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2026-03-31 0001912963 ck0001912963:ClassISharesMember 2026-03-31 0001912963 ck0001912963:ClassASharesMember 2025-04-01 2026-03-31 0001912963 ck0001912963:ClassASharesMember 2026-03-31 0001912963 ck0001912963:ClassASharesMember 2025-06-30 2025-06-30 0001912963 ck0001912963:ClassISharesMember 2025-06-30 2025-06-30 0001912963 2025-06-30 2025-06-30 pure shares iso4217:USD iso4217:USD shares No As soon as practicable after the effective date of this Registration Statement. 0001912963 false 333-264365 811-23792 N-2 N-2 true 4 true true 5 true FIRST TRUST PRIVATE CREDIT 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 true false false false <span style="font-family:Times New Roman, Times, Serif;font-size:10pt">Under normal market conditions, the Fund seeks to achieve its investment objective by allocating at least 80% of its net assets (plus the amount of any borrowings for investment purposes), to a diverse portfolio of private credit instruments. The Fund’s cash and cash equivalents held to cover unfunded commitments to make investments in private credit instruments that the Fund reasonably expects to be called in the future are counted for purposes of measuring compliance with the 80% policy.</span> <span style="font-family:Times New Roman, Times, Serif;font-size:10pt">For the purpose of this policy, “private credit instruments” include, without limitation, those that are issued in private offerings by private or public companies, such as commercial real estate mezzanine loans, real estate mortgages, distressed securities, notes, debentures, bank loans, and convertible and preferred securities.</span> <span style="font-family:Times New Roman, Times, Serif;font-size:10pt">Under normal market conditions, the Fund seeks to achieve its investment objective by allocating at least 80% of its net assets (plus the amount of any borrowings for investment purposes), to a diverse portfolio of private credit instruments. 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These instruments may be acquired directly from the issuer or in secondary market transactions.</span> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </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"> <td style="font:bold 10pt Times New Roman, Times, Serif;border-bottom:Black 1pt solid">SHAREHOLDER TRANSACTION EXPENSES:</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">Class A<br/>Shares</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">Class I<br/>Shares</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:74%;font:10pt Times New Roman, Times, Serif;text-align:left;text-indent:-9pt;padding-left:9pt"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">Maximum Sales Charge (Load)<br/>(<span style="font-size:10pt;font-family:Times New Roman">as a percentage of subscription amount</span>)⁽¹⁾</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">4.50</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"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">None</span></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;text-indent:-9pt;padding-left:9pt"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">Maximum Deferred Sales Charge (Load)<br/>(as a percentage of the lesser of the value redeemed or the amount invested)⁽¹⁾</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">1.25</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"><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> <div style="margin-top:3pt;margin-bottom:3pt;width:25%"> <div style="font-size:1pt;border-top:Black 1pt solid"> </div> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">(1) Investors in Class A Shares may be charged a sales charge of up to 4.50% of the subscription amount. For Class A Shares, no sales charge applies on investments of $250,000 or more, but a contingent deferred sales charge (“CDSC”) of 1.25% will be imposed on the repurchase of such Shares within 12 months of the date of purchase to the extent a finder’s fee was paid in connection with the purchase.</p> <span style="font-size:10pt;font-family:Times New Roman">as a percentage of subscription amount</span> 0.045 0 0.0125 0 <div> <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"> </p> <table cellpadding="0" style="border-collapse:collapse;width:100%;font:10pt Times New Roman, Times, Serif;border-spacing:0px"> <tr style="vertical-align:bottom"> <td style="font:italic bold 10pt Times New Roman, Times, Serif;border-bottom:Black 1pt solid"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt"><strong><i>(As a Percentage of Net Assets Attributable to Shares)⁽²⁾</i></strong></span></td> <td 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> <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:74%;font:10pt Times New Roman, Times, Serif;text-align:left"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">Investment Management Fee⁽³⁾</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">1.35</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">1.35</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"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">Distribution Fee⁽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">0.75</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">0.00</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">Shareholder Servicing Fee⁽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">0.25</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">0.25</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">Unused Line of Credit Fees and Interest Expense</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> <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">Acquired Fund Fees and 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">0.91</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">0.91</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"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">Other 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">0.40</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">0.40</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">3.74</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">2.99</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">Less: Amount Paid or Absorbed Under Expense Limitation and Reimbursement Agreement ⁽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">(0.35</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">(0.35</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⁽⁹⁾</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">3.39</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">2.64</td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left">%</td> </tr> </table> </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">(2) 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 purposes of determining net assets in fee table calculations, derivatives are valued at market value.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">(3) For its provision of advisory services to the Fund, the Investment Adviser receives an annual Investment Management Fee, payable monthly in arrears, equal to 1.35% of the Fund’s net assets determined as of month-end. The Investment 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. The Investment Adviser pays the Sub-Adviser from the Investment Management Fee it receives from 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">(4) Pursuant to exemptive relief from the SEC, the Fund offers multiple classes of shares and has adopted a distribution and service plan for Class A Shares and Class I Shares. Investors in each Class of Shares may pay a Shareholder Servicing Fee of up to 0.25% on an annualized basis of the aggregate net assets of the Fund attributable to the Class. Investors in Class A Shares may pay a Distribution Fee of up to 0.75% on an annualized basis of the aggregate net assets attributable to Class A Shares for marketing and distribution expenses. Payment of the Distribution and Servicing Fee is governed by a Distribution and Service Plan that, pursuant to the conditions of the exemptive order issued by the SEC, has been adopted by the Fund with respect to the applicable Class in compliance with Rule 12b-1 under the Investment Company Act. See “<i>DISTRIBUTION AND SERVICE PLAN</i>.” It is estimated that Shareholders will pay 0.75% of the net asset value of the Class A Shares for marketing and distribution expenses, and 0.01% and 0.17% of the net asset value of the Class A Shares and Class I Shares, respectively, for shareholder servicing expenses.</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">(5) <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 Private Investment Vehicles. Private Investment Vehicles generally charge, in addition to management fees calculated as a percentage of the average NAV of the Fund’s investment, performance-based fees generally from 12.50% to 20% of the net capital appreciation in the Private Investment Vehicle’s investment for the year or other measurement period, subject to loss carryforward provisions, as set forth in the respective Private Investment Vehicles’ offering documents. <span style="font-size:10pt;font-family:Times New Roman">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 Private Investment Vehicles, which fluctuates 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></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">(6)  Based on estimates for the current fiscal year.</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">(7) Total 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 Private Investment Vehicle level, as required to be disclosed in the above table; and (ii) the current expenses 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">(8) The Investment Adviser has entered into an expense limitation and reimbursement agreement (the “Expense Limitation and Reimbursement Agreement”) with the Fund, whereby the Investment Adviser has agreed to waive fees that it would otherwise have been paid, and/or to assume expenses of the Fund (a “Waiver”), if required to ensure the Total Annual Expenses (excluding any taxes, leverage interest, brokerage commissions, dividend and interest expenses on short sales, acquired fund fees and expenses (as determined in accordance with SEC Form N-2), expenses incurred in connection with any merger or reorganization, and extraordinary expenses, such as litigation expenses) do not exceed 2.40% and 1.65% of the average daily net assets of Class A Shares and Class I Shares, respectively (the “Expense Limit”) through April 29, 2027. Thereafter, the Expense Limitation and Reimbursement Agreement will automatically renew for consecutive one-year terms unless terminated by the Fund or the Investment Adviser upon 30 days’ advance written notice. For a period not to exceed three years from the date on which a Waiver is made, the Investment 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. Because taxes, leverage interest, brokerage commissions, dividend and interest expenses on short sales, acquired fund fees and expenses, expenses incurred in connection with any merger or reorganization, and extraordinary expenses are excluded from the Expense Limit, Total Annual Expenses (after fee waivers and expense reimbursements) are expected to exceed 2.40% and 1.65% for the Class A Shares and Class I Shares, respectively.</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">(9) Net Annual Expenses do not correlate to the “ratio of expenses to average net assets” provided in the Financial Highlights.</p> </div> 0.0135 0.0135 0.0075 0 0.0025 0.0025 0.0008 0.0008 0.0091 0.0091 0.004 0.004 0.0374 0.0299 -0.0035 -0.0035 0.0339 0.0264 <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 Private Investment Vehicles. Private Investment Vehicles generally charge, in addition to management fees calculated as a percentage of the average NAV of the Fund’s investment, performance-based fees generally from 12.50% to 20% of the net capital appreciation in the Private Investment Vehicle’s investment for the year or other measurement period, subject to loss carryforward provisions, as set forth in the respective Private Investment Vehicles’ offering documents. <span style="font-size:10pt;font-family:Times New Roman">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 Private Investment Vehicles, which fluctuates 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">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 Private Investment Vehicles, which fluctuates over time.</span> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The purpose of the table above is to assist prospective investors in understanding the various fees and expenses Shareholders will bear directly or indirectly. “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 and custodian. For a more complete description of the various fees and expenses of the Fund, see “<i>INVESTMENT MANAGEMENT FEE,</i>” “<i>ADMINISTRATION,</i>” “<i>FUND EXPENSES,</i>” and “<i>PURCHASING SHARES.</i>”</p> </div> <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> <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">Class A Shares</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">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:56%;font:10pt Times New Roman, Times, Serif;text-align:left;text-indent:-9pt;padding-left:9pt">You Would Pay the Following Expenses Based on the Imposition of the 4.50% Sales Charge and a $1,000 Investment in the Fund, Assuming a 5% Annual Return:</td> <td style="width:1%;font:10pt Times New Roman, Times, Serif"> </td> <td style="width:1%;font:10pt Times New Roman, Times, Serif;text-align:left">$</td> <td style="width:8%;font:10pt Times New Roman, Times, Serif;text-align:right">78</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">$</td> <td style="width:8%;font:10pt Times New Roman, Times, Serif;text-align:right">151</td> <td style="width:1%;font:10pt Times New Roman, Times, Serif;text-align:left"> </td> <td style="width:1%;font:10pt Times New Roman, Times, Serif"> </td> <td style="width:1%;font:10pt Times New Roman, Times, Serif;text-align:left">$</td> <td style="width:8%;font:10pt Times New Roman, Times, Serif;text-align:right">227</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:8%;font:10pt Times New Roman, Times, Serif;text-align:right">423</td> <td style="width:1%;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> <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">Class I Shares</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">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:56%;font:10pt Times New Roman, Times, Serif;text-align:left;text-indent:-9pt;padding-left:9pt">You Would Pay the Following Expenses Based on a $1,000 Investment in the Fund, Assuming a 5% Annual Return:</td> <td style="width:1%;font:10pt Times New Roman, Times, Serif"> </td> <td style="width:1%;font:10pt Times New Roman, Times, Serif;text-align:left">$</td> <td style="width:8%;font:10pt Times New Roman, Times, Serif;text-align:right">27</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">$</td> <td style="width:8%;font:10pt Times New Roman, Times, Serif;text-align:right">89</td> <td style="width:1%;font:10pt Times New Roman, Times, Serif;text-align:left"> </td> <td style="width:1%;font:10pt Times New Roman, Times, Serif"> </td> <td style="width:1%;font:10pt Times New Roman, Times, Serif;text-align:left">$</td> <td style="width:8%;font:10pt Times New Roman, Times, Serif;text-align:right">154</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:8%;font:10pt Times New Roman, Times, Serif;text-align:right">328</td> <td style="width:1%;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">The example is based on the annual fees and expenses of Class A Shares and Class I Shares set out in the table above and should not be considered a representation of future expenses. <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> </div> 78 151 227 423 27 89 154 328 10.24 10.45 10.08 10 -1.01 -1.09 -0.94 -0.26 9.81 10.24 10.45 10.08 22059000 8000000 0 0 21648 49429 0 0 10.2 10.45 10 -1.01 -1.11 -0.75 9.76 10.2 10.45 22059000 8000000 0 21648 49429 0 <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:center"><span id="S-5"><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">The Fund’s investment objective is to produce current income. The Fund seeks to achieve its investment objective by allocating its assets across a wide array of credit strategies. The Fund uses a “multi-manager” approach whereby the Fund’s assets are allocated among the Investment Adviser and one or more sub- advisers, in percentages determined at the discretion of the Investment Adviser. There can be no assurance that the Fund will achieve its investment objective or that the Fund’s investment strategies will be successful. Currently only the Sub-Adviser serves as a sub-adviser to 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">The Fund’s investment objective is non-fundamental and may be changed by the Board without the approval of 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"><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">The Investment Adviser seeks to achieve the Fund’s investment objective by managing a portion of the Fund’s assets directly and by delegating the management of a portion of Fund assets to the Sub-Adviser. The Investment Adviser maintains primary responsibility for allocating Fund assets to the Sub-Adviser and from time to time will select and determine the percentage of Fund assets to allocate to the Sub-Adviser. While the Investment Adviser delegates a portion of the day-to-day management of the Fund’s assets to the Sub-Adviser, the Investment Adviser retains overall supervisory responsibility for the general management and investment of the Fund’s securities portfolio.</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">When considering allocations across the Sub-Adviser, the Investment Adviser considers both the bottom-up opportunity set within a given Sub-Adviser’s area of expertise as well as the collective mandate for the Fund as a whole. The Investment Adviser will determine the portion of Fund assets allocated to the Sub-Adviser based upon the Investment Adviser’s views on portfolio construction, the activities of other investment managers, existing market conditions, and the Sub-Adviser’s circumstances. The Investment Adviser will consider a variety of factors, including but not limited to the Sub-Adviser’s style, historical performance, and the characteristics of the Sub-adviser’s allocated assets (including liquidity, risk, yield and ratings information). The Investment Adviser may, from time to time, in its sole discretion reallocate the Fund’s assets among itself and the Sub-Adviser.</p> </div> <div> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Investment Adviser may exercise its discretion to manage a portion of Fund assets directly for any reason, including to establish positions in securities and strategies it deems appropriate for meeting the Fund’s investment objectives, to modify the Fund’s exposure to a particular investment or market-related risk created by the Sub-Adviser, or to invest the Fund’s assets pending allocation to the Sub-Adviser.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">Under normal market conditions, the Fund seeks to achieve its investment objective by allocating at least 80% of its net assets (plus the amount of any borrowings for investment purposes), to a diverse portfolio of private credit instruments. The Fund’s cash and cash equivalents held to cover unfunded commitments to make investments in private credit instruments that the Fund reasonably expects to be called in the future are counted for purposes of measuring compliance with the 80% policy. For the purpose of this policy, “private credit instruments” include, without limitation, those that are issued in private offerings by private or public companies, such as commercial real estate mezzanine loans, real estate mortgages, distressed securities, notes, debentures, bank loans, and convertible and preferred securities. The Fund may invest directly in private credit instruments or indirectly without limit through registered investment companies, private funds and other private investment vehicles that invest or trade in private credit instruments (such companies, funds and vehicles together, “Private Investment Vehicles”). These instruments may be acquired directly from the issuer or in secondary market transactions. The 80% policy may be changed by the Board without the vote of a majority (as defined in the Investment Company Act) of the Fund’s outstanding Shares if (i) the Fund conducts a repurchase offer to allow Shareholders to repurchase shares in advance of changing the policy, (ii) the Fund provides Shareholders at least 60 days’ prior written notice of any change to the policy in advance of such repurchase offer in the manner prescribed by the SEC, and (iii) the repurchase offer is not oversubscribed.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Investment Adviser and Sub-Adviser target investments that they consider undervalued. In selecting investments, the Investment Adviser and Sub-Adviser consider maturity, yield and ratings information and opportunities for price appreciation among other criteria. In addition, they analyze an investment’s collateral quality, credit support, and structure, as applicable, in addition to market conditions. The Investment Adviser and Sub-Adviser may sell investments if they determine that any of the mentioned factors have changed materially from their previous analysis or that other factors indicate that an investment is no longer earning a return commensurate with its risk. They do not target any particular allocations to investment grade and non-investment grade fixed income investments. The Fund will primarily hold a combination of investment grade and non-investment grade debt and investments ranging from medium to longer term maturities, which may vary from time to time. While there are no specific criteria or target thresholds, the Investment Adviser and Sub-Adviser attempt to diversify risks that arise from position sizes, geography, ratings, duration, deal structure and collateral values.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Fund may invest in asset-backed fixed income securities, including securities backed by assets such as credit card receivables, student loans, automobile loans and residential and commercial real estate, and fixed or floating rate bank loans and participations and regulatory capital relief investments (including without limitation significant risk transfer securities (SRTs). The Fund may also invest in collateralized loan obligations (“CLOs”), which are backed by a pool of corporate debt. CLOs are similar to collateralized mortgage obligations (“CMOs”) but differ as to the type of underlying loan. The Fund may invest in non-agency, residential mortgage-backed securities (“RMBS”). Residential mortgage loans are generally classified into three categories based on the risk profile of the borrower and the property: (i) Prime, (ii) Alternative-A (“Alt-A”), and (iii) Subprime. Prime residential mortgage loans are extended to borrowers who represent a relatively low risk profile through a strong credit history. Subprime loans are made to borrowers who display poor credit histories and other characteristics that correlate with a higher default risk. Alt-A loans are made to borrowers whose risk profile falls between Prime and Subprime. When selecting RMBS investments for the Fund, the Investment Adviser and Sub-Adviser intend to focus on RMBS that are collateralized by pools of Prime or Alt-A mortgages and that are seasoned (i.e., have a history of timely payments). (These securities are also known as CMOs.)</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">Prime mortgage loans may be either “agency” or “non-agency.” Agency loans have balances that fall within the limits set by the Federal Housing Finance Agency (“FHFA”) and qualify as collateral for securities that are issued by the Government National Mortgage Association (“Ginnie Mae”), the Federal National Mortgage Association (“Fannie Mae”) or the Federal Home Loan Mortgage Corporation (“Freddie Mac”). Non-agency loans have balances that may or may not fall within the limits set by FHFA and do not qualify as collateral for securities that are issued by Ginnie Mae, Fannie Mae or Freddie Mac, and are sponsored by private companies other than government sponsored enterprises (sometimes referred to as “private label paper”).</p> </div> <div> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">Additionally, the Fund may invest in bank loans and participations, including first-lien, second-lien and unitranche loans. The Fund may invest in bank loans and participations of any credit quality, maturity or duration. The bank loans and participations in which the Fund will invest may have fixed or floating interest rates, may be senior or subordinated, may be leveraged loans and may be rated below investment grade or unrated (commonly referred to as low credit quality securities or “junk bonds”). The Fund may invest in bank loans through assignments (whereby the Fund assumes the position of the lender to the borrower) or loan participation (whereby the Fund purchases all or a portion of the economic interest in a loan). “Unitranche” loans are loans that combine both senior and subordinate debt into a single loan under which the borrower pays an interest rate intended to reflect the relative risk of the secured and unsecured components of the loan.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Investment Adviser and/or Sub-Adviser may cause the Fund to use various methods to leverage investments, including (i) borrowing, (ii) swap agreements or other derivative instruments, (iii) use of short sales, (iv) entering into reverse repurchase transactions, or (v) a combination of these methods. The notional value of the Fund’s investments in derivative instruments will be used for purposes of determining compliance with the Fund’s 80% policy.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">During temporary defensive periods, for up to 90 consecutive days, the Fund may deviate from its investment policies and objective. During such periods, the Fund may invest up to 100% of its total assets in cash or cash equivalents, including short- or intermediate-term U.S. Treasury securities, as well as other short-term investments, including high quality, short-term debt securities. There can be no assurance that such techniques will be successful. Accordingly, during such periods, the Fund may not achieve its investment objective.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><strong>Wholly-Owned Subsidiaries</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Fund may make investments through one or more direct and indirect wholly-owned subsidiaries (each a “Subsidiary” and collectively the “Subsidiaries”). The Fund may invest in its Cayman Subsidiary. The Fund also may invest through one or more of its Domestic Subsidiaries, including but not limited to bankruptcy remote special purpose vehicles formed for the purpose of making one or more equity commitments in pursuit of the Fund’s investment strategies. All Subsidiaries will be advised by the Investment Adviser and act as an investment vehicle in order to effect certain investments consistent with the Fund’s investment objectives and policies. See “Management of the Subsidiaries.” Subsidiaries will not be registered under the Investment Company Act; however, the Fund will wholly own and control any Subsidiaries. The Board has oversight responsibility for the investment activities of the Fund, including its investment in any Subsidiary, and the Fund’s role as sole direct or indirect shareholder of any Subsidiary. To the extent applicable to the investment activities of a Subsidiary, the Subsidiary will follow the same compliance policies and procedures as the Fund. The Fund will “look through” any such Subsidiary to determine compliance with its investment policies. The Fund does not intend to create or acquire primary control of any entity that primarily engages in investment activities in securities or other assets, other than Subsidiaries. Each Subsidiary will be subject to the same fundamental, non-fundamental and certain other investment restrictions as the Fund. The Fund and Subsidiary will test for compliance with certain investment restrictions on a consolidated basis. The Fund will also comply with Section 18 of the Investment Company Act governing capital structure and leverage on an aggregate basis with each Subsidiary so that the Fund treats a Subsidiary’s debt as its own for purposes of Section 18. Each Subsidiary will comply with Section 17 of the Investment Company Act relating to affiliated transactions and custody. The Fund may seek to gain exposure to certain newly-issued Regulation S securities, among other things, through investments in the Cayman Subsidiary. Regulation S securities are securities of U.S. and non-U.S. issuers that are issued through private offerings without registration with the SEC pursuant to Regulation S under the Securities Act. The Cayman Subsidiary (unlike the Fund) may invest without limitation in Regulation S 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"><strong>Co-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">The Fund may co-invest alongside one or more other investment funds or investment vehicles managed, sponsored or advised by the Investment Adviser or its affiliates. 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 other clients. The Fund and Investment Adviser have been granted an Exemptive Order from the SEC that permits the Fund, including any Subsidiary, 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. The Investment Adviser will not cause the Fund to engage in certain investments alongside affiliates unless such investments are permitted under the Exemptive Order or unless such investments are not prohibited by Section 17(d) of the Investment Company Act or interpretations of Section 17(d) as expressed in SEC no-action letters or other available guidance. The Fund could be limited in its ability to invest in certain investments in which the Investment Adviser, any Sub-Adviser or any of their affiliates are investing or are invested.</p> </div> <div> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">Unless otherwise specified, the investment policies and limitations of the Fund are not considered to be fundamental by the Fund and can be changed without a vote of the Shareholders. Certain investment restrictions specifically identified as such in the Statement of Additional Information (the “SAI”) are considered fundamental and may not be changed without approval by holders of a “majority of the outstanding voting securities” of the Fund, as defined in the Investment Company Act, which includes Shares and shares of preferred stock of the Fund (“Preferred Shares”), if any, voting together as a single class, and the holders of the outstanding Preferred Shares voting as a single class. As defined in the Investment Company Act, when used with respect to particular shares of the Fund, a “majority of the outstanding voting securities” means: (i) 67% or more of the shares present at a meeting, if the holders of more than 50% of the shares are present or represented by proxy; or (ii) more than 50% of the shares, whichever is less.</p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><strong>Effects of Leverage.</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">Assuming the use of leverage in the amount of 7% of the Fund’s total assets and an annual interest rate on leverage of 5.96% 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 0.42%. 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 maybe 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> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">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 7% of the Fund’s assets after such issuance and the Fund’s currently projected annual interest rate of 5.96%. See “<i>PRINCIPAL RISK FACTORS — BORROWING, USE OF LEVERAGE</i>.” The table does not reflect any offering costs of Shares.</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </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">-11.12</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">-5.77</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">-0.42</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">4.93</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">10.28</td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left">%</td> </tr> </table> </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">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> 0.0596 <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">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 7% of the Fund’s assets after such issuance and the Fund’s currently projected annual interest rate of 5.96%. See “<i>PRINCIPAL RISK FACTORS — BORROWING, USE OF LEVERAGE</i>.” The table does not reflect any offering costs of Shares.</p> </div> 0.0596 <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">-11.12</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">-5.77</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">-0.42</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">4.93</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">10.28</td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left">%</td> </tr> </table> </div> -0.1112 -0.0577 -0.0042 0.0493 0.1028 <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:center"><span id="S-7"><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">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 Fund will be successful. <strong>An investment in the Fund involves substantial risks, including the risk that the entire amount invested may be lost.</strong> Below is a list of the principal risks of investing in the Fund. Different risks may be more significant at different times, depending on market conditions.</p> </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"><strong>Repurchase Offers; Limited Liquidity</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">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 quarterly 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">The Fund is a closed-end investment company structured as an “interval fund” and, as such, has adopted a fundamental policy to make quarterly repurchase offers, at per-class NAV, of not less than 5% of the Fund’s outstanding Shares on the repurchase request deadline, pursuant to Rule 23c-3 under the Investment Company Act. The Fund will offer to purchase only a small portion of its Shares 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.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Fund’s 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> </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">Payment for repurchased Shares may require the Fund to liquidate portfolio holdings earlier than the Investment Adviser or the Sub-Adviser 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">The NAV of Shares tendered in a repurchase offer may decline between the repurchase request deadline and the date on which the NAV for tendered Shares is determined. The repurchase of Shares by the Fund may be a taxable event for Shareholders. To the extent that the Fund employs investment leverage, repurchases of Shares will compound the adverse effects of leverage in a declining market. If the Fund borrows to finance repurchases, interest on that borrowing will negatively affect Shareholders who do not tender their Shares by increasing the Fund’s expenses and reducing any net investment income.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">If 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 approximately fourteen (14) days after the repurchase offer terminates. Thus, a Shareholder will not know its repurchase price until after it has irrevocably tendered its Shares. <span>See “<i>OFFERS TO REPURCHASE</i>” and “<i>REPURCHASE PROCEDURES</i>.”</span></p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><strong>Derivative Instruments</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Fund 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> </div> </div> <div> </div> <div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><strong>Co-Investment Risk</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">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">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> <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">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.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Investment Company Act imposes significant limits on co-investments with affiliates of the Fund. 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 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> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><strong>Reliance on Co-Investment Order Risk</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">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> </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"><strong>Multi-Manager Risk</strong></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">Fund performance is dependent upon the success of the Investment Adviser and the Sub-Adviser in implementing the Fund’s investment strategies in pursuit of its investment objective. The Fund’s performance will depend, in part, on the success of the Investment Adviser’s methodology in allocating the Fund’s assets to the Sub-Adviser and its selection and oversight of the Sub-Adviser. The Sub-Adviser selected by the Investment Adviser may underperform the market generally or other sub-advisers that could have been selected for the Fund. The Sub-Adviser’s investment styles may not always be complementary, which could adversely affect the performance of the Fund. Because the Sub-Adviser makes investment decisions independently, it is possible the Sub-Adviser may, at any time, take positions that may be opposite of positions taken by other Sub-Adviser or the Investment Adviser. In such cases, the Fund will incur brokerage and other transaction costs without accomplishing any net investment results. The Sub-Adviser also maybe competing with one another for similar positions at the same time, which could have the result of increasing a security’s cost. The multi-manager approach could increase the Fund’s portfolio turnover rates, which may result in higher levels of realized capital gains or losses with respect to the Fund’s portfolio securities, and higher broker commissions and other transaction costs.</p> </div> </div> <div> </div> <div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><strong>Borrowing; Use of Leverage</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Fund may leverage its investments by “borrowing.” The use of leverage increases both risk of loss and profit potential. The Investment Adviser and/or Sub-Adviser may cause the Fund to use various methods to leverage investments, including (i) borrowing, (ii) swap agreements or other derivative instruments, (iii) use of short sales, (iv) entering into reverse repurchase transactions, or (v) 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. The interests of persons with whom the Fund enters into leverage arrangements will not necessarily be aligned with the interests of the Fund’s Shareholders and such persons will have claims on the Fund’s assets that are senior to those of the Shareholders. See “<i>CREDIT FACILITY; USE OF LEVERAGE</i>.”</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><strong>Non-Diversified Status</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Fund 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 Private Investment Vehicles 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> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><strong>Legal, Tax and Regulatory</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">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 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">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 Underlying Funds 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">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 Underlying 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> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"><strong>Non-Qualification as a Regulated Investment Company</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">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 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> <div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><strong>Investment and Market Risk</strong></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">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"> </p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><strong>Privately Placed Securities</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">A Private Investment Vehicle may invest in non-exchange traded securities, including privately placed securities, which are subject to liquidity and valuation risks. These risks may make it difficult for those securities to be traded or valued, especially in the event of adverse economic and liquidity conditions or adverse changes in the issuer’s financial condition. The market for certain non-exchange traded securities may be limited to institutional investors, subjecting such investments to further liquidity risk if a market were to limit institutional trading. There may also be less information available regarding such non-exchange traded securities than for publicly traded securities, which may make it more difficult for an Underlying Manager to fully evaluate the risks of investing in such securities and, as a result, place the Fund’s assets at greater risk of loss than if the Underlying Manager had more complete information. In addition, the issuers of non-exchange traded securities may be distressed, insolvent, or delinquent in filing information needed to be listed on an exchange. Disposing of non- exchange traded securities, including privately placed securities, may involve time-consuming negotiation and legal expenses, and selling them promptly at an acceptable price may be difficult or impossible. Securities purchased in private placements may be subject to legal or contractual restrictions on resale. The Fund may have to bear the expense of registering restricted securities for resale and the risk of substantial delay in effecting registration.</p> </div> </div> <div> </div> <div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"><strong>General Economic and Market Conditions</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The success of the Fund’s activities may be affected by general economic and market conditions, such as interest rates, availability of credit, inflation rates, economic uncertainty, changes in laws, trade policies, treaties and tariffs, and national and international political circumstances, armed conflict and war. These factors may affect the level and volatility of security prices and liquidity of the Fund’s investments. Unexpected volatility or illiquidity could impair the Fund’s profitability or result in it suffering losses.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">Interest rates in the United States and many other countries have risen in recent periods and may continue to rise in the future. See “Interest Rate Risk” for more information. Additionally, as a result of increasing interest rates, reserves held by banks and other financial institutions in bonds and other debt securities could face a significant decline in value relative to deposits and liabilities, which coupled with general economic headwinds resulting from a changing interest rate environment, creates liquidity pressures at such institutions. As a result, certain sectors of the credit markets could experience significant declines in liquidity, and it is possible that the Fund will not be able to manage this risk effectively.</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"><strong>Recent Market Circumstances</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The 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 markers. 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">In the first half of 2025, the United States enacted or proposed to enact significant new tariffs, and various federal agencies were directed to further evaluate key aspects of U.S. trade policy, which could potentially lead to significant changes to current policies, treaties, and tariffs. Significant uncertainty about the future relationship between the U.S. and other countries with respect to such trade policies, treaties and tariffs continues to exist. These developments, or the perception that any of them could occur, may have a material adverse effect on global trade, in particular, trade between the impacted nations and the U.S.; global financial markets’ stability; and global economic conditions.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Fund cannot predict the effects or likelihood of such events on the U.S. and global economies, the value of the Shares or the NAV of the Fund. The issuers of securities, including those held in the Fund’s portfolio, could be materially impacted by such events, which may, in turn, negatively affect the value of such securities or such issuers’ ability to make interest payments or distributions to the Fund. These risks may be magnified if certain events or developments adversely interrupt the global supply chain; in these and other circumstances, such risks might affect companies worldwide due to increasingly interconnected global economies and financial markets.</p> </div> </div> <div> </div> <div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"><strong>Government Intervention in Financial Markets Risk</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">Instability in the financial markets in the recent past led the U.S. Government and foreign governments to take a number of unprecedented actions designed to support certain financial institutions and segments of the financial markets that experienced extreme volatility, and in some cases a lack of liquidity. Future market conditions could lead to similar such actions. See “PRINCIPAL RISK FACTORS — RECENT MARKET CIRCUMSTANCES” above. U.S. federal and state governments and foreign governments, their regulatory agencies or self-regulatory organizations may take actions that affect the regulation of the securities in which the Fund, or the issuers of such securities, in ways that are unforeseeable and on an “emergency” basis with little or no notice with the consequence that some market participants’ ability to continue to implement certain strategies or manage the risk of their outstanding positions will be suddenly and/or substantially eliminated or otherwise negatively implicated. Given the complexities of the global financial markets and the limited time frame within which governments have been able to take action, these interventions have sometimes been unclear in scope and application, resulting in confusion and uncertainty, which in itself has been materially detrimental to the efficient functioning of such markets as well as previously successful investment strategies. Decisions made by government policy makers could exacerbate any economic difficulties. Issuers might seek protection under the bankruptcy laws. Legislation or regulation may also change the way in which the Fund itself is regulated. Such legislation or regulation could limit or preclude the Fund’s ability to achieve its investment objective.</p> </div> <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"><strong>General Credit Risks</strong></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">The value of any underlying collateral, the creditworthiness of the borrower and the priority of the lien are each of great importance. The Investment Adviser and Sub-Adviser 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 Investment Adviser and Sub-Adviser 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 strategies utilized by the Investment Adviser and Sub-Adviser may require accurate and detailed credit analysis of issuers, and there can be no assurance that such analysis will be accurate or complete. Because the Fund may invest significantly in bank loans and participations, which may include covenant-lite loans, this risk will be substantial for the Fund. Credit risk is also greater to the extent that the Fund uses leverage in connection with the management of the Fund.</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"><strong>Notes, Debentures and Other Fixed Income Securities</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Fund may invest in notes, debentures and other fixed income securities, both U.S. and non-U.S., and may take short positions in these securities. The Fund 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: 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-backed 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> <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"><strong>Collateralized Loan Obligations (“CLOs”) and Collateralized Debt Obligations (“CDOs”)</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">CLOs and CDOs are typically privately offered and sold, and thus, are not registered under the securities laws, which means less information about the security may be available as compared to publicly offered securities and only certain institutions may buy and sell them. As a result, investments in CDOs may be characterized by the Fund as illiquid securities. An active dealer market may exist for CDOs that can be resold in Rule 144A transactions, but there can be no assurance that such a market will exist or will be active enough for the Fund to sell such securities. In addition to the typical risks associated with fixed-income securities and asset-backed securities, CDOs carry other risks including, but not limited to: (i) the possibility that distributions from collateral securities will not be adequate to make interest or other payments; (ii) the risk that the collateral may default, decline in value or quality, or be downgraded by a rating agency; (iii) the Fund may invest in tranches of CDOs that are subordinate to other tranches, diminishing the likelihood of payment; (iv) the structure and complexity of the transaction and the legal documents could lead to disputes among investors regarding the characterization of proceeds; (v) risk of forced “fire sale” liquidation due to technical defaults such as coverage test failures; and (vi) the CDO’s manager may perform poorly.</p> </div> </div> <div> </div> <div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"><strong>Structured Products</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The CLOs and other CDOs in which the Fund may invest are structured products. Holders of structured products bear risks of the underlying assets and are subject to counterparty risk.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Fund may have the right to receive payments only from the structured product, and generally does not have direct rights against the issuer or the entity that sold the assets to be securitized. While certain structured products enable the investor to acquire interests in a pool of securities without the brokerage and other expenses associated with directly holding the same securities, investors in structured products generally pay their share of the structured product’s administrative and other expenses. Although it is difficult to predict whether the prices of assets underlying structured products will rise or fall, these prices (and, therefore, the prices of structured products) will be influenced by the same types of political and economic events that affect issuers of securities and capital markets generally. If the issuer of a structured product uses shorter-term financing to purchase longer-term securities, the issuer may be forced to sell its securities at below-market prices if it experiences difficulty in obtaining short-term financing, which may adversely affect the value of the structured products owned by 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">Certain structured products may be thinly traded or have a limited trading market. Structured products are typically privately offered and sold. As a result, investments in structured products may be characterized by the Fund as illiquid securities. In addition to the general risks associated with fixed-income securities, structured products carry additional risks, including, but not limited to: (i) the possibility that distributions from collateral securities will not be adequate to make interest or other payments; (ii) the quality of the collateral may decline in value or default; (iii) the possibility that the investments in structured products are subordinate to other classes or tranches thereof; (iv) the complex structure of the security may not be fully understood at the time of investment and may produce disputes with the issuer or unexpected investment results; (v) a forced “fire sale” liquidation may occur due to technical defaults such as coverage test failures and (vi) the manager of the CLO or CDO may perform poorly.</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><strong>Collateralized Loan Obligations and Collateralized Debt Obligations</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Fund may invest in CLOs and CDOs. CLOs and CDOs are created by the grouping of certain private loans and other lender assets/collateral into pools. A sponsoring organization establishes a SPV to hold the assets/collateral and issue securities. Interests in these pools are sold as individual securities. Payments of principal and interest are passed through to investors and are typically supported by some form of credit enhancement, such as a letter of credit, surety bond, limited guaranty or senior/subordination. Payments from the asset pools may be divided into several different tranches of debt securities, offering investors various maturity and credit risk characteristics. Some tranches entitled to receive regular installments of principal and interest, other tranches entitled to receive regular installments of interest, with principal payable at maturity or upon specified call dates, and other tranches only entitled to receive payments of principal and accrued interest at maturity or upon specified call dates. Different tranches of securities will bear different interest rates, which may be fixed or floating.</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">Investors in CLOs and CDOs bear the credit risk of the assets/collateral. Tranches are categorized as senior, mezzanine, and subordinated/equity, according to their degree of credit risk. If there are defaults or the CDO’s collateral otherwise underperforms, scheduled payments to senior tranches take precedence over those of mezzanine tranches, and scheduled payments to mezzanine tranches take precedence over those to subordinated/equity tranches. Senior and mezzanine tranches are typically rated, with the former receiving S&amp;P Global Ratings (“S&amp;P”) ratings of A to AAA and the latter receiving ratings of B to BBB. The ratings reflect both the credit quality of underlying collateral as well as how much protection a given tranche is afforded by tranches that are subordinate to it.</p> </div> <div style="display:none"> <div> </div> </div> </div> <div> </div> <div> <div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">Because the loans held in the pool often may be prepaid without penalty or premium, CLOs and CDOs can be subject to higher prepayment risks than most other types of debt instruments. Prepayments may result in a capital loss to the Fund to the extent that the prepaid securities purchased at a market discount from their stated principal amount will accelerate the recognition of interest income by the Fund, which would be taxed as ordinary income when distributed to the Shareholders. The credit characteristics of CLOs and CDOs also differ in a number of respects from those of traditional debt securities. The credit quality of most CLOs and CDOs depends primarily upon the credit quality of the assets/collateral underlying such securities, how well the entity issuing the securities is insulated from the credit risk of the originator or any other affiliated entities, and the amount and quality of any credit enhancement to such 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">CLOs and CDOs are typically privately offered and sold, and thus, are not registered under the securities laws, which means less information about the security may be available as compared to publicly offered securities and only certain institutions may buy and sell them. As a result, investments in CLOs and CDOs may be characterized by the Fund as illiquid securities. An active dealer market may exist for CLOs and CDOs that can be resold in Rule 144A transactions, but there can be no assurance that such a market will exist or will be active enough for the Fund to sell such securities. The Fund’s investments in (i) CLOs, (ii) CDOs, and (iii) warehouses, which are financing structures created prior to and in anticipation of CLO or CDO closings and issuing securities and are intended to aggregate direct loans, corporate loans and/or other debt obligations that may be used to form the basis of CLO or CDO vehicles, in each case structured as 3(c)(1) or 3(c)(7).</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">In addition to the typical risks associated with fixed-income securities and asset-backed securities, CLOs and CDOs carry other risks including, but not limited to: (i) the possibility that distributions from collateral securities will not be adequate to make interest or other payments; (ii) the risk that the collateral may default, decline in value or quality, or be downgraded by a rating agency; (iii) the Fund may invest in tranches of CLOs and CDOs that are subordinate to other tranches, diminishing the likelihood of payment; (iv) the structure and complexity of the transaction and the legal documents could lead to disputes with the issuer or unexpected investment results; (v) risk of forced “fire sale” liquidation due to technical defaults such as coverage test failures; and (vi) the manager of the CLO or CDO may perform poorly.</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"><strong>Additional Risks of Asset-Backed Securities, CDOs and CLOs</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">Asset-backed securities and CDOs are created by the grouping of certain governmental, government related and private loans, receivables and other non- mortgage lender assets/collateral into pools. A sponsoring organization establishes a special purpose vehicle to hold the assets/collateral and issue securities. Interests in these pools are sold as individual 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">Payments of principal and interest are passed through to investors and are typically supported by some form of credit enhancement, such as a letter of credit, surety bond, limited guaranty or senior/subordination. Payments from the asset pools may be divided into several different tranches of debt securities, offering investors various maturity and credit risk characteristics. Some tranches entitled to receive regular installments of principal and interest, other tranches entitled to receive regular installments of interest, with principal payable at maturity or upon specified call dates, and other tranches only entitled to receive payments of principal and accrued interest at maturity or upon specified call dates. Different tranches of securities will bear different interest rates, which may be fixed or floating.</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">Investors in asset-backed securities and CDOs bear the credit risk of the assets/collateral. Tranches are categorized as senior, mezzanine, and subordinated/equity, according to their degree of credit risk. If there are defaults or the CDO’s collateral otherwise underperforms, scheduled payments to senior tranches take precedence over those of mezzanine tranches, and scheduled payments to mezzanine tranches take precedence over those to subordinated/equity tranches. Senior and mezzanine tranches are typically rated, with the former receiving S&amp;P Global Ratings (“S&amp;P”) ratings of A to AAA and the latter receiving ratings of B to BBB. The ratings reflect both the credit quality of underlying collateral as well as how much protection a given tranche is afforded by tranches that are subordinate to it.</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">Because the loans held in the pool often may be prepaid without penalty or premium, asset-backed securities and CDOs can be subject to higher prepayment risks than most other types of debt instruments.</p> </div> </div> <div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">Prepayments may result in a capital loss to the Fund to the extent that the prepaid securities purchased at a market discount from their stated principal amount will accelerate the recognition of interest income by the Fund, which would be taxed as ordinary income when distributed to the 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">The credit characteristics of asset-backed securities and CDOs also differ in a number of respects from those of traditional debt securities. The credit quality of most asset-backed securities and CDOs depends primarily upon the credit quality of the assets/collateral underlying such securities, how well the entity issuing the securities is insulated from the credit risk of the originator or any other affiliated entities, and the amount and quality of any credit enhancement to such securities.</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"><strong>Mortgage-Backed and Asset-Backed Securities Risks</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The price paid by the Fund for asset-backed securities, including CLOs, the yield the Fund expects to receive from such securities and the average life of such securities are based on a number of factors, including the anticipated rate of prepayment of the underlying assets. The value of these securities may be significantly affected by changes in interest rates, the market’s perception of issuers, and the creditworthiness of the parties involved. The ability of the Fund to successfully utilize these instruments may depend on the ability of the Investment Adviser and Sub-Adviser to forecast interest rates and other economic factors correctly. These securities may have a structure that makes their reaction to interest rate changes and other factors difficult to predict, making their value highly volatile.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">In addition to the risks associated with other asset-backed securities as described above, mortgage-backed securities are subject to the general risks associated with investing in real estate securities; that is, they may lose value if the value of the underlying real estate to which a pool of mortgages relates declines. Mortgage-backed securities may be issued by governments or their agencies and instrumentalities, such as, in the United States, Ginnie Mae, Fannie Mae and Freddie Mac. They may also be issued by private issuers but represent an interest in or are collateralized by pass-through securities issued or guaranteed by a government or one of its agencies or instrumentalities. Moreover, mortgage-backed securities may be issued by private issuers and be collateralized by securities without a government guarantee. Such securities usually have some form of private 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. The insurance and guarantees and the creditworthiness of their issuers will be considered when determining whether a mortgage-backed security meets the Fund’s quality standards. The Fund may buy mortgage- backed securities without insurance or guarantees if, through an examination of the loan experience and practices of the poolers, the investment manager determines that the securities meet the Fund’s quality standards. 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 by a private guarantor, the Fund is subject to the credit risk of such guarantor, especially when the guarantor doubles as the originator.</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">Pools created by private issuers generally offer a higher rate of interest than government and government-related pools because there are no direct or indirect government or agency guarantees of payments. Notwithstanding that such pools may be supported by various forms of private insurance or guarantees, there can be no assurance that the private insurers or guarantors will be able to meet their obligations under the insurance policies or guarantee arrangements. The Fund may invest in private mortgage pass-through securities without such insurance or guarantees. Any mortgage-backed securities that are issued by private issuers are likely to have some exposure to subprime loans as well as to the mortgage and credit markets generally. In addition, such securities are not subject to the underwriting requirements for the underlying mortgages that would generally apply to securities that have a government or government-sponsored entity guarantee, thereby increasing their credit risk. The risk of non-payment is greater for mortgage-related securities that are backed by mortgage pools that contain subprime loans, but a level of risk exists for all loans. Market factors adversely affecting mortgage loan repayments may include a general economic downturn, high unemployment, a general slowdown in the real estate market, a drop in the market prices of real estate, or an increase in interest rates resulting in higher mortgage payments by holders of adjustable rate mortgages.</p> </div> </div> <div> </div> <div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><strong>Risks Relating to Secondary Investments</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Fund may, on occasion, acquire loans in the secondary market. In many cases, the economic, financial and other information available to and used by the Investment Adviser in selecting and structuring such secondary investments may be incomplete or unreliable. Valuations of secondary investments may be difficult since there generally will be no established market for such interests. The Fund may not have the opportunity to negotiate the terms of secondary investments, including any special rights and privileges. Moreover, the purchase price of secondary investments will be subject to negotiation with the sellers of such interests and may, in certain cases, include the Fund’s assumption of certain contingent liabilities resulting from activity that transpired prior to the secondary investment. The overall performance of a secondary investment will depend in part on the accuracy of the information available to the Investment Adviser, the acquisition price paid by the Fund for such secondary investment and the structure of such acquisitions and the Fund’s ultimate exposure to any assumed liabilities.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Fund may have the opportunity to acquire a portfolio of secondary investments from a seller on an “all or nothing” basis. Certain secondary investments in such a portfolio may be less attractive than others, and certain of the sponsors of such secondary investments may be more familiar to the Investment Adviser than others or may be more experienced or highly regarded than others. It may not be possible for the Fund to carve out from such purchases those investments which the Investment Adviser considers less attractive for commercial, tax, legal or other reasons.</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">Sellers in certain secondary market transactions might require that the Investment Adviser complete its investment analysis and come to a decision within a relatively short time. In such cases, the information available at the time of an investment decision may be limited, and the Investment Adviser may not have access to the detailed information necessary for a thorough evaluation of the investment opportunity.</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"><strong>Bank Debt Transactions</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Fund may invest in bank loans and participations, including first-lien, second-lien and unitranche loans. Bank loans are generally debt instruments that are secured by the assets of a borrower. Investing in bank loans involves risks that are additional to, and different from, those relating to investments in other types of debt and fixed-income 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 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 the Fund’s 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">The bank loans in which the Fund may invest are generally illiquid. There is no active trading market for most bank loans and participations and the Fund may be unable to sell its bank loan investments quickly or at a fair price. Even where a secondary market for certain bank loans and loan participations exists, the market may be subject to irregular trading activity and wide bid/ask spreads, which may limit liquidity and pricing transparency. There is generally less readily available and reliable information about bank loans and participations than other types of debt instruments and the Fund might be unable to appraise the value of its bank loan investments quickly or accurately. In addition, bank loans and loan participations may be subject to restrictions on sales or assignment and generally are subject to extended settlement periods that may be longer than seven days.</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">Bank loans and participations are also subject to the risk that a borrower will default on a scheduled interest or principal payment. The risk of a borrower’s default will increase with market downturns or substantial increases in interest rates. The value of bank loans and participations may be adversely affected by price volatility due to factors such as the market’s perception of a borrower’s creditworthiness or general market liquidity. If a borrower defaults and a bank loan is foreclosed, the Fund could become the owner, in whole or in part, of any collateral securing the loan, and may bear the costs of owning and disposing of such collateral. The Fund may invest in bank loans through assignments, whereby the Fund assumes the position of the lender to the borrower, or loan participations, whereby the Fund purchases all or a portion of the economic interest in a loan. If it invests in a loan participation, the Fund will generally have no direct right to enforce compliance by the borrower with the terms of the loan agreement and may not benefit directly from the collateral securing the underlying debt obligation. In the event of the insolvency of the lender selling a loan participation, the Fund may be treated as a general creditor of the lender and may have limited rights to any collateral underlying the loan participation. As a consequence, the Fund may be exposed to the credit risk of both the borrower under the bank loan and the lender selling the participation. Bank loans may not be deemed to be “securities” for purposes of the federal securities laws, and bank loan investors may not have the protections of the anti-fraud provisions of the federal securities laws and must rely instead on contractual provisions in loan agreements and applicable common-law fraud protections. The Fund’s investments in bank loans of below investment grade companies also entail specific risks associated with investments in non-investment grade securities. Additionally, the bank loan market is currently facing unprecedented levels of illiquidity and volatility. There can be no assurance as to when or even if this current market illiquidity and volatility will abate or that future levels of supply and demand in bank loan trading will provide an adequate degree of liquidity, that the current period of illiquidity will not persist or worsen and that the market will not experience periods of significant illiquidity in the future.</p> </div> </div> <div> </div> <div> <div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"><strong>Rating Agencies Risk</strong></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">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> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"><strong>Default Risk</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The ability of the Fund to generate income through its loan investments is dependent upon payments being made by the borrowers underlying such loan investments. If a borrower is unable to make its payments on a loan, the Fund may be greatly limited in its ability to recover any outstanding principal and interest under such loan.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">A portion of the loans in which the Fund may invest may not be guaranteed or insured by a third party and may not be backed by any governmental authority. The Fund may need to rely on the collection efforts of third parties, which also may be limited in their ability to collect on defaulted loans. The Fund may not have direct recourse against borrowers, may not be able to contact a borrower about a loan, and may not be able to pursue borrowers to collect payment under loans. To the extent a loan is secured, there can be no assurance as to the amount of any funds that may be realized from recovering and liquidating any collateral or the timing of such recovery and liquidation and hence there is no assurance that sufficient funds (or, possibly, any funds) will be available to offset any payment defaults that occur under the loans. Loans are credit obligations of the borrowers and the terms of certain loans may not restrict the borrowers from incurring additional debt. If a borrower incurs additional debt after obtaining a loan through a platform, the additional debt may adversely affect the borrower’s creditworthiness generally, and could result in the financial distress, insolvency or bankruptcy of the borrower. This circumstance would ultimately impair the ability of that borrower to make payments on its loans and the Fund’s ability to receive the principal and interest payments that it expects to receive on such loan. To the extent borrowers incur other indebtedness that is secured, the ability of the secured creditors to exercise remedies against the assets of that borrower may impair the borrower’s ability to repay its loans or it may impair a third party’s ability to collect, on behalf of the Fund, on the loan upon default. To the extent that a loan is unsecured, borrowers may choose to repay obligations under other indebtedness (such as loans obtained from traditional lending sources) before repaying a loan facilitated through a direct lending platform because the borrowers have no collateral at risk. The Fund will generally not be made aware of any additional debt incurred by a borrower or whether such debt is secured.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">If a borrower files for bankruptcy, any pending collection actions will automatically be put on hold and further collection action will not be permitted absent court approval. It is possible that a borrower’s liability on its loan will be discharged in bankruptcy. In most cases involving the bankruptcy of a borrower with an unsecured loan, unsecured creditors will receive only a fraction of any amount outstanding on the loan, if anything.</p> </div> </div> <div> </div> <div> <div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><strong>Unitranche Loans Risk</strong></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">The Fund may invest in unitranche loans, which are loans that combine both senior and subordinated debt, generally in a first-lien position. Because unitranche loans combine characteristics of senior and subordinated debt, they have risks similar to the risks associated with secured debt and subordinated debt according to the combination of loan characteristics of the unitranche loan. Unitranche loans generally allow the borrower to make a large lump sum payment of principal at the end of the loan term and there is a heightened risk of loss if the borrower is unable to pay the lump sum or refinance the amount owed at maturity.</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"><strong>Secured and First-Lien Loan Risk</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Fund may invest in secured bank loans and participations, which include first-lien instruments. Secured debt in many instances is fully collateralized by assets of the borrower. Thus, it is generally repaid before unsecured bank loans, corporate bonds, subordinated debt, trader creditors, and preferred or common stockholders. However, there is a risk that the collateral securing the Fund’s loans may decrease in value over time, may be difficult to sell in a timely manner, may be difficult to appraise, and may fluctuate in value based upon market conditions. Additionally, substantial increases in interest rates may cause an increase in loan defaults as borrowers may lack resources to meet higher debt service requirements. In some circumstances, the Fund’s security interest could be subordinated to claims of other creditors. In addition, any deterioration in a borrower’s financial condition and prospects may result in the deterioration in the value of the related collateral. Consequently, the fact that debt is secured does not guarantee that the Fund will receive principal and interest payments according to the investment terms or at all, or that the Fund will be able to collect on the investment should the Fund be forced to enforce its remedies.</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"><strong>Interest Rate Risk</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Fund is 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 Fund. 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>i.e.</i>, 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">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">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> <div> </div> <div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><strong>Inflation Risk</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">Inflation risk is the risk that the value of assets or income from investments will be less in the future as inflation decreases the value of money. As inflation increases, the present value of the Fund’s assets and distributions may decline. This risk is more prevalent with respect to debt securities held by the Fund (if any). Inflation creates uncertainty over the future real value (after inflation) of an investment. Inflation rates may change frequently and drastically as a result of various factors, including unexpected shifts in the domestic or global economy, and the Fund’s investments may not keep pace with inflation, which may result in losses to Fund investors.</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><strong>SOFR Risk</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Secured Overnight Financial Rate (“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">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"><strong>Low Credit Quality Securities</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Fund is permitted to invest in particularly risky investments that also may offer the potential for correspondingly high returns. As a result, the 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, including bank loans and participations, 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 Fund 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"><strong>Subordinated and Second-Lien Loans</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Fund may invest in secured subordinated loans, including second-lien loans. Second-lien loans are generally second in line in terms of repayment priority. A second-lien loan may have a claim on the same collateral pool as the first-lien or it may be secured by a separate set of assets. Second-lien loans generally give investors priority over general unsecured creditors in the event of an asset sale. The priority of the collateral claims of third- or lower lien loans ranks below holders of second lien loans and so on. Such junior loans are subject to the same general risks inherent to any loan investment, including credit risk, market, liquidity, and interest rate risk. Due to their lower place in the borrower’s capital structure and possible unsecured or partially secured status, such loans involve a higher degree of overall risk than senior loans of the same borrower.</p> </div> </div> <div> </div> <div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"><strong>Securities Believed to be Undervalued or Incorrectly Valued</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">Securities that the Investment Adviser and Sub-Adviser 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 Investment Adviser and Sub-Adviser anticipate. As a result, the Fund may lose all or substantially all of its investment in such a security.</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"><strong>Illiquid Portfolio Investments</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Fund may invest in securities that are subject to legal or other restrictions on transfer or for which no liquid market exists. The Fund may make investments that may become less liquid in response to market developments or geopolitical events such as sanctions, trading halts or wars, or adverse investor perceptions. The market prices, if any, for such investments tend to be volatile and the Fund may not be able to sell them when the Investment Adviser and Sub-Adviser desire to do so or to realize what the Investment Adviser and Sub-Adviser perceive to be their fair value in the event of a sale. The sale of restricted and illiquid investments 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> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><strong>Underlying Private Investment Vehicle Risk</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">When the Fund invests in securities issued by a Private Investment Vehicles, it will bear its pro rata portion of the Private Investment Vehicle’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. A Private Investment Vehicle in which the Fund invests has its own investment risks, and those risks can affect the value of the Private Investment Vehicle’s shares and therefore the value of the Fund’s investments. There can be no assurance that the investment objective of a Private Investment Vehicle will be achieved. A Private Investment Vehicle may change its investment objective or policies without the Fund’s approval, which could force the Fund to withdraw its investment from such Private Investment Vehicle at a time that is unfavorable to the Fund. In addition, one Private Investment Vehicle may buy the same securities that another Private Investment Vehicle 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> </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"><strong>Valuation Risk</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">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 bank loans and participations to trade. Due to the lack of centralized information and trading, the valuation of certain of the Fund’s investments may carry more risk than that of common stock. Uncertainties in the conditions of the financial and real estate markets, incomplete or unreliable reference data, human error, lack of transparency and inconsistency of valuation models and processes may lead to inaccurate asset pricing. In addition, other market participants may value securities differently than the Fund. As a result, the Fund may be subject to the risk that when an instrument is sold in the market, the amount received by the Fund is less than the value of such instruments carried on the Fund’s books.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">When market quotations are not readily available or are deemed to be inaccurate or unreliable, the Fund 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 involve various judgments and consideration of factors that may be subjective and inexact. As a result, there can be no assurance that fair value priced assets will not result in future adjustments to the prices of securities or other assets, or that fair value pricing will reflect a price that the Fund is able to obtain upon sale. It is also possible that the fair value determined for a security or other asset will be materially different from quoted or published prices, from the prices used by others for the same security or other asset and/or from the value that actually could be or is realized upon the sale of that security or other asset. For example, the Fund’s NAV could be adversely affected if the 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> </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">There may not exist readily available market quotations for certain of the Fund’s investments. 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.</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">Moreover, the Fund’s compliance with the asset diversification tests under the Code depends on the fair market values of the Fund’s assets, and, accordingly, a challenge to the valuations ascribed by the Fund could affect its ability to comply with those tests or require it to pay penalty taxes in order to cure a violation thereof.</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><strong>Valuation of Private Investment Vehicles</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">Although the Investment Adviser and/or Sub-Adviser, as part of their review of potential Private Investment Vehicles, review the valuation procedures used by all Underlying Managers, none of the Investment Adviser, Sub-Adviser or the Administrator can generally confirm or review the accuracy of valuations provided by Private Investment Vehicles 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 Private Investment Vehicles. An Underlying Manager to a Private Investment Vehicle may face a conflict of interest in valuing such securities since their values will affect the Underlying Manager’s compensation. If an Underlying Manager’s valuations are consistently delayed or inaccurate, the Investment Adviser or Sub-Adviser generally will consider whether the Private Investment Vehicle continues to be an appropriate investment for the Fund. The Fund may be unable to sell interests in a Private Investment Vehicle 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 Investment Adviser 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 Private Investment Vehicles are completed. Promoting transparency and receiving necessary information from Private Investment Vehicles, especially Private Investment Vehicles, may possibly be an impediment to monitoring the performance of such Private Investment Vehicles on a regular basis.</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><strong>Valuation Subject to Adjustment</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The valuations reported by Private Investment Vehicles, based upon which the Fund determines its NAV and NAV 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 NAV 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 NAV of a private investment vehicle adversely affect the Fund’s NAV, the outstanding Shares may be adversely affected by prior repurchases to the benefit of Shareholders who had their Shares repurchased at a NAV higher than the adjusted amount. Conversely, any increases in the NAV 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 NAV 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> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"><strong>“Covenant-Lite” Loans Risk</strong></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">Although most of the Fund’s loan investments are expected to include both incurrence and maintenance-based covenants, there may be instances in which the Fund invests in covenant-lite loans, which means the obligation contains fewer maintenance covenants than other obligations, or no maintenance covenants, and may not include terms that allow the lender to monitor the performance of the borrower and declare a default if certain criteria are breached. An investment by the Fund in a covenant-lite loan may potentially hinder the Fund’s ability to reprice credit risk associated with the issuer and reduce the Fund’s ability to restructure a problematic loan and mitigate potential loss. As a result, the Fund’s exposure to losses may be increased, which could result in an adverse impact on the Fund’s revenues, net income and NAV.</p> </div> </div> <div> </div> <div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><strong>Distressed Securities</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">Certain of the companies in whose securities the Fund 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 (for example, Ca or lower by Moody’s and CC or lower by S&amp;P or Fitch) or, if unrated, are in the judgment of the Investment Adviser 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. 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">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 the 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">In certain transactions, the Fund may not be “hedged” against market fluctuations, or, in liquidation situations, may not accurately value the assets of the company being liquidated. This can result in losses, even if the proposed transaction is consummated.</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"><strong>Extension Risk</strong></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">Rising interest rates tend to extend the duration of securities, making them more sensitive to changes in interest rates. The value of longer-term securities generally changes more in response to changes in interest rates than shorter-term securities. As a result, in a period of rising interest rates, securities may exhibit additional volatility and may lose value.</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"><strong>Prepayment Risk</strong></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">When interest rates decline, fixed income securities and bank loans and participations with stated interest rates may have their principal paid earlier than expected. This may result in the Fund having to reinvest that money at lower prevailing interest rates, which can reduce the returns of the Fund.</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><strong>Convertible Securities Risk</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">Convertible securities have characteristics of both equity and fixed-income securities. The value of a convertible security tends to move with the market value of the underlying stock, but may also be affected by interest rates, credit quality of the issuer and any call provisions. In particular, when interest rates rise, fixed-income securities will decline in value. Convertible securities frequently have speculative characteristics and may be acquired without regard to minimum quality ratings. Lower quality convertible securities, also known as “junk bonds,” involve greater risk of default or price changes due to the issuer’s creditworthiness. The market prices of these securities may fluctuate more than those of higher quality securities and may decline significantly in periods of general economic difficulty, which may follow periods of rising interest rates. Securities in the lowest quality category may present the risk of default, or may be in default.</p> </div> </div> <div> </div> <div> <div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"><strong>Preferred Stock Risk</strong></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">Preferred stock represents an equity interest in a company that generally entitles the holder to receive, in preference to the holders of other stocks such as common stock, dividends and a fixed share of the proceeds resulting from a liquidation of the company. The market value of preferred stock is subject to company-specific and market risks applicable generally to equity securities and is also sensitive to changes in the company’s creditworthiness, the ability of the company to make payments on the preferred stock, and changes in interest rates, typically declining in value if interest rates rise.</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><strong>Legislation and Regulatory Risk</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">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 Securities and Exchange Commission (“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> </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"><strong>High Portfolio Turnover</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="text-align:justify;font:10pt Times New Roman, Times, Serif;margin:0pt 0">The Fund’s activities involve investment in the Private Investment Vehicles, which may invest on the basis of short-term market considerations. The turnover rate within the Private Investment Vehicles 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 Private Investment Vehicle 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> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"><strong>U.S. Government Securities</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">Some obligations issued or guaranteed by U.S. Government agencies, instrumentalities or U.S. Government sponsored enterprises (“GSEs”), including, for example, pass-through certificates issued by Ginnie Mae, are supported by the full faith and credit of the U.S. Treasury. Other obligations issued by or guaranteed by federal agencies or GSEs, such as securities issued by Fannie Mae or Freddie Mac, are supported by the discretionary authority of the U.S. Government to purchase certain obligations of the federal agency or GSE, while other obligations issued by or guaranteed by federal agencies or GSEs, such as those of the Federal Home Loan Banks, are supported by the right of the issuer to borrow from the U.S. Treasury. The maximum potential liability of the issuers of some U.S. Government securities held by the Fund may greatly exceed their current resources, including their legal right to support from the U.S. Treasury. It is possible that these issuers will not have the funds to meet their payment obligations in the future.</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"><strong>Municipal Obligations</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Fund may invest in municipal bonds. Municipal bonds are debt obligations issued by the states, possessions, or territories of the United States (including the District of Columbia) or a political subdivision, public instrumentality, agency, public authority or other governmental unit of such states, possessions, or territories (e.g., counties, cities, towns, villages, districts and authorities). For example, states, possessions, territories and municipalities may issue municipal bonds to raise funds for various public purposes such as airports, housing, hospitals, mass transportation, schools, water and sewer works, gas, and electric utilities. They may also issue municipal bonds to refund outstanding obligations and to meet general operating expenses. Municipal bonds may be general obligation bonds or revenue bonds. General obligation bonds are secured by the issuer’s pledge of its full faith, credit and taxing power for the payment of principal and interest. Revenue bonds are payable from revenues derived from particular facilities, from the proceeds of a special excise tax or from other specific revenue sources. They are not usually payable from the general taxing power of a municipality. In addition, certain types of “private activity” bonds may be issued by public authorities to obtain funding for privately operated facilities, such as housing and pollution control facilities, for industrial facilities and for water supply, gas, electricity and waste disposal facilities. Other types of private activity bonds are used to finance the construction, repair or improvement of, or to obtain equipment for, privately operated industrial or commercial facilities. Current federal tax laws place substantial limitations on the size of certain of such issues. Because the interest on municipal bonds is generally exempt from federal income tax, their value may be materially affected by changes in federal income tax rates.</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">Constitutional amendments, legislative enactments, executive orders, administrative regulations, voter initiatives, and the issuer’s regional economic conditions may affect the municipal security’s value, interest payments, repayment of principal and the Fund’s ability to sell the security. The Fund may be more sensitive to adverse economic, business, political or public health developments if it focuses its assets in municipal bonds that are issued to finance similar projects (such as those relating to education, health care, housing, transportation, and utilities), industrial development bonds, in particular types of municipal securities (such as general obligation bonds, private activity bonds and moral obligation bonds), or in municipal securities of a particular state or territory. While income earned on municipal securities is generally not subject to federal tax, the failure of a municipal security issuer to comply with applicable tax requirements may make income paid thereon taxable, resulting in a decline in the security’s value. In addition, there could be changes in applicable tax laws or tax treatments that reduce or eliminate the current federal income tax exemption on municipal securities or otherwise adversely affect the current federal or state tax status of municipal securities. The secondary market for municipal obligations also tends to be less well-developed and less liquid than many other securities markets, which may limit the Fund’s ability to sell its municipal obligations at attractive prices. Further, inventories of municipal securities held by brokers and dealers have decreased in recent years, lessening their ability to make a market in these securities, which has resulted in increased municipal security price volatility and trading costs, particularly during periods of economic or market stress.</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"><strong>Interval Fund Risk</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Fund is operated as an interval fund under Rule 23c-3 of the Investment Company Act. As an interval fund, the Fund has adopted a fundamental policy to conduct quarterly repurchase offers for at least 5% and up to 25% of the outstanding Shares at NAV, subject to certain conditions described herein (the “repurchase policy”), unless such offer is suspended or postponed in accordance with regulatory requirements. See “<i>TENDER OFFERS/OFFERS TO REPURCHASE</i>” and “<i>TENDER/REPURCHASE PROCEDURES</i>.” Although the repurchase policy permits repurchases of between 5% and 25% of the Fund’s outstanding Shares, for each quarterly repurchase offer, the Fund currently expects to offer to repurchase 5% of the Fund’s outstanding Shares at NAV, subject to approval of the Board of Trustees of the Fund (the “Board”). The Fund will not otherwise be required to repurchase or redeem Shares at the option of a Shareholder. It is possible that a repurchase offer may be oversubscribed, in which case Shareholders may only have a portion of their Shares repurchased. If the number of Shares tendered for repurchase in any repurchase offer exceeds the number of Shares that the Fund has offered to repurchase, the Fund will repurchase Shares on a pro-rata basis or may, but is not required to, increase the number of Shares to be repurchased in an additional amount not to exceed 2.0% of the outstanding Shares of the Fund (subject to certain additional exceptions discussed below under “Tender Offers/Offers to Repurchase”).</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">Limited liquidity is provided to Shareholders only through the Fund’s quarterly Repurchase Offers for no less than 5% of the Shares outstanding nor more than 25% of the Shares outstanding on the Repurchase Request Deadline. The Repurchase Offer amount will be determined by the Board before each Repurchase Offer. There is no guarantee that Shareholders will be able to sell all of the Shares they desire in a quarterly Repurchase Offer. The Fund’s Repurchase Offers may be oversubscribed. In the event of oversubscription, the Fund may repurchase shares on a pro rata basis. Because of the potential for proration, some Shareholders might tender more shares than they wish to have repurchased in order to ensure the repurchase of specific number of Shares. Additionally, in certain instances such Repurchase Offers may be suspended or postponed by a vote of a majority of the Board, including a vote by a majority of the Independent Trustees, as permitted by the Investment Company Act and other laws. See “TENDER OFFERS/OFFERS TO REPURCHASE” and “TENDER/REPURCHASE PROCEDURES.”</p> </div> </div> <div> </div> <div> <div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><strong>Other Investment Companies</strong></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">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> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><strong>Multiple Levels of Fees and Expenses</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">Although in many cases investor access to the Private Investment Vehicles may be limited or unavailable, an investor who meets the conditions imposed by a Private Investment Vehicles may be able to invest directly with the Private Investment Vehicle. By investing in Private Investment Vehicles indirectly through the Fund, the investor bears asset-based fees and may indirectly bear performance-based fees and allocations. Moreover, investors in the Fund bear a proportionate share of the fees and expenses of the Fund (including organizational and offering expenses not paid by the Investment Adviser, operating costs, sales charges, brokerage transaction expenses, and administrative fees) and, indirectly, similar expenses of Private Investment Vehicles. Thus, an investor in the Fund may be subject to higher operating expenses than if he or she invested in Private Investment Vehicle directly. Some Private Investment Vehicles may be subject to a performance-based fee or allocation, irrespective of the performance of other Private Investment Vehicles and the Fund generally. Accordingly, an Underlying Manager to certain Private Investment Vehicles with positive performance may receive performance-based compensation from the Private Investment Vehicles 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 Private Investment Vehicles will range from 1.00% to 2.00% (annualized) of the average NAV of the Fund’s investment. In addition, certain Underlying Managers charge an incentive allocation or fee generally ranging from 12.50% to 20% of a Private Investment Vehicle’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> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><strong>Underlying Managers Invest Independently</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Underlying Managers generally invest wholly independently of one another and may at times hold economically offsetting positions. To the extent that the Private Investment Vehicles 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 Private Investment Vehicles selected by the Investment Adviser or Sub-Adviser may be competing with each other for the same positions in one or more markets. To the extent that the Private Investment Vehicles 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 Private Investment Vehicle 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"><strong>Lack of Control Over 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">The Fund will invest in Private Investment Vehicles that it believes will generally, and in the aggregate, be managed in a manner consistent with the Fund’s investment objective and strategy. The Investment Adviser or Sub-Adviser will not have any control over the Underlying Managers, thus there can be no assurances that an Underlying Manager will manage its Private Investment Vehicles in a manner consistent with the Fund’s investment objective. The Investment Adviser or Sub-Adviser 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 Investment Adviser or Sub-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 or Sub-Adviser’s 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 Private Investment Vehicle and will not have the ability to exercise any rights attributable to an investor in any such Private Investment Vehicle related to their investment.</p> </div> </div> <div> </div> <div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><strong>Liquidity Constraints of Private Investment Vehicles</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">Since the Fund may make additional investments in or affect withdrawals from a Private Investment Vehicle only at certain times pursuant to limitations set forth in the governing documents of the Private Investment Vehicle, 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 Private Investment Vehicles vary from fund to fund. Therefore, the Fund may not be able to withdraw its investment in a Private Investment Vehicle promptly after it has made a decision to do so. Some Private Investment Vehicles 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. Some Private Investment Vehicles 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 a Private Investment Vehicle, it may receive securities that are illiquid or difficult to value. In these circumstances, the Investment Adviser or Sub-Adviser may choose to hold these securities or to seek to dispose of these securities in a manner that is in the best interests of the Fund. Limitations on the Fund’s ability to withdraw its assets from Private Investment Vehicles may, as a result, limit the Fund’s ability to repurchase Shares. For example, some Private Investment Vehicles 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. It is possible that, from time to time, a source of funds to repurchase Shares may be withdrawals from Private Investment Vehicles, the application of these lock-ups and other withdrawal limitations, such as gates or suspension provisions, may 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"><strong>Indemnification</strong> of <strong>Private Investment Vehicles</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Underlying Managers often have broad indemnification rights and limitations on liability. The Fund may also agree to indemnify certain of the Private Investment Vehicles and, subject to certain limitations imposed by the Investment Company Act and the Securities Act of 1933, as amended, 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 Private Investment Vehicles.</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"><strong>Repurchase Policy Risk</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">Repurchases of Shares will reduce the amount of outstanding Shares and, thus, the Fund’s net assets. To the extent that additional Shares are not sold, a reduction in the Fund’s net assets may increase the Fund’s expense ratio (subject to the Investment Adviser’s reimbursement of expenses) and limit the investment opportunities 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">If a repurchase offer is oversubscribed by Shareholders, the Fund will repurchase only a pro rata portion of the Shares tendered by each Shareholder. In addition, because of the potential for such proration, Shareholders may tender more Shares than they may wish to have repurchased in order to ensure the repurchase of a specific number of their Shares, increasing the likelihood that other Shareholders may be unable to liquidate all or a given percentage of their investment in the Fund. To the extent Shareholders have the ability to sell their Shares to the Fund pursuant to a repurchase offer, the price at which a Shareholder may sell Shares, which will be the NAV per Share most recently determined as of the last day of the offer, may be lower than the price that such Shareholder paid for its Shares.</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">The Fund may find it necessary to hold a portion of its net assets in cash or other liquid assets, sell a portion of its portfolio investments or borrow money in order to finance any repurchases of its Shares. The Fund may accumulate cash by holding back (i.e., not reinvesting or distributing to Shareholders) payments received in connection with the Fund’s investments, which could potentially limit the ability of the Fund to generate income. The Fund also may be required to sell its more liquid, higher quality portfolio investments to purchase Shares that are tendered, which may increase risks for remaining Shareholders and increase Fund expenses. Although most, if not all, of the Fund’s investments are expected to be illiquid and the secondary market for such investments is likely to be limited, the Fund believes it would be able to find willing purchasers of its investments if such sales were ever necessary to supplement such cash generated by payments received in connection with the Fund’s investments. However, the Fund may be required to sell such investments during times and at prices when it otherwise would not, which may cause the Fund to lose money. The Fund may also borrow money in order to meet its repurchase obligations. There can be no assurance that the Fund will be able to obtain financing for its repurchase offers. If the Fund borrows to finance repurchases, interest on any such borrowings will negatively affect Shareholders who do not tender their Shares in a repurchase offer by increasing the Fund’s expenses (subject to the Investment Adviser’s reimbursement of expenses) and reducing any net investment income. The purchase of Shares by the Fund in a repurchase offer may limit the Fund’s ability to participate in new investment opportunities.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">In the event a Shareholder chooses to participate in a repurchase offer, the Shareholder will be required to provide the Fund with notice of intent to participate prior to knowing what the repurchase price will be on the repurchase date. Although the Shareholder may have the ability to withdraw a repurchase request prior to the repurchase date, to the extent the Shareholder seeks to sell Shares to the Fund as part of a repurchase offer, the Shareholder will be required to do so without knowledge of what the repurchase price of the Shares will be on the repurchase date. It is possible that general economic and market conditions could cause a decline in the NAV per Share prior to the repurchase date. See “TENDER OFFERS/OFFERS TO REPURCHASE” and “TENDER/REPURCHASE PROCEDURES” below for additional information on, and the risks associated with, the Fund’s repurchase policy.</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><strong>Repurchase and Reverse Repurchase Agreements</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Fund may enter into repurchase and reverse repurchase agreements. When the 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, the 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 Fund, plus interest at a negotiated rate. The use of repurchase and reverse repurchase agreements by the Fund involves certain risks. For example, if the seller of securities to the Fund under a reverse repurchase agreement defaults on its obligation to repurchase the underlying securities, as a result of its bankruptcy or otherwise, the 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 Fund’s ability to dispose of the underlying securities may be restricted. It is possible, in a bankruptcy or liquidation scenario, that the 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 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> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><strong>Cayman Subsidiary Investment Risk</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Fund may make investments through the Cayman Subsidiary. By investing in the Cayman Subsidiary, the Fund is indirectly exposed to the risks associated with the Cayman Subsidiary’s investments. The investments held by the Cayman Subsidiary are generally similar to those that are permitted to be held by the Fund and are subject to the same risks that apply to similar investments if held directly by the Fund. These risks are described elsewhere in this Prospectus.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Subsidiary is not registered under the Investment Company Act, and, unless otherwise noted in this Prospectus, is not subject to all the investor protections of the Investment Company Act. However, the Fund wholly owns and controls the Cayman Subsidiary, making it unlikely that the Cayman Subsidiary will take action contrary to the interests of the Fund and its shareholders. The Board has oversight responsibility for the investment activities of the Fund, including its investment in the Cayman Subsidiary, and the Fund’s role as sole shareholder of the Cayman Subsidiary. The Cayman Subsidiary will be subject to the same investment restrictions and limitations, and follow the same compliance policies and procedures, as 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">Changes in the laws of the United States and/or the Cayman Islands could result in the inability of the Fund and/or the Cayman Subsidiary to operate as described in this Prospectus and in the SAI and could adversely affect the Fund. For example, the Cayman Islands does not currently impose any income, corporate or capital gains tax, estate duty, inheritance tax, gift tax or withholding tax on the Cayman Subsidiary. If Cayman Islands law changes such that the Cayman Subsidiary must pay Cayman Islands taxes, Fund shareholders would likely suffer decreased investment returns.</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">The Cayman Subsidiary will be disregarded as an entity separate from the Fund for U.S. federal income tax purposes. Accordingly, the assets and activities of the Cayman Subsidiary, as well as its income, gain, loss and deduction, will be directly attributed to the Fund. If the Cayman Subsidiary earns income that is not qualifying income, the Fund will be treated as earning income that is not qualifying income for purposes of the Fund remaining qualified as a RIC for U.S. federal income tax purposes.</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"><strong>Regulation S Securities</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Fund may invest in the securities of U.S. and non-U.S. issuers that are issued through private offerings without registration with the SEC pursuant to Regulation S under the Securities Act. Offerings of Regulation S securities may be conducted outside of the United States. Because Regulation S securities are subject to legal or contractual restrictions on resale, certain Regulation S securities may be considered illiquid. Although Regulation S securities may be resold in offshore or privately negotiated transactions, the price realized from these sales could be less than those originally paid by the Fund.</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"><strong>No Registration of Certain Private Investment Vehicles</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">Some Private Investment Vehicles may 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, might not apply to an investment in these Private Investment Vehicles. In addition, these Private Investment Vehicles may not be obligated to disclose the contents of their portfolios. This lack of transparency may make it difficult for the Investment Adviser and Sub-Adviser to monitor whether holdings of these Private Investment Vehicles 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 of these 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 of these 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> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><strong>Foreign Currency Transactions</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Fund 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 Fund. The Fund may also engage in foreign currency transactions for non-hedging purposes to generate returns.</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">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 the Fund agreeing to exchange an amount of a currency it does not currently own for another currency at a future date. The 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 Fund has contracted to receive in the exchange. The Investment Adviser’s and/or Sub-Adviser’s success in these transactions will depend principally on their ability to predict accurately the future exchange rates between foreign currencies and the U.S. dollar.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Fund may 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 the Investment Adviser and/or Sub-Adviser anticipate purchasing or selling a non-U.S. security. This technique would allow the Investment Adviser and/or Sub-Adviser 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 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 the Investment Adviser or the Sub-Adviser 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. The Fund is not required to 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> <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"><strong>Reliance on Key Persons Risk</strong></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">The Fund relies on the services of certain executive officers who have relevant knowledge of credit related investments and familiarity with the Fund’s investment objective, strategies and investment features. The loss of the services of any of these key personnel could have a material adverse impact on the Fund.</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><strong>Dependence on the Investment Adviser</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The 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> </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"><strong>Fund Capitalization Risk</strong></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">There is a risk that the Fund may not continue to raise capital sufficient to maintain profitability and meet its investment objective. An inability to continue to raise capital may adversely affect the Fund’s diversification, financial condition, liquidity and results of operations, as well as its compliance with regulatory requirements and tax diversification requirements.</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"><strong>Diversification Risk</strong></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">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. 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.</p> </div> </div> <div> </div> <div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"><strong>Cybersecurity Risk</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Fund and its service providers are susceptible to cyber security risks that include, among other things, theft, unauthorized monitoring, release, misuse, loss, destruction or corruption of confidential and highly restricted data; denial of service attacks; unauthorized access to relevant systems, compromises to networks or devices that the Fund and its service providers use to service the Fund’s operations; or operational disruption or failures in the physical infrastructure or operating systems that support the Fund and its service providers. The use of artificial intelligence and machine learning could exacerbate these risks or result in cyber security incidents that implicate personal data. Cyber-attacks against or security breakdowns of the Fund or its service providers may adversely impact the Fund and its shareholders, potentially resulting in, among other things, financial losses; the inability of Fund shareholders to transact business and the Fund to process transactions; inability to calculate the Fund’s NAV; violations of applicable privacy and other laws; regulatory fines, penalties, reputational damage, reimbursement or other compensation costs; and/or additional compliance costs. The Fund may incur additional costs for cyber security risk management and remediation purposes. In addition, cyber security risks may also impact issuers of securities in which the Fund invests, which may cause the Fund’s investment in such issuers to lose value. There can be no assurance that the Fund or its service providers will not suffer losses relating to cyber-attacks or other information security breaches in the future. The foregoing cybersecurity risks are also applicable to Private Investment Vehicles and their service providers.</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"><strong>Disaster Recovery and Data Security</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">In 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.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Investment Adviser has 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 Private Investment Vehicles.</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"><strong>Technology Risk</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Fund and its service providers and markets generally are susceptible to potential operational risks related to intentional and unintentional events that may cause the Fund or a service provider to lose proprietary information, suffer data corruption or lose operational capacity. There can be no guarantee that any risk management systems established by the Fund, its service providers, or issuers of the securities in which the Fund invests to reduce technology and cyber security risks will succeed, and the Fund cannot control such systems put in place by service providers, issuers or other third parties whose operations may affect the Fund. Recent technological developments in, and the increasingly widespread use of, artificial intelligence technologies may pose risks to the Fund. For instance, the economy may be significantly impacted by the advanced development and increased regulation of artificial intelligence technologies. As artificial intelligence technologies are used more widely, the profitability and growth of Fund holdings may be impacted, which could significantly impact the overall performance of the Fund. The legal and regulatory frameworks within which artificial intelligence technologies operate continue to rapidly evolve, and it is not possible to predict the full extent of current or future risks related thereto.</p> </div> </div> <div> </div> <div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><strong>Technological Advancements Risk</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">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> </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"><strong>Temporary Defensive Strategies Risk</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">When the Investment Adviser anticipates unusual market or other conditions, for up to 90 consecutive days the Fund may temporarily depart from its principal investment strategies as a defensive measure and invest all or a portion of its assets in cash or cash equivalents or accept lower current income from short-term investments rather than investing in high yielding long-term securities. In such a case, Shareholders of the Fund may be adversely affected and the Fund may not pursue or achieve its investment objectives.</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"><strong>Potential Conflicts of Interest Risk</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Investment Adviser, Sub-Adviser and the portfolio managers of the Fund have interests which may conflict with the interests of the Fund. In particular, the Investment Adviser and Sub-Adviser manage and/or advise other investment funds or accounts with the same or similar investment objectives and strategies as the Fund. As a result, the Investment Adviser, Sub-Adviser and the Fund’s portfolio managers may devote unequal time and attention to the management of the Fund and those other funds and accounts, and may not be able to formulate as complete a strategy or identify equally attractive investment opportunities as might be the case if they were to devote substantially more attention to the management of the Fund. The Investment Adviser, Sub-Adviser and the Fund’s portfolio managers may identify a limited investment opportunity that may be suitable for multiple funds and accounts, and the opportunity may be allocated among these several funds and accounts, which may limit the Fund’s ability to take full advantage of the investment opportunity. Additionally, transaction orders may be aggregated for multiple accounts for purpose of execution, which may cause the price or brokerage costs to be less favorable to the Fund than if similar transactions were not being executed concurrently for other accounts. Furthermore, it is theoretically possible that a portfolio manager could use the information obtained from managing a fund or account to the advantage of other funds or accounts under management, and also theoretically possible that actions could be taken (or not taken) to the detriment of the Fund. At times, a portfolio manager may determine that an investment opportunity may be appropriate for only some of the funds and accounts for which he or she exercises investment responsibility, or may decide that certain of the funds and accounts should take differing positions with respect to a particular security. In these cases, the portfolio manager may place separate transactions for one or more funds or accounts which may affect the market price of the security or the execution of the transaction, or both, to the detriment or benefit of one or more other funds and accounts. For example, a portfolio manager may determine that it would be in the interest of another account to sell a security that the Fund holds, potentially resulting in a decrease in the market value of the security held by the Fund.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">Conflicts potentially limiting the Fund’s investment opportunities may also arise when the Fund and other clients of the Investment Adviser and Sub- Advisers invest in, or even conduct research relating to, different parts of an issuer’s capital structure, such as when the Fund owns senior debt obligations of an issuer and other clients own junior tranches of the same issuer. In such circumstances, decisions over whether to trigger an event of default, over the terms of any workout, or how to exit an investment may result in conflicts of interest. In order to minimize such conflicts, a portfolio manager may avoid certain investment opportunities that would potentially give rise to conflicts with other clients of the Investment Adviser and Sub-Adviser or result in the Investment Adviser and Sub-Adviser receiving material, non-public information, or the Investment Adviser and Sub-Adviser may enact internal procedures designed to minimize such conflicts, which could have the effect of limiting the Fund’s investment opportunities. Additionally, if the Investment Adviser and Sub-Adviser acquire material non-public confidential information in connection with its business activities for other clients, a portfolio manager or other investment personnel may be restricted from purchasing securities or selling certain securities for the Fund or other clients.</p> </div> </div> <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">The portfolio managers also may engage in cross trades between funds and accounts, may select brokers or dealers to execute securities transactions based in part on brokerage and research services provided to the Investment Adviser and Sub-Adviser which may not benefit all funds and accounts equally and may receive different amounts of financial or other benefits for managing different funds and accounts. The Investment Adviser and Sub-Adviser and its affiliates may provide more services to some types of funds and accounts than others.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Fund, the Investment Adviser and the Sub-Adviser have adopted policies and procedures that address the foregoing potential conflicts of interest, including policies and procedures to address the allocation of investment opportunities, execution of portfolio transactions, personal trading by employees and other potential conflicts of interest that are designed to ensure that all accounts of the Investment Adviser and Sub-Adviser are treated equitably. There is no guarantee that the policies and procedures adopted by the Investment Adviser, Sub-Adviser and the Fund will be able to identify or mitigate the conflicts of interest that arise between the Fund and any other investment funds or accounts that the Investment Adviser and Sub-Adviser may manage or advise from time to time. For further information on potential conflicts of interest, see “<i>INVESTMENT MANAGEMENT AND OTHER SERVICES — CONFLICTS OF INTEREST</i>” in the SAI.</p> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><strong>Reliance on Co-Investment Order Risk</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">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 and its other clients. The Fund and Investment Adviser have been granted an Exemptive 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 Exemptive 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> </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"><strong>In view of the risks noted above, the Fund should be considered a speculative investment and prospective investors should invest in the Fund only if they can sustain a complete loss of their investment.</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><strong>No guarantee or representation is made that the investment program of the Fund will be successful or that the Fund will achieve its investment objective.</strong></p> </div> <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"><strong>Repurchase Offers; Limited Liquidity</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">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 quarterly 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">The Fund is a closed-end investment company structured as an “interval fund” and, as such, has adopted a fundamental policy to make quarterly repurchase offers, at per-class NAV, of not less than 5% of the Fund’s outstanding Shares on the repurchase request deadline, pursuant to Rule 23c-3 under the Investment Company Act. The Fund will offer to purchase only a small portion of its Shares 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.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Fund’s 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> </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">Payment for repurchased Shares may require the Fund to liquidate portfolio holdings earlier than the Investment Adviser or the Sub-Adviser 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">The NAV of Shares tendered in a repurchase offer may decline between the repurchase request deadline and the date on which the NAV for tendered Shares is determined. The repurchase of Shares by the Fund may be a taxable event for Shareholders. To the extent that the Fund employs investment leverage, repurchases of Shares will compound the adverse effects of leverage in a declining market. If the Fund borrows to finance repurchases, interest on that borrowing will negatively affect Shareholders who do not tender their Shares by increasing the Fund’s expenses and reducing any net investment income.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">If 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 approximately fourteen (14) days after the repurchase offer terminates. Thus, a Shareholder will not know its repurchase price until after it has irrevocably tendered its Shares. <span>See “<i>OFFERS TO REPURCHASE</i>” and “<i>REPURCHASE PROCEDURES</i>.”</span></p> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><strong>Derivative Instruments</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Fund 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> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><strong>Co-Investment Risk</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">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">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> <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">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.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Investment Company Act imposes significant limits on co-investments with affiliates of the Fund. 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 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> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><strong>Reliance on Co-Investment Order Risk</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">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> </div> <div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"><strong>Multi-Manager Risk</strong></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">Fund performance is dependent upon the success of the Investment Adviser and the Sub-Adviser in implementing the Fund’s investment strategies in pursuit of its investment objective. The Fund’s performance will depend, in part, on the success of the Investment Adviser’s methodology in allocating the Fund’s assets to the Sub-Adviser and its selection and oversight of the Sub-Adviser. The Sub-Adviser selected by the Investment Adviser may underperform the market generally or other sub-advisers that could have been selected for the Fund. The Sub-Adviser’s investment styles may not always be complementary, which could adversely affect the performance of the Fund. Because the Sub-Adviser makes investment decisions independently, it is possible the Sub-Adviser may, at any time, take positions that may be opposite of positions taken by other Sub-Adviser or the Investment Adviser. In such cases, the Fund will incur brokerage and other transaction costs without accomplishing any net investment results. The Sub-Adviser also maybe competing with one another for similar positions at the same time, which could have the result of increasing a security’s cost. The multi-manager approach could increase the Fund’s portfolio turnover rates, which may result in higher levels of realized capital gains or losses with respect to the Fund’s portfolio securities, and higher broker commissions and other transaction costs.</p> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><strong>Borrowing; Use of Leverage</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Fund may leverage its investments by “borrowing.” The use of leverage increases both risk of loss and profit potential. The Investment Adviser and/or Sub-Adviser may cause the Fund to use various methods to leverage investments, including (i) borrowing, (ii) swap agreements or other derivative instruments, (iii) use of short sales, (iv) entering into reverse repurchase transactions, or (v) 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. The interests of persons with whom the Fund enters into leverage arrangements will not necessarily be aligned with the interests of the Fund’s Shareholders and such persons will have claims on the Fund’s assets that are senior to those of the Shareholders. See “<i>CREDIT FACILITY; USE OF LEVERAGE</i>.”</p> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><strong>Non-Diversified Status</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Fund 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 Private Investment Vehicles 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> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><strong>Legal, Tax and Regulatory</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">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> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">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 Underlying Funds 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">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 Underlying 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> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"><strong>Non-Qualification as a Regulated Investment Company</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">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 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> <div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><strong>Investment and Market Risk</strong></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">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> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><strong>Privately Placed Securities</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">A Private Investment Vehicle may invest in non-exchange traded securities, including privately placed securities, which are subject to liquidity and valuation risks. These risks may make it difficult for those securities to be traded or valued, especially in the event of adverse economic and liquidity conditions or adverse changes in the issuer’s financial condition. The market for certain non-exchange traded securities may be limited to institutional investors, subjecting such investments to further liquidity risk if a market were to limit institutional trading. There may also be less information available regarding such non-exchange traded securities than for publicly traded securities, which may make it more difficult for an Underlying Manager to fully evaluate the risks of investing in such securities and, as a result, place the Fund’s assets at greater risk of loss than if the Underlying Manager had more complete information. In addition, the issuers of non-exchange traded securities may be distressed, insolvent, or delinquent in filing information needed to be listed on an exchange. Disposing of non- exchange traded securities, including privately placed securities, may involve time-consuming negotiation and legal expenses, and selling them promptly at an acceptable price may be difficult or impossible. Securities purchased in private placements may be subject to legal or contractual restrictions on resale. The Fund may have to bear the expense of registering restricted securities for resale and the risk of substantial delay in effecting registration.</p> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"><strong>General Economic and Market Conditions</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The success of the Fund’s activities may be affected by general economic and market conditions, such as interest rates, availability of credit, inflation rates, economic uncertainty, changes in laws, trade policies, treaties and tariffs, and national and international political circumstances, armed conflict and war. These factors may affect the level and volatility of security prices and liquidity of the Fund’s investments. Unexpected volatility or illiquidity could impair the Fund’s profitability or result in it suffering losses.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">Interest rates in the United States and many other countries have risen in recent periods and may continue to rise in the future. See “Interest Rate Risk” for more information. Additionally, as a result of increasing interest rates, reserves held by banks and other financial institutions in bonds and other debt securities could face a significant decline in value relative to deposits and liabilities, which coupled with general economic headwinds resulting from a changing interest rate environment, creates liquidity pressures at such institutions. As a result, certain sectors of the credit markets could experience significant declines in liquidity, and it is possible that the Fund will not be able to manage this risk effectively.</p> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"><strong>Recent Market Circumstances</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The 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 markers. 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">In the first half of 2025, the United States enacted or proposed to enact significant new tariffs, and various federal agencies were directed to further evaluate key aspects of U.S. trade policy, which could potentially lead to significant changes to current policies, treaties, and tariffs. Significant uncertainty about the future relationship between the U.S. and other countries with respect to such trade policies, treaties and tariffs continues to exist. These developments, or the perception that any of them could occur, may have a material adverse effect on global trade, in particular, trade between the impacted nations and the U.S.; global financial markets’ stability; and global economic conditions.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Fund cannot predict the effects or likelihood of such events on the U.S. and global economies, the value of the Shares or the NAV of the Fund. The issuers of securities, including those held in the Fund’s portfolio, could be materially impacted by such events, which may, in turn, negatively affect the value of such securities or such issuers’ ability to make interest payments or distributions to the Fund. These risks may be magnified if certain events or developments adversely interrupt the global supply chain; in these and other circumstances, such risks might affect companies worldwide due to increasingly interconnected global economies and financial markets.</p> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"><strong>Government Intervention in Financial Markets Risk</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">Instability in the financial markets in the recent past led the U.S. Government and foreign governments to take a number of unprecedented actions designed to support certain financial institutions and segments of the financial markets that experienced extreme volatility, and in some cases a lack of liquidity. Future market conditions could lead to similar such actions. See “PRINCIPAL RISK FACTORS — RECENT MARKET CIRCUMSTANCES” above. U.S. federal and state governments and foreign governments, their regulatory agencies or self-regulatory organizations may take actions that affect the regulation of the securities in which the Fund, or the issuers of such securities, in ways that are unforeseeable and on an “emergency” basis with little or no notice with the consequence that some market participants’ ability to continue to implement certain strategies or manage the risk of their outstanding positions will be suddenly and/or substantially eliminated or otherwise negatively implicated. Given the complexities of the global financial markets and the limited time frame within which governments have been able to take action, these interventions have sometimes been unclear in scope and application, resulting in confusion and uncertainty, which in itself has been materially detrimental to the efficient functioning of such markets as well as previously successful investment strategies. Decisions made by government policy makers could exacerbate any economic difficulties. Issuers might seek protection under the bankruptcy laws. Legislation or regulation may also change the way in which the Fund itself is regulated. Such legislation or regulation could limit or preclude the Fund’s ability to achieve its investment objective.</p> </div> <div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"><strong>General Credit Risks</strong></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">The value of any underlying collateral, the creditworthiness of the borrower and the priority of the lien are each of great importance. The Investment Adviser and Sub-Adviser 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 Investment Adviser and Sub-Adviser 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 strategies utilized by the Investment Adviser and Sub-Adviser may require accurate and detailed credit analysis of issuers, and there can be no assurance that such analysis will be accurate or complete. Because the Fund may invest significantly in bank loans and participations, which may include covenant-lite loans, this risk will be substantial for the Fund. Credit risk is also greater to the extent that the Fund uses leverage in connection with the management of the Fund.</p> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"><strong>Notes, Debentures and Other Fixed Income Securities</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Fund may invest in notes, debentures and other fixed income securities, both U.S. and non-U.S., and may take short positions in these securities. The Fund 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: 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-backed 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"><strong>Collateralized Loan Obligations (“CLOs”) and Collateralized Debt Obligations (“CDOs”)</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">CLOs and CDOs are typically privately offered and sold, and thus, are not registered under the securities laws, which means less information about the security may be available as compared to publicly offered securities and only certain institutions may buy and sell them. As a result, investments in CDOs may be characterized by the Fund as illiquid securities. An active dealer market may exist for CDOs that can be resold in Rule 144A transactions, but there can be no assurance that such a market will exist or will be active enough for the Fund to sell such securities. In addition to the typical risks associated with fixed-income securities and asset-backed securities, CDOs carry other risks including, but not limited to: (i) the possibility that distributions from collateral securities will not be adequate to make interest or other payments; (ii) the risk that the collateral may default, decline in value or quality, or be downgraded by a rating agency; (iii) the Fund may invest in tranches of CDOs that are subordinate to other tranches, diminishing the likelihood of payment; (iv) the structure and complexity of the transaction and the legal documents could lead to disputes among investors regarding the characterization of proceeds; (v) risk of forced “fire sale” liquidation due to technical defaults such as coverage test failures; and (vi) the CDO’s manager may perform poorly.</p> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"><strong>Structured Products</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The CLOs and other CDOs in which the Fund may invest are structured products. Holders of structured products bear risks of the underlying assets and are subject to counterparty risk.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Fund may have the right to receive payments only from the structured product, and generally does not have direct rights against the issuer or the entity that sold the assets to be securitized. While certain structured products enable the investor to acquire interests in a pool of securities without the brokerage and other expenses associated with directly holding the same securities, investors in structured products generally pay their share of the structured product’s administrative and other expenses. Although it is difficult to predict whether the prices of assets underlying structured products will rise or fall, these prices (and, therefore, the prices of structured products) will be influenced by the same types of political and economic events that affect issuers of securities and capital markets generally. If the issuer of a structured product uses shorter-term financing to purchase longer-term securities, the issuer may be forced to sell its securities at below-market prices if it experiences difficulty in obtaining short-term financing, which may adversely affect the value of the structured products owned by 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">Certain structured products may be thinly traded or have a limited trading market. Structured products are typically privately offered and sold. As a result, investments in structured products may be characterized by the Fund as illiquid securities. In addition to the general risks associated with fixed-income securities, structured products carry additional risks, including, but not limited to: (i) the possibility that distributions from collateral securities will not be adequate to make interest or other payments; (ii) the quality of the collateral may decline in value or default; (iii) the possibility that the investments in structured products are subordinate to other classes or tranches thereof; (iv) the complex structure of the security may not be fully understood at the time of investment and may produce disputes with the issuer or unexpected investment results; (v) a forced “fire sale” liquidation may occur due to technical defaults such as coverage test failures and (vi) the manager of the CLO or CDO may perform poorly.</p> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><strong>Collateralized Loan Obligations and Collateralized Debt Obligations</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Fund may invest in CLOs and CDOs. CLOs and CDOs are created by the grouping of certain private loans and other lender assets/collateral into pools. A sponsoring organization establishes a SPV to hold the assets/collateral and issue securities. Interests in these pools are sold as individual securities. Payments of principal and interest are passed through to investors and are typically supported by some form of credit enhancement, such as a letter of credit, surety bond, limited guaranty or senior/subordination. Payments from the asset pools may be divided into several different tranches of debt securities, offering investors various maturity and credit risk characteristics. Some tranches entitled to receive regular installments of principal and interest, other tranches entitled to receive regular installments of interest, with principal payable at maturity or upon specified call dates, and other tranches only entitled to receive payments of principal and accrued interest at maturity or upon specified call dates. Different tranches of securities will bear different interest rates, which may be fixed or floating.</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">Investors in CLOs and CDOs bear the credit risk of the assets/collateral. Tranches are categorized as senior, mezzanine, and subordinated/equity, according to their degree of credit risk. If there are defaults or the CDO’s collateral otherwise underperforms, scheduled payments to senior tranches take precedence over those of mezzanine tranches, and scheduled payments to mezzanine tranches take precedence over those to subordinated/equity tranches. Senior and mezzanine tranches are typically rated, with the former receiving S&amp;P Global Ratings (“S&amp;P”) ratings of A to AAA and the latter receiving ratings of B to BBB. The ratings reflect both the credit quality of underlying collateral as well as how much protection a given tranche is afforded by tranches that are subordinate to it.</p> </div> <div> </div> <div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">Because the loans held in the pool often may be prepaid without penalty or premium, CLOs and CDOs can be subject to higher prepayment risks than most other types of debt instruments. Prepayments may result in a capital loss to the Fund to the extent that the prepaid securities purchased at a market discount from their stated principal amount will accelerate the recognition of interest income by the Fund, which would be taxed as ordinary income when distributed to the Shareholders. The credit characteristics of CLOs and CDOs also differ in a number of respects from those of traditional debt securities. The credit quality of most CLOs and CDOs depends primarily upon the credit quality of the assets/collateral underlying such securities, how well the entity issuing the securities is insulated from the credit risk of the originator or any other affiliated entities, and the amount and quality of any credit enhancement to such 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">CLOs and CDOs are typically privately offered and sold, and thus, are not registered under the securities laws, which means less information about the security may be available as compared to publicly offered securities and only certain institutions may buy and sell them. As a result, investments in CLOs and CDOs may be characterized by the Fund as illiquid securities. An active dealer market may exist for CLOs and CDOs that can be resold in Rule 144A transactions, but there can be no assurance that such a market will exist or will be active enough for the Fund to sell such securities. The Fund’s investments in (i) CLOs, (ii) CDOs, and (iii) warehouses, which are financing structures created prior to and in anticipation of CLO or CDO closings and issuing securities and are intended to aggregate direct loans, corporate loans and/or other debt obligations that may be used to form the basis of CLO or CDO vehicles, in each case structured as 3(c)(1) or 3(c)(7).</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">In addition to the typical risks associated with fixed-income securities and asset-backed securities, CLOs and CDOs carry other risks including, but not limited to: (i) the possibility that distributions from collateral securities will not be adequate to make interest or other payments; (ii) the risk that the collateral may default, decline in value or quality, or be downgraded by a rating agency; (iii) the Fund may invest in tranches of CLOs and CDOs that are subordinate to other tranches, diminishing the likelihood of payment; (iv) the structure and complexity of the transaction and the legal documents could lead to disputes with the issuer or unexpected investment results; (v) risk of forced “fire sale” liquidation due to technical defaults such as coverage test failures; and (vi) the manager of the CLO or CDO may perform poorly.</p> </div> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"><strong>Additional Risks of Asset-Backed Securities, CDOs and CLOs</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">Asset-backed securities and CDOs are created by the grouping of certain governmental, government related and private loans, receivables and other non- mortgage lender assets/collateral into pools. A sponsoring organization establishes a special purpose vehicle to hold the assets/collateral and issue securities. Interests in these pools are sold as individual 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">Payments of principal and interest are passed through to investors and are typically supported by some form of credit enhancement, such as a letter of credit, surety bond, limited guaranty or senior/subordination. Payments from the asset pools may be divided into several different tranches of debt securities, offering investors various maturity and credit risk characteristics. Some tranches entitled to receive regular installments of principal and interest, other tranches entitled to receive regular installments of interest, with principal payable at maturity or upon specified call dates, and other tranches only entitled to receive payments of principal and accrued interest at maturity or upon specified call dates. Different tranches of securities will bear different interest rates, which may be fixed or floating.</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">Investors in asset-backed securities and CDOs bear the credit risk of the assets/collateral. Tranches are categorized as senior, mezzanine, and subordinated/equity, according to their degree of credit risk. If there are defaults or the CDO’s collateral otherwise underperforms, scheduled payments to senior tranches take precedence over those of mezzanine tranches, and scheduled payments to mezzanine tranches take precedence over those to subordinated/equity tranches. Senior and mezzanine tranches are typically rated, with the former receiving S&amp;P Global Ratings (“S&amp;P”) ratings of A to AAA and the latter receiving ratings of B to BBB. The ratings reflect both the credit quality of underlying collateral as well as how much protection a given tranche is afforded by tranches that are subordinate to it.</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">Because the loans held in the pool often may be prepaid without penalty or premium, asset-backed securities and CDOs can be subject to higher prepayment risks than most other types of debt instruments.</p> </div> <div> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">Prepayments may result in a capital loss to the Fund to the extent that the prepaid securities purchased at a market discount from their stated principal amount will accelerate the recognition of interest income by the Fund, which would be taxed as ordinary income when distributed to the 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">The credit characteristics of asset-backed securities and CDOs also differ in a number of respects from those of traditional debt securities. The credit quality of most asset-backed securities and CDOs depends primarily upon the credit quality of the assets/collateral underlying such securities, how well the entity issuing the securities is insulated from the credit risk of the originator or any other affiliated entities, and the amount and quality of any credit enhancement to such securities.</p> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"><strong>Mortgage-Backed and Asset-Backed Securities Risks</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The price paid by the Fund for asset-backed securities, including CLOs, the yield the Fund expects to receive from such securities and the average life of such securities are based on a number of factors, including the anticipated rate of prepayment of the underlying assets. The value of these securities may be significantly affected by changes in interest rates, the market’s perception of issuers, and the creditworthiness of the parties involved. The ability of the Fund to successfully utilize these instruments may depend on the ability of the Investment Adviser and Sub-Adviser to forecast interest rates and other economic factors correctly. These securities may have a structure that makes their reaction to interest rate changes and other factors difficult to predict, making their value highly volatile.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">In addition to the risks associated with other asset-backed securities as described above, mortgage-backed securities are subject to the general risks associated with investing in real estate securities; that is, they may lose value if the value of the underlying real estate to which a pool of mortgages relates declines. Mortgage-backed securities may be issued by governments or their agencies and instrumentalities, such as, in the United States, Ginnie Mae, Fannie Mae and Freddie Mac. They may also be issued by private issuers but represent an interest in or are collateralized by pass-through securities issued or guaranteed by a government or one of its agencies or instrumentalities. Moreover, mortgage-backed securities may be issued by private issuers and be collateralized by securities without a government guarantee. Such securities usually have some form of private 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. The insurance and guarantees and the creditworthiness of their issuers will be considered when determining whether a mortgage-backed security meets the Fund’s quality standards. The Fund may buy mortgage- backed securities without insurance or guarantees if, through an examination of the loan experience and practices of the poolers, the investment manager determines that the securities meet the Fund’s quality standards. 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 by a private guarantor, the Fund is subject to the credit risk of such guarantor, especially when the guarantor doubles as the originator.</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">Pools created by private issuers generally offer a higher rate of interest than government and government-related pools because there are no direct or indirect government or agency guarantees of payments. Notwithstanding that such pools may be supported by various forms of private insurance or guarantees, there can be no assurance that the private insurers or guarantors will be able to meet their obligations under the insurance policies or guarantee arrangements. The Fund may invest in private mortgage pass-through securities without such insurance or guarantees. Any mortgage-backed securities that are issued by private issuers are likely to have some exposure to subprime loans as well as to the mortgage and credit markets generally. In addition, such securities are not subject to the underwriting requirements for the underlying mortgages that would generally apply to securities that have a government or government-sponsored entity guarantee, thereby increasing their credit risk. The risk of non-payment is greater for mortgage-related securities that are backed by mortgage pools that contain subprime loans, but a level of risk exists for all loans. Market factors adversely affecting mortgage loan repayments may include a general economic downturn, high unemployment, a general slowdown in the real estate market, a drop in the market prices of real estate, or an increase in interest rates resulting in higher mortgage payments by holders of adjustable rate mortgages.</p> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><strong>Risks Relating to Secondary Investments</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Fund may, on occasion, acquire loans in the secondary market. In many cases, the economic, financial and other information available to and used by the Investment Adviser in selecting and structuring such secondary investments may be incomplete or unreliable. Valuations of secondary investments may be difficult since there generally will be no established market for such interests. The Fund may not have the opportunity to negotiate the terms of secondary investments, including any special rights and privileges. Moreover, the purchase price of secondary investments will be subject to negotiation with the sellers of such interests and may, in certain cases, include the Fund’s assumption of certain contingent liabilities resulting from activity that transpired prior to the secondary investment. The overall performance of a secondary investment will depend in part on the accuracy of the information available to the Investment Adviser, the acquisition price paid by the Fund for such secondary investment and the structure of such acquisitions and the Fund’s ultimate exposure to any assumed liabilities.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Fund may have the opportunity to acquire a portfolio of secondary investments from a seller on an “all or nothing” basis. Certain secondary investments in such a portfolio may be less attractive than others, and certain of the sponsors of such secondary investments may be more familiar to the Investment Adviser than others or may be more experienced or highly regarded than others. It may not be possible for the Fund to carve out from such purchases those investments which the Investment Adviser considers less attractive for commercial, tax, legal or other reasons.</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">Sellers in certain secondary market transactions might require that the Investment Adviser complete its investment analysis and come to a decision within a relatively short time. In such cases, the information available at the time of an investment decision may be limited, and the Investment Adviser may not have access to the detailed information necessary for a thorough evaluation of the investment opportunity.</p> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"><strong>Bank Debt Transactions</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Fund may invest in bank loans and participations, including first-lien, second-lien and unitranche loans. Bank loans are generally debt instruments that are secured by the assets of a borrower. Investing in bank loans involves risks that are additional to, and different from, those relating to investments in other types of debt and fixed-income 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 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 the Fund’s 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">The bank loans in which the Fund may invest are generally illiquid. There is no active trading market for most bank loans and participations and the Fund may be unable to sell its bank loan investments quickly or at a fair price. Even where a secondary market for certain bank loans and loan participations exists, the market may be subject to irregular trading activity and wide bid/ask spreads, which may limit liquidity and pricing transparency. There is generally less readily available and reliable information about bank loans and participations than other types of debt instruments and the Fund might be unable to appraise the value of its bank loan investments quickly or accurately. In addition, bank loans and loan participations may be subject to restrictions on sales or assignment and generally are subject to extended settlement periods that may be longer than seven days.</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">Bank loans and participations are also subject to the risk that a borrower will default on a scheduled interest or principal payment. The risk of a borrower’s default will increase with market downturns or substantial increases in interest rates. The value of bank loans and participations may be adversely affected by price volatility due to factors such as the market’s perception of a borrower’s creditworthiness or general market liquidity. If a borrower defaults and a bank loan is foreclosed, the Fund could become the owner, in whole or in part, of any collateral securing the loan, and may bear the costs of owning and disposing of such collateral. The Fund may invest in bank loans through assignments, whereby the Fund assumes the position of the lender to the borrower, or loan participations, whereby the Fund purchases all or a portion of the economic interest in a loan. If it invests in a loan participation, the Fund will generally have no direct right to enforce compliance by the borrower with the terms of the loan agreement and may not benefit directly from the collateral securing the underlying debt obligation. In the event of the insolvency of the lender selling a loan participation, the Fund may be treated as a general creditor of the lender and may have limited rights to any collateral underlying the loan participation. As a consequence, the Fund may be exposed to the credit risk of both the borrower under the bank loan and the lender selling the participation. Bank loans may not be deemed to be “securities” for purposes of the federal securities laws, and bank loan investors may not have the protections of the anti-fraud provisions of the federal securities laws and must rely instead on contractual provisions in loan agreements and applicable common-law fraud protections. The Fund’s investments in bank loans of below investment grade companies also entail specific risks associated with investments in non-investment grade securities. Additionally, the bank loan market is currently facing unprecedented levels of illiquidity and volatility. There can be no assurance as to when or even if this current market illiquidity and volatility will abate or that future levels of supply and demand in bank loan trading will provide an adequate degree of liquidity, that the current period of illiquidity will not persist or worsen and that the market will not experience periods of significant illiquidity in the future.</p> </div> <div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"><strong>Rating Agencies Risk</strong></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">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> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"><strong>Default Risk</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The ability of the Fund to generate income through its loan investments is dependent upon payments being made by the borrowers underlying such loan investments. If a borrower is unable to make its payments on a loan, the Fund may be greatly limited in its ability to recover any outstanding principal and interest under such loan.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">A portion of the loans in which the Fund may invest may not be guaranteed or insured by a third party and may not be backed by any governmental authority. The Fund may need to rely on the collection efforts of third parties, which also may be limited in their ability to collect on defaulted loans. The Fund may not have direct recourse against borrowers, may not be able to contact a borrower about a loan, and may not be able to pursue borrowers to collect payment under loans. To the extent a loan is secured, there can be no assurance as to the amount of any funds that may be realized from recovering and liquidating any collateral or the timing of such recovery and liquidation and hence there is no assurance that sufficient funds (or, possibly, any funds) will be available to offset any payment defaults that occur under the loans. Loans are credit obligations of the borrowers and the terms of certain loans may not restrict the borrowers from incurring additional debt. If a borrower incurs additional debt after obtaining a loan through a platform, the additional debt may adversely affect the borrower’s creditworthiness generally, and could result in the financial distress, insolvency or bankruptcy of the borrower. This circumstance would ultimately impair the ability of that borrower to make payments on its loans and the Fund’s ability to receive the principal and interest payments that it expects to receive on such loan. To the extent borrowers incur other indebtedness that is secured, the ability of the secured creditors to exercise remedies against the assets of that borrower may impair the borrower’s ability to repay its loans or it may impair a third party’s ability to collect, on behalf of the Fund, on the loan upon default. To the extent that a loan is unsecured, borrowers may choose to repay obligations under other indebtedness (such as loans obtained from traditional lending sources) before repaying a loan facilitated through a direct lending platform because the borrowers have no collateral at risk. The Fund will generally not be made aware of any additional debt incurred by a borrower or whether such debt is secured.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">If a borrower files for bankruptcy, any pending collection actions will automatically be put on hold and further collection action will not be permitted absent court approval. It is possible that a borrower’s liability on its loan will be discharged in bankruptcy. In most cases involving the bankruptcy of a borrower with an unsecured loan, unsecured creditors will receive only a fraction of any amount outstanding on the loan, if anything.</p> </div> <div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><strong>Unitranche Loans Risk</strong></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">The Fund may invest in unitranche loans, which are loans that combine both senior and subordinated debt, generally in a first-lien position. Because unitranche loans combine characteristics of senior and subordinated debt, they have risks similar to the risks associated with secured debt and subordinated debt according to the combination of loan characteristics of the unitranche loan. Unitranche loans generally allow the borrower to make a large lump sum payment of principal at the end of the loan term and there is a heightened risk of loss if the borrower is unable to pay the lump sum or refinance the amount owed at maturity.</p> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"><strong>Secured and First-Lien Loan Risk</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Fund may invest in secured bank loans and participations, which include first-lien instruments. Secured debt in many instances is fully collateralized by assets of the borrower. Thus, it is generally repaid before unsecured bank loans, corporate bonds, subordinated debt, trader creditors, and preferred or common stockholders. However, there is a risk that the collateral securing the Fund’s loans may decrease in value over time, may be difficult to sell in a timely manner, may be difficult to appraise, and may fluctuate in value based upon market conditions. Additionally, substantial increases in interest rates may cause an increase in loan defaults as borrowers may lack resources to meet higher debt service requirements. In some circumstances, the Fund’s security interest could be subordinated to claims of other creditors. In addition, any deterioration in a borrower’s financial condition and prospects may result in the deterioration in the value of the related collateral. Consequently, the fact that debt is secured does not guarantee that the Fund will receive principal and interest payments according to the investment terms or at all, or that the Fund will be able to collect on the investment should the Fund be forced to enforce its remedies.</p> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"><strong>Interest Rate Risk</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Fund is 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 Fund. 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>i.e.</i>, 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">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">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"><strong>Inflation Risk</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">Inflation risk is the risk that the value of assets or income from investments will be less in the future as inflation decreases the value of money. As inflation increases, the present value of the Fund’s assets and distributions may decline. This risk is more prevalent with respect to debt securities held by the Fund (if any). Inflation creates uncertainty over the future real value (after inflation) of an investment. Inflation rates may change frequently and drastically as a result of various factors, including unexpected shifts in the domestic or global economy, and the Fund’s investments may not keep pace with inflation, which may result in losses to Fund investors.</p> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><strong>SOFR Risk</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Secured Overnight Financial Rate (“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">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> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><strong>Low Credit Quality Securities</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Fund is permitted to invest in particularly risky investments that also may offer the potential for correspondingly high returns. As a result, the 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, including bank loans and participations, 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 Fund may invest in securities that are not protected by financial covenants or limitations on additional indebtedness.</p> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"><strong>Subordinated and Second-Lien Loans</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Fund may invest in secured subordinated loans, including second-lien loans. Second-lien loans are generally second in line in terms of repayment priority. A second-lien loan may have a claim on the same collateral pool as the first-lien or it may be secured by a separate set of assets. Second-lien loans generally give investors priority over general unsecured creditors in the event of an asset sale. The priority of the collateral claims of third- or lower lien loans ranks below holders of second lien loans and so on. Such junior loans are subject to the same general risks inherent to any loan investment, including credit risk, market, liquidity, and interest rate risk. Due to their lower place in the borrower’s capital structure and possible unsecured or partially secured status, such loans involve a higher degree of overall risk than senior loans of the same borrower.</p> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"><strong>Securities Believed to be Undervalued or Incorrectly Valued</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">Securities that the Investment Adviser and Sub-Adviser 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 Investment Adviser and Sub-Adviser anticipate. As a result, the Fund may lose all or substantially all of its investment in such a security.</p> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"><strong>Illiquid Portfolio Investments</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Fund may invest in securities that are subject to legal or other restrictions on transfer or for which no liquid market exists. The Fund may make investments that may become less liquid in response to market developments or geopolitical events such as sanctions, trading halts or wars, or adverse investor perceptions. The market prices, if any, for such investments tend to be volatile and the Fund may not be able to sell them when the Investment Adviser and Sub-Adviser desire to do so or to realize what the Investment Adviser and Sub-Adviser perceive to be their fair value in the event of a sale. The sale of restricted and illiquid investments 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:justify"><strong>Underlying Private Investment Vehicle Risk</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">When the Fund invests in securities issued by a Private Investment Vehicles, it will bear its pro rata portion of the Private Investment Vehicle’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. A Private Investment Vehicle in which the Fund invests has its own investment risks, and those risks can affect the value of the Private Investment Vehicle’s shares and therefore the value of the Fund’s investments. There can be no assurance that the investment objective of a Private Investment Vehicle will be achieved. A Private Investment Vehicle may change its investment objective or policies without the Fund’s approval, which could force the Fund to withdraw its investment from such Private Investment Vehicle at a time that is unfavorable to the Fund. In addition, one Private Investment Vehicle may buy the same securities that another Private Investment Vehicle 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> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"><strong>Valuation Risk</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">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 bank loans and participations to trade. Due to the lack of centralized information and trading, the valuation of certain of the Fund’s investments may carry more risk than that of common stock. Uncertainties in the conditions of the financial and real estate markets, incomplete or unreliable reference data, human error, lack of transparency and inconsistency of valuation models and processes may lead to inaccurate asset pricing. In addition, other market participants may value securities differently than the Fund. As a result, the Fund may be subject to the risk that when an instrument is sold in the market, the amount received by the Fund is less than the value of such instruments carried on the Fund’s books.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">When market quotations are not readily available or are deemed to be inaccurate or unreliable, the Fund 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 involve various judgments and consideration of factors that may be subjective and inexact. As a result, there can be no assurance that fair value priced assets will not result in future adjustments to the prices of securities or other assets, or that fair value pricing will reflect a price that the Fund is able to obtain upon sale. It is also possible that the fair value determined for a security or other asset will be materially different from quoted or published prices, from the prices used by others for the same security or other asset and/or from the value that actually could be or is realized upon the sale of that security or other asset. For example, the Fund’s NAV could be adversely affected if the 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> </div> <div> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">There may not exist readily available market quotations for certain of the Fund’s investments. 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.</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">Moreover, the Fund’s compliance with the asset diversification tests under the Code depends on the fair market values of the Fund’s assets, and, accordingly, a challenge to the valuations ascribed by the Fund could affect its ability to comply with those tests or require it to pay penalty taxes in order to cure a violation thereof.</p> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><strong>Valuation of Private Investment Vehicles</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">Although the Investment Adviser and/or Sub-Adviser, as part of their review of potential Private Investment Vehicles, review the valuation procedures used by all Underlying Managers, none of the Investment Adviser, Sub-Adviser or the Administrator can generally confirm or review the accuracy of valuations provided by Private Investment Vehicles 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 Private Investment Vehicles. An Underlying Manager to a Private Investment Vehicle may face a conflict of interest in valuing such securities since their values will affect the Underlying Manager’s compensation. If an Underlying Manager’s valuations are consistently delayed or inaccurate, the Investment Adviser or Sub-Adviser generally will consider whether the Private Investment Vehicle continues to be an appropriate investment for the Fund. The Fund may be unable to sell interests in a Private Investment Vehicle 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 Investment Adviser 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 Private Investment Vehicles are completed. Promoting transparency and receiving necessary information from Private Investment Vehicles, especially Private Investment Vehicles, may possibly be an impediment to monitoring the performance of such Private Investment Vehicles on a regular basis.</p> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><strong>Valuation Subject to Adjustment</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The valuations reported by Private Investment Vehicles, based upon which the Fund determines its NAV and NAV 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 NAV 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 NAV of a private investment vehicle adversely affect the Fund’s NAV, the outstanding Shares may be adversely affected by prior repurchases to the benefit of Shareholders who had their Shares repurchased at a NAV higher than the adjusted amount. Conversely, any increases in the NAV 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 NAV 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> <div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"><strong>“Covenant-Lite” Loans Risk</strong></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">Although most of the Fund’s loan investments are expected to include both incurrence and maintenance-based covenants, there may be instances in which the Fund invests in covenant-lite loans, which means the obligation contains fewer maintenance covenants than other obligations, or no maintenance covenants, and may not include terms that allow the lender to monitor the performance of the borrower and declare a default if certain criteria are breached. An investment by the Fund in a covenant-lite loan may potentially hinder the Fund’s ability to reprice credit risk associated with the issuer and reduce the Fund’s ability to restructure a problematic loan and mitigate potential loss. As a result, the Fund’s exposure to losses may be increased, which could result in an adverse impact on the Fund’s revenues, net income and NAV.</p> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><strong>Distressed Securities</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">Certain of the companies in whose securities the Fund 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 (for example, Ca or lower by Moody’s and CC or lower by S&amp;P or Fitch) or, if unrated, are in the judgment of the Investment Adviser 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. 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">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 the 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">In certain transactions, the Fund may not be “hedged” against market fluctuations, or, in liquidation situations, may not accurately value the assets of the company being liquidated. This can result in losses, even if the proposed transaction is consummated.</p> </div> <div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"><strong>Extension Risk</strong></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">Rising interest rates tend to extend the duration of securities, making them more sensitive to changes in interest rates. The value of longer-term securities generally changes more in response to changes in interest rates than shorter-term securities. As a result, in a period of rising interest rates, securities may exhibit additional volatility and may lose value.</p> </div> <div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"><strong>Prepayment Risk</strong></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">When interest rates decline, fixed income securities and bank loans and participations with stated interest rates may have their principal paid earlier than expected. This may result in the Fund having to reinvest that money at lower prevailing interest rates, which can reduce the returns of the Fund.</p> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><strong>Convertible Securities Risk</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">Convertible securities have characteristics of both equity and fixed-income securities. The value of a convertible security tends to move with the market value of the underlying stock, but may also be affected by interest rates, credit quality of the issuer and any call provisions. In particular, when interest rates rise, fixed-income securities will decline in value. Convertible securities frequently have speculative characteristics and may be acquired without regard to minimum quality ratings. Lower quality convertible securities, also known as “junk bonds,” involve greater risk of default or price changes due to the issuer’s creditworthiness. The market prices of these securities may fluctuate more than those of higher quality securities and may decline significantly in periods of general economic difficulty, which may follow periods of rising interest rates. Securities in the lowest quality category may present the risk of default, or may be in default.</p> </div> <div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"><strong>Preferred Stock Risk</strong></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">Preferred stock represents an equity interest in a company that generally entitles the holder to receive, in preference to the holders of other stocks such as common stock, dividends and a fixed share of the proceeds resulting from a liquidation of the company. The market value of preferred stock is subject to company-specific and market risks applicable generally to equity securities and is also sensitive to changes in the company’s creditworthiness, the ability of the company to make payments on the preferred stock, and changes in interest rates, typically declining in value if interest rates rise.</p> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><strong>Legislation and Regulatory Risk</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">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 Securities and Exchange Commission (“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> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"><strong>High Portfolio Turnover</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="text-align:justify;font:10pt Times New Roman, Times, Serif;margin:0pt 0">The Fund’s activities involve investment in the Private Investment Vehicles, which may invest on the basis of short-term market considerations. The turnover rate within the Private Investment Vehicles 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 Private Investment Vehicle 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"><strong>U.S. Government Securities</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">Some obligations issued or guaranteed by U.S. Government agencies, instrumentalities or U.S. Government sponsored enterprises (“GSEs”), including, for example, pass-through certificates issued by Ginnie Mae, are supported by the full faith and credit of the U.S. Treasury. Other obligations issued by or guaranteed by federal agencies or GSEs, such as securities issued by Fannie Mae or Freddie Mac, are supported by the discretionary authority of the U.S. Government to purchase certain obligations of the federal agency or GSE, while other obligations issued by or guaranteed by federal agencies or GSEs, such as those of the Federal Home Loan Banks, are supported by the right of the issuer to borrow from the U.S. Treasury. The maximum potential liability of the issuers of some U.S. Government securities held by the Fund may greatly exceed their current resources, including their legal right to support from the U.S. Treasury. It is possible that these issuers will not have the funds to meet their payment obligations in the future.</p> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"><strong>Municipal Obligations</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Fund may invest in municipal bonds. Municipal bonds are debt obligations issued by the states, possessions, or territories of the United States (including the District of Columbia) or a political subdivision, public instrumentality, agency, public authority or other governmental unit of such states, possessions, or territories (e.g., counties, cities, towns, villages, districts and authorities). For example, states, possessions, territories and municipalities may issue municipal bonds to raise funds for various public purposes such as airports, housing, hospitals, mass transportation, schools, water and sewer works, gas, and electric utilities. They may also issue municipal bonds to refund outstanding obligations and to meet general operating expenses. Municipal bonds may be general obligation bonds or revenue bonds. General obligation bonds are secured by the issuer’s pledge of its full faith, credit and taxing power for the payment of principal and interest. Revenue bonds are payable from revenues derived from particular facilities, from the proceeds of a special excise tax or from other specific revenue sources. They are not usually payable from the general taxing power of a municipality. In addition, certain types of “private activity” bonds may be issued by public authorities to obtain funding for privately operated facilities, such as housing and pollution control facilities, for industrial facilities and for water supply, gas, electricity and waste disposal facilities. Other types of private activity bonds are used to finance the construction, repair or improvement of, or to obtain equipment for, privately operated industrial or commercial facilities. Current federal tax laws place substantial limitations on the size of certain of such issues. Because the interest on municipal bonds is generally exempt from federal income tax, their value may be materially affected by changes in federal income tax rates.</p> </div> <div> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">Constitutional amendments, legislative enactments, executive orders, administrative regulations, voter initiatives, and the issuer’s regional economic conditions may affect the municipal security’s value, interest payments, repayment of principal and the Fund’s ability to sell the security. The Fund may be more sensitive to adverse economic, business, political or public health developments if it focuses its assets in municipal bonds that are issued to finance similar projects (such as those relating to education, health care, housing, transportation, and utilities), industrial development bonds, in particular types of municipal securities (such as general obligation bonds, private activity bonds and moral obligation bonds), or in municipal securities of a particular state or territory. While income earned on municipal securities is generally not subject to federal tax, the failure of a municipal security issuer to comply with applicable tax requirements may make income paid thereon taxable, resulting in a decline in the security’s value. In addition, there could be changes in applicable tax laws or tax treatments that reduce or eliminate the current federal income tax exemption on municipal securities or otherwise adversely affect the current federal or state tax status of municipal securities. The secondary market for municipal obligations also tends to be less well-developed and less liquid than many other securities markets, which may limit the Fund’s ability to sell its municipal obligations at attractive prices. Further, inventories of municipal securities held by brokers and dealers have decreased in recent years, lessening their ability to make a market in these securities, which has resulted in increased municipal security price volatility and trading costs, particularly during periods of economic or market stress.</p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"><strong>Interval Fund Risk</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Fund is operated as an interval fund under Rule 23c-3 of the Investment Company Act. As an interval fund, the Fund has adopted a fundamental policy to conduct quarterly repurchase offers for at least 5% and up to 25% of the outstanding Shares at NAV, subject to certain conditions described herein (the “repurchase policy”), unless such offer is suspended or postponed in accordance with regulatory requirements. See “<i>TENDER OFFERS/OFFERS TO REPURCHASE</i>” and “<i>TENDER/REPURCHASE PROCEDURES</i>.” Although the repurchase policy permits repurchases of between 5% and 25% of the Fund’s outstanding Shares, for each quarterly repurchase offer, the Fund currently expects to offer to repurchase 5% of the Fund’s outstanding Shares at NAV, subject to approval of the Board of Trustees of the Fund (the “Board”). The Fund will not otherwise be required to repurchase or redeem Shares at the option of a Shareholder. It is possible that a repurchase offer may be oversubscribed, in which case Shareholders may only have a portion of their Shares repurchased. If the number of Shares tendered for repurchase in any repurchase offer exceeds the number of Shares that the Fund has offered to repurchase, the Fund will repurchase Shares on a pro-rata basis or may, but is not required to, increase the number of Shares to be repurchased in an additional amount not to exceed 2.0% of the outstanding Shares of the Fund (subject to certain additional exceptions discussed below under “Tender Offers/Offers to Repurchase”).</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">Limited liquidity is provided to Shareholders only through the Fund’s quarterly Repurchase Offers for no less than 5% of the Shares outstanding nor more than 25% of the Shares outstanding on the Repurchase Request Deadline. The Repurchase Offer amount will be determined by the Board before each Repurchase Offer. There is no guarantee that Shareholders will be able to sell all of the Shares they desire in a quarterly Repurchase Offer. The Fund’s Repurchase Offers may be oversubscribed. In the event of oversubscription, the Fund may repurchase shares on a pro rata basis. Because of the potential for proration, some Shareholders might tender more shares than they wish to have repurchased in order to ensure the repurchase of specific number of Shares. Additionally, in certain instances such Repurchase Offers may be suspended or postponed by a vote of a majority of the Board, including a vote by a majority of the Independent Trustees, as permitted by the Investment Company Act and other laws. 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"><strong>Other Investment Companies</strong></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">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> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><strong>Multiple Levels of Fees and Expenses</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">Although in many cases investor access to the Private Investment Vehicles may be limited or unavailable, an investor who meets the conditions imposed by a Private Investment Vehicles may be able to invest directly with the Private Investment Vehicle. By investing in Private Investment Vehicles indirectly through the Fund, the investor bears asset-based fees and may indirectly bear performance-based fees and allocations. Moreover, investors in the Fund bear a proportionate share of the fees and expenses of the Fund (including organizational and offering expenses not paid by the Investment Adviser, operating costs, sales charges, brokerage transaction expenses, and administrative fees) and, indirectly, similar expenses of Private Investment Vehicles. Thus, an investor in the Fund may be subject to higher operating expenses than if he or she invested in Private Investment Vehicle directly. Some Private Investment Vehicles may be subject to a performance-based fee or allocation, irrespective of the performance of other Private Investment Vehicles and the Fund generally. Accordingly, an Underlying Manager to certain Private Investment Vehicles with positive performance may receive performance-based compensation from the Private Investment Vehicles 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 Private Investment Vehicles will range from 1.00% to 2.00% (annualized) of the average NAV of the Fund’s investment. In addition, certain Underlying Managers charge an incentive allocation or fee generally ranging from 12.50% to 20% of a Private Investment Vehicle’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> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><strong>Underlying Managers Invest Independently</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Underlying Managers generally invest wholly independently of one another and may at times hold economically offsetting positions. To the extent that the Private Investment Vehicles 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 Private Investment Vehicles selected by the Investment Adviser or Sub-Adviser may be competing with each other for the same positions in one or more markets. To the extent that the Private Investment Vehicles 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 Private Investment Vehicle and incur additional fees and expenses in connection with the same position.</p> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><strong>Lack of Control Over 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">The Fund will invest in Private Investment Vehicles that it believes will generally, and in the aggregate, be managed in a manner consistent with the Fund’s investment objective and strategy. The Investment Adviser or Sub-Adviser will not have any control over the Underlying Managers, thus there can be no assurances that an Underlying Manager will manage its Private Investment Vehicles in a manner consistent with the Fund’s investment objective. The Investment Adviser or Sub-Adviser 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 Investment Adviser or Sub-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 or Sub-Adviser’s 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 Private Investment Vehicle and will not have the ability to exercise any rights attributable to an investor in any such Private Investment Vehicle related to their investment.</p> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><strong>Liquidity Constraints of Private Investment Vehicles</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">Since the Fund may make additional investments in or affect withdrawals from a Private Investment Vehicle only at certain times pursuant to limitations set forth in the governing documents of the Private Investment Vehicle, 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 Private Investment Vehicles vary from fund to fund. Therefore, the Fund may not be able to withdraw its investment in a Private Investment Vehicle promptly after it has made a decision to do so. Some Private Investment Vehicles 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. Some Private Investment Vehicles 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 a Private Investment Vehicle, it may receive securities that are illiquid or difficult to value. In these circumstances, the Investment Adviser or Sub-Adviser may choose to hold these securities or to seek to dispose of these securities in a manner that is in the best interests of the Fund. Limitations on the Fund’s ability to withdraw its assets from Private Investment Vehicles may, as a result, limit the Fund’s ability to repurchase Shares. For example, some Private Investment Vehicles 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. It is possible that, from time to time, a source of funds to repurchase Shares may be withdrawals from Private Investment Vehicles, the application of these lock-ups and other withdrawal limitations, such as gates or suspension provisions, may 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"><strong>Indemnification</strong> of <strong>Private Investment Vehicles</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Underlying Managers often have broad indemnification rights and limitations on liability. The Fund may also agree to indemnify certain of the Private Investment Vehicles and, subject to certain limitations imposed by the Investment Company Act and the Securities Act of 1933, as amended, 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 Private Investment Vehicles.</p> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"><strong>Repurchase Policy Risk</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">Repurchases of Shares will reduce the amount of outstanding Shares and, thus, the Fund’s net assets. To the extent that additional Shares are not sold, a reduction in the Fund’s net assets may increase the Fund’s expense ratio (subject to the Investment Adviser’s reimbursement of expenses) and limit the investment opportunities 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">If a repurchase offer is oversubscribed by Shareholders, the Fund will repurchase only a pro rata portion of the Shares tendered by each Shareholder. In addition, because of the potential for such proration, Shareholders may tender more Shares than they may wish to have repurchased in order to ensure the repurchase of a specific number of their Shares, increasing the likelihood that other Shareholders may be unable to liquidate all or a given percentage of their investment in the Fund. To the extent Shareholders have the ability to sell their Shares to the Fund pursuant to a repurchase offer, the price at which a Shareholder may sell Shares, which will be the NAV per Share most recently determined as of the last day of the offer, may be lower than the price that such Shareholder paid for its Shares.</p> </div> <div> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Fund may find it necessary to hold a portion of its net assets in cash or other liquid assets, sell a portion of its portfolio investments or borrow money in order to finance any repurchases of its Shares. The Fund may accumulate cash by holding back (i.e., not reinvesting or distributing to Shareholders) payments received in connection with the Fund’s investments, which could potentially limit the ability of the Fund to generate income. The Fund also may be required to sell its more liquid, higher quality portfolio investments to purchase Shares that are tendered, which may increase risks for remaining Shareholders and increase Fund expenses. Although most, if not all, of the Fund’s investments are expected to be illiquid and the secondary market for such investments is likely to be limited, the Fund believes it would be able to find willing purchasers of its investments if such sales were ever necessary to supplement such cash generated by payments received in connection with the Fund’s investments. However, the Fund may be required to sell such investments during times and at prices when it otherwise would not, which may cause the Fund to lose money. The Fund may also borrow money in order to meet its repurchase obligations. There can be no assurance that the Fund will be able to obtain financing for its repurchase offers. If the Fund borrows to finance repurchases, interest on any such borrowings will negatively affect Shareholders who do not tender their Shares in a repurchase offer by increasing the Fund’s expenses (subject to the Investment Adviser’s reimbursement of expenses) and reducing any net investment income. The purchase of Shares by the Fund in a repurchase offer may limit the Fund’s ability to participate in new investment opportunities.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">In the event a Shareholder chooses to participate in a repurchase offer, the Shareholder will be required to provide the Fund with notice of intent to participate prior to knowing what the repurchase price will be on the repurchase date. Although the Shareholder may have the ability to withdraw a repurchase request prior to the repurchase date, to the extent the Shareholder seeks to sell Shares to the Fund as part of a repurchase offer, the Shareholder will be required to do so without knowledge of what the repurchase price of the Shares will be on the repurchase date. It is possible that general economic and market conditions could cause a decline in the NAV per Share prior to the repurchase date. See “TENDER OFFERS/OFFERS TO REPURCHASE” and “TENDER/REPURCHASE PROCEDURES” below for additional information on, and the risks associated with, the Fund’s repurchase policy.</p> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><strong>Repurchase and Reverse Repurchase Agreements</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Fund may enter into repurchase and reverse repurchase agreements. When the 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, the 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 Fund, plus interest at a negotiated rate. The use of repurchase and reverse repurchase agreements by the Fund involves certain risks. For example, if the seller of securities to the Fund under a reverse repurchase agreement defaults on its obligation to repurchase the underlying securities, as a result of its bankruptcy or otherwise, the 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 Fund’s ability to dispose of the underlying securities may be restricted. It is possible, in a bankruptcy or liquidation scenario, that the 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 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;text-align:justify"><strong>Cayman Subsidiary Investment Risk</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Fund may make investments through the Cayman Subsidiary. By investing in the Cayman Subsidiary, the Fund is indirectly exposed to the risks associated with the Cayman Subsidiary’s investments. The investments held by the Cayman Subsidiary are generally similar to those that are permitted to be held by the Fund and are subject to the same risks that apply to similar investments if held directly by the Fund. These risks are described elsewhere in this Prospectus.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Subsidiary is not registered under the Investment Company Act, and, unless otherwise noted in this Prospectus, is not subject to all the investor protections of the Investment Company Act. However, the Fund wholly owns and controls the Cayman Subsidiary, making it unlikely that the Cayman Subsidiary will take action contrary to the interests of the Fund and its shareholders. The Board has oversight responsibility for the investment activities of the Fund, including its investment in the Cayman Subsidiary, and the Fund’s role as sole shareholder of the Cayman Subsidiary. The Cayman Subsidiary will be subject to the same investment restrictions and limitations, and follow the same compliance policies and procedures, as 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">Changes in the laws of the United States and/or the Cayman Islands could result in the inability of the Fund and/or the Cayman Subsidiary to operate as described in this Prospectus and in the SAI and could adversely affect the Fund. For example, the Cayman Islands does not currently impose any income, corporate or capital gains tax, estate duty, inheritance tax, gift tax or withholding tax on the Cayman Subsidiary. If Cayman Islands law changes such that the Cayman Subsidiary must pay Cayman Islands taxes, Fund shareholders would likely suffer decreased investment returns.</p> </div> <div> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Cayman Subsidiary will be disregarded as an entity separate from the Fund for U.S. federal income tax purposes. Accordingly, the assets and activities of the Cayman Subsidiary, as well as its income, gain, loss and deduction, will be directly attributed to the Fund. If the Cayman Subsidiary earns income that is not qualifying income, the Fund will be treated as earning income that is not qualifying income for purposes of the Fund remaining qualified as a RIC for U.S. federal income tax purposes.</p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><strong>Regulation S Securities</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Fund may invest in the securities of U.S. and non-U.S. issuers that are issued through private offerings without registration with the SEC pursuant to Regulation S under the Securities Act. Offerings of Regulation S securities may be conducted outside of the United States. Because Regulation S securities are subject to legal or contractual restrictions on resale, certain Regulation S securities may be considered illiquid. Although Regulation S securities may be resold in offshore or privately negotiated transactions, the price realized from these sales could be less than those originally paid by the Fund.</p> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"><strong>No Registration of Certain Private Investment Vehicles</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">Some Private Investment Vehicles may 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, might not apply to an investment in these Private Investment Vehicles. In addition, these Private Investment Vehicles may not be obligated to disclose the contents of their portfolios. This lack of transparency may make it difficult for the Investment Adviser and Sub-Adviser to monitor whether holdings of these Private Investment Vehicles 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 of these 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 of these 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> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><strong>Foreign Currency Transactions</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Fund 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 Fund. The Fund may also engage in foreign currency transactions for non-hedging purposes to generate returns.</p> </div> <div> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">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 the Fund agreeing to exchange an amount of a currency it does not currently own for another currency at a future date. The 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 Fund has contracted to receive in the exchange. The Investment Adviser’s and/or Sub-Adviser’s success in these transactions will depend principally on their ability to predict accurately the future exchange rates between foreign currencies and the U.S. dollar.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Fund may 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 the Investment Adviser and/or Sub-Adviser anticipate purchasing or selling a non-U.S. security. This technique would allow the Investment Adviser and/or Sub-Adviser 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 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 the Investment Adviser or the Sub-Adviser 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. The Fund is not required to 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> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"><strong>Reliance on Key Persons Risk</strong></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">The Fund relies on the services of certain executive officers who have relevant knowledge of credit related investments 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;text-align:justify"><strong>Dependence on the Investment Adviser</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The 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> </div> <div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"><strong>Fund Capitalization Risk</strong></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">There is a risk that the Fund may not continue to raise capital sufficient to maintain profitability and meet its investment objective. An inability to continue to raise capital may adversely affect the Fund’s diversification, financial condition, liquidity and results of operations, as well as its compliance with regulatory requirements and tax diversification requirements.</p> </div> <div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"><strong>Diversification Risk</strong></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">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. 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.</p> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"><strong>Cybersecurity Risk</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Fund and its service providers are susceptible to cyber security risks that include, among other things, theft, unauthorized monitoring, release, misuse, loss, destruction or corruption of confidential and highly restricted data; denial of service attacks; unauthorized access to relevant systems, compromises to networks or devices that the Fund and its service providers use to service the Fund’s operations; or operational disruption or failures in the physical infrastructure or operating systems that support the Fund and its service providers. The use of artificial intelligence and machine learning could exacerbate these risks or result in cyber security incidents that implicate personal data. Cyber-attacks against or security breakdowns of the Fund or its service providers may adversely impact the Fund and its shareholders, potentially resulting in, among other things, financial losses; the inability of Fund shareholders to transact business and the Fund to process transactions; inability to calculate the Fund’s NAV; violations of applicable privacy and other laws; regulatory fines, penalties, reputational damage, reimbursement or other compensation costs; and/or additional compliance costs. The Fund may incur additional costs for cyber security risk management and remediation purposes. In addition, cyber security risks may also impact issuers of securities in which the Fund invests, which may cause the Fund’s investment in such issuers to lose value. There can be no assurance that the Fund or its service providers will not suffer losses relating to cyber-attacks or other information security breaches in the future. The foregoing cybersecurity risks are also applicable to Private Investment Vehicles and their service providers.</p> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"><strong>Disaster Recovery and Data Security</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">In 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.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Investment Adviser has 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 Private Investment Vehicles.</p> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"><strong>Technology Risk</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Fund and its service providers and markets generally are susceptible to potential operational risks related to intentional and unintentional events that may cause the Fund or a service provider to lose proprietary information, suffer data corruption or lose operational capacity. There can be no guarantee that any risk management systems established by the Fund, its service providers, or issuers of the securities in which the Fund invests to reduce technology and cyber security risks will succeed, and the Fund cannot control such systems put in place by service providers, issuers or other third parties whose operations may affect the Fund. Recent technological developments in, and the increasingly widespread use of, artificial intelligence technologies may pose risks to the Fund. For instance, the economy may be significantly impacted by the advanced development and increased regulation of artificial intelligence technologies. As artificial intelligence technologies are used more widely, the profitability and growth of Fund holdings may be impacted, which could significantly impact the overall performance of the Fund. The legal and regulatory frameworks within which artificial intelligence technologies operate continue to rapidly evolve, and it is not possible to predict the full extent of current or future risks related thereto.</p> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><strong>Technological Advancements Risk</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">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> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"><strong>Temporary Defensive Strategies Risk</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">When the Investment Adviser anticipates unusual market or other conditions, for up to 90 consecutive days the Fund may temporarily depart from its principal investment strategies as a defensive measure and invest all or a portion of its assets in cash or cash equivalents or accept lower current income from short-term investments rather than investing in high yielding long-term securities. In such a case, Shareholders of the Fund may be adversely affected and the Fund may not pursue or achieve its investment objectives.</p> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"><strong>Potential Conflicts of Interest Risk</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Investment Adviser, Sub-Adviser and the portfolio managers of the Fund have interests which may conflict with the interests of the Fund. In particular, the Investment Adviser and Sub-Adviser manage and/or advise other investment funds or accounts with the same or similar investment objectives and strategies as the Fund. As a result, the Investment Adviser, Sub-Adviser and the Fund’s portfolio managers may devote unequal time and attention to the management of the Fund and those other funds and accounts, and may not be able to formulate as complete a strategy or identify equally attractive investment opportunities as might be the case if they were to devote substantially more attention to the management of the Fund. The Investment Adviser, Sub-Adviser and the Fund’s portfolio managers may identify a limited investment opportunity that may be suitable for multiple funds and accounts, and the opportunity may be allocated among these several funds and accounts, which may limit the Fund’s ability to take full advantage of the investment opportunity. Additionally, transaction orders may be aggregated for multiple accounts for purpose of execution, which may cause the price or brokerage costs to be less favorable to the Fund than if similar transactions were not being executed concurrently for other accounts. Furthermore, it is theoretically possible that a portfolio manager could use the information obtained from managing a fund or account to the advantage of other funds or accounts under management, and also theoretically possible that actions could be taken (or not taken) to the detriment of the Fund. At times, a portfolio manager may determine that an investment opportunity may be appropriate for only some of the funds and accounts for which he or she exercises investment responsibility, or may decide that certain of the funds and accounts should take differing positions with respect to a particular security. In these cases, the portfolio manager may place separate transactions for one or more funds or accounts which may affect the market price of the security or the execution of the transaction, or both, to the detriment or benefit of one or more other funds and accounts. For example, a portfolio manager may determine that it would be in the interest of another account to sell a security that the Fund holds, potentially resulting in a decrease in the market value of the security held by the Fund.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">Conflicts potentially limiting the Fund’s investment opportunities may also arise when the Fund and other clients of the Investment Adviser and Sub- Advisers invest in, or even conduct research relating to, different parts of an issuer’s capital structure, such as when the Fund owns senior debt obligations of an issuer and other clients own junior tranches of the same issuer. In such circumstances, decisions over whether to trigger an event of default, over the terms of any workout, or how to exit an investment may result in conflicts of interest. In order to minimize such conflicts, a portfolio manager may avoid certain investment opportunities that would potentially give rise to conflicts with other clients of the Investment Adviser and Sub-Adviser or result in the Investment Adviser and Sub-Adviser receiving material, non-public information, or the Investment Adviser and Sub-Adviser may enact internal procedures designed to minimize such conflicts, which could have the effect of limiting the Fund’s investment opportunities. Additionally, if the Investment Adviser and Sub-Adviser acquire material non-public confidential information in connection with its business activities for other clients, a portfolio manager or other investment personnel may be restricted from purchasing securities or selling certain securities for the Fund or other clients.</p> </div> <div> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The portfolio managers also may engage in cross trades between funds and accounts, may select brokers or dealers to execute securities transactions based in part on brokerage and research services provided to the Investment Adviser and Sub-Adviser which may not benefit all funds and accounts equally and may receive different amounts of financial or other benefits for managing different funds and accounts. The Investment Adviser and Sub-Adviser and its affiliates may provide more services to some types of funds and accounts than others.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Fund, the Investment Adviser and the Sub-Adviser have adopted policies and procedures that address the foregoing potential conflicts of interest, including policies and procedures to address the allocation of investment opportunities, execution of portfolio transactions, personal trading by employees and other potential conflicts of interest that are designed to ensure that all accounts of the Investment Adviser and Sub-Adviser are treated equitably. There is no guarantee that the policies and procedures adopted by the Investment Adviser, Sub-Adviser and the Fund will be able to identify or mitigate the conflicts of interest that arise between the Fund and any other investment funds or accounts that the Investment Adviser and Sub-Adviser may manage or advise from time to time. For further information on potential conflicts of interest, see “<i>INVESTMENT MANAGEMENT AND OTHER SERVICES — CONFLICTS OF INTEREST</i>” in the SAI.</p> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"><strong>Reliance on Co-Investment Order Risk</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">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 and its other clients. The Fund and Investment Adviser have been granted an Exemptive 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 Exemptive 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> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:center"><span id="S-14"><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">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> <span style="font-size:10pt;font-family:Times New Roman">SHAREHOLDER RIGHTS</span> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">Except for actions under the U.S. federal securities laws, the Amended and Restated By-Laws (“By-Laws”) provide that by virtue of becoming a Shareholder, each Shareholder (i) irrevocably agrees that any claims, suits, actions or proceedings arising out of or relating in any way to the Trust, the Declaration of Trust or the By-Laws or asserting a claim governed by the internal affairs (or similar) doctrine, be exclusively brought in the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction thereof, any other court in the State of Delaware with subject matter jurisdiction, (ii) irrevocably submits to the exclusive jurisdiction of such courts in connection with any such claim, suit, action or proceeding, (iii) irrevocably agrees not to, and waives any right to, assert in any such claim, suit, action or proceeding that (A) it is not personally subject to the jurisdiction of such courts or any other court to which proceedings in such courts may be appealed, (B) such claim, suit, action or proceeding is brought in an inconvenient forum, or (C) the venue of such claim, suit, action or proceeding is improper, (iv) expressly waives any requirement for the posting of a bond by a party bringing such claim, suit, action or proceeding, (v) consents to process being served in any such claim, suit, action or proceeding by mailing, certified mail, return receipt requested, a copy thereof to such party at the address in effect for notices hereunder, and agrees that such service shall constitute good and sufficient service of process and notice thereof; provided, nothing in clause (v) hereof shall affect or limit any right to serve process in any other manner permitted by law, and (vi) irrevocably waives any and all right to trial by jury in any such claim, suit, action or proceeding.</p> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:center"><span id="S-17"><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="border-collapse:collapse;width:100%;font:10pt Times New Roman, Times, Serif;border-spacing:0px"> <tr style="vertical-align:bottom;background-color:White"> <td style="text-align:center;width:25%;font-size:10pt"> </td> <td style="text-align:center;width:1%;font-size:10pt"> </td> <td style="width:1%;font-size:10pt;text-align:center"> </td> <td style="width:22%;font-size:10pt;text-align:center"> </td> <td style="width:1%;font-size:10pt;text-align:center"> </td> <td style="text-align:center;width:1%;font-size:10pt"> </td> <td style="width:1%;font-size:10pt;text-align:center"> </td> <td style="width:22%;font-size:10pt;text-align:center"> </td> <td style="width:1%;font-size:10pt;text-align:center"> </td> <td style="text-align:center;width:1%;font:bold 10pt Times New Roman, Times, Serif"> </td> <td style="font:bold 10pt Times New Roman, Times, Serif;width:1%;text-align:center"> </td> <td style="font:bold 10pt Times New Roman, Times, Serif;width:22%;text-align:center">(4)</td> <td style="font:bold 10pt Times New Roman, Times, Serif;width:1%;text-align:center"> </td> </tr> <tr style="vertical-align:bottom;background-color:White"> <td style="text-align:center;font-size:10pt"> </td> <td style="text-align:center;font-size:10pt"> </td> <td style="font-size:10pt;text-align:center"> </td> <td style="font-size:10pt;text-align:center"> </td> <td style="font-size:10pt;text-align:center"> </td> <td style="text-align:center;font:bold 10pt Times New Roman, Times, Serif"> </td> <td style="font:bold 10pt Times New Roman, Times, Serif;text-align:center"> </td> <td style="font:bold 10pt Times New Roman, Times, Serif;text-align:center">(3)</td> <td style="font:bold 10pt Times New Roman, Times, Serif;text-align:center"> </td> <td style="text-align:center;font:bold 10pt Times New Roman, Times, Serif"> </td> <td style="font:bold 10pt Times New Roman, Times, Serif;text-align:center"> </td> <td style="font:bold 10pt Times New Roman, Times, Serif;text-align:center"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt"><strong>Amount Outstanding</strong></span></td> <td style="font:bold 10pt Times New Roman, Times, Serif;text-align:center"> </td> </tr> <tr style="vertical-align:bottom;background-color:White"> <td style="font:bold 10pt Times New Roman, Times, Serif;text-align:left">(1)</td> <td style="text-align:center;font:bold 10pt Times New Roman, Times, Serif"> </td> <td style="font:bold 10pt Times New Roman, Times, Serif;text-align:center"> </td> <td style="font:bold 10pt Times New Roman, Times, Serif;text-align:center">(2)</td> <td style="font:bold 10pt Times New Roman, Times, Serif;text-align:center"> </td> <td style="text-align:center;font:bold 10pt Times New Roman, Times, Serif"> </td> <td style="font:bold 10pt Times New Roman, Times, Serif;text-align:center"> </td> <td style="font:bold 10pt Times New Roman, Times, Serif;text-align:center"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt"><strong>Amount Held by Fund or</strong></span></td> <td style="font:bold 10pt Times New Roman, Times, Serif;text-align:center"> </td> <td style="text-align:center;font:bold 10pt Times New Roman, Times, Serif"> </td> <td style="font:bold 10pt Times New Roman, Times, Serif;text-align:center"> </td> <td style="font:bold 10pt Times New Roman, Times, Serif;text-align:center"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt"><strong>Exclusive of Amount</strong></span></td> <td style="font:bold 10pt Times New Roman, Times, Serif;text-align:center"> </td> </tr> <tr style="vertical-align:bottom;background-color:White"> <td style="border-bottom:Black 1pt solid;font:bold 10pt Times New Roman, Times, Serif;text-align:left">Title of Class</td> <td style="font:bold 10pt Times New Roman, Times, Serif;text-align:center;padding-bottom:1pt"> </td> <td style="padding-bottom:1pt;font:bold 10pt Times New Roman, Times, Serif;text-align:center"> </td> <td style="border-bottom:Black 1pt solid;font:bold 10pt Times New Roman, Times, Serif;text-align:center"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt"><strong>Amount Authorized</strong></span></td> <td style="font:bold 10pt Times New Roman, Times, Serif;padding-bottom:1pt;text-align:center"> </td> <td style="font:bold 10pt Times New Roman, Times, Serif;text-align:center;padding-bottom:1pt"> </td> <td style="padding-bottom:1pt;font:bold 10pt Times New Roman, Times, Serif;text-align:center"> </td> <td style="border-bottom:Black 1pt solid;font:bold 10pt Times New Roman, Times, Serif;text-align:center"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt"><strong>for its Account</strong></span></td> <td style="font:bold 10pt Times New Roman, Times, Serif;padding-bottom:1pt;text-align:center"> </td> <td style="font:bold 10pt Times New Roman, Times, Serif;text-align:center;padding-bottom:1pt"> </td> <td style="padding-bottom:1pt;font:bold 10pt Times New Roman, Times, Serif;text-align:center"> </td> <td style="border-bottom:Black 1pt solid;font:bold 10pt Times New Roman, Times, Serif;text-align:center"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt"><strong>Shown Under</strong></span></td> <td style="font:bold 10pt Times New Roman, Times, Serif;padding-bottom:1pt;text-align:center"> </td> </tr> <tr style="vertical-align:bottom;background-color:rgb(204,238,255)"> <td style="font:10pt Times New Roman, Times, Serif"><span style="font-size:10pt;font-family:Times New Roman">Class A Shares</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:center"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">Unlimited </span></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">--</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">49,350</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"><span style="font-size:10pt;font-family:Times New Roman">Class I Shares</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:center"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">Unlimited</span></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">--</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">45,268,287</td> <td style="font:10pt Times New Roman, Times, Serif;text-align:left"> </td> </tr> </table> </div> <span style="font-size:10pt;font-family:Times New Roman">Class A Shares</span> 0 49350 <span style="font-size:10pt;font-family:Times New Roman">Class I Shares</span> 0 45268287 <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:center"><span id="S-20"><strong>TRANSFERS OF 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"><span style="font-size:10pt;font-family:Times New Roman">There is no public market for the Shares and none is expected to develop.</span> <span style="font-size:10pt;font-family:Times New Roman">The Fund does not list its Shares on a stock exchange or similar market.</span> Shares are transferable only in limited circumstances as described below, and liquidity for investments in Shares may be provided only through the repurchase offers described above. If a shareholder attempts to transfer Shares in violation of the Fund’s transfer restrictions, the transfer will not be permitted and will be void. An investment in the Fund is therefore suitable only for investors that can bear the risks associated with the limited liquidity of Shares and should be viewed as a long-term investment.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">No person shall become a substituted Shareholder of the Fund without the consent of the Fund, which consent may be withheld in its sole discretion. Shares held by Shareholders may be transferred only: (i) by operation of law in connection with the death, divorce, bankruptcy, insolvency, or adjudicated incompetence of the Shareholder; or (ii) under other limited circumstances, with the consent of the Board (which may be withheld in its sole discretion and is expected to be granted, if at all, only under extenuating circumstances).</p> </div> <span style="font-size:10pt;font-family:Times New Roman">There is no public market for the Shares and none is expected to develop.</span> <span style="font-size:10pt;font-family:Times New Roman">The Fund does not list its Shares on a stock exchange or similar market.</span> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:center"><span id="S-24"><strong>DISTRIBUTION POLICY</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">The Fund intends to make monthly distributions to its shareholders equal to 8.50% annually of the Fund’s NAV per Share (the “Distribution Policy”). Prior to May 1, 2026, the Fund followed a policy of intending to make monthly distributions equal to 10% annually of the Fund’s NAV per Share. This predetermined dividend rate may be modified by the Board from time to time, and increased to the extent of the Fund’s investment company taxable income that it is required to distribute in order to maintain its status as a RIC.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">If, for any distribution, available cash is less than the amount of this predetermined dividend rate then assets of the Fund will be sold, which may result in additional gain, and a portion of the distribution may be a tax-free return of capital from the Fund’s assets. The Fund’s final distribution for each calendar year will include any remaining investment company taxable income and net tax-exempt income undistributed during the year, as well as the net capital gain realized during the year. If the total distributions made in any calendar year exceed investment company taxable income, net tax-exempt income and net capital gain, such excess distributed amount would be treated as ordinary dividend income to the extent of the Fund’s current and accumulated earnings and profits. Payments in excess of the earnings and profits would first be a tax-free return of capital to the extent of the adjusted tax basis in the Shares. After such adjusted tax basis is reduced to zero, the payment would constitute capital gain (assuming the Shares are held as capital assets). This Distribution Policy may, under certain circumstances, have certain adverse consequences to the Fund and its shareholders because it may result in more dividend income for shareholders than would otherwise be the case and/or a return of capital resulting in less of a shareholder’s assets being invested in the Fund and, over time, increase the Fund’s expense ratio. The Distribution Policy also may cause the Fund to sell a security at a time it would not otherwise do so in order to make the monthly distributions.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">Unless the registered owner of Shares elects to receive cash, all dividends declared on Shares will be automatically reinvested in additional Shares of the Fund. See “DIVIDEND REINVESTMENT PLAN.”</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The dividend distribution described above may result in the payment of approximately the same amount or percentage to the Fund’s shareholders each period. Section 19(a) of the Investment Company Act and Rule 19a-1 thereunder require the Fund to provide a written statement accompanying any such payment that adequately discloses its source or sources. Thus, if the source of the dividend or other distribution were the original capital contribution of the shareholder, and the payment amounted to a return of capital, the Fund would be required to provide written disclosure to that effect. As required under the Investment Company Act, the Fund will provide a notice to shareholders at the time of a payment or distribution when such does not consist solely of net income. Additionally, each payment will be accompanied by a written statement which discloses the source or sources of each payment. The IRS requires you to report these amounts, excluding returns of capital, (such amounts will be reported by the Fund to shareholders on IRS Form 1099) on your income tax return for the year declared. The Fund will provide disclosures, with each payment, that estimates the percentages of the current and year-to-date payments that represent (1) net investment income, (2) capital gains and (3) return of capital. At the end of the year, the Fund may be required under applicable law to re-characterize payments made previously during that year among (1) ordinary income, (2) capital gains and (3) return of capital for tax purposes. <strong>Nevertheless, persons who periodically receive payments may be under the impression that they are receiving net profits when they are not. Shareholders should read any written disclosure provided pursuant to Section 19(a) and Rule 19a-1 carefully and should not assume that the source of any payment from the Fund is net profit</strong>.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Board reserves the right to change the Distribution Policy from time to time.</p> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:center"><strong>DESCRIPTION OF SHARES</strong></p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The beneficial interest in the Fund is divided into an unlimited number of Shares. Each Share has a par value of $0.001. All Shares issued are fully paid and nonassessable. The Fund is authorized to offer two separate classes of Shares designated as <span style="font-size:10pt;font-family:Times New Roman">Class A Shares</span> and <span style="font-size:10pt;font-family:Times New Roman">Class I Shares</span>. All Shares of each class represent an equal proportionate interest in the assets of the Fund (subject to the liabilities belonging to that class), and each Share of any class is equal to each other Share of that class. While the Fund presently intends to offer two classes of Shares, it may offer other classes of Shares as well in the future. From time to time, the Board may create and offer additional classes of Shares, or may vary the characteristics of Class A Shares and Class I Shares described herein, including without limitation, in the following respects: (1) the amount of fees permitted by a distribution and/or service plan as to such class; (2) voting rights with respect to a distribution and/or service plan as to such class; (3) different class designations; (4) the impact of any class expenses directly attributable to a particular class of Shares; (5) differences in any dividends and NAVs resulting from differences in fees under a distribution and/or service plan or in class expenses; (6) any sales load structure; and (7) any conversion features, as permitted under the Investment Company Act. Shares are deemed to be personal property giving only the rights provided in the Declaration of Trust. Shareholders have no preemptive or other similar rights to subscribe to any additional Shares or other securities issued by the Fund. There is no cumulative voting in the election of Trustees. Shareholders are not personally liable for the debts, liabilities, obligations and expenses incurred by, contracted for, or otherwise existing with respect to, the Fund. The Trustees have no power to bind any Shareholder personally or to call upon any Shareholder for the payment of any sum of money or assessment whatsoever other than such as the Shareholder may at any time personally agree to pay. The Fund’s repurchase offers will be made to all of its classes of Shares at the same time, in the same proportional amounts and on the same terms, except for differences in NAVs resulting from differences in fees under a distribution and/or service plan or in class expenses.</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"><span id="S-32"></span><strong>PURCHASING SHARES</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>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">The minimum initial investment in Class A Shares by any investor is $1,000 and the minimum initial investment in Class I Shares by any investor is $1,000. The minimum additional investment in the Fund by any Shareholder is $1,000. However, the Fund, in its sole discretion, may accept investments below these minimums. Shares may be purchased by principals and employees of the Investment Adviser or its affiliates and their immediate family members without being subject to the minimum investment requirements. The Shares were initially issued at $10.00 per share. Thereafter the purchase price for each class of Shares is based on the NAV per Share of that Class 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">Class A Shares are sold at the public offering price, which is the NAV plus an initial maximum sales charge, which varies with the amount you invest as shown in the following chart. This means that part of your investment in the Fund will be used to pay the sales charge.</p> </div> <div> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"><strong>Class A Shares — Sales Charge Schedule</strong></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;font-size:10pt"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt"><strong>Your Investment</strong></span></td> <td style="padding-bottom:1pt;font-size:10pt"> </td> <td style="border-bottom:black 1pt solid;font-size:10pt;text-align:center"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt"><strong>Front-End Sales<br/>Charge as a<br/>% of Offering<br/>Price* </strong></span></td> <td style="padding-bottom:1pt;font-size:10pt"> </td> <td style="padding-bottom:1pt;font-size:10pt"> </td> <td style="border-bottom:black 1pt solid;font-size:10pt;text-align:center"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt"><strong>Front-End Sales<br/>Charge as a<br/>% of Net<br/>Investment </strong></span></td> <td style="padding-bottom:1pt;font-size:10pt"> </td> <td style="padding-bottom:1pt;font-size:10pt"> </td> <td style="border-bottom:black 1pt solid;font-size:10pt;text-align:center"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt"><strong>Dealer<br/>Reallowance as a<br/>% of Offering<br/>Price </strong></span></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:49%;font-size:10pt"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">Up to $24,999</span></td> <td style="width:1%;font-size:10pt"> </td> <td style="width:15%;font-size:10pt;text-align:center"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">4.50%</span></td> <td style="width:1%;font-size:10pt"></td> <td style="width:1%;font-size:10pt"> </td> <td style="width:15%;font-size:10pt;text-align:center"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">4.71%</span></td> <td style="width:1%;font-size:10pt"></td> <td style="width:1%;font-size:10pt"> </td> <td style="width:15%;font-size:10pt;text-align:center"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">3.75%</span></td> <td style="width:1%;font-size:10pt"></td> </tr> <tr style="vertical-align:bottom;background-color:White"> <td style="font-size:10pt"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">$25,000 – $49,999</span></td> <td style="font-size:10pt"> </td> <td style="font-size:10pt;text-align:center"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">3.50</span>%</td> <td style="font-size:10pt"></td> <td style="font-size:10pt"> </td> <td style="font-size:10pt;text-align:center"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">3.63</span>%</td> <td style="font-size:10pt"></td> <td style="font-size:10pt"> </td> <td style="font-size:10pt;text-align:center"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">2.75</span>%</td> <td style="font-size:10pt"></td> </tr> <tr style="vertical-align:bottom;background-color:rgb(204,238,255)"> <td style="font-size:10pt"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">$50,000 – $99,999</span></td> <td style="font-size:10pt"> </td> <td style="font-size:10pt;text-align:center"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">2.50</span>%</td> <td style="font-size:10pt"></td> <td style="font-size:10pt"> </td> <td style="font-size:10pt;text-align:center"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">2.56</span>%</td> <td style="font-size:10pt"></td> <td style="font-size:10pt"> </td> <td style="font-size:10pt;text-align:center"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">2.00</span>%</td> <td style="font-size:10pt"></td> </tr> <tr style="vertical-align:bottom;background-color:White"> <td style="font-size:10pt"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">$100,000 – $249,999</span></td> <td style="font-size:10pt"> </td> <td style="font-size:10pt;text-align:center"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">2.00</span>%</td> <td style="font-size:10pt"></td> <td style="font-size:10pt"> </td> <td style="font-size:10pt;text-align:center"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">2.04</span>%</td> <td style="font-size:10pt"></td> <td style="font-size:10pt"> </td> <td style="font-size:10pt;text-align:center"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">1.50</span>%</td> <td style="font-size:10pt"></td> </tr> <tr style="vertical-align:bottom;background-color:rgb(204,238,255)"> <td style="font-size:10pt"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">$250,000 or more</span></td> <td style="font-size:10pt"> </td> <td style="font-size:10pt;text-align:center"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">None**</span></td> <td style="font-size:10pt"></td> <td style="font-size:10pt"> </td> <td style="font-size:10pt;text-align:center"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">None**</span></td> <td style="font-size:10pt"></td> <td style="font-size:10pt"> </td> <td style="font-size:10pt;text-align:center"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">None**</span></td> <td style="font-size:10pt"></td> </tr> </table> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <div style="margin-top:3pt;margin-bottom:3pt;width:25%"> <div style="font-size:1pt;border-top:Black 1pt solid"> </div> </div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> * The offering price includes the sales charge.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">** There is no initial sales charge on purchases of Class A Shares in an account or accounts with an accumulated value of $250,000 or more, but a CDSC of 1.25% will be imposed to the extent a finder’s fee was paid in the event of certain redemptions within 12 months of the date of purchase.</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">Class I Shares are not subject to any initial sales charge.</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">Shares are generally offered for purchase on each business day, 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">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">Except as otherwise permitted by the Board, initial and subsequent purchases of Shares will be payable in cash. Orders will be priced at the appropriate price next computed after the order is received by the Administrator. The Fund reserves the right, in its sole discretion, to accept or reject any subscription to purchase Shares in the Fund at any time. 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 times 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">In general, an investment will be accepted if a completed investor application and funds are received in good order. 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:center"><span id="S-33"></span><strong>CLASS A SHARES PURCHASE PROGRAMS</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">Eligible purchasers of Class A Shares may be entitled to reduced or waived sales charges through certain purchase programs offered by the Fund. Quantity Discounts. You may be able to lower your Class A sales charges if:</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%"> <tr style="vertical-align:top"> <td style="width:72px;font-size:10pt"> </td> <td style="width:24px;font-size:10pt"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">●</span></td> <td style="font-size:10pt;text-align:justify"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">you assure the Fund in writing that you intend to invest at least $25,000 in Class A Shares over the next 13 months in exchange for a reduced sales charge (“Letter of Intent”) (see below); or</span></td> </tr> </table> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"> </p> <table cellpadding="0" style="font:10pt Times New Roman, Times, Serif;width:100%"> <tr style="vertical-align:top"> <td style="width:72px;font-size:10pt"> </td> <td style="width:24px;font-size:10pt"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">●</span></td> <td style="font-size:10pt;text-align:justify"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">the amount of Class A Shares you already own in the Fund plus the amount you intend to invest in Class A Shares is at least $25,000 (“Cumulative Discount”).</span></td> </tr> </table> </div> <div> </div> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">By signing a Letter of Intent you can purchase Shares at a lower sales charge level. Your individual purchases will be made at the applicable sales charge based on the amount you intend to invest over a 13-month period as stated in the Letter of Intent. Any Shares purchased within 90 days prior to the date you sign the Letter of Intent may be used as credit toward completion of the stated amount, but the reduced sales charge will only apply to new purchases made on or after the date of the Letter of Intent. Purchases resulting from the reinvestment of dividends and capital gains do not apply toward fulfillment of the Letter of Intent. Shares equal to 4.50% of the amount stated in the Letter of Intent will be held in escrow during the 13-month period. If, at the end of the period, the total net amount invested is less than the amount stated in the Letter of Intent, you will be required to pay the difference between the reduced sales charge and the sales charge applicable to the individual net amounts invested had the Letter of Intent not been in effect. This amount will be obtained from redemption of the escrowed Shares. Any remaining escrowed Shares after payment to the Fund of the difference in applicable sales charges will be released to you. If you establish a Letter of Intent with the Fund, you can aggregate your accounts as well as the accounts of your immediate family members. You will need to provide written instructions with respect to the other accounts whose purchases should be considered in fulfillment of the Letter of Intent.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">The Letter of Intent and Cumulative Discount are intended to let you combine investments made at other times for purposes of calculating your present sales charge. Any time you can use any of these quantity discounts to “move” your investment into a lower sales charge level, it is generally beneficial for you to do so.</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">For purposes of determining whether you are eligible for a reduced Class A sales charge, you and your immediate family members (i.e., your spouse or domestic partner and your children or stepchildren age 21 or younger) may aggregate your investments in the Fund. This includes, for example, investments held in a retirement account, an employee benefit plan, or through a financial advisor other than the one handling your current purchase. These combined investments will be valued at their current offering price to determine whether your current investment amount qualifies for a reduced sales charge.</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">You must notify the Fund or the Financial Intermediary at the time of purchase whenever a quantity discount is applicable to purchases and you may be required to provide the Fund, or the Financial Intermediary, with certain information or records to verify your eligibility for a quantity discount.</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">Such information or records may include account statements or other records regarding Shares held in all accounts (e.g., retirement accounts) by you and other eligible persons, which may include accounts held at the Fund or a Financial Intermediary. Upon such notification, you will pay the sales charge at the lowest applicable sales charge level. You should retain any records necessary to substantiate the purchase price of Shares, as the Fund and Financial Intermediary may not retain this information.</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">Information about sales charges can be found on the Investment Adviser’s website https://www.FirstTrustCapital.com or you can consult with your financial representative.</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><i>Large Order Net Asset Value Purchase Privilege</i></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">There is no initial sales charge on purchases of Class A Shares in an account or accounts with an accumulated value of $250,000 or more, but a CDSC of 1.25% will be imposed to the extent a finder’s fee was paid in the event of certain redemptions within 12 months of the date of purchase. From its own profits and resources, the Distributor may pay a finder’s fee of 0.50% to financial intermediaries that initiate or are responsible for purchases of $250,000 or more of Class A Shares of the Fund. Please contact your financial intermediary to determine whether a finder’s fee was paid in connection with your investment in the Fund.</p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0">A CDSC will be waived in the following circumstances:</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%"> <tr style="vertical-align:top"> <td style="width:72px;font-size:10pt"> </td> <td style="width:24px;font-size:10pt"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">●</span></td> <td style="font-size:10pt;text-align:justify"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">if you are a current Trustee of the Fund; or</span></td> </tr> </table> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"> </p> <table cellpadding="0" style="font:10pt Times New Roman, Times, Serif;width:100%"> <tr style="vertical-align:top"> <td style="width:72px;font-size:10pt"> </td> <td style="width:24px;font-size:10pt"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">●</span></td> <td style="font-size:10pt;text-align:justify"><span style="font-family:Times New Roman, Times, Serif;font-size:10pt">if you are an employee (including the employee’s spouse, domestic partner, children, grandchildren, parents, grandparents, siblings and any dependent of the employee, as defined in Section 152 of the Code) of the Investment Adviser, the Sub-Adviser or their affiliates, or of a broker-dealer authorized to sell shares of the Fund.</span></td> </tr> </table> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify"> </p> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:justify">Your financial advisor or the Fund can answer your questions and help you determine if you are eligible for the waiver.</p> </div> <span style="font-size:10pt;font-family:Times New Roman">Class A Shares</span> <span style="font-size:10pt;font-family:Times New Roman">Class I Shares</span> <div> <p style="font:10pt Times New Roman, Times, Serif;margin:0pt 0;text-align:center"><span id="S-34"><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">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> Commencement of operations. 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. Commencement of public offering. Investors in Class A Shares may be charged a sales charge of up to 4.50% of the subscription amount. For Class A Shares, no sales charge applies on investments of $250,000 or more, but a contingent deferred sales charge (“CDSC”) of 1.25% will be imposed on the repurchase of such Shares within 12 months of the date of purchase to the extent a finder’s fee was paid in connection with the purchase. 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 purposes of determining net assets in fee table calculations, derivatives are valued at market value. For its provision of advisory services to the Fund, the Investment Adviser receives an annual Investment Management Fee, payable monthly in arrears, equal to 1.35% of the Fund’s net assets determined as of month-end. The Investment 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. The Investment Adviser pays the Sub-Advisers from the Investment Management Fee it receives from the Fund. For its provision of advisory services to the Fund, the Investment Adviser receives an annual Investment Management Fee, payable monthly in arrears, equal to 1.35% of the Fund’s net assets determined as of month-end. The Investment 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. The Investment Adviser pays the Sub-Adviser from the Investment Management Fee it receives from the Fund. Pursuant to exemptive relief from the SEC, the Fund offers multiple classes of shares and has adopted a distribution and service plan for Class A Shares and Class I Shares. Investors in each Class of Shares may pay a Shareholder Servicing Fee of up to 0.25% on an annualized basis of the aggregate net assets of the Fund attributable to the Class. Investors in Class A Shares may pay a Distribution Fee of up to 0.75% on an annualized basis of the aggregate net assets attributable to Class A Shares for marketing and distribution expenses. Payment of the Distribution and Servicing Fee is governed by a Distribution and Service Plan that, pursuant to the conditions of the exemptive order issued by the SEC, has been adopted by the Fund with respect to the applicable Class in compliance with Rule 12b-1 under the Investment Company Act. See “DISTRIBUTION AND SERVICE PLAN.” It is estimated that Shareholders will pay 0.75% of the net asset value of the Class A Shares for marketing and distribution expenses, and 0.01% and 0.17% of the net asset value of the Class A Shares and Class I Shares, respectively, for shareholder servicing expenses. In addition to the Fund’s direct expenses, the Fund indirectly bears a pro-rata share of the expenses of the Private Investment Vehicles. Private Investment Vehicles generally charge, in addition to management fees calculated as a percentage of the average NAV of the Fund’s investment, performance-based fees generally from 12.50% to 20% of the net capital appreciation in the Private Investment Vehicle’s investment for the year or other measurement period, subject to loss carryforward provisions, as set forth in the respective Private Investment Vehicles’ offering documents. 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 Private Investment Vehicles, which fluctuates over time. In addition, the Fund’s portfolio changes from time to time, which will result in different Acquired Fund Fees and Expenses. Based on estimates for the current fiscal year. Total 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 Private Investment Vehicle level, as required to be disclosed in the above table; and (ii) the current expenses of the Fund. The Investment Adviser has entered into an expense limitation and reimbursement agreement (the “Expense Limitation and Reimbursement Agreement”) with the Fund, whereby the Investment Adviser has agreed to waive fees that it would otherwise have been paid, and/or to assume expenses of the Fund (a “Waiver”), if required to ensure the Total Annual Expenses (excluding any taxes, leverage interest, brokerage commissions, dividend and interest expenses on short sales, acquired fund fees and expenses (as determined in accordance with SEC Form N-2), expenses incurred in connection with any merger or reorganization, and extraordinary expenses, such as litigation expenses) do not exceed 2.40% and 1.65% of the average daily net assets of Class A Shares and Class I Shares, respectively (the “Expense Limit”) through April 29, 2027. Thereafter, the Expense Limitation and Reimbursement Agreement will automatically renew for consecutive one-year terms unless terminated by the Fund or the Investment Adviser upon 30 days’ advance written notice. For a period not to exceed three years from the date on which a Waiver is made, the Investment 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. Because taxes, leverage interest, brokerage commissions, dividend and interest expenses on short sales, acquired fund fees and expenses, expenses incurred in connection with any merger or reorganization, and extraordinary expenses are excluded from the Expense Limit, Total Annual Expenses (after fee waivers and expense reimbursements) are expected to exceed 2.40% and 1.65% for the Class A Shares and Class I Shares, respectively. Net Annual Expenses do not correlate to the “ratio of expenses to average net assets” provided in the Financial Highlights.