Investment Fund may also not be traded on an exchange or central marketplace. Due to the lack of centralized information and trading, the valuation of such investments may carry more risk than that of common stock. Uncertainties in the conditions of the financial and other markets, incomplete or unreliable reference data, human error, lack of transparency and inconsistency of valuation models and processes may lead to inaccurate asset pricing. In addition, other market participants may value securities differently than the Fund or the Investment Funds in which the Fund invests. As a result, the Fund may be subject to the risk that when an instrument is sold in the market, the amount received by the Fund or an Investment Fund is less than the value of such instruments carried on such fund’s books.</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">When market quotations are not readily available or are deemed to be inaccurate or unreliable, the Fund’s Valuation Designee (defined below), through its Valuation Committee, values such investments at fair value as determined pursuant to the Valuation Procedures approved by the Board. As a general principle, the fair value of a security or other asset is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Shareholders should recognize that fair value pricing involves various judgments and consideration of factors that may be subjective and inexact. As a result, there can be no assurance that fair value priced assets will not result in future adjustments to the prices of securities or other assets, or that fair value pricing will reflect a price that the Fund is able to obtain upon sale. It is also possible that the fair value determined for a security or other asset will be materially different from quoted or published prices, from the prices used by others for the same security or other asset and/or from the value that actually could be or is realized upon the sale of that security or other asset. For example, <span style="text-decoration:underline">the</span> Fund’s NAV could be adversely affected if the Fund’s determinations regarding the fair value of the Fund’s investments were materially higher than the values that the Fund ultimately realizes upon the disposal of such investments. In addition, valuation for illiquid assets may require more research than for more liquid investments and elements of judgment may play a greater role in valuation in such cases than for investments with a more active secondary market because there is less reliable objective data available.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">There may not exist readily available market quotations for certain investments of the Fund and/or the Investment Funds in which the Fund invests. The most relevant information may often be provided by the issuer of such investments, which information could be extremely limited and outdated, and it may be difficult or impossible to confirm or review the accuracy of such information. Further, the issuer of such investments may face a conflict of interest in providing information or valuations to the Fund or an Investment Fund.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">For information about the value of the Fund’s investment in Private Investment Vehicles, the Investment Adviser will be dependent on information provided by the Private Investment Vehicles, including quarterly unaudited financial statements which, if inaccurate, could adversely affect the Investment Adviser’s ability to value accurately the Fund’s Shares. See “VALUATION OF INVESTMENT FUNDS” and “VALUATIONS SUBJECT TO ADJUSTMENT” under “SPECIAL RISKS OF FUND OF FUNDS STRUCTURE.”</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"><strong>INVESTMENT STRATEGY-SPECIFIC INVESTMENT-RELATED RISKS</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-indent:0.5in">In addition to the risks generally described in this Prospectus and the SAI, the following are some of the specific risks of the investment strategies:</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>STATISTICAL ARBITRAGE INVESTMENTS</i>. This strategy depends on the mispricings identified by the Underlying Manager returning to historical or predicted norms. In the event that the perceived mispricings were to fail to normalize as expected, the Investment Fund could incur a loss.</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>EQUITY MARKET NEUTRAL TRADING</i>. This strategy attempts to exploit relative mispricings among “matched” equities rather than trading based on anticipated absolute price movements. Mispricings, even if correctly identified, may not be corrected by the market, at least within a timeframe over which it is feasible for an Investment Fund to maintain a position.</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>FIXED INCOME ARBITRAGE</i>. Fixed income arbitrage strategies generally involve identifying and exploiting pricing anomalies within and across global fixed income markets and their derivatives. Evaluating credit risk for debt securities involves uncertainty because credit rating agencies throughout the world have different standards, making comparison across countries difficult. Also, the market for credit spreads is often inefficient and illiquid, making it difficult to accurately calculate discounting spreads for valuing financial instruments. It is likely that a major economic recession could disrupt severely the market for such securities and may have an adverse impact on the value of such securities. In addition, it is likely that any such economic downturn could adversely affect the ability of the issuers of such securities to repay principal and pay interest thereon and increase the incidence of default for such securities.</p> </div> </div> <div> </div> <div> <div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>CONVERTIBLE ARBITRAGE</i>. Convertible arbitrage strategies generally involve price spreads between the convertible security and the underlying equity security. To the extent the price relationships between such positions remain constant, no gain or loss on the position will occur. Such positions do, however, entail a substantial risk that the price differential could change unfavorably, causing a loss to the spread position. Substantial risks also are involved in borrowing and lending against such investments. The prices of these investments can be volatile, market movements are difficult to predict, and financing sources and related interest and exchange rates are subject to rapid change. Certain corporate securities may be subordinated (and thus exposed to the first level of default risk) or otherwise subject to substantial credit risks. Government policies, especially those of the Federal Reserve Board and foreign central banks, have profound effects on interest and exchange rates that, in turn, affect prices in areas of the investment and trading activities of convertible security arbitrage strategies. Many other unforeseeable events, including actions by various government agencies and domestic and international political events, may cause sharp market fluctuations.</p> </div> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>MERGER ARBITRAGE AND SPECIAL SITUATIONS</i>. Merger arbitrage and special situation strategies involve the purchase and sale of securities of companies involved in corporate reorganizations and business combinations, such as mergers, exchange offers, cash tender offers, spin-offs, leveraged buy-outs, restructurings and liquidations. Such strategies require an assessment of the likelihood of consummation of the proposed transaction, and an evaluation of the potential profits involved. If the event fails to occur or it does not have the effect foreseen, losses can result. For example, the adoption of new business strategies or completion of asset dispositions or debt reduction programs by a company may not be valued as highly by the market as the Underlying Manager had anticipated, resulting in losses. In addition, a company may announce a plan of restructuring which promises to enhance value and fail to implement it, resulting in losses to investors. In liquidations and other forms of corporate reorganization, the risk exists that the reorganization either will be unsuccessful, will be delayed or will result in a distribution of cash or a new security, the value of which will be less than the purchase price to the Investment Fund of the security in respect of which such distribution was made. The consummation of mergers and tender and exchange offers can be prevented or delayed by a variety of factors, including: (i) opposition of the management or stockholders of the target company, which will often result in litigation to enjoin the proposed transaction; (ii) intervention of a federal or state regulatory agency; (iii) efforts by the target company to pursue a “defensive” strategy, including a merger with, or a friendly tender offer by, a company other than the offeror; (iv) in the case of a merger, failure to obtain the necessary stockholder approvals; (v) market conditions resulting in material changes in securities prices; (vi) compliance with any applicable federal or state securities laws; and (vii) inability to obtain adequate financing.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">A major stock market correction may result in the widening of arbitrage spreads generally and in the termination of some merger and acquisition (“M&amp;A”) transactions. In the event of such a correction, to the extent the portfolios contain stock-for-stock transactions, short positions held by the Fund (through the Investment Funds) in acquiring companies are anticipated to provide a significant but not complete offset to the potential losses on long positions held by the Fund (through the Investment Funds) in target companies. A major stock market correction, and/or unforeseen global events, may also adversely affect the number and frequency of publicly announced M&amp;A transactions available for investment by the Fund (through the Investment Funds).</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"><strong>RISKS OF SECURITIES ACTIVITIES OF THE UNDERLYING MANAGERS</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">All securities investing and trading activities involve the risk of loss of capital. While the Advisers will attempt to moderate these risks, there can be no assurance that the Fund’s investment activities will be successful or that the Shareholders will not suffer losses. In addition to the risks generally described in this Prospectus and the SAI, the following discussion sets forth some of the more significant risks associated with the styles of investing which may be utilized by one or more Underlying Managers:</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>EQUITY SECURITIES</i>. Underlying Managers’ investment portfolios may include long and short positions in common stocks, preferred stocks and convertible securities of U.S. and non-U.S. issuers. Underlying Managers also may invest in depositary receipts relating to non-U.S. securities, which are subject to the risks affecting investments in foreign issuers discussed under “NON-U.S. INVESTMENTS” below. Issuers of unsponsored depositary receipts are not obligated to disclose material information in the United States, and therefore, there may be less information available regarding such issuers. Equity securities fluctuate in value, often based on factors unrelated to the value of the issuer of the securities, and such fluctuations can be pronounced.</p> </div> </div> <div> </div> <div> <div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>BONDS AND OTHER FIXED INCOME SECURITIES</i>. Investment Funds may invest in bonds and other fixed income securities, both U.S. and non-U.S., and may take short positions in these securities. Investment Funds will invest in these securities when they offer opportunities for capital appreciation (or capital depreciation in the case of short positions) and may also invest in these securities for temporary defensive purposes and to maintain liquidity. Fixed income securities include, among other securities: bonds, notes and debentures issued by U.S. and non-U.S. corporations; U.S. Government securities or debt securities issued or guaranteed by a non-U.S. Government; municipal securities; and mortgage and asset-backed securities. These securities may pay fixed, variable or floating rates of interest, and may include zero coupon obligations. Fixed income securities are subject to the risk of the issuer’s inability to meet principal and interest payments on its obligations (i.e., credit risk) and are subject to price volatility resulting from, among other things, interest rate sensitivity, market perception of the creditworthiness of the issuer and general market liquidity (i.e., market risk).</p> </div> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>ASSET-BACKED SECURITIES</i>. Investment Funds may invest in numerous types of asset-backed securities, including, for example, mortgage-backed securities. Such securities are extremely sensitive to the level and volatility of interest rates.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">Asset-backed securities are often backed by a pool of assets representing the obligations of a number of different parties and use credit enhancement techniques. Asset-backed securities present certain risks. Primarily, these securities do not have the benefit of the same security interest in the related collateral. For example, credit card receivables are generally unsecured and the debtors are entitled to the protection of a number of state and federal consumer credit laws, many of which give such debtors the right to set off certain amounts owed on the credit cards, thereby reducing the balance due. As a further example, most issuers of automobile receivables permit the servicers to retain possession of the underlying obligations. If the servicer were to sell these obligations to another party, there is a risk that the purchaser would acquire an interest superior to that of the holders of the related automobile receivables. In addition, because of the large number of vehicles involved in a typical issuance and technical requirements under state laws, the trustee for the holders of the automobile receivables may not have a proper security interest in all of the obligations backing such receivables. Therefore, there is the possibility that recoveries on repossessed collateral may not, in some cases, be available to support payments on these securities.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">Investment Fund investments may also include private mortgage pass-through securities that are issued by originators of, and investors in, mortgage loans, including savings and loan associations, mortgage banks, commercial banks, investment banks and special purpose subsidiaries of the foregoing. Private mortgage pass-through securities are usually backed by a pool of conventional fixed rate or adjustable rate mortgage loans. Such securities generally are structured with one or more types of credit enhancement. The risk of loss due to default on private mortgage-backed securities is historically higher because neither the U.S. Government nor an agency or instrumentality have guaranteed them. Timely payment of interest and principal is, however, generally supported by various forms of insurance or guarantees, including individual loan, title, pool and hazard insurance. Government entities, private insurance companies or the private mortgage poolers issue the insurance and guarantees. Investment Funds may buy mortgage-backed securities without insurance or guarantees if, through an examination of the loan experience and practices of the poolers, an Underlying Manager determines that the securities meet such Investment Fund's quality standards (if any). Private mortgage-backed securities whose underlying assets are neither U.S. Government securities nor U.S. Government-insured mortgages, to the extent that real properties securing such assets may be located in the same geographical region, may also be subject to a greater risk of default than other comparable securities in the event of adverse economic, political or business developments that may affect such region and, ultimately, the ability of property owners to make payments of principal and interest on the underlying mortgages. Non-government mortgage-backed securities are generally subject to greater price volatility than those issued, guaranteed or sponsored by government entities because of the greater risk of default in adverse market conditions. Where a guarantee is provided to an Investment Fund by a private guarantor, the Fund is indirectly subject to the credit risk of such guarantor, especially when the guarantor doubles as the originator.</p> </div> </div> <div> </div> <div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>LOW CREDIT QUALITY SECURITIES. </i>To the extent an Investment Fund invests in fixed-income securities, such Investment Fund may be permitted to invest in particularly risky investments that also may offer the potential for correspondingly high returns. As a result, such Investment Fund may lose all or substantially all of its investment in any particular instance. There is no minimum credit standard as a prerequisite to an investment in any security. Debt securities may be less than investment grade and may be considered to be “junk bonds” or be distressed or “special situations” with heightened risk of loss and/or liquidity. “Junk bonds” are considered by the rating agencies to be predominately speculative and may involve major risk exposures such as: (i) vulnerability to economic downturns and changes in interest rates; (ii) sensitivity to adverse economic changes and corporate developments; (iii) redemption or call provisions that may be exercised at inopportune times; and (iv) difficulty in accurately valuing or disposing of such securities. Such securities may rank junior to other outstanding securities and obligations of the issuer, all or a significant portion of whose debt securities may be secured by substantially all of the issuer’s assets. Moreover, the Investment Funds may invest in securities that are not protected by financial covenants or limitations on additional indebtedness.</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>NON-U.S. INVESTMENTS. </i>It is expected that some Investment Funds will invest in securities of non-U.S. companies and countries. Foreign obligations have risks not typically involved in domestic investments. Foreign investing can result in higher transaction and operating costs for the Fund. Foreign issuers are not subject to the same accounting and disclosure requirements to which U.S. issuers are subject and consequently, less information may be available to investors in companies located in such countries than is available to investors in companies located in the United States. The value of foreign investments may be affected by reduced levels of governmental exchange control regulations; foreign withholding taxes; reduced liquidity in foreign markets; fluctuations in the rate of exchange between currencies and costs associated with currency conversions; the potential difficulty in repatriating funds; expropriation or nationalization of a company’s assets; delays in settlement of transactions; other jurisdictions imposing restrictions on investments; changes in governmental economic or monetary policies in the United States or abroad; or other political and economic factors. In addition, there may be difficulty in obtaining or enforcing a court judgment abroad.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">Securities of issuers in emerging and developing markets present risks not found in securities of issuers in more developed markets. Securities of issuers in emerging and developing markets may be more difficult to sell at acceptable prices and their prices may be more volatile than securities of issuers in more developed markets. Settlements of securities trades in emerging and developing markets may be subject to greater delays than in other markets so that the Investment Fund might not receive the proceeds of a sale of a security on a timely basis. Emerging markets generally have less developed trading markets and exchanges, and legal and accounting systems. In addition, emerging markets countries may have more or less government regulation and generally do not impose as extensive and frequent accounting, auditing, financial and other reporting requirements as the securities markets of more developed countries. The accounting, auditing and financial reporting standards and practices applicable to emerging market companies may be less rigorous, and there may be significant differences between financial statements prepared in accordance with those accounting standards as compared to financial statements prepared in accordance with international accounting standards. Consequently, the quality of certain foreign audits may be unreliable, which may require enhanced procedures, and the Fund may not be provided with the same level of protection or information as would generally apply in developed countries, potentially exposing the Fund to significant losses. As a result, there could be less information available about issuers in emerging market countries, which could negatively affect the Advisers’ ability to evaluate local companies or their potential impact on the Fund's performance. Further, investments in securities of issuers located in certain emerging countries involve the risk of loss resulting from problems in share registration, settlement or custody, substantial economic, political and social disruptions and the imposition of exchange controls (including repatriation restrictions). The legal remedies for investors in emerging markets may be more limited than the remedies available in the U.S., and the ability of U.S. authorities (e.g., SEC and the U.S. Department of Justice) to bring actions against bad actors may be limited.</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>FOREIGN CURRENCY TRANSACTIONS. </i>Investment Funds may engage in foreign currency transactions for a variety of purposes, including “locking in” the U.S. dollar price of a security between trade and settlement date, or hedging the U.S. dollar value of securities held in the Investment Fund. Investment Funds may also engage in foreign currency transactions for non-hedging purposes to generate returns.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">Foreign currency transactions may involve, for example, the purchase of foreign currencies for U.S. dollars or the maintenance of short positions in foreign currencies. Foreign currency transactions may involve an Investment Fund agreeing to exchange an amount of a currency it does not currently own for another currency at a future date. An Investment Fund would typically engage in such a transaction in anticipation of a decline in the value of the currency it sells relative to the currency that the Investment Fund has contracted to receive in the exchange. An Underlying Manager’s success in these transactions will depend principally on its ability to predict accurately the future exchange rates between foreign currencies and the U.S. dollar.</p> </div> <div style="display:none"> <div> </div> </div> </div> <div> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">An Investment Fund may enter into forward contracts for hedging and non-hedging purposes in pursuing its investment objective. Forward contracts are transactions involving an obligation to purchase or sell a specific currency at a future date at a specified price. Forward contracts may be used for hedging purposes to protect against uncertainty in the level of future non-U.S. currency exchange rates, such as when an Underlying Manager anticipates purchasing or selling a non-U.S. security. This technique would allow the Underlying Manager to “lock in” the U.S. dollar price of the security. Forward contracts may also be used to attempt to protect the value of an existing holding of non-U.S. securities. Imperfect correlation may exist, however, between the non-U.S. securities holdings of the Investment Fund, and the forward contracts entered into with respect to those holdings. In addition, forward contracts may be used for non-hedging purposes, such as when an Underlying Manager anticipates that particular non-U.S. currencies will appreciate or depreciate in value, even though securities denominated in those currencies are not then held in the applicable investment portfolio. Generally, Investment Funds are subject to no requirement that they hedge all or any portion of their exposure to non-U.S. currency risks, and there can be no assurance that hedging techniques will be successful if used.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>SMALL CAPITALIZATION ISSUERS. </i>Investment Funds may invest in smaller capitalization companies, including micro-cap companies. Investments in smaller capitalization companies often involve significantly greater risks than the securities of larger, better-known companies because they may lack the management expertise, financial resources, product diversification and competitive strengths of larger companies. The prices of the securities of smaller companies may be subject to more abrupt or erratic market movements than larger, more established companies, as these securities typically are traded in lower volume and the issuers typically are more subject to changes in earnings and prospects. In addition, when selling large positions in small capitalization securities, the seller may have to sell holdings at discounts from quoted prices or may have to make a series of small sales over a period of time.</p> </div> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:left"> </p> <div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>DISTRESSED SECURITIES. </i>Certain of the companies in whose securities the Investment Funds may invest may be in transition, out of favor, financially leveraged or troubled, or potentially troubled, and may be or have recently been involved in major strategic actions, restructurings, bankruptcy, reorganization or liquidation. These may also be securities that are rated in the lower rating categories by one or more nationally recognized statistical rating organizations or, if unrated, are in the judgment of the Underlying Manager of equivalent quality. These characteristics of these companies can cause their securities to be particularly risky, although they also may offer the potential for high returns. These companies’ securities may be considered speculative, and the ability of the companies to pay their debts on schedule could be affected by adverse interest rate movements, changes in the general economic factors affecting a particular industry or specific developments within the companies.</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">Such investments can result in significant or even total losses. In addition, the markets for distressed investment assets are frequently illiquid.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">In liquidation (both in and out of bankruptcy) and other forms of corporate reorganization, there exists the risk that the reorganization either will be unsuccessful (due to, for example, failure to obtain requisite approvals), will be delayed (for example, until various liabilities, actual or contingent, have been satisfied) or will result in a distribution of cash or a new security the value of which will be less than the purchase price to an Investment Fund of the security in respect to which such distribution was made.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">In certain transactions, an Investment Fund may not be “hedged” against market fluctuations, or, in liquidation situations, may not accurately value the assets of the company being liquidated. This can result in losses, even if the proposed transaction is consummated.</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>PURCHASING INITIAL PUBLIC OFFERINGS. </i>Investment Funds may purchase securities of companies in initial public offerings (“IPOs”) or shortly after those offerings are complete. Special risks associated with these securities may include a limited number of shares available for trading, lack of a trading history, lack of investor knowledge of the issuer, and limited operating history. These factors may contribute to substantial price volatility for the shares of these companies. The limited number of shares available for trading in some IPOs may make it more difficult for an Underlying Manager to buy or sell significant amounts of shares without an unfavorable effect on prevailing market prices. In addition, some companies in IPOs are involved in relatively new industries or lines of business, which may not be widely understood by investors. Some of these companies may be undercapitalized or regarded as developmental stage companies, without revenues or operating income, or near-term prospects of achieving revenues or operating income. Further, when an Investment Fund’s asset base is small, a significant portion of an Investment Fund’s performance could be attributable to investments in IPOs, because such investments would have a magnified impact on the Investment Fund.</p> </div> </div> <div> </div> <div> <div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>ILLIQUID PORTFOLIO INVESTMENTS. </i>Investment Funds may invest in securities that are subject to legal or other restrictions on transfer or for which no liquid market exists. The market prices, if any, for such securities tend to be volatile and an Investment Fund may not be able to sell them when the Underlying Manager desires to do so or to realize what the Underlying Manager perceives to be their fair value in the event of a sale. The sale of restricted and illiquid securities often requires more time and results in higher brokerage charges or dealer discounts and other selling expenses than does the sale of securities eligible for trading on national securities exchanges or in the over the counter markets. Restricted securities may sell at prices that are lower than similar securities that are not subject to restrictions on resale.</p> </div> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:left"> </p> <div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>PAYMENT IN-KIND FOR REPURCHASED SHARES. </i>The Fund does not expect to, but has the right to, distribute securities as payment for repurchased Shares except in unusual circumstances, such as in the unlikely event that making a cash payment would result in a material adverse effect on the Fund or on Shareholders not requesting that their Shares be repurchased, or that the Fund has received distributions consisting of securities of Investment Funds or securities from such Investment Funds that are transferable to the Shareholders. In the event that the Fund makes such a distribution of securities as payment for Shares, Shareholders will bear any risks of the distributed securities and may be required to pay a brokerage commission or other costs in order to dispose of such securities.</p> </div> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>SECURITIES BELIEVED TO BE UNDERVALUED OR INCORRECTLY VALUED. </i>Securities that Underlying Managers believe are fundamentally undervalued or incorrectly valued may not ultimately be valued in the capital markets at prices and/or within the time frame the Underlying Managers anticipate. As a result, an Investment Fund in which the Fund invests may lose all or substantially all of its investment in any particular instance. In addition, there is no minimum credit standard that is a prerequisite to an Underlying Manager’s investment in any instrument and some obligations and preferred stock in which an Underlying Manager invests may be less than investment grade.</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>ACTIVIST TRADING STRATEGY</i>. The success of the Fund’s investments in Investment Funds that pursue an activist trading strategy may require, among other things: (i) that the Underlying Manager properly identify companies whose securities prices can be improved through corporate and/or strategic action; (ii) that the Investment Funds acquire sufficient securities of such companies at a sufficiently attractive price; (iii) that the Investment Funds avoid triggering anti-takeover and regulatory obstacles while acquiring their positions; (iv) that management of companies and other security holders respond positively to the Underlying Manager’s proposals; and (v) that the market price of a company’s securities increases in response to any actions taken by companies. There can be no assurance that any of the foregoing will succeed.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">Successful execution of an activist strategy will depend on the cooperation of security holders and others with an interest in the company. Some security holders may have interests which diverge significantly from those of the Investment Funds and some of those parties may be indifferent to the proposed changes. Moreover, securities that the Underlying Manager believes are fundamentally undervalued or incorrectly valued may not ultimately be valued in the capital markets at prices and/or within the time frame the Underlying Manager anticipates, even if the Investment Fund’s strategy is successfully implemented. Even if the prices for a company’s securities have increased, there is no assurance that the Investment Fund will be able to realize any increase in the price.</p> </div> </div> <div> </div> <div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>INTEREST RATE RISK. </i>The Investment Funds, and therefore the Fund, are subject to the risks of changes in interest rates. A decline in interest rates could reduce the amount of current income the Fund is able to achieve from interest on fixed-income securities, investments in bank loans and participations, convertible debt and the proceeds of short sales. An increase in interest rates could reduce the value of any fixed-income securities and convertible securities owned by the Investment Funds. To the extent that the cash flow from a fixed-income security is known in advance, the present value (<i>i.e.</i>, discounted value) of that cash flow decreases as interest rates increase; to the extent that the cash flow is contingent, the dollar value of the payment may be linked to then prevailing interest rates. Moreover, the value of many fixed-income securities depends on the shape of the yield curve, not just on a single interest rate. Thus, for example, a callable cash flow, the coupons of which depend on a short rate such as the Secured Overnight Financial Rate Data (“SOFR”), may shorten (i.e., be called away) if the long rate decreases. In this way, such securities are exposed to the difference between long rates and short rates. The Fund may also invest in floating rate securities. The value of these investments is closely tied to the absolute levels of such rates, or the market’s perception of anticipated changes in those rates. This introduces additional risk factors related to the movements in specific interest rates that may be difficult or impossible to hedge, and that also interact in a complex fashion with prepayment risks. A wide variety of factors can cause interest rates or yields of U.S. Treasury securities or other types of bonds to rise (e.g., central bank monetary policies, inflation rates, general economic conditions, reduced market demand for low yielding investments, etc.). The risks associated with changing interest rates are heightened under current market conditions given that interest rates in the United States and many other countries have fluctuated in recent periods and may continue to change in the foreseeable future.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">To the extent the Fund or an Investment Fund borrows money to finance its investments, the Fund’s or an Investment Fund’s performance will depend, in part, upon the difference between the rate at which it borrows funds and the rate at which it invests those funds. In periods of rising interest rates, the Fund’s cost of funds could increase. Adverse developments resulting from changes in interest rates could have a material adverse effect on the Fund’s or an Investment Fund’s financial condition and results of operations. It is possible that interest rates may increase rapidly in the future.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">In addition, a decline in the prices of the debt the Fund or an Investment Fund owns could adversely affect the Fund’s net asset value. Changes in market interest rates could also affect the ability of operating companies in which the Fund or an Investment Fund invests to service debt, which could materially impact the Fund or an Investment Fund in which the Fund may invest, thus impacting the Fund.</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>SOFR RISK. </i>SOFR is intended to be a broad measure of the cost of borrowing funds overnight in transactions that are collateralized by U.S. Treasury securities. SOFR is calculated based on transaction-level repo data collected from various sources. For each trading day, SOFR is calculated as a volume-weighted median rate derived from such data. SOFR is calculated and published by the Federal Reserve Bank of New York.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">Because SOFR is a financing rate based on overnight secured funding transactions, it differs fundamentally from the London Interbank Offered Rate (“LIBOR”). LIBOR was intended to be an unsecured rate that represents interbank funding costs for different short-term maturities or tenors. It was a forward-looking rate reflecting expectations regarding interest rates for the applicable tenor. Thus, LIBOR was intended to be sensitive, in certain respects, to bank credit risk and to term interest rate risk. In contrast, SOFR is a secured overnight rate reflecting the credit of U.S. Treasury securities as collateral. Thus, it is largely insensitive to credit-risk considerations and to short-term interest rate risks. SOFR is a transaction-based rate, and it has been more volatile than other benchmark or market rates, such as three-month LIBOR, during certain periods. For these reasons, among others, there is no assurance that SOFR, or rates derived from SOFR, will perform in the same or similar way as LIBOR would have performed at any time, and there is no assurance that SOFR-based rates will be a suitable substitute for LIBOR. The future performance of SOFR, and SOFR-based reference rates, cannot be predicted based on SOFR’s history or otherwise. Levels of SOFR in the future, including following the discontinuation of LIBOR, may bear little or no relation to historical levels of SOFR, LIBOR or other rates.</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>CONTINGENT LIABILITIES. </i>The Fund may from time to time incur contingent liabilities in connection with an investment made through an Investment Fund. For example, the Investment Fund may purchase from a lender a revolving credit facility that has not yet been fully drawn. If the borrower subsequently draws down on the facility, the Investment Fund might be obligated to fund a portion of the amounts due.</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>GENERAL CREDIT RISKS. </i>The value of any underlying collateral, the creditworthiness of the borrower and the priority of the lien are each of great importance. The Underlying Managers cannot guarantee the adequacy of the protection of the Fund’s interests, including the validity or enforceability of the loan and the maintenance of the anticipated priority and perfection of the applicable security interests. Furthermore, the Underlying Managers cannot assure that claims may not be asserted that might interfere with enforcement of the rights of the holder(s) of the relevant debt. In the event of a foreclosure, the liquidation proceeds upon sale of such asset may not satisfy the entire outstanding balance of principal and interest on the loan, resulting in a loss to the Fund. Any costs or delays involved in the effectuation of a foreclosure of the loan or a liquidation of the underlying property will further reduce the proceeds and thus increase the loss. The Fund will not have the right to proceed directly against obligors on bank loans, high yield securities and other fixed income securities selected by the Underlying Managers (“Reference Securities”).</p> </div> </div> <div> </div> <div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>CREDIT DEFAULT SWAPS. </i>The Investment Funds may enter into credit default swaps. Under these instruments, an Investment Fund will usually have a contractual relationship only with the counterparty of such credit default swaps and not the issuer of the obligation (the “Reference Obligation”) subject to the credit default swap (the “Reference Obligor”). The Investment Funds will have no direct rights or recourse against the Reference Obligor with respect to the terms of the Reference Obligation nor any rights of set-off against the Reference Obligor, nor any voting rights with respect to the Reference Obligation. The Investment Funds will not directly benefit from the collateral supporting the Reference Obligation and will not have the benefit of the remedies that would normally be available to a holder of such Reference Obligation. In addition, in the event of the insolvency of the credit default swap counterparty, the Investment Fund will be treated as a general creditor of such counterparty and will not have any claim with respect to the Reference Obligation. Consequently, the Investment Fund will be subject to the credit risk of the counterparty and in the event the Investment Fund will be selling credit default swaps, the Investment Fund will also be subject to the credit risk of the Reference Obligor. As a result, concentrations of credit default swaps in any one counterparty expose the Investment Fund to risk with respect to defaults by such counterparty.</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>SHORT POSITIONS. </i>Short positions may comprise a significant portion of any Investment Fund’s investments and, therefore, of the Fund’s overall portfolio. In short selling, an Investment Fund will sell securities it does not own by borrowing such securities from a third party, such as a broker-dealer. The Investment Fund is required to pay to the lender amounts equal to any dividend which accrues during the period of the loan. To borrow a security, an Investment Fund also may be required to pay a premium, which would increase the cost of the security sold. Short positions may be held for both profit opportunities and for hedging purposes. An Underlying Manager may from time to time engage in short sales for an Investment Fund in an approach known as “pairs trading,” where the Investment Fund combines a long position in a particular security with a short position in a similar security in the same or related industry or sector. Pairs trading may be undertaken for speculative and/or hedging purposes and may be weighted toward either the long or short side of the position. An Underlying Manager may from time to time also make short sales “against the box”, where the Investment Fund retains a long position in the same security. Short sales that are not “against the box” involve a form of investment leverage, and the amount of an Investment Fund’s loss on a short sale is potentially unlimited. At any particular time, the Fund’s portfolio overall may be “net long” (i.e., the value of long positions, at cost, will be greater than the net exposure on short positions) or “net short” (net exposure on short positions will be greater than the value of long positions).</p> </div> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:left"> </p> <div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>REPURCHASE AND REVERSE REPURCHASE AGREEMENTS. </i>The Investment Funds may enter into repurchase and reverse repurchase agreements. When an Investment Fund enters into a repurchase agreement, it “sells” securities to a broker-dealer or financial institution, and agrees to repurchase such securities on a mutually agreed date for the price paid by the broker-dealer or financial institution, plus interest at a negotiated rate. In a reverse repurchase transaction, an Investment Fund “buys” securities issued from a broker-dealer or financial institution, subject to the obligation of the broker-dealer or financial institution to repurchase such securities at the price paid by the Investment Fund, plus interest at a negotiated rate. The use of repurchase and reverse repurchase agreements by an Investment Fund involves certain risks. For example, if the seller of securities to the Investment Fund under a reverse repurchase agreement defaults on its obligation to repurchase the underlying securities, as a result of its bankruptcy or otherwise, the Investment Fund will seek to dispose of such securities, which action could involve costs or delays. If the seller becomes insolvent and subject to liquidation or reorganization under applicable bankruptcy or other laws, the Investment Fund’s ability to dispose of the underlying securities may be restricted. It is possible, in a bankruptcy or liquidation scenario, that the Investment Fund may not be able to substantiate its interest in the underlying securities. Finally, if a seller defaults on its obligation to repurchase securities under a reverse repurchase agreement, the Investment Fund may suffer a loss to the extent that it is forced to liquidate its position in the market, and proceeds from the sale of the underlying securities are less than the repurchase price agreed to by the defaulting seller. Similar elements of risk arise in the event of the bankruptcy or insolvency of the buyer.</p> </div> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>BANK DEBT TRANSACTIONS. </i>Bank debt will be included as Reference Securities. Special risks associated with investments in bank loans and participations include (i) the possible invalidation of an investment transaction as a fraudulent conveyance under relevant creditors’ rights laws, (ii) so-called lender-liability claims by the issuer of the obligations, (iii) environmental liabilities that may arise with respect to collateral securing the obligations, and (iv) limitations on the ability of the holder of the interest affecting the Fund to directly enforce its rights with respect to participations. Successful claims in respect of such matters may reduce the cash flow and/or market value of certain of the Reference Securities.</p> </div> <div style="display:none"> <div> </div> </div> </div> <div> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">In addition to the special risks generally associated with investments in bank loans described above, the Fund’s investments (through the Investment Funds) in second-lien and unsecured bank loans will entail additional risks, including (i) the subordination of the Fund’s claims to a senior lien in terms of the coverage and recovery from the collateral and (ii) with respect to second-lien loans, the prohibition of or limitation on the right to foreclose on a second- lien or exercise other rights as a second-lien holder, and with respect to unsecured loans, the absence of any collateral on which the Fund may foreclose to satisfy its claim in whole or in part. In certain cases, therefore, no recovery may be available from a defaulted second-lien loan. The Fund’s investments (through the Investment Funds) in bank loans of below investment grade companies also entail specific risks associated with investments in non-investment grade securities.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>COMPLEXITY OF QUANTITATIVE TRADING STRATEGIES; RELIANCE ON TECHNOLOGY. </i>Many of the investments that the Underlying Managers are expected to trade on behalf of the Fund, and many of the trading strategies that the Underlying Managers are expected to execute on behalf of the Fund, are highly complex. In certain cases, the successful application of a particular trading strategy may require relatively sophisticated mathematical calculations and relatively complex computer programs.</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>TECHNOLOGICAL ADVANCEMENTS RISK.</i> The development and increased reliance on certain technologies, including artificial intelligence and machine learning algorithms (“AI”), may adversely impact markets and the overall performance of a Fund’s investments. For example, issuers in which a Fund may invest may focus their business on AI-related products and/or services and utilize AI in their business operations, and the challenges with properly managing its use could result in reputational harm, competitive harm, and legal liability, and/or an adverse effect on an issuer’s business operations. In addition, the increased regulation of AI, including related to information privacy, data protection and intellectual property, may significantly impact the economy and/or the issuers in which a Fund invests.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>INFLATION RISK. </i>Inflation risk is the risk that the value of assets or income from investments will be less in the future as inflation decreases the value of money. As inflation increases, the present value of the Fund’s assets and distributions may decline. This risk is more prevalent with respect to debt securities held by the Fund (if any). Inflation creates uncertainty over the future real value (after inflation) of an investment. Inflation rates may change frequently and drastically as a result of various factors, including unexpected shifts in the domestic or global economy, and the Fund’s investments may not keep pace with inflation, which may result in losses to Fund investors.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:center">***</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><strong>In view of the risks noted above, the Fund should be considered a speculative investment and prospective investors should invest in the Fund only if they can sustain a complete loss of their investment.</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><strong>No guarantee or representation is made that the investment program of the Fund will be successful or that the Fund will achieve its investment objective.</strong></p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>LACK OF OPERATING HISTORY OF INVESTMENT FUNDS. </i>Certain Investment Funds may be newly formed entities that have no operating histories. In such cases, the Advisers may evaluate the past investment performance of the applicable Underlying Managers or of their personnel. However, this past investment performance may not be indicative of the future results of an investment in an Investment Fund. Although the Advisers and their affiliates and their personnel have experience evaluating the performance of alternative asset managers and providing manager selection and asset allocation services to clients, the Fund’s investment program should be evaluated on the basis that there can be no assurance that the Advisers’ assessments of Underlying Managers, and in turn their assessments of the short-term or long-term prospects of investments, will prove accurate. Thus, the Fund may not achieve its investment objective and its NAV may decrease.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>INDUSTRY CONCENTRATION RISK. </i>Investment Funds generally are not subject to industry concentration restrictions on their investments and, in some cases, may invest 25% or more of the value of their total assets in a single industry or group of related industries. Although the Fund does not believe it is likely to occur given the nature of its investment program, it is possible that, at any given time, the assets of Investment Funds in which the Fund has invested will, in the aggregate, be invested in a single industry or group of related industries constituting 25% or more of the value of their combined total assets. Because these circumstances may arise, the Fund is subject to the risk that a significant portion of its assets may at times be exposed to the risks associated with investing in the securities of issuers engaged in similar businesses that are likely to be affected by the same market conditions and other industry-specific risk factors. Industry-based risks, any of which may adversely affect Investment Funds, and indirectly, the Fund, may include, but are not limited to legislative or regulatory changes, adverse market conditions and/or increased competition within the industry or group of industries. In addition, at times, an industry or group of industries may be out of favor and underperform other industries, groups of industries or the market as a whole. Investment Funds are not generally required to provide current information regarding their investments to their investors (including the Fund), but the Fund will consider the investments of the Investment Funds to the extent that it has such information. The Fund and the Investment Adviser may not be able to determine at any given time whether or the extent to which Investment Funds, in the aggregate, have invested 25% or more of their combined assets in any particular industry.</p> <div> </div> <div> <div style="font:10pt Times New Roman, Times, Serif"> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>RECENT MARKET CIRCUMSTANCES. </i>The value of the Fund’s investments may increase or decrease in response to expected, real or perceived economic, political or financial events in the U.S. or global markets. The frequency and magnitude of such changes in value cannot be predicted. Certain securities and other investments held by the Fund may experience increased volatility, illiquidity, or other potentially adverse effects in response to changing market conditions, inflation/deflation, changes in interest rates, lack of liquidity in the bond or equity markets, volatility in the equity markets. U.S. or global markets may be adversely affected by uncertainties and events or the threat or potential of one or more such events and developments in the U.S. and around the world, such as major cybersecurity events, geopolitical events (including wars, terror attacks, natural disasters, spread of infectious disease (including epidemics or pandemics) or other public health emergencies), social unrest, political developments, changes in government policies, taxation, threatened or actual imposition of tariffs, restrictions on foreign investment and currency repatriation, currency fluctuations and developments in the laws and regulations in the U.S. and other countries, or other political, regulatory, economic and social developments, and developments that impact specific economic sectors, industries or segments of the market.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">In the first half of 2025, the United States enacted or proposed to enact significant new tariffs, and various federal agencies were directed to further evaluate key aspects of U.S. trade policy, which could potentially lead to significant changes to current policies, treaties, and tariffs. Significant uncertainty about the future relationship between the U.S. and other countries with respect to such trade policies, treaties and tariffs continues to exist. These developments, or the perception that any of them could occur, may have a material adverse effect on global trade, in particular, trade between the impacted nations and the U.S.; global financial markets’ stability; and global economic conditions.</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">The Fund cannot predict the effects or likelihood of such events on the U.S. and global economies, the value of the Shares or the NAV of the Fund. The issuers of securities, including those held in the Fund’s portfolio, could be materially impacted by such events, which may, in turn, negatively affect the value of such securities or such issuers’ ability to make interest payments or distributions to the Fund. These risks may be magnified if certain events or developments adversely interrupt the global supply chain; in these and other circumstances, such risks might affect companies worldwide due to increasingly interconnected global economies and financial markets.</p> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>REPURCHASE OFFERS; LIMITED LIQUIDITY. </i>Shares in the Fund provide limited liquidity since Shareholders will not be able to redeem Shares on a daily basis. A Shareholder may not be able to tender its Shares in the Fund promptly after it has made a decision to do so. In addition, with very limited exceptions, Shares are not transferable, and liquidity will be provided only through repurchase offers made from time to time by the Fund. Shares in the Fund are therefore suitable only for investors who can bear the risks associated with the limited liquidity of Shares and should be viewed as a long-term investment.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">The Fund will offer to purchase only a small portion of its Shares (generally each quarter), and there is no guarantee that Shareholders will be able to sell all of the Shares that they desire to sell in any particular repurchase offer. If a repurchase offer is oversubscribed, the Fund may repurchase only a pro rata portion of the Shares tendered by each Shareholder. The potential for proration may cause some investors to tender more Shares for repurchase than they wish to have repurchased. The decision to offer to repurchase Shares is in the complete and absolute discretion of the Board and the Board may, under certain circumstances, elect not to offer to repurchase Shares.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">The Fund’s repurchase policy will have the effect of decreasing the size of the Fund over time from what it otherwise would have been. Such a decrease may therefore force the Fund to sell assets it would not otherwise sell. It may also reduce the investment opportunities available to it and cause its expense ratio to increase.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">Payment for repurchased Shares may require the Fund to liquidate portfolio holdings earlier than the Advisers would otherwise want, potentially resulting in losses, and may increase the Fund’s portfolio turnover, subject to such policies as may be established by the Board in an attempt to avoid or minimize potential losses and turnover resulting from the repurchase of Shares.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">If a Shareholder tenders all of its Shares (or a portion of its Shares) in connection with a repurchase offer made by the Fund, that tender may not be rescinded by the Shareholder after the date on which the repurchase offer terminates. However, although the amount payable to the Shareholder will be based on the value of the Fund’s assets as of the repurchase date, the value of Shares that are tendered by Shareholders generally will not be determined until a date approximately one month later. Thus, a Shareholder will not know its repurchase price until after it has irrevocably tendered its Shares. See “TENDER OFFERS/OFFERS TO REPURCHASE” and “TENDER/REPURCHASE PROCEDURES.”</p> </div> <div> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>BORROWING; USE OF LEVERAGE. </i>The Fund may leverage its investments with the Underlying Managers by “borrowing.” In addition, the strategies implemented by the Underlying Managers typically are leveraged. The use of leverage increases both risk of loss and profit potential. The Advisers may cause the Fund to use various methods to leverage investments, including (i) borrowing, (ii) swap agreements or other derivative instruments, (iii) employing certain Underlying Managers (many of which trade on margin and do not generally need additional capital in order to increase the level of the positions they acquire for it) to trade notional equity in excess of the equity actually available in their accounts or (iv) a combination of these methods. The Fund expects that under normal business conditions it will utilize a combination of the leverage methods described above. The Fund is subject to the Investment Company Act requirement that an investment company satisfy an asset coverage requirement of 300% of its indebtedness, including amounts borrowed, measured at the time the investment company incurs the indebtedness. This means that at any given time, the value of the Fund’s total indebtedness may not exceed one-third of the value of its total assets (including such indebtedness). The Fund may be required to dispose of assets on unfavorable terms if market fluctuations or other factors reduce the Fund’s asset coverage to less than the prescribed amount. These limits do not apply to the Investment Funds and, therefore, the Fund’s portfolio may be exposed to the risk of highly leveraged investment programs of certain Investment Funds.</p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>DERIVATIVE INSTRUMENTS. </i>The Fund and some or all of the Investment Funds may use options, swaps, futures contracts, forward agreements and other derivatives contracts. Transactions in derivative instruments present risks arising from the use of leverage, when applicable (which increases the magnitude of losses), volatility, the possibility of default by a counterparty and illiquidity. The price and value of derivatives can be negatively affected by a number of factors, including general market volatility, the volatility of the assets or financial indicators underlying the derivative, market demand and supply, interest rates, foreign currency exchange rates, index prices, commodity prices, equity prices, prices in the exchange-traded and cleared derivatives markets, investor perception and other political or economic factors. Since derivatives are linked to one or multiple underlying interests, the price or value of the derivatives may also be subject to considerable fluctuations due to the risks associated with the underlying interest. The use of derivative instruments for hedging or speculative purposes by the Fund or the Investment Funds could present significant risks, including the risk of losses in excess of the amounts invested. The Fund or an Investment Fund may leverage its investments by “borrowing” and be exposed to similar risks.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">The Fund has adopted procedures for investing in derivatives and other transactions in compliance with Rule 18f-4. The Fund intends to be a limited derivatives user under Rule 18f-4 of the Investment Company Act. As a limited derivatives user, the Fund’s derivatives exposure, excluding certain currency and interest rate hedging transactions, may not exceed 10% of its net assets. This restriction is not fundamental and may be changed by the Fund without a shareholder vote. Limits or restrictions applicable to the counterparties or issuers, as applicable, with which the Fund may engage in derivative transactions could also limit or prevent the Fund from using certain instruments.</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>LEGAL, TAX AND REGULATORY.</i> Legal, tax and regulatory changes could occur that may materially adversely affect the Fund. For example, the regulatory and tax environment for derivative instruments in which the Fund and Underlying Managers may participate is evolving, and changes in the regulation or taxation of derivative instruments may materially adversely affect the value of derivative instruments held by the Fund and the ability of the Fund to pursue its trading strategies. On October 28, 2020, the SEC adopted Rule 18f-4 under the Investment Company Act relating to a registered investment company’s use of derivatives and related instruments. Rule 18f-4 prescribes specific value-at-risk leverage limits for certain derivatives users and requires certain derivatives users to adopt and implement a derivatives risk management program (including the appointment of a derivatives risk manager and the implementation of certain testing requirements), and prescribes reporting requirements in respect of derivatives. Subject to certain conditions, if a fund qualifies as a “limited derivatives user,” as defined in Rule 18f-4, it is not subject to the full requirements of Rule 18f-4. In connection with the adoption of Rule 18f-4, the SEC rescinded certain of its prior guidance regarding asset segregation and coverage requirements in respect of derivatives transactions and related instruments. With respect to reverse repurchase agreements or other similar financing transactions in particular, Rule 18f-4 permits a fund to enter into such transactions if the fund either (i) complies with the asset coverage requirements of Section 18 of the Investment Company Act, and combines the aggregate amount of indebtedness associated with all tender option bonds or similar financing with the aggregate amount of any other senior securities representing indebtedness when calculating the relevant asset coverage ratio, or (ii) treats all tender option bonds or similar financing transactions as derivatives transactions for all purposes under Rule 18f-4. The Fund has adopted procedures for investing in derivatives and other transactions in compliance with Rule 18f-4. The Fund intends to continue to be treated as a limited derivatives user under Rule 18f-4. As a limited derivatives user, the Fund’s derivatives exposure, excluding certain currency and interest rate hedging transactions, may not exceed 10% of its net assets. This restriction is not fundamental and may be changed by the Fund without a Shareholder vote. Rule 18f-4 under the Investment Company Act may require the Fund and certain Underlying Managers to observe more stringent asset coverage and related requirements than were previously imposed by the Investment Company Act, which could adversely affect the value or performance of the Fund. Limits or restrictions applicable to the counterparties or issuers, as applicable, with which the Fund and Underlying Managers may engage in derivative transactions could also limit or prevent the Fund or Underlying Managers from using certain instruments.</p> <div> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">Similarly, the regulatory environment for leveraged investors and for hedge funds generally is evolving, and changes in the direct or indirect regulation of leveraged investors or hedge funds may materially adversely affect the ability of the Fund to pursue its investment objective or strategies. Increased regulatory oversight and other legislation or regulation relating to hedge fund managers, hedge funds and funds of hedge funds could result. Such legislation or regulation could pose additional risks and result in material adverse consequences to the private Investment Funds (“Private Investment Vehicles”) or the Fund and/or limit potential investment strategies that would have otherwise been used by the Underlying Managers or the Fund in order to seek to obtain higher returns.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">As of the date hereof, there is uncertainty with respect to legislation, regulation and government policy at the federal, state and local levels, as respects U.S. trade, tax, healthcare, immigration, foreign and government regulatory policy. To the extent the U.S. Congress or presidential administration implements additional changes to U.S. policy, those changes may impact, among other things, the U.S. and global economy, international trade and relations, unemployment, immigration, healthcare, tax rates, the U.S. regulatory environment and inflation, among other areas. Until any additional policy changes are finalized, it cannot be known whether the Fund, Underlying Managers or their investments or future investments may be positively or negatively affected, or the impact of continuing uncertainty. Each prospective investor should also be aware that developments in the tax laws of the United States or other jurisdictions where the Fund or its Investment Funds invest could have a material effect on the tax consequences to the Shareholders. In the event of any such change in law, each Shareholder is urged to consult its own tax advisers.</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>LEGISLATION AND REGULATORY RISK. </i>At any time after the date of this Prospectus, legislation or additional regulations may be enacted that could negatively affect the assets of the Fund or the issuers of such assets. Changing approaches to regulation may have a negative impact on the assets in which the Fund invests. Legislation or regulation may also change the way in which the Fund is regulated. New or amended regulations may be imposed by the Commodity Futures Trading Commission, the SEC, the Federal Reserve or other financial regulators, other governmental regulatory authorities or self-regulatory organizations that supervise the financial markets that could adversely affect the Fund. There can be no assurance that future legislation, regulation or deregulation will not have a material adverse effect on the Fund or will not impair the ability of the Fund to achieve its investment objectives. The Fund also may be adversely affected by changes in the enforcement or interpretation of existing statutes and rules by these governmental authorities or self-regulatory organizations.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>INVESTMENT AND MARKET RISK. </i>An investment in the Shares represents an indirect investment in the securities owned by the Fund. The value of these securities, like other market investments, may move up or down, sometimes rapidly and unpredictably. Accordingly, an investment in the Fund’s Shares is subject to investment risk, including the possible loss of the entire amount that you invest. Your Shares at any point in time may be worth less than your original investment, even after taking into account the reinvestment of Fund dividends and distributions.</p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>CO-INVESTMENT RISK. </i>Co-investments involve risks not present in investments where third-party co-investors are not involved, including the possibility that a third-party co-investor may at any time have financial difficulties resulting in a negative impact on such investment, may have economic or business interests or goals that are inconsistent with those of the Fund, or may be in a position to take (or block) action in a manner contrary to the Fund’s investment objectives. In addition, the Fund may in certain circumstances be liable for actions of the third-party co-investors. Furthermore, if a co-investor defaults on its funding obligations, the Fund may be required to make up the shortfall and/or be subject to other penalties under the terms of the applicable co-investment.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">It may also be difficult for the Fund to sell or otherwise dispose its interests in a co-investment. If control over a co-investment is shared with another person, deadlocks could result which could delay the execution of the business plan for such investment, require the Fund to engage in a buy-sell of the venture with the co-investor or conduct the forced sale of such investment or otherwise adversely affect such investment’s returns or value. As a result, the Fund may be unable to fully realize its expected return on any such co-investment.</p> </div> <div> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">Although the Investment Adviser will monitor the performance of each co-investment made by the Fund, there can be no assurance that any Investment Adviser will be able to manage a co-investment successfully. The Investment Company Act imposes significant limits on co-investments with affiliates of the Fund.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">The Investment Adviser and the Fund have obtained an exemptive order from the SEC that permits the Fund, including any subsidiary, to participate in certain negotiated investments alongside affiliates of the Investment Adviser (the “Order”). The Order is subject to certain terms and conditions, including (i) opportunities are allocated fairly and equitably among the Funds and other affiliated funds; (ii) the terms of the proposed transaction are reasonable and fair to the Fund and its Shareholders and do not involve overreaching of the Fund or its Shareholders on the part of any person concerned; and (iii) the transaction is in the best interests of the Fund. The Order is subject to certain terms and conditions so there can be no assurance that the Fund will be permitted to invest in aggregated transactions alongside certain of the Fund’s affiliates other than in the circumstances currently permitted by regulatory guidance and the Order. The Investment Adviser’s co-investment policy can be revised at any time without notice to, or consent from, the Shareholders.</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>RELIANCE ON CO-INVESTMENT ORDER RISK. </i>The Fund is subject to certain limitations relating to co-investments and joint transactions with affiliates, which, in certain circumstances, may limit the Fund’s ability to make investments or enter into other transactions alongside the Investment Adviser or Sub-Adviser’s other clients. The Fund and Investment Adviser have been granted an Order from the SEC that permits the Fund to participate in certain negotiated investments alongside other funds managed by the Investment Adviser or certain of its affiliates outside the parameters of Section 17 of the Investment Company Act, subject to certain conditions. Although the Fund and Investment Adviser have obtained the Order, the Fund could be limited in its ability to invest in certain investments in which the Investment Adviser or any of its affiliates are investing or are invested. Ultimately, an inability to receive the desired allocation to certain investments could represent a risk to the Fund’s ability to achieve the desired investment returns.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>NON-QUALIFICATION AS A REGULATED INVESTMENT COMPANY. </i>If for any taxable year the Fund were to fail to qualify as a RIC under Subchapter M of Subtitle A, Chapter 1, of the Internal Revenue Code of 1986, as amended (the “Code”), all of its taxable income would be subject to tax at regular corporate rates without any deduction for distributions. To qualify as a RIC, the Fund must meet three numerical requirements each year regarding (i) the diversification of the assets it holds, (ii) the income it earns, and (iii) the amount of taxable income that it distributes to Shareholders. These requirements and certain additional tax risks associated with investments in the Fund are discussed in “TAXES” in this Prospectus.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>RATING AGENCIES RISK. </i>Rating agencies may fail to make timely changes in credit ratings and an issuer’s current financial condition may be better or worse than a rating indicates. In addition, rating agencies are subject to an inherent conflict of interest because they are often compensated by the same issuers whose securities they grade.</p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>NON-DIVERSIFIED STATUS. </i>The Fund is a “non-diversified” management investment company under the Investment Company Act. This means that the Fund may invest a greater portion of its assets in a limited number of issuers than would be the case if the Fund were classified as a “diversified” management investment company. Although the Investment Adviser follows a general policy of seeking to spread the Fund’s capital among multiple Investment Funds, the Investment Adviser may depart from such policy from time to time and one or more Investment Funds may be allocated a relatively large percentage of the Fund’s assets. Accordingly, the Fund may be subject to greater risk with respect to its portfolio securities than a “diversified” fund because changes in the financial condition or market assessment of a single issuer may cause greater fluctuation in the value of its interests. However, the Fund will be subject to diversification requirements applicable to RICs under the Code.</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>RELIANCE ON KEY PERSONS RISK. </i>The Fund relies on the services of certain executive officers who have relevant knowledge of alternative investment strategies and familiarity with the Fund’s investment objective, strategies and investment features. The loss of the services of any of these key personnel could have a material adverse impact on the Fund.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>DEPENDENCE ON THE INVESTMENT ADVISER. </i>The Investment Adviser has its discretion to make all investment decisions for the Fund and therefore the Investment Adviser is responsible for the selection of, and allocation and reallocation of the Fund’s assets among, the Fund’s investments. The Investment Adviser may hire (subject to the approval of the Fund’s Board and, except as otherwise permitted under the terms of any applicable exemptive relief obtained from the SEC, or by rule or regulation, a majority of the outstanding voting securities of the Fund) and thereafter supervise the investment activities of one or more sub-advisers engaged to carry out the investment program of the Fund. The success of the Fund depends on the Investment Adviser’s ability to select and construct an appropriate investment portfolio. The Investment Adviser’s judgment may be incorrect, and subjective decisions made by the Investment Adviser may cause the Fund to incur losses or to miss profit opportunities on which it could otherwise have capitalized. Any loss or turnover of the Investment Adviser’s personnel responsible for making investment decisions may have a material adverse effect on the operations and performance of the Fund.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>CYBERSECURITY RISK</i>. The Fund and its service providers are susceptible to cyber security risks that include, among other things, theft, unauthorized monitoring, release, misuse, loss, destruction or corruption of confidential and highly restricted data; denial of service attacks; unauthorized access to relevant systems, compromises to networks or devices that the Fund and its service providers use to service the Fund’s operations; or operational disruption or failures in the physical infrastructure or operating systems that support the Fund and its service providers. The use of artificial intelligence and machine learning could exacerbate these risks or result in cyber security incidents that implicate personal data. Cyber-attacks against or security breakdowns of the Fund or its service providers may adversely impact the Fund and its Shareholders, potentially resulting in, among other things, financial losses; the inability of Shareholders to transact business and the Fund to process transactions; inability to calculate the Fund’s NAV; violations of applicable privacy and other laws; regulatory fines, penalties, reputational damage, reimbursement or other compensation costs; and/or additional compliance costs. The Fund may incur additional costs for cyber security risk management and remediation purposes. In addition, cyber security risks may also impact issuers of securities in which the Fund invests, which may cause the Fund’s investment in such issuers to lose value. There can be no assurance that the Fund or its service providers will not suffer losses relating to cyber-attacks or other information security breaches in the future. The foregoing cybersecurity risks are also applicable to Investment Funds and their service providers.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>DISASTER RECOVERY AND DATA SECURITY. </i>In managing the Fund, the Investment Adviser relies on information technology and data management systems which can fail or be subject to interruption or destruction caused by natural or man-made occurrences such as extreme weather, fires, earthquakes, power loss, telecommunications failures, terrorist attacks, hacking, break-ins, sabotage, intentional acts of destruction, vandalism, or similar events or misconduct. Any failure, interruption, or destruction of the Investment Adviser’s information technology systems or data could have a material adverse impact on the operations of the Investment Adviser and/or the Fund. In addition, a breach in the security of the Investment Adviser’s systems could result in the theft, disclosure, or loss of investor, proprietary, and other sensitive information relating to the Investment Adviser and/or the Fund, which in turn could lead to litigation in which the Fund could incur liability. The Investment Adviser has in place information security, incident response, backup, and disaster recovery procedures intended to prevent or mitigate damage if such an event occurs. However, a breach could nevertheless occur, and such procedures could fail or be insufficient to avoid, mitigate, or remedy the breach. Moreover, the ever-changing methods and technologies used to obtain unauthorized access to systems through means such as third-party acts, computer error, malicious code, employee error, or malfeasance often are not known until used against a potential target. Therefore, the Investment Adviser may be unable to anticipate the destructive or invasive methods and technologies that could be used against its systems or to implement adequate protections. The foregoing disaster recovery and data security risks are also applicable to Underlying Managers of Investment Funds.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>NO REGISTRATION OF INVESTMENTS FUNDS. </i>Investment Funds generally will not be registered as investment companies under the Investment Company Act. Accordingly, the provisions of the Investment Company Act, which, among other things, require investment companies to have securities held in custody at all times in segregated accounts and regulate the relationship between the investment company and its asset management, are not applicable to an investment in the Investment Funds. In addition, Investment Funds generally are not obligated to disclose the contents of their portfolios. This lack of transparency may make it difficult for the Advisers to monitor whether holdings of the Investment Funds cause the Fund to be above specified levels of ownership in certain investment strategies. Although the Fund expects to receive information from each Underlying Manager regarding its investment performance on a regular basis, in most cases there is little or no means of independently verifying this information. An Underlying Manager may use proprietary investment strategies that are not fully disclosed to its investors and may involve risks under some market conditions that are not anticipated by the Fund. In addition, while many Underlying Managers will register with the SEC and state agencies as a result of developments in certain laws, rules and regulations, some Underlying Managers may still be exempt from registration. In such cases, these Underlying Managers will not be subject to various disclosure requirements and rules that would apply to registered investment advisers. Similarly, while many Underlying Managers will register as commodity pool operators under the Commodity Exchange Act, other Underlying Managers will be exempt from registration and will not be subject to various disclosure requirements and rules that would apply to registered commodity pool operators.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>UNDERLYING INVESTMENT FUND RISK. </i>When the Fund invests in securities issued by an Investment Fund, it will bear its pro rata portion of the Investment Fund’s expenses, including advisory fees. These expenses are in addition to the direct expenses of the Fund’s own operations, thereby increasing indirect costs and potentially reducing returns to Shareholders. An Investment Fund in which the Fund invests has its own investment risks, and those risks can affect the value of the Investment Fund’s shares and therefore the value of the Fund’s investments. There can be no assurance that the investment objective of an Investment Fund will be achieved. An Investment Fund may change its investment objective or policies without the Fund’s approval, which could force the Fund to withdraw its investment from such Investment Fund at a time that is unfavorable to the Fund. In addition, one Investment Fund may buy the same securities that another Investment Fund sells. Therefore, the Fund would indirectly bear the costs of these trades without accomplishing any investment purpose. Additionally, the shares of closed-end funds frequently trade at a discount to their NAV. There can be no assurance that the market discount on shares of any closed-end fund purchased by the Fund will ever decrease, and it is possible that the discount may increase.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>OTHER INVESTMENT COMPANIES. </i>The Fund may invest in the securities of other investment companies to the extent that such investments are consistent with the Fund’s investment objectives and permissible under the Investment Company Act. Under one provision of the Investment Company Act, the Fund may not acquire the securities of other investment companies if, as a result, (i) more than 10% of the Fund’s total assets would be invested in securities of other investment companies, (ii) such purchase would result in more than 3% of the total outstanding voting securities of any one investment company being held by the Fund or (iii) more than 5% of the Fund’s total assets would be invested in any one investment company. In some instances, the Fund may invest in an investment company in excess of these limits. For example, the Fund may invest in other registered investment companies, such as mutual funds, closed-end funds and ETFs, and in business development companies (“BDCs”) in excess of the statutory limits imposed by the Investment Company Act in reliance on Rule 12d1-4 under the Investment Company Act. These investments would be subject to the applicable conditions of Rule 12d1-4, which in part would affect or otherwise impose certain limits on the investments and operations of the underlying fund. Accordingly, if the Fund serves as an “underlying fund” to another investment company, the Fund’s ability to invest in other investment companies, private funds and other investment vehicles may be limited and, under these circumstances, the Fund’s investments in other investment companies, private funds and other investment vehicles will be consistent with applicable law and/or exemptive relief obtained from the SEC.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>MULTIPLE LEVELS OF FEES AND EXPENSES. </i>Most of the Investment Funds may be subject to a performance-based fee or allocation, irrespective of the performance of other Investment Funds and the Fund generally. Accordingly, an Underlying Manager to an Investment Fund with positive performance may receive performance-based compensation from the Investment Fund, and thus indirectly from the Fund and its Shareholders, even if the Fund’s overall performance is negative. Generally, fees payable to Underlying Managers of the Investment Funds will range from 0% to 3% (annualized) of the average NAV of the Fund’s investment. In addition, certain Underlying Managers charge an incentive allocation or fee generally ranging from 10% to 35% of an Investment Fund’s net profits, although it is possible that such ranges may be exceeded for certain Underlying Managers. The performance-based compensation received by an Underlying Manager also may create an incentive for that Underlying Manager to make investments that are riskier or more speculative than those that it might have made in the absence of the performance-based allocation. Such compensation may be based on calculations of realized and unrealized gains made by the Underlying Manager without independent oversight.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>UNDERLYING MANAGERS INVEST INDEPENDENTLY. </i>The Underlying Managers generally invest wholly independently of one another and may at times hold economically offsetting positions. To the extent that the Investment Funds do, in fact, hold such positions, the Fund’s portfolio, considered as a whole, may not achieve any gain or loss despite incurring fees and expenses in connection with such positions. Furthermore, it is possible that from time to time, various Investment Funds selected by the Advisers may be competing with each other for the same positions in one or more markets. To the extent that the Investment Funds do, in fact, hold the same positions, the Fund’s portfolio, considered as a whole, may experience magnified gain or loss corresponding with the same position held by each Investment Fund and incur additional fees and expenses in connection with the same position.</p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>LIQUIDITY CONSTRAINTS OF INVESTMENT FUNDS. </i>Since the Fund may make additional investments in or affect withdrawals from an Investment Fund only at certain times pursuant to limitations set forth in the governing documents of the Investment Fund, the Fund from time to time may have to invest a greater portion of its assets temporarily in money market securities than it otherwise might wish to invest and may have to borrow money to repurchase Shares. The redemption or withdrawal provisions regarding the Investment Funds vary from fund to fund. Therefore, the Fund may not be able to withdraw its investment in an Investment Fund promptly after it has made a decision to do so. Some Investment Funds may impose early redemption fees while others may not. This may adversely affect the Fund’s investment return or increase the Fund’s expenses and limit the Fund’s ability to make offers to repurchase Shares from Shareholders.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">Some Investment Funds may be permitted to redeem their interests in-kind. Thus, upon the Fund’s withdrawal of all or a portion of its interest in such an Investment Fund, it may receive securities that are illiquid or difficult to value. See “<i>CALCULATION OF NET ASSET VALUE</i>.” In these circumstances, the Advisers do not intend to distribute securities to Shareholders and therefore would seek to dispose of these securities in a manner that is in the best interests of the Fund.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">Limitations on the Fund’s ability to withdraw its assets from Investment Funds may, as a result, limit the Fund’s ability to repurchase Shares. For example, many Investment Funds may impose lock-up periods prior to allowing withdrawals, which can be for up to two years or longer from the date of the Fund’s investment. After expiration of the lock-up period, withdrawals may be permitted only on a limited basis, such as semi-annually or annually. Because the primary source of funds to repurchase Shares will be withdrawals from Investment Funds, the application of these lock-ups and other withdrawal limitations, such as gates or suspension provisions, will significantly limit the Fund’s ability to tender its Shares for repurchase.</p> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>VALUATION OF INVESTMENT FUNDS. </i>The valuation of the Fund’s investments in Investment Funds is ordinarily determined based upon valuations calculated by the Administrator, in accordance with valuation procedures approved by the Board and based on information provided by the Investment Funds or their respective administrators. Although the Advisers review the valuation procedures used by all Underlying Managers, neither the Advisers nor the Administrator can confirm or review the accuracy of valuations provided by Investment Funds or their administrators. Further, the Distributor does not have any responsibility or obligation to verify the valuation determinations made for the Fund's investments, including valuation determinations with respect to the Investment Funds. An Underlying Manager may face a conflict of interest in valuing such securities since their values will affect the Underlying Manager’s compensation.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">If an Underlying Manager’s valuations are consistently delayed or inaccurate, the Advisers generally will consider whether the Investment Fund continues to be an appropriate investment for the Fund. The Fund may be unable to sell interests in such an Investment Fund quickly, and could therefore be obligated to continue to hold such interests for an extended period of time. In such a case, such interests would continue to be valued without the benefit of the Underlying Manager’s valuations, and the Advisers may determine to discount the value of the interests or value them at zero, if deemed to be the fair value of such holding. Revisions to the Fund’s gain and loss calculations will be an ongoing process, and no appreciation or depreciation figure can be considered final until the annual audits of Investment Funds are completed. Promoting transparency and receiving necessary information from Investment Funds, especially Private Investment Vehicles, may possibly be an impediment to monitoring the performance of such Investment Funds on a regular basis.</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>VALUATIONS SUBJECT TO ADJUSTMENT.</i> The valuations reported by the Private Investment Vehicles, based upon which the Fund determines its month-end net asset value and the net asset value per Share, may be subject to later adjustment or revision. For example, fiscal year-end net asset value calculations of the Private Investment Vehicles may be revised as a result of audits by their independent auditors. Other adjustments may occur from time to time. Because such adjustments or revisions, whether increasing or decreasing the net asset value of the Fund at the time they occur, relate to information available only at the time of the adjustment or revision, the adjustment or revision may not affect the amount of the repurchase proceeds of the Fund received by Shareholders who had their Shares repurchased prior to such adjustments and received their repurchase proceeds. As a result, to the extent that such subsequently adjusted valuations from the Private Investment Vehicles or revisions to the net asset value of a Private Investment Vehicle or direct private equity investment adversely affect the Fund’s net asset value, the outstanding Shares may be adversely affected by prior repurchases to the benefit of Shareholders who had their Shares repurchased at a net asset value higher than the adjusted amount. Conversely, any increases in the net asset value resulting from such subsequently adjusted valuations may be entirely for the benefit of the outstanding Shares and to the detriment of Shareholders who previously had their Shares repurchased at a net asset value lower than the adjusted amount. The same principles apply to the purchase of Shares. New Shareholders may be affected in a similar way.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>HIGH PORTFOLIO TURNOVER. </i>The Fund’s activities involve investment in the Investment Funds, which may invest on the basis of short-term market considerations. The turnover rate within the Investment Funds may be significant, potentially involving negative tax implications and substantial brokerage commissions, and fees. The Fund will have no control over this turnover. It is anticipated that the Fund’s income and gains, if any, will be primarily derived from ordinary income. In addition, the withdrawal of the Fund from an Investment Fund could involve expenses to the Fund under the terms of the Fund’s investment.</p> <div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>INDEMNIFICATION OF INVESTMENT FUNDS. </i>The Underlying Managers often have broad indemnification rights and limitations on liability. The Fund may also agree to indemnify certain of the Investment Funds and, subject to certain limitations imposed by the Investment Company Act and the Securities Act, their Underlying Managers from any liability, damage, cost, or expense arising out of, among other things, certain acts or omissions relating to the offer or sale of the shares of the Investment Funds.</p> </div> </div> <div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>INVESTMENTS IN NON-VOTING SECURITIES. </i>In order to avoid becoming subject to certain Investment Company Act prohibitions with respect to affiliated transactions, the Fund intends to own less than 5% of the voting securities of each Investment Fund. This limitation on owning voting securities is intended to ensure that an Investment Fund is not deemed an “affiliated person” of the Fund for purposes of the Investment Company Act, which may, among other things, potentially impose limits on transactions with the Investment Funds, both by the Fund and other clients of the Advisers. To limit its voting interest in certain Investment Funds, the Fund may enter into contractual arrangements under which the Fund irrevocably waives its rights (if any) to vote its interests in an Investment Fund. Other accounts managed by the Advisers may also waive their voting rights in a particular Investment Fund (for example, to facilitate investment in small Investment Funds determined to be attractive by the Advisers). Subject to the oversight of the Board, the Advisers will decide whether to waive such voting rights and, in making these decisions, will consider the amounts (if any) invested by the Fund and its other clients in the particular Investment Fund. Rights may not be waived or contractually limited for an Investment Fund that does not provide an ongoing ability for follow-on investment, such as an Investment Fund having a single initial funding, closing or commitment, after which no new investment typically would occur. These voting waiver arrangements may increase the ability of the Fund and other clients of the Advisers to invest in certain Investment Funds. However, to the extent the Fund contractually forgoes the right to vote the securities of an Investment Fund, the Fund will not be able to vote on matters that require the approval of the interest holders of the Investment Fund, including matters adverse to the Fund’s interests.</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">Although the Fund may hold non-voting interests, the Investment Company Act and the rules and regulations thereunder may nevertheless require the Fund to limit its position in any one Investment Fund in accordance with applicable regulatory requirements, as may be determined by the Fund in consultation with counsel. These restrictions could change from time to time as applicable rules or interpretations thereof are modified. There are also other statutory tests of affiliation (such as on the basis of control), and, therefore, the prohibitions of the Investment Company Act with respect to affiliated transactions could apply in some situations where the Fund owns less than 5% of the voting securities of an Investment Fund. In these circumstances, transactions between the Fund and an Investment Fund may, among other things, potentially be subject to the prohibitions relating to affiliates of Section 17 of the Investment Company Act notwithstanding that the Fund has entered into a voting waiver arrangement.</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>LACK OF CONTROL OVER UNDERLYING MANAGERS. </i>The Fund will invest in Investment Funds that it believes will generally, and in the aggregate, be managed in a manner consistent with the Fund’s investment objective and strategy. The Advisers will not have any control over the Underlying Managers, thus there can be no assurances that an Underlying Manager will manage its Investment Funds in a manner consistent with the Fund’s investment objective. The Advisers may be constrained by the withdrawal limitations imposed by Private Investment Vehicles, which may restrict the Fund’s ability to terminate investments in Private Investment Vehicles that are performing poorly or have otherwise had adverse changes. The Advisers will be dependent on information provided by the Private Investment Vehicles, including quarterly unaudited financial statements, which if inaccurate, could adversely affect the Advisers’ ability to manage the Fund’s investment portfolio in accordance with its investment objectives and/or the Fund’s ability to calculate its net asset value accurately. By investing in the Fund, a Shareholder will not be deemed to be an investor in any Investment Fund and will not have the ability to exercise any rights attributable to an investor in any such Investment Fund related to their investment.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>HIGHLY VOLATILE MARKETS. </i>The prices of commodities contracts and all derivative instruments, including futures and options, can be highly volatile. Price movements of forwards, futures and other derivative contracts in which an Investment Fund’s assets (and therefore the Fund’s assets) may be invested are influenced by, among other things, interest rates, the volatility of the underlying asset for the derivative contract, changing supply and demand relationships, trade, fiscal, monetary and exchange control programs and policies of governments, and national and international political and economic events and policies. In addition, governments from time to time intervene, directly and by regulation, in certain markets, particularly those in currencies, financial instruments, futures and options. Such intervention often is intended directly to influence prices and may, together with other factors, cause all of such markets to move rapidly in the same direction because of, among other things, interest rate fluctuations. Investment Funds are also subject to the risk of the failure of any exchanges on which their positions trade or of the clearinghouses for those exchanges.</p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>RISKS OF SECURITIES ACTIVITIES OF THE UNDERLYING MANAGERS. </i>The Underlying Managers will invest and trade in a variety of different securities, and utilize a variety of investment instruments and techniques. Each security and each instrument and technique involves the risk of loss of capital. While the Advisers will attempt to moderate these risks, there can be no assurance that the Fund’s investment activities will be successful or that the Shareholders will not suffer losses.</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>COUNTERPARTY RISK</i>. Many of the markets in which the Investment Funds effect their transactions are “over the counter” or “inter-dealer” markets. The participants in these markets are typically not subject to credit evaluation and regulatory oversight as are members of “exchange based” markets. To the extent the Fund or an Investment Fund (each, an “Investing Fund”) invests in swaps, derivative or synthetic instruments, or other over the counter transactions, on these markets, an Investing Fund is assuming a credit risk with regard to parties with whom it trades and may also bear the risk of settlement default. These risks may differ materially from those associated with transactions effected on an exchange, which generally are backed by clearing organization guarantees, a guarantee fund to which clearing members contribute, daily marking to market and settlement, and segregation and minimum capital requirements applicable to intermediaries. Transactions entered into directly between two counterparties generally do not benefit from such protections. This exposes an Investing Fund to the risk that a counterparty will not settle a transaction in accordance with its terms and conditions, including, because of a dispute over the terms of the contract (whether or not bona fide) or because of a credit or liquidity problem, thus causing an Investing Fund to suffer a loss. Such counterparty risk is accentuated in the case of contracts with longer maturities where events may intervene to prevent settlement, where the contract has the potential for uncapped or big losses of the Investing Fund due to its terms, or where an Investment Fund has concentrated its transactions with a single or small group of counterparties. Investment Funds are not restricted from dealing with any particular counterparty or from concentrating any or all of their transactions with one counterparty. The ability of Investment Funds to transact business with any one or number of counterparties, the lack of any independent evaluation of such counterparties’ financial capabilities and the absence of a regulated market to facilitate settlement may increase the potential for losses by the Fund.</p> <div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>VALUATION RISK. </i>Unlike publicly traded common stock, which trades on national exchanges, there is no central place or exchange for shares or interests in some of the Fund’s investments, including Private Investment Vehicles, to trade. Similarly, investments held by an Investment Fund may also not be traded on an exchange or central marketplace. Due to the lack of centralized information and trading, the valuation of such investments may carry more risk than that of common stock. Uncertainties in the conditions of the financial and other markets, incomplete or unreliable reference data, human error, lack of transparency and inconsistency of valuation models and processes may lead to inaccurate asset pricing. In addition, other market participants may value securities differently than the Fund or the Investment Funds in which the Fund invests. As a result, the Fund may be subject to the risk that when an instrument is sold in the market, the amount received by the Fund or an Investment Fund is less than the value of such instruments carried on such fund’s books.</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">When market quotations are not readily available or are deemed to be inaccurate or unreliable, the Fund’s Valuation Designee (defined below), through its Valuation Committee, values such investments at fair value as determined pursuant to the Valuation Procedures approved by the Board. As a general principle, the fair value of a security or other asset is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Shareholders should recognize that fair value pricing involves various judgments and consideration of factors that may be subjective and inexact. As a result, there can be no assurance that fair value priced assets will not result in future adjustments to the prices of securities or other assets, or that fair value pricing will reflect a price that the Fund is able to obtain upon sale. It is also possible that the fair value determined for a security or other asset will be materially different from quoted or published prices, from the prices used by others for the same security or other asset and/or from the value that actually could be or is realized upon the sale of that security or other asset. For example, <span style="text-decoration:underline">the</span> Fund’s NAV could be adversely affected if the Fund’s determinations regarding the fair value of the Fund’s investments were materially higher than the values that the Fund ultimately realizes upon the disposal of such investments. In addition, valuation for illiquid assets may require more research than for more liquid investments and elements of judgment may play a greater role in valuation in such cases than for investments with a more active secondary market because there is less reliable objective data available.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">There may not exist readily available market quotations for certain investments of the Fund and/or the Investment Funds in which the Fund invests. The most relevant information may often be provided by the issuer of such investments, which information could be extremely limited and outdated, and it may be difficult or impossible to confirm or review the accuracy of such information. Further, the issuer of such investments may face a conflict of interest in providing information or valuations to the Fund or an Investment Fund.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">For information about the value of the Fund’s investment in Private Investment Vehicles, the Investment Adviser will be dependent on information provided by the Private Investment Vehicles, including quarterly unaudited financial statements which, if inaccurate, could adversely affect the Investment Adviser’s ability to value accurately the Fund’s Shares. See “VALUATION OF INVESTMENT FUNDS” and “VALUATIONS SUBJECT TO ADJUSTMENT” under “SPECIAL RISKS OF FUND OF FUNDS STRUCTURE.”</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>STATISTICAL ARBITRAGE INVESTMENTS</i>. This strategy depends on the mispricings identified by the Underlying Manager returning to historical or predicted norms. In the event that the perceived mispricings were to fail to normalize as expected, the Investment Fund could incur a loss.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>EQUITY MARKET NEUTRAL TRADING</i>. This strategy attempts to exploit relative mispricings among “matched” equities rather than trading based on anticipated absolute price movements. Mispricings, even if correctly identified, may not be corrected by the market, at least within a timeframe over which it is feasible for an Investment Fund to maintain a position.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>FIXED INCOME ARBITRAGE</i>. Fixed income arbitrage strategies generally involve identifying and exploiting pricing anomalies within and across global fixed income markets and their derivatives. Evaluating credit risk for debt securities involves uncertainty because credit rating agencies throughout the world have different standards, making comparison across countries difficult. Also, the market for credit spreads is often inefficient and illiquid, making it difficult to accurately calculate discounting spreads for valuing financial instruments. It is likely that a major economic recession could disrupt severely the market for such securities and may have an adverse impact on the value of such securities. In addition, it is likely that any such economic downturn could adversely affect the ability of the issuers of such securities to repay principal and pay interest thereon and increase the incidence of default for such securities.</p> <div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>CONVERTIBLE ARBITRAGE</i>. Convertible arbitrage strategies generally involve price spreads between the convertible security and the underlying equity security. To the extent the price relationships between such positions remain constant, no gain or loss on the position will occur. Such positions do, however, entail a substantial risk that the price differential could change unfavorably, causing a loss to the spread position. Substantial risks also are involved in borrowing and lending against such investments. The prices of these investments can be volatile, market movements are difficult to predict, and financing sources and related interest and exchange rates are subject to rapid change. Certain corporate securities may be subordinated (and thus exposed to the first level of default risk) or otherwise subject to substantial credit risks. Government policies, especially those of the Federal Reserve Board and foreign central banks, have profound effects on interest and exchange rates that, in turn, affect prices in areas of the investment and trading activities of convertible security arbitrage strategies. Many other unforeseeable events, including actions by various government agencies and domestic and international political events, may cause sharp market fluctuations.</p> </div> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>MERGER ARBITRAGE AND SPECIAL SITUATIONS</i>. Merger arbitrage and special situation strategies involve the purchase and sale of securities of companies involved in corporate reorganizations and business combinations, such as mergers, exchange offers, cash tender offers, spin-offs, leveraged buy-outs, restructurings and liquidations. Such strategies require an assessment of the likelihood of consummation of the proposed transaction, and an evaluation of the potential profits involved. If the event fails to occur or it does not have the effect foreseen, losses can result. For example, the adoption of new business strategies or completion of asset dispositions or debt reduction programs by a company may not be valued as highly by the market as the Underlying Manager had anticipated, resulting in losses. In addition, a company may announce a plan of restructuring which promises to enhance value and fail to implement it, resulting in losses to investors. In liquidations and other forms of corporate reorganization, the risk exists that the reorganization either will be unsuccessful, will be delayed or will result in a distribution of cash or a new security, the value of which will be less than the purchase price to the Investment Fund of the security in respect of which such distribution was made. The consummation of mergers and tender and exchange offers can be prevented or delayed by a variety of factors, including: (i) opposition of the management or stockholders of the target company, which will often result in litigation to enjoin the proposed transaction; (ii) intervention of a federal or state regulatory agency; (iii) efforts by the target company to pursue a “defensive” strategy, including a merger with, or a friendly tender offer by, a company other than the offeror; (iv) in the case of a merger, failure to obtain the necessary stockholder approvals; (v) market conditions resulting in material changes in securities prices; (vi) compliance with any applicable federal or state securities laws; and (vii) inability to obtain adequate financing.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">A major stock market correction may result in the widening of arbitrage spreads generally and in the termination of some merger and acquisition (“M&amp;A”) transactions. In the event of such a correction, to the extent the portfolios contain stock-for-stock transactions, short positions held by the Fund (through the Investment Funds) in acquiring companies are anticipated to provide a significant but not complete offset to the potential losses on long positions held by the Fund (through the Investment Funds) in target companies. A major stock market correction, and/or unforeseen global events, may also adversely affect the number and frequency of publicly announced M&amp;A transactions available for investment by the Fund (through the Investment Funds).</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>EQUITY SECURITIES</i>. Underlying Managers’ investment portfolios may include long and short positions in common stocks, preferred stocks and convertible securities of U.S. and non-U.S. issuers. Underlying Managers also may invest in depositary receipts relating to non-U.S. securities, which are subject to the risks affecting investments in foreign issuers discussed under “NON-U.S. INVESTMENTS” below. Issuers of unsponsored depositary receipts are not obligated to disclose material information in the United States, and therefore, there may be less information available regarding such issuers. Equity securities fluctuate in value, often based on factors unrelated to the value of the issuer of the securities, and such fluctuations can be pronounced.</p> <div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>BONDS AND OTHER FIXED INCOME SECURITIES</i>. Investment Funds may invest in bonds and other fixed income securities, both U.S. and non-U.S., and may take short positions in these securities. Investment Funds will invest in these securities when they offer opportunities for capital appreciation (or capital depreciation in the case of short positions) and may also invest in these securities for temporary defensive purposes and to maintain liquidity. Fixed income securities include, among other securities: bonds, notes and debentures issued by U.S. and non-U.S. corporations; U.S. Government securities or debt securities issued or guaranteed by a non-U.S. Government; municipal securities; and mortgage and asset-backed securities. These securities may pay fixed, variable or floating rates of interest, and may include zero coupon obligations. Fixed income securities are subject to the risk of the issuer’s inability to meet principal and interest payments on its obligations (i.e., credit risk) and are subject to price volatility resulting from, among other things, interest rate sensitivity, market perception of the creditworthiness of the issuer and general market liquidity (i.e., market risk).</p> </div> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>ASSET-BACKED SECURITIES</i>. Investment Funds may invest in numerous types of asset-backed securities, including, for example, mortgage-backed securities. Such securities are extremely sensitive to the level and volatility of interest rates.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">Asset-backed securities are often backed by a pool of assets representing the obligations of a number of different parties and use credit enhancement techniques. Asset-backed securities present certain risks. Primarily, these securities do not have the benefit of the same security interest in the related collateral. For example, credit card receivables are generally unsecured and the debtors are entitled to the protection of a number of state and federal consumer credit laws, many of which give such debtors the right to set off certain amounts owed on the credit cards, thereby reducing the balance due. As a further example, most issuers of automobile receivables permit the servicers to retain possession of the underlying obligations. If the servicer were to sell these obligations to another party, there is a risk that the purchaser would acquire an interest superior to that of the holders of the related automobile receivables. In addition, because of the large number of vehicles involved in a typical issuance and technical requirements under state laws, the trustee for the holders of the automobile receivables may not have a proper security interest in all of the obligations backing such receivables. Therefore, there is the possibility that recoveries on repossessed collateral may not, in some cases, be available to support payments on these securities.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">Investment Fund investments may also include private mortgage pass-through securities that are issued by originators of, and investors in, mortgage loans, including savings and loan associations, mortgage banks, commercial banks, investment banks and special purpose subsidiaries of the foregoing. Private mortgage pass-through securities are usually backed by a pool of conventional fixed rate or adjustable rate mortgage loans. Such securities generally are structured with one or more types of credit enhancement. The risk of loss due to default on private mortgage-backed securities is historically higher because neither the U.S. Government nor an agency or instrumentality have guaranteed them. Timely payment of interest and principal is, however, generally supported by various forms of insurance or guarantees, including individual loan, title, pool and hazard insurance. Government entities, private insurance companies or the private mortgage poolers issue the insurance and guarantees. Investment Funds may buy mortgage-backed securities without insurance or guarantees if, through an examination of the loan experience and practices of the poolers, an Underlying Manager determines that the securities meet such Investment Fund's quality standards (if any). Private mortgage-backed securities whose underlying assets are neither U.S. Government securities nor U.S. Government-insured mortgages, to the extent that real properties securing such assets may be located in the same geographical region, may also be subject to a greater risk of default than other comparable securities in the event of adverse economic, political or business developments that may affect such region and, ultimately, the ability of property owners to make payments of principal and interest on the underlying mortgages. Non-government mortgage-backed securities are generally subject to greater price volatility than those issued, guaranteed or sponsored by government entities because of the greater risk of default in adverse market conditions. Where a guarantee is provided to an Investment Fund by a private guarantor, the Fund is indirectly subject to the credit risk of such guarantor, especially when the guarantor doubles as the originator.</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>LOW CREDIT QUALITY SECURITIES. </i>To the extent an Investment Fund invests in fixed-income securities, such Investment Fund may be permitted to invest in particularly risky investments that also may offer the potential for correspondingly high returns. As a result, such Investment Fund may lose all or substantially all of its investment in any particular instance. There is no minimum credit standard as a prerequisite to an investment in any security. Debt securities may be less than investment grade and may be considered to be “junk bonds” or be distressed or “special situations” with heightened risk of loss and/or liquidity. “Junk bonds” are considered by the rating agencies to be predominately speculative and may involve major risk exposures such as: (i) vulnerability to economic downturns and changes in interest rates; (ii) sensitivity to adverse economic changes and corporate developments; (iii) redemption or call provisions that may be exercised at inopportune times; and (iv) difficulty in accurately valuing or disposing of such securities. Such securities may rank junior to other outstanding securities and obligations of the issuer, all or a significant portion of whose debt securities may be secured by substantially all of the issuer’s assets. Moreover, the Investment Funds may invest in securities that are not protected by financial covenants or limitations on additional indebtedness.</p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>NON-U.S. INVESTMENTS. </i>It is expected that some Investment Funds will invest in securities of non-U.S. companies and countries. Foreign obligations have risks not typically involved in domestic investments. Foreign investing can result in higher transaction and operating costs for the Fund. Foreign issuers are not subject to the same accounting and disclosure requirements to which U.S. issuers are subject and consequently, less information may be available to investors in companies located in such countries than is available to investors in companies located in the United States. The value of foreign investments may be affected by reduced levels of governmental exchange control regulations; foreign withholding taxes; reduced liquidity in foreign markets; fluctuations in the rate of exchange between currencies and costs associated with currency conversions; the potential difficulty in repatriating funds; expropriation or nationalization of a company’s assets; delays in settlement of transactions; other jurisdictions imposing restrictions on investments; changes in governmental economic or monetary policies in the United States or abroad; or other political and economic factors. In addition, there may be difficulty in obtaining or enforcing a court judgment abroad.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">Securities of issuers in emerging and developing markets present risks not found in securities of issuers in more developed markets. Securities of issuers in emerging and developing markets may be more difficult to sell at acceptable prices and their prices may be more volatile than securities of issuers in more developed markets. Settlements of securities trades in emerging and developing markets may be subject to greater delays than in other markets so that the Investment Fund might not receive the proceeds of a sale of a security on a timely basis. Emerging markets generally have less developed trading markets and exchanges, and legal and accounting systems. In addition, emerging markets countries may have more or less government regulation and generally do not impose as extensive and frequent accounting, auditing, financial and other reporting requirements as the securities markets of more developed countries. The accounting, auditing and financial reporting standards and practices applicable to emerging market companies may be less rigorous, and there may be significant differences between financial statements prepared in accordance with those accounting standards as compared to financial statements prepared in accordance with international accounting standards. Consequently, the quality of certain foreign audits may be unreliable, which may require enhanced procedures, and the Fund may not be provided with the same level of protection or information as would generally apply in developed countries, potentially exposing the Fund to significant losses. As a result, there could be less information available about issuers in emerging market countries, which could negatively affect the Advisers’ ability to evaluate local companies or their potential impact on the Fund's performance. Further, investments in securities of issuers located in certain emerging countries involve the risk of loss resulting from problems in share registration, settlement or custody, substantial economic, political and social disruptions and the imposition of exchange controls (including repatriation restrictions). The legal remedies for investors in emerging markets may be more limited than the remedies available in the U.S., and the ability of U.S. authorities (e.g., SEC and the U.S. Department of Justice) to bring actions against bad actors may be limited.</p> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>FOREIGN CURRENCY TRANSACTIONS. </i>Investment Funds may engage in foreign currency transactions for a variety of purposes, including “locking in” the U.S. dollar price of a security between trade and settlement date, or hedging the U.S. dollar value of securities held in the Investment Fund. Investment Funds may also engage in foreign currency transactions for non-hedging purposes to generate returns.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">Foreign currency transactions may involve, for example, the purchase of foreign currencies for U.S. dollars or the maintenance of short positions in foreign currencies. Foreign currency transactions may involve an Investment Fund agreeing to exchange an amount of a currency it does not currently own for another currency at a future date. An Investment Fund would typically engage in such a transaction in anticipation of a decline in the value of the currency it sells relative to the currency that the Investment Fund has contracted to receive in the exchange. An Underlying Manager’s success in these transactions will depend principally on its ability to predict accurately the future exchange rates between foreign currencies and the U.S. dollar.</p> </div> <div> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">An Investment Fund may enter into forward contracts for hedging and non-hedging purposes in pursuing its investment objective. Forward contracts are transactions involving an obligation to purchase or sell a specific currency at a future date at a specified price. Forward contracts may be used for hedging purposes to protect against uncertainty in the level of future non-U.S. currency exchange rates, such as when an Underlying Manager anticipates purchasing or selling a non-U.S. security. This technique would allow the Underlying Manager to “lock in” the U.S. dollar price of the security. Forward contracts may also be used to attempt to protect the value of an existing holding of non-U.S. securities. Imperfect correlation may exist, however, between the non-U.S. securities holdings of the Investment Fund, and the forward contracts entered into with respect to those holdings. In addition, forward contracts may be used for non-hedging purposes, such as when an Underlying Manager anticipates that particular non-U.S. currencies will appreciate or depreciate in value, even though securities denominated in those currencies are not then held in the applicable investment portfolio. Generally, Investment Funds are subject to no requirement that they hedge all or any portion of their exposure to non-U.S. currency risks, and there can be no assurance that hedging techniques will be successful if used.</p> <div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>SMALL CAPITALIZATION ISSUERS. </i>Investment Funds may invest in smaller capitalization companies, including micro-cap companies. Investments in smaller capitalization companies often involve significantly greater risks than the securities of larger, better-known companies because they may lack the management expertise, financial resources, product diversification and competitive strengths of larger companies. The prices of the securities of smaller companies may be subject to more abrupt or erratic market movements than larger, more established companies, as these securities typically are traded in lower volume and the issuers typically are more subject to changes in earnings and prospects. In addition, when selling large positions in small capitalization securities, the seller may have to sell holdings at discounts from quoted prices or may have to make a series of small sales over a period of time.</p> </div> </div> <div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>DISTRESSED SECURITIES. </i>Certain of the companies in whose securities the Investment Funds may invest may be in transition, out of favor, financially leveraged or troubled, or potentially troubled, and may be or have recently been involved in major strategic actions, restructurings, bankruptcy, reorganization or liquidation. These may also be securities that are rated in the lower rating categories by one or more nationally recognized statistical rating organizations or, if unrated, are in the judgment of the Underlying Manager of equivalent quality. These characteristics of these companies can cause their securities to be particularly risky, although they also may offer the potential for high returns. These companies’ securities may be considered speculative, and the ability of the companies to pay their debts on schedule could be affected by adverse interest rate movements, changes in the general economic factors affecting a particular industry or specific developments within the companies.</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">Such investments can result in significant or even total losses. In addition, the markets for distressed investment assets are frequently illiquid.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">In liquidation (both in and out of bankruptcy) and other forms of corporate reorganization, there exists the risk that the reorganization either will be unsuccessful (due to, for example, failure to obtain requisite approvals), will be delayed (for example, until various liabilities, actual or contingent, have been satisfied) or will result in a distribution of cash or a new security the value of which will be less than the purchase price to an Investment Fund of the security in respect to which such distribution was made.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">In certain transactions, an Investment Fund may not be “hedged” against market fluctuations, or, in liquidation situations, may not accurately value the assets of the company being liquidated. This can result in losses, even if the proposed transaction is consummated.</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>PURCHASING INITIAL PUBLIC OFFERINGS. </i>Investment Funds may purchase securities of companies in initial public offerings (“IPOs”) or shortly after those offerings are complete. Special risks associated with these securities may include a limited number of shares available for trading, lack of a trading history, lack of investor knowledge of the issuer, and limited operating history. These factors may contribute to substantial price volatility for the shares of these companies. The limited number of shares available for trading in some IPOs may make it more difficult for an Underlying Manager to buy or sell significant amounts of shares without an unfavorable effect on prevailing market prices. In addition, some companies in IPOs are involved in relatively new industries or lines of business, which may not be widely understood by investors. Some of these companies may be undercapitalized or regarded as developmental stage companies, without revenues or operating income, or near-term prospects of achieving revenues or operating income. Further, when an Investment Fund’s asset base is small, a significant portion of an Investment Fund’s performance could be attributable to investments in IPOs, because such investments would have a magnified impact on the Investment Fund.</p> <div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>ILLIQUID PORTFOLIO INVESTMENTS. </i>Investment Funds may invest in securities that are subject to legal or other restrictions on transfer or for which no liquid market exists. The market prices, if any, for such securities tend to be volatile and an Investment Fund may not be able to sell them when the Underlying Manager desires to do so or to realize what the Underlying Manager perceives to be their fair value in the event of a sale. The sale of restricted and illiquid securities often requires more time and results in higher brokerage charges or dealer discounts and other selling expenses than does the sale of securities eligible for trading on national securities exchanges or in the over the counter markets. Restricted securities may sell at prices that are lower than similar securities that are not subject to restrictions on resale.</p> </div> </div> <div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>PAYMENT IN-KIND FOR REPURCHASED SHARES. </i>The Fund does not expect to, but has the right to, distribute securities as payment for repurchased Shares except in unusual circumstances, such as in the unlikely event that making a cash payment would result in a material adverse effect on the Fund or on Shareholders not requesting that their Shares be repurchased, or that the Fund has received distributions consisting of securities of Investment Funds or securities from such Investment Funds that are transferable to the Shareholders. In the event that the Fund makes such a distribution of securities as payment for Shares, Shareholders will bear any risks of the distributed securities and may be required to pay a brokerage commission or other costs in order to dispose of such securities.</p> </div> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>SECURITIES BELIEVED TO BE UNDERVALUED OR INCORRECTLY VALUED. </i>Securities that Underlying Managers believe are fundamentally undervalued or incorrectly valued may not ultimately be valued in the capital markets at prices and/or within the time frame the Underlying Managers anticipate. As a result, an Investment Fund in which the Fund invests may lose all or substantially all of its investment in any particular instance. In addition, there is no minimum credit standard that is a prerequisite to an Underlying Manager’s investment in any instrument and some obligations and preferred stock in which an Underlying Manager invests may be less than investment grade.</p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>ACTIVIST TRADING STRATEGY</i>. The success of the Fund’s investments in Investment Funds that pursue an activist trading strategy may require, among other things: (i) that the Underlying Manager properly identify companies whose securities prices can be improved through corporate and/or strategic action; (ii) that the Investment Funds acquire sufficient securities of such companies at a sufficiently attractive price; (iii) that the Investment Funds avoid triggering anti-takeover and regulatory obstacles while acquiring their positions; (iv) that management of companies and other security holders respond positively to the Underlying Manager’s proposals; and (v) that the market price of a company’s securities increases in response to any actions taken by companies. There can be no assurance that any of the foregoing will succeed.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">Successful execution of an activist strategy will depend on the cooperation of security holders and others with an interest in the company. Some security holders may have interests which diverge significantly from those of the Investment Funds and some of those parties may be indifferent to the proposed changes. Moreover, securities that the Underlying Manager believes are fundamentally undervalued or incorrectly valued may not ultimately be valued in the capital markets at prices and/or within the time frame the Underlying Manager anticipates, even if the Investment Fund’s strategy is successfully implemented. Even if the prices for a company’s securities have increased, there is no assurance that the Investment Fund will be able to realize any increase in the price.</p> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>INTEREST RATE RISK. </i>The Investment Funds, and therefore the Fund, are subject to the risks of changes in interest rates. A decline in interest rates could reduce the amount of current income the Fund is able to achieve from interest on fixed-income securities, investments in bank loans and participations, convertible debt and the proceeds of short sales. An increase in interest rates could reduce the value of any fixed-income securities and convertible securities owned by the Investment Funds. To the extent that the cash flow from a fixed-income security is known in advance, the present value (<i>i.e.</i>, discounted value) of that cash flow decreases as interest rates increase; to the extent that the cash flow is contingent, the dollar value of the payment may be linked to then prevailing interest rates. Moreover, the value of many fixed-income securities depends on the shape of the yield curve, not just on a single interest rate. Thus, for example, a callable cash flow, the coupons of which depend on a short rate such as the Secured Overnight Financial Rate Data (“SOFR”), may shorten (i.e., be called away) if the long rate decreases. In this way, such securities are exposed to the difference between long rates and short rates. The Fund may also invest in floating rate securities. The value of these investments is closely tied to the absolute levels of such rates, or the market’s perception of anticipated changes in those rates. This introduces additional risk factors related to the movements in specific interest rates that may be difficult or impossible to hedge, and that also interact in a complex fashion with prepayment risks. A wide variety of factors can cause interest rates or yields of U.S. Treasury securities or other types of bonds to rise (e.g., central bank monetary policies, inflation rates, general economic conditions, reduced market demand for low yielding investments, etc.). The risks associated with changing interest rates are heightened under current market conditions given that interest rates in the United States and many other countries have fluctuated in recent periods and may continue to change in the foreseeable future.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">To the extent the Fund or an Investment Fund borrows money to finance its investments, the Fund’s or an Investment Fund’s performance will depend, in part, upon the difference between the rate at which it borrows funds and the rate at which it invests those funds. In periods of rising interest rates, the Fund’s cost of funds could increase. Adverse developments resulting from changes in interest rates could have a material adverse effect on the Fund’s or an Investment Fund’s financial condition and results of operations. It is possible that interest rates may increase rapidly in the future.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">In addition, a decline in the prices of the debt the Fund or an Investment Fund owns could adversely affect the Fund’s net asset value. Changes in market interest rates could also affect the ability of operating companies in which the Fund or an Investment Fund invests to service debt, which could materially impact the Fund or an Investment Fund in which the Fund may invest, thus impacting the Fund.</p> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>SOFR RISK. </i>SOFR is intended to be a broad measure of the cost of borrowing funds overnight in transactions that are collateralized by U.S. Treasury securities. SOFR is calculated based on transaction-level repo data collected from various sources. For each trading day, SOFR is calculated as a volume-weighted median rate derived from such data. SOFR is calculated and published by the Federal Reserve Bank of New York.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">Because SOFR is a financing rate based on overnight secured funding transactions, it differs fundamentally from the London Interbank Offered Rate (“LIBOR”). LIBOR was intended to be an unsecured rate that represents interbank funding costs for different short-term maturities or tenors. It was a forward-looking rate reflecting expectations regarding interest rates for the applicable tenor. Thus, LIBOR was intended to be sensitive, in certain respects, to bank credit risk and to term interest rate risk. In contrast, SOFR is a secured overnight rate reflecting the credit of U.S. Treasury securities as collateral. Thus, it is largely insensitive to credit-risk considerations and to short-term interest rate risks. SOFR is a transaction-based rate, and it has been more volatile than other benchmark or market rates, such as three-month LIBOR, during certain periods. For these reasons, among others, there is no assurance that SOFR, or rates derived from SOFR, will perform in the same or similar way as LIBOR would have performed at any time, and there is no assurance that SOFR-based rates will be a suitable substitute for LIBOR. The future performance of SOFR, and SOFR-based reference rates, cannot be predicted based on SOFR’s history or otherwise. Levels of SOFR in the future, including following the discontinuation of LIBOR, may bear little or no relation to historical levels of SOFR, LIBOR or other rates.</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>CONTINGENT LIABILITIES. </i>The Fund may from time to time incur contingent liabilities in connection with an investment made through an Investment Fund. For example, the Investment Fund may purchase from a lender a revolving credit facility that has not yet been fully drawn. If the borrower subsequently draws down on the facility, the Investment Fund might be obligated to fund a portion of the amounts due.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>GENERAL CREDIT RISKS. </i>The value of any underlying collateral, the creditworthiness of the borrower and the priority of the lien are each of great importance. The Underlying Managers cannot guarantee the adequacy of the protection of the Fund’s interests, including the validity or enforceability of the loan and the maintenance of the anticipated priority and perfection of the applicable security interests. Furthermore, the Underlying Managers cannot assure that claims may not be asserted that might interfere with enforcement of the rights of the holder(s) of the relevant debt. In the event of a foreclosure, the liquidation proceeds upon sale of such asset may not satisfy the entire outstanding balance of principal and interest on the loan, resulting in a loss to the Fund. Any costs or delays involved in the effectuation of a foreclosure of the loan or a liquidation of the underlying property will further reduce the proceeds and thus increase the loss. The Fund will not have the right to proceed directly against obligors on bank loans, high yield securities and other fixed income securities selected by the Underlying Managers (“Reference Securities”).</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>CREDIT DEFAULT SWAPS. </i>The Investment Funds may enter into credit default swaps. Under these instruments, an Investment Fund will usually have a contractual relationship only with the counterparty of such credit default swaps and not the issuer of the obligation (the “Reference Obligation”) subject to the credit default swap (the “Reference Obligor”). The Investment Funds will have no direct rights or recourse against the Reference Obligor with respect to the terms of the Reference Obligation nor any rights of set-off against the Reference Obligor, nor any voting rights with respect to the Reference Obligation. The Investment Funds will not directly benefit from the collateral supporting the Reference Obligation and will not have the benefit of the remedies that would normally be available to a holder of such Reference Obligation. In addition, in the event of the insolvency of the credit default swap counterparty, the Investment Fund will be treated as a general creditor of such counterparty and will not have any claim with respect to the Reference Obligation. Consequently, the Investment Fund will be subject to the credit risk of the counterparty and in the event the Investment Fund will be selling credit default swaps, the Investment Fund will also be subject to the credit risk of the Reference Obligor. As a result, concentrations of credit default swaps in any one counterparty expose the Investment Fund to risk with respect to defaults by such counterparty.</p> <div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>SHORT POSITIONS. </i>Short positions may comprise a significant portion of any Investment Fund’s investments and, therefore, of the Fund’s overall portfolio. In short selling, an Investment Fund will sell securities it does not own by borrowing such securities from a third party, such as a broker-dealer. The Investment Fund is required to pay to the lender amounts equal to any dividend which accrues during the period of the loan. To borrow a security, an Investment Fund also may be required to pay a premium, which would increase the cost of the security sold. Short positions may be held for both profit opportunities and for hedging purposes. An Underlying Manager may from time to time engage in short sales for an Investment Fund in an approach known as “pairs trading,” where the Investment Fund combines a long position in a particular security with a short position in a similar security in the same or related industry or sector. Pairs trading may be undertaken for speculative and/or hedging purposes and may be weighted toward either the long or short side of the position. An Underlying Manager may from time to time also make short sales “against the box”, where the Investment Fund retains a long position in the same security. Short sales that are not “against the box” involve a form of investment leverage, and the amount of an Investment Fund’s loss on a short sale is potentially unlimited. At any particular time, the Fund’s portfolio overall may be “net long” (i.e., the value of long positions, at cost, will be greater than the net exposure on short positions) or “net short” (net exposure on short positions will be greater than the value of long positions).</p> </div> </div> <div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>REPURCHASE AND REVERSE REPURCHASE AGREEMENTS. </i>The Investment Funds may enter into repurchase and reverse repurchase agreements. When an Investment Fund enters into a repurchase agreement, it “sells” securities to a broker-dealer or financial institution, and agrees to repurchase such securities on a mutually agreed date for the price paid by the broker-dealer or financial institution, plus interest at a negotiated rate. In a reverse repurchase transaction, an Investment Fund “buys” securities issued from a broker-dealer or financial institution, subject to the obligation of the broker-dealer or financial institution to repurchase such securities at the price paid by the Investment Fund, plus interest at a negotiated rate. The use of repurchase and reverse repurchase agreements by an Investment Fund involves certain risks. For example, if the seller of securities to the Investment Fund under a reverse repurchase agreement defaults on its obligation to repurchase the underlying securities, as a result of its bankruptcy or otherwise, the Investment Fund will seek to dispose of such securities, which action could involve costs or delays. If the seller becomes insolvent and subject to liquidation or reorganization under applicable bankruptcy or other laws, the Investment Fund’s ability to dispose of the underlying securities may be restricted. It is possible, in a bankruptcy or liquidation scenario, that the Investment Fund may not be able to substantiate its interest in the underlying securities. Finally, if a seller defaults on its obligation to repurchase securities under a reverse repurchase agreement, the Investment Fund may suffer a loss to the extent that it is forced to liquidate its position in the market, and proceeds from the sale of the underlying securities are less than the repurchase price agreed to by the defaulting seller. Similar elements of risk arise in the event of the bankruptcy or insolvency of the buyer.</p> </div> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>BANK DEBT TRANSACTIONS. </i>Bank debt will be included as Reference Securities. Special risks associated with investments in bank loans and participations include (i) the possible invalidation of an investment transaction as a fraudulent conveyance under relevant creditors’ rights laws, (ii) so-called lender-liability claims by the issuer of the obligations, (iii) environmental liabilities that may arise with respect to collateral securing the obligations, and (iv) limitations on the ability of the holder of the interest affecting the Fund to directly enforce its rights with respect to participations. Successful claims in respect of such matters may reduce the cash flow and/or market value of certain of the Reference Securities.</p> </div> <div> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">In addition to the special risks generally associated with investments in bank loans described above, the Fund’s investments (through the Investment Funds) in second-lien and unsecured bank loans will entail additional risks, including (i) the subordination of the Fund’s claims to a senior lien in terms of the coverage and recovery from the collateral and (ii) with respect to second-lien loans, the prohibition of or limitation on the right to foreclose on a second- lien or exercise other rights as a second-lien holder, and with respect to unsecured loans, the absence of any collateral on which the Fund may foreclose to satisfy its claim in whole or in part. In certain cases, therefore, no recovery may be available from a defaulted second-lien loan. The Fund’s investments (through the Investment Funds) in bank loans of below investment grade companies also entail specific risks associated with investments in non-investment grade securities.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>COMPLEXITY OF QUANTITATIVE TRADING STRATEGIES; RELIANCE ON TECHNOLOGY. </i>Many of the investments that the Underlying Managers are expected to trade on behalf of the Fund, and many of the trading strategies that the Underlying Managers are expected to execute on behalf of the Fund, are highly complex. In certain cases, the successful application of a particular trading strategy may require relatively sophisticated mathematical calculations and relatively complex computer programs.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>TECHNOLOGICAL ADVANCEMENTS RISK.</i> The development and increased reliance on certain technologies, including artificial intelligence and machine learning algorithms (“AI”), may adversely impact markets and the overall performance of a Fund’s investments. For example, issuers in which a Fund may invest may focus their business on AI-related products and/or services and utilize AI in their business operations, and the challenges with properly managing its use could result in reputational harm, competitive harm, and legal liability, and/or an adverse effect on an issuer’s business operations. In addition, the increased regulation of AI, including related to information privacy, data protection and intellectual property, may significantly impact the economy and/or the issuers in which a Fund invests.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in"><i>INFLATION RISK. </i>Inflation risk is the risk that the value of assets or income from investments will be less in the future as inflation decreases the value of money. As inflation increases, the present value of the Fund’s assets and distributions may decline. This risk is more prevalent with respect to debt securities held by the Fund (if any). Inflation creates uncertainty over the future real value (after inflation) of an investment. Inflation rates may change frequently and drastically as a result of various factors, including unexpected shifts in the domestic or global economy, and the Fund’s investments may not keep pace with inflation, which may result in losses to Fund investors.</p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:center"><span id="pros_016"><strong>VOTING</strong></span></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">Each Shareholder will have the right to cast a number of votes, based on the number of such Shareholder’s Shares, at any meeting of Shareholders called by the Board. Except for the exercise of such voting privileges, Shareholders will not be entitled to participate in the management or control of the Fund’s business, and may not act for or bind the Fund.</p> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:center"><span id="pros_018"><strong>OUTSTANDING SECURITIES</strong></span></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0">The following table shows the amounts of Shares that have been authorized and outstanding as of June 30, 2026:</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <table cellpadding="0" style="font:10pt Times New Roman, Times, Serif;width:100%;border-collapse:collapse;border-spacing:0px"> <tr style="vertical-align:bottom"> <td style="border-bottom:black 1pt solid;text-align:center"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">(1)<br/>Title of Class</span></td> <td style="padding-bottom:1pt"> </td> <td style="border-bottom:black 1pt solid;text-align:center"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">(2)<br/>Amount<br/>Authorized</span></td> <td style="padding-bottom:1pt"> </td> <td colspan="2" style="border-bottom:black 1pt solid;text-align:center"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">(3)<br/>Amount Held<br/>by Fund or for<br/>its Account</span></td> <td style="padding-bottom:1pt"> </td> <td style="padding-bottom:1pt"> </td> <td colspan="2" style="border-bottom:black 1pt solid;text-align:center"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">(4)<br/>Amount<br/>Outstanding<br/>Exclusive of<br/>Amount<br/>Shown Under </span></td> </tr> <tr style="vertical-align:bottom;background-color:rgb(204,238,255)"> <td style="width:52%;text-align:center"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt"><span style="font-size:10pt;font-family:Times New Roman">Shares</span> </span></td> <td style="width:1%"> </td> <td style="width:14%;text-align:center"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">Unlimited</span></td> <td style="width:1%"> </td> <td style="width:1%"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">$</span></td> <td style="width:14%;text-align:right"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">0</span></td> <td style="width:1%"> </td> <td style="width:1%"> </td> <td style="width:1%"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">$</span></td> <td style="width:14%;text-align:right">171,580,402</td> </tr> </table> </div> <span style="font-size:10pt;font-family:Times New Roman">Shares</span> 0 171580402 <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:center"><span id="pros_027"><strong>PURCHASING SHARES</strong></span></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><strong>PURCHASE TERMS</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">The minimum initial investment in the Fund by any investor is $25,000, and the minimum additional investment in the Fund by any Shareholder is $10,000. However, the Fund, in its sole discretion, may accept investments below these minimums. Shares may be purchased by principals and employees of the Advisers or their affiliates and their immediate family members without being subject to the minimum investment requirements. The Shares were initially issued at $100.00 per share and thereafter the purchase price for Shares is based on the NAV per Share as of the date such Shares are purchased.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">The Fund is currently being offered on a limited basis. Your investment may not be accepted even if a completed investor application and funds are received in good order on or prior to the Acceptance Date (defined below) set by the Fund. The Fund reserves the right to reject, in its sole discretion, any request to purchase Shares in the Fund at any time.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">Shares are offered for purchase as of the first day of each calendar month, except that Shares may be offered more or less frequently as determined by the Board in its sole discretion. The Board may also suspend or terminate offerings of Shares at any time.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">The Fund has authorized one or more brokers to receive on its behalf purchase orders. Such brokers are authorized to designate other intermediaries to receive purchase orders on the Fund's behalf. The Fund will be deemed to have received a purchase order when an authorized broker, or if applicable, a broker's authorized designee, receives the order. Customer orders will be priced at the Fund's NAV next computed after they are received by an authorized broker or the broker's authorized designee.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">Except as otherwise permitted by the Board, initial and subsequent purchases of Shares will be payable in cash. Each initial or subsequent purchase of Shares will be payable in one installment which will generally be due (i) four business days prior to the date of the proposed acceptance of the purchase set by the Fund, which is expected to be the last day of each calendar month (the “Acceptance Date”), where funds are remitted by wire transfer, or (ii) ten business days prior to the Acceptance Date, where funds are remitted by check. A prospective investor must also submit a completed investor application at least five business days before the Acceptance Date. The Fund reserves the right, in its sole discretion, to accept or reject any subscription to purchase Shares in the Fund at any time. Although the Fund may, in its sole discretion, elect to accept a subscription prior to receipt of cleared funds, an investor will not become a Shareholder until cleared funds have been received. In the event that cleared funds and/or a properly completed investor application are not received from a prospective investor prior to the cut-off dates pertaining to a particular offering, the Fund may hold the relevant funds and investor application for processing in the next offering.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">Pending any offering, funds received from prospective investors will be placed in an escrow account with UMB Bank, n.a., the Fund’s escrow agent. On the date of any closing, the balance in the escrow account with respect to each investor whose investment is accepted will be invested in the Fund on behalf of such investor. In general, an investment will be accepted if a completed investor application and funds are received in good order on or prior to the Acceptance Date set by the Fund. The Fund reserves the right to reject, in its sole discretion, any request to purchase Shares in the Fund at any time. For any investor whose investment is not accepted, the balance in the escrow account with respect to such investor will be returned to the investor. Any interest earned with respect to escrow accounts will be paid to the Fund.</p> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:center"><span id="pros_028"><strong>TERM, DISSOLUTION AND LIQUIDATION</strong></span></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify;text-indent:0.5in">The Fund may be dissolved upon approval of a majority of the Trustees. Upon the liquidation of the Fund, its assets will be distributed first to satisfy (whether by payment or the making of a reasonable provision for payment) the debts, liabilities and obligations of the Fund, including actual or anticipated liquidation expenses, other than debts, liabilities or obligations to Shareholders, and then to the Shareholders proportionately in accordance with the amount of Shares that they own. Assets may be distributed in-kind on a proportionate basis if the Board or liquidator determines that the distribution of assets in-kind would be in the interests of the Shareholders in facilitating an orderly liquidation.</p> </div> Calculated by subtracting the Fund’s total liabilities (not including borrowings) from the Fund’s total assets and dividing this by the total number of senior indebtedness units, where one unit equals $1,000 of senior indebtedness. Unaudited. Investors may be charged a sales charge of up to 3.00% of the subscription amount. This table summarizes the expenses of the Fund and is designed to help investors understand the costs and expenses they will bear, directly or indirectly, by investing in the Fund. For its provision of advisory services to the Fund, the Investment Adviser receives an annual Management Fee, payable monthly in arrears, equal to 1.25% of the Fund’s net assets determined as of month-end. The Management Fee will be paid to the Investment Adviser before giving effect to any repurchase of Shares in the Fund effective as of that date, and will decrease the net profits or increase the net losses of the Fund that are credited to its Shareholders. The Investment Adviser pays the Sub-Adviser 50% of the Management Fee it receives from the Fund. “Fees and Interest Payments on Borrowed Funds” are based on estimated amounts for the current fiscal year. “Other Expenses” (as defined below) are based on estimated amounts for the current fiscal year. In addition to the Fund’s direct expenses, the Fund indirectly bears a pro-rata share of the expenses of the Investment Funds. The Investment Funds generally charge, in addition to management fees calculated as a percentage of the NAV of the Fund’s investment, performance-based fees generally from 10% to 35% of the net capital appreciation in the Fund’s investment for the year or other measurement period, subject to loss carryforward provisions, as defined in the respective Investment Funds’ agreements. The Acquired Fund Fees and Expenses have been restated to reflect the estimated fees that the Fund is expected to bear during the current fiscal year. In the future, these fees and expenses may be substantially higher or lower than reflected, because certain fees are based on the performance of the Underlying Managers (Investment Funds), which fluctuate over time. In addition, the Fund’s portfolio changes from time to time, which will result in different Acquired Fund Fees and Expenses. Total Annual Expenses and Net Annual Expenses differ from the ratios of expenses to average net assets shown in the financial statements included in the Fund’s annual report, which do not reflect (i) the portion of Acquired Fund Fees and Expenses that represent costs incurred at the Investment Fund level, as required to be disclosed in the above table; and (ii) the current expenses of the Fund. The Fund, the Investment Adviser and the Sub-Adviser have entered into an expense limitation and reimbursement agreement (as amended or restated, the “Expense Limitation and Reimbursement Agreement”) with the Fund, whereby the Investment Adviser and the Sub-Adviser have jointly and severally agreed to waive fees that they would otherwise have been paid, and/or to assume expenses of the Fund (a “Waiver”), if required to ensure the Total Annual Expenses (excluding taxes, interest, brokerage commissions, other transaction-related expenses, extraordinary expenses, commitment or non-use fees related to the Fund’s line of credit, and any Acquired Fund Fees and Expenses) do not exceed 1.50% of the net assets of the Fund on an annualized basis (the “Expense Limit”). For a period not to exceed three years from the date on which a Waiver is made, the Investment Adviser and/or Sub-Adviser may recoup amounts waived or assumed, provided they are able to effect such recoupment without causing the Fund’s expense ratio (after recoupment) to exceed the lesser of (i) the expense limit in effect at the time of the waiver and (ii) the expense limit in effect at the time of the recoupment. The current term of the Expense Limitation and Reimbursement Agreement continues until July 31, 2027. Thereafter, the Expense Limitation and Reimbursement Agreement will automatically renew for consecutive one-year terms unless terminated by the Fund, the Investment Adviser or the Sub-Adviser upon 30 days’ advance written notice. Calculated by subtracting the Fund’s total liabilities (not including borrowings) from the Fund’s total assets and dividing this by the total number of senior indebtedness units, where one unit equals $1,000 senior indebtedness. The rights of UBS AG, Stamford Branch, under the borrowing agreement are senior to the rights of the Fund’s shareholders.