0002128647 2026-11-09 2026-11-09 0002128647 dei:BusinessContactMember 2026-11-09 2026-11-09 0002128647 CIK0002128647:ClassFSharesMember 2026-11-09 2026-11-09 0002128647 CIK0002128647:ClassISharesMember 2026-11-09 2026-11-09 0002128647 CIK0002128647:MinimalCapitalizationRiskMember 2026-11-09 2026-11-09 0002128647 CIK0002128647:LimitedOperatingHistoryMember 2026-11-09 2026-11-09 0002128647 CIK0002128647:AllocationRiskMember 2026-11-09 2026-11-09 0002128647 CIK0002128647:IssuerAndNonDiversificationRiskMember 2026-11-09 2026-11-09 0002128647 CIK0002128647:LiquidityRiskMember 2026-11-09 2026-11-09 0002128647 CIK0002128647:ManagementRiskMember 2026-11-09 2026-11-09 0002128647 CIK0002128647:GeneralMarketConditionsRiskMember 2026-11-09 2026-11-09 0002128647 CIK0002128647:ChangesInTradeNegotiationsRiskMember 2026-11-09 2026-11-09 0002128647 CIK0002128647:HighlyVolatileMarketsRiskMember 2026-11-09 2026-11-09 0002128647 CIK0002128647:LegislationAndRegulatoryRiskMember 2026-11-09 2026-11-09 0002128647 CIK0002128647:MarketDisruptionsRiskMember 2026-11-09 2026-11-09 0002128647 CIK0002128647:USDebtCeilingAndBudgetDeficitRisksMember 2026-11-09 2026-11-09 0002128647 CIK0002128647:CorrelationRiskMember 2026-11-09 2026-11-09 0002128647 CIK0002128647:RepurchasePolicyRisksMember 2026-11-09 2026-11-09 0002128647 CIK0002128647:DistributionPolicyRiskMember 2026-11-09 2026-11-09 0002128647 CIK0002128647:PortfolioTurnoverRiskMember 2026-11-09 2026-11-09 0002128647 CIK0002128647:CybersecurityRiskMember 2026-11-09 2026-11-09 0002128647 CIK0002128647:StructuredProductsRiskMember 2026-11-09 2026-11-09 0002128647 CIK0002128647:UseOfLeverageByTheFundMember 2026-11-09 2026-11-09 0002128647 CIK0002128647:FixedIncomeRiskMember 2026-11-09 2026-11-09 0002128647 CIK0002128647:HighYieldAndUnratedSecuritiesRiskMember 2026-11-09 2026-11-09 0002128647 CIK0002128647:InterestsRateRiskMember 2026-11-09 2026-11-09 0002128647 CIK0002128647:InflationDeflationRiskMember 2026-11-09 2026-11-09 0002128647 CIK0002128647:ForeignSecuritiesMember 2026-11-09 2026-11-09 0002128647 CIK0002128647:DerivativesRiskMember 2026-11-09 2026-11-09 0002128647 CIK0002128647:CashAndCashEquivalentsRiskMember 2026-11-09 2026-11-09 0002128647 CIK0002128647:USGovernmentSecuritiesRiskMember 2026-11-09 2026-11-09 0002128647 CIK0002128647:RiskOfInvestingInOtherFundsMember 2026-11-09 2026-11-09 0002128647 CIK0002128647:TaxRiskMember 2026-11-09 2026-11-09 0002128647 CIK0002128647:AllocationOfInvestmentOpportunitiesRiskMember 2026-11-09 2026-11-09 iso4217:USD shares pure false 0002128647 N-2 N-2 Third Lake Partners Alternative Yield Strategy Fund 1600 East 8th Avenue Suite A132-A Tampa FL 33605 (813) 497-8100 Terrence Davis, Esq. & Tanya Boyle, Esq. 1201 West Peachtree Street Suite 2900 Atlanta GA 30309 As soon as practicable after the effective date of this Registration Statement. false true false false false false false true 2026-11-10 false false false false false false true false true false No false true <table cellpadding="0" cellspacing="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom; background-color: #D5DCE4"> <td style="width: 74%; padding-top: 0.05in; padding-bottom: 0.05in; padding-left: 4.5pt">Shareholder Transaction Expenses</td> <td id="xdx_491_20261109__20261109__us-gaap--StatementClassOfStockAxis__custom--ClassFSharesMember_zKaUW7XXPFV3" style="width: 13%; padding-top: 0.05in; padding-bottom: 0.05in; text-align: right">Class F</td> <td id="xdx_497_20261109__20261109__us-gaap--StatementClassOfStockAxis__custom--ClassISharesMember_zNQzAx6acGEc" style="padding: 4pt; width: 13%; text-align: right">Class I</td></tr> <tr id="xdx_404_ecef--SalesLoadPercent_dn_znMRanaQNTMd"> <td style="vertical-align: bottom; padding-top: 0.05in; padding-bottom: 0.05in; padding-left: 31.5pt; text-indent: -9pt">Maximum Sales Load (as a percent of offering price)</td> <td style="vertical-align: bottom; padding-top: 0.05in; padding-bottom: 0.05in; text-align: right">None</td> <td style="padding: 4pt; vertical-align: top; text-align: right">None</td></tr> <tr id="xdx_407_ecef--DividendReinvestmentAndCashPurchaseFees_dn_z0VtAuD8x209"> <td style="vertical-align: bottom; padding-top: 0.05in; padding-bottom: 0.05in; padding-left: 31.5pt; text-indent: -9pt">Dividend Reinvestment Plan Fees</td> <td style="vertical-align: bottom; padding-top: 0.05in; padding-bottom: 0.05in; text-align: right">None</td> <td style="padding: 4pt; vertical-align: top; text-align: right">None</td></tr> <tr id="xdx_400_ecef--OtherTransactionExpensesPercent_dn_z1bDSwDiCZS9"> <td style="vertical-align: bottom; padding-top: 0.05in; padding-bottom: 0.05in; padding-left: 31.5pt; text-indent: -9pt">Contingent Deferred Sales Charge</td> <td style="vertical-align: bottom; padding-top: 0.05in; padding-bottom: 0.05in; text-align: right">None</td> <td style="padding: 4pt; vertical-align: top; text-align: right">None</td></tr> </table> 0 0 0 0 0 0 <table cellpadding="0" cellspacing="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="background-color: #D5DCE4"> <td style="vertical-align: bottom; padding-top: 0.05in; padding-bottom: 0.05in; padding-left: 31.5pt; text-indent: -27pt; width: 74%">Annual Expenses (as a percentage of net assets attributable to each class of shares)</td> <td id="xdx_498_20261109__20261109__us-gaap--StatementClassOfStockAxis__custom--ClassFSharesMember_zGN3KQfWFiRf" style="vertical-align: bottom; padding-top: 0.05in; padding-bottom: 0.05in; text-align: right; width: 13%"> </td> <td id="xdx_499_20261109__20261109__us-gaap--StatementClassOfStockAxis__custom--ClassISharesMember_zjAsWdhhR2Zj" style="padding: 4pt; vertical-align: top; text-align: right; width: 13%"> </td></tr> <tr id="xdx_40A_ecef--ManagementFeesPercent_dp_zzAELUSwjH69"> <td style="vertical-align: bottom; padding-top: 0.05in; padding-bottom: 0.05in; padding-left: 31.5pt; text-indent: -9pt">Management Fees</td> <td style="vertical-align: bottom; padding-top: 0.05in; padding-bottom: 0.05in; text-align: right">0.95%</td> <td style="padding: 4pt; vertical-align: top; text-align: right">0.95%</td></tr> <tr id="xdx_400_ecef--OtherAnnualExpensesPercent_dp_zevdUgGfx4Z4"> <td style="vertical-align: bottom; padding-top: 0.05in; padding-bottom: 0.05in; padding-left: 31.5pt; text-indent: -9pt">Other Expenses 1</td> <td style="vertical-align: bottom; padding-top: 0.05in; padding-bottom: 0.05in; text-align: right">0.26%</td> <td style="padding: 4pt; vertical-align: top; text-align: right">0.26%</td></tr> <tr id="xdx_401_ecef--DividendExpenseOnPreferredSharesPercent_dpn_zRfNxntnGPo4"> <td style="vertical-align: bottom; padding-top: 0.05in; padding-bottom: 0.05in; padding-left: 49.5pt; text-indent: -27pt">Shareholder Servicing Fee</td> <td style="vertical-align: bottom; padding-top: 0.05in; padding-bottom: 0.05in; text-align: right">None</td> <td style="padding: 4pt; vertical-align: top; text-align: right">0.20%</td></tr> <tr id="xdx_40F_ecef--DistributionServicingFeesPercent_dpn_zaItU9m0Q2K3"> <td style="vertical-align: bottom; padding-top: 0.05in; padding-bottom: 0.05in; padding-left: 49.5pt; text-indent: -27pt">Distribution Fee</td> <td style="vertical-align: bottom; padding-top: 0.05in; padding-bottom: 0.05in; text-align: right">None</td> <td style="padding: 4pt; vertical-align: top; text-align: right">None</td></tr> <tr id="xdx_401_ecef--AcquiredFundFeesAndExpensesPercent_dp_zSwUf5UyfD86"> <td style="vertical-align: bottom; padding-top: 0.05in; padding-bottom: 0.05in; padding-left: 49.5pt; text-indent: -27pt">Acquired Fund Fees and Expenses2</td> <td style="vertical-align: bottom; padding-top: 0.05in; padding-bottom: 0.05in; text-align: right">0.01%</td> <td style="padding: 4pt; vertical-align: top; text-align: right">0.01%</td></tr> <tr id="xdx_402_ecef--TotalAnnualExpensesPercent_dp_zy03snjCaqOc"> <td style="vertical-align: bottom; padding-top: 0.05in; padding-bottom: 0.05in"> Total Annual Fund Operating Expenses</td> <td style="vertical-align: bottom; padding-top: 0.05in; padding-bottom: 0.05in"> 1.22%</td> <td style="padding: 4pt; vertical-align: top"> 1.42%</td></tr> </table> <table cellpadding="0" cellspacing="0" style="font: 9pt Times New Roman, Times, Serif; width: 100%; margin-top: 0; margin-bottom: 0"><tr style="vertical-align: top"> <td style="width: 0"></td><td style="width: 0.25in">1</td><td style="text-align: justify">Estimated for the current fiscal year. </td></tr></table> <table cellpadding="0" cellspacing="0" style="font: 9pt Times New Roman, Times, Serif; width: 100%; margin-top: 0; margin-bottom: 0"><tr style="vertical-align: top"> <td style="width: 0"></td><td style="width: 0.25in">2</td><td style="text-align: justify">Acquired Fund Fees and Expenses (“AFFE”) include an estimate of certain of the fees and expenses incurred indirectly by the Fund as a result of the Fund’s investment in shares of registered investment companies (including, short-term cash sweep vehicles). </td></tr></table> 0.0095 0.0095 0.0026 0.0026 0 0.0020 0 0 0.0001 0.0001 0.0122 0.0142 <table cellpadding="0" cellspacing="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr> <td style="padding: 4pt; vertical-align: top; width: 20%"> Share Class</td> <td id="xdx_48C_ecef--ExpenseExampleYear01_zvZhdJ80o4Ce" style="vertical-align: bottom; width: 20%; padding-top: 0.05in; padding-bottom: 0.05in"> 1 Year</td> <td id="xdx_48D_ecef--ExpenseExampleYears1to3_zpsRhuSChDZ2" style="vertical-align: bottom; width: 20%; padding-top: 0.05in; padding-bottom: 0.05in"> 3 Years</td> <td id="xdx_48B_ecef--ExpenseExampleYears1to5_zV8XhCnOsEE4" style="padding: 4pt; vertical-align: top; width: 20%"> 5 Years</td> <td id="xdx_48D_ecef--ExpenseExampleYears1to10_zSPvdTcRvx2b" style="padding: 4pt; vertical-align: top; width: 20%"> 10 Years</td></tr> <tr id="xdx_419_20261109__20261109__us-gaap--StatementClassOfStockAxis__custom--ClassFSharesMember_zXV8tTh0apU6"> <td style="padding: 4pt; vertical-align: top"> Class F</td> <td style="vertical-align: bottom; padding-top: 0.05in; padding-bottom: 0.05in"> $12</td> <td style="vertical-align: top; padding-top: 0.05in; padding-bottom: 0.05in"> $39</td> <td style="padding: 4pt; vertical-align: top"> $67</td> <td style="padding: 4pt; vertical-align: top"> $148</td></tr> <tr id="xdx_417_20261109__20261109__us-gaap--StatementClassOfStockAxis__custom--ClassISharesMember_zLcOBoP53Dp1"> <td style="padding: 4pt; vertical-align: top"> Class I</td> <td style="vertical-align: bottom; padding-top: 0.05in; padding-bottom: 0.05in"> $14</td> <td style="vertical-align: top; padding-top: 0.05in; padding-bottom: 0.05in"> $45</td> <td style="padding: 4pt; vertical-align: top"> $78</td> <td style="padding: 4pt; vertical-align: top"> $170</td></tr> </table> 12 39 67 148 14 45 78 170 INVESTMENT OBJECTIVE, POLICIES AND STRATEGIES Investment Objective and Policies The Fund’s investment objective is to seek to generate yield while preserving capital. The Fund pursues its investment objective by investing primarily in equity-linked structured notes. Structured notes are a segment of the capital markets that combines a debt security with exposure to an underlying asset or assets. Structured notes are not a direct investment in the underlying asset or assets. Structured notes are issued by financial institutions as senior unsecured debt securities of the issuer. The Fund expects the structured notes in which it invests to be primarily income and yield-focused, equity-linked structured notes that are based on the performance of underlying domestic and foreign equities or equity indices. The Fund sources structured notes from multiple investment grade issuers to provide the Fund with a wide range of investment and issuer exposures. The Adviser will consider a variety of factors when selecting securities for the Fund’s portfolio, including predicted and actual volatility, correlation (the statistical relationship between the return of securities), prevailing interest rates, existing and potential future income streams, the extent of downside protection, exposure to issuers, asset classes and sectors, credit quality of issuers, and prevailing market outlook, as well as other relevant technical indicators (e.g., moving averages, momentum and liquidity). The Adviser employs a systematic portfolio construction process in an effort to design a fully-diversified and laddered portfolio of structured notes. The Adviser may also employ an active management overlay, at its discretion, in order to reduce portfolio volatility and further mitigate risk of loss through tactical portfolio adjustments, while opportunistically trading into changing market environments. The Fund’s investment strategy may result in high portfolio turnover. High portfolio turnover may also result from generating liquidity for the Fund’s portfolio holdings to meet the Fund’s quarterly repurchase obligations. The Adviser will sell the Fund’s securities when it is in the best interest of the Fund and its shareholders to do so without regard to the length of time they have been held. While the underlying asset(s) of the structured notes can be a stock or an equity index, the Fund will primarily invest in notes linked to broad-based U.S. and developed market equity indices such as the S&P 500, NASDAQ 100, Russell 2000, Euro STOXX 50, or Nikkei 225. The underlying assets of the Fund’s structured notes will be primarily focused on public equity market indices across various regions and/or geographies. The Fund does not intend to focus on any particular sector or industry. While the Fund intends to generate yield from these underlying equity indices, any potential payments from the Fund’s structured notes will depend on the credit risk of the applicable issuer of such structured notes. Enhanced Yield Notes The Fund will opportunistically seek investments in enhanced yield notes that provide contingent coupon income generated from an underlying asset class with varying levels of contingent downside protection, measured at periodic observation dates (i.e., coupon barrier) and at time of maturity (i.e., principal barrier). Enhanced yield notes are typically linked to the performance of an underlying asset or index through a reference mechanism such as derivative contracts. If the value of the underlying asset or index is greater than or equal to a pre-set coupon barrier at the periodic observation date (typically quarterly), the enhanced yield note will pay a coupon payment equal to the pro-rated portion of the per annum coupon rate. Enhanced yield notes often include protections in the form of a principal barrier designed to help mitigate downside risk and limit potential losses. Principal barriers are predetermined thresholds, typically expressed as a percentage, which provides investors with contingent protection against losses. A principal barrier is commonly linked with contingent protection—often termed “soft protection”—meaning if the value of the underlying asset or index falls below the principal barrier level at maturity, the investor's principal investment is fully at risk. Cash Equivalents and Other Fixed Income Investments To generate yield while the Adviser identifies attractive investment opportunities in structured notes, the Fund may invest, either as individual securities or through ETFs, in cash and cash equivalents, such as money market instruments, U.S. government securities, other high-quality debt instruments, and other fixed income investments, such as high yield fixed-income securities (often referred to as “junk bonds”). Investment Process The Adviser will consider a variety of factors when selecting securities for the Fund’s portfolio, including predicted and actual volatility, correlation (the statistical relationship between the return of securities), existing and potential future income streams, the extent of downside protection, exposure to issuers, asset classes and sectors, credit quality of issuers, as well as prevailing market outlook, and other relevant technical indicators (moving averages, momentum and liquidity). The Adviser selects the securities for the Fund’s portfolio with the goal of capturing the targeted benefits embedded in enhanced yield structured notes described below, with investments generally held until maturity. These maturities will typically range between 12 months and 36 months from the initial purchase date, with some investments offering an early redemption option based on the performance of specified financial indices or instruments and in some cases designating the issuers’ right to redeem all (but not less than all) of the structured notes at the early redemption amount, which typically equals the original principal plus any accrued, unpaid coupons. The types of structured notes selected may vary over time based on market conditions and the subjective assessment of the Adviser. The Adviser’s subjective assessment is determined by review and analysis of multiple indicators such as (i) market sentiment as observed through CBOE Volatility Index (VIX), the high-low index, the bullish percent index (BPI), and moving averages; (ii) economic indicators prepared by the Council of Economic Advisers for the Congressional Joint Economic Committee; (iii) the interest rates and the direction of the monetary policy as announced by the Federal Reserve, (iv) seasonal patterns established through analysis of historical financial market data; (v) the issuers’ creditworthiness, financial health, and capacity to repay debt, aimed at minimizing default risk for the issuers in conjunction with issuer ratings agency including S&P, Moody’s and Fitch; and (vi) macro and geopolitical research integrating global economic data with international political developments to help guide investment strategy. The Fund will invest in structured notes that are yield-focused and seek to generate income that is high, predictable and consistent while also providing meaningful contingent downside protection across changing market environments. Note coupon terms vary with market conditions and by issuer. The Adviser sets the terms of each structured note at the time the note is issued, exercising its discretion to customize those terms based on prevailing market conditions and the Fund’s portfolio composition at that time. Once a note is issued, its terms are fixed and do not change over the life of the note. As market conditions change over time, the Adviser may adjust the terms it selects for newly issued notes. For example, in periods of elevated equity market volatility, the Adviser is generally able to obtain more favorable terms for the Fund as a purchaser of yield—such as higher contingent coupon rates or more protective (lower) coupon and principal barrier levels—because the embedded options within the notes are priced more favorably to the Fund. Conversely, in periods of lower volatility, newly issued notes generally offer lower coupon rates or less protective barrier levels. Changes in prevailing interest rates, the credit spreads of the issuing counterparties, and the correlation among the underlying reference assets similarly influence the terms the Adviser selects for new issues. Because each note’s terms are fixed at issuance, the Fund’s portfolio at any given time reflects a laddered mix of notes issued across a range of market environments. The common terms the Adviser customizes are listed below: Yield Notes: <table cellpadding="0" cellspacing="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; margin-top: 0; margin-bottom: 0"><tr style="vertical-align: top"> <td style="width: 0.25in"></td><td style="width: 0.25in">•</td><td style="text-align: justify">Adjusting Coupon Barrier Level – usually between 25%-40% </td></tr></table> <table cellpadding="0" cellspacing="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; margin-top: 0; margin-bottom: 0"><tr style="vertical-align: top"> <td style="width: 0.25in"></td><td style="width: 0.25in">•</td><td style="text-align: justify">Adjusting Principal Barrier Level – usually between 25%-40% Adjusting Coupon Payment Frequency – usually quarterly</td></tr></table> <table cellpadding="0" cellspacing="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; margin-top: 0; margin-bottom: 0"><tr style="vertical-align: top"> <td style="width: 0.25in"></td><td style="width: 0.25in">•</td><td style="text-align: justify">Contingent or Fixed Coupon Payments – usually contingent coupons</td></tr></table> <table cellpadding="0" cellspacing="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; margin-top: 0; margin-bottom: 0"><tr style="vertical-align: top"> <td style="width: 0.25in"></td><td style="width: 0.25in">•</td><td style="text-align: justify">Adjusting Underlying asset(s) – usually 3 or fewer equity indexes or ETFs </td></tr></table> <table cellpadding="0" cellspacing="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; margin-top: 0; margin-bottom: 0"><tr style="vertical-align: top"> <td style="width: 0.25in"></td><td style="width: 0.25in">•</td><td style="text-align: justify">Adjusting Note Tenor – usually 12-36 months</td></tr></table> <table cellpadding="0" cellspacing="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; margin-top: 0; margin-bottom: 0"><tr style="vertical-align: top"> <td style="width: 0.25in"></td><td style="width: 0.25in">•</td><td style="text-align: justify">Adjusting Note Purchase Price – could be purchased below par value (e.g. 98.00%)</td></tr></table> Subsidiaries Certain investments of the Fund will be held in Single-Asset Subsidiaries. In addition, the Fund may engage in bank borrowings through a Financing Subsidiary, which may act as the borrower of one or more revolving credit facilities. The Subsidiaries are subject to the same investment restrictions as the Fund, when viewed on a consolidated basis. The principal investment strategies and principal investment risks of the Subsidiaries are the principal investment strategies and principal investment risks of the Fund as reflected in this Prospectus. The financial statements of the Subsidiaries are consolidated with those of the Fund. Because the Fund may invest a substantial portion of its assets in the Subsidiaries, which may hold some of the investments described in this Prospectus, the Fund may be considered to be investing indirectly in some of those investments through its Subsidiaries. For that reason, references to the Fund may also include the Subsidiaries. The Subsidiaries will be subject to the same investment restrictions and limitations, and follow the same compliance policies and procedures, as the Fund. The Fund complies with the provisions of the 1940 Act governing investment policies, capital structure and leverage on an aggregate basis with the Subsidiaries. In addition, the Subsidiaries comply with the provisions of the 1940 Act relating to affiliated transactions and custody. The Fund’s custodian also serves as the custodian to the Subsidiaries. The Adviser, who also serves in that role for the Subsidiaries, will also comply with the provisions of the 1940 Act regarding investment advisory contracts and are considered to be an investment adviser to the Fund under the 1940 Act. Leverage and Credit Facilities The Fund may utilize leverage, including borrowing from banks in an amount of up to 33 1/3% of the Fund’s consolidated assets (defined as net assets plus borrowing for investment purposes). The Fund is authorized to borrow money in connection with its investment activities, to satisfy repurchase requests from Fund shareholders, and to otherwise provide the Fund with liquidity. The Fund may enter into one or more Credit Facilities for the purpose of investment purchases and other liquidity requirements, subject to the limitations of the 1940 Act for borrowings. The Credit Facilities will be secured by the Fund’s assets. Other Information Regarding Investment Strategy The Fund may, from time to time, take defensive positions that are inconsistent with the Fund’s principal investment strategy in attempting to respond to adverse market, economic, political or other conditions. During such times, the Adviser may determine that the Fund should invest up to 100% of its assets in cash or cash equivalents, including money market instruments, prime commercial paper, repurchase agreements, Treasury bills and other short-term obligations of the U.S. Government, its agencies or instrumentalities. In these cases, the Fund may not achieve its investment objective. The Adviser may invest the Fund’s cash balances in any investments it deems appropriate. The Adviser expects that such investments will be made, without limitation and as permitted under the 1940 Act, in money market funds, repurchase agreements, U.S. Treasury and U.S. agency securities, municipal bonds and bank accounts. Any income earned from such investments is ordinarily reinvested by the Fund in accordance with its investment program. Many of the considerations entering into recommendations and decisions of the Adviser and the Fund’s Portfolio Manager (as defined below) are subjective. The Fund may engage in borrowings and the use of leverage in acquiring investments. The frequency and amount of portfolio purchases and sales (known as the “portfolio turnover rate”) will vary from year to year. It is anticipated that the Fund’s portfolio turnover rate will ordinarily be between 65% and 250%. The portfolio turnover rate is generally expected to exceed 100%, but may vary greatly from year to year and will not be a limiting factor when the Adviser deems portfolio changes appropriate. The Underlying Funds in which the Fund invests have limited liquidity, so it is not anticipated that the Fund will have high portfolio turnover. However, with the portion of its portfolio not invested in Underlying Funds, the Fund may engage in short-term trading strategies, and securities may be sold without regard to the length of time held when, in the opinion of the Adviser, investment considerations warrant such action. These policies may have the effect of increasing the annual rate of portfolio turnover of the Fund. Further, the Underlying Funds in which the Fund invests may experience high rates of portfolio turnover to the extent their holdings are liquid. High rates of portfolio turnover in the Underlying Funds may negatively impact their returns and, thus, negatively impact the returns of the Fund. Higher rates of portfolio turnover would likely result in higher brokerage commissions and may generate short-term capital gains taxable as ordinary income. If securities are not held for the applicable holding periods, dividends paid on them will not qualify for the advantageous federal tax rates. See “Tax Status” in the Fund’s SAI. Fundamental Policies The Fund’s stated fundamental policies, which may only be changed by the affirmative vote of a majority of the outstanding voting securities of the Fund (the shares), are listed below. For the purposes of this prospectus, “majority of the outstanding voting securities of the Fund” means the vote, at an annual or special meeting of shareholders, duly called, (a) of 67% or more of the shares present at such meeting, if the holders of more than 50% of the outstanding shares are present or represented by proxy; or (b) of more than 50% of the outstanding shares, whichever is less. The Fund may not: (1) Borrow money, except to the extent permitted by the Investment Company Act of 1940, as amended (the “1940 Act”) (which currently limits borrowing to no more than 33 1/3% of the value of the Fund’s total assets, including the value of the assets purchased with the proceeds of its indebtedness, if any). The Fund may borrow for investment purposes, for temporary liquidity, or to finance repurchases of its shares. (2) Issue senior securities, except to the extent permitted by Section 18 of the 1940 Act (which currently limits the issuance of a class of senior securities that is indebtedness to no more than 33 1/3% of the value of the Fund’s total assets or, if the class of senior security is stock, to no more than 50% of the value of the Fund’s total assets). (3) Purchase securities on margin, but may sell securities short and write call options. (4) Underwrite securities of other issuers, except insofar as the Fund may be deemed an underwriter under the Securities Act of 1933, as amended (the “Securities Act”) in connection with the disposition of its portfolio securities. The Fund may invest in restricted securities (those that must be registered under the Securities Act before they may be offered or sold to the public) to the extent permitted by the 1940 Act. (5) Invest more than 25% of the market value of its assets in the securities of companies or entities engaged in any one industry. This limitation does not apply to investment in the securities of the U.S. Government, its agencies or instrumentalities, as well as to investments in investment companies that primarily invest in such securities. (6) Purchase or sell commodities, commodity contracts, including commodity futures contracts, unless acquired as a result of ownership of securities or other investments, except that the Fund may invest in securities or other instruments backed by or linked to commodities, and invest in companies that are engaged in a commodities business or have a significant portion of their assets in commodities, and may invest in commodity pools and other entities that purchase and sell commodities and commodity contracts. (7) Purchase or sell real estate unless acquired as a result of ownership of securities or other instruments (but this restriction shall not prevent the Fund from investing in securities of companies engaged in the real estate business or securities or other instruments backed by real estate or mortgages), or commodities or commodity contracts. (8) Make loans to others, except (a) through the purchase of debt securities in accordance with its investment objectives and policies, (b) to the extent the entry into a repurchase agreement is deemed to be a loan, and (c) by loaning portfolio securities. (9) In addition, the Fund has adopted a fundamental policy that it will make quarterly repurchase offers for no less than for 5% of the shares outstanding at NAV less any repurchase fee, unless suspended or postponed in accordance with regulatory requirements, and each repurchase pricing shall occur no later than the 14th day after the Repurchase Request Deadline, or the next business day if the 14th is not a business day. If a restriction on a Fund’s investments is adhered to at the time an investment is made, a subsequent change in the percentage of Fund assets invested in certain securities or other instruments, or change in average duration of a Fund’s investment portfolio, resulting from changes in the value of a Fund’s total assets, will not be considered a violation of the restriction; provided, however, that the asset coverage requirement applicable to borrowings shall be maintained in the manner contemplated by applicable law. There is no assurance what portion, if any, of the Fund’s investments will qualify for the reduced federal income tax rates applicable to qualified dividends under the Code. As a result, there can be no assurance as to what portion of the Fund’s distributions will be designated as qualified dividend income. See “U.S. Federal Income Tax Matters.” RISK FACTORS An investment in the Fund’s shares is subject to risks. The value of the Fund’s investments will increase or decrease based on changes in the prices of the investments it holds. This will cause the value of the Fund’s shares to increase or decrease. You could lose money by investing in the Fund. By itself, the Fund does not constitute a balanced investment program. Before investing in the Fund you should consider carefully the following risks. There may be additional risks that the Fund does not currently foresee or consider material. You may wish to consult with your legal or tax advisers before deciding whether to invest in the Fund. Risks Related to an Investment in the Fund Minimal Capitalization Risk. The Fund is not obligated to raise any specific amount of capital prior to commencing operations. There is a risk that the amount of capital actually raised by the Fund through the offering of its shares may be insufficient to achieve profitability or allow the Fund to realize its investment objective. An inability to raise additional capital may adversely affect the Fund’s financial condition, liquidity and results of operations, as well as its compliance with regulatory requirements. Limited Operating History. The Fund is a closed-end investment company with a limited history of operations. The Fund may not be able to achieve its investment objective, including as a result of inopportune market or economic conditions. Allocation Risk. The ability of the Fund to achieve its investment objective depends, in part, on the ability of the Adviser to allocate effectively the Fund’s assets among the various securities in which the Fund invests. There can be no assurance that the actual allocations will be effective in achieving the Fund’s investment objective or delivering positive returns. Issuer and Non-Diversification Risk. Specific securities can be more volatile than the market as a whole and can perform differently from the value of the market as a whole. As a non-diversified fund, the Fund may invest more than 5% of its total assets in the securities of one or more issuers. The Fund’s performance may be more sensitive to any single economic, business, political or regulatory occurrence than the value of shares of a diversified investment company. The value of an issuer’s securities that are held in the Fund’s portfolio may decline for a number of reasons which directly relate to the issuer, such as management performance, financial leverage and reduced demand for the issuer’s goods and services. Liquidity Risk. The Fund is a closed-end investment company structured as an “interval fund” and designed for long-term investors. Unlike many closed-end investment companies, the Fund’s shares are not listed on any securities exchange and are not publicly traded. There currently is no secondary market for the shares and the Adviser does not expect that a secondary market will develop. Limited liquidity is provided to shareholders only through the Fund’s quarterly repurchase offers for no less than 5% of the Fund’s shares outstanding at NAV. 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 investments are also subject to liquidity risk. Liquidity risk exists when particular investments of the Fund would be difficult to purchase or sell, possibly preventing the Fund from selling such illiquid securities at an advantageous time or price, or possibly requiring the Fund to dispose of other investments at unfavorable times or prices in order to satisfy its obligations. Funds with principal investment strategies that involve securities of companies with smaller market capitalizations, derivatives or securities with substantial market and/or credit risk tend to have the greatest exposure to liquidity risk. Management Risk. The NAV of the Fund changes daily based on the performance of the securities in which it invests. The Adviser’s judgment about the attractiveness, value and potential appreciation of a particular investment and securities in which the Fund invests may prove to be incorrect and may not produce the desired results. General Market Conditions Risk – An investment in shares is subject to investment risk, including the possible loss of the entire principal amount invested. An investment in 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. The value of your shares at any point in time may be worth less than the value of your original investment, even after taking into account any reinvestment of distributions. The Fund may also use leverage, which would magnify the Fund’s investment, market and certain other risks. All investments involve risks, including the risk that the entire amount invested may be lost. No guarantee or representation is made that the Fund’s investment objectives will be achieved. The Fund may utilize investment techniques, such as leverage, which can in certain circumstances increase the adverse impact to which the Fund’s investment portfolio may be subject. Changes in Trade Negotiations Risk. In recent years, the U.S. government has indicated its intent to alter its approach to international trade policy and in some cases to renegotiate, or potentially terminate, certain existing bilateral or multi-lateral trade agreements and treaties with foreign countries, and has made proposals and taken actions related thereto. Tariffs on imported goods could further increase costs, decrease margins, reduce the competitiveness of products and services offered by current and future portfolio companies and adversely affect the revenues and profitability of portfolio companies whose businesses rely on goods imported from such impacted jurisdictions. Highly Volatile Markets Risk. The prices of instruments in which the Fund may invest are influenced by numerous factors, including interest rates, currency rates, default rates, governmental policies and political and economic events (both domestic and global). Moreover, political or economic crises, or other events may occur that can be highly disruptive to the markets in which the Fund may invest. In addition, governments from time to time intervene (directly and by regulation), which intervention may adversely affect the performance of the Fund and its investment activities. The Fund is also subject to the risk of a temporary or permanent failure of the exchanges and other markets on which its investments may trade. Sustained market turmoil and periods of heightened market volatility make it more difficult to produce positive trading results, and there can be no assurance that the Fund’s strategies will be successful in such markets. Legislation and Regulatory Risk. New or amended regulations may be imposed by the Commodity Futures Trading Commission (the “CFTC”), the SEC, the Federal Reserve, the European Union (the “EU”) or other financial regulators, other governmental or intergovernmental regulatory authorities or self-regulatory organizations that supervise the financial markets, and could adversely affect the Fund. In particular, the CFTC and the SEC are empowered to promulgate a variety of new rules pursuant to recently enacted financial reform legislation in the United States. The Fund also may be adversely affected by changes in the enforcement or interpretation of statutes and rules by these regulatory authorities or self-regulatory organizations. Market Disruptions Risk. The Fund may incur major losses in the event of market disruptions and other extraordinary events in which historical pricing relationships become materially distorted. The risk of loss from pricing distortions is compounded by the fact that in disrupted markets many positions become illiquid, making it difficult or impossible to close out positions against which the markets are moving. Market disruptions caused by unexpected political, military and terrorist events may from time to time cause dramatic losses for the Fund and such events can result in otherwise historically low-risk strategies performing with unprecedented volatility and risk. U.S. Debt Ceiling and Budget Deficit Risks. U.S. debt ceiling and budget deficit concerns have increased the possibility of additional credit-rating downgrades and economic slowdowns, or a recession in the United States. Although U.S. lawmakers have historically passed legislation to raise the federal debt ceiling on multiple occasions, ratings agencies have lowered or threatened to lower the long-term sovereign credit rating on the United States. In August 2023, Fitch Ratings Inc., downgraded the U.S. credit rating to AA+ from AAA, citing fiscal deterioration over the next three years and close encounters with default due to ongoing political dysfunction. The impact of a U.S. default on its obligations or any further downgrades to the U.S. government’s sovereign credit rating or its perceived creditworthiness could adversely affect the U.S. and global financial markets and economic conditions. In addition, disagreement over the federal budget has caused the U.S. federal government to shut down for periods of time. Continued adverse political and economic conditions could have a material adverse effect on the Fund’s business, financial condition and results of operations. Correlation Risk. The Fund seeks to produce returns that are less correlated to the broader financial markets over time. Although the prices of equity securities and fixed income securities, as well as other asset classes, often rise and fall at different times so that a fall in the price of one may be offset by a rise in the price of the other, in down markets the prices of these securities and asset classes can also fall in tandem. Because the Fund allocates its investments among different asset classes, the Fund is subject to correlation risk. Repurchase Policy Risks. Quarterly repurchases by the Fund of its shares typically will be funded from available cash or sales of portfolio securities. However, payment for repurchased shares may require the Fund to liquidate portfolio holdings earlier than the Adviser otherwise would liquidate such holdings, potentially resulting in losses, and may increase the Fund’s portfolio turnover. The Adviser may take measures to attempt to avoid or minimize such potential losses and turnover, and instead of liquidating portfolio holdings, may borrow money to finance repurchases of shares. If the Fund borrows to finance repurchases, interest on any such borrowing will negatively affect shareholders who do not tender their shares in a repurchase offer by increasing the Fund’s expenses and reducing any net investment income. To the extent the Fund finances repurchase proceeds by selling investments, the Fund may hold a larger proportion of its net assets in less liquid securities. Also, the sale of securities to fund repurchases could reduce the market price of those securities, which in turn would reduce the Fund’s NAV. To the extent a liquid secondary market does not exist for the Fund’s portfolio securities at a time when the Fund may need to sell its portfolio securities to fund repurchases, the Fund may be required to sell its investments at unfavorable prices, which could reduce the Fund’s NAV and adversely affect both tendering and remaining shareholders. There can be no assurance that the Fund will be able to sell its portfolio securities at favorable prices, or at all, particularly during periods of market stress or disruption. Repurchase of shares will tend to reduce the amount of outstanding shares and, depending upon the Fund’s investment performance, its net assets. A reduction in the Fund’s net assets may increase the Fund’s expense ratio, to the extent that additional shares are not sold. In addition, the repurchase of shares by the Fund may be a taxable event to shareholders. If shareholders tender for repurchase more than the Repurchase Offer Amount for a given repurchase offer, the Fund will repurchase the shares on a pro rata basis, so shareholders may not be able to tender as many shares as they would like during any quarterly repurchase offer. Distribution Policy Risk. The Fund’s distribution policy is to make quarterly distributions to shareholders. All or a portion of a distribution may consist solely of a return of capital (i.e. from your original investment) and not a return of net profit. Shareholders should not assume that the source of a distribution from the Fund is net profit. Shareholders should note that return of capital will reduce the tax basis of their shares and potentially increase the taxable gain, if any, upon disposition of their shares. Portfolio Turnover Risk. The Adviser will sell the Fund’s securities when it is in the best interest of the Fund and its shareholders to do so without regard to the length of time they have been held. High portfolio turnover may cause the Fund to incur additional operating expenses, brokerage commissions, and other costs, which would reduce performance. Trading activity could also cause shareholders to incur a higher level of taxable income or capital gains. Cybersecurity Risk. Cybersecurity refers to the combination of technologies, processes and procedures established to protect information technology systems and data from unauthorized access, attack or damage. The Fund and its affiliates and third-party service providers are subject to cybersecurity risks. Cybersecurity risks have significantly increased in recent years and the Fund could suffer such losses in the future. The Fund’s and its affiliates’ and third-party service providers’ computer systems, software, and networks may be vulnerable to unauthorized access, computer viruses or other malicious code, and other events that could have a security impact. If one or more of such events occur, this potentially could jeopardize confidential and other information, including nonpublic personal information and sensitive business data, processed and stored in, and transmitted through, computer systems and networks, or otherwise cause interruptions or malfunctions in the Fund’s operations or the operations of their respective affiliates and third-party service providers. This could result in significant losses, reputational damage, litigation, regulatory fines or penalties, or otherwise adversely affect the Fund’s business, financial condition or results of operations. Privacy and information security laws and regulation changes, and compliance with those changes, may result in cost increases due to system changes and the development of new administrative processes. In addition, the Fund may be required to expend significant additional resources to modify the Fund’s protective measures and to investigate and remediate vulnerabilities or other exposures arising from operational and security risks. Risks Related to the Fund’s Investments Structured Products Risk. The Fund will primarily invest in structured notes. Among other risks, the products (i) are subject to the risks associated with the underlying assets; (ii) are subject to the credit risk of the issuer; (iii) will often be leveraged, which will generally magnify the opportunities for gain and risk of loss; (iv) are highly complex, which may cause disputes as to their terms and impact the valuation and liquidity of such positions; and (v) often contain significant obstacles to asserting “putback” or similar claims against the products. <table cellpadding="0" cellspacing="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; margin-top: 0; margin-bottom: 0"><tr style="vertical-align: top"> <td style="width: 0.75in"></td><td style="width: 0.25in">·</td><td style="text-align: justify">Risk of Loss at Maturity. The Notes differ from ordinary debt securities in that the issuer will not necessarily pay the full principal amount of the notes at maturity. If the notes are not called, the issuer will repay the Fund the principal amount of the notes in cash only if the final price of the underlying asset is equal to or greater than the trigger price and will only make such payment at maturity. If the notes are not called and the final price is less than the trigger price, the Fund will be exposed to the negative underlying return and lose a significant portion or all of its initial investment in an amount proportionate to the decline in the price of the underlying asset. </td></tr></table> <table cellpadding="0" cellspacing="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; margin-top: 0; margin-bottom: 0"><tr style="vertical-align: top"> <td style="width: 0.75in"></td><td style="width: 0.25in">·</td><td style="text-align: justify">Contingent Repayment of the Fund’s Principal Applies Only at Maturity. The Fund expects to hold the notes to maturity. If the Fund is able to sell its notes prior to maturity in the secondary market, it may have to sell them at a loss relative to its initial investment even if the then-current underlying asset price is equal to or greater than the trigger price at that time. </td></tr></table> <table cellpadding="0" cellspacing="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; margin-top: 0; margin-bottom: 0"><tr style="vertical-align: top"> <td style="width: 0.75in"></td><td style="width: 0.25in">·</td><td style="text-align: justify">The Fund May Not Receive Any Contingent Coupons. The issuer will not necessarily pay periodic contingent coupons on the notes. If the closing price of the underlying asset on an observation date is less than the coupon barrier, the issuer will not pay the Fund the contingent coupon applicable to such observation date. If the closing price of the underlying asset is less than the coupon barrier on each of the observation dates, the issuer will not pay the Fund any contingent coupons during the term of, and you will not receive a positive return on, the notes. Generally, this non-payment of the contingent coupon coincides with a period of greater risk of principal loss on the notes. </td></tr></table> <table cellpadding="0" cellspacing="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; margin-top: 0; margin-bottom: 0"><tr style="vertical-align: top"> <td style="width: 0.75in"></td><td style="width: 0.25in">·</td><td style="text-align: justify">The Fund’s Potential Return on the Notes is Limited and It Will Not Participate in any Appreciation of the Underlying Asset. The return potential of the notes is limited to the contingent coupon rate, regardless of the appreciation of the underlying asset. In addition, the total return on the notes will vary based on the number of observation dates on which the requirements of the contingent coupon have been met prior to maturity or an automatic or issuer discretionary call. Further, if the notes are called due to the automatic call issuer discretionary call feature, you will not receive any contingent coupons or any other payment in respect of any observation dates after the applicable call settlement date. Since the notes could be called as early as the first observation date, the total return on the Notes could be minimal. If the notes are not called, you will not participate in any appreciation in the price of the underlying asset even though you will be subject to the underlying asset’s risk of decline. As a result, the return on an investment in the notes could be less than the return on a direct investment in the underlying asset. </td></tr></table> <table cellpadding="0" cellspacing="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; margin-top: 0; margin-bottom: 0"><tr style="vertical-align: top"> <td style="width: 0.75in"></td><td style="width: 0.25in">·</td><td style="text-align: justify">Higher Contingent Coupon Rates are Generally Associated with a Greater Risk of Loss. Greater expected volatility with respect to the underlying asset reflects a higher expectation as of the trade date that the price of such underlying asset could close below its trigger price on the final valuation date of the notes. This greater expected risk will generally be reflected in a higher contingent coupon rate for that note. However, an underlying asset’s volatility can change significantly over the term of the notes and the price of the underlying asset for your notes could fall sharply, which could result in a significant loss of principal. </td></tr></table> <table cellpadding="0" cellspacing="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; margin-top: 0; margin-bottom: 0"><tr style="vertical-align: top"> <td style="width: 0.75in"></td><td style="width: 0.25in">·</td><td style="text-align: justify">Reinvestment Risk. The notes will be called automatically if the closing price of the underlying asset is equal to or greater than the initial price on any observation date. The issuer may call the notes, in whole and not in part, for mandatory redemption on any potential redemption date at the sole discretion of the issuer. In the event that the notes are called prior to maturity, there is no guarantee that you will be able to reinvest the proceeds from an investment in the notes at a comparable rate of return for a similar level of risk. To the extent you are able to reinvest such proceeds in an investment comparable to the notes, you will incur transaction costs and the original issue price for such an investment is likely to include certain built-in costs such as issuer profit concessions and hedging costs.</td></tr></table> <table cellpadding="0" cellspacing="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; margin-top: 0; margin-bottom: 0"><tr style="vertical-align: top"> <td style="width: 0.75in"></td><td style="width: 0.25in">·</td><td style="text-align: justify">Greater Expected Volatility Generally Indicates an Increased Risk of Loss at Maturity. “Volatility” refers to the frequency and magnitude of changes in the price of the underlying asset. The greater the expected volatility of the underlying asset as of the trade date, the greater the expectation is as of the trade date that the closing price of the underlying asset could be less than the coupon barrier on any observation date and that the final price of the underlying asset could be less than the trigger price on the final valuation date and, as a consequence, indicates an increased risk of loss. However, the underlying asset’s volatility can change significantly over the term of the notes, and a relatively lower coupon barrier and/or trigger price may not necessarily indicate that the notes have a greater likelihood of a return of principal at maturity. You should be willing to accept the downside market risk of the underlying asset and the potential to lose a significant portion or all of your initial investment. </td></tr></table> <table cellpadding="0" cellspacing="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; margin-top: 0; margin-bottom: 0"><tr style="vertical-align: top"> <td style="width: 0.75in"></td><td style="width: 0.25in">·</td><td style="text-align: justify">Issuer Credit Risk. The structured notes in which the Fund invests are subject to credit risk because the issuer of a structured note may default on its obligations under the structured notes. If an issuer of a structured note defaults, the underlying derivatives of the structured note may have a positive return; however, the structured note would still lose its value. The value of the Fund’s shares is dependent upon the performance of the assets in its portfolio, so such a default could lead to a decline in the value of your shares of the Fund.</td></tr></table> <table cellpadding="0" cellspacing="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; margin-top: 0; margin-bottom: 0"><tr style="vertical-align: top"> <td style="width: 0.75in"></td><td style="width: 0.25in">·</td><td style="text-align: justify">General Credit Risk. The Fund is subject to significant credit risk (i.e., the risk that an issuer or borrower will default in the payment of principal and/or interest on an instrument) in light of its investment strategy. Credit risk also includes the risk that a counterparty to a derivatives transaction (e.g., a swap counterparty or futures commission merchant) will be unwilling or unable to meet its obligations. Financial strength and solvency of an issuer or borrower are the primary factors influencing credit risk. In addition, degree of subordination, lack or inadequacy of collateral or credit enhancement for a debt instrument may affect its credit risk. Investments in stressed or distressed companies inherently have more credit risk than do similar investments in other companies. The degree of credit risk associated with any particular Portfolio Investment or any collateral relating thereto may be difficult or impossible for the Adviser to determine within reasonable standards of predictability. The Adviser also expects to utilize various third parties that hold Fund assets (such as the prime broker) in implementing the Fund’s investment strategy, and the Fund will therefore also be subject to credit risk with respect to such entities. </td></tr></table> <table cellpadding="0" cellspacing="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; margin-top: 0; margin-bottom: 0"><tr style="vertical-align: top"> <td style="width: 0.75in"></td><td style="width: 0.25in">·</td><td style="text-align: justify">Credit Risk of the Issuer. The notes are unsubordinated, unsecured debt obligations of the issuer, and are not, either directly or indirectly, an obligation of any third party. Any payment to be made on the notes, including any repayment of principal,</td></tr></table> depends on the ability of the issuer to satisfy its obligations as they come due. As a result, the actual and perceived creditworthiness of the issuer may affect the market value of the notes and, in the event the issuer were to default on its obligations, you may not receive any amounts owed to you under the terms of the notes and you could lose your entire investment. Use of Leverage by the Fund. Although the Fund has the option to borrow, there are significant risks that may be assumed in connection with such borrowings. Investors in the Fund should consider the various risks of financial leverage, including, without limitation, the matters described below. There is no assurance that a leveraging strategy would be successful. Financial leverage involves risks and special considerations for shareholders including: (i) the likelihood of greater volatility of NAV of the shares than a comparable portfolio without leverage; (ii) the risk that fluctuations in interest rates on borrowings and short-term debt that the Fund must pay will reduce the return to the shareholders; (iii) the effect of financial leverage in a market experiencing rising interest rates, which would likely cause a greater decline in the NAV of the shares than if the Fund were not leveraged; and (iv) the potential for an increase in operating costs, which may reduce the Fund’s total return. In the event that the Fund would be required to sell assets at a loss, including in order to redeem or pay off any borrowing, such a sale would reduce the Fund’s NAV and may make it difficult for the NAV to recover. The Fund nevertheless may continue to use financial leverage if the Adviser expects that the benefits to the shareholders of maintaining the leveraged position likely would outweigh a resulting reduction in the current return. Certain types of borrowings by the Fund would result in the Fund being subject to covenants in credit agreements relating to asset coverage and Fund composition requirements that are more stringent than those currently imposed on the Fund by the 1940 Act. In addition, borrowings by the Fund may be made on a secured basis. The Custodian will then either segregate the assets securing the Fund’s borrowings for the benefit of the Fund’s lenders or arrangements will be made with a suitable sub-custodian. If the assets used to secure a borrowing decrease in value, the Fund may be required to pledge additional collateral to the lender in the form of cash or securities to avoid liquidation of those assets. In the event of a default, the lenders will have the right, through the Custodian, to redeem the Fund’s investments in underlying Investment Funds without consideration of whether doing so would be in the best interests of the Fund’s shareholders. The rights of any lenders to the Fund to receive payments of interest on and repayments of principal of borrowings will be senior to the rights of the Fund’s shareholders, and the terms of the Fund’s borrowings may contain provisions that limit certain activities of the Fund and could result in precluding the purchase of instruments that the Fund would otherwise purchase. The use of financial leverage involves financial risk and would increase the exposure of the Fund’s investment returns to adverse economic factors such as rising interest rates, downturns in the economy or deterioration in the condition of the investments. There would be a risk that operating cash flow available to the Fund would be insufficient to meet required payments and a risk that it would not be possible to refinance existing indebtedness or that the terms of such refinancing would not be as favorable as the terms of existing indebtedness. Borrowings by the Fund may be secured by any or all of the assets of the Fund, with the consequences that the Fund may lose more than its equity stake in any one investment, and may lose all of its capital. Fixed Income Risk. The value of investments in fixed income securities will fluctuate with changes in interest rates. Typically, a rise in interest rates causes a decline in the value of fixed income securities. In general, the market price of debt securities with longer maturities will increase or decrease more in response to changes in interest rates than shorter-term securities. Other risk factors include credit risk (the debtor may default) and prepayment risk (the debtor may pay its obligation early, reducing the amount of interest payments). These risks could affect the value of a particular investment, possibly causing the Fund’s share price and total return to be reduced and fluctuate more than other types of investments. High Yield and Unrated Securities Risk. These securities are speculative investments that carry greater risks and are more susceptible to real or perceived adverse economic and competitive industry conditions than higher quality securities. High yield securities offer the potential for higher return, but also involve greater risk than bonds of higher quality, including an increased possibility that the security’s issuer, obligor or guarantor may not be able to make its payments of interest and principal (credit quality risk). If that happens, the value of the security may decrease. An economic downturn or period of rising interest rates (interest rate risk) could adversely affect the market for these securities and reduce the Fund’s ability to sell its securities (liquidity risk). Such securities also may be subject to resale restrictions. The lack of a liquid market for these securities could decrease the Fund’s share price. The risks associated with unrated securities can be similar to the risks of below investment grade securities. In addition, the determination of credit quality for an unrated security is based largely on the credit analysis performed by the Adviser, and not on rating agency evaluation. This analysis may be difficult to perform because information about these securities may not be in the public domain, and the issuers may not subject to reporting requirements under federal securities laws. Interest Rate Risk. The fixed-income instruments that the Fund may invest in are subject to the risk that market values of such securities will decline as interest rates increase. These changes in interest rates have a more pronounced effect on securities with longer durations. Typically, the impact of changes in interest rates on the market value of an instrument will be more pronounced for fixed-rate instruments, such as most corporate bonds, than it will for floating rate instruments. Fluctuations in the value of portfolio securities will not affect interest income on existing portfolio securities but will be reflected in the Fund’s NAV. It cannot be predicted with certainty when, or how, Federal Reserve’s interest rate policies will change, but actions by the Federal Reserve and other central bankers may have a significant effect on interest rates and on the U.S. and world economies generally. Market volatility, rising interest rates, uncertainty around interest rates and/or unfavorable economic conditions could adversely affect our business. A rise in the general level of interest rates can be expected to lead to higher interest rates applicable to the Fund’s debt investments, particularly to the extent that it holds floating rate debt securities. Inflation/Deflation Risk. Inflation risk is the risk that the value of certain assets or income from the Fund’s investments will be worth less in the future as inflation decreases the value of money. As inflation increases, the real value of the Fund and its distributions can decline. In addition, during any periods of rising inflation, the dividend rates or borrowing costs associated with the Fund’s use of leverage would likely increase, which would tend to further reduce returns to shareholders. Deflation risk is the risk that prices throughout the economy decline over time—the opposite of inflation. Deflation may have an adverse effect on the creditworthiness of issuers and may make issuer defaults more likely, which may result in a decline in the value of the Fund’s portfolio. Inflation may continue in the near to medium-term, particularly in the U.S., with the possibility that monetary policy may tighten in response. Foreign Securities. Foreign securities have investment risks different from those associated with domestic securities. Changes in foreign economies and political climates are more likely to affect the Fund with investments in foreign securities than another fund that invests exclusively in domestic securities. The value of foreign currency denominated securities or foreign currency contracts is affected by the value of the local currency relative to the U.S. dollar. There may be less government supervision of foreign markets, resulting in non-uniform accounting practices and less publicly available information about issuers of foreign securities. The value of foreign investments may be affected by changes in exchange control regulations, application of foreign tax laws (including withholding tax), changes in governmental economic or monetary policy (in this country or abroad), or changed circumstances in dealings between nations. In addition, foreign brokerage commissions, custody fees, and other costs of investing in foreign securities are often higher than in the United States. Investments in foreign issues could be affected by other factors not present in the United States, including expropriation, armed conflict, confiscatory taxation, and potential difficulties in enforcing contractual obligations. Derivatives Risk. While the Fund will not invest directly in derivative instruments, many of the structured notes in which the Fund invests are linked to the performance of an underlying asset or index through a reference mechanism such as derivative contracts. The use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. Derivatives are subject to a number of risks, such as liquidity risk (which may be heightened for highly-customized derivatives), interest rate risk, market risk, credit risk, leveraging risk, counterparty risk, tax risk, and management risk, as well as risks arising from changes in applicable requirements. They also involve the risk of mispricing, the risk of unfavorable or ambiguous documentation and the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index. The Fund’s use of derivatives may increase or accelerate the amount of taxes payable by common shareholders. <table cellpadding="0" cellspacing="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; margin-top: 0; margin-bottom: 0"><tr style="vertical-align: top"> <td style="width: 0.25in"></td><td style="width: 0.25in">·</td><td style="text-align: justify">Options Risk. The Fund may lose the entire put option premium paid if the underlying security does not decrease in value at expiration. Put options may not be an effective hedge because they may have imperfect correlation to the value of the Fund’s portfolio securities. Purchased put options may decline in value due to changes in price of the underlying security, passage of time and changes in volatility. Written call and put options may limit the Fund’s participation in equity market gains and may magnify the losses if the price of the written option instrument increases in value between the date when the Fund write the option and the date on which the Fund purchase an offsetting position. The Fund will incur a loss as a result of a written options (also known as a short position) if the price of the written option instrument increases in value between the date when the Fund write the option and the date on which the Fund purchases an offsetting position.</td></tr></table> <table cellpadding="0" cellspacing="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; margin-top: 0; margin-bottom: 0"><tr style="vertical-align: top"> <td style="width: 0.25in"></td><td style="width: 0.25in">·</td><td style="text-align: justify">Swaps Risk. The Fund’s use of swaps involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and exposes the Fund to the risks associated with derivative instruments described above. In a standard “swap” transaction, two parties agree to exchange the returns, differentials in rates of return or some other amount earned or realized on the “notional amount” of predetermined investments or instruments, which may be adjusted for an interest factor. Swaps can involve greater risks than direct investment in securities, because swaps may be leveraged and subject to counterparty risk (e.g., the risk of a counterparty’s defaulting on the obligation or bankruptcy), credit risk and pricing risk (i.e., swaps may be difficult to value). Swaps are also subject to non-correlation risk because they may not be perfect substitutes for the instruments they are intended to hedge or replace. Swaps may also be considered illiquid. It may not be possible for the Fund to liquidate a swap position at an advantageous time or price, which may result in significant losses.</td></tr></table> <table cellpadding="0" cellspacing="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; margin-top: 0; margin-bottom: 0"><tr style="vertical-align: top"> <td style="width: 0.25in"></td><td style="width: 0.25in">·</td><td style="text-align: justify">Futures Risk. The Fund’s use of futures involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. These risks include (i) leverage risk (ii) risk of mispricing or improper valuation; and (iii) the risk that changes in the value of the futures contract may not correlate perfectly with the underlying index. Investments in futures involve leverage, which means a small percentage of assets invested in futures can have a disproportionately large impact on the Fund. This risk could cause the Fund to lose more than the principal amount invested. Futures contracts may become mispriced or improperly valued when compared to the adviser’s expectation and may not produce the desired investment results. Additionally, changes in the value of futures contracts may not track or correlate perfectly with the underlying index because of temporary, or even long-term, supply and demand imbalances and because futures do not pay dividends unlike the stocks upon which they are based.</td></tr></table> Cash and Cash Equivalents Risk. At any time, the Fund may have significant investments in cash or cash equivalents. When a substantial portion of a portfolio is held in cash or cash equivalents, there is the risk that the value of the cash account, including interest, will not keep pace with inflation, thus reducing purchasing power over time. U.S. Government Securities Risk. U.S. Treasury obligations are backed by the “full faith and credit” of the U.S. government and generally have negligible credit risk. Securities issued or guaranteed by federal agencies or authorities and U.S. government-sponsored instrumentalities or enterprises may or may not be backed by the full faith and credit of the U.S. government. The Fund may be subject to such risk to the extent it invests in securities issued or guaranteed by federal agencies or authorities and U.S. government-sponsored instrumentalities or enterprises. Risk of Investing in other Funds. Other investment companies including money market funds and ETFs (“Underlying Funds”) in which the Fund invests are subject to investment advisory and other expenses, which will be indirectly paid by the Fund. As a result, the cost of investing in the Fund will be higher than the cost of investing directly in the Underlying Funds and may be higher than other funds that invest directly in stocks and bonds. Additional risks of investing in Underlying Funds are described below: <table cellpadding="0" cellspacing="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; margin-top: 0; margin-bottom: 0"><tr style="vertical-align: top"> <td style="width: 0.25in"></td><td style="width: 0.25in">·</td><td style="text-align: justify">Net Asset Value and Market Price Risk of ETFs: The market value of ETF shares may differ from their net asset value. This difference in price may be due to the fact that the supply and demand in the market for fund shares at any point in time is not always identical to the supply and demand in the market for the underlying basket of securities. Accordingly, there may be times when shares trade at a premium or discount to net asset value.</td></tr></table> <table cellpadding="0" cellspacing="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; margin-top: 0; margin-bottom: 0"><tr style="vertical-align: top"> <td style="width: 0.25in"></td><td style="width: 0.25in">·</td><td style="text-align: justify">ETF Tracking Risk: Passive ETFs in which the Fund invests will not be able to replicate exactly the performance of the indices they track because the total return generated by the securities will be reduced by transaction costs incurred in adjusting the actual balance of the securities. In addition, the passive ETFs in which the Fund invests will incur expenses not incurred by their applicable indices. Certain securities comprising the indices tracked by the passive ETFs may, from time to time, temporarily be unavailable, which may further impede the passive ETFs’ ability to track their applicable indices.</td></tr></table> <table cellpadding="0" cellspacing="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; margin-top: 0; margin-bottom: 0"><tr style="vertical-align: top"> <td style="width: 0.25in"></td><td style="width: 0.25in">·</td><td style="text-align: justify">Management Risk: When the Fund invests in Underlying Funds there is a risk that the investment advisers of those Underlying Funds may make investment decisions that are detrimental to the performance of the Fund.</td></tr></table> Tax Risk. The income and gains from certain of the Fund’s investments may not allow the Fund to be treated as a regulated investment company under the Internal Revenue Code. If the Fund fails to qualify as a regulated investment company under the Internal Revenue Code in any fiscal year, it will be treated as a corporation for federal income tax purposes. As such, the Fund would be required to pay income taxes on its income at the rates generally applicable to corporations and distributions to shareholders would be treated as taxable dividends to the extent of current or accumulated earnings and profits of the Fund. Possible Risk of Conflicts <p id="xdx_84D_ecef--RiskTextBlock_hcef--RiskAxis__custom--AllocationOfInvestmentOpportunitiesRiskMember_zoCXAwzzYKA5" style="font: 9pt Calibri, Helvetica, Sans-Serif; margin: 0 0 9pt; text-align: justify">Allocation of Investment Opportunities Risk. The Adviser, directly or through its affiliates, may manage or advise multiple investment vehicles or accounts that have investment objectives that are similar to the Fund and that may seek to make investments or sell investments in the same securities or other instruments, sectors or strategies as the Fund. This may create potential conflicts, particularly in circumstances where the availability of such investment opportunities is limited or where the liquidity of such investment opportunities is limited. The results of the Fund’s investment activities may differ significantly from the results achieved by such other managed investment vehicles or accounts. It is possible that one or more of such vehicles or accounts will achieve investment results that are substantially more or less favorable than the results achieved by the Fund. Minimal Capitalization Risk. The Fund is not obligated to raise any specific amount of capital prior to commencing operations. There is a risk that the amount of capital actually raised by the Fund through the offering of its shares may be insufficient to achieve profitability or allow the Fund to realize its investment objective. An inability to raise additional capital may adversely affect the Fund’s financial condition, liquidity and results of operations, as well as its compliance with regulatory requirements. Limited Operating History. The Fund is a closed-end investment company with a limited history of operations. The Fund may not be able to achieve its investment objective, including as a result of inopportune market or economic conditions. Allocation Risk. The ability of the Fund to achieve its investment objective depends, in part, on the ability of the Adviser to allocate effectively the Fund’s assets among the various securities in which the Fund invests. There can be no assurance that the actual allocations will be effective in achieving the Fund’s investment objective or delivering positive returns. Issuer and Non-Diversification Risk. Specific securities can be more volatile than the market as a whole and can perform differently from the value of the market as a whole. As a non-diversified fund, the Fund may invest more than 5% of its total assets in the securities of one or more issuers. The Fund’s performance may be more sensitive to any single economic, business, political or regulatory occurrence than the value of shares of a diversified investment company. The value of an issuer’s securities that are held in the Fund’s portfolio may decline for a number of reasons which directly relate to the issuer, such as management performance, financial leverage and reduced demand for the issuer’s goods and services. Liquidity Risk. The Fund is a closed-end investment company structured as an “interval fund” and designed for long-term investors. Unlike many closed-end investment companies, the Fund’s shares are not listed on any securities exchange and are not publicly traded. There currently is no secondary market for the shares and the Adviser does not expect that a secondary market will develop. Limited liquidity is provided to shareholders only through the Fund’s quarterly repurchase offers for no less than 5% of the Fund’s shares outstanding at NAV. 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 investments are also subject to liquidity risk. Liquidity risk exists when particular investments of the Fund would be difficult to purchase or sell, possibly preventing the Fund from selling such illiquid securities at an advantageous time or price, or possibly requiring the Fund to dispose of other investments at unfavorable times or prices in order to satisfy its obligations. Funds with principal investment strategies that involve securities of companies with smaller market capitalizations, derivatives or securities with substantial market and/or credit risk tend to have the greatest exposure to liquidity risk. Management Risk. The NAV of the Fund changes daily based on the performance of the securities in which it invests. The Adviser’s judgment about the attractiveness, value and potential appreciation of a particular investment and securities in which the Fund invests may prove to be incorrect and may not produce the desired results. General Market Conditions Risk – An investment in shares is subject to investment risk, including the possible loss of the entire principal amount invested. An investment in 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. The value of your shares at any point in time may be worth less than the value of your original investment, even after taking into account any reinvestment of distributions. The Fund may also use leverage, which would magnify the Fund’s investment, market and certain other risks. All investments involve risks, including the risk that the entire amount invested may be lost. No guarantee or representation is made that the Fund’s investment objectives will be achieved. The Fund may utilize investment techniques, such as leverage, which can in certain circumstances increase the adverse impact to which the Fund’s investment portfolio may be subject. Changes in Trade Negotiations Risk. In recent years, the U.S. government has indicated its intent to alter its approach to international trade policy and in some cases to renegotiate, or potentially terminate, certain existing bilateral or multi-lateral trade agreements and treaties with foreign countries, and has made proposals and taken actions related thereto. Tariffs on imported goods could further increase costs, decrease margins, reduce the competitiveness of products and services offered by current and future portfolio companies and adversely affect the revenues and profitability of portfolio companies whose businesses rely on goods imported from such impacted jurisdictions. Highly Volatile Markets Risk. The prices of instruments in which the Fund may invest are influenced by numerous factors, including interest rates, currency rates, default rates, governmental policies and political and economic events (both domestic and global). Moreover, political or economic crises, or other events may occur that can be highly disruptive to the markets in which the Fund may invest. In addition, governments from time to time intervene (directly and by regulation), which intervention may adversely affect the performance of the Fund and its investment activities. The Fund is also subject to the risk of a temporary or permanent failure of the exchanges and other markets on which its investments may trade. Sustained market turmoil and periods of heightened market volatility make it more difficult to produce positive trading results, and there can be no assurance that the Fund’s strategies will be successful in such markets. Legislation and Regulatory Risk. New or amended regulations may be imposed by the Commodity Futures Trading Commission (the “CFTC”), the SEC, the Federal Reserve, the European Union (the “EU”) or other financial regulators, other governmental or intergovernmental regulatory authorities or self-regulatory organizations that supervise the financial markets, and could adversely affect the Fund. In particular, the CFTC and the SEC are empowered to promulgate a variety of new rules pursuant to recently enacted financial reform legislation in the United States. The Fund also may be adversely affected by changes in the enforcement or interpretation of statutes and rules by these regulatory authorities or self-regulatory organizations. Market Disruptions Risk. The Fund may incur major losses in the event of market disruptions and other extraordinary events in which historical pricing relationships become materially distorted. The risk of loss from pricing distortions is compounded by the fact that in disrupted markets many positions become illiquid, making it difficult or impossible to close out positions against which the markets are moving. Market disruptions caused by unexpected political, military and terrorist events may from time to time cause dramatic losses for the Fund and such events can result in otherwise historically low-risk strategies performing with unprecedented volatility and risk. U.S. Debt Ceiling and Budget Deficit Risks. U.S. debt ceiling and budget deficit concerns have increased the possibility of additional credit-rating downgrades and economic slowdowns, or a recession in the United States. Although U.S. lawmakers have historically passed legislation to raise the federal debt ceiling on multiple occasions, ratings agencies have lowered or threatened to lower the long-term sovereign credit rating on the United States. In August 2023, Fitch Ratings Inc., downgraded the U.S. credit rating to AA+ from AAA, citing fiscal deterioration over the next three years and close encounters with default due to ongoing political dysfunction. The impact of a U.S. default on its obligations or any further downgrades to the U.S. government’s sovereign credit rating or its perceived creditworthiness could adversely affect the U.S. and global financial markets and economic conditions. In addition, disagreement over the federal budget has caused the U.S. federal government to shut down for periods of time. Continued adverse political and economic conditions could have a material adverse effect on the Fund’s business, financial condition and results of operations. Correlation Risk. The Fund seeks to produce returns that are less correlated to the broader financial markets over time. Although the prices of equity securities and fixed income securities, as well as other asset classes, often rise and fall at different times so that a fall in the price of one may be offset by a rise in the price of the other, in down markets the prices of these securities and asset classes can also fall in tandem. Because the Fund allocates its investments among different asset classes, the Fund is subject to correlation risk. Repurchase Policy Risks. Quarterly repurchases by the Fund of its shares typically will be funded from available cash or sales of portfolio securities. However, payment for repurchased shares may require the Fund to liquidate portfolio holdings earlier than the Adviser otherwise would liquidate such holdings, potentially resulting in losses, and may increase the Fund’s portfolio turnover. The Adviser may take measures to attempt to avoid or minimize such potential losses and turnover, and instead of liquidating portfolio holdings, may borrow money to finance repurchases of shares. If the Fund borrows to finance repurchases, interest on any such borrowing will negatively affect shareholders who do not tender their shares in a repurchase offer by increasing the Fund’s expenses and reducing any net investment income. To the extent the Fund finances repurchase proceeds by selling investments, the Fund may hold a larger proportion of its net assets in less liquid securities. Also, the sale of securities to fund repurchases could reduce the market price of those securities, which in turn would reduce the Fund’s NAV. To the extent a liquid secondary market does not exist for the Fund’s portfolio securities at a time when the Fund may need to sell its portfolio securities to fund repurchases, the Fund may be required to sell its investments at unfavorable prices, which could reduce the Fund’s NAV and adversely affect both tendering and remaining shareholders. There can be no assurance that the Fund will be able to sell its portfolio securities at favorable prices, or at all, particularly during periods of market stress or disruption. Repurchase of shares will tend to reduce the amount of outstanding shares and, depending upon the Fund’s investment performance, its net assets. A reduction in the Fund’s net assets may increase the Fund’s expense ratio, to the extent that additional shares are not sold. In addition, the repurchase of shares by the Fund may be a taxable event to shareholders. If shareholders tender for repurchase more than the Repurchase Offer Amount for a given repurchase offer, the Fund will repurchase the shares on a pro rata basis, so shareholders may not be able to tender as many shares as they would like during any quarterly repurchase offer. Distribution Policy Risk. The Fund’s distribution policy is to make quarterly distributions to shareholders. All or a portion of a distribution may consist solely of a return of capital (i.e. from your original investment) and not a return of net profit. Shareholders should not assume that the source of a distribution from the Fund is net profit. Shareholders should note that return of capital will reduce the tax basis of their shares and potentially increase the taxable gain, if any, upon disposition of their shares. Portfolio Turnover Risk. The Adviser will sell the Fund’s securities when it is in the best interest of the Fund and its shareholders to do so without regard to the length of time they have been held. High portfolio turnover may cause the Fund to incur additional operating expenses, brokerage commissions, and other costs, which would reduce performance. Trading activity could also cause shareholders to incur a higher level of taxable income or capital gains. Cybersecurity Risk. Cybersecurity refers to the combination of technologies, processes and procedures established to protect information technology systems and data from unauthorized access, attack or damage. The Fund and its affiliates and third-party service providers are subject to cybersecurity risks. Cybersecurity risks have significantly increased in recent years and the Fund could suffer such losses in the future. The Fund’s and its affiliates’ and third-party service providers’ computer systems, software, and networks may be vulnerable to unauthorized access, computer viruses or other malicious code, and other events that could have a security impact. If one or more of such events occur, this potentially could jeopardize confidential and other information, including nonpublic personal information and sensitive business data, processed and stored in, and transmitted through, computer systems and networks, or otherwise cause interruptions or malfunctions in the Fund’s operations or the operations of their respective affiliates and third-party service providers. This could result in significant losses, reputational damage, litigation, regulatory fines or penalties, or otherwise adversely affect the Fund’s business, financial condition or results of operations. Privacy and information security laws and regulation changes, and compliance with those changes, may result in cost increases due to system changes and the development of new administrative processes. In addition, the Fund may be required to expend significant additional resources to modify the Fund’s protective measures and to investigate and remediate vulnerabilities or other exposures arising from operational and security risks. Risks Related to the Fund’s Investments Structured Products Risk. The Fund will primarily invest in structured notes. Among other risks, the products (i) are subject to the risks associated with the underlying assets; (ii) are subject to the credit risk of the issuer; (iii) will often be leveraged, which will generally magnify the opportunities for gain and risk of loss; (iv) are highly complex, which may cause disputes as to their terms and impact the valuation and liquidity of such positions; and (v) often contain significant obstacles to asserting “putback” or similar claims against the products. <table cellpadding="0" cellspacing="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; margin-top: 0; margin-bottom: 0"><tr style="vertical-align: top"> <td style="width: 0.75in"></td><td style="width: 0.25in">·</td><td style="text-align: justify">Risk of Loss at Maturity. The Notes differ from ordinary debt securities in that the issuer will not necessarily pay the full principal amount of the notes at maturity. If the notes are not called, the issuer will repay the Fund the principal amount of the notes in cash only if the final price of the underlying asset is equal to or greater than the trigger price and will only make such payment at maturity. If the notes are not called and the final price is less than the trigger price, the Fund will be exposed to the negative underlying return and lose a significant portion or all of its initial investment in an amount proportionate to the decline in the price of the underlying asset. </td></tr></table> <table cellpadding="0" cellspacing="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; margin-top: 0; margin-bottom: 0"><tr style="vertical-align: top"> <td style="width: 0.75in"></td><td style="width: 0.25in">·</td><td style="text-align: justify">Contingent Repayment of the Fund’s Principal Applies Only at Maturity. The Fund expects to hold the notes to maturity. If the Fund is able to sell its notes prior to maturity in the secondary market, it may have to sell them at a loss relative to its initial investment even if the then-current underlying asset price is equal to or greater than the trigger price at that time. </td></tr></table> <table cellpadding="0" cellspacing="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; margin-top: 0; margin-bottom: 0"><tr style="vertical-align: top"> <td style="width: 0.75in"></td><td style="width: 0.25in">·</td><td style="text-align: justify">The Fund May Not Receive Any Contingent Coupons. The issuer will not necessarily pay periodic contingent coupons on the notes. If the closing price of the underlying asset on an observation date is less than the coupon barrier, the issuer will not pay the Fund the contingent coupon applicable to such observation date. If the closing price of the underlying asset is less than the coupon barrier on each of the observation dates, the issuer will not pay the Fund any contingent coupons during the term of, and you will not receive a positive return on, the notes. Generally, this non-payment of the contingent coupon coincides with a period of greater risk of principal loss on the notes. </td></tr></table> <table cellpadding="0" cellspacing="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; margin-top: 0; margin-bottom: 0"><tr style="vertical-align: top"> <td style="width: 0.75in"></td><td style="width: 0.25in">·</td><td style="text-align: justify">The Fund’s Potential Return on the Notes is Limited and It Will Not Participate in any Appreciation of the Underlying Asset. The return potential of the notes is limited to the contingent coupon rate, regardless of the appreciation of the underlying asset. In addition, the total return on the notes will vary based on the number of observation dates on which the requirements of the contingent coupon have been met prior to maturity or an automatic or issuer discretionary call. Further, if the notes are called due to the automatic call issuer discretionary call feature, you will not receive any contingent coupons or any other payment in respect of any observation dates after the applicable call settlement date. Since the notes could be called as early as the first observation date, the total return on the Notes could be minimal. If the notes are not called, you will not participate in any appreciation in the price of the underlying asset even though you will be subject to the underlying asset’s risk of decline. As a result, the return on an investment in the notes could be less than the return on a direct investment in the underlying asset. </td></tr></table> <table cellpadding="0" cellspacing="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; margin-top: 0; margin-bottom: 0"><tr style="vertical-align: top"> <td style="width: 0.75in"></td><td style="width: 0.25in">·</td><td style="text-align: justify">Higher Contingent Coupon Rates are Generally Associated with a Greater Risk of Loss. Greater expected volatility with respect to the underlying asset reflects a higher expectation as of the trade date that the price of such underlying asset could close below its trigger price on the final valuation date of the notes. This greater expected risk will generally be reflected in a higher contingent coupon rate for that note. However, an underlying asset’s volatility can change significantly over the term of the notes and the price of the underlying asset for your notes could fall sharply, which could result in a significant loss of principal. </td></tr></table> <table cellpadding="0" cellspacing="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; margin-top: 0; margin-bottom: 0"><tr style="vertical-align: top"> <td style="width: 0.75in"></td><td style="width: 0.25in">·</td><td style="text-align: justify">Reinvestment Risk. The notes will be called automatically if the closing price of the underlying asset is equal to or greater than the initial price on any observation date. The issuer may call the notes, in whole and not in part, for mandatory redemption on any potential redemption date at the sole discretion of the issuer. In the event that the notes are called prior to maturity, there is no guarantee that you will be able to reinvest the proceeds from an investment in the notes at a comparable rate of return for a similar level of risk. To the extent you are able to reinvest such proceeds in an investment comparable to the notes, you will incur transaction costs and the original issue price for such an investment is likely to include certain built-in costs such as issuer profit concessions and hedging costs.</td></tr></table> <table cellpadding="0" cellspacing="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; margin-top: 0; margin-bottom: 0"><tr style="vertical-align: top"> <td style="width: 0.75in"></td><td style="width: 0.25in">·</td><td style="text-align: justify">Greater Expected Volatility Generally Indicates an Increased Risk of Loss at Maturity. “Volatility” refers to the frequency and magnitude of changes in the price of the underlying asset. The greater the expected volatility of the underlying asset as of the trade date, the greater the expectation is as of the trade date that the closing price of the underlying asset could be less than the coupon barrier on any observation date and that the final price of the underlying asset could be less than the trigger price on the final valuation date and, as a consequence, indicates an increased risk of loss. However, the underlying asset’s volatility can change significantly over the term of the notes, and a relatively lower coupon barrier and/or trigger price may not necessarily indicate that the notes have a greater likelihood of a return of principal at maturity. You should be willing to accept the downside market risk of the underlying asset and the potential to lose a significant portion or all of your initial investment. </td></tr></table> <table cellpadding="0" cellspacing="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; margin-top: 0; margin-bottom: 0"><tr style="vertical-align: top"> <td style="width: 0.75in"></td><td style="width: 0.25in">·</td><td style="text-align: justify">Issuer Credit Risk. The structured notes in which the Fund invests are subject to credit risk because the issuer of a structured note may default on its obligations under the structured notes. If an issuer of a structured note defaults, the underlying derivatives of the structured note may have a positive return; however, the structured note would still lose its value. The value of the Fund’s shares is dependent upon the performance of the assets in its portfolio, so such a default could lead to a decline in the value of your shares of the Fund.</td></tr></table> <table cellpadding="0" cellspacing="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; margin-top: 0; margin-bottom: 0"><tr style="vertical-align: top"> <td style="width: 0.75in"></td><td style="width: 0.25in">·</td><td style="text-align: justify">General Credit Risk. The Fund is subject to significant credit risk (i.e., the risk that an issuer or borrower will default in the payment of principal and/or interest on an instrument) in light of its investment strategy. Credit risk also includes the risk that a counterparty to a derivatives transaction (e.g., a swap counterparty or futures commission merchant) will be unwilling or unable to meet its obligations. Financial strength and solvency of an issuer or borrower are the primary factors influencing credit risk. In addition, degree of subordination, lack or inadequacy of collateral or credit enhancement for a debt instrument may affect its credit risk. Investments in stressed or distressed companies inherently have more credit risk than do similar investments in other companies. The degree of credit risk associated with any particular Portfolio Investment or any collateral relating thereto may be difficult or impossible for the Adviser to determine within reasonable standards of predictability. The Adviser also expects to utilize various third parties that hold Fund assets (such as the prime broker) in implementing the Fund’s investment strategy, and the Fund will therefore also be subject to credit risk with respect to such entities. </td></tr></table> <table cellpadding="0" cellspacing="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; margin-top: 0; margin-bottom: 0"><tr style="vertical-align: top"> <td style="width: 0.75in"></td><td style="width: 0.25in">·</td><td style="text-align: justify">Credit Risk of the Issuer. The notes are unsubordinated, unsecured debt obligations of the issuer, and are not, either directly or indirectly, an obligation of any third party. Any payment to be made on the notes, including any repayment of principal,</td></tr></table> depends on the ability of the issuer to satisfy its obligations as they come due. As a result, the actual and perceived creditworthiness of the issuer may affect the market value of the notes and, in the event the issuer were to default on its obligations, you may not receive any amounts owed to you under the terms of the notes and you could lose your entire investment. Use of Leverage by the Fund. Although the Fund has the option to borrow, there are significant risks that may be assumed in connection with such borrowings. Investors in the Fund should consider the various risks of financial leverage, including, without limitation, the matters described below. There is no assurance that a leveraging strategy would be successful. Financial leverage involves risks and special considerations for shareholders including: (i) the likelihood of greater volatility of NAV of the shares than a comparable portfolio without leverage; (ii) the risk that fluctuations in interest rates on borrowings and short-term debt that the Fund must pay will reduce the return to the shareholders; (iii) the effect of financial leverage in a market experiencing rising interest rates, which would likely cause a greater decline in the NAV of the shares than if the Fund were not leveraged; and (iv) the potential for an increase in operating costs, which may reduce the Fund’s total return. In the event that the Fund would be required to sell assets at a loss, including in order to redeem or pay off any borrowing, such a sale would reduce the Fund’s NAV and may make it difficult for the NAV to recover. The Fund nevertheless may continue to use financial leverage if the Adviser expects that the benefits to the shareholders of maintaining the leveraged position likely would outweigh a resulting reduction in the current return. Certain types of borrowings by the Fund would result in the Fund being subject to covenants in credit agreements relating to asset coverage and Fund composition requirements that are more stringent than those currently imposed on the Fund by the 1940 Act. In addition, borrowings by the Fund may be made on a secured basis. The Custodian will then either segregate the assets securing the Fund’s borrowings for the benefit of the Fund’s lenders or arrangements will be made with a suitable sub-custodian. If the assets used to secure a borrowing decrease in value, the Fund may be required to pledge additional collateral to the lender in the form of cash or securities to avoid liquidation of those assets. In the event of a default, the lenders will have the right, through the Custodian, to redeem the Fund’s investments in underlying Investment Funds without consideration of whether doing so would be in the best interests of the Fund’s shareholders. The rights of any lenders to the Fund to receive payments of interest on and repayments of principal of borrowings will be senior to the rights of the Fund’s shareholders, and the terms of the Fund’s borrowings may contain provisions that limit certain activities of the Fund and could result in precluding the purchase of instruments that the Fund would otherwise purchase. The use of financial leverage involves financial risk and would increase the exposure of the Fund’s investment returns to adverse economic factors such as rising interest rates, downturns in the economy or deterioration in the condition of the investments. There would be a risk that operating cash flow available to the Fund would be insufficient to meet required payments and a risk that it would not be possible to refinance existing indebtedness or that the terms of such refinancing would not be as favorable as the terms of existing indebtedness. Borrowings by the Fund may be secured by any or all of the assets of the Fund, with the consequences that the Fund may lose more than its equity stake in any one investment, and may lose all of its capital. Fixed Income Risk. The value of investments in fixed income securities will fluctuate with changes in interest rates. Typically, a rise in interest rates causes a decline in the value of fixed income securities. In general, the market price of debt securities with longer maturities will increase or decrease more in response to changes in interest rates than shorter-term securities. Other risk factors include credit risk (the debtor may default) and prepayment risk (the debtor may pay its obligation early, reducing the amount of interest payments). These risks could affect the value of a particular investment, possibly causing the Fund’s share price and total return to be reduced and fluctuate more than other types of investments. High Yield and Unrated Securities Risk. These securities are speculative investments that carry greater risks and are more susceptible to real or perceived adverse economic and competitive industry conditions than higher quality securities. High yield securities offer the potential for higher return, but also involve greater risk than bonds of higher quality, including an increased possibility that the security’s issuer, obligor or guarantor may not be able to make its payments of interest and principal (credit quality risk). If that happens, the value of the security may decrease. An economic downturn or period of rising interest rates (interest rate risk) could adversely affect the market for these securities and reduce the Fund’s ability to sell its securities (liquidity risk). Such securities also may be subject to resale restrictions. The lack of a liquid market for these securities could decrease the Fund’s share price. The risks associated with unrated securities can be similar to the risks of below investment grade securities. In addition, the determination of credit quality for an unrated security is based largely on the credit analysis performed by the Adviser, and not on rating agency evaluation. This analysis may be difficult to perform because information about these securities may not be in the public domain, and the issuers may not subject to reporting requirements under federal securities laws. Interest Rate Risk. The fixed-income instruments that the Fund may invest in are subject to the risk that market values of such securities will decline as interest rates increase. These changes in interest rates have a more pronounced effect on securities with longer durations. Typically, the impact of changes in interest rates on the market value of an instrument will be more pronounced for fixed-rate instruments, such as most corporate bonds, than it will for floating rate instruments. Fluctuations in the value of portfolio securities will not affect interest income on existing portfolio securities but will be reflected in the Fund’s NAV. It cannot be predicted with certainty when, or how, Federal Reserve’s interest rate policies will change, but actions by the Federal Reserve and other central bankers may have a significant effect on interest rates and on the U.S. and world economies generally. Market volatility, rising interest rates, uncertainty around interest rates and/or unfavorable economic conditions could adversely affect our business. A rise in the general level of interest rates can be expected to lead to higher interest rates applicable to the Fund’s debt investments, particularly to the extent that it holds floating rate debt securities. Inflation/Deflation Risk. Inflation risk is the risk that the value of certain assets or income from the Fund’s investments will be worth less in the future as inflation decreases the value of money. As inflation increases, the real value of the Fund and its distributions can decline. In addition, during any periods of rising inflation, the dividend rates or borrowing costs associated with the Fund’s use of leverage would likely increase, which would tend to further reduce returns to shareholders. Deflation risk is the risk that prices throughout the economy decline over time—the opposite of inflation. Deflation may have an adverse effect on the creditworthiness of issuers and may make issuer defaults more likely, which may result in a decline in the value of the Fund’s portfolio. Inflation may continue in the near to medium-term, particularly in the U.S., with the possibility that monetary policy may tighten in response. Foreign Securities. Foreign securities have investment risks different from those associated with domestic securities. Changes in foreign economies and political climates are more likely to affect the Fund with investments in foreign securities than another fund that invests exclusively in domestic securities. The value of foreign currency denominated securities or foreign currency contracts is affected by the value of the local currency relative to the U.S. dollar. There may be less government supervision of foreign markets, resulting in non-uniform accounting practices and less publicly available information about issuers of foreign securities. The value of foreign investments may be affected by changes in exchange control regulations, application of foreign tax laws (including withholding tax), changes in governmental economic or monetary policy (in this country or abroad), or changed circumstances in dealings between nations. In addition, foreign brokerage commissions, custody fees, and other costs of investing in foreign securities are often higher than in the United States. Investments in foreign issues could be affected by other factors not present in the United States, including expropriation, armed conflict, confiscatory taxation, and potential difficulties in enforcing contractual obligations. Derivatives Risk. While the Fund will not invest directly in derivative instruments, many of the structured notes in which the Fund invests are linked to the performance of an underlying asset or index through a reference mechanism such as derivative contracts. The use of derivative instruments involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. Derivatives are subject to a number of risks, such as liquidity risk (which may be heightened for highly-customized derivatives), interest rate risk, market risk, credit risk, leveraging risk, counterparty risk, tax risk, and management risk, as well as risks arising from changes in applicable requirements. They also involve the risk of mispricing, the risk of unfavorable or ambiguous documentation and the risk that changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index. The Fund’s use of derivatives may increase or accelerate the amount of taxes payable by common shareholders. <table cellpadding="0" cellspacing="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; margin-top: 0; margin-bottom: 0"><tr style="vertical-align: top"> <td style="width: 0.25in"></td><td style="width: 0.25in">·</td><td style="text-align: justify">Options Risk. The Fund may lose the entire put option premium paid if the underlying security does not decrease in value at expiration. Put options may not be an effective hedge because they may have imperfect correlation to the value of the Fund’s portfolio securities. Purchased put options may decline in value due to changes in price of the underlying security, passage of time and changes in volatility. Written call and put options may limit the Fund’s participation in equity market gains and may magnify the losses if the price of the written option instrument increases in value between the date when the Fund write the option and the date on which the Fund purchase an offsetting position. The Fund will incur a loss as a result of a written options (also known as a short position) if the price of the written option instrument increases in value between the date when the Fund write the option and the date on which the Fund purchases an offsetting position.</td></tr></table> <table cellpadding="0" cellspacing="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; margin-top: 0; margin-bottom: 0"><tr style="vertical-align: top"> <td style="width: 0.25in"></td><td style="width: 0.25in">·</td><td style="text-align: justify">Swaps Risk. The Fund’s use of swaps involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments and exposes the Fund to the risks associated with derivative instruments described above. In a standard “swap” transaction, two parties agree to exchange the returns, differentials in rates of return or some other amount earned or realized on the “notional amount” of predetermined investments or instruments, which may be adjusted for an interest factor. Swaps can involve greater risks than direct investment in securities, because swaps may be leveraged and subject to counterparty risk (e.g., the risk of a counterparty’s defaulting on the obligation or bankruptcy), credit risk and pricing risk (i.e., swaps may be difficult to value). Swaps are also subject to non-correlation risk because they may not be perfect substitutes for the instruments they are intended to hedge or replace. Swaps may also be considered illiquid. It may not be possible for the Fund to liquidate a swap position at an advantageous time or price, which may result in significant losses.</td></tr></table> <table cellpadding="0" cellspacing="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; margin-top: 0; margin-bottom: 0"><tr style="vertical-align: top"> <td style="width: 0.25in"></td><td style="width: 0.25in">·</td><td style="text-align: justify">Futures Risk. The Fund’s use of futures involves risks different from, or possibly greater than, the risks associated with investing directly in securities and other traditional investments. These risks include (i) leverage risk (ii) risk of mispricing or improper valuation; and (iii) the risk that changes in the value of the futures contract may not correlate perfectly with the underlying index. Investments in futures involve leverage, which means a small percentage of assets invested in futures can have a disproportionately large impact on the Fund. This risk could cause the Fund to lose more than the principal amount invested. Futures contracts may become mispriced or improperly valued when compared to the adviser’s expectation and may not produce the desired investment results. Additionally, changes in the value of futures contracts may not track or correlate perfectly with the underlying index because of temporary, or even long-term, supply and demand imbalances and because futures do not pay dividends unlike the stocks upon which they are based.</td></tr></table> Cash and Cash Equivalents Risk. At any time, the Fund may have significant investments in cash or cash equivalents. When a substantial portion of a portfolio is held in cash or cash equivalents, there is the risk that the value of the cash account, including interest, will not keep pace with inflation, thus reducing purchasing power over time. U.S. Government Securities Risk. U.S. Treasury obligations are backed by the “full faith and credit” of the U.S. government and generally have negligible credit risk. Securities issued or guaranteed by federal agencies or authorities and U.S. government-sponsored instrumentalities or enterprises may or may not be backed by the full faith and credit of the U.S. government. The Fund may be subject to such risk to the extent it invests in securities issued or guaranteed by federal agencies or authorities and U.S. government-sponsored instrumentalities or enterprises. Risk of Investing in other Funds. Other investment companies including money market funds and ETFs (“Underlying Funds”) in which the Fund invests are subject to investment advisory and other expenses, which will be indirectly paid by the Fund. As a result, the cost of investing in the Fund will be higher than the cost of investing directly in the Underlying Funds and may be higher than other funds that invest directly in stocks and bonds. Additional risks of investing in Underlying Funds are described below: <table cellpadding="0" cellspacing="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; margin-top: 0; margin-bottom: 0"><tr style="vertical-align: top"> <td style="width: 0.25in"></td><td style="width: 0.25in">·</td><td style="text-align: justify">Net Asset Value and Market Price Risk of ETFs: The market value of ETF shares may differ from their net asset value. This difference in price may be due to the fact that the supply and demand in the market for fund shares at any point in time is not always identical to the supply and demand in the market for the underlying basket of securities. Accordingly, there may be times when shares trade at a premium or discount to net asset value.</td></tr></table> <table cellpadding="0" cellspacing="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; margin-top: 0; margin-bottom: 0"><tr style="vertical-align: top"> <td style="width: 0.25in"></td><td style="width: 0.25in">·</td><td style="text-align: justify">ETF Tracking Risk: Passive ETFs in which the Fund invests will not be able to replicate exactly the performance of the indices they track because the total return generated by the securities will be reduced by transaction costs incurred in adjusting the actual balance of the securities. In addition, the passive ETFs in which the Fund invests will incur expenses not incurred by their applicable indices. Certain securities comprising the indices tracked by the passive ETFs may, from time to time, temporarily be unavailable, which may further impede the passive ETFs’ ability to track their applicable indices.</td></tr></table> <table cellpadding="0" cellspacing="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; margin-top: 0; margin-bottom: 0"><tr style="vertical-align: top"> <td style="width: 0.25in"></td><td style="width: 0.25in">·</td><td style="text-align: justify">Management Risk: When the Fund invests in Underlying Funds there is a risk that the investment advisers of those Underlying Funds may make investment decisions that are detrimental to the performance of the Fund.</td></tr></table> Tax Risk. The income and gains from certain of the Fund’s investments may not allow the Fund to be treated as a regulated investment company under the Internal Revenue Code. If the Fund fails to qualify as a regulated investment company under the Internal Revenue Code in any fiscal year, it will be treated as a corporation for federal income tax purposes. As such, the Fund would be required to pay income taxes on its income at the rates generally applicable to corporations and distributions to shareholders would be treated as taxable dividends to the extent of current or accumulated earnings and profits of the Fund. Possible Risk of Conflicts <p id="xdx_84D_ecef--RiskTextBlock_hcef--RiskAxis__custom--AllocationOfInvestmentOpportunitiesRiskMember_zoCXAwzzYKA5" style="font: 9pt Calibri, Helvetica, Sans-Serif; margin: 0 0 9pt; text-align: justify">Allocation of Investment Opportunities Risk. The Adviser, directly or through its affiliates, may manage or advise multiple investment vehicles or accounts that have investment objectives that are similar to the Fund and that may seek to make investments or sell investments in the same securities or other instruments, sectors or strategies as the Fund. This may create potential conflicts, particularly in circumstances where the availability of such investment opportunities is limited or where the liquidity of such investment opportunities is limited. The results of the Fund’s investment activities may differ significantly from the results achieved by such other managed investment vehicles or accounts. It is possible that one or more of such vehicles or accounts will achieve investment results that are substantially more or less favorable than the results achieved by the Fund. <table cellpadding="0" cellspacing="0" style="font: 12pt Times New Roman, Times, Serif; width: 100%; border-collapse: collapse"> <tr style="vertical-align: bottom"> <td style="width: 25%; padding-top: 2.85pt; padding-bottom: 2.85pt"> Title of Class</td> <td style="width: 25%; padding-top: 2.85pt; padding-bottom: 2.85pt"> Amount Authorized</td> <td style="width: 25%; padding-top: 2.85pt; padding-bottom: 2.85pt"> Amount Held by Fund or for its Account</td> <td style="width: 25%; padding-top: 2.85pt; padding-bottom: 2.85pt"> Amount Outstanding Excluding Amount Held by Fund or for its Account</td></tr> <tr> <td style="vertical-align: top; padding-top: 2.85pt; padding-bottom: 2.85pt"> <p id="xdx_985_ecef--OutstandingSecurityTitleTextBlock_c20261109__20261109__us-gaap--StatementClassOfStockAxis__custom--ClassFSharesMember_zRo3VGmt6Irf" style="border-bottom: Black 0.5pt solid; font: 8.5pt Calibri, Helvetica, Sans-Serif; margin: 0; text-align: center">Class F Shares</td> <td style="vertical-align: bottom; padding-top: 2.85pt; padding-bottom: 2.85pt"> Unlimited</td> <td style="vertical-align: bottom; padding-top: 2.85pt; padding-bottom: 2.85pt"> None</td> <td style="vertical-align: bottom; padding-top: 2.85pt; padding-bottom: 2.85pt"> <p id="xdx_98A_ecef--OutstandingSecurityNotHeldShares_c20261109__20261109__us-gaap--StatementClassOfStockAxis__custom--ClassFSharesMember_zfCV4UUHs3u5" style="border-bottom: Black 0.5pt solid; font: 8.5pt Calibri, Helvetica, Sans-Serif; margin: 0; text-align: center">8,813,295.48</td></tr> <tr> <td style="vertical-align: top; padding-top: 2.85pt; padding-bottom: 2.85pt"> <p id="xdx_983_ecef--OutstandingSecurityTitleTextBlock_c20261109__20261109__us-gaap--StatementClassOfStockAxis__custom--ClassISharesMember_zQfw5RG3lN3h" style="border-bottom: Black 0.5pt solid; font: 8.5pt Calibri, Helvetica, Sans-Serif; margin: 0; text-align: center">Class I Shares</td> <td style="vertical-align: bottom; padding-top: 2.85pt; padding-bottom: 2.85pt"> Unlimited</td> <td style="vertical-align: bottom; padding-top: 2.85pt; padding-bottom: 2.85pt"> None</td> <td style="vertical-align: bottom; padding-top: 2.85pt; padding-bottom: 2.85pt"> <p id="xdx_985_ecef--OutstandingSecurityNotHeldShares_dn_c20261109__20261109__us-gaap--StatementClassOfStockAxis__custom--ClassISharesMember_zifyqBwGykC4" style="border-bottom: Black 0.5pt solid; font: 8.5pt Calibri, Helvetica, Sans-Serif; margin: 0; text-align: center">None</td></tr> </table> Class F Shares 0 8813295.48 Class I Shares 0 0 Estimated for the current fiscal year. Acquired Fund Fees and Expenses (“AFFE”) include an estimate of certain of the fees and expenses incurred indirectly by the Fund as a result of the Fund’s investment in shares of registered investment companies (including, short-term cash sweep vehicles).