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于2026年10月9日向证券交易委员会提交

证券法文件编号 333-

投资公司法文件编号 811-24118

美国
\n证券交易委员会
\n华盛顿特区 20549

表格 N-2

根据1933年证券法的注册声明 ☒

预先生效修正案编号 ☐
\n生效后修正案编号 ☐

以及

根据1940年投资公司法的注册声明 ☒

修正案编号 12 ☒

RoboStrategy, Inc.

（根据章程规定的注册人准确名称）

151 Calle de San Francisco
\n200号套房

圣胡安，波多黎各 00901
\n（主要执行办公室地址）

（787）722-6881
\n（注册人的电话号码，包括区号）

安德鲁·康
\n151 Calle de San Francisco
\n200号套房
\n圣胡安，波多黎各 00901
\n（服务代理人姓名和地址）

附送副本：

欧文·J·平克顿，律师

克里斯蒂娜·纳达斯迪，律师

Eversheds Sutherland (US) LLP

第六街 NW 700号
\n华盛顿，DC 20001
\n电话：(202) 383-0100
\n传真：(202) 637-3593

注册人在此修正本注册声明，以延迟其生效日期至注册人提交进一步修正案之日，该修正案明确表示根据1933年证券法第8(A)条，本注册声明此后将生效，或根据美国证券交易委员会根据上述第8(A)条决定的日期生效。

拟议的公开发行日期：\n在本注册声明生效后尽快。

勾选此框表示本表格上注册的唯一证券是根据股息或利息再投资计划进行发行的。 ☐

勾选此框表示本表格上注册的任何证券将根据1933年证券法第415条规则（“证券法”）以延迟或连续方式发行，但不包括与股息或利息再投资计划相关的证券。 ☒

勾选此框表示本表格是根据一般说明A.2的注册声明或其生效后修正案。 ☒

勾选此框表示本表格是根据一般说明B的注册声明或其生效后修正案，该修正案将在提交给委员会时生效，根据证券法第462(c)条规则。 ☐

勾选此框表示本表格是根据一般说明B提交的注册声明的生效后修正案，根据证券法第413(b)条规则注册额外证券或额外证券类别的注册声明。 ☐

拟议本文件将在以下时间生效（勾选适当框）：

\n \n \n \n

☐	根据证券法第8(c)条宣布生效。

勾选每个适当描述注册人的框：

\n \n \n \n

☒	注册的封闭式基金（根据1940年投资公司法注册的封闭式公司（“投资公司法”））。

\n \n \n \n

☐	业务开发公司（打算或已选择根据投资公司法作为业务开发公司进行监管的封闭式公司）。

\n \n \n \n

☐	定期基金（注册的封闭式基金或业务开发公司，根据投资公司法第23c-3条规则进行定期回购报价）。

\n \n \n \n

☒	A.2 合格（根据本表格一般说明A.2的规定有资格注册证券）。

\n \n \n \n

☐	知名资深发行人（根据《证券法》第405条定义）。

\n \n \n \n

☐	新兴成长公司（根据《1934年证券交易法》第12b-2条定义）。

\n \n \n \n

☐	如果为新兴成长公司，请通过复选框表明发行人是否选择不使用根据《证券法》第7(a)(2)(B)条提供的任何新修订的财务会计标准的延长过渡期。

\n \n \n \n

☐	新发行人（在本次提交前，根据《投资公司法》注册或受监管不足12个日历月）。

本招股说明书中的信息不完整，可能会被更改。在向美国证券交易委员会提交的注册声明生效前，我们可能无法出售这些证券。本招股说明书不是出售这些证券的要约，也不是在任何禁止要约或销售的司法管辖区征求购买这些证券的要约。

待完成，\n截至2026年10月9日

初步招股说明书

$\"\"$

ROBOSTRATEGY, INC.

$[_]

普通股

优先股

认购权

债务证券

RoboStrategy, Inc.（“基金”或“我们”、“我们”或“我们的”）是一家马里兰州公司，根据《1940年投资公司法》（经修订）注册为封闭式管理投资公司（“1940年法案”）。“

我们可能会在一次或多次发行或系列中，一起或分别，提供总计[_]的普通股总发行价格，以及优先股、认购权和债务证券，我们统称为“证券”。证券可能在一份或多份招股说明书补充文件中描述的价格和条款下进行发行。在投资我们的任何证券之前，请仔细阅读本招股说明书和适用的招股说明书补充文件。“

如果我们将普通股进行发行，我们普通股的发行价格在扣除任何承销折扣或佣金后，通常不会低于我们进行发行时普通股的净资产值。然而，我们可能根据本招股说明书以低于我们普通股净资产值的价格发行普通股（i）与我们现有股东的认股权发行有关，（ii）在获得多数（根据1940法案定义）我们普通股股东事先批准的情况下，或（iii）在证券交易委员会或“SEC”允许的其他情况下。“

我们的普通股可以直接向一个或多个购买者发行，或通过我们不时指定的代理人发行，或向或通过承销商或经销商发行。与发行相关的每份招股说明书补充文件将说明涉及我们证券销售的任何代理人或承销商，并将披露我们与代理人或承销商之间或我们承销商之间的任何适用购买价格、费用、折扣或佣金安排，或此类金额可能计算的基础。参见“发行计划”。在未提供本招股说明书和描述我们普通股发行方法和条款的招股说明书补充文件的情况下，我们不得通过代理人、承销商或经销商出售我们的普通股。

我们的普通股在纳斯达克（“交易所”）上市，股票代码为“BOT”。2026年10月7日，交易所上我们普通股的最后报告销售价格为每股29.42美元，较2026年9月30日我们普通股的净资产价值溢价159.2%。我们计划按月或根据需要更频繁地确定我们普通股的净资产价值。参见“净资产价值的计算”。截至2026年9月30日，我们普通股的净资产价值为每股11.35美元。

该基金的投资目标是通过在机器人和实体人工智能公司的股权和股权关联投资中实现长期资本增值，主要通过资本利得实现。该基金主要专注于具有显著增长潜力的私人、风险投资支持的公司，其中许多公司尚未上市或对个人投资者不广泛可及。

我们计划选择按照《1986年国内税收法典》的规定，作为受监管的投资公司（“RIC”）进行税务处理，并每年符合该资格要求；然而，我们不会在2026年8月31日结束的首个应税年度符合RIC资格，且无法保证我们在2027年8月31日结束的财年中会符合RIC资格。对于我们首个应税年度，以及之后任何不符合RIC资格的年度，我们将按照美国联邦所得税目的被视为公司。因此，该基金将根据其应税收入缴纳美国联邦所得税，税率适用于公司，并缴纳适用的州和地方所得税。基金的分配通常会被视为应税股息收入，只要在基金的当前和累计收益和利润范围内。向非美国投资者的基金分配通常会受到30%的美国联邦预提税，或根据适用的所得税条约规定的较低税率。建议潜在投资者就持有基金证券的特定美国联邦、州、地方和非美国税务后果咨询自己的税务顾问。

投资我们的证券涉及高度风险且高度投机性。在购买我们的任何证券之前，您应阅读招股说明书第26页开始的“投资类型及相关风险因素”部分中对投资我们证券的实质性风险的讨论。除此之外，投资者应留意以下内容：

\n\n

●

封闭式投资基金的股份通常以低于其净资产价值（“NAV”）的价格交易。

\n\n

●

如果我们的普通股以低于NAV的价格交易，投资者将面临更大的损失风险。

\n\n

●

我们预计不会按季度支付分配，也不会成为可预测的分配者，我们预计我们的分配（如有）将不如主要进行债务投资的其他注册投资公司的分配那样一致。

\n \n \n \n \n \n \n \n \n \n \n \n \n

	●	自我们的股份在纳斯达克上市以来，我们的普通股价格一直波动，并且我们的股份曾以高于NAV的价格交易。然而，我们无法保证这种情况会持续，也无法保证普通股未来不会以低于NAV的价格交易。

	●	投资处于成长阶段和中期阶段的科技公司存在重大潜在风险，这些公司具有复杂的资本结构，包括有限的财务资源、有限的经营历史、有限的公开信息、对一小群人管理能力和人才的依赖，以及在产品开发、制造、营销、财务和一般管理等领域出现意外问题的可能性增加。详见“投资类型及相关风险因素 - 与我们的投资相关的风险”。

本招股说明书包含您在投资我们的证券之前应了解的重要信息。请在投资前阅读本招股说明书并妥善保存以备将来参考。我们还将向美国证券交易委员会（“SEC”）提交定期和当前报告、代理声明和其他有关我们的信息。您可通过联系我们在罗博策略公司（RoboStrategy, Inc.）的代表处（地址：波多黎各圣弗朗西斯科街151号，200室，圣胡安，波多黎各00901）致电(787) 722-6881或访问我们的网站www.robostrategy.co，免费获取这些信息。我们网站上的信息不包含或构成本招股说明书的一部分。SEC的网站http://www.sec.gov也包含这些信息。

SEC或任何州证券委员会均未批准或否决这些证券，也未确定本招股说明书是否真实或完整。与此相反的任何陈述均属刑事犯罪。

本招股说明书的日期是_______________，2026年

关于本招股说明书	ii
招股说明书摘要	1
费用和开支	13
财务亮点	14
关于前瞻性声明的特别说明	14
发行计划	15
募集资金的用途	16
基金及其当前投资组合	16
投资目标与策略	20
投资类型及相关风险	26
投资限制	49
基金的管理	51
基金费用	58
投资组合管理	60
利益冲突	62
我们普通股的描述	63
我们优先股的描述	68
我们认购权的描述	70
我们债务证券的描述	71
簿记存管发行	77
某些美国联邦所得税考虑因素	77
作为封闭式基金的监管	87
普通股价格范围及分红	88
分红再投资计划	89
净资产值的计算	90
控制人及主要持有人	91
投资组合交易与经纪	92
代理投票政策与程序	92
管理人、托管人及过户代理	93
法律事项	93
独立注册会计师事务所	93
可供信息	93
引用的某些信息	94
财务报表	94

在投资前，您应仅依赖本招股说明书、任何附带的招股说明书补充文件以及此处或其中引用的文件中包含的集体信息，并保留每份文件以备将来使用。我们未授权任何人提供本招股说明书、任何附带的招股说明书补充文件以及此处或其中引用文件中所含信息以外的任何信息或作出任何陈述。如果有人向您提供不同的或不一致的信息，您不应依赖该信息。本招股说明书、任何附带的招股说明书补充文件以及此处或其中引用的文件不构成出售证券的要约或购买证券的邀请，除与之相关的已注册证券外，也不构成在任何司法管辖区向任何在该司法管辖区进行此类要约或邀请是非法的个人出售证券的要约或购买证券的邀请。本招股说明书、任何附带的招股说明书补充文件以及此处或其中引用的文件中包含的信息截至其封面的日期是准确的；然而，招股说明书、任何附带的招股说明书补充文件以及此处或其中引用的文件将更新以反映任何重大变化。

-i-

关于本招股说明书

本招股说明书是本公司向美国证券交易委员会（SEC）提交的注册声明的一部分，采用“货架”注册流程。根据货架注册流程，我们可以在适当的时候，根据发行时的条款，最多提供总计[_]美元的普通股、优先股、认购权证和债务证券（统称为“证券”）的发行价格。我们可以通过承销商或经销商、以“市价”方式向或通过市场做市商、进入现有交易市场或以其他方式直接向一个或多个购买者或通过代理人，或通过销售方式的组合方式出售我们的证券。根据具体情况，此类承销商、经销商、市场做市商或代理人将出现在本招股说明书的一个或多个补充文件中。证券可能按照本招股说明书的一个或多个补充文件中描述的价格和条款进行发行。本招股说明书为您提供我们可能发行的证券的一般描述。每次我们使用本招股说明书发行证券时，我们将提供一份招股说明书补充文件，其中将包含有关该次发行条款的具体信息。招股说明书补充文件可能还会添加、更新或更改本招股说明书中的信息，招股说明书和招股说明书补充文件将共同作为招股说明书。在您做出投资决策之前，请仔细阅读本招股说明书和任何招股说明书补充文件，以及任何附录。

-ii-

招股说明书摘要

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

基金		\n RoboStrategy, Inc. 是一家马里兰州公司，根据《1940年投资公司法》（经修订）注册为封闭式、非分散化的管理投资公司。本文中对“基金”、“我们”、“我们的”或“我们”的引用均指 RoboStrategy, Inc. \n \n 基金的投资顾问是FP Strategies LLC（注册名为RoboStrategy Advisors），这是一家波多黎各有限责任公司（“顾问”）。基金的投资由顾问管理，并受基金董事会（“董事会”，其每位成员均为“董事”）的监督。该基金计划每年根据1986年美国国内税收法典（经修订）第M章的规定，选择作为受监管的投资公司（“RIC”）进行征税；然而，该基金在2026年8月31日结束的首个应税年度将不符合RIC资格，且无法保证该基金在2027年8月31日结束的应税年度会符合RIC资格。

市场机会		\n 该基金成立的目的是投资于顾问认为最具前景的机器人和实体人工智能（“AI”）公司。 \n \n 顾问认为，由于实体AI模型和硬件供应链的进步，世界正处于机器人革命之中。顾问认为，这种全球工业能力的巨变规模可能与工业革命、互联网的创建或手机的普及相当。先进机器人技术的影响将扩展到每个行业、市场和地理区域。因此，高增长的风投支持的机器人公司的机会覆盖广泛。顾问认为，机器人技术有潜力产生颠覆性技术，触及庞大的可触及市场，并提供显著的商业机会。

投资目标		\n 该基金的投资目标是通过主要投资于机器人和实体AI公司的股权和股权关联投资，以实现长期资本增值。该基金主要专注于具有显著增长潜力的私人、风投支持的公司，其中许多公司尚未上市或对个人投资者不广泛可及。 \n \n 无法保证该基金的投资目标能够实现，也无法保证我们的投资计划会成功。在未获得股东事先批准的情况下，基金董事会可以更改投资目标。 \n \n 参见“投资目标与策略”。

投资策略		\n 该基金通过主要投资于机器人和实体AI领域内私人和上市公司股权和股权关联证券，以实现其投资目标。这些投资组合公司可能包括发行普通股或优先股的发行人（以下简称“股权证券”）。股权关联证券包括任何可转换、可行使或可交换为发行人股权证券的债务或股权证券，或为我们提供与该发行人股权证券经济敞口的证券，例如通过特殊目的实体（“SPVs”）或未来股票交付的预付远期合约、掉期或其他合成股权协议进行的投资。 \n \n 该基金旨在构建一个高信心度的、主题一致的组合，包含20-40个头寸。在正常市场条件下，该基金将至少将其净资产（包括用于投资目的的借款）的80%投资于机器人和实体人工智能技术公司的股票和与股票相关的证券，这些公司主要在美国上市。 \n \n 该顾问将“机器人和实体人工智能”公司定义为属于以下类别之一的公司：

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(i)

集成解决方案公司。 设计、创建、集成或提供机器人、自主技术及/或人工智能的公司，这些技术以产品、软件、硬件或系统的形式存在；

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(ii)

关键组件公司。 开发机器人、自主技术或人工智能的构建模块组件的公司，例如用于机器学习的高级机械、半导体、软件和数据库；

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(iii)

认知系统公司。 开发能够执行通常需要人类智能的任务的计算机系统的公司，例如视觉感知、机械动作、语音识别、决策和语言之间的翻译；

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(iv)

关键基础设施公司。 通过提供机器人和实体人工智能的关键组件、材料、计算、能源或制造输入来提供重要的经济曝光度的公司，包括但不限于用于电动机和执行器的稀土矿物、精密执行器和驱动系统、干扰等级GPU和边缘计算硬件、机器人视觉传感器、感知模块和其他运动、传感或控制关键输入。对于此类公司，机器人或实体人工智能的采用必须是投资预期增长、估值和风险状况的重要驱动因素，而不是偶然或非核心的终端市场。除了以下定量标准外，机器人或实体人工智能的采用是“重要驱动因素”，即顾问在投资时预计，公司未来收入增长的超过50%将来自上述输入的销售。顾问基于公司从机器人客户处获得的收入、订单、采购承诺和渠道、其研发支出、资本支出和用于机器人产品的资金使用情况，以及其预期业绩和估值对机器人采用速度的敏感性做出这一预测。

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(v)

前沿系统公司。 创建能够在各种环境中实现通用学习、推理或运动控制的系统的公司（例如，视觉-语言-动作（VLA）模型、物理代理或神经任务规划器）。

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除了在上述类别之一中运营外，机器人和实体人工智能公司必须满足以下至少一项定量标准：

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●

该公司至少50%的收入/利润来自上述一个或多个机器人和实体人工智能类别中的活动，或者该公司至少50%的资产用于上述一个或多个机器人和实体人工智能类别中的活动；或

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	●	如果一家公司尚未产生收入（即“无收入”）或在收入生成公司进行战略转型的情况下，该公司至少会将其当前的研发预算或资本支出的50%用于上述机器人和物理AI类别中的一项或多项活动。

		该基金通常会尽量将其对每家投资组合公司的投资限制在其资产的20%以内，以购买时的资产价值为准。尽管该基金的目标是对其投资的每家投资组合公司的初始投资不超过其资产的20%，但该基金的投资价值会波动，因此任何一项投资在任何时候可能代表超过或低于该基金资产的20%。

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		该基金旨在主要通过直接投资于投资组合公司以及通过特殊目的实体（SPV）进行投资，以获得对特定投资组合公司的接触。该基金也可能投资于公开股票。该基金还可能直接参与与风险投资公司或由辛迪加领导的投资团体共同投资的轮次。

		基金预期投资的特殊目的实体（SPV）将是由独立经理人管理的私人投资工具，这些经理人与基金无关联，旨在通过根据《证券法》规定下的条例D进行的非注册私人证券发行，使基金和其他合格投资者能够获得特定私人公司的集中经济敞口。SPV中的其他合格投资者可能包括高净值个人、家族办公室以及符合“合格投资者”或“合格购买者”要求的实体，具体取决于SPV的结构。通常情况下，SPV中的其他投资者不会与基金或顾问有关联，然而，根据1940年法案、相关规则以及基金获得的任何相关指导或豁免性救济，基金可能根据规定与关联方共同投资于SPV。SPV可能通过多种方式获取对底层私人公司的投资，包括通过SPV经理人与私人公司或其创始人和/或关键员工之间的现有投资、业务或其他关系。基金预期投资的个别SPV可能具有不同的条款和结构，这可能带来独特的风险，并与基金直接持有底层私人公司权益的情况有所不同。基金预期投资的SPV类型可能会收取前期销售费用以及管理费和/或收益分成类型的费用，这些费用将影响基金投资的价值和投资回报。SPV的所有投资者通常将拥有相似的权利，这些权利在SPV的治理文件中有明确规定，但可能根据投资者（包括基金）与SPV经理人之间签订的附带协议而有所改变，并可能为个别SPV投资者提供某些利益。预计基金投资的SPV不会向基金提供关于SPV或底层私人公司的投票权。基金无意投资于那些将向SPV筹集的资本贡献大部分或拥有任何可能导致基金控制SPV的权利的SPV。因此，基金可能投资的由第三方管理的SPV通常不会是基金的“子公司”。

		在有限的情况下，当底层投资组合公司提出请求时，基金可能会为特定目的创建一个子公司SPV，以对该投资组合公司进行特定投资。这些子公司SPV将由基金控制，并在会计上进行合并。这些子公司SPV仅用于持有单一发行人的投资，其本身没有独立的投资策略，受基金与顾问之间的投资咨询协议约束，并且在其他方面与基金一样，受到1940年法案的同等约束。由基金创建的子公司SPV的组织和运营费用、成本、开支和责任将由基金及其股东承担。本文中对基金投资的提及也包括任何子公司SPV的投资。

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		\n 基金可能还将投资于简单的未来股权协议（\"SAFE\"）作为主要投资策略。SAFE 为基金提供了在投资组合公司中未来股权的某些权利，类似于认股权证，但初始投资时不会确定每股的具体价格。基金在 SAFE 下获得股权的能力取决于触发事件的发生，例如定价融资轮次或清算事件。 \n \n 基金可能投资于预付的\"远期合约\"，该合约涉及潜在投资组合公司的机构和个人股东（每个称为\"交易对手\"），根据该合约，此类交易对手承诺在解除转让限制或其他限制后未来交付股权证券。这些合约可能涉及交易对手对未来表现的承诺，包括但不限于在证券变得可自由转让或以其他方式具备转让资格后，将证券转让给我们或我们的托管人，保持对相关基础证券的所有权或控制权，支付与维持和转让股份相关的费用和开支，不转让、出售、质押或以其他方式对这些证券设定负担，以及参与交易对手及其与我们协议中要求的股东进一步行为。我们预计我们签订的远期合约将是预付远期合约，这意味着购买方（在此情况下为我们）需预先支付购买价格。在进行此类交易时，我们将支付一笔预付款，代表相关投资的全部购买价格。基金无需就该交易做出任何额外付款、追加保证金、提供担保或以其他方式承担任何未来的资金义务。 \n \n 在我们购买远期合约的情况下，由于每个基础投资组合公司可能并未必然批准或认可该交易，因此该交易不提供有关其有效性或价值的任何保证或其他承诺，也不保证其会同意、批准或协助将股份转让给我们。

		在适当的情况下，基金可能通过公开股权私人投资（\"PIPE\"）交易，包括通过特殊目的收购公司（\"SPAC\"）结构，收购成长阶段公司的证券。

		基金预计其大部分投资将针对美国国内投资组合公司（即在美国成立的公司），但该基金并未被禁止投资于在外国司法管辖区成立的投资组合公司，包括在新兴市场国家成立的公司。基金将新兴市场国家定义为包含在摩根士丹利资本国际（MSCI）新兴市场指数中的国家。基金有一项政策，即至少将其总资产的 25% 投资于从事科技行业领域的发行人的证券。

		顾问预计，基金持有的股权证券可能需要数年时间才能增值，且无法保证此类增值一定会发生。由于基金大部分投资的流动性较差，且股权证券通常受到转让限制，因此基金可能无法在基金认为有必要出售这些证券的时候，甚至根本无法出售这些证券。

		基金投资的权益证券通常会受到拖售权的约束，这允许公司中的多数股东强制少数股东加入公司出售（这可能以低于我们初始购买价格的每股价格进行）。此外，基金通常会受到锁定期条款的约束，这禁止基金在组合公司首次公开发行（\"IPO\"）后的一段时间内（通常为180天）将其权益投资出售给公开市场。因此，在IPO后，基金能够出售这些证券之前，基金持有的证券的市场价格可能会大幅下跌。有关基金投资相关风险的完整讨论，请阅读题为“投资类型及相关风险因素”的部分。

		基金可能会有机会投资于依赖第3(c)(1)或3(c)(7)条款且根据1940年法案被排除在“投资公司”定义之外的私募基金（\"Private Funds\"），以获得多样化曝光或共同投资权利。即使这些特殊目的实体（SPVs）依赖第3(c)(1)或3(c)(7)条款，基金也不认为为获得特定私募公司曝光而设立的单一发行人SPVs属于“Private Funds”。基金预计对Private Funds的投资不会是其策略的主要部分（即超过基金资产的5%）。

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投资流程		通过结构化进入实现私募市场曝光

		基金旨在通过以下核心策略实现其投资目标：

		识别高质量的成长型公司

		基金专注于具有潜在显著长期增值的处于成长阶段和中期阶段的风投支持公司。基金将成长阶段的公司定义为已获得种子资金或A轮融资的公司，将中期阶段的公司定义为已获得或正在进行B轮至E轮融资的公司。目标企业运营范围涵盖机器人和实体人工智能价值链，包括但不限于人形系统、自主软件、传感和感知、计算机和人工智能硬件、电气化和电力、工业自动化、车队管理和现场机器人。

		顾问利用由创始人、投资者、技术专家和生态系统运营商组成的全球网络。交易来源包括直接的创始人关系、与领先风险投资公司的共同投资，以及对新兴公司的早期可见性。

		顾问利用其集体行业知识和市场分析来识别具有持久差异化优势和强大运营基本面的公司。特别关注那些在战略退出或公开上市之前显示出规模化估值增长潜力的企业。基金的获取优势还得到了其早期参与标志性交易的支持，并通过与潜在组合公司保持密切联系，在关键转折点上进行资本部署。为了评估具有强大运营基本面的公司的广泛投资机会，顾问将扩大其获取网络。

		该基金主要针对美国公司，但也可能有机会在发达市场和新兴市场中投资于少数具有高信心的公司。核心重点仍然是早期到成长阶段的具有突破潜力的私营公司。

		精选投资收购

		该基金通过多种交易结构（包括但不限于直接初级投资、二级购买以及参与特殊目的公司（SPV）或共同投资机会）战略性地收购私营和上市公司在机器人和物理AI领域的股权。这些股权通常对个人投资者来说难以接触到。顾问采用有纪律的定价和投资组合进入方法，旨在以有吸引力的估值进行投资，获得不对称的上行空间。

		该基金强调基于里程碑的资本配置，根据技术或商业转折点的实现情况分配后续投资。这种有纪律的方法支持动态的仓位规模和风险可控的敞口。

		多元化投资组合构建

		为降低投资组合集中风险，该基金在多个机器人子领域构建非控股股权投资的多元化投资组合。这种投资组合设计旨在减少对任何单一公司或垂直领域不利发展的敞口。该基金的结构使投资者能够通过专业管理、公开可访问的工具，接触到早期机器人和AI股权这一传统上流动性差且由机构主导的资产类别。

		顾问应用多层风险管理框架，包括严格的尽职调查、对投资组合公司的积极监控、仓位规模限制和季度估值审查。

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		退出策略

		该基金预计流动性及资本增值主要通过以下方式实现：

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		●	上市或直接上市的组合公司；

		●	并购，包括组合公司的战略出售；

		●	将私人证券二次出售给私人资本市场的合格买家；

		●	组合公司或主要投资者的赎回或回购；

		●	在组合公司退出时，从特殊目的公司（SPV）、私人投资于公共公司（PIPE）或共同投资工具中进行分配。

		鉴于私人市场的流动性较差，退出时间表在不同投资中可能会有显著差异。顾问将积极监控流动性机会，并在确定退出时机和方式时考虑市场状况、组合公司里程碑以及公开市场可比公司。该基金将进行基于强大逻辑的投资，并可能在上市或直接上市后继续持有仓位。在必要时，该基金可能会机会性地重新配置到更多流动性资产（包括现金及现金等价物）以优化投资组合。

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交易所交易代码		“BOT”

当前投资组合		\n 截至2026年9月30日，该基金总资产为2.7766310044亿美元，并直接持有或对以下投资组合公司的证券有敞口：Standard Bots Company，Dyna, Inc.，Apptronik, Inc.，Figure AI, Inc.，Dexmate, Inc.，Maven Robotics，Path Robotics, Inc.，Prometheus Industries, Inc.，Eccentric Machines, Inc.，REK, Inc.，GMI Computing Ltd.，Cyan Robotics, Inc.（d/b/a Coco Robotics），Nox Metals, Inc.，Modal Motors Inc.，Endiatx, Inc.，Allonic, Inc.，Purple Rhombus LLC。 \n \n 参见“该基金及其当前投资组合。” \n \n 基金计划在其网站上按月计算并公布其净资产值，且在每月结束后的30天内公布。此外，基金将在每个季度结束后的60天内，在其网站上公布所有投资组合投资，包括SPV情况下的底层投资组合投资，包括与该底层投资组合投资相关的所持股份的数量和类型或类别，以及每项底层投资组合投资所代表的基金总比例。

杠杆		我们可能会根据《1940年法案》允许的程度使用杠杆。我们被允许通过任何形式的财务杠杆工具获得杠杆，包括从银行或其他金融机构借款、保证金设施、票据或优先股，以及由逆回购协议或类似交易产生的杠杆。我们可能通过进入信贷额度或其他杠杆工具进一步增加杠杆。产生杠杆的工具通常根据《1940年法案》被视为高级证券。对于作为股票的高级证券（即优先股股份），我们在发行任何此类优先股股份时，必须拥有至少200%的资产覆盖，按发行时的资产覆盖计算，即我们总资产（减去所有不以高级证券形式表示的负债和债务）与我们发行的代表债务的高级证券总额加上任何发行中的优先股股份的总清算优先权之比。对于代表债务的高级证券（即借款或视为借款），除《1940年法案》定义的临时借款外，我们必须拥有至少300%的资产覆盖，按借款时的资产覆盖计算，即我们总资产（减去所有不以高级证券形式表示的负债和债务）与我们发行的代表债务的高级证券总额之比。参见“杠杆相关风险。”

分配政策		我们分配的时间和金额（如有）将由我们的董事会决定。任何向我们股东的分配都将从法律上可用于分配的资产中宣布。由于我们主要专注于投资提供资本增值机会的权益证券，我们预计不会按季度或其他方式支付股息，也不会成为可预测的股息分配者。我们分配的具体税务特征将在年度结束之后向股东报告。未来分配（如有）将由我们的董事会决定。参见“分配。”为了符合RIC的资格，我们必须进行某些分配。参见“某些美国联邦所得税考虑因素 - 作为受监管投资公司的税务处理。”

分配再投资计划		我们已采用“退出”分配再投资计划，供我们的股东使用。因此，如果我们宣布现金股息或其他分配，未“退出”我们分配再投资计划的每位股东将自动将其股息或分配再投资于我们普通股的额外股份，而不是收到现金分配。通常，以普通股形式收到股息和其他分配的股东，其美国联邦税务后果与选择以现金形式收到分配的股东相同；然而，由于他们的现金股息将被再投资，这些股东将无法获得现金来支付再投资股息的任何适用税款。参见“分配再投资计划”。

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董事会		董事会总体负责监督和管理基金的投资计划及其管理和运营。董事会大多数成员是并非基金或顾问的“关联人士”的个人，该术语按照1940年法案的定义。参见“基金的管理”。

顾问		根据基金和顾问之间的投资顾问协议（“顾问协议”），顾问担任基金的投资顾问。顾问是一家根据波多黎各法律成立的有限责任公司。顾问由其投票成员安德鲁·康和马克·韦斯坦因控制。顾问协议的初始期限为两年。此后，如果董事会每年批准继续，则顾问协议可每年继续有效。任何一方可提前60天通知终止顾问协议。参见“基金的管理”。

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管理费

根据顾问协议，基金向顾问支付投资管理费，作为顾问向基金提供的顾问和其他服务的对价。为此类服务，基金按年费率2.5%向顾问支付费用，该费用按基金的毛资产平均价值（包括以借款购买的资产）计算，并按最近两个完整日历月的平均价值在每月末支付（“管理费”）。

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参见“基金的管理”和“费用和开支”。

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其他费用和开支		除了根据顾问协议应由顾问承担的特定费用外，基金及其投资者承担基金业务中产生的所有费用和运营费用。参见“基金费用摘要”和“费用和开支”。

利益冲突		顾问及其关联方可能为其自身账户和其他管理账户进行投资活动，这可能导致对基金不利的利益冲突。基金和顾问已制定政策和程序以减轻任何利益冲突的影响。参见“利益冲突”。

最新进展		\n 2026年5月11日，我们与顾问和Roth Principal Investments, LLC（“Roth”）签订了一份股权额度信贷（“承诺股权计划”）协议（“购买协议”），Roth是一家特拉华州有限责任公司。根据购买协议，基金在该计划启动后的36个月内有权（但非义务）指示Roth购买总毛购买价格高达20亿美元的基金普通股。 \n \n 根据购买协议进行的普通股销售完全由基金自行决定，基金没有义务向Roth出售任何股份。根据该计划出售股份的购买价格通常基于基金普通股的市场价格，再减去2.0%的折扣。然而，基金不得根据购买协议以低于（i）基金当时的每股净资产值或（ii）购买协议中规定的适用基础价格中的较高者的价格出售股份。购买协议还包含在适用的纳斯达克规则下未经股东批准不得发行的股份数量限制，并限制Roth对基金已发行普通股的有益所有权。 \n \n 作为与购买协议相关的一部分，基金同意向Roth支付25,000美元的结构费用和最高14,000,000美元的承诺费用。基金还与Roth签订了一份登记权协议，根据该协议，基金同意为根据购买协议可发行的股份办理重新销售登记。 \n \n 作为与购买协议相关的一部分，基金此前已提交了一份登记声明，涵盖Roth根据购买协议最多可发行的14,100,000股基金普通股的重新销售。购买协议预计最多购买20亿美元的基金普通股；然而，在完全使用购买协议下的可用金额之前，可能需要提交额外的登记声明，并且在适用的情况下，根据纳斯达克规则获得股东批准。

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估值

基金股份的净资产值（NAV）将根据基金投资组合证券和其他资产的价值按月计算，或在需要时更频繁地计算。请参见“净资产值的计算”。基金的政策是，在有现成市场报价时，使用市场报价对投资组合证券进行估值。根据该政策，只有在活跃市场中存在未调整的相同投资的报价，并且基金可以在计量日访问该报价时，市场报价才被视为 readily available（现成可用）。如果报价不可靠，则该报价将不被视为 readily available。如果市场报价不可用，证券或其他资产将根据基金的估值政策和程序按其公允市场价值进行估值。

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基金将将其资产的很大一部分投资于某些证券和其他金融工具，例如私人公司的股权证券，这些证券没有易于确定的市场价格。当市场报价不易获得或被顾问认为不可靠时，基金的投资将根据董事会批准的程序和方法按公允价值进行估值。董事会已指定顾问根据1940年法案下的规则2a-5以及基金的估值程序和方法来确定基金投资的公允价值。

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公允价值本质上具有主观性，且无法保证该价格会等于或接近在独立第三方之间的交易中该证券的出售价格。参见“净资产价值的计算”。

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税务概要		我们打算为美国联邦所得税目的而被认定为合格的受控外国公司（RIC），并且我们打算以符合RIC适用税务待遇的方式运营；然而，我们不会在截至2026年8月31日的首个应税年度内符合RIC资格，且无法保证我们在截至2027年8月31日的应税年度内会符合RIC资格。在我们的首个应税年度以及之后任何我们不符合RIC资格的年度，我们将被视为美国联邦所得税目的下的公司。因此，基金将根据其应税收入按公司税率以及适用的州和地方所得税缴纳美国联邦所得税。基金的分配通常将被视为在基金的当前和累计收益和利润范围内向投资者征税的股息收入。向非美国投资者的基金分配通常将受到30%的美国联邦预提税，或根据适用的所得税条约规定的较低税率。建议潜在投资者就持有股份的特定美国联邦、州、地方和非美国税务后果咨询自己的税务顾问。

		如果我们在随后的应税年度内符合RIC资格，我们作为RIC的税务待遇将使我们能够扣除向股东支付的合格分配，因此我们通常仅就保留而不进行分配的收益缴纳美国联邦所得税。

		为了保持RIC的地位，我们必须，除其他要求外：

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		●	在每个应税年度中，至少获得90%的总收入来自股息、利息、出售或其他处置股票或证券的收益以及其他指定的投资收入类别；以及

		●	保持投资组合的多样化。

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		此外，为了获得RIC的税务待遇，我们通常必须在每个应税年度及时分配（或被视为分配）股息，以满足美国联邦所得税目的下至少等于以下两项之和：(i) 我们投资公司应税收入的90%（通常为我们的普通收入加上实现的短期资本利得净额超过实现的长期资本损失净额的差额）以及(ii) 该应税年度内我们净免税收入的90%。

		作为RIC，我们通常不会因向股东及时分配（或视为分配）的投资公司应税收入和净资本利得而被征收美国联邦所得税。如果我们未向股东分配投资公司应税收入和净资本利得，我们将根据公司税率被征收美国联邦所得税。如果我们未能及时分配足够数量的投资公司应税收入或净资本利得，我们可能会被征收4%的不可抵扣美国联邦消费税。我们可能会选择保留全部或部分净资本利得或部分收入，并就此类收入或利得缴纳相应的美国联邦所得税。详见“某些美国联邦所得税考虑因素”。

风险因素		无法保证基金能够实现其投资目标。您在基金中的投资价值以及您从基金投资中获得的回报金额可能会大幅波动。您可能会损失在基金中的部分或全部投资，或者您的投资可能表现不如其他类似投资。因此，在投资基金之前，请仔细考虑以下风险。请参阅“投资类型及相关风险因素”部分，以更详细地讨论与基金相关的主要风险因素。

		与我们业务和结构相关的风险

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基金可能投资于少数几家组合公司，从而导致投资组合缺乏多样化。

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		●	不利的市场状况可能对基金的组合公司和基金回报产生重大不利影响。

		●	政治、社会和经济不确定性风险可能对基金产生重大不利影响。

		●	网络攻击可能对基金产生重大不利影响。

		●	美国关税和进出口法规的变化可能对我们的组合公司的运营产生负面影响，并进而对我们产生负面影响。

		●	用组合公司股份交换基金股份可能给基金带来投资和经济挑战。

		●	依赖顾问的关键人员存在风险。

		●	基金的财务状况和经营成果取决于其实现投资目标的能力。

		●	基金可能会经历季度业绩的波动，它可能无法复制过去的投资机会或在以后期间进行目前所做的类型的投资。

		●	基金在直接股权投资机会的高竞争市场中运营。如果基金无法进行投资，可能会影响其业绩。

		●	基金在投资者资本的高竞争市场中运营，直接竞争对手进入市场可能对基金筹集资本的能力产生不利影响。

		●	存在重大潜在利益冲突，这可能影响基金的投资回报并限制其投资政策的灵活性。

		●	我们的董事长兼首席执行官拥有我们股票的重大百分比，并能够对需股东批准的事项施加重大控制。

		●	如果您的投资价值下降，管理费仍需支付。

		●	监管基金运营的法律或法规的变化可能对基金业务产生不利影响。

		●	管理人对基金的投资组合拥有完全的自主权，基金的股东不参与投资决策。

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		●	我们的投资组合将按照我们董事会制定的程序，以诚信原则确定的公允价值进行记录，因此我们投资组合的价值存在且将持续存在不确定性。

		●	我们的投资组合可能集中在少数几家投资公司，如果其中一家或多家公司的业务或市场地位恶化，或其特定行业遭遇市场下滑，这将使我们面临重大损失的风险。

		●	与多元化基金相比，我们可能更容易受到任何单一企业、经济、政治或监管事件的不利影响。

		●	我们进入与关联方交易的能力受到限制。

		●	如果我们无法符合“合格投资公司”（RIC）的条件，我们将因收入和收益被美国联邦公司税率征税而受到约束。

		●	如果我们能在随后的应税年度符合RIC资格，如果我们提前或在未收到代表该收入的现金的情况下确认收入，可能会难以支付规定的分配。

		●	如果我们能在随后的应税年度符合RIC资格，但未被认定为“公开发行的受监管投资公司”，某些股东将被视为已收到某些收入，并且其分摊的费用可能无法扣除。

		●	我们无法预测新的税收立法将如何影响我们、我们的投资或我们的股东，任何此类立法都可能对我们业务产生不利影响。

		●	我们的董事会可以在未事先通知或股东批准的情况下更改我们的非基本投资政策和投资策略，其影响可能是不利的。

		●	基金有赔偿义务。

		与我们投资相关的风险

		●	基金对投资组合公司的投资可能非常具有风险，基金可能会损失全部或部分投资。

		●	基金可能无法从其投资中实现收益，可能被迫因多数股东的行为而以损失出售其投资，而且由于某些投资组合公司可能为资助其运营而承担大量债务，如果其中任何一家投资组合公司破产或清算，基金可能会在其投资中遭受全部损失。

		●	由于基金的投资通常不是公开交易的证券，其投资的公允市场价值存在不确定性，这可能会影响基金净资产值（NAV）的确定。

		●	基金的许多投资缺乏流动性，且可能需要较长的持有期，这可能对基金的业务产生不利影响，并延迟任何收益的分配。

		●	基金投资的科技类公司面临许多风险，包括波动性、激烈的竞争、产品生命周期缩短、产品过时、消费者偏好变化以及周期性衰退。

		●	投资于人形和实体人工智能技术公司存在风险。

		●	Because the Fund will generally not hold controlling equity interests in its portfolio companies, the Fund will likely not be in a position to exercise control over the portfolio companies or to prevent decisions by substantial shareholders or management of the portfolio companies that could decrease the value of its investments.

		●	Investments in foreign companies may involve significant risks in addition to the risks inherent in U.S. investments.

		●	There are risks associated with investing in SPVs or similar investment structures, including that the Fund will bear its pro rata portion of expenses on investments in SPVs and will have no direct claim against underlying portfolio companies.

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		●	There are risks relating to investing in PIPE transactions offered by SPACs.

		●	Indirect investments in portfolio companies involve substantial risks, including that the portfolio company may not recognize our investment and actively seek to obstruct it.

		●	There are significant potential risks relating to investing in securities traded on private secondary marketplaces.

		●	Due to transfer restrictions and the illiquid nature of the Fund’s investments, the Fund may not be able to purchase or sell its investments when it determines to do so.

		●	The Fund may be subject to lock-up provisions or agreements that could prohibit it from selling its investments for a specified period of time.

		●	There are significant potential risks associated with investing in venture capital and private equity-backed companies with complex capital structures.

		●	There are significant potential risks relating to holding portfolio company securities following an IPO.

		●	There are risks relating to investing in other registered investment companies.

		●	There are risks relating to investing in ETFs and ETPs.

		●	Investments in Private Funds may involve significant risks.

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Investments in forward contracts involve\nconsiderable risks.

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No direct relationship. We may invest in contractual\narrangements or prepaid “forward contracts” that involve institutional and individual shareholders (each a “counterparty”)\nof a potential portfolio company whereby such counterparties promise future delivery of such securities upon removal of transferability\nor other restrictions. Settlement of such prepaid forward contracts will occur only once the underlying securities become freely transferable\nor otherwise become eligible for transfer following an IPO or other liquidity event. Prior to settlement, we will remain subject to the\nrisk that the counterparty may fail to perform its obligations under the applicable agreement, whether inadvertently, by operation of\nlaw, intentionally or fraudulently, which could adversely affect our performance.

\n\n

Portfolio company may not be a party. In cases where\nwe purchase a forward contract through a secondary marketplace, we may have no direct relationship with, or right to contact, enforce\nrights against, or obtain personal information or contact information concerning a counterparty.

\n\n

Individual counterparties. Forward contracts with\nindividuals involve: (i) heightened enforceability challenges relative to institutional counterparties, (ii) increased creditworthiness\nconcerns given individuals’ limited financial resources, (iii) reduced liquidity and transferability, and (iv) elevated operational\nand legal risks due to less standardized documentation and settlement practices. In cases where we purchase a forward contract, because\neach underlying portfolio company may not have necessarily approved or endorsed the transaction, it offers no warranties or other promises\nas to the validity or value thereof, and no promise that it will agree with, approve, or facilitate transfer of shares to us.

\n\n

Complications may arise with respect to a corporate event.\nIn cases where we purchase a forward contract, in the event of a public offering, sale, or other corporate event affecting a portfolio\ncompany, it could be complicated, uncertain, and require further legal review, negotiation, and other acts for us to work with brokers,\ntransfer agents, and representatives of the portfolio company, its potential acquirer, and other parties.

\n\n

Portfolio company may object. A portfolio company\nmay not be a party to and may not have approved or been informed of a counterparty’s transactions with us, and, should such portfolio\ncompany object to the existence of the forward contract, it may take any number of steps to discourage or obstruct the transactions.

\n\n

Should a counterparty to a forward transaction die, become\nbankrupt, disabled, or no longer have legal capacity, it may not honor its contractual obligations with respect to its shares, and in\nsome cases, may be relieved of such obligations.

\n\n

Due to divorce, bankruptcy, or for other reasons, counterparties\nmay be subject to court orders or other legal requirements affecting their shares that are inconsistent with their obligations to us.

\n\n

To mitigate some of the risks inherent in purchasing forward\ncontracts, we may purchase insurance (at additional cost to us), which may be inadequate, and coverage limited or denied due to (among\nother things) liability limits, exclusions, the scope and limitations of coverage, the good faith and compliance of the insurer in honoring\nclaims, the performance of the pool in making claims, among other things.

-11-


		Risks Related to Leverage

		●	We may borrow money, which may magnify the potential for loss and may increase the risk of investing in us.

		●	Regulations governing our operation as a registered closed-end management investment company affect our ability to raise additional capital and the way in which we do so. The raising of debt capital may expose us to risks, including the typical risks associated with leverage.

		Risks Related to Our Securities and the Committed Equity Facility

		●	It is not possible to predict the actual number of shares we will sell under the Purchase Agreement to Roth Principal Investments, or the actual gross proceeds resulting from those sales. Further, we may not have access to the full amount available under the Purchase Agreement with Roth Principal Investments.

		●	The sale of the shares of common stock acquired by Roth Principal Investments (or issued pursuant to other offerings, including any future “at-the-market” program), or the perception that such sales may occur, could cause the price of our common stock to fall.

		●	Investors who buy shares at different times will likely pay different prices.

		●	The issuance of additional securities may dilute the voting power and economic interests of holders of our common stock and may create securities with rights and preferences that are senior to those of our common stock.

		Risks Related to the Listing of Our Shares

		●	Common stock of closed-end management investment companies has in the past frequently traded at discounts to their NAVs, and we cannot assure you that the market price of our shares will not decline below our NAV per share.

		·	Our common stock has traded at a premium to net asset value; however, we cannot assure that this will occur after any offering.

		●	Our direct listing differed significantly from listings arising from an underwritten initial public offering.

		●	The public price of our shares of common stock may have little or no relationship to the historical sales prices of our shares of common stock.

		●	Direct listings by closed-end management investment companies are infrequent, which could contribute to a volatile trading price and uncertain trading volume for our common stock.

		●	Investors in our common stock may be unable to bring claims under Sections 11 and 12(a)(2) of the Securities Act due to the requirement to trace shares to the applicable registration statement, which may limit the remedies available to investors acquiring shares in a direct listing and adversely impact the market price of our common stock.

		●	Our stock price may be volatile, and could decline significantly and rapidly.

		●	An active, liquid, and orderly market for our common stock may not be sustained. You may be unable to sell your shares of common stock at or above the price at which you purchased them.

		See “Types of Investments and Related Risk Factors.”

-12-

FEES AND EXPENSES

The following table is intended to assist you\nin understanding the costs and expenses that you will bear directly or indirectly. We caution you that some of the percentages indicated\nin the table below are estimates and may vary. The expenses shown in the table under “Annual expenses” are based on estimated\namounts for our current fiscal year. The following table should not be considered a representation of our future expenses. Actual expenses\nmay be greater or less than shown. Except where the context suggests otherwise, whenever this Prospectus contains a reference to fees\nor expenses paid by “us” or “the Fund” or that “we” will pay fees or expenses, you will indirectly\nbear these fees or expenses as an investor in the Fund.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

*Annual expenses*	*Percentage of Net Assets Attributable to Common Stock*
Management Fee	[2.50]%⁽¹⁾
Interest Payments on Borrowed Funds	[0.00]%⁽²⁾
Acquired Fund Fees and Expenses	[0.07]%⁽³⁾
Other Expenses	[1.41]%⁽⁴⁾
Current Income Tax Expense	[0.00]%⁽⁵⁾
Deferred Income Tax Expense	[0.00]%⁽⁶⁾
Total Annual Expenses	[3.98]%

\n \n \n \n

Under the Advisory Agreement we will pay the Adviser a Management Fee, payable monthly, in an amount equal to 2.50% of our average gross assets at the end of the two most recently completed calendar months. For purposes of the Advisory Agreement, the term “gross assets” includes assets purchased with borrowed amounts. The Management Fee reflected in the table is estimated for the Fund’s current fiscal year. Additionally, this estimate is calculated by determining the ratio that the Management Fee bears to our net assets attributable to common stock (rather than our gross assets).

\n \n \n \n

2.	The Fund does not intend to incur leverage within the next twelve months.

\n \n \n \n

3.	Acquired Fund Fees and Expenses are the indirect costs of investing in other investment companies. The amount under this line item is estimated for the current fiscal year.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

4.	Other expenses includes accounting, valuation, legal and auditing fees of the Fund, organizational costs, expenses related to the Fund’s distribution reinvestment plan, as well as fees paid to the Administrator, the transfer agent, the custodian and the Directors. Other expenses are estimated for the current fiscal year.

5.	The Fund may not qualify as a RIC and thus may be treated as a corporation for U.S. federal income tax purposes for its taxable year ending August 31, 2027. Because the Fund does not generally expect to receive interest or dividend income from its investments, the Fund does not expect to incur income tax expense for the fiscal year ended August 31, 2027.

6.	Deferred income tax expense relates to the tax effect of unrealized appreciation or depreciation on the Fund’s investments resulting from the Fund being treated as a corporation for U.S. federal income tax purposes for its initial taxable year, and for any year thereafter in which the Fund does not qualify as a RIC. The Fund is not able to estimate any deferred income tax expense that may be incurred in future years.

The following example demonstrates the projected\ndollar amount of total cumulative expenses over various periods with respect to a hypothetical investment in our common stock. In calculating\nthe following expense amounts, we have assumed we would have no additional leverage and that our annual operating expenses would remain\nat the levels set forth in the table above.

\n \n \n \n \n \n \n \n \n \n \n \n \n

Example	1 \nYear	3 \nYear	5 \nYears	10 \nYears
You would pay the following expenses on a $1,000 investment, assuming a 5% annual return	$ [40]	$ [127]	$ [224]	$ [523]

The foregoing table is to assist you in understanding\nthe various costs and expenses that an investor in our common stock will bear directly or indirectly. While the example assumes, as required\nby the SEC, a 5% annual return, our performance will vary and may result in a return greater or less than 5%. In addition, while the example\nassumes reinvestment of all dividends and distributions at NAV, if our Board authorizes and we declare a cash dividend, participants in\nour distribution reinvestment plan who have not otherwise elected to receive cash will receive a number of shares of our common stock,\ndetermined by dividing the total dollar amount of the distribution payable to a participant by the market price per share of our common\nstock at the close of trading on the valuation date for the distribution. See “Distribution Reinvestment Plan” for additional\ninformation regarding our distribution reinvestment plan.

This example and the expenses in the table above\nshould not be considered a representation of our future expenses, and actual expenses (including the cost of debt, if any, and other expenses)\nmay be greater or less than those shown.

-13-

FINANCIAL HIGHLIGHTS

[Information regarding our\nfinancial highlights is incorporated by reference herein from our most recent Annual Report on Form\nN-CSR for the fiscal year ended August 31, 2026, filed with the SEC on [_], 2026.]

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Prospectus, including the documents we incorporate\nby reference herein, contains forward-looking statements that involve substantial risks and uncertainties. These forward-looking statements\nare not historical facts, but rather are based on current expectations, estimates and projections about the Fund, our current and prospective\nportfolio investments, our industry, our beliefs, and our assumptions. Words such as “anticipates,” “expects,”\n“intends,” “plans,” “will,” “may,” “continue,” “believes,” “seeks,”\n“estimates,” “would,” “could,” “should,” “targets,” “projects,”\nand variations of these words and similar expressions are intended to identify forward-looking statements.

The forward-looking statements contained in this\nProspectus involve risks and uncertainties, including statements as to:

\n \n \n \n

●	our future operating results, including our ability to achieve objectives;

\n \n \n \n

●	our business prospects and the prospects of our portfolio companies;

\n \n \n \n

●	the impact of investments that we expect to make;

\n \n \n \n

●	our contractual arrangements and relationships with third parties;

\n \n \n \n

●	the dependence of our future success on the general economy and its impact on the industries in which we invest;

\n \n \n \n

●	market conditions and our ability to access capital;

\n \n \n \n

●	the ability of our portfolio companies to achieve their objectives;

\n \n \n \n

●	the valuation of our portfolio companies, particularly those having no liquid trading market;

\n \n \n \n

●	our expected financings and investments;

\n \n \n \n

●	the adequacy of our cash resources and working capital; and

\n \n \n \n

●	the timing of cash flows, if any, from our investments.

These statements are not guarantees of future\nperformance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and difficult to predict\nand could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements, including without\nlimitation:

\n \n \n \n

●	a contraction of available credit and/or an inability to access the equity markets could impair our investment activities;

\n \n \n \n

●	interest rate volatility could adversely affect our results, particularly if we elect to use leverage as part of our investment strategy;

\n \n \n \n

●	currency fluctuations could adversely affect the results of our investments in foreign companies, particularly to the extent that we receive payments denominated in foreign currency rather than U.S. dollars;

\n \n \n \n

●	the impact of information technology system failures, data security breaches, data privacy compliance, network disruptions and cybersecurity attacks; and

\n \n \n \n

●	the risks, uncertainties and other factors we identify in “Types of Investments and Related Risk Factors” and elsewhere in this Prospectus and in our filings with the SEC.

-14-

PLAN OF DISTRIBUTION

We may offer, from time to time, up to $[_]\nin aggregate offering price of our common stock, preferred stock, subscription rights to purchase shares of our common stock, or debt\nsecurities in one or more underwritten public offerings, at-the-market offerings, negotiated transactions, block trades, best efforts\nor a combination of these methods. We may sell securities directly or through agents we designate from time to time. Any underwriter or\nagent involved in the offer and sale of the securities will be named in the applicable prospectus supplement. A prospectus supplement\nor supplements will also describe the terms of the offering of the securities, including: the purchase price of the securities and the\nproceeds, if any, we will receive from the sale; any overallotment options under which underwriters may purchase additional securities\nfrom us; any agency fees or underwriting discounts and other items constituting agents’ or underwriters’ compensation; the\npublic offering price; any discounts or concessions allowed or re-allowed or paid to dealers; and any securities exchange or market on\nwhich the securities may be listed. Only underwriters named in the prospectus supplement will be underwriters of the securities offered\nby such prospectus supplement.

The distribution of the securities may be effected\nfrom time to time in one or more transactions at a fixed price or prices, which may be changed, at prevailing market prices at the time\nof sale, at prices related to such prevailing market prices, or at negotiated prices; provided, however, that the offering price per share\nof our common stock, less any underwriting commissions or discounts, must equal or exceed the NAV per share of our common stock at the\ntime of the offering except (1) in connection with a rights offering to our existing stockholders, (2) with the consent of the majority\nof our common stockholders, or (3) under such circumstances as the SEC may permit. The price at which securities may be distributed may\nrepresent a discount from prevailing market prices.

In connection with the sale of the securities,\nunderwriters or agents may receive compensation from us or from purchasers of the securities, for whom they may act as agents, in the\nform of discounts, concessions or commissions. Our common stockholders will indirectly bear such fees and expenses as well as any other\nfees and expenses incurred by us in connection with any sale of securities. Underwriters may sell the securities to or through dealers\nand such dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions\nfrom the purchasers for whom they may act as agents. Underwriters, dealers and agents that participate in the distribution of the securities\nmay be deemed to be underwriters under the Securities Act, and any discounts and commissions they receive from us and any profit realized\nby them on the resale of the securities may be deemed to be underwriting discounts and commissions under the Securities Act. Any such\nunderwriter or agent will be identified and any such compensation received from us will be described in the applicable prospectus supplement.\nThe maximum aggregate commission or discount to be received by any member of the Financial Industry Regulatory Authority or independent\nbroker-dealer will not be greater than 8% of the gross proceeds of the sale of securities offered pursuant to this prospectus and any\napplicable prospectus supplement. We may also reimburse the underwriter or agent for certain fees and legal expenses incurred by it.

Any underwriter may engage in overallotment, stabilizing\ntransactions, short-covering transactions and penalty bids in accordance with Regulation M under the Securities Exchange Act of 1934,\nas amended (the “Exchange Act”). Overallotment involves sales in excess of the offering size, which create a short position.\nStabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum\nprice. Syndicate-covering or other short-covering transactions involve purchases of the securities, either through exercise of the overallotment\noption or in the open market after the distribution is completed, to cover short positions. Penalty bids permit the underwriters to reclaim\na selling concession from a dealer when the securities originally sold by the dealer are purchased in a stabilizing or covering transaction\nto cover short positions. Those activities may cause the price of the securities to be higher than it would otherwise be. If commenced,\nthe underwriters may discontinue any of the activities at any time.

Any underwriters that are qualified market\nmakers on the Exchange may engage in passive market making transactions in our common stock on the Exchange in accordance with\nRegulation M under the Exchange Act, during the business day prior to the pricing of the offering, before the commencement of offers\nor sales of our common stock. Passive market makers must comply with applicable volume and price limitations and must be identified\nas passive market makers. In general, a passive market maker must display its bid at a price not in excess of the highest\nindependent bid for such security; if all independent bids are lowered below the passive market maker’s bid, however, the\npassive market maker’s bid must then be lowered when certain purchase limits are exceeded. Passive market making may stabilize\nthe market price of the securities at a level above that which might otherwise prevail in the open market and, if commenced, may be\ndiscontinued at any time.

-15-

USE OF PROCEEDS

Unless otherwise specified in any applicable prospectus\nsupplement or in any free writing prospectus we have authorized for use in connection with a specific offering, we intend to use the net\nproceeds from the sale of our common stock pursuant to this prospectus for general corporate purposes, which may include, among other\nthings, investing in accordance with our investment objective and strategy, repayment of any outstanding indebtedness, paying operating\nexpenses and other general corporate purposes.

We anticipate that substantially all of the net\nproceeds of an offering of common stock pursuant to this prospectus and any applicable prospectus supplement or free writing prospectus\nwill be used for the above purposes within three months of any such offering, depending on the availability of appropriate investment\nopportunities consistent with our investment objective, but no longer than within six months of any such offerings. However, we can offer\nno assurance that we will be able to achieve this goal.

We may sell securities directly or through agents\nwe designate from time to time. We will name any agent involved in the offering and sale of securities and we will describe any commissions\nwe will pay the agent in the applicable prospectus supplement. Unless the prospectus supplement states otherwise, our agent will act on\na best-efforts basis for the period of its appointment.

Under agreements that we may enter, underwriters,\ndealers and agents who participate in the distribution of our securities may be entitled to indemnification by us against certain liabilities,\nincluding liabilities under the Securities Act, or contribution with respect to payments that the agents or underwriters may make with\nrespect to these liabilities. Underwriters, dealers and agents may engage in transactions with, or perform services for, us in the ordinary\ncourse of business.

If so indicated in the applicable prospectus supplement,\nwe will authorize underwriters or other persons acting as our agents to solicit offers by certain institutions to purchase our securities\nfrom us pursuant to contracts providing for payment and delivery on a future date. Institutions with which such contracts may be made\ninclude commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable institutions\nand others, but in all cases such institutions must be approved by us. The obligations of any purchaser under any such contract will be\nsubject to the condition that the purchase of our securities shall not at the time of delivery be prohibited under the laws of the jurisdiction\nto which such purchaser is subject. The underwriters and such other agents will not have any responsibility in respect of the validity\nor performance of such contracts. Such contracts will be subject only to those conditions set forth in the prospectus supplement, and\nthe prospectus supplement will set forth the commission payable for solicitation of such contracts.

In order to comply with the securities laws of\ncertain states, if applicable, our securities offered hereby will be sold in such jurisdictions only through registered or licensed brokers\nor dealers.

THE FUND AND ITS CURRENT PORTFOLIO

The Fund is a non-diversified closed-end management\ninvestment company registered under the 1940 Act. The Fund was organized as a Maryland corporation on May 23, 2025. The Fund’s principal\naddress is 151 Calle de San Francisco, Suite 200, San Juan, Puerto Rico 00901, and its telephone number is 787-722-6881. Investment advisory\nservices are provided to the Fund by the Adviser pursuant to the Advisory Agreement. The individuals who serve on the Board are responsible\nfor monitoring and overseeing the Fund’s investment program. See “Management of the Fund.”

As of September 30, 2026, the Fund has exposure to\n17 portfolio companies. The table below provides additional information regarding each portfolio company. The Fund intends to deploy existing\ncash and future proceeds into additional investments that meet its investment objective and strategy. Percentages of Net Assets are calculated\nbased on the Fund’s Net Assets Applicable to Common Shares of $277,663,100.44 as of September 30, 2026.

-16-

The Fund intends to calculate and publish its\nnet asset value on its website on a monthly basis, within 30 days of month end. Additionally, all portfolio investments, including the\nunderlying portfolio investments in the case of SPVs, including the number and type or class of shares held with respect to such underlying\nportfolio investments, as well as the aggregate percentage of the Fund represented by each underlying portfolio investment, are published\non its website within 60 days of the quarter end. The Fund may calculate its net asset value on a more frequent than monthly basis, as\nmay be required. See “Calculation of Net Asset Value.”

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n\n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Portfolio \nCompany	Nature of	Fair Value \n$	Security Type	Shares	Investment \nYear	% of Net \nAssets
Business
Standard Bots^(a)(b)(c)	Industrial Automation	$86,999,974	Direct ownership of Series C Preferred Stock	2,910,652	2026	31.3%
Dyna, Inc.^(a)(b)(c)	General Purpose Robotics	$41,279,462	Direct ownership of Series A Preferred Stock	1,491,163	2025	14.9%
Figure AI,\n Inc.^{(a)(b)(c)(d)(f)}	Humanoid Robotics	$38,194,079	LP Interest in NV FigureAI Series B QP Partners LLC has economic exposure to Figure AI, Inc. Series B Preferred Stock	237,442	2025	13.8%
Maven\nRobotics^(a)(b)(c)	General Purpose Robotics	$25,000,003	Direct ownership of Series Seed 1 Preferred Stock	1,804,429	2026	9.0%
Apptronik, Inc.^{(a)(b)(c)(d)(f)}	Humanoid Robotics	$20,561,856	LP Interest in AP 1125 Fund V, a series of Capital Factory, LP invested in Apptronik, Inc. Series A-1, A-2 and Seed 1 Preferred Stock	579,213	2025	7.4%
Apptronik,\n Inc.^(a)(b)(c)(f)	Humanoid Robotics	$18,829,033	Direct ownership of Series Seed Preferred Stock	513,046	2025	6.8%
Dexmate, Inc.^(a)(b)(c)	General Purpose Robotics	$13,993,891	Direct ownership of Series Seed Preferred Stock	1,740,280	2026	5.0%
Dexmate, Inc.^(a)(b)(c)	General Purpose Robotics	$11,440,311	Direct ownership of Series Seed Plus Preferred Stock	1,224,178	2026	4.1%
Path Robotics, Inc.^(a)(b)(c)	Industrial Automation	$5,999,996	Direct ownership of Series D-2 Preferred Stock	773,660	2025	2.2%
Prometheus Industries,\nInc.^(a)(b)(c)(d)	General Purpose Robotics	$3,500,000	Direct ownership in RoboStrategy Prometheus LLC which has economic exposure to Prometheus Industries, Inc. Series B Preferred Stock	82,414	2026	1.3%
Eccentric Machines, Inc.^(a)(b)(c)	Robotics Infrastructure	$3,000,000	Direct ownership of Series Seed Preferred Stock	2,076,915	2026	1.1%
REK, Inc.^(a)(b)(c)	Entertainment	$2,500,000	Direct ownership of Series Seed Preferred Stock	1,875,891	2025	0.9%
GMI Computing Ltd.^(a)(b)(c)	Cloud Infrastructure	$2,206,000	Direct ownership of Series B-2 Preferred Stock	780,889	2025	0.8%
Coco\nRobotics (Cyan Robotics, Inc.)^{(a)(b)(c)(d)(e)}	Logistics	$1,500,000	RoboStrategy DDGR LLC invested in Cyan Robotics, Inc. SAFE	1	2026	0.5%
\n Nox Metals, Inc.^(a)(b)(c)(e) \n	Advanced Manufacturing	$750,000	Direct ownership SAFE instrument convertible into Series B-equivalent Preferred Stock at next qualified equity financing	1	2026	0.3%
\n Modal Motors Inc.^(a)(b)(c)(e)	Robotics Infrastructure	$500,000	Direct ownership SAFE instrument convertible into preferred stock at next qualified equity financing	1	2026	0.2%
Endiatx, Inc.^(a)(b)(c)	Medical Robotics	$499,998	Direct ownership of Series A Preferred Stock	285,322	2025	0.2%
Allonic, Inc.^(a)(b)(c)	Robotics Infrastructure	$291,500	Direct ownership of Pre-seed Preferred Stock	154,798	2026	0.1%
Purple Rhombus LLC^{(a)(b)(c)(d)(e)}	Defense Robotics	$250,000	LP Interest in PU-1003 Fund I, a series of MV Funds, LP invested in Purple Rhombus LLC SAFE Note	1	2025	0.1%

(a)

Non-income producing security.

(b)

Level 3 securities fair valued using significant unobservable inputs.

(c)

Restricted investments as to resale.

(d)

The Fund has a direct investment in an SPV which has a direct or indirect investment in an underlying\nportfolio company. The number of units presented, if applicable, are the units in the SPV owned by the Fund, which represents the equivalent\nnumber of securities of the underlying portfolio company for which the investment has economic exposure.

\n\n\n

	(e)	Simple Agreement for Future Equity (\"SAFE\"). Upon a qualified equity financing, the SAFE will\nconvert into preferred shares of the issuer in accordance with its terms.
	(f)	These securities were contributed in-kind to the Fund by entities controlled by Marc Weinstein and Andrew Kang prior to the registration\nof the Fund under the 1940 Act. The securities contributed consisted of (i) shares Series Seed 1 Preferred Stock of Apptronik Inc. and\nlimited partnership interests in a special purpose vehicle invested in Series A-1, A-2 and Seed 1 Preferred Stock of Apptronik Inc, with\nall Apptronik investments together preliminarily valued at $37,250,000, and (ii) limited partnership interests in a special purpose vehicle\ninvested in Series B Preferred Stock of Figure AI, preliminary valued at $37,250,000. The securities were exchanged for a total of 7,449,998\nshares of the Fund. These securities were acquired by the Fund at the fair market value on the date of acquisition based on valuation\ndetermined by an independent third-party valuation firm. Fair value determinations are inherently subjective and reflect good faith judgments\nbased on available information. Accordingly, there may be uncertainty regarding the price of the securities acquired by the Fund prior\nto the Fund registering under the 1940 Act, and there can be no assurance that the determination of the fair value of the contributed\nsecurities would approximate the price at which the Fund could sell the securities at the time of the fair valuation. For additional information\nregarding fair valuation, see “Calculation of Net Asset Value” and “Types of Investments and Related Risk Factors -\nOur investment portfolio will be recorded at fair value as determined in good faith in accordance with procedures established by our Board\nand, as a result, there is and will be uncertainty as to the value of our portfolio investments.”

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Standard Bots Company develops AI-native\nindustrial robots that are designed and assembled in the United States. Its six-axis robotic arms -- the Spark, RO1, and Thor -- are paired\nwith a proprietary operating system that enables no-code, demonstration-based programming, allowing manufacturers to deploy and retrain\nautomation without specialized engineers. The company is vertically integrated, building its hardware, software, and models in-house and\noperating its own production footprint in Glen Cove, New York; its platform runs proprietary models or integrates state-of-the-art external\nones. Its customers include NASA, Lockheed Martin, and Verizon, with production-grade deployments at Fortune 500 manufacturers. Standard\nBots was founded by CEO Evan Beard (Duke University; Y Combinator alumnus and Forbes 30 Under 30, who previously co-founded Etacts, acquired\nby Salesforce) and David Golden (co-founder of Bowery Farming and LeapPay). The company is backed by General Catalyst, Amazon Industrial\nInnovation Fund, and Samsung Next, and in 2026 raised a $200 million Series C at a $1 billion valuation led by RoboStrategy.

Dyna, Inc. is a physical AI company\nbuilding DYNA-1, a high-throughput bimanual mobile manipulation platform designed to handle hundreds of real-world tasks (folding, sorting,\npacking, prep) with near-human speed and precision. In under nine months, Dyna has assembled a 30-person team from DeepMind, Meta, Amazon\nRobotics, Cruise, and others, deployed live systems, and demonstrated superior performance, uptime, and generalization versus traditional\nindustrial robots and early humanoid platforms. Rather than chasing speculative AGI or costly bipedal systems, Dyna targets the $6T+,\nmassively repetitive labor market with a single autonomous system optimized for reliability, task diversity, and unit economics. Founded\nby serial entrepreneur Lindon Gao (Caper AI; $350M exit to Instacart), with research leadership from Jason Ma (Eureka, DrEureka; Apple\nScholar; OpenAI Superalignment grantee) and co-founder York Yang (former Caper CTO, Instacart principal engineer), Dyna’s advantage\nstems from world-class robot learning expertise, a disciplined, margin-aware design philosophy, and a fast data flywheel that compounds\ncapabilities across deployments via over-the-air updates. Backed by strategic investors including Nvidia, Amazon, Samsung, and Salesforce,\nDyna is emerging as a category-defining universal manipulation layer for physical AI-one of the few robotics companies globally with real,\nrevenue-generating deployments at an early-stage entry point.

Apptronik, Inc. is building scalable,\nversatile humanoid robots capable of addressing labor shortages across various industries and disrupting the largest market on earth:\nlabor. The company was founded in 2016, as a spin out of the Human Centered Robotics Lab at UT Austin. The company is led by Jeff Cardenas,\nits co-founder and CEO, who has been with the company as CSO and VP of Strategy for the last eight years; as well as Nicholas Paine,\nthe company’s CTO, who holds a PhD in Electrical and Computer Engineering from UT Austin and has over a decade of robotics expertise.\nSince its inception, the company has developed 15 robotic systems, including the NASA Valkyrie, before unveiling Apollo-an AI-powered\nhumanoid that is a modular, scalable, and highly capable humanoid solution designed to meet the diverse demands of the modern workforce.\nWith advanced linear actuators, AI-driven learning systems, and swappable batteries enabling 24/7 operation, Apollo combines unmatched\nversatility, energy efficiency and safety. Apptronik’s investors include Facebook founder, Eduardo Saverin’s venture capital\nfund, B Capital, Google, Capital Factory, Mercedes, and ARK Ventures. The company’s clients include multiple Fortune 500 companies\nincluding Mercedes-Benz. In 2025, the company announced it entered a strategic partnership with the Google DeepMind robotics team advancing\nhumanoid robots that can be more helpful to people in dynamic environments.

Figure AI, Inc. was founded in 2022\nby Brett Adcock, the founder of Archer Aviation (NYSE:ACHR) which had a $2.7 billion IPO and Vettery which was acquired by Adecco in 2018.\nFigure AI is pioneering the development of AI-powered humanoid robots to address global labor shortages and redefine automation. The company\nhas transitioned from R&D to commercialization in under three years, setting an industry benchmark. The company has already secured\nmajor commercial partnerships with BMW and Brookfield. Figure has scaled its engineering, AI, and design team to over 200 people and recently\nexpanded to a new facility in San Jose that has capacity to manufacture over 12,000 robots per year. The company has produced pioneering\nwork in the development of Helix, its proprietary generalized Vision-Language-Action (VLA) model that unifies perception, language understanding,\nand learned control to overcome multiple longstanding challenges in robotics. Figure’s goal is to become the largest manufacturer\nof humanoids worldwide. The company boasts investors like Microsoft, OpenAI, Nvidia, Parkway Capital, and Jeff Bezos.

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Dexmate, Inc. is a Silicon Valley-based\nrobotics company building a full-stack platform for physical AI and dexterous manipulation. The company's architecture comprises three\nintegrated layers: its Vega mobile manipulation robot; DexOS, a Python-first deployment and infrastructure layer designed as an alternative\nto traditional robotics middleware; and proprietary vision-language-action (VLA) models trained through reinforcement learning, GPU-accelerated\nsimulation, and large-scale teleoperation data. Rather than pursuing bipedal locomotion, the company prioritizes dexterous manipulation\nas the binding constraint for industrial automation, pairing a wheeled mobility base with a dual-arm humanoid upper body engineered for\nextended-duration operation in logistics and manufacturing environments. The company has iterated through multiple hardware generations\nof its robot platform and is a member of the NVIDIA Inception program. Founded in 2024 by CEO Tao Chen (PhD, MIT CSAIL; recipient of the\nCoRL 2021 Best Paper Award; author of more than 30 publications across leading robotics and AI venues including CoRL, RSS, NeurIPS, and\nScience Robotics), CTO Yuzhe Qin (PhD, UC San Diego; co-creator of the SAPIEN robotics simulation environment; author of more than 30\npublications in reinforcement learning and dexterous manipulation), and COO Chongyang Wang (M.Sc., MIT; MBA, INSEAD), Dexmate is supported\nby a senior engineering team drawn from MIT, CMU, Stanford, UCSD, and KUKA.

Maven Robotics Inc. is a Santa Clara-based\ncompany that designs, builds, and deploys intelligent robotics for logistics and manufacturing. Its system integrates hardware, software,\nand AI across every layer, including the robot, the fleet, the factory, and the Maven-wide network, and was designed from first principles\nfor complex physical environments and rigorous industrial requirements. The company started with mixed-case palletizing and tote handling,\ntwo workflows representing an estimated $80 billion addressable market, and has begun expanding into more complex material handling and\nassembly workflows. Maven was founded in 2024 by brothers Hamza and Khalid Derbas. Hamza, the CEO, spent nine years in Apple's special\nprojects group and has more than two decades of experience developing autonomous systems and bringing complex physical technologies to\nmarket; Khalid, the CFO, came from private equity. The wider team includes veterans of Tesla, Rivian, and Zoox.

Path Robotics, Inc. designs and\ndeploys autonomous robotic welding systems that use AI, computer vision, and reinforcement learning to automate complex structural welding\nin high-mix manufacturing environments. The company was founded in 2018 to address the global shortage of skilled welders and the limitations\nof traditional robotic welding, which require precise fixturing and extensive manual programming. Path is led by a technically deep founding\nteam with more than eight years of experience building AI-driven welding systems and has developed a fully integrated robotic welding\ncell powered by its proprietary Obsidian™ AI platform. Path’s systems require no manual programming, tolerate significant\npart variability, and adapt welding parameters in real time, enabling deployment in industries such as defense, energy, infrastructure,\nand heavy manufacturing where automation has historically been infeasible. The company operates a Robot-as-a-Service model with zero upfront\ncapital expenditure, offering customers materially higher productivity, lower cost, and faster deployment than incumbent solutions. To\ndate, Path has deployed dozens of production systems across enterprise customers, generating recurring revenue with strong retention,\nand has accumulated one of the largest proprietary datasets of real-world welding data globally. Path Robotics is backed by leading institutional\ninvestors and strategic partners across industrial automation and advanced manufacturing and represents a category-defining approach to\nvertical AI robotics focused on metal fabrication.

Prometheus Industries, Inc. is an\nAI startup founded by Jeff Bezos in November 2025, where he serves as co-CEO alongside Vik Bajaj. Based in San Francisco with offices\nin London and Zurich, the company is building what Bezos calls an \"artificial general engineer,\" providing AI tools to help\nengineers design and manufacture physical objects faster. Prometheus targets sectors like aerospace, automotive, chip manufacturing, and\ndrug design.

Eccentric Machines, Inc. builds\nAI-powered actuators and motion-control software for robotics. Its Sentor™ system pairs self-correcting actuators with on-joint\nsensing and a control layer that coordinates multiple joints in real time. This technology gives the robots a fast, reflex-like \"subconscious\"\nbecause the central AI model doesn't have to micromanage every movement. The overall result is smoother, more precise, and more efficient\nmotion, with new behaviors deployed through software rather than hardware swaps.

REK, Inc. is building a next-generation\ncombat sports entertainment league based on real-time, VR-controlled humanoid robot fights. Its proprietary teleoperation system lets\nhuman pilots control humanoid robots through VR headsets, blending motion mirroring with AI-assisted “fight primitives” to\nproduce natural, cinematic strikes and dynamic, VR-driven broadcast angles. Led by serial VR founder Cix Liv (“Six”) alongside\nex-Oculus engineer Amanda Watson and product leader Nima Zeighami, REK is positioning itself as the “UFC of robots” with standardized\nhumanoid platforms, a 2025 event roadmap (REK0 in San Francisco, an eight-city U.S. tour, and REK1 as a large-scale arena event), and\na multi-layered model spanning ticketed events, sponsorships, media rights, merchandise, and licensing of its teleoperation and AI stack.

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GMI Computing Holding (Cayman) Ltd.\nis a vertically integrated, AI-native cloud platform founded in 2023 that combines high-performance GPU infrastructure with proprietary\norchestration and inference software. As an NVIDIA Neo Cloud Partner with H100-, H200-, and GB300-class GPUs deployed across eight data\ncenters in APAC and the U.S., GMI enables enterprises, AI startups, and robotics teams to train and serve models without managing low-level\ninfrastructure. Its Cluster Engine and Inference Engine provide Kubernetes-native scheduling, global autoscaling, and optimized model\nserving at lower latency and cost than traditional hyperscalers, backed by SOC 2 and GDPR compliance, confidential compute, and an “AI\nfactory” approach that unifies hardware, software, and expert support.

Cyan Robotics, Inc. (d/b/a Coco Robotics) builds autonomous sidewalk delivery robots designed for dense urban environments. Their fleet integrates\nlightweight hardware, remote autonomy infrastructure, and delivery platform partnerships to move food and goods at scale. With\nsigned enterprise contracts and real revenue, Coco is focused on becoming the default last-mile robotics layer for major delivery\nnetworks across global cities.

Nox Metals, Inc. is a Detroit-based\nmetals supplier using software and automation to rebuild the industrial supply chain. Its vertically integrated factories cut standard\nmill stock to the sizes manufacturers need. A software-first approach lets the company move faster and more flexibly than incumbent service\ncenters. Founded in 2025 by CEO Zane Hengsperger, a Forbes 30 Under 30 honoree, Nox Metals is a Y Combinator Summer 2025 company and has\nraised an $11.5 million Seed round led by Hyperion, with participation from RoboStrategy and others.

Modal Motors, Inc. is a Detroit-based\nmanufacturer of advanced electric motors and generators built in the USA on a U.S.-and-allied supply chain. Its patent-pending Transverse\nFlux Motor (TFM) architecture is designed to deliver high torque density and efficiency without rare-earth magnets, with U.S.-sourced\nrare-earth configurations available at the customer's choice. Products include a modular motor platform and the Hybrid Enigma Drive™,\nwhich combines multiple inputs and outputs in a single motor. The team brings more than 35 years in advanced technology and automotive,\nover $50 million in prior OEM motor R&D, and more than 25 issued patents. They are positioning Modal as a domestic alternative for\nrobotics, drone, mobility and industrial customers seeking supply-chain security.

Endiatx, Inc. is a microrobotics\ncompany developing PillBot™, an investigational, low-cost, disposable, remotely controlled endoscopy pill designed to replace many\ntraditional upper GI procedures with a ten-minute, anesthesia-free, teleoperated exam. Combining self-propulsion, live video, and intuitive\nremote control, PillBot aims to let physicians navigate the stomach in real time from anywhere, dramatically expanding access to diagnostics,\nreducing cost and complexity, and establishing a new category at the intersection of robotics, telemedicine, and digital endoscopy.

Allonic, Inc. builds a new manufacturing\nplatform for robotics using 3D tissue braiding to produce soft, load-bearing structures in a single automated process. By replacing complex\nsupply chains with integrated, monolithic designs, they enable faster, cheaper, and more scalable production of compliant, human-compatible\nrobotic systems.

Purple Rhombus LLC builds fixed-wing\nunmanned aircraft systems engineered for wartime-scale production and affordable mass production. Its family of Group 3 unmanned aircraft\nsystems is designed for long-range intelligence, surveillance, reconnaissance and strike, using proven U.S. sheet-metal manufacturing\nto rapidly produce rugged, attritable, modular drones that can launch from austere environments. By prioritizing scalability, manufacturability,\nand real operational use over bespoke showpieces, Purple Rhombus closes the gap between urgent combat needs and slow-moving legacy defense\nsuppliers.

INVESTMENT OBJECTIVE AND STRATEGIES

Investment Objective

The Fund’s investment objective is to seek\nlong-term capital appreciation primarily through an actively-managed portfolio that provides investors with combined exposure to private,\nventure capital, and public equity investments. The Fund seeks to meet its investment objective by investing primarily in equity and equity-linked\nsecurities of private and public companies operating in the fields of robotics and physical AI.

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Venture capital is characterized by equity investments\nin early-stage startup companies with high growth potential, often in the technology sector. Companies financed by venture capital are\ngenerally not cash flow positive at the time of investment and may require several rounds of financing before the companies can be sold\nprivately or taken public.

Traditionally, venture capital investments have\ncome largely from accredited “angel” investors or from venture capital firms where accredited investors and institutions pool\ncapital into a professionally managed fund that diversifies invested capital across a portfolio of companies. Most often, these venture\ncapital funds are privately offered and limited to institutions and high-net-worth individuals.

The Fund is intended to offer Eligible Investors\nan opportunity to gain exposure to a range of global venture capital investment opportunities typically only available to institutional\ninvestors and high-net-worth individuals.

There can be no assurance that the Fund will achieve\nits investment objective or that any capital appreciation will be realized.

Investment Strategy

The Fund seeks to construct a high-conviction,\nthematically aligned portfolio of 20-40 positions. Under normal market conditions, the Fund will invest at least 80% of its net assets\n(including borrowings for investment purposes) in equity and equity-linked securities of robotics and physical AI technology companies\nprincipally based in the United States.

The Adviser defines a “robotics and physical\nAI” company as any company that falls into one of the following categories:

\n \n \n \n

(i)	*Integrated Solution Companies.* Companies that design, create, integrate, or deliver robotics, autonomous technology, and/or AI in the form of products, software, hardware or systems;

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\n \n \n \n

(ii)	*Key Component Companies.* Companies that develop the building block components for robotics, autonomous technology, or AI, such as advanced machinery, semiconductors, software, and databases used for machine learning;

\n \n \n \n

(iii)

Cognitive System Companies. Companies that develop computer systems that are able to perform tasks that normally require human intelligence, such as visual perception, mechanical action, speech recognition, decision-making, and translation between languages;

\n \n \n \n

(iv)

Critical Infrastructure Companies. Companies that provide material economic exposure to robotics and physical AI through the supply of critical components, materials, compute, energy, or manufacturing inputs used in robotic systems, including, but not limited to, rare earth minerals for electric motors and actuators, precision actuators and drive systems, interference-grade GPUs and edge compute hardware, robotic vision sensors, perception modules, and other motion, sensing, or control-critical inputs, where demand for such products is materially driven by the development, scaling, or deployment of robotic systems. For companies in this category, robotics or physical AI adoption must be a meaningful driver of the investment’s expected growth, valuation, and risk profile, rather than an incidental or non-core end market. In addition to the quantitative criteria described below, robotics or physical AI adoption is a \"meaningful driver\" where the Adviser projects, at the time of investment, that more than 50% of the company's future revenue growth will come from sales of the inputs described above into robotic systems. The Adviser bases that projection on the company's revenues, backlog, purchase commitments and pipeline from robotics customers; its research and development spending, capital expenditures and use of proceeds directed to robotics products; and the sensitivity of its projected performance and valuation to the pace of robotics adoption.

\n \n \n \n

(v)	*Frontier Systems Companies.* Companies that create systems capable of general-purpose learning, reasoning, or motor control across environments (e.g., visual-language-action (VLA) models, physical agents, or neural task planners).

In addition to operating in one of the categories\nabove, a robotics and physical AI company must satisfy at least one of the following quantitative criteria:

\n \n \n \n

●	The company derives at least 50% of its revenues/profits from activities in one or more of the robotics and physical AI categories noted above or the company devotes at least 50% of its assets to the activities in one or more of the robotics and physical AI categories noted above; or

\n \n \n \n

●

If a company does not yet have revenue (i.e., is “pre-revenue”) or under circumstances where a revenue generating company is engaging in a strategic pivot, the company devotes at least 50% of its current research and development budget or capital expenditures to the activities in one or more of the robotics and physical AI categories noted above.

The Fund generally will seek to limit its investments\nin each portfolio company to no more than 20% of its assets, measured at the time of purchase. While the Fund targets an initial investment\nof no more than 20% of its assets in each portfolio company in which it invests, the value of the Fund’s investments will fluctuate\nso that any one investment may represent more or less than 20% of the Fund’s assets at any given point in time.

The Fund will invest, under normal circumstances,\nprimarily in equity securities of early stage and growth companies that are relevant to the Fund’s investment theme of robotics\nand physical AI. The Fund intends to primarily make direct investments in portfolio companies and investments through SPVs in order to\ngain access to particular portfolio companies. The Fund may also invest in public equities. The Fund may acquire interests in these private\ninvestments both directly from the issuer, including through co-investing with unaffiliated venture capital funds and other investors,\nor from third party holders of these interests in secondary transactions. The Fund may also participate in co-investment syndicates or\nsecondary opportunities sourced through its network of institutional investors, founders, and SPV organizers.

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The SPVs in which the Fund expects to invest will\nbe private investment vehicles managed by unaffiliated managers that are designed to provide the Fund and other eligible investors access\nto concentrated economic exposure of a specific private company through a private offering of securities exempt from registration under\nthe Securities Act pursuant to Regulation D. Other eligible investors in the SPVs may include high net worth individuals, family offices,\nand entities that satisfy “accredited investor” or “qualified purchaser” requirements, depending on the structure\nof the SPV. Generally, other investors in the SPV will not be affiliated with the Fund or Adviser, however, the Fund may co-invest in\nSPVs with affiliates in accordance with the 1940 Act, the rules thereunder, and any related guidance or exemptive relief obtained by the\nFund. An SPV may source its investments in underlying private companies through a variety of methods, including through existing investment,\nbusiness or other relationships that the manager of the SPV may have with a private company or its founders and/or key employees. Individual\nSPVs that the Fund expects to invest in may have different terms and structures, which may present unique risks and different economic\nexperience than if the Fund were to hold interests in the underlying private companies directly. The types of SPVs in which the Fund expects\nto invest may charge upfront sales charges as well as management fees and/or carried interest-type fees that will impact the value of\nthe Fund’s investment and the Fund’s investment return. All investors in an SPV typically will have similar rights, which\nare documented in the governing documents of the SPV, subject to the terms of any side letters entered between an investor (including\nthe Fund) and the manager of the SPV that may alter such rights and/or provide certain benefits to individual SPV investors. It is expected\nthat the SPVs in which the Fund invests will not provide the Fund with voting rights with respect to the SPVs or underlying private companies.\nThe Fund does not intend to invest in SPVs where it would contribute substantially all of the capital raised by the SPV or have any rights\nthat would result in the Fund controlling the SPV. As a result, SPVs managed by third parties in which the Fund may invest will typically\nnot be \"subsidiaries\" of the Fund.

Under limited circumstances, when requested by\nan underlying portfolio company, the Fund may create a subsidiary SPV for the limited purpose of making a particular investment in that\nportfolio company. These subsidiary SPVs will be controlled by the Fund and be consolidated for accounting purposes. These subsidiary\nSPVs exist for the limited purpose of holding an investment in a single issuer, and do not have a separate investment strategy from the\nFund, are subject to the investment advisory agreement between the Fund and the Adviser, and are otherwise subject to the 1940 Act to\nthe same extent as the Fund. The Fund and its stockholders will bear the respective organizational and operating fees, costs, expenses\nand liabilities of subsidiary SPVs created by the Fund. References herein to the Fund's investments also refer to any subsidiary SPV investments.

The Fund may also invest in SAFEs as a principal\ninvestment strategy. A SAFE provides the Fund with certain rights for future equity in a portfolio company, similar to a warrant, except\nwithout determining a specific price per share at the time of the initial investment. The Fund’s ability to receive equity under\na SAFE is contingent upon the occurrence of triggering events, such as a priced financing round or a liquidation event.

The Fund may invest in prepaid “forward\ncontracts” that involve institutional and individual stockholders (each a “counterparty”) of a potential portfolio company,\nwhereby such counterparties promise future delivery of equity securities upon removal of transferability or other restrictions. These\nmay involve counterparty promises of future performances, including among other things transferring the securities to us or our custodian\nin the future once the securities become freely transferable or otherwise eligible for transfer, maintaining ownership or control of the\napplicable underlying securities, paying costs and fees associated with maintaining and transferring the shares, not transferring, selling,\npledging or otherwise encumbering such securities, and participating in further acts required of stockholders by the counterparty and\ntheir agreement with us. We anticipate that the forward contracts we enter into will be prepaid forwards, which entails an upfront payment\nof the purchase price by the purchasing party (in this case, us). Upon entering in such a transaction, we will make a single upfront payment\nrepresenting the full purchase price of the applicable investment. The Fund will not be required to make any additional payments, post\nmargin, provide collateral or otherwise incur any future funding obligation in connection with the transaction.

In cases where we purchase a forward contract,\nbecause each underlying portfolio company may not have necessarily approved or endorsed the transaction, it offers no warranties or other\npromises as to the validity or value thereof, and no promise that it will agree with, approve, or facilitate transfer of shares to us.

Where appropriate, the Fund may also acquire securities\nin growth-stage companies via PIPE transactions, including those structured through SPACs. The Fund primarily invests in technology companies,\nand has a fundamental policy to invest at least 25% of its total assets in securities of issuers operating in the technology group of\nindustries. The Fund may opportunistically invest in Private Funds; the Fund does not consider single-issuer SPVs formed for the express\npurpose of obtaining exposure to a specific private company to be “Private Funds,” even if such SPVs rely on Section 3(c)(1)\nor 3(c)(7). The Fund does not expect investments in Private Funds to be a principal part of its strategy (i.e., over 5% of the Fund’s\nassets).

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The Fund expects that most of its investments\nwill be made in U.S. domestic portfolio companies (i.e., companies organized in the United States), but it is not prohibited from investing\nin portfolio companies organized in foreign jurisdictions, including those organized in emerging market countries. The Fund defines emerging\nmarket countries to mean countries included in the MSCI Emerging Markets Index.

In seeking to achieve its investment objective,\nthe Fund may invest, without limit, in privately placed or restricted securities (including in Rule 144A securities, which are privately\nplaced securities purchased by qualified institutional buyers), illiquid securities and securities in which no secondary market is readily\navailable, including those of private companies. Issuers of these securities may not have a class of securities registered, and may not\nbe subject to periodic reporting, pursuant to the Exchange Act. These investments may involve significant due diligence, longer time horizons\nfor value realization, and limited liquidity. The Fund may invest in such securities without limitation.

For liquidity management or in connection with\nimplementation of changes in asset allocation or when identifying private investments for the Fund during periods of large cash inflows\n(such as upon the Fund’s launch) or otherwise for temporary defensive purposes, the Fund may hold a substantial portion of its assets\nin cash or cash equivalents, liquid fixed-income securities and other credit instruments, publicly-traded equity securities, mutual funds,\nmoney market funds, exchange-traded funds (“ETFs”) and exchange-traded products (“ETPs”). To the extent that the\nFund invests defensively, it likely will not achieve its investment objective.

Investment Process

The Fund’s investment process is designed\nto identify, evaluate, acquire, monitor and ultimately exit positions in innovative robotics and physical AI companies in a manner that\nbalances attractive return potential with prudent risk management and the liquidity considerations attendant to a closed-end fund structure.

Deal Origination and Pipeline Management. The\nAdviser employs an integrated sourcing program that combines:

\n \n \n \n

(i)	direct relationships with founders, employees, venture-capital sponsors, corporate strategic investors and university research accelerators active in physical AI, robotics, industrial automation, autonomous mobility and related software;

\n \n \n \n

(ii)	targeted outreach to secondary intermediaries and tender-offer platforms for liquidity-driven deal flow; and

\n \n \n \n

(iii)

participation in late-stage private placements, public PIPE transactions and reverse-merger bridge financings.

All prospective transactions are entered into\na proprietary deal-tracking database and initially screened by the investment team each week to confirm alignment with the Fund’s\ninvestment mandate and diversification parameters before resources are devoted to diligence.

The scope and formality of the diligence, structuring\nand monitoring procedures described below are calibrated to the size of the proposed investment, the Fund's resulting ownership stake,\nand the governance and information rights the Fund is able to obtain in the transaction. Smaller investments, follow-on investments, and\ninvestments made alongside a lead investor conducting its own diligence may accordingly be subject to a correspondingly reduced version\nof these procedures.

Initial Screening. The first level of review\nis intended to confirm that each opportunity: (a) is squarely within the Fund’s thematic focus on robotics and enabling technologies;\n(b) is at a developmental stage ranging from early stage product pilots through pre-public listing and is expected to have adequate liquidity\non its balance sheet following the contemplated capital raise to meet their operating plan; (c) does not present material governance,\nregulatory or ethical impediments. Opportunities that satisfy the foregoing criteria proceed to comprehensive diligence; those that do\nnot are declined with the rationale recorded in the database.

In selecting portfolio companies that are within\nthe Fund’s thematic focus, the Adviser seeks to identify, using its own internal research and analysis, companies capitalizing on\ndisruptive innovation across the robotics and physical AI value chain. These may include, but are not limited to, companies engaged in\nvisual-language-action (VLA) model development; autonomous mobility and task planning; energy systems and battery innovation; edge computing\nand semiconductors; motion control and actuation systems; tele-operation and fleet orchestration; industrial automation; sensing and perception\nhardware; and scalable robotic manufacturing platforms. The Adviser’s internal research and analysis leverages insights from diverse\nsources to develop and refine its investment themes and identify and take advantage of trends that have ramifications for individual companies\nor entire industry sub-categories.

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Comprehensive Due Diligence. For each transaction\nthat passes initial screening, the Adviser conducts a due diligence program that may cover: (i) technical validation with internal and\nexternal robotics experts, focusing on defensibility, system maturity, and roadmap clarity; (ii) commercial analysis of addressable market\nsize, unit economics, customer adoption and competitive positioning; (iii) financial modelling incorporating multiple funding and exit\nscenarios and sensitivity to macro-economic variables; (iv) legal, regulatory and compliance review, including but not limited to export-control,\nanti-boycott, CFIUS and sanctions considerations; and (v) valuation analysis using a combination of recent third-party transaction pricing,\ncomparable-company multiples, option-pricing techniques and discounted-cash-flow methodologies, as appropriate.

Portfolio Construction and Risk Limits. The\nAdviser seeks to maintain an industry-concentrated portfolio that achieves diversification by investing across a broad range of sectors,\nsub-industries, and product offerings, holding securities of 20 to 40 issuers. The Fund generally will seek to limit its investments in\neach portfolio company to no more than 20% of its assets, measured at the time of purchase. While the Fund targets an initial investment\nof no more than 20% of its assets in each portfolio company in which it invests, the value of the Fund’s investments will fluctuate\nso that any one investment may represent more or less than 20% of the Fund’s assets at any given point in time. The Fund will generally\nhave non-controlling positions in portfolio companies. Cash and cash equivalents will generally range between zero and 20 percent of total\nassets, sufficient to opportunistically deploy capital into compelling transactions (with the exception of fund launch in which there\nwill be a larger cash position as a portion of total assets). The Fund reserves the right to allocate a larger percentage of funds to\ncash and cash equivalents when the management team believes the market to be over-extended, or at near-term risk of downside volatility.\nFollow-on investment decisions are permitted only if the applicable concentration limits will continue to be observed.

Transaction Execution. Primary investments\nare typically structured as series-preferred equity issued pursuant to National Venture Capital Association form documentation, tailored,\nwhere the size of the Fund's investment and its negotiating position in the transaction warrant, to include information rights, pro rata\npre-emption rights, board-observer privileges and protective provisions customary for institutional investors. Secondary transactions\nare effected through purchase-and-sale agreements that incorporate issuer consent and any applicable rights-of-first-refusal or co-sale\nmechanics. All closings are subject to completion of know-your-customer and anti-money-laundering procedures, tax and beneficial-ownership\ncertifications and wire instruction verifications. Securities are held in custody with a qualified custodian or prime broker, and private\ncertificates (or electronic share entitlements) are registered in the name of the Fund or its nominee to ensure legal title.

Ongoing Monitoring and Active Ownership. The\nAdviser monitors each portfolio company on an ongoing basis, generally through board or observer participation where such rights have\nbeen obtained, periodic management meetings, and receipt of periodic reporting packages to the extent made available by the portfolio\ncompany that include financial statements, backlog metrics, safety statistics and research-and-development milestones. Material adverse\nchanges trigger either an immediate impairment test or a full re-underwriting of the position. The Adviser provides strategic support\nto portfolio companies in areas such as talent acquisition, supply-chain optimization, customer introductions, financial management, and\nexit readiness.

Liquidity Management and Exit Strategy. The\nAdviser anticipates that most portfolio companies will reach a liquidity event within seven to ten years of the Fund’s initial investment.\nRealizations may occur via strategic sale to an industrial or technology acquirer, traditional initial public offering, direct listing,\nde-SPAC transaction or negotiated secondary block sale. Distributions of realized proceeds may be re-deployed into new opportunities in\naccordance with the investment guidelines described above.

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TYPES OF INVESTMENTS AND\nRELATED RISK FACTORS

Investing in our common stock involves a number\nof significant risks. Before you invest in our common stock, you should be aware of various risks associated with the investment, including\nthose described below. You should carefully consider these risk factors, together with all of the other information included in this Prospectus,\nbefore you decide whether to make an investment in our common stock. The risks set out below are not the only risks we face. Additional\nrisks and uncertainties not presently known to us or not presently deemed material by us may also impair our operations and performance.\nIf any of the following events occur, our business, financial condition and results of operations could be materially and adversely affected.\nIn such case, you may lose all or part of your investment.

Risks Related to Our Business and Our Structure

The Fund may invest in a small number of\nportfolio companies resulting in a lack of investment diversification.

The Fund will not have any specific limits on\nthe holdings in securities of issuers, or in any one industry or size of issuer, except as described in this registration statement. Additionally,\nthe Fund intends to primarily focus on companies located in the United States. Accordingly, the equity and equity-related securities in\nwhich the Fund invests may not be diversified across many sectors and will be concentrated in specific regions or countries, such as the\nUnited States. The Fund may also have a significant portion of investments in the securities of a single issuer.

A relatively high concentration of assets could\nresult in a portfolio that may be more vulnerable to fluctuations in value resulting from adverse conditions that may affect the economy,\na particular industry, or a segment of issuers than would otherwise be the case if the Fund were required to maintain wide diversification.\nConsequently, significant declines in the fair value of the Fund’s larger investments will produce a material decline in the Fund’s\nNAV.

Adverse market conditions may have a material\nadverse impact on the Fund’s portfolio companies and the Fund’s returns.

The value of, and the income generated by, the\nsecurities in which the Fund invests may decline, sometimes rapidly or unpredictably, due to factors affecting certain issuers, particular\nindustries or sectors, or the overall markets, such as inflation (or expectations for inflation), deflation (or expectations for deflation),\ninterest rate changes, global demand for particular products or resources, market instability, debt crises and downgrades, embargoes,\ntariffs, sanctions and other trade barriers, regulatory events, other governmental trade or market control programs, and related geopolitical\nevents. In addition, the value of the Fund’s investments may be negatively affected by the occurrence of global events such as war,\nterrorism, environmental disasters, natural disasters or events, exchange trading suspensions and closures, infectious disease outbreaks,\nor pandemics. Rapid or unexpected changes in market conditions could cause the Fund to liquidate its holdings at inopportune times or\nat a loss or depressed value. The value of a particular holding may decrease due to developments related to that issuer, but also due\nto general market conditions, including real or perceived economic developments such as changes in interest rates, credit quality, inflation\nor currency rates, or generally adverse investor sentiment. The value of a holding may also decline due to factors that negatively affect\na particular industry or sector, such as labor shortages, increased production costs, or competitive conditions.

Governmental and quasi-governmental authorities\nmay take a number of actions designed to support local and global economies and the financial markets in response to economic disruptions.\nSuch actions may include a variety of significant fiscal and monetary policy changes, including, for example, direct capital infusions\ninto companies, new monetary programs, and significantly lower interest rates. These actions may result in significant expansion of public\ndebt and greater market risk. Additionally, an unexpected or quick reversal of these policies, or the ineffectiveness of these policies,\ncould negatively impact overall investor sentiment and further increase volatility in securities markets.

Political, social and economic uncertainty\nrisks could have a material adverse effect on the Fund.

Social, political, economic, and other conditions\nand events (such as natural disasters, epidemics and pandemics, terrorism, conflicts, and social unrest) that occur from time to time\nwill create uncertainty and may have significant impacts on issuers, industries, governments, and other systems, including the financial\nmarkets, to which the Fund and the issuers in which it invests are exposed. As global systems, economies, and financial markets are increasingly\ninterconnected, events that once had only local impacts are now more likely to have regional or even global effects. Events that occur\nin one country, region, or financial market will, more frequently, adversely impact issuers in other countries, regions, or markets,\nincluding in established markets such as the United States. These impacts can be exacerbated by failures of governments and societies\nto adequately respond to an emerging event or threat.

Uncertainty can result in or coincide with:\nincreased volatility in the global financial markets, including those related to equity and debt securities, loans, credit,\nderivatives, and currency; a decrease in the reliability of market prices and difficulty in valuing assets; greater fluctuations in\ncurrency exchange rates; increased risk of default (by both government and private issuers); further social, economic, and political\ninstability; nationalization of private enterprises; greater governmental involvement in the economy or in social factors that\nimpact the economy; greater, less, or different governmental regulation and supervision of the securities markets and market\nparticipants and increased, decreased, or different processes for and approaches to monitoring markets and enforcing rules and\nregulations by governments or self-regulatory organizations; limited, or limitations on the, activities of investors in such\nmarkets; controls or restrictions on foreign investment, capital controls, and limitations on repatriation of invested capital;\ninability to purchase and sell assets or otherwise settle transactions (i.e., a market freeze); unavailability of currency\nhedging techniques; substantial, and in some periods extremely high, rates of inflation, which can last many years and have\nsubstantial negative effects on markets as well as the economy as a whole; recessions; and difficulties in obtaining and/or\nenforcing legal judgments.

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Recent examples of the above include conflict,\nloss of life, and disaster connected to ongoing armed conflict between Russia and Ukraine in Europe and Hamas and Israel and Iran, Israel\nand the United States in the Middle East. Russia’s invasion of Ukraine in February 2022, the resulting responses by the United States\nand other countries, and the potential for wider conflict have increased and may continue to increase volatility and uncertainty in financial\nmarkets worldwide. The United States and other countries have imposed broad-ranging economic sanctions on Russia and Russian entities\nand individuals and may impose additional sanctions, including on other countries that provide military or economic support to Russia.\nThese sanctions, among other things, restrict companies from doing business with Russia and Russian issuers and may adversely affect companies\nwith economic or financial exposure to Russia and Russian issuers. The extent and duration of Russia’s military actions and the\nrepercussions of such actions are not known. The invasion may widen beyond Ukraine and may escalate, including through retaliatory actions\nand cyberattacks by Russia and even other countries. Additionally, the ongoing armed conflict between Israel and Hamas and other militant\ngroups in the Middle East and the hostilities between Israel, the United States, and Iran and related events may cause significant market\ndisruptions and volatility. These events may adversely affect regional and global economies, including those of Europe and the United\nStates. Certain industries and markets, such as those involving oil, natural gas, and other commodities, as well as global supply chains,\nmay be particularly adversely affected. Whether or not the Fund invests in securities of issuers located in Russia, Ukraine, Israel, and\nadjacent countries or with significant exposure to issuers in these countries, these events could negatively affect the value and liquidity\nof the Fund’s investments.

U.S. and global markets have experienced increased\nvolatility, including as a result of failures of certain U.S. and non-U.S. banks, which could be harmful to the Fund and companies in\nwhich it invests. For example, if a bank in which the Fund or a portfolio company has an account fails, any cash or other assets in bank\naccounts may be temporarily inaccessible or permanently lost by the Fund or portfolio company. If a bank that provides a subscription\nline credit facility, asset-based facility, other credit facility, and/or other services to a portfolio company fails, the portfolio company\ncould be unable to draw funds under its credit facilities or obtain replacement credit facilities or other services from other lending\ninstitutions with similar terms. Even if banks used by portfolio companies remain solvent, continued volatility in the banking sector\ncould cause or intensify an economic recession, increase the costs of banking services, or result in the portfolio companies being unable\nto obtain or refinance indebtedness at all or on as favorable terms as could otherwise have been obtained. Conditions in the banking sector\nare evolving, and the scope of any potential impacts to the Fund and portfolio companies, both from market conditions and potential legislative\nor regulatory responses, are uncertain. Continued market volatility and uncertainty and/or a downturn in market and economic and financial\nconditions, due to developments in the banking industry or otherwise (including because of delayed access to cash or credit facilities),\ncould have an adverse impact on the Fund and its portfolio companies.

Although it is impossible to predict the precise\nnature and consequences of these events, or of any political or policy decisions and regulatory changes occasioned by emerging events\nor uncertainty on applicable laws or regulations that impact the Fund’s investments, it is clear that these types of events will\nimpact the Fund and the issuers in which it invests. The issuers in which the Fund invests could be significantly impacted by emerging\nevents and uncertainty of this type, and the Fund will be negatively impacted if the value of its portfolio holdings decreases as a result\nof such events and the uncertainty they cause. There can be no assurance that emerging events will not cause the Fund to suffer a loss\nof any or all of its investments or interest thereon. The Fund will also be negatively affected if the operations and effectiveness of\nthe Adviser, its affiliates, the issuers in which the Fund invests, or their key service providers are compromised or if necessary or\nbeneficial systems and processes are disrupted.

In July 2026, the Federal Communications\nCommission (“FCC”) added foreign-produced \"advanced robotic devices,\" including humanoids, quadrupeds and\nother mobile robots, to its “Covered List.” New models on the list cannot receive the FCC authorization needed to be\nimported, marketed or sold in the United States. A robot counts as foreign-produced unless it is manufactured in the United States\nwith domestic components exceeding 65% of total component cost, a threshold that rises to 75% in 2029. As a result, a robot\nassembled in the United States from largely imported parts may still be covered. The only exception is a discretionary\n“Conditional Approval” from the Department of War, which requires a U.S. manufacturing plan. Certain of our portfolio\ncompanies rely on imported actuators, motors, magnets, batteries and sensors. Meeting these requirements may force them to redesign\nproducts, change suppliers or accept higher costs, which could delay product launches and reduce the value of our investments. The\nFCC has proposed extending the same standard to other categories of equipment, and further restrictions are possible, and it remains\nunclear how long or to what degree this new policy will impact the robotics industry.

A cyber-attack could have a material adverse\neffect on the Fund.

Like other business enterprises, the use of the\ninternet and other electronic media and technology exposes the Fund and its service providers to potential operational and information\nsecurity risks from cyber-security incidents, including cyber-attacks. Cyber-attacks include, among other behaviors, stealing or corrupting\ndata maintained online or digitally, denial of service attacks on websites, the unauthorized release or misuse of confidential information,\nor various other forms of cybersecurity breaches. Cyber-attacks affecting the Fund or the Adviser, custodian, transfer agent, intermediaries,\nand other third-party service providers may adversely impact the Fund. For instance, cyber-attacks may interfere with the processing of\nshareholder transactions, impact the Fund’s ability to calculate its NAV, cause the release of private shareholder information or\nconfidential (including proprietary) company information, impede trading, subject the Fund to regulatory fines or financial losses, cause\nreputational damage, and/or otherwise disrupt normal business operations. The Fund may also incur additional costs for cybersecurity risk\nmanagement purposes. Similar types of cybersecurity risks are also present for trading counterparties and issuers of securities in which\nthe Fund invests, which could result in material adverse consequences for such issuers and may cause the Fund’s investment in such\nportfolio companies to lose value. The Adviser has established business continuity plans and risk management systems reasonably designed\nto seek to reduce the risks associated with cyber-attacks, but there is no guarantee the Adviser’s efforts will succeed either entirely\nor partially because, among other reasons: the nature of malicious cyber-attacks is becoming increasingly sophisticated; the Adviser cannot\ncontrol the cyber-security systems of issuers or third-party service providers; and there are inherent limitations to risk management\nplans and systems, including that certain current risks may not have been identified and additional unknown threats may emerge in the\nfuture. There is also a risk that cybersecurity breaches may not be detected.

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Changes to U.S. tariff and import/export\nregulations may have a negative effect on the operations of our portfolio companies and, in turn, negatively impact us.

The U.S. government continues to enact and propose\nthe imposition of new tariffs on specific countries and commodities, and may in the future increase or propose additional tariffs. In\nresponse, certain foreign trading partners, and others in the future, may impose retaliatory tariffs on certain U.S. goods or take other\nactions with respect to U.S. trade barriers. Although the Supreme Court recently invalidated the tariffs imposed under the International\nEmergency Economic Powers Act (“IEEPA”), certain tariff rates and obligations established through trade agreements that were\nnegotiated during active IEEPA tariffs remain in effect, and the current administration has announced widely applicable tariffs pursuant\nto the Trade Act of 1974, effective February 24, 2026. The administration has indicated that it will continue seeking to implement tariffs\nthrough other statutory authorities as well. The scope of the Supreme Court’s decision may create market uncertainty as it relates\nto the availability of refunds for prior tariffs and the imposition of new tariffs to replace those imposed under IEEPA. The foregoing\ntrade policy landscape has created significant uncertainty about the future relationship between the United States and certain other countries\nwith respect to trade policies, treaties and new and increased tariffs. These developments, or the continued uncertainty relating to U.S.\ntrade policies, may have a material adverse effect on global economic conditions and the stability of global financial markets, and may\nsignificantly reduce global trade. The uncertainty relating to U.S. trade policies has increased market volatility. Any of these factors\ncould depress economic activity and restrict the Fund’s portfolio companies’ access to suppliers or customers and have a material\nadverse effect on their business, financial condition and results of operations, which in turn would negatively impact the Fund’s\nbusiness.

Exchanges of shares in portfolio companies\nfor shares of the Fund may create investment and economic challenges for the Fund.

When an owner of shares of a portfolio company\nexchanges their shares for shares of the Fund, it is possible that such owner, if they are actively involved in the portfolio company,\nwill have more information about that company than the Adviser. In valuing such shares for purposes of the exchange, the Adviser will\nanalyze all information available about the company, including data concerning any secondary trading activity in shares of the company,\nbut there can be no assurance that the Adviser will have access to all information that might have a bearing on the appropriate value\nof the shares for purposes of the exchange.

There are risks associated with relying\non key personnel of the Adviser.

The management and governance of the Fund depends\non the services of certain key personnel of the Adviser. The loss of the services of any key personnel could have a material adverse effect\non the Adviser and materially adversely affect the Fund’s financial condition and results of operations.

The Fund will rely on the Adviser to manage the\nFund’s investments, including sourcing and due diligence. Consequently, the Fund’s ability to achieve its investment objective\ndepends in large part on the Adviser and its ability to identify and advise the Fund on attractive investment opportunities. This means\nthat the Fund’s investments are dependent upon the Adviser business contacts, its ability to successfully hire, train, supervise,\nmanage and retain its personnel and its ability to maintain its operating systems. If the Fund were to lose the services provided by the\nAdviser or its key personnel or if the Adviser fails to satisfactorily perform its obligations under the Advisory Agreement, the Fund’s\ninvestments and growth prospects may decline.

Certain personnel of the Adviser hold shares\nof the Fund. If personnel of the Adviser hold more than 25% of the voting securities of the Fund, they may be deemed to control the Fund,\nand affect the outcome of certain matters presented for a shareholder vote. As of September 29, 2026, Andrew Kang beneficially owned\napproximately 40.31% of the voting securities of the Fund and is considered a control person of the Fund.

The Fund’s financial condition and\nresults of operations depend on its ability to achieve its investment objective.

The Fund’s ability to achieve its investment\nobjective depends on the Adviser’s ability to identify, analyze, and invest in portfolio companies that meet its investment criteria.\nAccomplishing this result on a cost-effective basis is largely a function of the Adviser’s structuring of the investment process\nand its ability to provide competent, attentive, and efficient services to the Fund. There can be no assurance that the Adviser will be\nsuccessful in investing in portfolio companies that meet the Fund’s investment criteria, or that the Fund will achieve its investment\nobjective. It may be difficult to implement the Fund’s strategy unless the Fund maintains a meaningful amount of assets. The success\nof the Fund will depend in part upon the skill and expertise of the Adviser. Even if the Fund is able to grow and build upon its investment\noperations, any failure to manage growth effectively could have a material adverse effect on the Fund’s business, financial condition,\nresults of operations and prospects. The Fund’s results depend on many factors, including the availability of opportunities for\ninvestment, readily accessible short and long-term funding alternatives in the financial markets, and economic conditions. Furthermore,\nif the Fund cannot successfully operate its business or implement the Fund’s investment policies and strategies as described herein,\nit could negatively impact the ability to make distributions.

The Fund will likely experience fluctuations\nin its quarterly results, and it may be unable to replicate past investment opportunities or make the types of investments it has made\nto date in future periods.

The Fund will likely experience fluctuations in\nits quarterly operating results due to a number of factors, including the rate at which it makes new investments, the level of its expenses,\nvariations in and the timing of the recognition of realized and unrealized gains or losses, the degree to which it encounters competition\nin the markets, and general economic and market conditions. These fluctuations may, in certain cases, be exaggerated as a result of the\nFund’s focus on realizing capital gains rather than current income from its investments. As a result of these factors, results for\nany period should not be relied upon as being indicative of performance in future periods.

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The Fund operates in a highly competitive\nmarket for direct equity investment opportunities. If the Fund is unable to make investments, it may have an adverse effect on its performance.

A large number of entities compete with the Fund\nto make the types of direct equity investments that the Fund targets as part of its business strategy. The Fund competes for such investments\nwith a large number of private equity and venture capital funds, secondary market funds, other equity and non-equity-based investment\nfunds, investment banks, and other sources of financing, including traditional financial services companies such as commercial banks and\nspecialty finance companies. Many of the Fund’s competitors are substantially larger than the Fund and have considerably greater\nfinancial, technical, and marketing resources than the Fund does. For example, some competitors may have a lower cost of funds and access\nto funding sources that are not available to the Fund. In addition, some of the Fund’s competitors may have higher risk tolerances\nor different risk assessments, which could allow them to consider a wider variety of investments and establish more relationships than\nus. Funds and other vehicles pursuing similar robotics and physical AI strategies compete with us for allocations in the same financing\nrounds and secondary transactions, which may increase the prices we pay, reduce the size of allocations available to us, or exclude us\nfrom certain investments. There can be no assurance that the competitive pressures the Fund faces will not have a material adverse effect\non its business, financial condition, and results of operations. Also, as a result of this competition, the Fund may not be able to take\nadvantage of attractive investment opportunities from time to time, and the Fund can offer no assurance that the Adviser will be able\nto identify and make direct equity investments that are consistent with the Fund’s investment objective. To the extent the Fund\nis unable to make investments in portfolio companies, an over-allocation of its assets in cash could have an adverse effect on the overall\nperformance of the Fund, as investments in cash and cash equivalents may not earn significant returns.

The Fund operates in a highly competitive\nmarket for investor capital, and the entry of direct competitors into the market may adversely impact the Fund's ability to raise capital.

The Fund operates in a highly competitive market\nfor investor capital. The Fund competes for investor capital with other registered funds, private investment funds, venture capital funds,\nbusiness development companies, other pooled investment vehicles and secondary investment marketplaces. If other funds or investment vehicles\nfocused on robotics, artificial intelligence, physical AI, or related technology sectors are formed or increase their fundraising activities,\nthe competition for investor capital in this space may intensify significantly. Over the past several years, there has been a substantial\nincrease in investor interest in robotics and AI-related investment strategies, which has attracted, and may continue to attract, additional\nfunds and investment vehicles with similar or overlapping investment mandates. Competitors with investment objectives similar to those\nof the Fund may be formed in the future by managers with greater experience, longer track records, or more extensive relationships with\npotential investors. These competitors may also offer lower fees, greater liquidity, daily pricing or larger positions in particular companies.\nThe entry of such competitors into the market could reduce the pool of available investor capital for the Fund and make it more difficult\nfor the Fund to attract and retain investors. As more of these products become available, investors seeking this exposure may allocate\nless capital to the Fund’s common stock, which could reduce trading volume, narrow or eliminate any premium to NAV at which the\nFund’s common stock trades, cause the Fund’s common stock to trade at a discount, and make it more difficult or more expensive\nfor the Fund to raise capital.

If the Fund is unable to compete effectively for\ninvestor capital, it may be unable to raise sufficient capital to achieve its investment objective. A smaller asset base may result\nin higher per-share expenses for the Fund's shareholders, limit the Fund's ability to participate in certain investment opportunities,\nand reduce the Fund's ability to negotiate favorable terms on its investments. There can be no assurance that the Fund will be able to\ncompete successfully for investor capital against current or future competitors, and increased competition could have a material adverse\neffect on the Fund's business, financial condition, and results of operations.

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There are significant potential conflicts\nof interest which could impact the Fund’s investment returns and limit the flexibility of its investment policies.

Certain members of the Adviser’s team serve\nor can serve as officers or director of entities that operate in a line of business similar to the Fund’s, including new entities\nthat may be formed in the future. Accordingly, they may have obligations to investors in those entities, the fulfillment of which might\nnot be in the best interests of the Fund or the Fund’s shareholders.

While the investment focus of each of these entities\nmay be different from the Fund’s investment objective, it is likely that new investment opportunities that meet the Fund’s\ninvestment objective will come to the attention of one of these entities, or new entities that will likely be formed in the future in\nconnection with another investment advisory client or program, and, if so, such opportunity might not be offered, or otherwise made available,\nto the Adviser or the Fund. However, the Fund’s executive officers and Adviser intend to treat the Fund in a fair and equitable\nmanner consistent with their applicable duties under law so that the Fund will not be disadvantaged in relation to any other particular\nclient. In addition, while the Adviser anticipates that it will from time to time identify investment opportunities that are appropriate\nfor both the Fund and the other funds or accounts that in the future may be managed by the Adviser or an affiliate of the Adviser, to\nthe extent it does identify such opportunities, the Adviser will establish a written allocation policy to ensure that the Fund is not\ndisadvantaged with respect to the allocation of investment opportunities among the Fund and such other funds and accounts. The Adviser\nand its affiliates, as applicable, will allocate investment opportunities among its managed funds and accounts, including the Fund, in\naccordance with its fiduciary duties to all the funds and accounts managed by the Adviser or its affiliates.

Our Chairman and Chief Executive Officer\nowns a significant percentage of our stock and is able to exert significant control over matters subject to stockholder approval.

As of September 29, 2026, Mr. Kang, our Chief\nExecutive Officer and Chairman, beneficially owns approximately 40.31% of shares of our issued and outstanding common stock. Therefore,\nMr. Kang has the ability to determine or significantly influence all matters requiring stockholder approval. For example, Mr. Kang may\nbe able to control or significantly influence the elections of directors, amendments to our organizational documents, or approval of any\nmerger, sale of assets, or other major corporate transaction. This may prevent or discourage unsolicited acquisition proposals or offers\nfor our common stock that may be in your best interest as one of our stockholders.

In the event the value of your investment\ndeclines, the Management Fee will still be payable.

The Management Fee is payable regardless of whether\nthe NAV of the Fund or your investment declines. As a result, the Fund will owe the Adviser a Management Fee regardless of whether it\nincurred significant realized capital losses and unrealized capital depreciation (losses) during the fiscal period for which the Management\nFee is paid.

Changes in laws or regulations governing\nthe Fund’s operations may adversely affect its business.

The Fund and its portfolio companies are subject\nto regulation by laws at the local, state, and federal levels. These laws and regulations, as well as their interpretations, may be changed\nfrom time to time. Any change in these laws or regulations could have a material adverse effect on the Fund’s business and the value\nof your investment.

The Adviser has full discretion over the\nFund’s portfolio, and the Fund’s shareholders are not involved in investment decisions.

Subject to the implementation of the investment\nlimitations described herein, the Adviser has complete discretion in managing the Fund’s portfolio. The Fund’s shareholders\nwill not make decisions with respect to the management, disposition, or other realization of any investment made by the Fund, or other\ndecisions regarding the Fund’s business and affairs.

Our investment portfolio will be recorded\nat fair value as determined in good faith in accordance with procedures established by our Board and, as a result, there is and will be\nuncertainty as to the value of our portfolio investments.

Under the 1940 Act, we are required to carry\nour portfolio investments at market value or, if there is no readily available market value, at fair value as determined in\naccordance with procedures established by our Board. There may not be a public market or active secondary market for certain of the\ntypes of investments that we hold and intend to make. Our investments may not be publicly traded or actively traded on a secondary\nmarket but, instead, may be traded on a privately negotiated over-the-counter secondary market for institutional investors, if at\nall. As a result, we will value these investments monthly at fair value as determined in good faith in accordance with valuation\npolicies and procedures approved by our Board.

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The determination of fair value, and thus the\namount of unrealized appreciation or depreciation we may recognize in any reporting period, is to a degree subjective, and our Adviser\nhas a conflict of interest in making recommendations of fair value. We will value our investments monthly at fair value in accordance\nwith valuation policies and procedures approved by our Board, based on, among other things, input of the Adviser and independent third-party\nvaluation firm(s) engaged at the direction of the Board. The types of factors that may be considered in determining the fair values of\nour investments include the nature and realizable value of any collateral, the portfolio company’s ability to make payments and\nits earnings, the markets in which the portfolio company does business, comparison to publicly traded companies, discounted cash flow,\ncurrent market interest rates and other relevant factors. Because such valuations, and particularly valuations of private securities and\nprivate companies, are inherently uncertain, the valuations may fluctuate significantly over short periods of time due to changes in current\nmarket conditions. The determinations of fair value in accordance with procedures established by our Board may differ materially from\nthe values that would have been used if an active market and market quotations existed for such investments. The methodologies used to\ndetermine fair value involve significant subjective judgments and estimates, which may differ materially from values that could ultimately\nbe realized upon a liquidity event or other disposition. Our NAV could be adversely affected if the determinations regarding the fair\nvalue of the investments were materially higher than the values that we ultimately realize upon the disposal of such investments.

Our portfolio may be focused on a limited\nnumber of portfolio companies, which will subject us to a risk of significant loss if the business or market position of one or more of\nthese companies deteriorates or their particular industries experience a market downturn.

To the extent we limit our number of investments,\nthe aggregate returns we realize may be significantly adversely affected if a small number of investments perform poorly or if we need\nto write down the value of any one investment. Subject to our RIC asset diversification requirements, our requirements as a diversified\ninvestment company, our investments could be focused on relatively few issuers. As a result, a downturn in any particular industry in\nwhich a significant number of our portfolio companies operate could materially adversely affect us.

The Fund’s strategy of maintaining a highly\nconcentrated portfolio is designed to offer substantial benefits but also entails significant risks. Concentration allows the Fund to\nfocus its investments on a select number of high-conviction companies, optimizing the potential for outsized returns and maximizing the\nbeneficial impact of successful portfolio outcomes. Furthermore, this approach facilitates deeper due diligence, enhanced strategic oversight,\nand dedicated resources per investment, supporting informed decision-making and effective monitoring. Additionally, investors benefit\nfrom clarity and transparency regarding the Fund’s targeted investment thesis and specific exposure to industry-leading companies.

However, maintaining a concentrated portfolio\nincreases certain risks. A limited number of investments heightens the potential impact of individual company underperformance or adverse\ndevelopments, increasing overall portfolio volatility. Moreover, reduced diversification amplifies the Fund’s exposure to sector-specific,\ncompany-specific, and systemic risks, potentially magnifying negative outcomes during market downturns or disruptions. Additionally, concentrated\nportfolios may face liquidity challenges, particularly when holding privately held companies, potentially complicating exit strategies\nor the ability to realize investments at desired valuations. Lastly, concentration can elevate regulatory, valuation, and market risks,\nespecially when the Fund invests primarily in companies within a single industry or sector.

We may be more susceptible than a diversified\nfund to being adversely affected by any single corporate, economic, political or regulatory occurrence.

We are classified as “non-diversified”\nunder the 1940 Act. As a result, we will be able to invest a greater portion of our assets in obligations of a single issuer than a “diversified”\nfund. We may therefore be more susceptible than a diversified fund to being adversely affected by any single corporate, economic, political\nor regulatory occurrence.

Our ability to enter into transactions with\nour affiliates is restricted.

We are prohibited under the 1940 Act from participating\nin certain transactions with our affiliates without the prior approval of the SEC. Any person that owns, directly or indirectly, 5% or\nmore of our outstanding voting securities will be our affiliate for purposes of the 1940 Act and we are generally prohibited from buying\nor selling any securities from or to such affiliate. The 1940 Act also prohibits certain “joint” transactions with certain\nof our affiliates, which could include investments in the same portfolio company without prior approval of the SEC. If a person acquires\nmore than 25% of our voting securities, we will be prohibited from buying or selling any security from or to such person or certain of\nthat person’s affiliates, or entering into prohibited joint transactions with such persons, absent the prior approval of the SEC.\nSimilar restrictions limit our ability to transact business with our officers or directors or their affiliates. As a result of these restrictions,\nwe may be prohibited from buying or selling any security from or to any investment fund managed by our Adviser or its affiliates without\nthe prior approval of the SEC, which may limit the scope of investment opportunities that would otherwise be available to us. We may co-invest\nwith our Adviser or our officers and directors in a manner consistent with guidance promulgated under the no-action position of the SEC\nset forth in Mass Mutual Life Ins. Co. (SEC No-Action Letter, June 7, 2000), on which similarly situated funds like us rely in order to\nco-invest in a single class of privately placed securities so long as certain conditions are met, including that our investment adviser\nor an affiliate, acting on our behalf and on behalf of other clients, negotiates no term other than price.

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Our Adviser and other related entities have been\ngranted an exemptive order from the SEC, which permits the Fund to co-invest alongside other funds and accounts managed and controlled\nby our Adviser and its affiliates in privately-negotiated investments, in a manner consistent with its investment objective, policies\nand restrictions as well as applicable regulatory requirements (the “Co-Investment Exemptive Order”). Pursuant to the Co-Investment\nExemptive Order, the Fund generally will be permitted to co-invest alongside certain of its affiliates if the Fund and each affiliate\nparticipating in the transaction acquire, or dispose of, as the case may be, the same class of securities, at the same time, for the same\nprice and with the same conversion, financial reporting and registration rights, and generally with substantially the same other terms.\nIn addition, the Fund’s independent directors will be required to make certain findings in connection with certain co-investment\ntransactions. The Co-Investment Exemptive Order contains certain conditions that limit or restrict the Fund’s ability to participate\nin such investment opportunities. In such cases, the Fund may participate in an investment to a lesser extent or, under certain circumstances,\nmay not participate in the investment.

We will be subject to U.S. federal income\ntax imposed at corporate rates on our income and gains if we are unable to qualify as a RIC.

We intend to elect to be treated as a RIC and\nintend to operate in a manner so as to continue to qualify for the U.S. federal income tax treatment applicable to RICs; however, we will\nnot qualify as a RIC for our initial taxable year ending August 31, 2026, and there is no guarantee we will qualify as a RIC for the taxable\nyear ending August 31, 2027. For our initial taxable year, and any year thereafter in which we don’t qualify as a RIC, we will be\ntreated as a corporation for U.S. federal income tax purposes. Accordingly, the Fund will be subject to U.S. federal income tax imposed\nat corporate rates on its taxable income as well as applicable state and local income taxes. Distributions from the Fund will generally\nbe treated as taxable dividend income to the extent of the Fund’s current and accumulated earnings and profits. Distributions from\nthe Fund to non-U.S. investors will generally be subject to U.S. federal withholding tax imposed at a rate of 30% or a reduced rate specified\nby an applicable income tax treaty. Taxation as a corporation will reduce the amount of cash available to pay distributions to holders\nof the shares, which will mean that investors in the Fund will likely receive lower distributions than they otherwise would if the Fund\nqualified as a regulated investment company for U.S. federal income tax purposes.

To the extent that we qualify as a RIC in a subsequent\ntaxable year, we generally will not be subject to U.S. federal income tax on our income and gain that we timely distribute (or are deemed\nto distribute) to our stockholders as dividends. We will be subject to U.S. federal income tax imposed at corporate rates on any income\nor gains that we do not timely distribute (or are deemed to distribute) to our shareholders. To qualify as a RIC, we must meet several\nrequirements, including certain source of income, asset diversification and annual distribution requirements. In addition, we may also\nbe subject to certain U.S. federal excise taxes, as well as state, local and foreign taxes (including withholding taxes).

We will satisfy the source of income requirement\nif we obtain at least 90% of our annual gross income from dividends, interest, payments with respect to securities loans, gains from the\nsale of stock or securities, net income from an interest in a qualified publicly traded partnership, or other income derived from the\nbusiness of investing in stock or securities.

We will satisfy the annual distribution requirement\nif we distribute to our stockholders on a timely basis generally an amount equal to at least 90% of our investment company taxable income\nfor each year. Under certain circumstances, we may be restricted from making distributions necessary to qualify as a RIC. If we are unable\nto obtain cash from other sources, we may fail to qualify as a RIC. Because we must make distributions to our stockholders as described\nabove, such amounts, to the extent a stockholder is not participating in our dividend reinvestment option, will not be available to us\nto make investments.

We will satisfy the asset diversification requirement\nif, at the end of each quarter of our taxable year:

\n \n \n \n

●

At least 50% of the value of our total assets consists of cash, cash equivalents (including receivables), U.S. government securities, securities of other RICs, and other securities, provided that such other securities of any one issuer do not represent more than 5% of the value of our total assets or more than 10% of the outstanding voting securities of the issuer; and

\n \n \n \n

●

No more than 25% of the value of our assets can be invested in (i) the securities, other than U.S. government securities or securities of other RICs, of one issuer, (ii) the securities, other than securities of other RICs, of two or more issuers that are controlled, as determined under applicable Code rules, by us and that are engaged in the same or similar or related trades or businesses, or (iii) the securities of certain “qualified publicly traded partnerships” (as defined in the Code).

To the extent that we qualify as a RIC in a subsequent\ntaxable year, failure to meet these tests may result in our having to (a) dispose of certain investments quickly or (b) raise additional\ncapital to prevent the loss of RIC status. Because most of our investments are in private companies and are generally illiquid, any such\ndispositions may be at disadvantageous prices and may result in losses. Also, the rules applicable to our qualification as a RIC are complex\nwith many areas of uncertainty. Accordingly, no assurance can be given that we will qualify as a RIC.

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To the extent that we qualify as a RIC in\na subsequent taxable year, we may have difficulty paying our required distributions if we recognize income before or without receiving\ncash representing such income.

For U.S. federal income tax purposes, we may be\nrequired to recognize taxable income in circumstances in which we do not receive a corresponding payment in cash. We may also have to\ninclude in income other amounts that we have not yet received in cash, such as unrealized appreciation for foreign currency forward contracts\nand deferred loan origination fees that are paid after origination of the loan or are paid in non-cash compensation such as warrants or\nstock. Furthermore, we may invest in non-U.S. corporations (or other non-U.S. entities treated as corporations for U.S. federal income\ntax purposes) that could be treated under the Code and U.S. Treasury regulations as “passive foreign investment companies”\nor “controlled foreign corporations.” The rules relating to investment in these types of non-U.S. entities are designed to\nlimit deferral and generally require the current inclusion of income derived by the entity. In certain circumstances, this could require\nus to recognize income where we do not receive a corresponding payment in cash.

We anticipate that a portion of our income may\nconstitute income required to be included in taxable income prior to receipt of cash. To the extent that we qualify as a RIC in a subsequent\ntaxable year, such amounts accrued would be included in our investment company taxable income for the year of the accrual, and consequently,\nwe may be required to make a distribution to our shareholders in order to satisfy the Annual Distribution Requirement (defined below),\neven if we will not have received any corresponding cash amount. As a result, we may have difficulty meeting the Annual Distribution Requirement\nnecessary to maintain RIC tax treatment under the Code. We may have to sell some of our investments at times and/or at prices we would\nnot consider advantageous, raise additional debt or equity capital, make a partial share distribution, or forgo new investment opportunities\nfor this purpose. If we are not able to obtain cash from other sources, and choose not to make a qualifying share distribution, we may\nfail to qualify for RIC tax treatment and thus become subject to U.S. federal income tax.

To the extent that we qualify as a RIC in\na subsequent taxable year and we are not treated as a “publicly offered regulated investment company,” certain shareholders\nwill be treated as having received certain income and their allocable share of expenses, which may not be deductible.

A “publicly offered regulated investment\ncompany” is a RIC whose shares are either (i) continuously offered pursuant to a public offering within the meaning of Section 4\nof the Securities Act, (ii) regularly traded on an established securities market or (iii) held by at least 500 persons at all times during\nthe taxable year. To the extent that we qualify as a RIC in a subsequent taxable year and we are not treated as a publicly offered RIC\nfor any calendar year, each U.S. shareholder that is an individual, trust or estate will be treated as having received a dividend from\nus in the amount of such U.S. shareholder’s allocable share of certain of our expenses for the calendar year, and these fees and\nexpenses will be treated as miscellaneous itemized deductions of such U.S. shareholder. Miscellaneous itemized deductions generally are\nnot deductible by a U.S. shareholder that is an individual, trust or estate.

We cannot predict how new tax legislation\nwill affect us, our investments, or our stockholders, and any such legislation could adversely affect our business.

Legislative or other actions relating to taxes\ncould have a negative effect on us. The laws pertaining to U.S. federal income taxation are constantly under review by persons involved\nin the legislative process and by the IRS and the U.S. Treasury Department. The likelihood of any such legislation being enacted is uncertain.\nNew legislation and any U.S. Treasury regulations, administrative interpretations or court decisions interpreting such legislation could\nhave adverse tax consequences, such as significantly and negatively affecting our ability to qualify for tax treatment as a RIC or negatively\naffecting the U.S. federal income tax consequences of an investment in our shares.

Our Board may change our non-fundamental\ninvestment policies and our investment strategies without prior notice or stockholder approval, the effects of which may be adverse.

Our Board has the authority to modify or waive\nour non-fundamental investment policies, and our investment criteria and strategies without stockholder approval and without prior notice.\nWe cannot predict the effect any changes to our current non-fundamental operating policies, investment criteria and strategies would have\non our business, NAV of the Fund and operating results. However, the effects might be adverse, which could negatively impact our ability\nto make distributions to stockholders and cause you to lose all or part of your investment.

The Fund has indemnification obligations.

We have indemnification obligations. Such liabilities\nmay be material and have an adverse effect on the returns to investors. Our indemnification obligations would be payable from our assets,\nand such indemnification obligations will survive the winding-up and dissolution of the Fund.

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Risks Related to Our Investments

The Fund’s investments in portfolio\ncompanies may be extremely risky, and the Fund could lose all or part of its investments.

Investment in portfolio companies involves a number\nof significant risks, including:

\n \n \n \n

●

these portfolio companies may have limited financial resources and may be unable to meet their obligations with their existing working capital, which may lead to equity financings, possibly at discounted valuations, in which the Fund’s holdings could be substantially diluted if the Fund does not or cannot participate, bankruptcy or liquidation, and the reduction or loss of the Fund’s investment;

\n \n \n \n

●

these portfolio companies typically have limited operating histories, less-established and comprehensive product lines, and smaller market shares than larger businesses, which tend to render them more vulnerable to competitors’ actions, market conditions, and consumer sentiment in respect of their products or services, as well as general economic downturns;

\n \n \n \n

●

because the portfolio companies are privately owned, there is usually little publicly available information about these businesses; therefore, although the Adviser and its agents perform due diligence on these portfolio companies, their operations, and their prospects, including review of independent research reports and market valuations of securities of such companies on alternative trading systems and other private secondary markets, the Adviser may not be able to obtain all of the material information that would be generally available for public company investments, including financial or other information regarding the portfolio companies in which the Fund invests. Furthermore, there can be no assurance that the information that the Adviser does obtain with respect to any investment is reliable. The Fund will invest in portfolio companies for which current, up-to-date financial information is not available if the Adviser determines, based on the results of its due diligence review, that such investment is in the best interests of the Fund and its shareholders;

\n \n \n \n

●	Portfolio companies are more likely to depend on the management talents and efforts of a small group of persons; therefore, the death, disability, resignation, or termination of one or more of these persons could have a material adverse impact on a portfolio company and, in turn, on the Fund; and

\n \n \n \n

●

Portfolio companies generally have less predictable operating results, may from time to time be parties to litigation, may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence, and may require substantial additional capital to support their operations, finance expansion, or maintain their competitive position.

The Fund may not realize gains from its\ninvestments, may be compelled to liquidate its investments at a loss as a result of the actions of majority shareholders and, because\ncertain of the portfolio companies may incur substantial debt to finance their operations, the Fund may experience a complete loss on\nits investment in the event of a bankruptcy or liquidation of any of the portfolio companies.

The Fund invests principally in the equity\nsecurities (common and/or preferred stock, or equity-linked securities convertible into such equity securities) of operating private\ncompanies. However, the securities the Fund acquires may not appreciate in value and, in fact, may decline in value. In addition,\nthe private company securities the Fund acquires (or into which they are convertible) are often subject to drag-along rights.\nDrag-along rights are rights granted to a majority stockholder in a particular company that enable such shareholder to force\nminority stockholders to join in the sale of a company on the same price, terms, and conditions as any other seller in the sale.\nSuch drag-along rights could permit other stockholders, under certain circumstances, to force the Fund to liquidate its position in\na portfolio company at a specified price, which could be, in the Adviser’s opinion, inadequate or undesirable or even below\nthe Fund’s cost basis. In this event, the Fund could realize a loss or fail to realize gain in an amount that the Adviser\ndeems appropriate on the Fund’s investment. Further, capital market volatility and the overall market environment may preclude\nthe portfolio companies from realizing liquidity events and impede the Fund’s exit from these investments. The portfolio\ncompanies may make business decisions to forego or delay potential liquidity events, such as an initial public offering, which could\ndelay the Fund’s realization of value. Accordingly, the Fund may not be able to realize gains from its investments, and any\ngains that it does realize on the disposition of any investments may not be sufficient to offset any other losses it experiences.\nThe Fund will generally have little, if any, control over the timing of any gains it may realize from its investments. In addition,\nthe portfolio companies in which the Fund invests may have substantial debt loads. In such cases, the Fund would typically be last\nin line behind any creditors in a bankruptcy or liquidation and would likely experience a complete loss on its investment.

The Fund may enter into SAFEs with portfolio companies,\nwhich give the Fund certain rights for future equity in such portfolio companies similar to a warrant, except without determining a specific\nprice per share at the time of the initial investment. The Fund’s ability to receive portfolio company equity under a SAFE is contingent\nupon the occurrence of triggering events set forth in the applicable SAFE, such as a priced round of investment or liquidation event,\nwhich may never materialize. In addition, SAFE terms may vary from agreement to agreement and may provide a right to the portfolio company\nto repurchase the Fund’s future right to equity before a triggering event occurs. There is no guarantee that the Fund will receive\nfavorable terms when entering into a SAFE or that the Fund will recover its investment in a portfolio company made under such agreement.

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Because the Fund’s investments are\ngenerally not in publicly traded securities, there will be uncertainty regarding the fair market value of its investments, which could\nadversely affect the determination of the Fund’s NAV.

The Fund’s portfolio investments are generally\nnot in publicly traded securities (unless one of the portfolio companies goes public, and then only to the extent the Fund has not yet\nliquidated its securities holdings therein). The Adviser prepares portfolio company valuations using the most recent portfolio company\nfinancial statements and forecasts, if available. The Adviser may utilize the services of an independent valuation firm, which, if engaged,\nmay prepare or review valuations for all or some of the Fund’s portfolio investments that are not publicly traded or for which the\nAdviser does not have readily available market quotations. The types of factors that the Adviser will take into account in providing its\nfair value determination with respect to such portfolio company valuation will include, as relevant and, to the extent available, the\nportfolio company’s earnings, the markets in which the portfolio company does business, comparison to valuations of publicly traded\ncompanies in the portfolio company’s industry, comparisons to recent sales of comparable companies, the discounted value of the\ncash flows of the portfolio company, and other relevant factors. It is difficult to obtain financial and other information with respect\nto private companies, and even where the Adviser is able to obtain such information, there can be no assurance that it is complete or\naccurate. Because such valuations are inherently uncertain and may be based on estimates, the Adviser’s determinations of fair market\nvalue may differ materially from the values that would be assessed if a readily available market for these securities existed. Due to\nthis uncertainty, the Adviser’s fair market value determinations with respect to any non-publicly traded portfolio company investment\nthe Fund holds may cause the Fund’s NAV on a given date to materially understate or overstate the value that the Fund may ultimately\nrealize on one or more of its investments. As a result, investors purchasing the Fund’s shares based on an overstated NAV would\npay a higher price than the value of its investments might warrant.

The lack of liquidity in, and potentially\nextended holding period of, many of the Fund’s investments may adversely affect its business and will delay any distributions of\nany gains.

The Fund’s investments are generally in\nnon-publicly traded securities (unless one of the portfolio companies goes public, and then only to the extent the Fund has not yet liquidated\nits securities holdings therein).

Although the Adviser expects that most of the\nFund’s equity investments will trade on private secondary marketplaces, certain of the securities held may be subject to legal and\nother restrictions on resale or may otherwise be less liquid than publicly traded securities. In addition, while some portfolio companies\nmay trade on private secondary marketplaces, the Fund can provide no assurance that such a trading market will continue or remain active,\nor that the Fund will be able to sell its position in any portfolio company at the time the Adviser desires to do so and at the price\nthe Adviser anticipates. The illiquidity of the Fund’s investments, including those that are traded on private secondary marketplaces,\nmay make it difficult for it to sell such investments if the need arises. Also, if the Fund is required to liquidate all or a portion\nof its portfolio quickly, it may realize significantly less than the carrying value of its investments. There is no limitation on the\nportion of the Fund’s portfolio that may be invested in illiquid securities, and a substantial portion or all of its portfolio may\nbe invested in such illiquid securities from time to time.

In addition, because the Fund deploys its capital\nto invest primarily in equity securities of private companies (or equity-linked securities convertible into such equity securities), realization\nevents, if any, are unlikely to occur in the near term with respect to the majority of the portfolio companies. The Fund expects that\nits holdings of securities may require several years to appreciate in value and can offer no assurance that such appreciation will occur.\nEven if such appreciation does occur, it is likely that the Fund’s shareholders could wait for an extended period of time before\nany appreciation or sale of the Fund’s investments, and any attendant distributions of gains, may be realized.

Technology-focused companies in which the\nFund invests are subject to many risks, including volatility, intense competition, decreasing life cycles, product obsolescence, changing\nconsumer preferences, and periodic downturns.

The Adviser expects that a number of the portfolio\ncompanies in which the Fund invests will be technology-focused companies. The revenues, income (or losses), and valuations of technology-related\ncompanies can and often do fluctuate suddenly and dramatically. In addition, because of rapid technological change, the average selling\nprices of products and some services provided by technology-focused companies have historically decreased over their productive lives.\nAs a result, the average selling prices of products and services offered by the portfolio companies that are technology-focused companies\nmay decrease over time, which could adversely affect their operating results and, correspondingly, the value of any equity securities\nthat the Fund may hold. This could, in turn, materially adversely affect the Fund’s business, financial condition, and results of\noperations.

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Investing in Humanoid and physical AI technology\ncompanies involves risk.

Humanoid and physical AI technology companies\ntypically have high research and capital expenditures and, as a result, their profitability can vary widely, if they are profitable at\nall. The space in which they are engaged is highly competitive and issuers’ products and services may become obsolete very quickly.\nThese companies are heavily dependent on intellectual property rights and may be adversely affected by loss or impairment of those rights.\nThe issuers are also subject to legal, regulatory and political changes that may have a large impact on their profitability. A failure\nin an issuer’s product or even questions about the safety of the product could be devastating to the issuer, especially if it is\nthe marquee product of the issuer. It can be difficult to accurately capture what qualifies as a humanoid and physical AI technology company.

Certain humanoid and physical AI technology companies\nmay face special risks that their products or services may not prove to be commercially successful. Such companies are also strongly affected\nby worldwide scientific or technological developments. As a result, their products may rapidly become obsolete. Such companies are also\noften subject to governmental regulation and may, therefore, be adversely affected by governmental policies. In addition, certain of such\ncompanies in which the Fund may invest may not currently be profitable and there can be no assurance that such companies will be profitable\nin the future.

Because the Fund will generally not hold\ncontrolling equity interests in its portfolio companies, the Fund will likely not be in a position to exercise control over the portfolio\ncompanies or to prevent decisions by substantial shareholders or management of the portfolio companies that could decrease the value of\nits investments.

The Fund has not, does not intend to, and does\nnot anticipate that it will take controlling equity positions in the portfolio companies. As a result, it will be subject to the risk\nthat a portfolio company may make business decisions with which the Adviser disagrees, and the stockholders and management of a portfolio\ncompany may take risks or otherwise act in ways that are adverse to the Fund’s interests. In addition, other shareholders, such\nas venture capital and private equity sponsors, that have substantial investments in the portfolio companies may have interests that differ\nfrom that of the portfolio company or its minority shareholders, which may lead them to take actions that could materially and adversely\naffect the value of the Fund’s investment in the portfolio company. Due to the lack of liquidity for the equity investments that\nthe Fund will typically hold in the portfolio companies, it may not be able to dispose of its investments in the event the Adviser disagrees\nwith the actions of a portfolio company or its substantial shareholders and may therefore suffer a decrease in the value of its investments.

Investments in foreign companies may involve\nsignificant risks in addition to the risks inherent in U.S. investments.

While the Fund intends to invest primarily in\nU.S. companies, it may invest on an opportunistic basis in certain non-U.S. companies, including those located in emerging markets, that\notherwise meet its investment criteria. Investing in foreign companies, and particularly those in emerging markets, may expose the Fund\nto additional risks not typically associated with investing in U.S. issuers. These risks include changes in exchange control regulations;\npolitical and social instability; expropriation; nationalization of companies by foreign governments; capital repatriation regulations;\nrestrictions on foreign investment in certain jurisdictions; imposition of foreign taxes (including withholding taxes) at potentially\nconfiscatory levels; fluctuating currency exchange rates; less liquid markets and less available information than is generally the case\nin the United States; higher transaction costs; less government supervision of exchanges, brokers, and issuers; less developed bankruptcy\nlaws; difficulty in enforcing contractual obligations; extended or delayed settlements of transactions; lack of uniform accounting and\nauditing standards; and greater price volatility. Further, the Fund may have difficulty enforcing its rights as an equity holder in foreign\njurisdictions. In addition, to the extent the Fund invests in non-U.S. companies, it may face greater exposure to foreign economic developments.

International trade tensions may arise from\ntime to time which could result in trade tariffs, embargos or other restrictions or limitations on trade. The imposition of any\nactions on trade could trigger a significant reduction in international trade, an oversupply of certain manufactured goods,\nsubstantial price reductions of goods, and possible failure of individual companies or industries which could have a negative impact\non the Fund’s performance. Events such as these are difficult to predict and may or may not occur in the future.

In addition, the Fund’s investments in foreign\ncompanies may be subject to economic sanctions or other government restrictions. The type and severity of sanctions and other similar\nmeasures, including counter sanctions and other retaliatory actions, that may be imposed could vary broadly in scope, and their impact\nis difficult to ascertain. These types of measures may include, but are not limited to, banning a sanctioned country or certain persons\nor entities associated with such country from global payment systems that facilitate cross-border payments, restricting the settlement\nof securities transactions by certain investors, and freezing the assets of particular countries, entities, or persons. The imposition\nof sanctions and other similar measures could, among other things, result in a decline in the value and/or liquidity of securities issued\nby the sanctioned country or companies located in or economically tied to the sanctioned country, downgrades in the credit ratings of\nthe sanctioned country’s securities or those of companies located in or economically tied to the sanctioned country, currency devaluation\nor volatility, and increased market volatility and disruption in the sanctioned country and throughout the world. Sanctions and other\nsimilar measures could directly or indirectly limit or prevent the Fund from buying and selling securities (in the sanctioned country\nand other markets), significantly delay or prevent the settlement of securities transactions, and adversely impact the Fund’s liquidity\nand performance.

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Although the Fund expects that most of its investments\nwill be U.S. dollar-denominated, any investments denominated in a foreign currency will be subject to the risk that the value of a particular\ncurrency will change in relation to one or more other currencies. Changes in foreign currency exchange rates may affect the value of securities\nheld by the Fund and the unrealized appreciation or depreciation of investments. Currencies of certain countries may be volatile and therefore\nmay affect the value of securities denominated in such currencies, which means that the Fund’s NAV could decline as a result of\nchanges in the exchange rates between foreign currencies and the U.S. dollar. The Adviser may, but is not required to, elect for the Fund\nto seek to protect itself from changes in currency exchange rates through hedging transactions depending on market conditions. In addition,\ncertain countries, particularly emerging market countries, may impose foreign currency exchange controls or other restrictions on the\ntransferability, repatriation or convertibility of currency.

There are risks associated with investing\nin SPVs or similar investment structures, including that the Fund will bear its pro rata portion of expenses on investments in SPVs and\nwill have no direct claim against underlying portfolio companies.

The Adviser may invest in portfolio companies\nindirectly through investing in SPVs. Investors should be aware that the use of SPVs introduces additional layers of structural complexity,\nand additional risks related to liquidity, transparency, and valuation may exist.

The Fund, as a holder of securities issued by\nan SPV or similar investment structure, will bear its pro rata portion of such SPV or investment structure’s expenses. The fees\nwe pay to invest in an SPV may be higher than if we invested in the single underlying portfolio company directly. These acquired fund\nfee expenses are in addition to the direct expenses of the Fund’s own operations, thereby increasing costs and/or potentially reducing\nreturns to investors.

Investments in SPVs are generally illiquid, and\nthe Fund may invest in SPVs managed by external managers. When investing in an SPV managed by an unaffiliated manager, the Adviser will\nnot have any control over the management of the SPV. In addition, the Fund’s investments in SPVs may be subject to investment lock-up\nperiods or other transfer restrictions and may require the approval of an external manager to transfer our interests or obtain stock following\nan IPO. As such, the Fund may not be able to withdraw or transfer its investment at a desirable time. Even if the Fund is able to withdraw\nfrom an SPV, it may take a considerable amount of time for the SPV to redeem or liquidate the Fund’s position. An SPV’s withdrawal\nlimitations may also restrict the Adviser’s ability to reallocate or terminate investments in SPVs that are poorly performing or\nhave otherwise had adverse changes. We do not control the timing of cash or stock distributions from external managers. The Fund will\nhave no direct claims against any portfolio company held by an SPV.

SPVs may also present valuation and transparency\nchallenges. For SPVs managed by unaffiliated entities, the Fund may have little to no transparency regarding the SPVs’ financial\nposition or holdings. Information provided by the SPV may be minimal, and may not be provided in a timely manner. For information about\nthe value of the Fund’s investment in an SPV managed by an unaffiliated entity, the Adviser will be dependent on information provided\nby the manager of the SPV, including unaudited financial statements, which, if inaccurate, could adversely affect the Adviser’s\nability to accurately value the Fund’s shares and to manage the Fund’s investment portfolio in accordance with its investment\nobjective. Moreover, the Adviser’s due diligence efforts may not necessarily detect fraud, malfeasance, inadequate back-office systems,\nor other flaws or problems with respect to the SPV manager. Stockholders have no individual right to receive information about the SPVs\nor their managers, will not be stockholders in the SPVs, and will have no rights with respect to or standing or recourse against the SPVs,\ntheir managers, or any of their respective affiliates. Stockholders should recognize that valuations of illiquid assets, including interests\nin SPVs, involve various judgments and consideration of factors that may be subjective.

There are risks relating to investing in\nPIPE transactions offered by SPACs.

The Fund may invest in PIPE transactions\nwhere the issuer of the security is a SPAC established to facilitate the acquisition and future financing of certain private\nlate-stage operating growth companies in anticipation of such private company entering the public markets. In a PIPE transaction,\ninvestors purchase securities directly from a publicly traded company in a private placement transaction, typically at a discount to\nthe market price of the company’s common stock. When participating in a PIPE transaction, the Fund may bear the price risk\nfrom the time of pricing until the time of closing. In addition, the Fund may have to commit to purchase a specified number of\nshares at a fixed price, with the closing conditioned upon, among other things, the SEC’s preparedness to declare effective a\nresale registration statement covering the resale, from time to time, of the shares sold in the private financing. Because the sale\nof the securities is not registered under the Securities Act, the securities are “restricted” and cannot be immediately\nresold by the investors into the public markets. Accordingly, the company typically agrees as part of the PIPE deal to register the\nrestricted securities with the SEC. PIPE transactions are subject to the risk that the issuer may be unable to register the\nsecurities for public resale in a timely manner, or at all, in which case the securities could be sold only in a privately\nnegotiated transaction and, potentially, at a price less than that paid by the Fund. Disposing of such securities may involve\nnegotiation and legal expenses. Even if such securities are registered for public sale, the resulting market for the securities may\nbe thin or illiquid, which could make it difficult for the Fund to dispose of such securities at an acceptable price.

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Indirect investments in portfolio companies\ninvolve substantial risks, including that the portfolio company may not recognize our investment and actively seek to obstruct it.

The Fund may obtain exposure to portfolio companies\nindirectly by investing through SPVs or other such instruments. The underlying portfolio company may not be a party to and may not have\napproved or been informed of the SPV’s transactions with us, unless otherwise disclosed. The portfolio company may, upon learning\nof the SPV’s transactions, take steps to invalidate or frustrate them, demand that we stop purchasing portfolio company’s\nsecurities, or seek redress or retaliation against SPV sponsors, us, or others. Should the portfolio company object to the existence of\nthe creation of the SPV, it may take any number of steps to discourage or obstruct the transactions, including claiming that the SPV transactions\nviolate the portfolio company’s agreements, claiming causes of action SPV sponsors or us, defensive measures intended to discourage\nSPV sponsors from selling the portfolio company’s securities to us, refusing to accept or process securities transfers, or claiming\nrights to rescind our transactions or trigger rights of refusal to purchase the portfolio company’s securities involved in our transactions.\nShould a portfolio company wish to prospectively discourage secondary transactions by us, it may adopt policies or securities-related\ndocuments that makes such transactions impractical. A portfolio company may also object to use of its name, intellectual property, or\npublic or non-public information about it. A portfolio company may be under no obligation to approve or recognize transactions involving\nthe portfolio company’s securities that occur through SPVs. Conversely, a portfolio company that does wish to endorse, approve,\nor participate in the transactions may face complex and costly regulatory requirements and exposure to risk for doing so, which could\ndiscourage it from approving or participating in the transaction.

There are significant potential risks relating\nto investing in securities traded on private secondary marketplaces.

The Fund may utilize alternative trading systems\nand other private secondary markets to acquire equity securities of portfolio companies. The Fund generally has little or no direct access\nto financial or other information from the portfolio companies in which it invests through such private secondary marketplaces. As a result,\nthe Fund is dependent upon the relationships and contacts of the Adviser to perform research and due diligence, and to monitor the Fund’s\ninvestments after they are made. However, there can be no assurance that the Adviser will be able to acquire adequate information on which\nto make an investment decision with respect to any private secondary marketplace purchases, or that the information the Adviser is able\nto obtain is accurate or complete. Any failure to obtain full and complete information regarding the portfolio companies in which the\nFund invests could cause the Fund to lose part or all of its investment in such companies, which would have a material and adverse effect\non its NAV and results of operations.

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In addition, there can be no assurance that portfolio\ncompanies in which the Fund invests through private secondary marketplaces will have or maintain active trading markets, and the prices\nof those securities may be subject to irregular trading activity, wide bid/ask spreads, and extended trade settlement periods. Wide swings\nin market prices, which are typical of irregularly traded securities, could cause significant and unexpected declines in the value of\nour portfolio investments. Further, prices on alternative trading systems and other private secondary markets, where limited information\nis available, may not accurately reflect the true value of a portfolio company, and may in certain cases overstate a portfolio company’s\nactual value, which may cause the Fund to realize future capital losses on its investment in that portfolio company. If any of the foregoing\nwere to occur, it would likely have a material and adverse effect on the Fund’s NAV and results of operations.

Investments in private companies, including through\nprivate secondary marketplaces, also entail additional legal and regulatory risks which expose participants to the risk of liability due\nto the imbalance of information among participants and participant qualification and other transactional requirements applicable to private\nsecurities transactions. Failure to comply with such requirements could result in rescission rights and monetary and other sanctions.\nThe application of these laws within the context of private secondary marketplaces and related market practices are still evolving, and,\ndespite the Fund’s efforts to comply with applicable laws, the Fund could be exposed to liability. The regulation of private secondary\nmarketplaces is also evolving. Additional state or federal regulation of these markets could result in limits on the operation of or activity\non those markets. Conversely, deregulation of these markets could make it easier for investors to invest directly in private companies\nand affect the attractiveness of the Fund as an access vehicle for investment in private shares. Private companies may also increasingly\nseek to limit secondary trading in their stock, through such methods as contractual transfer restrictions and employment policies. To\nthe extent that these or other developments result in reduced trading activity and/or availability of private company shares, the Fund’s\nability to find investment opportunities and to liquidate its investments could be adversely affected.

Due to transfer restrictions and the illiquid\nnature of the Fund’s investments, the Fund may not be able to purchase or sell its investments when it determines to do so.

The Fund’s investments are, and are expected\nto continue to be, primarily in equity securities (e.g., common and/or preferred stock, or equity-linked securities convertible\ninto such equity securities) of privately held companies. Such equity securities are typically subject to contractual transfer limitations,\nwhich may include prohibitions on transfer without the company’s consent. In order to complete a purchase of shares, the Fund may\nneed to, among other things, give the issuer or its stockholders a particular period of time, often 30 days, in which to exercise a veto\nright, or a right of first refusal over, the sale of such securities. The Fund may be unable to complete a purchase transaction if the\nsubject company or its stockholders chooses to exercise a veto right or right of first refusal. When the Fund completes an investment\n(or upon conversion of equity-linked securities), it generally becomes bound to the contractual transfer limitations imposed on the subject\ncompany’s stockholders as well as other contractual obligations, such as tag-along rights (i.e., rights of a company’s\nminority stockholders to participate in a sale of such company’s shares on the same terms and conditions as a company’s majority\nshareholder, if the majority stockholder sell its shares of the company). These obligations generally expire only upon an IPO by the subject\ncompany. As a result, prior to an IPO of a particular portfolio company, the Fund’s ability to liquidate such securities may be\nconstrained. Transfer restrictions could limit the Fund’s ability to liquidate its positions in these securities if it is unable\nto find buyers acceptable to its portfolio companies, or, where applicable, their stockholders. Such buyers may not be willing to purchase\nthe Fund’s investments at adequate prices or in volumes sufficient to liquidate its position, and even where they are willing, other\nstockholders could exercise their tag-along rights to participate in the sale, thereby reducing the number of shares sellable by the Fund.\nFurthermore, prospective buyers may be deterred from entering into purchase transactions with the Fund due to the delay and uncertainty\nthat these transfer and other limitations create.

The Fund intends to adhere to its primary\ninvestment strategy to “buy and hold” the portfolio company securities. However, although the Adviser believes\nalternative trading systems and other private secondary markets may offer an opportunity to liquidate the Fund’s private\ncompany investments, in the event the Fund needs to liquidate such securities prior to a portfolio company’s liquidity event (i.e.,\nIPO or merger or acquisition transaction), there can be no assurance that a trading market will develop for the securities that it\nliquidates or that the subject companies will permit their shares to be sold through such platforms.

Due to the illiquid nature of most of the Fund’s\ninvestments, the Fund may not be able to sell these securities at times when the Adviser deems it necessary to do so or at all. Due to\nthe difficulty of assessing the Fund’s NAV, the NAV for the Fund’s shares may not fully reflect the illiquidity of the Fund’s\nportfolio, which may change on a daily basis, depending on many factors, including the status of the alternative trading systems and other\nprivate secondary markets on which the Fund’s portfolio securities may trade and the Fund’s particular portfolio at any given\ntime.

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The Fund may be subject to lock-up provisions\nor agreements that could prohibit it from selling its investments for a specified period of time.

Even if some of the portfolio companies complete\nIPOs, the Fund will often be subject to lock-up provisions that prohibit it from selling its investments into the public market for specified\nperiods of time after an IPO, typically 180 days. As a result, the market price of securities that the Fund holds may decline substantially\nbefore it is able to sell these securities following an IPO.

There are significant potential risks associated\nwith investing in venture capital and private equity-backed companies with complex capital structures.

A primary feature of the Fund’s investment\nobjective is to invest in private late-stage growth companies, either through private secondary transactions or direct investments in\nsuch companies, and to hold such securities until a liquidity event with respect to such portfolio company occurs, such as an initial\npublic offering or a merger or acquisition transaction. Such private companies frequently have much more complex capital structures than\ntraditional publicly traded companies and may have multiple classes of equity securities with differing rights, including rights with\nrespect to voting and distributions. In addition, it is often difficult to obtain information with respect to private companies’\ncapital structures, and even where the Fund is able to obtain such information, there can be no assurance that it is complete or accurate.\nIn certain cases, such private companies may also have preferred stock or senior debt outstanding, which may heighten the risk of investing\nin the underlying equity of such private companies, particularly in circumstances when the Adviser has limited information with respect\nto such capital structures. Although the Adviser has experience evaluating and investing in private companies with such complex capital\nstructures, there can be no assurance that we will be able to adequately evaluate the relative risks and benefits of investing in a particular\nclass of a portfolio company’s equity securities. Any failure on our part to properly evaluate the relative rights and value of\na class of securities in which the Fund invests could cause the Fund to lose part or all of its investment, which in turn could have a\nmaterial and adverse effect on the Fund’s NAV and results of operations.

There are significant potential risks relating\nto holding portfolio company securities following an IPO.

The value of shares of a portfolio company following\nan IPO may and likely will fluctuate considerably more than during the private phase of their offering. Additionally, due to factors such\nas the absence of a prior public market, unseasoned trading, the small number of shares available for trading, and limited information\nabout a company’s business model, quality of management, earnings growth potential, and other criteria used to evaluate its investment\nprospects, the shares of portfolio companies following an IPO may experience high amounts of volatility generally. Investments in companies\nthat have recently sold securities through an IPO involve greater risks than investments in shares of companies that have traded publicly\non an exchange for extended periods of time. In addition, the market for IPO shares can be speculative and/or inactive for extended periods\nof time. The limited number of shares available for trading in some IPOs may make it more difficult for the Fund to sell significant amounts\nof shares without an unfavorable impact on prevailing prices. As a result, the market price of securities that the Fund holds may decline\nsubstantially before the Adviser is able to sell these securities following an IPO. In addition, issuers frequently impose lock-ups that\nprohibit sales of their shares for a period of time after an IPO.

There are risks relating to investing in\nother registered investment companies.

The Fund may invest in registered investment companies\nto obtain exposure to private, early stage, emerging growth companies. The risks of investing in a particular investment company will\ngenerally reflect the risks of the securities in which it invests and the investment techniques it employs. The Fund, as a holder of securities\nissued by investment companies, will bear its pro rata portion of such investment company’s operating expenses. These operating\nexpenses are in addition to the direct expenses of the Fund’s own operations, thereby increasing costs and/or potentially reducing\nreturns to investors.

There are risks relating to investing in\nETFs and ETPs.

ETFs are investment companies that typically are\nregistered under the 1940 Act as open-end funds. ETFs are actively traded on national securities exchanges and may track specific domestic\nand foreign market indices. Shares of an ETF may be bought and sold throughout the day at market prices, which may be higher or lower\nthan the shares’ NAV. Market prices of ETF shares will fluctuate, sometimes rapidly and materially, in response to various factors\nincluding changes in the ETF’s NAV, the value of ETF holdings, and supply of and demand for ETF shares. Although the creation/redemption\nfeature of ETFs generally makes it more likely that ETF shares will trade close to their NAV, market volatility, lack of an active trading\nmarket for ETF shares, disruptions at market participants (such as authorized participants or market makers), and any disruptions in the\nordinary functioning of the creation/redemption process may result in ETF shares trading significantly above (at a “premium”)\nor below (at a “discount”) their NAV. ETFs, like mutual funds, have expenses associated with their operation, including advisory\nfees. When the Fund invests in an ETF, in addition to directly bearing expenses associated with its own operations, it will bear a pro\nrata portion of the ETF’s expenses. Therefore, it may be more costly to own an ETF than to own the underlying securities directly.\nAs with any exchange-listed security, ETF shares purchased in the secondary market are subject to customary brokerage charges. Certain\nETFs in which the Fund may invest may not be registered under the 1940 Act (such ETFs referred to herein as ETPs). Because ETPs are not\nregistered under the 1940 Act, they are not required to comply with the 1940 Act and holders of ETP shares are not afforded the protections\nof the 1940 Act. Additionally, ETPs are not eligible to be taxed as regulated investment companies.

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Investments in Private Funds may involve\nsignificant risks.

To the extent the Fund invests in any Private\nFunds, such investments may involve significant risks. The Fund’s investments in Private Funds subject it to the risks associated\nwith direct ownership of the securities in which the underlying funds invest. Private Funds are also subject to operational risks, such\nas the Private Fund manager’s ability to maintain operations, including back-office functions, property management, accounting,\nadministration, risk management, valuation services, and reporting. The Fund may be required to indemnify certain of the Private Funds\nand/or their service providers from liability, damages, costs, or expenses. In addition, the Fund, as a holder of securities issued by\nthe Private Funds, will bear its pro rata portion of such Private Fund’s expenses. The fees we pay to invest in a Private Fund may\nbe higher than if the manager of the Private Fund managed our assets directly. Incentive fees charged by certain Private Funds may incentivize\nits manager to make investments that are riskier and/or more speculative than those it might have made in the absence of an incentive\nfee. These acquired fund fee expenses are in addition to the direct expenses of the Fund’s own operations, thereby increasing costs\nand/or potentially reducing returns to investors.

Private Funds are not registered as investment\ncompanies under the 1940 Act and, therefore, the Fund will not be afforded the protections of the 1940 Act with respect to its Private\nFund investments. For example, Private Funds may employ higher and/or more complex fee structures, may not have independent boards, may\nnot require stockholder approval of advisory contracts, may employ leverage higher than other investment vehicles such as mutual funds,\nmay engage in joint transactions with affiliates, and are not obligated to file financial reports with the SEC.

Although the Adviser will evaluate each Private\nFund and its manager to determine whether its investment programs are consistent with the Fund’s investment objective and whether\nthe Private Fund’s investment performance is satisfactory, the Adviser will not have any control over the investments made by a\nPrivate Fund. In addition, the Fund’s investments in Private Funds may be subject to investment lock-up periods, during which the\nFund may not be able to withdraw its investment. Even if the Fund’s investment in a Private Fund is not subject to lock-up, it will\ntake a significant amount of time to redeem or otherwise liquidate such a position. Such withdrawal limitations may also restrict the\nAdviser’s ability to reallocate or terminate investments in Private Funds that are poorly performing or have otherwise had adverse\nchanges. No market for the interests in a Private Fund exists or is expected to develop, and it may be difficult or impossible to transfer\nthe interests in such Private Fund, even in an emergency.

For information about the value of the Fund’s\ninvestment in Private Funds, the Adviser will be dependent on information provided by the Private Funds, including unaudited financial\nstatements, which, if inaccurate, could adversely affect the Adviser’s ability to accurately value the Fund’s Shares and to\nmanage the Fund’s investment portfolio in accordance with its investment objective. A Private Fund may not provide us audited financials,\nand, in the absence of such audited financials, we will not have an independent third party verifying financial reports. Moreover, the\nAdviser’s due diligence efforts may not necessarily detect fraud, malfeasance, inadequate back-office systems, or other flaws or\nproblems with respect to the underlying Private Fund managers. In purchasing a Private Fund interest, we entrust all aspects of the management\nof the Private Fund to its manager, and are subject to the risks inherent in relying on a third party manager. Stockholders have no individual\nright to receive information about the Private Funds or their managers, will not be stockholders in the Private Funds, and will have no\nrights with respect to or standing or recourse against the Private Funds, their managers, or any of their respective affiliates. Stockholders\nshould recognize that valuations of illiquid assets, including interests in Private Funds, involve various judgments and consideration\nof factors that may be subjective.

Each Private Fund will be subject to a variety\nof litigation risks. A Private Fund’s assets, including any investments made by the Private Fund and the portfolio companies held\nby the Private Fund, are available to satisfy all liabilities and other obligations of the Private Fund and we could find our interest\nin the Private Fund’s assets adversely affected by a liability arising out of an investment of the Private Fund.

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Investments in forward contracts involve\nsignificant risks.

Forward shareholder performance

We may invest in contractual arrangements or prepaid\n“forward contracts” with respect to a potential portfolio company that involve institutional and individual shareholders (each,\na “counterparty”), whereby such counterparties promise future delivery of such securities upon removal of transferability\nor other restrictions.

These may involve counterparty promises of future\nperformances, including among other things, transferring shares to us in the future, paying costs and fees associated with maintaining\nand transferring the shares, not transferring or encumbering their shares, and participating in further acts required of shareholders\nby the counterparty and their agreement with us. We expect to enter into such arrangements only where the underlying securities will not\nbe subject to transfer restrictions at the date of delivery. We anticipate that the forward contracts we enter into will be prepaid forwards,\nwhich entails an upfront payment of the purchase price by the purchasing party (in this case, us). Upon entering in such a transaction,\nwe will make a single upfront payment representing the full purchase price of the applicable investment. We will not be required to make\nany additional payments, post margin, provide collateral or otherwise incur any future funding obligation in connection with the transaction.

Settlement of such prepaid forward contracts will\noccur only once the underlying securities become freely transferable or otherwise eligible for transfer following an IPO or other liquidity\nevent. We do not expect issuer consent to waive transfer restrictions at the time of settlement. Settlement may involve delivery of the\noriginal securities, successor securities, publicly traded securities received in connection with an IPO or other liquidity event, cash\nmerger consideration, or other assets distributed with respect to the underlying securities. We do not expect these forward contracts\nto be cash settled in the ordinary course.

Prior to settlement, we will remain subject to\nthe risk that the counterparty may fail to perform its obligations under the applicable agreement, whether inadvertently, by operation\nof law, intentionally or fraudulently, which could adversely affect our performance. The counterparty’s obligations under such forward\ncontracts will be to maintain ownership or control of the applicable underlying securities, refrain from transferring, selling, pledging\nor otherwise encumbering such securities, satisfy applicable costs and obligations associated with maintaining and transferring the securities,\nand deliver the securities to us or our custodian once the securities become freely transferable or otherwise eligible for transfer. The\ncounterparty will also be required to take such additional actions as may be necessary to effect the transfer and to provide us with the\neconomic benefit of any dividends, distributions, merger consideration or other proceeds attributable to the underlying securities in\naccordance with the applicable agreement. Our ability and right to enforce transfer and payment obligations, and other obligations, against\ncounterparties could be limited by acts of fraud or breach on the part of counterparties, operation of law, or actions of third parties.\nMeasures we take to mitigate these risks, including powers of attorney, specific performance and damages provisions, any insurance policy,\nand legal enforcement steps, may prove ineffective, unenforceable, or economically impractical to enact.

Individual counterparties

The Company may enter into forward contracts with\nindividual rather than institutional counterparties. Such arrangements involve heightened risks, including the potential for increased\ndifficulty enforcing contractual obligations, greater credit risk due to individuals’ more limited financial resources, and reduced\nliquidity or transferability of the contracts, which may limit the Company’s ability to exit positions. In addition, forward contracts\nwith individuals may involve less standardized documentation, weaker operational safeguards, and a greater potential for disputes or regulatory\nchallenges. Any of these factors could increase the likelihood of default or loss to the Company.

No direct relationship

In cases where we purchase a forward contract\nthrough a secondary marketplace, we may have no direct relationship with, or right to contact, enforce rights against, or obtain personal\ninformation or contact information concerning the counterparty(ies). In such cases, we will not be direct beneficiaries of the portfolio\ncompany’s securities or related instruments. Instead, we would rely on a third party to collect, settle, and enforce its rights\nwith respect to the portfolio company’s securities. There is no guarantee that said party will be successful or effective in doing\nso.

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Portfolio company may not be a party

Complications may arise with respect to\na corporate event

In cases where we purchase a forward contract,\nin the event of a public offering, sale, or other corporate event affecting a portfolio company, it could be complicated, uncertain, and\nrequire further legal review, negotiation, and other acts for us to work with brokers, transfer agents, and representatives of the portfolio\ncompany, its potential acquirer, and other parties.

Portfolio company may object

The portfolio company may not be a party to and\nmay not have approved or been informed of the counterparty’s transactions with us, unless otherwise disclosed. The portfolio company\nmay, upon learning of the counterparty’s transactions, take steps to invalidate or frustrate them, demand that we stop purchasing\nportfolio company’s securities, or seek redress or retaliation against counterparties, us, or others. Should the portfolio company\nobject to the existence of the forward contract, it may take any number of steps to discourage or obstruct the transactions, including\nclaiming that the counterparty transactions violate the portfolio company’s agreements, claiming causes of action against counterparties\nor us, defensive measures intended to discourage counterparties from selling the portfolio company’s securities to us, refusing\nto accept or process securities transfers, or claiming rights to rescind our transactions or trigger rights of refusal to purchase the\nportfolio company’s securities involved in our transactions. Should a portfolio company wish to prospectively discourage secondary\ntransactions by us, it may adopt policies or securities-related documents that makes such transactions impractical. A portfolio company\nmay also object to use of its name, intellectual property, or public or non-public information about it. A portfolio company may be under\nno obligation to approve or recognize transactions involving the portfolio company’s securities that occur as a result of forward\ntransactions. Conversely, a portfolio company that does wish to endorse, approve, or participate in the transactions may face complex\nand costly regulatory requirements and exposure to risk for doing so, which could discourage it from approving or participating in the\ntransaction.

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Risks Related to Leverage

We may borrow money, which may magnify the\npotential for loss and may increase the risk of investing in us.

As part of our business strategy, we may borrow\nfrom and issue senior debt securities to banks, insurance companies and other lenders or investors. Holders of these senior securities\nwill have fixed-dollar claims on our assets that are superior to the claims of our stockholders. If the value of our assets decreases,\nleverage would cause our NAV to decline more sharply than it otherwise would have if we did not employ leverage. Similarly, any decrease\nin our income would cause net income to decline more sharply than it would have had we not borrowed. Such a decline could negatively affect\nour ability to make common stock dividend payments. Additionally, the costs of borrowing may exceed the income from the portfolio securities\npurchased with the borrowed money. A decline in net asset value of the Fund will result if the investment performance of the additional\nsecurities purchased fails to cover their cost to the Fund (including any interest paid on the money borrowed or dividend requirements\nof preferred stock).

Our ability to service any borrowings that we\nincur will depend largely on our financial performance and will be subject to prevailing economic conditions and competitive pressures.\nMoreover, the Management Fee will be payable based on our average gross assets including assets purchased with borrowed amounts, if any,\nwhich may give our Adviser an incentive to use leverage to make additional investments. The amount of leverage that we employ will depend\non our Adviser’s and our Board’s assessment of market and other factors at the time of any proposed borrowing. We cannot assure\nyou that we will be able to obtain credit at all or on terms acceptable to us, which could affect our return on capital.

In addition to having fixed-dollar claims on our\nassets that are superior to the claims of our common stockholders, obligations to lenders may be secured by a first priority security\ninterest in our portfolio of investments and cash.

Regulations governing our operation as a\nregistered closed-end management investment company affect our ability to raise additional capital and the way in which we do so. The\nraising of debt capital may expose us to risks, including the typical risks associated with leverage.

We may in the future issue debt securities or\nadditional preferred stock and/or borrow money from banks or other financial institutions, which we refer to collectively as “senior\nsecurities,” up to the maximum amount permitted by the 1940 Act. Under the provisions of the 1940 Act, we are permitted, as a registered\nclosed-end management investment company, to issue senior securities provided we meet certain asset coverage ratios (i.e., 300%\nfor senior securities representing indebtedness and 200% in the case of the issuance of preferred stock). If the value of our assets declines,\nwe may be unable to satisfy this test. If that happens, we may be required to sell a portion of our investments and, depending on the\nnature of our leverage, repay a portion of our indebtedness at a time when such sales may be disadvantageous. Also, any amounts that we\nuse to service our indebtedness would not be available for distributions to our stockholders. Furthermore, if we issue senior securities,\nwe will be exposed to typical risks associated with leverage, including an increased risk of loss. If we issue preferred stock, such stock\nwould rank “senior” to our shares of common stock, preferred stockholders would have separate voting rights on certain matters\nand have other rights, preferences and privileges more favorable than those of our stockholders, and we could be required to delay, defer\nor prevent a transaction or a change of control that might involve a premium price for holders of our common stock or otherwise be in\nyour best interest.

We are not generally able to issue and sell our\ncommon stock at a price below the then current NAV per share (exclusive of any distributing commission or discount). We may, however,\nsell our common stock at a price below the then current NAV per share if the Board determines that such sale is in our best interests\nand a majority of our stockholders approves such sale. In addition, we may generally issue additional shares of common stock at a price\nbelow NAV in rights offerings to existing stockholders, in payment of dividends and in certain other limited circumstances. If we raise\nadditional funds by issuing more common stock, then the percentage ownership of our stockholders at that time will decrease, and you\nmay experience dilution.

Risks Related to Our Securities and the Committed\nEquity Facility

It is not possible to predict the actual\nnumber of shares we will sell under the Purchase Agreement to Roth Principal Investments, or the actual gross proceeds resulting from\nthose sales. Further, we may not have access to the full amount available under the Purchase Agreement with Roth Principal Investments.

We entered into the Purchase Agreement with Roth\nPrincipal Investments, pursuant to which Roth Principal Investments has committed to purchase up to $2,000,000,000 of our common stock,\nsubject to certain limitations and conditions set forth in the Purchase Agreement. The shares of our common stock that may be issued under\nthe Purchase Agreement may be sold by us to Roth Principal Investments at our discretion from time to time over a 36-month period commencing\non the Commencement Date unless the Purchase Agreement is terminated earlier.

We generally have the right to control the timing\nand amount of any sales of our shares of common stock to Roth Principal Investments under the Purchase Agreement. Sales of our common\nstock, if any, to Roth Principal Investments under the Purchase Agreement will depend upon market conditions and other factors to be determined\nby us. We may ultimately decide to sell to Roth Principal Investments all, some or none of the shares of our common stock that may be\navailable for us to sell to Roth Principal Investments pursuant to the Purchase Agreement. Depending on market liquidity at the time,\nresales of those shares by Roth Principal Investments may cause the public trading price of our common stock to decrease.

Because the purchase price per share to be paid\nby Roth Principal Investments for the shares of common stock that we may elect to sell to Roth Principal Investments under the Purchase\nAgreement will fluctuate based on the market prices of our common stock, it is not possible for us to predict, as of the date of this\nprospectus and prior to any such sales, the number of shares of common stock that we will sell to Roth Principal Investments, the purchase\nprice per share that Roth Principal Investments will pay for shares purchased from us under the Purchase Agreement, or the aggregate gross\nproceeds that we will receive from those purchases by Roth Principal Investments under the Purchase Agreement, if any.

Any issuance and sale by us under the Purchase\nAgreement of a substantial amount of shares of common stock in addition to the 14,100,000 shares of common stock being registered for\nresale by Roth Principal Investments under this prospectus could cause downward selling pressure on our common stock.

Our inability to access a portion or the full\namount available under the Purchase Agreement, in the absence of any other financing sources, could have a material adverse effect on\nour business.

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The sale of the shares of common stock acquired\nby Roth Principal Investments, or the perception that such sales may occur, could cause the price of our common stock to fall.

The purchase price for the shares that we may\nsell to Roth Principal Investments under the Purchase Agreement will fluctuate based on the price of our common stock. Depending on market\nliquidity at the time, sales of such shares or any other sales of our common stock may cause the trading price of our common stock to\nfall.

If and when we do sell shares to Roth Principal\nInvestments, after Roth Principal Investments has acquired the shares, Roth Principal Investments may resell all, some, or none of those\nshares at any time or from time to time in its discretion. Therefore, sales to Roth Principal Investments by us could result in substantial\ndilution to the interests of other holders of our common stock. Additionally, the sale of a substantial number of shares of our common\nstock to Roth Principal Investments, or the anticipation of such sales, could make it more difficult for us to sell equity securities\nin the future at a time and at a price that we might otherwise wish to effect sales.

Investors who buy shares at different times\nwill likely pay different prices.

Pursuant to the Purchase Agreement, we will have\ndiscretion, subject to market demand, to vary the timing, prices, and numbers of shares sold to Roth Principal Investments. If and when\nwe do elect to sell shares of our common stock to Roth Principal Investments pursuant to the Purchase Agreement, after Roth Principal\nInvestments has acquired such shares, Roth Principal Investments may resell all, some or none of such shares at any time or from time\nto time in its discretion and at different prices. As a result, investors who purchase shares from Roth Principal Investments in this\noffering at different times will likely pay different prices for those shares, and have different outcomes in their investment results.\nInvestors may experience a decline in the value of the shares they purchase from Roth Principal Investments in this offering as a result\nof future sales made by us to Roth Principal Investments at prices lower than the prices such investors paid for their shares in this\noffering. In addition, if we sell a substantial number of shares to Roth Principal Investments under the Purchase Agreement, or if investors\nexpect that we will do so, the actual sales of shares or the mere existence of our arrangement with Roth Principal Investments may make\nit more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish\nto effect such sales.

\n \n \n \n

The issuance of additional securities may dilute the voting power and economic interests of holders of our common stock and may create securities with rights and preferences that are senior to those of our common stock.

The sale of shares of our common stock issued\npursuant to other offerings, including any future offerings under this prospectus, or the perception that such sales may occur, could\ncause the price of our common stock to fall. Shares of our common stock sold pursuant to other offerings will share voting power with\nour existing shares of common stock. Accordingly, such sales may result in dilution of our current stockholders' voting power with respect\nto matters on which our stockholders are entitled to vote. In addition, the issuance of debt securities or preferred stock could increase\nour leverage and create classes of securities that have rights or preferences senior to those of our common stock. This may adversely\naffect the value of our common stock, as holders of debt securities or preferred stock may be entitled to priority payments, liquidation\npreferences or other rights that are senior to the rights of holders of our common stock.

Risks Related to the Listing of Our Shares

Common stock of closed-end management investment\ncompanies has in the past frequently traded at discounts to their NAVs, and we cannot assure you that the market price of our shares will\nnot decline below our NAV per share.

Common stock of closed-end management\ninvestment companies has in the past frequently traded at discounts to their respective NAVs and our common stock may also be\ndiscounted in the market. This characteristic of closed-end management investment companies is separate and distinct from the risk\nthat our NAV per share may decline. We cannot predict whether shares of our common stock will trade above, at or below our NAV per\nshare. In addition, if our common stock trades below our NAV per share, we will generally not be able to sell additional common\nstock to the public at market price except (1) in connection with a rights offering to our existing stockholders, (2) with the\nconsent of the majority of our common stockholders, (3) upon the conversion of a convertible security in accordance with its terms\nor (4) under such circumstances as the SEC may permit.

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Our common stock has traded at a premium\nto net asset value; however, we cannot assure that this will occur after any offering.

Our common stock has traded at a premium to net\nasset value; however, we cannot assure that this will occur after any offering or that the common stock will not trade at a discount in\nthe future. Our issuance of additional common stock may have an adverse effect on prices in the secondary market for our common stock\nby increasing the number of shares of common stock available, which may create downward pressure on the market price for our common stock.\nIt is not possible to predict whether the securities offered hereby will trade at, above, or below net asset value.

Our direct listing differed significantly\nfrom listings arising from an underwritten initial public offering.

Prior to the opening of trading of our shares\nof common stock on the Exchange, there was no book-building process and no price at which underwriters initially sold shares to the public\nto help inform efficient and sufficient price discovery with respect to the opening trades on the Exchange. The direct listing of our\nshares of common stock on the Exchange differed from the listing of shares arising from an underwritten initial public offering in several\nsignificant ways, which include, but are not limited to, the following:

\n\n

●

There were no underwriters.\nUnlike in a traditional underwritten offering, our registration statement did not include the registration of additional shares that\nmay be used at the option of the underwriters in connection with overallotment activity. Moreover, we did not engage in, and have not\nand will not, directly or indirectly, engage in any special selling efforts or stabilization or price support activities in connection\nwith any sales made pursuant to this registration statement. In an underwritten initial public offering, the underwriters may engage\nin “covered” short sales in an amount of shares representing the underwriters’ option to purchase additional shares.\nTo close a covered short position, the underwriters purchase shares in the open market or exercise the underwriters’ option to\npurchase additional shares. In determining the source of shares to close the covered short position, the underwriters typically consider,\namong other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase\nshares through the underwriters’ option to purchase additional shares. Purchases in the open market to cover short positions, as\nwell as other purchases underwriters may undertake for their own accounts, may have the effect of preventing a decline in the trading\nprice of shares of common stock following the underwritten offering.

\n \n \n \n

●

There was not a fixed or determined number of shares of common stock available for sale in connection with the registration and the listing of our shares of common stock. Therefore, there can be no assurance that the selling stockholders or other existing stockholders that may seek to sell their shares pursuant to Rule 144 of the Securities Act will sell any of their shares of common stock, and there may be a lack of supply of, or demand for, shares of our common stock on the Exchange. Alternatively, the selling stockholders or existing stockholders may choose to sell a large number of shares of common stock in the near term, resulting in potential oversupply of our common stock, which could adversely impact the trading price of our common stock.

\n \n \n \n

●

We did not conduct a traditional “roadshow” with underwriters or host an “investor day” prior to the opening of trading of our common stock on the Exchange. Unlike firm commitment underwritten offerings, we did not conduct a traditional roadshow to potential investors, and unlike other direct listings of shares, we did not host an “investor day” or engage in investor education meetings that may have aided in determining the appropriate price at which our shares were initially offered on the Exchange. We instead relied on one or more designated market makers to determine the appropriate price at which our shares initially traded.

Such differences from an underwritten initial\npublic offering may contribute to a volatile trading price for our common stock and uncertain trading volume, which may adversely affect\nyour ability to sell any shares of common stock that you may purchase.

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The public price of our shares of common\nstock may have little or no relationship to the historical sales prices of our shares of common stock.

Prior to listing on the Exchange, there was no\npublic market for our shares of common stock. With the exception of shares issued to initial seed investors in connection with the formation\nof the Fund, all shares issued by the Fund were issued in a private offering pursuant to Regulation D under the Securities Act at a price\nof $10.00 per share. The private offering price did not reflect, and should not be considered an indication of, the value of our common\nstock or the price at which our common stock trades on the Exchange. Historical sale prices for our common stock, or our other securities,\nmay have little or no relation to the public price of our shares of common stock on the Exchange or to broader market demand for our shares\nof common stock. As a result, you should not place undue reliance on these historical sales prices as they may differ materially from\nthe market prices at which our shares of common stock have traded and may trade in the future on the Exchange.

Direct listings by closed-end management\ninvestment companies are infrequent, which could contribute to a volatile trading price and uncertain trading volume for our common stock.

We are organized as a non-diversified closed-end\nmanagement investment company that is registered under the 1940 Act. As discussed above, the direct listing of our shares of common stock\non the Exchange reflects a novel approach to the listing process, differs from the listing of shares arising from an underwritten initial\npublic offering in several significant ways, and subjects our investors to a number of significant risks and uncertainties. We believe\ndirect listings continue to be a relatively infrequent approach to listing securities on a national exchange, and that direct listings\nby closed end management companies are conducted even less frequently. The low frequency of direct listings for closed-end management\ncompanies indicates there may be limited opportunities for investors to compare an investment in our common stock to an investment in\nanother closed-end management company, which may limit interest in our common stock or create the perception that there is greater risk\nassociated with an investment in our common stock. This dynamic may exacerbate the risks associated with a direct listing, which could\nresult in greater volatility in the trading price for and uncertainty in the trading volume of our common stock.

Investors in our common stock may be unable\nto bring claims under Sections 11 and 12(a)(2) of the Securities Act due to the requirement to trace shares to the applicable registration\nstatement, which may limit the remedies available to investors acquiring shares in a direct listing and adversely impact the market price\nof our common stock.

In a traditional underwritten initial public offering,\ninvestors can generally trace their shares to the registration statement, enabling them to bring claims under Sections 11 and 12(a)(2)\nof the Securities Act for material misstatements or omissions. However, in a direct listing such as the one we undertook, which did not\ninvolve a firm commitment underwriting, where both registered and unregistered shares may be sold into the public market on the first\nday of trading, investors may be unable to establish that their shares were offered and sold pursuant to the registration statement. As\na result, liability under Section 11 (and potentially Section 12(a)(2)) may be unavailable to some investors, even in the event of a material\nmisstatement or omission in the registration statement.

In June 2023, the U.S. Supreme Court held that\nstockholders asserting Section 11 claims must plead and prove that their shares are traceable to the allegedly defective registration\nstatement. The U.S. Court of Appeals for the Ninth Circuit confirmed that the tracing requirement applies in the context of direct listings,\nand that tracing shares to a registration statement is particularly difficult where registered and unregistered shares begin trading at\nthe same time. While the scope of Section 12(a)(2) liability remains unresolved, courts may impose similar traceability requirements to\nthese claims, which would limit liability under that section as well.

Accordingly, if investors purchase our\ncommon stock in the open market, they may not be able to assert claims under Section 11 (and potentially Section 12(a)(2)) of the\nSecurities Act for any material misstatements or omissions in this prospectus or the registration statement of which this prospectus\nforms a part. Because our potential liability under the Securities Act may be reduced as compared to a traditional initial public\noffering, investors may face greater risk in a direct listing with respect to inaccurate or incomplete disclosures. In addition to\nreducing the potential remedies available to investors and limiting recovery in the event of a violation of the federal securities\nlaws, these dynamics may adversely impact the market price of our common stock.

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Our stock price may be volatile, and could\ndecline significantly and rapidly.

The listing of our common stock is a novel process\nthat is not an underwritten initial public offering.

If the trading price of our common stock is above\nthe level that investors determine is reasonable for our common stock, some investors may attempt to short our common stock, which would\ncreate additional downward pressure on the trading price of our common stock.

The trading price of our common stock also could\nbe subject to wide fluctuations in response to numerous factors in addition to the ones described in the preceding risk factors, many\nof which are beyond our control, including:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

●	actual or anticipated fluctuations in our financial condition, results of operations, or operating metrics and those of our competitors;

●	the number of shares of our common stock made available for trading;

●	failure of securities analysts to initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our company, or variance in our financial performance from expectations of securities analysts;

●	changes in our projected operating and financial results;

●	future sales of our common stock by us or our stockholders;

●	changes in our Board, senior management, or key personnel;

●	the trading volume of our common stock;

●	general economic and market conditions; and

●	other events or factors, including those resulting from war, incidents of terrorism, pandemics, elections, or responses to these events.

An active, liquid, and orderly market for\nour common stock may not be sustained. You may be unable to sell your shares of common stock at or above the price at which you purchased\nthem.

Prior to listing on the Exchange, there was\nno public market for our common stock. Moreover, consistent with Regulation M and other federal securities laws applicable to our\nlisting, selling stockholders have no specific plans to sell shares in the public market, and we have not discussed with potential\ninvestors their intentions to buy our common stock in the open market. While our common stock may be sold on the Exchange by selling\nstockholders (pursuant to a prospectus filed on behalf of that selling stockholder) or existing stockholders in accordance with Rule\n144 of the Securities Act, unlike an underwritten initial public offering, there can be no assurance that the selling stockholders\nor other existing stockholders will sell any of their shares of common stock, and there may be a lack of supply of, or demand for,\ncommon stock on the Exchange. Conversely, there can be no assurance that the selling stockholders and other existing stockholders\nwill not sell all of their shares of common stock, resulting in an oversupply of our common stock on the Exchange. In the case of a\nlack of supply of our common stock, the trading price of our common stock may rise to an unsustainable level. Further, institutional\ninvestors may be discouraged from purchasing our common stock if they are unable to purchase a block of our common stock in the open\nmarket in a sufficient size for their investment objectives due to a potential unwillingness of our existing stockholders to sell a\nsufficient amount of common stock at the price offered by such institutional investors and the greater influence individual\ninvestors have in setting the trading price. If institutional investors are unable to purchase our common stock in a sufficient\namount for their investment objectives, the market for our common stock may be more volatile without the influence of long-term\ninstitutional investors holding significant amounts of our common stock. In the case of a lack of demand for our common stock, the\ntrading price of our common stock could decline significantly and rapidly. Therefore, an active, liquid, and orderly trading market\nfor our common stock may not be sustained, which could significantly depress the trading price of our common stock and/or result in\nsignificant volatility, which could affect your ability to sell your shares of common stock.

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INVESTMENT RESTRICTIONS

The Fund’s stated fundamental policies,\nwhich may only be changed by the affirmative vote of a majority of the outstanding Shares of the Fund are listed below. For the purposes\nof this prospectus, “majority of the outstanding Shares of the Fund” means the vote, at an annual or special meeting of investors,\nduly 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\nor represented by proxy; or (b) of more than 50% of the outstanding Shares of the Fund, whichever is less. The Fund:

\n \n \n \n

(1)	May not borrow money, except as permitted by (i) the 1940 Act, or interpretations or modifications by the SEC, SEC staff or other authority with appropriate jurisdiction, or (ii) exemptive or other relief or permission from the SEC, SEC staff or other authority with appropriate jurisdiction;

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

(2)	May not issue senior securities, except to the extent permitted by (i) the 1940 Act, or interpretations or modifications by the SEC, the SEC staff or other authority with appropriate jurisdiction, or (ii) exemptive or other relief or permission from the SEC, SEC staff or other authority with appropriate jurisdiction;

(3)	May not engage in the business of underwriting securities issued by others, except to the extent that we may be deemed to be an underwriter in connection with the disposition of portfolio securities;

(4)	May not make loans, except to the extent permitted by (i) the 1940 Act, or interpretations or modifications by the SEC, SEC staff or other authority with appropriate jurisdiction, or (ii) exemptive or other relief or permission from the SEC, SEC staff or other authority with appropriate jurisdiction;

(5)	May not purchase or sell real estate, which term does not include securities of companies which deal in real estate or mortgages or investments secured by real estate or interests therein, except that we reserve freedom of action to hold and to sell real estate acquired as a result of our ownership of securities;

(6)	May not purchase or sell physical commodities or contracts for the purchase or sale of physical commodities. Physical commodities do not include futures contracts with respect to securities, securities indices, currency or other financial instruments;

(7)	May not invest in any security if as a result of such investment, 25% or more of the value of our total assets, taken at market value at the time of each investment, are in the securities of issuers in any particular industry or group of industries, except that we will invest more than 25% of the value of our total assets in companies operating in one or more industries within the technology group of industries. For purposes of this limitation, securities of the U.S. government (including its agencies and instrumentalities), repurchase agreements collateralized by U.S. government securities and tax-exempt securities of state or municipal governments and their political subdivisions are not considered to be issued by members of any industry

(8)	Will not mortgage, pledge, hypothecate or in any manner transfer, as security for indebtedness, any assets of the Fund except as may be necessary in connection with borrowings described in the fundamental limitation (1) above. Margin deposits, security interests, liens and collateral arrangements with respect to transactions involving options, futures contracts, short sales and other permitted investments and techniques are not deemed to be a mortgage, pledge or hypothecation of assets for purposes of this limitation.

(9)	Will not purchase securities or evidences of interest thereon on “margin.” This limitation is not applicable to short-term credit obtained by a Fund for the clearance of purchases and sales or redemption of securities, or to arrangements with respect to transactions involving options, futures contracts, short sales and other permitted investment techniques.

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The latter part of certain of our fundamental\ninvestment restrictions (i.e., the references to “except to the extent permitted by (i) the 1940 Act, or interpretations or modifications\nby the SEC, the SEC staff or other authority with appropriate jurisdiction, or (ii) exemptive or other relief or permission from the SEC,\nSEC staff or other authority with appropriate jurisdiction”) provides us with flexibility to change our limitations in connection\nwith changes in applicable law, rules, regulations or exemptive relief. The language used in these restrictions provides the necessary\nflexibility to allow our Board to respond efficiently to these kinds of developments without the delay and expense of a stockholder meeting.

Whenever an investment policy or investment restriction\nstates a maximum percentage of assets that may be invested in any security or other asset or describes a policy regarding quality standards,\nsuch percentage limitation or standard shall be determined immediately after and as a result of our acquisition of such security or asset.\nAccordingly, any later increase or decrease resulting from a change in values, assets or other circumstances or any subsequent rating\nchange made by a rating agency (or as determined by the Adviser if the security is not rated by a rating agency) will not compel us to\ndispose of such security or other asset. Notwithstanding the foregoing, we must always be in compliance with the borrowing policies set\nforth above.

Except as otherwise indicated, the Fund may change\nits investment objective and any of its policies, restrictions, strategies, and techniques without shareholder approval, including the\nFund’s 80% policy to invest in robotics and physical AI technology companies. The Fund’s investment objective and investment\nstrategies are not fundamental policies of the Fund and may be changed by the Board without the vote of a majority (as defined in the\n1940 Act) of the Fund’s outstanding Shares provided that any changes to the Fund’s investment objective or 80% policy are\ncommunicated to shareholders at least 60 days prior to such change taking place.

The following descriptions of 1940 Act may assist\ninvestors in understanding the above policies and restrictions.

Borrowing. The 1940 Act restricts\nan investment company from borrowing in excess of 33 1/3% of its total assets (including the amount borrowed, but excluding temporary\nborrowings not in excess of 5% of its total assets). Transactions that are fully collateralized in a manner that does not involve the\nprohibited issuance of a “senior security” within the meaning of Section 18(f) of the 1940 Act shall not be regarded as borrowings\nfor the purposes of the Fund’s investment restriction.

Commodities. The 1940 Act does not\ndirectly restrict an investment company’s ability to invest in commodities or contracts related to commodities, but does require\nthat every investment company have a fundamental investment policy governing such investments. The extent to which the Fund can invest\nin commodities or contracts related to commodities is set out in the investment strategies and policies described in the Prospectus.

Concentration. The SEC staff has\ndefined concentration as investing 25% or more of an investment company’s total assets in any particular industry or group of industries,\nwith certain exceptions such as with respect to investments in obligations issued or guaranteed by the U.S. Government or its agencies\nand instrumentalities. For purposes of the Fund’s concentration policy, the Fund may classify and re-classify companies in a particular\nindustry and define and re-define industries in any reasonable manner, consistent with SEC guidance. The Adviser may, but need not, consider\nindustry classifications provided by third parties.

Real Estate. The 1940 Act does not\ndirectly restrict an investment company’s ability to invest in real estate or interests in real estate, but does require that every\ninvestment company have a fundamental investment policy governing such investments. The Fund can invest in real estate or interest in\nreal estate to the extent set out in the investment strategies and policies described in the Prospectus.

Senior Securities. Senior\nsecurities may include any obligation or instrument issued by a fund evidencing indebtedness. The 1940 Act generally prohibits funds\nfrom issuing senior securities, although it does not treat certain transactions as senior securities, such as certain borrowings,\nshort sales, reverse repurchase agreements, firm commitment agreements and standby commitments, with appropriate earmarking or\nsegregation of assets to cover such obligation. Further, under the 1940 Act, the Fund is not permitted to issue preferred stock\nunless immediately after such issuance the value of the Fund’s total assets is at least 200% of the liquidation value of the\noutstanding preferred stock (i.e., the liquidation value may not exceed 50% of the Fund’s total assets). In addition, Rule\n18f-4 under the Investment Company Act permits the Fund to enter into derivatives transactions, notwithstanding the prohibitions and\nrestrictions on the issuance of senior securities under the 1940 Act, provided that the Fund complies with the conditions of Rule\n18f-4.

Underwriting. Under the 1940 Act,\nunderwriting securities involves an investment company purchasing securities directly from an issuer for the purpose of selling (distributing)\nthem or participating in any such activity either directly or indirectly.

Lending. Under the 1940 Act, an\ninvestment company may only make loans if expressly permitted by its investment policies.

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MANAGEMENT OF THE FUND

The Board of Directors

The Board has overall responsibility for monitoring\nthe Fund’s investment program and its management and operations. At least a majority of the Board is comprised of persons who are\nnot “interested persons” of the Fund or the Adviser (as such term is defined in Section 2(a)(19) of the 1940 Act, each, an\n“Independent Director” and, collectively, the “Independent Directors”). Any vacancy on the Board may be filled\nby the remaining Directors, except to the extent the 1940 Act requires the election of Directors by stockholders. Subject to the provisions\nof Maryland law, the Directors will have all powers necessary and convenient to carry out this responsibility.

Board Composition

Our Board consists of five members. The Board\nis divided into three classes, with the members of each class serving staggered, three-year terms; however, the initial members of the\nthree classes have initial terms of one, two and three years, respectively. The term of our Class I Directors will expire at the 2026\nannual meeting of stockholders; the term of any Class II Director will expire at the 2027 annual meeting of stockholders; and the terms\nof our Class III Directors will expire at the 2028 annual meeting of stockholders.

Nicolas Carter serves as a Class I Director (with\na term expiring in 2026); Marc Weinstein and Alex Yeh serve as Class II Directors (with terms expiring 2027); Andrew Kang and J. Michael\nFields serve as Class III Directors (with terms expiring in 2028).

A majority of the Board consists of Directors\nwho are not “interested persons” of the Fund, of the Adviser, or of any of their respective affiliates, as defined in Section\n2(a)(19) of the 1940 Act (“Independent Directors”).

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Consistent with these considerations, after review\nof all relevant transactions and relationships between each Director, or any of his or her family members, and the Fund, the Adviser,\nor of any of their respective affiliates, the Board has determined that J. Michael Fields, Nicolas Carter, and Alex Yeh each qualify as\nIndependent Directors. Each Director who serves on the Audit Committee is an “independent director” for purposes of Rule 10A-3\nunder the Exchange Act.

Directors and Officers

The following tables provide information regarding\neach of our Directors and Officers.

Independent Directors

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

\n \n Name, \n Address*, \n Year of \nBirth	Position(s) with \nthe Fund, Term \nand Length of \nTime Served	Principal Occupation(s) During \nPast 5 Years	Number of \nPortfolios \nin Fund \nComplex \n Overseen \nby Director	Other Directorships \n Held \nby Director \nDuring Past 5 Years
\n Nicolas Carter \n 1992	Director, term expiring 2026, since March 2026	General Partner, Castle Island Ventures (since 2018); Cofounder and Chairman, Coin Metrics (2017-2025)	1	Surus; Mountain Protocol; Mash; Hata; Project Eleven
J. Michael Fields \n1973	Director, term expires 2028, since August 2025	Independent Consultant (since 2023); Chief Operating Officer, The Strategic Group (2017-2023)	1	\n Constitutional Capital Access Fund; Redwood Private Real Estate Private\n Debt Fund; \n Aether Infrastructure & Natural Resources Fund; \n Callodine Specialty Income Fund; \n Megacorn Fund; \n Pursuit Asset-Based Income Fund; Equi Multi-Strategy Fund
\n Alex Yeh \n 1995	Director, term expires 2027, since August 2025	Founder & CEO, GMI Cloud (Since 2021); Director, Globaltec Capital (2019 - Present); Partner, Infinity Ventures Capital (2021-2025)	1	None

*The address of each Director is 151 Calle de\nSan Francisco, Suite 200, San Juan, Puerto Rico 00901, unless otherwise noted.

Interested Directors

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

\n \n

Name,
\n Address*,
\n Year of
\n Birth

Position(s) with
\nthe Fund, Term
\nand Length of
\nTime Served

Principal Occupation(s)
\nDuring Past 5 Years

Number of
\nPortfolios
\n in Fund
\nComplex
\n Overseen
\nby
\n Director

Other
\n Directorships
\n Held by
\nDirector
\n During Past 5
\n Years

Andrew Kang

1993

Director, term expires 2028, since May 2025; President, since May 2025; Chief Executive Officer since May 2026

Founding Partner, Mechanism Capital (since 2020);

Managing Member, FP Strategies LLC (since 2025)

None

Marc Weinstein

1988

Director, term expires 2027, since May 2025; Chief Operating Officer Since April 2026

Partner, Mechanism Capital (since 2020); Manager, Satya Advisory LLC (since 2021); Managing Member, FP Strategies LLC (since 2025)

None

*The address of each Director is 151 Calle de\nSan Francisco, Suite 200, San Juan, Puerto Rico 00901, unless otherwise noted.

** Andrew Kang and Marc Weinstein are interested\ndirectors because of their positions with the Adviser.

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Officers who are not Directors

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Name, \nAddress*, \nYear of \n Birth	Position(s) with the \n Fund, \nTerm and Length of Time \nServed	*Principal Occupation(s) During Past 5 Years*
\n Lance Baker \n 1971	Treasurer, Principal Financial Officer, since August 2025	Founding Partner, NexTier Solutions Inc. (since 2017)
\n Andy Chica \n 1975	Chief Compliance Officer, since August 2025	\n Principal, NexTier Solutions (since 2022); Chief Compliance Officer\n and \n Compliance Director, Cipperman Compliance Services, LLC (2019 to 2022)
Bill Hughes** 1980	Secretary, since July 2026	Vice President, Legal & Policy, FP Strategies LLC (since 2026); Senior Counsel & Director of Global Regulatory Matters, ConsenSys (software development) (2021 to 2026).

*The address of each officer is P.O. Box 847,\nMorrisville, North Carolina 27560, unless otherwise noted.

** The address for Bill Hughes is 151 Calle de\nSan Francisco, Suite 200, San Juan, Puerto Rico 00901.

Biographical Information

Brief biographies of our officers and Directors\nare set forth below. Also included below following each biography is a brief discussion of the specific experience, qualifications, attributes\nor skills that led our Board to conclude that the applicable Director should serve on our Board at this time.

Nicolas Carter serves as a Director.\nHe has served as General Partner of Castle Island Ventures, a blockchain-focused venture capital fund based in Boston, Massachusetts,\nsince June 2018. He co-founded and was Chairman of Coin Metrics, a crypto capital markets data and analytics platform, between January\n2017 and July 2025. Mr. Carter currently serves as a board member of Project Eleven (since January 2026), Surus (since February 2025),\nMountain Protocol (since August 2024), and Mash (since February 2023). He previously served as a compensated advisor to Core Scientific\nfrom June 2022 to December 2024 and was on the board of Hata between October 2024 and March 2026. Mr. Carter holds a Master of Science\nin Finance and Investment from the University of Edinburgh and a Bachelor of Arts in Philosophy and International Relations from the University\nof St Andrews (2010-2014).

J. Michael Fields serves as a Director.\nMr. Fields has more than 20 years of experience in the financial services industry, including experience serving as a consultant and executive\nofficer of financial services companies. Mr. Fields also serves on multiple registered investment company boards as an independent director.\nMr. Fields currently serves as an independent consultant. Prior to this, from 2017 to 2023, Mr. Fields was the Chief Operating Officer\nat the Strategic Group, a holding company for private real estate assets. Mr. Fields’ extensive experience in the financial services\nsector, and as a member of various investment company boards make him qualified to serve as a director of the Fund. Mr. Fields holds an\nMBA from University of Central Florida and Bachelor of Science from the University of Florida.

Alex Yeh serves as a Director.\nMr. Yeh is an entrepreneur and investor with a broad range of experience across venture capital, financial services, and cloud\ninfrastructure. He is currently the Founder and Chief Executive Officer of GMI Cloud, an AI-native cloud infrastructure provider\nserving enterprise customers in the United States and Asia. Since 2019, he has also been a Director at Globaltec Capital, where he\noversees portfolio management and asset allocation across direct investments and fund-of-fund strategies. Mr. Yeh previously served\nas a Partner at IVC, a Web3-focused venture firm, and as an Entrepreneur in Residence at HOF Capital. Earlier in his career, he\nworked in venture and investment banking roles at Mesh Ventures and Credit Suisse. Mr. Yeh holds a Bachelor of Applied Science in\nMaterials Science Engineering from The Johns Hopkins University, with a minor in Entrepreneurship and Management. Mr. Yeh’s\noperational leadership, cross-border investment experience, and deep understanding of emerging technologies qualify him to serve as\na Director of the Fund.

Andrew Kang serves as a Director,\nthe Chair of the Board, and as the President and Chief Executive Officer of the Fund. Mr. Kang is a respected investor and entrepreneur\nknown for his analytical rigor and deep expertise in digital asset markets. Mr. Kang founded Mechanism Capital in 2020. As the Founding\nPartner of Mechanism Capital, he has played a pivotal role in identifying and supporting early-stage blockchain ventures and DeFi protocols.

In recent years, Mr. Kang has expanded Mechanism’s\nmandate into frontier technologies, leading investments across AI, robotics, longevity, and advanced energy systems. He was an early investor\nin Figure AI and Apptronik, two of the world’s leading humanoid robotics companies.

Mr. Kang’s background in structured finance\nand derivatives informs his data-driven approach to financial due diligence, consistently guiding sound investment decisions that are\nat the cutting edge of technology. His commitment to transparent research and high-conviction investing continues to influence both emerging\nprojects and established institutions across the digital finance and deep tech ecosystems. He holds a degree from Emory University.

Marc Weinstein serves as a Director\nand as the Chief Operating Officer of the Fund. Mr. Weinstein is a seasoned finance professional and investor with a proven track record\nacross capital markets and early-stage ventures. He started his career in investment banking at Jefferies and Morgan Stanley, then became\nan entrepreneur with his first company, TINCO. TINCO was built to protect investors from the inflationary impact of quantitative easing.

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After TINCO, Mr. Weinstein built and sold 90sFest,\na leading business in the live entertainment industry. In 2017, after selling 90sFest, Mr. Weinstein joined the digital assets industry\nfull time as Principal at Wave Financial, one of the first registered investment advisors focused on digital assets. He led Wave’s\nventure capital business leading investments into dozens of protocols like NEAR and Securitize.

In 2020, Mr. Weinstein joined Mechanism Capital\nas a General Partner where he leads the venture investment team. For the last five years, Mr. Weinstein has also been an active angel\ninvestor in deep tech sectors-including robotics, AI, longevity, and national defense. He has led investments into nearly two hundred\nportfolio companies since his start as a venture capital investor. Mr. Weinstein graduated from Wharton with a BSc in Economics in 2010.

Lance Baker serves as Chief Financial\nOfficer of the Fund, and is the Founder, Principal, and President of NexTier Solutions. He has over 25 years of professional experience\nin financial management and corporate accounting. Mr. Baker attended UNC Kenan-Flagler Business School, with a BS in Business Administration\nand an MAC in Accounting.

Andy Chica serves as Chief Compliance\nOfficer of the Fund, and is a Principal of NexTier Solutions and is responsible for the growth and development of the outsourced Chief\nCompliance Officer solution service offering. Mr. Chica has over 20 years of experience in the financial services industry working in\ndedicated compliance roles for asset managers and registered funds. From 2019 until he joined NexTier Solutions in January 2022, Mr. Chica\nwas the Director of Compliance at a compliance consulting firm where he was responsible for serving over 15 clients with over 9 separate\nCCO engagements. Prior to serving as an outsourced CCO, Mr. Chica served as in-house Chief Compliance Officer of Hatteras Investment Partners\nfrom 2007 to 2019 where he was also a partner and member of the firm’s Executive Management Committee. Prior to his role at Hatteras,\nMr. Chica was the Compliance Director for UMB Fund Services, Inc., and Vice President of Compliance with U.S. Bank Global Fund Services.\nMr. Chica is a graduate of the University of Notre Dame with a BBA in Accounting.

The directors shall serve until the completion\nof their respective terms, and until their successors are duly elected and qualify. A Board member may resign upon written notice to the\nother members and may only be removed for cause by a vote of the investors holding not less than two-thirds of the total number of votes\neligible to be cast by all investors. Any and all vacancies on the Board may be filled only by the affirmative vote of a majority of the\nremaining directors in office, even if the remaining directors do not constitute a quorum, and any director elected to fill a vacancy\nwill serve for the remainder of the full term of the departing board member, and until a successor is elected and qualifies.

Bill Hughes serves as Secretary\nof the Fund and is the Vice President of Legal and Policy at FP Strategies LLC. He shapes the firm’s public policy engagement on\nhumanoid robotics and physical AI while leading its legal and compliance functions. He was previously Senior Counsel and Director of Global\nRegulatory Matters at MetaMask, and has served as a legal advisor to Ethereal Ventures, a director of the Blockchain Association, an Associate\nDeputy Attorney General at the Department of Justice, and a Special Assistant to the President at the White House. Before going in-house\nand his government service, he was an attorney at Sullivan & Cromwell. Mr. Hughes received a B.A. in History and Mathematics from\nVanderbilt University, and a J.D. from the University of Virginia School of Law.

Board Leadership Structure and Role in Risk\nOversight

Overall responsibility for our oversight\nrests with the Board. We have entered into the Advisory Agreement pursuant to which the Adviser will manage the Fund on a day-to-day\nbasis. The Board is responsible for overseeing the Adviser and our other service providers in accordance with the provisions of the\n1940 Act, applicable provisions of state and other laws and our charter. The Board is composed of five members, three of whom are\nIndependent Directors. The Board meets at regularly scheduled quarterly meetings each year. In addition, the Board may hold special\nin-person or telephonic meetings or informal conference calls to discuss specific matters that may arise or require action between\nregular meetings. As described below, the Board has established a Nominating and Corporate Governance Committee, a Compensation\nCommittee and an Audit Committee, and may establish ad hoc committees or working groups from time to time, to assist the Board in\nfulfilling its oversight responsibilities.

The Board has appointed Andrew Kang to serve in\nthe role of Chair of the Board. The Chair’s role is to preside at all meetings of the Board and to act as a liaison with the Adviser,\ncounsel and other Directors generally between meetings. The Chair serves as a key point person for dealings between management and the\nDirectors. The Chair also may perform such other functions as may be delegated by the Board from time to time. The Board reviews matters\nrelated to its leadership structure annually. The Board believes that its leadership structure is appropriate in light of the Fund’s\ncharacteristics and circumstances because the structure allocates areas of responsibility among the individual Directors and the committees\nin a manner that encourages effective oversight. The Board also believes that its size creates a highly efficient governance structure\nthat provides ample opportunity for direct communication and interaction between the Adviser and the Board.

We are subject to a number of risks, including\ninvestment, compliance, operational and valuation risks, among others. Risk oversight forms part of the Board’s general oversight\nof the Fund and is addressed as part of various Board and committee activities. Day-to-day risk management functions are subsumed within\nthe responsibilities of the Adviser and other service providers (depending on the nature of the risk), which carry out our investment\nmanagement and business affairs. The Adviser and other service providers employ a variety of processes, procedures and controls to identify\nvarious events or circumstances that give rise to risks, to lessen the probability of their occurrence and to mitigate the effects of\nsuch events or circumstances if they do occur. Each of the Adviser and other service providers has their own independent interest in risk\nmanagement, and their policies and methods of risk management will depend on their functions and business models. The Board recognizes\nthat it is not possible to identify all of the risks that may affect the Fund or to develop processes and controls to eliminate or mitigate\ntheir occurrence or effects. As part of its regular oversight of the Fund, the Board interacts with and reviews reports from, among others,\nthe Adviser, our Chief Compliance Officer, our independent registered public accounting firm and counsel, as appropriate, regarding risks\nfaced by the Fund and applicable risk controls. The Board may, at any time and in its discretion, change the manner in which it conducts\nrisk oversight.

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Communications with Directors

Stockholders and other interested parties may\ncontact any member (or all members) of the Board by mail. To communicate with the Board, any individual Directors or any group or committee\nof Directors, correspondence should be addressed to the Board or any such individual Directors or group or committee of Directors by either\nname or title. All such correspondence should be sent to RoboStrategy, Inc., 151 Calle de San Francisco, Suite 200, San Juan, Puerto Rico\n00901, Attention: Chair of the Audit Committee.

Board Committees

Audit Committee Governance, Responsibilities\nand Meetings

In accordance with its written charter adopted\nby the Board, the Audit Committee:

\n \n \n \n

●	assists the Board’s oversight of the integrity of our financial statements, the independent registered public accounting firm’s qualifications and independence, our compliance with legal and regulatory requirements and the performance of our independent registered public accounting firm;

\n \n \n \n

●	prepares an Audit Committee report, if required by the SEC, to be included in our annual proxy statement;

\n \n \n \n

●	oversees the scope of the annual audit of our financial statements, the quality and objectivity of our financial statements;

\n \n \n \n

●	accounting and financial reporting policies and internal controls;

\n \n \n \n

●	determines the selection, appointment, retention and termination of our independent registered public accounting firm, as well as approving the compensation thereof;

\n \n \n \n

●	pre-approves all audit and non-audit services provided to us and certain other persons by such independent registered public accounting firm; and

\n \n \n \n

●	acts as a liaison between our independent registered public accounting firm and the Board.

J. Michael Fields, Nicolas Carter, and Alex Yeh\nare members of the Audit Committee and J. Michael Fields serves as Chair.

Our Board has determined that each Audit Committee\nmember meets the current independence and experience requirements of Rule 10A-3 of the Exchange Act. Our Board has determined that J.\nMichael Fields is an audit committee financial expert as defined under SEC rules.

During the fiscal year ended August 31, 2026,\nthe Audit Committee met 3 times.

Nominating and Corporate Governance Committee\nGovernance, Responsibilities and Meetings

In accordance with its written charter adopted\nby the Board, the Nominating and Corporate Governance Committee:

\n \n \n \n

●	recommends to the Board persons to be nominated by the Board for election at the Fund’s meetings of our stockholders, special or annual, if any, or to fill any vacancy on the Board that may arise between stockholder meetings;

\n \n \n \n

●	makes recommendations with regard to the tenure of the Directors;

\n \n \n \n

●	is responsible for overseeing an annual evaluation of the Board and its committee structure to determine whether the structure is operating effectively; and

\n \n \n \n

●	advises the Board on corporate governance matters generally.

The Nominating and Corporate Governance Committee\nwill consider for nomination to the Board candidates submitted by our stockholders or from other sources it deems appropriate.

J. Michael Fields, Nicolas Carter, and Alex Yeh\nare members of the Nominating and Corporate Governance Committee and Alex Yeh serves as Chair.

During the fiscal year ended August 31, 2026,\nthe Nominating and Corporate Governance Committee meet once.

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Compensation Committee

In accordance with its written charter adopted\nby the Board, the Compensation Committee (i) reviews and approves the compensation, if any, paid by the Fund to each of the Fund’s\nexecutive officers, including reimbursement by the Fund of the allocable portion of the compensation of the Fund’s Principal Financial\nOfficer and Chief Compliance Officer, (ii) has primary responsibility for periodically reviewing and recommending for approval by the\nBoard the compensation, if any, paid to directors who are not “interested persons” of the Fund (as defined in Section 2(a)(19)\nof the 1940 Act), and (iii) oversees the Fund’s compensation policies generally and makes recommendations to the Board regarding\nany incentive compensation and equity-based plans of the Fund that are subject to Board approval.

J. Michael Fields, Nicolas Carter, and Alex Yeh\nare members of the Compensation Committee and the Chair of the committee is Nicolas Carter.

During the fiscal year ended August 31, 2026,\nthe Compensation Committee did not meet.

Director Nominations

Nomination for election as a Director may be made\nby, or at the direction of, the Nominating and Corporate Governance Committee or by stockholders in compliance with the procedures set\nforth in our bylaws. Our Nominating and Corporate Governance Committee will consider qualified Director nominees recommended by stockholders\nwhen such recommendations are submitted in accordance with our bylaws and any applicable law, rule or regulation regarding Director nominations.\nWhen submitting a nomination for consideration, a stockholder must provide certain information that would be required under applicable\nSEC rules, including the following minimum information for each Director nominee: full name, age and address; principal occupation during\nthe past five years; current directorships on publicly held companies and investment companies; number of our securities owned, if any;\nand, a written consent of the individual to stand for election if nominated by our Board and to serve if elected by our stockholders.

Stockholder proposals or director nominations\nto be presented at the annual meeting of stockholders, other than stockholder proposals submitted pursuant to the SEC’s Rule 14a-8,\nmust be submitted in accordance with the advance notice procedures and other requirements set forth in our bylaws. These requirements\nare separate from the requirements discussed above to have the stockholder nomination or other proposal included in our proxy statement\nand form of proxy/voting instruction card pursuant to the SEC’s rules.

Our bylaws require that the proposal or recommendation\nfor nomination must be delivered to, or mailed and received at, the principal executive offices of the Fund not earlier than the 150th\nday prior to the one year anniversary of the date the Fund’s proxy statement for the preceding year’s annual meeting, or\nlater than the 120th day prior to the first anniversary of the date of the proxy statement for the preceding year’s annual meeting.\nIf the date of the annual meeting has changed by more than 30 days from the first anniversary of the date of the preceding year’s\nannual meeting, stockholder proposals or director nominations must be so received not earlier than the 150th day prior to the date of\nsuch annual meeting and not later than the 120th day prior to the date of such annual meeting or the tenth day following the day on which\npublic announcement of the date of such meeting is first made.

In evaluating director nominees, the Nominating\nand Corporate Governance Committee considers, among others, the following factors:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

●	whether the individual possesses high standards of character and integrity, relevant experience, a willingness to ask hard questions and the ability to work well with others;

●	whether the individual is free of conflicts of interest that would violate applicable law or regulation or interfere with the proper performance of the responsibilities of a director;

●	whether the individual is willing and able to devote sufficient time to the affairs of the Fund and be diligent in fulfilling the responsibilities of a director and Board committee member;

●	whether the individual has the capacity and desire to represent the balanced, best interests of the stockholder as a whole and not a special interest group or constituency; and

●	whether the individual possesses the skills, experiences (such as current business experience or other such current involvement in public service, academia or scientific communities), particular areas of expertise, particular backgrounds, and other characteristics that will help ensure the effectiveness of the Board and Board committees.

The Nominating and Corporate Governance Committee’s\ngoal is to assemble a board that brings to the Fund a variety of perspectives and skills derived from high-quality business and professional\nexperience.

Other than the foregoing, there are no stated\nminimum criteria for director nominees, although the Nominating and Corporate Governance Committee may also consider other factors as\nthey may deem are in the best interests of the Fund and its stockholders. The Board also believes it appropriate for certain key members\nof our management to participate as members of the Board.

The Nominating and Corporate Governance Committee\nidentifies nominees by first evaluating the current members of the Board willing to continue in service. Current members of the Board\nwith skills and experience that are relevant to our business and who are willing to continue in service are considered for re-nomination.\nIf any member of the Board does not wish to continue in service or if the Nominating and Corporate Governance Committee decides not to\nre-nominate a member for re-election, the Nominating and Corporate Governance Committee identify the desired skills and experience of\na new nominee in light of the criteria above. The members of the Board are polled for suggestions as to individuals meeting the aforementioned\ncriteria. Research may also be performed to identify qualified individuals. To date, we have not engaged third parties to identify or\nevaluate or assist in identifying potential nominees, although we reserve the right in the future to retain a third-party search firm,\nif necessary.

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Director Compensation

The following table sets forth the compensation\nreceived by our Directors for the year ended August 31, 2026. The Fund does not maintain a pension plan or retirement plan for any of\nthe Directors.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Name	Aggregate Compensation From \nFund	Total Compensation from Fund and Fund \nComplex Paid to Directors
Interested Directors
Andrew Kang	-	-
Marc Weinstein	-	-
Independent Directors
Nicolas Carter	$30,000	$30,000
J. Michael Fields	$32,500	$32,500
Alex Yeh	$30,000	$30,000

No compensation is paid to our Directors considered\nto be “interested persons” as defined in the 1940 Act. Our Independent Directors who do not also serve in an officer capacity\nfor us or the Adviser are entitled to receive annual cash retainer fees, fees for participating in in-person Board and committee meetings\nand annual fees for serving as a committee chairperson.

The Independent Directors receive an annual fee\nof $40,000, with the Chair of the Audit Committee and Nominating Committee each receiving an additional $10,000 fee. The Independent Directors\ndo not receive additional fees for attending regular quarterly meetings, however, Independent Directors will receive an additional fee\nof $2,500 for any special meeting. They also receive reimbursements of reasonable out-of-pocket expenses incurred in connection with attending\nin person or telephonically each regular Board meeting.

Officer Compensation

Except as specified in the Advisory Agreement,\nnone of our officers who are also officers or employees of our Adviser will receive direct compensation from us. We do not currently have\nany employees and do not expect to have any employees. Services necessary for our business are provided by individuals who are employees\nor officers of our Adviser or by individuals who were contracted by us or our Adviser to work on our behalf.

Director Ownership of Common Stock

The table below sets forth the dollar range of\nthe value of our common stock that is owned beneficially by each Director as of August 31, 2026. For purposes of this table, beneficial\nownership is defined to mean a direct or indirect pecuniary interest.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

*Name of Director*	Dollar Range of Equity Securities in the \nFund⁽¹⁾⁽²⁾	Dollar Range of Equity Securities in the \nFund Complex⁽¹⁾⁽²⁾
Interested Directors
Andrew Kang	Over $100,000	Over $100,000
Marc Weinstein	Over $100,000	Over $100,000
Independent Directors
J. Michael Fields	Over $100,000	Over $100,000
Alex Yeh	None	None
Nicolas Carter	Over $100,000	Over $100,000

\n \n \n \n

(1)	Dollar ranges are as follows: None; $1 - $10,000; $10,001 - $50,000; $50,001 - $100,000; or over $100,000.

\n \n \n \n

(2)	Value based on August 31, 2026 closing price for the Fund’s shares of $26.07.

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Code of Ethics

We and the Adviser have each adopted a code of\nethics pursuant to Rule 17j-l under the 1940 Act that establishes procedures for personal investments and restricts certain personal securities\ntransactions. Personnel subject to each code may invest in securities for their personal investment accounts, including securities that\nmay be purchased or held by us, so long as such investments are made in accordance with the code’s requirements. Our code of ethics\nis available, free of charge, on our website at https://www.robostrategy.co/. The code of ethics is attached as an exhibit hereto and\nis available on the EDGAR Database on the SEC’s website at http://www.sec.gov.

The Investment Adviser

The Adviser was formed on June 16, 2025 as a limited\nliability company under the laws of Puerto Rico and is a registered investment adviser. The principal address of the Adviser is 151 Calle\nde San Francisco, Suite 200, San Juan, Puerto Rico 00901, and its phone number is (787) 722-6881. The Adviser is owned and controlled\nby its voting members, Andrew Kang and Marc Weinstein.

The Adviser serves as investment adviser to the\nFund pursuant to the Advisory Agreement. Under the Advisory Agreement, the Adviser will provide investment advice to, and manage the day-to-day\nbusiness and affairs of the Fund, in each case under the ultimate supervision of, and subject to any policies established by the Board.

Pursuant to the Advisory Agreement, the Adviser\nwill be responsible, subject to the supervision of the Board, for formulating a continuing investment program for the Fund. The Advisory\nAgreement has an initial two-year term and thereafter will continue in effect from year to year if its continuance is approved annually\nby the Board. The Advisory Agreement is terminable without penalty on 60 days’ prior written notice by the Board or by the Adviser.

In consideration of the management and administrative\nservices provided by the Adviser to the Fund, the Fund pays on a monthly basis, out of its assets, the Management Fee at the annual rate\nof 2.5% of the Fund’s average value of the Fund’s gross assets (including assets purchased with borrowed amounts) at the end\nof the two most recently completed calendar months.

The Advisory Agreement provides that, in the absence\nof willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations to the Fund, the Adviser and any director,\nofficer, member or employee thereof, or any of their affiliates, executors, heirs, assigns, successors or other legal representatives,\nwill not be liable to the Fund, for any error of judgment, for any mistake of law or for any act or omission by such person in connection\nwith the performance of services under the Advisory Agreement. The Advisory Agreement also provides for indemnification, to the fullest\nextent permitted by law, by the Fund of the Adviser, or any director, member, officer or employee thereof, and any of their affiliates,\nexecutors, heirs, assigns, successors or other legal representatives, against any liability or expense to which such person may be liable\nwhich arises in connection with the performance of services to the Fund, as the case may be, provided that the liability or expense is\nnot incurred by reason of the person’s willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations\nto the Fund.

A discussion regarding the Board’s basis\nfor approving the Advisory Agreement is included in the Fund’s first semi-annual report to shareholders for the fiscal period ended\nFebruary 28, 2026.

During the fiscal year ended August 31, 2026,\nthe Adviser earned $4,226,372 in advisory fees.

FUND EXPENSES

The Adviser bears all of its own costs incurred\nin providing investment advisory services to the Fund. As described below, however, the Fund bears all other expenses incurred in the\nbusiness and operation of the Fund, including:

\n \n \n \n

(i)	any non-investment related interest expense;

\n \n \n \n

(ii)	calculating the Fund’s net asset value and expenses incurred by the Adviser or any sub-adviser in conjunction with the valuation services (including the cost and expenses of any third-party valuation firms) requested by the Adviser or the Fund;

\n \n \n \n

(iii)

all expenses related to its investment program, including, but not limited to, expenses borne indirectly through the Fund’s investments in subsidiaries or SPVs, all costs and expenses directly related to portfolio transactions and positions for the Fund’s account, such as direct and indirect expenses associated with the Fund’s investments, including its investments in subsidiaries or SPVs (whether or not consummated), and enforcing the Fund’s rights in respect of such investments, transfer taxes and premiums, taxes withheld on non-U.S. dividends, fees for data and software providers, research expenses, professional fees (including, without limitation, the fees and expenses of consultants, attorneys and experts) and, if applicable, brokerage commissions, interest and commitment fees on loans and debit balances, borrowing charges on securities sold short, dividends on securities sold but not yet purchased and margin fees;

\n \n \n \n

(iv)	the organization of the Fund, including the organization of any feeder fund;

\n \n \n \n

(v)

direct and indirect expenses incurred by the Adviser or members of its investment teams or payable to third parties in evaluating, developing, negotiating, structuring and performing due diligence on prospective portfolio companies, including such expenses related to potential investments that were not consummated, and, if necessary, enforcing the Fund’s rights, including (a) travel, entertainment, lodging and meal expenses, (b) origination fees, syndication fees, research costs, due diligence costs, and bank service fees and (c) fees and expenses related to the organization or maintenance of any intermediate entity used to acquire, hold or dispose of any portfolio company or otherwise facilitating the Fund’s investment activities;

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\n \n \n \n

(vi)

fees and expenses incurred by the Adviser (and its affiliates) payable to third parties, including agents, consultants or other advisers, in monitoring financial and legal affairs for the Fund and in conducting research and due diligence on prospective investments and equity sponsors, analyzing investment opportunities, structuring the Fund’s investments and monitoring investments and portfolio companies on an ongoing basis;

\n \n \n \n

(vii)

any and all fees, costs and expenses incurred in connection with the Fund’s incurrence of leverage or other indebtedness, including, but not limited to, borrowings, dollar rolls, reverse purchase agreements, credit facilities, securitizations, margin financing and derivatives and swaps, and including any principal or interest on the Fund’s borrowings and indebtedness (including, without limitation, any fees, costs, and expenses incurred in obtaining lines of credit, loan commitments, and letters of credit for the Fund’s account and in making, carrying, funding and/or otherwise resolving investment guarantees);

\n \n \n \n

(viii)

offerings, sales, and repurchases of the shares and other securities;

\n \n \n \n

(ix)	fees and expenses payable under any underwriting, dealer manager or placement agent agreements, if any;

\n \n \n \n

(x)	all costs of registration and listing of the Fund’s shares on any securities exchange;

\n \n \n \n

(xi)	fees and expenses payable under the Advisory Agreement;

\n \n \n \n

(xii)

administration fees and expenses, if any, payable under an administration agreement;

\n \n \n \n

(xiii)

the Fund’s allocable portion of the compensation of the Fund’s chief financial officer, treasurer, chief compliance officer, and their respective staffs;

\n \n \n \n

(xiv)

costs incurred in connection with investor relations and Board relations;

\n \n \n \n

(xv)	any applicable administrative agent fees or loan arranging fees incurred with respect to the Fund’s portfolio investments by the Adviser, the Fund’s administrator, or any of their affiliates;

\n \n \n \n

(xvi)

any and all fees, costs and expenses incurred in implementing or maintaining third-party or proprietary software tools, programs or other technology for the Fund’s benefit (including, without limitation, any and all fees, costs and expenses of any investment, books and records, portfolio compliance and reporting systems, general ledger or portfolio accounting systems and similar systems and services, including without limitation, consultant, software licensing, data management and recovery service fees and expenses);

\n \n \n \n

(xvii)

transfer agent, dividend agent and custodial fees and expenses;

\n \n \n \n

(xviii)

federal and state registration fees, including notice filing fees;

\n \n \n \n

(xix)

U.S. federal, state and local taxes;

\n \n \n \n

(xx)	fees and expenses of Independent Directors including reasonable travel, entertainment, lodging and meal expenses, and any legal counsel or other advisers retained by, or at the discretion or for the benefit of, the Independent Directors;

\n \n \n \n

(xxi)

costs of preparing and filing reports or other documents required by the SEC, Financial Industry Regulatory Authority, Inc., U.S. Commodity Futures Trading Commission, or other regulators and all fees, costs and expenses related to compliance-related matters (such as developing and implementing specific policies and procedures in order to comply with certain regulatory requirements) and regulatory filings related to the Fund’s activities and/or other regulatory filings, notices or disclosures of the Adviser, any sub-adviser and their respective affiliates relating to the Fund and its activities;

\n \n \n \n

(xxii)

costs of any reports, proxy statements, or other notices to shareholders, including printing costs;

\n \n \n \n

(xxiii)

fidelity bond, directors and officers/errors and omissions liability insurance and any other insurance premiums;

\n \n \n \n

(xxiv)

direct costs and expenses of administration, including printing, mailing, long distance telephone, copying, secretarial and other staff, independent auditors, tax preparers and outside legal costs;

\n \n \n \n

(xxv)

proxy voting expenses;

\n \n \n \n

(xxvi)

all expenses relating to payments of dividends or interest or distributions in cash or any other form made or caused to be made by the Board to or on account of holders of the securities of the Fund, including in connection with the distribution reinvestment plan or the share repurchase program;

\n \n \n \n

(xxvii)

costs incurred in connection with the formation or maintenance of entities or vehicles to hold the Fund’s assets for tax or other purposes;

\n \n \n \n

(xxviii)

to the extent permitted by the 1940 Act or any exemptive relief obtained thereunder, allocable fees and expenses associated with marketing efforts on behalf of the Fund; and

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\n \n \n \n

(xxix)

any extraordinary expenses, or those expenses incurred by the Fund outside of the ordinary course of its business, including, without limitation, costs incurred in connection with any claim, litigation, arbitration, mediation, government investigation or similar proceeding, indemnification expenses and expenses in connection with holding and/or soliciting proxies for a meeting of the Fund’s shareholders, including indemnification expenses as provided for in the Fund’s organizational documents.

Except as set forth above, during the term of\nthe Advisory Agreement, the Adviser shall bear all compensation expenses (including health insurance, pension benefits, payroll taxes\nand other compensation-related matters) of its employees and shall bear the costs of any salaries of any officers or Directors of the\nFund who are affiliated persons (as defined in the 1940 Act) of the Adviser.

The Fund reimburses the Adviser for any of the\nabove expenses that the Adviser pays on behalf of the Fund.

PORTFOLIO MANAGEMENT

The portfolio managers who are primarily responsible\nfor the day-to-day management of our portfolio are as follows:

Andrew Kang has served as a portfolio\nmanager of the Fund since its inception. Mr. Kang is a respected investor and entrepreneur known for his analytical rigor and deep expertise\nin digital asset markets. Mr. Kang founded Mechanism Capital in 2020. As the Founding Partner of Mechanism Capital, he has played a pivotal\nrole in identifying and supporting early-stage blockchain ventures and DeFi protocols.

Marc Weinstein has served as a portfolio\nmanager of the Fund since its inception. Mr. Weinstein is a seasoned finance professional and investor with a proven track record across\ncapital markets and early-stage ventures. He started his career in investment banking at Jefferies and Morgan Stanley, then became an\nentrepreneur with his first company, TINCO. TINCO was built to protect investors from the inflationary impact of quantitative easing.

After TINCO, Mr. Weinstein built and sold 90sFest,\na leading business in the live entertainment industry. In 2017, after selling 90sFest, Mr. Weinstein joined the cryptocurrency industry\nfull time as Principal at Wave Financial, one of the first registered investment advisors focused on digital assets. He led Wave’s\nventure capital business leading investments into dozens of protocols like NEAR and Securitize.

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Other Accounts Managed by the Portfolio\nManagers

The following table sets forth information about\nfunds and accounts other than the Fund for which the portfolio managers are primarily responsible for the day-to-day portfolio management\nas of August 31, 2026:

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

\n \n	Number \n of \nAccounts	Total Assets \n in \nAccounts \n($ million)	Number of \nAccounts Subject \n to \na Performance- \nBased Advisory \n Fee	Total Assets in \nAccounts Subject \n to \na Performance- \nBased Advisory \n Fee \n($ million)
*Andrew Kang*
Registered Investment Companies	-	$ -	-	$ -
Other Pooled Investment Vehicles	10	$ 133.0	7	$ 90.6
Other Accounts	-	$ -	-	$ -
*Marc Weinstein*
Registered Investment Companies	-	$ -	-	$ -
Other Pooled Investment Vehicles	-	$ -	-	$ -
Other Accounts	-	$ -	-	$ -

Portfolio Manager Compensation Overview

The discussion below describes the portfolio managers’\ncompensation:

The portfolio managers currently receive no compensation\nbeyond their ownership in the Adviser and the Fund.

Securities Ownership of Portfolio Managers

The table below shows the dollar range of shares\nof our common stock be beneficially owned by the portfolio managers as of August 31, 2026 stated as one of the following dollar ranges:\nNone; $1-$10,000; $10,001-$50,000; $50,001-$100,000; $100,001-$500,000; $500,001-$1,000,000; or over $1,000,000.

\n \n \n \n \n \n \n \n \n \n

Name	*Dollar Range of Equity Securities in the Fund⁽¹⁾⁽²⁾*
Andrew Kang	Over $1,000,000
Marc Weinstein	Over $1,000,000

\n \n \n \n

1.	Beneficial ownership determined in accordance with Rule 16a-1(a)(2) promulgated under the Exchange Act.

\n \n \n \n

2.	Value based on August 31, 2026 closing price for the Fund’s shares of $26.07.

Portfolio Manager Conflicts of Interest

The Fund’s portfolio managers have several\nconflicts of interest as a result of the other activities in which they engage. The Adviser is affiliated with other entities engaged\nin the financial services business. These other relationships may cause the Adviser’s and certain of its affiliates’ interests,\nand the interests of their officers and employees, including the portfolio managers, to diverge from our interests and may result in conflicts\nof interest that may not be foreseen or resolved in a manner that is always or exclusively in our best interest. The Adviser and its affiliates\nhave entered into, and may in the future enter into, additional business arrangements with certain of our stockholders. More information\nregarding conflicts of interest is included in the section below entitled “Conflicts of Interest.”

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CONFLICTS OF INTEREST

The Adviser or its affiliates provide or may provide\ninvestment advisory and other services to various entities. The Adviser, and certain of its investment professionals and other principals,\nmay also carry on substantial investment activities for their own accounts, for the accounts of family members and for other accounts\n(collectively, with the other accounts advised by the Adviser and its affiliates, “Other Accounts”). The Fund has no interest\nin these activities. The Adviser and its affiliates may receive payments from private equity sponsors or others in connection with such\nactivities. As a result of the foregoing, the Adviser and the investment professionals who, on behalf of the Adviser, manage the Fund’s\ninvestment portfolio will be engaged in substantial activities other than on behalf of the Fund, may have differing economic interests\nin respect of such activities, and may have conflicts of interest in allocating their time and activity between the Fund and Other Accounts.\nSuch persons will devote only so much of their time as in their judgment is necessary and appropriate.

There also may be circumstances under which the\nAdviser will cause one or more Other Accounts to commit a larger percentage of its assets to an investment opportunity than to which the\nAdviser will commit the Fund’s assets. There also may be circumstances under which the Adviser will consider participation by Other\nAccounts in investment opportunities in which the Adviser does not intend to invest on behalf of the Fund, or vice versa.

The Adviser also intends to compensate, from its\nown profits from managing the Fund or other resources, brokers, dealers or other financial intermediaries in connection with the distribution\nof shares and also in connection with various other services including those related to the support and conduct of due diligence, investor\naccount maintenance, the provision of information and support services to clients and the inclusion on preferred provider lists. Such\ncompensation may take various forms, including a fixed fee, a fee determined by a formula that takes into account the amount of client\nassets invested in the Fund, the timing of investment or the overall NAV of the Fund, the success or overall net revenues of the Fund,\nor a fee determined in some other method by negotiation between the Adviser and such financial intermediaries. Each financial intermediary\nalso may charge investors, at the financial intermediary’s discretion, a placement fee based on the purchase price of shares purchased\nby the investor. All or a portion of such compensation may be paid by a financial intermediary to the financial advisory personnel involved\nin the sale of shares. As a result of the various payments that broker-dealer, investment advisor or financial intermediaries may receive\nfrom investors and the Adviser, the amount of compensation that any financial intermediary may receive in connection with the sale of\nshares in the Fund may be greater than the compensation it may receive for the distribution of other investment products. This difference\nin compensation may create an incentive for financial intermediaries to recommend the Fund over another investment product.

Financial intermediaries may be subject to certain\nconflicts of interest with respect to the Fund. For example, the Fund, the Adviser, portfolio companies or investment vehicles managed\nor sponsored by the Adviser may (i) purchase securities or other assets directly or indirectly from, (ii) enter into financial or other\ntransactions with or (iii) otherwise convey benefits through commercial activities to a financial intermediary. As such, certain conflicts\nof interest may exist between such persons and a financial intermediary. Such transactions may occur in the future and generally there\nis no limit to the amount of such transactions that may occur.

Financial intermediaries may perform investment\nadvisory and other services for other investment entities with investment objectives and policies similar to those of the Fund. Such entities\nmay compete with the Fund for investment opportunities and may invest directly in such investment opportunities. Financial intermediaries\nthat invest in portfolio companies may do so on terms that are more favorable than those of the Fund.

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A financial intermediary may provide financing,\ninvestment banking services or other services to third parties and receive fees therefor in connection with transactions in which such\nthird parties have interests, which may conflict with those of the Fund. A financial intermediary may give advice or provide financing\nto such third parties that may cause them to take actions adverse to the Fund. A financial intermediary may directly or indirectly provide\nservices to, or serve in other roles for compensation for, the Fund. These services and roles may include (either currently or in the\nfuture) managing trustee, managing member, general partner, investment manager or advisor, investment sub-advisor, placement agent, broker,\ndealer, selling agent and investor servicer, custodian, transfer agent, fund administrator, prime broker, recordkeeper, shareholder servicer,\ninterfund lending servicer, Fund accountant, transaction (e.g., a swap) counterparty and/or lender. A financial intermediary may provide\ncertain such services to the Fund in connection with the Fund obtaining a credit facility, if any.

In addition, issuers of securities held by the\nFund may have publicly or privately traded securities in which a financial intermediary is an investor or makes a market. The trading\nactivities of financial intermediaries generally will be carried out without reference to positions held by the Fund and may have an effect\non the value of the positions so held or may result in a financial intermediary having an interest in the issuer adverse to the Fund.\nNo financial intermediary is prohibited from purchasing or selling the securities of, otherwise investing in or financing issuers in which\nthe Fund has an interest.

A financial intermediary may sponsor, organize,\npromote or otherwise become involved with other opportunities to invest directly or indirectly in the Fund. Such opportunities may be\nsubject to different terms than those applicable to an investment in the Fund, including with respect to fees and the right to receive\ninformation.

Set out below in “Participation in Investment\nOpportunities” and “Other Matters” are practices that the Adviser may follow.

Participation in Investment Opportunities

Directors, principals, officers, employees and\naffiliates of the Adviser may buy and sell securities or other investments for their own accounts and may have actual or potential conflicts\nof interest with respect to investments made on behalf of the Fund. As a result of differing trading and investment strategies or constraints,\npositions may be taken by directors, principals, officers, employees and affiliates of the Adviser, or by the Adviser for the Other Accounts,\nor any of their respective affiliates on behalf of their own other accounts that are the same as, different from or made at a different\ntime than positions taken for the Fund.

Other Matters

The Adviser and its affiliates will not purchase\nsecurities or other property from, or sell securities or other property to, the Fund, except that the Fund may, in accordance with rules\nunder the 1940 Act, engage in transactions with accounts that are affiliated with the Fund as a result of common officers, directors,\nAdvisers, members or managing general partners. These transactions would be effected in circumstances in which the Adviser determined\nthat it would be appropriate for the Fund to purchase and another client to sell, or the Fund to sell and another client to purchase,\nthe same security or instrument on the same day.

Future investment activities of the Adviser and\nits affiliates and their principals, partners, members, directors, officers or employees may give rise to conflicts of interest other\nthan those described above.

DESCRIPTION OF OUR CAPITAL STOCK

The following description is based on relevant\nportions of the Maryland General Corporation Law (the “MGCL”) and on the Fund’s charter (the “Charter”)\nand bylaws (the “Bylaws”). This summary may not contain all of the information that is important to a shareholder.\nPlease refer to the Charter and Bylaws for a more detailed description of the provisions summarized below.

General

Under the terms of the Charter, the Fund’s\nauthorized capital stock consists of 500,000,000 shares of common stock, par value $0.001 per share, and no shares of preferred stock.\nThere are no outstanding options or warrants to purchase the Fund’s stock. Under Maryland law, the Fund’s shareholders generally\nare not personally liable for the Fund’s debts or obligations. Under the Fund’s Charter, the Board is authorized to classify\nand reclassify any unissued shares of stock into other classes or series of stock and authorize the issuance of the shares of stock without\nobtaining shareholder approval. As permitted by the MGCL, the Fund’s Charter provides that the Board, without any action by our\nshareholders, may amend the Charter from time to time to increase or decrease the aggregate number of shares of stock or the number of\nshares of stock of any class or series that we have authority to issue.

The following presents our outstanding classes\nof securities as of September 29, 2026:

\n \n \n \n \n \n \n \n \n \n \n

Title of Class	Amount Authorized	Amount Held by Us or for \nOur Account	Amount Outstanding \nExclusive of Amount Held \nby Us or for Our Account
Common Stock	500,000,000	0	24,486,741

Common Stock

All Shares of the Fund’s common stock will\nhave equal rights as to earnings, assets, voting, and distributions and other distributions and, when they are issued, will be duly authorized,\nvalidly issued, fully paid and nonassessable. Distributions may be paid to the holders of the Fund’s common stock if, as and when\nauthorized by the Board and declared by the Fund out of funds legally available therefor. Shares of the Fund’s common stock have\nno preemptive, exchange, conversion or redemption rights and are freely transferable, except where their transfer is restricted by federal\nand state securities laws or by contract. In the event of the Fund’s liquidation, dissolution or winding up, each Share of the Fund’s\ncommon stock would be entitled to share ratably in all of the Fund’s assets that are legally available for distribution after the\nFund pays all debts and other liabilities and subject to any preferential rights of holders of the Fund’s preferred stock, if any\npreferred stock is outstanding at such time. Each Share of the Fund’s common stock is entitled to one vote on all matters submitted\nto a vote of shareholders, including the election of directors. Except as provided with respect to any other class or series of stock,\nthe holders of the Fund’s common stock possess exclusive voting power.

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Preferred Stock

The Charter authorizes the Board to classify and\nreclassify any unissued shares of stock into other classes or series of stock, including preferred stock. The cost of any such reclassification\nwould be borne by the Fund’s existing common stockholders. Prior to issuance of shares of each class or series, the Board is required\nby Maryland law and by the Charter to set the terms, preferences, conversion or other rights, voting powers, restrictions, limitations\nas to dividends or other distributions, qualifications and terms or conditions of redemption for each class or series. Thus, the Board\ncould authorize the issuance of shares of preferred stock with terms and conditions which could have the effect of delaying, deferring\nor preventing a transaction or a change in control that might involve a premium price for holders of the Fund’s common stock or\notherwise be in their best interest. The Fund believes that the availability for issuance of preferred stock will provide it with increased\nflexibility in structuring future financings and acquisitions. See “Description of our Preferred Stock.”

Limitation on Liability of Directors and Officers;\nIndemnification and Advance of Expenses

Maryland law permits a Maryland corporation to\ninclude in its charter a provision limiting the liability of its directors and officers to the corporation and its shareholders for money\ndamages except for liability resulting from (a) actual receipt of an improper benefit or profit in money, property or services or (b)\nactive and deliberate dishonesty established by a final judgment as being material to the cause of action. The Fund’s Charter contains\nsuch a provision which eliminates directors’ and officers’ liability to the maximum extent permitted by Maryland law.

The Fund’s Charter authorizes it, to the\nmaximum extent permitted by Maryland law, to indemnify any present or former director or officer or any individual who, while serving\nas its director or officer and at the Fund’s request, serves or has served another corporation, real estate investment trust, partnership,\njoint venture, trust, employee benefit plan or other enterprise as a director, officer, partner or trustee, from and against any claim\nor liability to which that person may become subject or which that person may incur by reason of his or her service in any such capacity\nand to pay or reimburse their reasonable expenses in advance of final disposition of a proceeding. The Fund’s Bylaws obligate it,\nto the maximum extent permitted by Maryland law, to indemnify any present or former director or officer or any individual who, while serving\nas the Fund’s director or officer and at its request, serves or has served another corporation, real estate investment trust, partnership,\njoint venture, trust, employee benefit plan or other enterprise as a director, officer, partner or trustee and who is made, or threatened\nto be made, a party to the proceeding by reason of his or her service in that capacity from and against any claim or liability to which\nthat person may become subject or which that person may incur by reason of his or her service in any such capacity and to pay or reimburse\nhis or her reasonable expenses in advance of final disposition of a proceeding. The Fund’s Bylaws also provide that, to the maximum\nextent permitted by Maryland law, with the approval of the Board and provided that certain conditions described in the Bylaws are met,\nit may pay certain expenses incurred by any such indemnified person in advance of the final disposition of a proceeding upon receipt of\nan undertaking by or on behalf of such indemnified person to repay amounts the Fund has so paid if it is ultimately determined that indemnification\nof such expenses is not authorized under the Bylaws.

Maryland law requires a corporation (unless\nits charter provides otherwise, which the Fund’s Charter does not) to indemnify a director or officer who has been successful,\non the merits or otherwise, in the defense of any proceeding to which he or she is made, or threatened to be made, a party by reason\nof his or her service in that capacity. Maryland law permits a corporation to indemnify its present and former directors and\nofficers, among others, against judgments, penalties, fines, settlements and reasonable expenses actually incurred by them in\nconnection with any proceeding to which they may be made, or threatened to be made, a party by reason of their service in those or\nother capacities unless it is established that (a) the act or omission of the director or officer was material to the matter giving\nrise to the proceeding and (1) was committed in bad faith or (2) was the result of active and deliberate dishonesty, (b) the\ndirector or officer actually received an improper personal benefit in money, property or services or (c) in the case of any criminal\nproceeding, the director or officer had reasonable cause to believe that the act or omission was unlawful. However, under Maryland\nlaw, a Maryland corporation may not indemnify for an adverse judgment in a suit by or in the right of the corporation or for a\njudgment of liability on the basis that a personal benefit was improperly received unless, in either, case a court orders\nindemnification, and then only for expenses. In addition, Maryland law permits a corporation to advance reasonable expenses to a\ndirector or officer in advance of final disposition of a proceeding upon the corporation’s receipt of (a) a written\naffirmation by the director or officer of his or her good-faith belief that he or she has met the standard of conduct necessary for\nindemnification by the corporation and (b) a written undertaking by him or her or on his or her behalf to repay the amount paid or\nreimbursed by the corporation if it is ultimately determined that the standard of conduct was not met.

The Fund’s insurance policy does not currently\nprovide coverage for claims, liabilities and expenses that may arise out of activities that its present or former directors or officers\nhave performed for another entity at the Fund’s request. There is no assurance that such entities will in fact carry such insurance.\nHowever, the Fund does not expect to request its present or former directors or officers to serve other entities as directors, officers,\npartners or trustees unless the Fund can obtain insurance providing coverage for such persons for any claims, liabilities or expenses\nthat may arise out of their activities while serving in such capacities.

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Certain Provisions of the MGCL and Our Charter\nand Bylaws; Anti-Takeover Measures

The MGCL and the Fund’s Charter and Bylaws\ncontain provisions that could make it more difficult for a potential acquirer to acquire the Fund by means of a tender offer, proxy contest\nor otherwise. These provisions are expected to discourage certain coercive takeover practices and inadequate takeover bids and to encourage\npersons seeking to acquire control of the Fund to negotiate first with the Board. These measures may delay, defer or prevent a transaction\nor a change in control that might otherwise be in the best interests of the Fund’s shareholders. These provisions could have the\neffect of depriving shareholders of an opportunity to sell their Shares at a premium over prevailing market prices by discouraging a third\nparty from seeking to obtain control over the Fund. Such attempts could have the effect of increasing the Fund’s expenses and disrupting\nits normal operations. The Fund believes that the benefits of these provisions outweigh the potential disadvantages of discouraging any\nsuch acquisition proposals because, among other things, the negotiation of such proposals may improve their terms. The Board has considered\nthese provisions and has determined that the provisions are in the best interests of the Fund and its shareholders generally.

Classified Board of Directors

The Board intends to structure itself to be divided\ninto three classes of directors serving staggered three-year terms. Directors of each class are elected to serve for three-year terms\nand until their successors are duly elected and qualify, and each year, one class of directors is elected by the shareholders. A classified\nboard may render a change in control of the Fund or removal of its incumbent management more difficult. The Fund believes, however, that\nthe longer time required to elect a majority of a classified Board will help to ensure the continuity and stability of its management\nand policies.

Election of Directors

The Bylaws provide that, subject to the special\nrights of the holders of any class or series of preferred stock to elect directors, each director is elected by a plurality of the votes\ncast with respect to such director’s election. There is no cumulative voting in the election of directors. Pursuant to the Fund’s\nCharter, the Board may amend the Bylaws to alter the vote required to elect directors.

Number of Directors; Vacancies; Removal

The Fund’s Charter provides that the number\nof directors will be set by the Board in accordance with the Bylaws. The Bylaws provide that a majority of the entire Board may at any\ntime increase or decrease the number of directors, provided however, that the number of directors may never be less than the minimum number\nrequired by the MGCL nor more than nine. The Bylaws provide that, except as may be provided by the Board in setting the terms of any class\nor series of preferred stock, any and all vacancies on the Board may be filled only by the affirmative vote of a majority of the remaining\ndirectors in office, even if the remaining directors do not constitute a quorum, and any director elected to fill a vacancy will serve\nfor the remainder of the full term of the class in which the vacancy occurred and until a successor is elected and qualifies.

Our Charter provides that a Director may be removed\nonly for cause, as defined in our Charter, and then only by the affirmative vote of at least two-thirds of the votes entitled to be cast\nin the election of Directors.

Action by Shareholders

Under the MGCL, shareholder action can be taken\nonly at an annual or special meeting of shareholders or by unanimous written consent in lieu of a meeting (unless the charter provides\nfor shareholder action by less than unanimous written consent). These provisions, combined with the requirements of the Bylaws regarding\nthe calling of a shareholder-requested special meeting of shareholders discussed below, may have the effect of delaying consideration\nof a shareholder proposal indefinitely.

The presence in person or by proxy of the holders\nof one-third of the votes entitled to be cast (without regard to class) shall constitute a quorum at any meeting of stockholders, except\nwith respect to any such matter that, under applicable statutes or regulatory requirements or the Charter, requires approval by a separate\nvote of one or more classes or series of stock, in which case the presence in person or by proxy of the holders of shares entitled to\ncast a majority of the votes entitled to be cast by such classes or series on such a matter shall constitute a quorum.

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Advance Notice Provisions for Shareholder\nNominations and Shareholder Proposals

The Fund’s Bylaws provide that with respect\nto an annual meeting of shareholders, nominations of persons for election to the Board and the proposal of business to be considered by\nshareholders may be made only (1) pursuant to the Fund’s notice of the meeting, (2) by the Board or (3) by a shareholder who is\nentitled to vote at the meeting, who has complied with the advance notice procedures of the Bylaws and who is a shareholder of record\nat the time of the annual meeting and at the time of giving notice pursuant to the advance notice procedures of the Bylaws. With respect\nto special meetings of shareholders, only the business specified in the Fund’s notice of the meeting may be brought before the meeting.\nNominations of persons for election to the Board at a special meeting may be made only (1) pursuant to our notice of the meeting, (2)\nby the Board or (3) provided that the Board has determined that directors will be elected at the meeting, by a shareholder who is entitled\nto vote at the meeting, who has complied with the advance notice provisions of the Bylaws and who is a shareholder of record at the time\nof the special meeting and at the time of giving notice pursuant to the advance notice procedures of the Bylaws.

The purpose of requiring shareholders to give\nthe Fund advance notice of nominations and other business is to afford the Board a meaningful opportunity to consider the qualifications\nof the proposed nominees and the advisability of any other proposed business and, to the extent deemed necessary or desirable by the Board,\nto inform shareholders and make recommendations about such qualifications or business, as well as to provide a more orderly procedure\nfor conducting meetings of shareholders. Although the Bylaws do not give the Board any power to disapprove shareholder nominations for\nthe election of directors or proposals recommending certain action, they may have the effect of precluding a contest for the election\nof directors or the consideration of shareholder proposals if proper procedures are not followed and of discouraging or deterring a third-party\nfrom conducting a solicitation of proxies to elect its own slate of directors or to approve its own proposal without regard to whether\nconsideration of such nominees or proposals might be harmful or beneficial to the Fund and its shareholders.

Calling of Special Meetings of Shareholders

The Fund’s Bylaws provide that special meetings\nof shareholders may be called by the Board and certain of the Fund’s officers. Additionally, the Bylaws provide that, subject to\nthe satisfaction of certain procedural and informational requirements by the shareholders requesting the meeting, a special meeting of\nshareholders will be called by the secretary of the corporation upon the written request of shareholders entitled to cast not less than\na majority of all the votes entitled to be cast at such meeting.

Approval of Extraordinary Corporate Action;\nAmendment of Charter and Bylaws

Under Maryland law, a Maryland corporation generally\ncannot dissolve, amend its charter, merge, sell all or substantially all of its assets, engage in a share exchange or engage in similar\ntransactions outside the ordinary course of business, unless approved by the affirmative vote of shareholders entitled to cast at least\ntwo-thirds of the votes entitled to be cast on the matter. However, a Maryland corporation may provide in its charter for approval of\nthese matters by a lesser percentage, but not less than a majority of all of the votes entitled to be cast on the matter. The Fund’s\nCharter generally provides for approval of charter amendments and extraordinary transactions by the shareholders entitled to cast at least\na majority of the votes entitled to be cast on the matter. The Fund’s Charter also provides that certain charter amendments, any\nproposal for the Fund’s conversion, whether by charter amendment, merger or otherwise, from a closed-end company to an open-end\ncompany and any proposal for the Fund’s liquidation or dissolution requires the approval of the shareholders entitled to cast at\nleast 80% of the votes entitled to be cast on such matter. However, if such amendment or proposal is approved by a majority or more of\nthe Fund’s continuing directors (in addition to approval by the Board), such amendment or proposal may be approved by a majority\nof the votes entitled to be cast on such a matter. The “continuing directors” are defined in the Fund’s Charter as (1)\nthe Fund’s current directors, (2) those directors whose nomination for election by the shareholders or whose election by the directors\nto fill vacancies is approved by a majority of the current directors then on the Board or (3) any successor directors whose nomination\nfor election by the shareholders or whose election by the directors to fill vacancies is approved by a majority of continuing directors\nor the successor continuing directors then in office.

The Fund’s Charter and Bylaws provide that\nthe Board will have the exclusive power to adopt, alter, amend or repeal any provision of the Bylaws and to make new Bylaws.

No Appraisal Rights

Except with respect to appraisal rights arising\nin connection with the Maryland Control Share Acquisition Act discussed below, as permitted by the MGCL, the Fund’s Charter provides\nthat shareholders will not be entitled to exercise appraisal rights unless a majority of the Board determines such rights apply.

Control Share Acquisitions

The MGCL allows closed-end funds to opt into the\nMaryland’s control share statute (the “Control Share Acquisition Act”), which allows a corporation to limit the voting\nrights of shares acquired by certain large stockholders. We have not opted into, and do not expect to opt into, the Control Share Acquisition\nAct unless the Board determines (which it presently has not) that doing so is not inconsistent with the 1940 Act. However, the Board may\nadopt a resolution at any time choosing to opt into and make us subject to, the Control Share Acquisition Act. Important provisions of\nthe Control Share Acquisition Act, which would apply if the Fund opted to be subject to the act, are described below.

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The Control Share Acquisition Act provides that\ncontrol shares of a Maryland corporation acquired in a control share acquisition have no voting rights except to the extent approved by\na vote of two-thirds of the votes entitled to be cast on the matter. Shares owned by the acquiror, by officers or by directors who are\nemployees of the corporation are excluded from shares entitled to vote on the matter. Control shares are voting shares of stock which,\nif aggregated with all other shares of stock owned by the acquiror or in respect of which the acquiror is able to exercise or direct the\nexercise of voting power (except solely by virtue of a revocable proxy), would entitle the acquiror to exercise voting power in electing\ndirectors within one of the following ranges of voting power:

\n \n \n \n

●	one-tenth or more but less than one-third;

\n \n \n \n

●	one-third or more but less than a majority; or

\n \n \n \n

●	a majority or more of all voting power.

The requisite stockholder approval must be obtained\neach time an acquiror crosses one of the thresholds of voting power set forth above. Control shares do not include shares the acquiring\nperson is then entitled to vote as a result of having previously obtained stockholder approval. A control share acquisition means the\nacquisition of control shares, subject to certain exceptions.

A person who has made or proposes to make a control\nshare acquisition may compel the board of directors of the corporation to call a special meeting of stockholders to be held within 50\ndays of demand to consider the voting rights of the shares. The right to compel the calling of a special meeting is subject to the satisfaction\nof certain conditions, including an undertaking to pay the expenses of the meeting. If no request for a meeting is made, the corporation\nmay itself present the question at any stockholders meeting.

If voting rights are not approved at the meeting\nor if the acquiring person does not deliver an acquiring person statement as required by the statute, then the corporation may redeem\nfor fair value any or all of the control shares, except those for which voting rights have previously been approved. The right of the\ncorporation to redeem control shares is subject to certain conditions and limitations. Fair value is determined, without regard to the\nabsence of voting rights for the control shares, as of the date of the last control share acquisition by the acquirer or of any meeting\nof stockholders at which the voting rights of the shares are considered and not approved. If voting rights for control shares are approved\nat a stockholders meeting and the acquirer becomes entitled to vote a majority of the shares entitled to vote, all other stockholders\nmay exercise appraisal rights. The fair value of the shares as determined for purposes of appraisal rights may not be less than the highest\nprice per share paid by the acquirer in the control share acquisition.

Potentially inhibiting a closed-end investment\ncompany’s ability to utilize the Control Share Acquisition Act is Section 18(i) of the 1940 Act which provides that “every\nshare of stock . . . issued by a registered management company . . . shall be a voting stock and have equal voting rights with every other\noutstanding voting stock,” thereby preventing the Fund from issuing a class of shares with voting rights that vary within that class.\nThere are currently different views, however, on whether or not the Control Share Acquisition Act conflicts with Section 18(i) of the\n1940 Act. One view is that implementation of the Control Share Acquisition Act would conflict with the 1940 Act because it would deprive\ncertain shares of their voting rights. Another view is that implementation of the Control Share Acquisition Act would not conflict with\nthe 1940 Act because it would limit the voting rights of shareholders who choose to acquire shares of stock that put them within the specified\npercentages of ownership rather than limiting the voting rights of the shares themselves. The Control Share Acquisition Act does not apply\n(a) to shares acquired in a merger, consolidation or share exchange if the corporation is a party to the transaction or (b) to acquisitions\napproved or exempted by the charter or bylaws of the corporation.

A November 15, 2010 letter from the staff of\nthe SEC’s Division of Investment Management took the position that a closed-end fund, by opting in to the Control Share\nAcquisition Act, would be acting in a manner inconsistent with Section 18(i) of the 1940 Act. However, on May 27, 2020, the staff of\nthe SEC’s Division of Investment Management published an updated statement (the “2020 Control Share Statute\nRelief”) withdrawing the November 15, 2010 letter and replacing it with a new no-action position allowing a closed-end fund\nunder Section 18(i) to opt-in to the Control Share Acquisition Act, provided that the decision to do so was taken with reasonable\ncare in light of (1) the board’s fiduciary duties, (2) applicable federal and state law, and (3) the particular facts and\ncircumstances surrounding the action. The 2020 Control Share Statute Relief reflects only the enforcement position of the Staff and\nis not binding on the SEC or any court. Recent federal court decisions, however, have found that an opt into the Maryland Control\nShare Acquisition Act violates the 1940 Act.

Business Combinations

Under Maryland law, “business combinations”\nbetween a corporation and an interested shareholder or an affiliate of an interested shareholder are prohibited for five years after the\nmost recent date on which the interested shareholder becomes an interested shareholder. These business combinations include a merger,\nconsolidation, share exchange or, in circumstances specified in the statute, an asset transfer or issuance or reclassification of equity\nsecurities. An interested shareholder is defined as:

\n \n \n \n

●	any person who beneficially owns 10% or more of the voting power of the corporation’s outstanding voting stock; or

\n \n \n \n

●	an affiliate or associate of the corporation who, at any time within the two-year period prior to the date in question, was the beneficial owner of 10% or more of the voting power of the then-outstanding voting stock of the corporation.

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A person is not an interested shareholder under\nthis statute if the board of directors approved in advance the transaction by which the shareholder otherwise would have become an interested\nshareholder. However, in approving a transaction, the board of directors may provide that its approval is subject to compliance, at or\nafter the time of approval, with any terms and conditions determined by the board.

After the five-year prohibition, any business\ncombination between the corporation and an interested shareholder generally must be recommended by the board of directors of the corporation\nand approved by the affirmative vote of at least:

\n \n \n \n

●	80% of the votes entitled to be cast by holders of outstanding shares of voting stock of the corporation; and

\n \n \n \n

●	two-thirds of the votes entitled to be cast by holders of voting stock of the corporation other than shares held by the interested

\n \n \n \n

●	shareholder with whom or with whose affiliate the business combination is to be effected or held by an affiliate or associate of the interested shareholder.

These super-majority vote requirements do not\napply if the corporation’s common shareholders receive a minimum price, as defined under Maryland law, for their shares in the form\nof cash or other consideration in the same form as previously paid by the interested shareholder for its shares.

The statute permits various exemptions from its\nprovisions, including business combinations that are exempted by the board of directors before the time that the interested shareholder\nbecomes an interested shareholder.

Exclusive Forum

The Fund’s Charter requires that, unless\nthe Fund consents in writing to the selection of an alternative forum, the Circuit Court for Baltimore City (or, if that Court does not\nhave jurisdiction, the United States District Court for the District of Maryland, Northern Division) shall be the sole and exclusive forum\nfor (i) any derivative action or proceeding brought on behalf of the Fund; (ii) any action asserting a claim of breach of any standard\nof conduct or legal duty owed by any of the Fund’s directors, officers or other agents to the Fund or to its shareholders, (iii)\nany action asserting a claim arising pursuant to any provision of the MGCL or the Charter or the Bylaws (as either may be amended from\ntime to time), or (iv) any action asserting a claim governed by the internal affairs doctrine. This exclusive forum selection provision\nin the Fund’s Charter does not apply to claims arising under the federal securities laws, including the Securities Act and the Exchange\nAct.

There is uncertainty as to whether a court would\nenforce such a provision, and investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder.\nIn addition, this provision may increase costs for shareholders in bringing a claim against the Fund or its directors, officers or other\nagents. Any investor purchasing or otherwise acquiring the Fund’s shares is deemed to have notice of and consented to the foregoing\nprovision.

The exclusive forum selection\nprovision in the Fund’s Charter may limit its shareholders’ ability to obtain a favorable judicial forum for disputes with\nthe Fund or its directors, officers or other agents, which may discourage lawsuits against the Fund and such persons. It is also possible\nthat, notwithstanding such exclusive forum selection provision, a court could rule that such provision is inapplicable or unenforceable.

DESCRIPTION\nOF OUR PREFERRED STOCK

The Fund’s\nCharter authorizes the Board of Directors to classify and reclassify any unissued shares of stock into other classes or series of\nstock, including Preferred Stock, without the approval of common shareholders. Prior to issuance of any shares of Preferred Stock,\nthe Board of Directors is required by Maryland law and by the Fund’s Charter to set the terms, preferences, conversion and\nother rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and terms or\nconditions of redemption for such shares.

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For any series of Preferred\nStock issued by the Fund, the Board of Directors will determine and the Prospectus Supplement relating to such issuance, which will accompany\nthis Prospectus, will describe:

the designation and number of Preferred Stock of such series;

the rate and time at which, and the preferences and conditions under which, any dividends will be paid\non Preferred Stock of such series, the cumulative nature of such dividends and whether such dividends have any participating feature;

any provisions relating to convertibility or exchangeability of the Preferred Stock of such series, including\nthe conversion price or exchange ratio (or the calculation method), the conversion or exchange period (or how the period will be determined),\nif conversion or exchange will be mandatory or at the option of the holder or the Fund, provisions for adjusting the conversion price\nor the exchange ratio and provisions affecting conversion or exchange in the event of the redemption of the underlying securities;

whether or not the Preferred Stock will be listed or traded on any securities exchange;

the rights and preferences, if any, of holders of Preferred Stock of such series upon the liquidation,\ndissolution or winding up of the Fund’s affairs;

the voting powers of the holders of Preferred Stock of such series;

any provisions relating to the redemption of the Preferred Stock of such series;

any limitations on the Fund’s ability to pay dividends or make distributions on, or acquire or redeem,\nother securities while Preferred Stock of such series are outstanding;

any conditions or restrictions on the Fund’s ability to issue additional Preferred Stock of such\nseries or other securities while Preferred Stock of such series are outstanding;

if applicable, a discussion of certain U.S. Federal income tax considerations; and

any other relative power, preferences and participating, optional or special rights of Preferred Stock\nof such series, and the qualifications, limitations or restrictions thereof.

All shares of preferred\nstock that the Fund may issue will be of equal rank and identical except as to the particular terms fixed by the Board. All shares of\na series will be identical except as to the dates from which dividends or other distributions, if any, will be cumulative. Preferred Stock\nof the Fund would be senior to the common shares with respect to the payment of dividends and the distributions of the assets of the Fund\nupon liquidation.

Under the 1940 Act,\nimmediately after issuance of any preferred stock and before any dividend or other distribution on, or purchase of, common stock,\nthe Fund must have asset coverage of at least 200%, measured at the time of issuance and calculated as the ratio of total assets\n(less all liabilities and indebtedness not represented by senior securities) over the aggregate amount of outstanding senior\nsecurities representing indebtedness plus the aggregate liquidation preference of outstanding preferred stock. Holders of preferred\nstock must be entitled, voting as a class, to elect two Directors at all times and to elect a majority of the Directors if dividends\non the preferred stock are in arrears by two years or more. The preferred stock must have complete priority over any other class of\nstock as to distribution of assets and payment of dividends or other distributions, which must be cumulative. The Bylaws provide\nthat the election of Directors is subject to the special rights of holders of any class or series of preferred stock to elect\nDirectors, and that vacancies on the Board may be filled as may be provided by the Board in setting the terms of any class or series\nof preferred stock. Certain matters under the 1940 Act require the separate vote of holders of outstanding preferred stock. These\nrequirements should be read together with the discussion under “Regulation as a Closed End Fund—Senior Securities”\nregarding the 300% asset coverage requirement for senior securities representing indebtedness and the 200% asset coverage\nrequirement for preferred stock. If the Fund seeks a rating for any series, a rating agency may impose asset coverage or portfolio\ncomposition requirements more restrictive than those required by the 1940 Act.

The specific terms of\nany series of preferred stock the Fund issues will be set forth in articles supplementary and described in the applicable prospectus supplement.

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DESCRIPTION OF SUBSCRIPTION\nRIGHTS

The following is a general\ndescription of the subscription rights that the Fund may offer from time to time. The specific terms of any subscription rights offered\nby the Fund will be described in the applicable prospectus supplement. The prospectus supplement may add to, update or change the terms\nof the subscription rights described in this prospectus.

The Fund may issue subscription\nrights to purchase shares of common stock or other securities of the Fund. Subscription rights may be issued independently or together\nwith any other security and may or may not be transferable.

The Fund will not offer\ntransferable subscription rights to shareholders at a price equivalent to less than the then-current NAV per share of common stock, taking\ninto account underwriting commissions, unless the Fund first files a post-effective amendment declared effective by the SEC and the common\nstock to be purchased in connection with the rights represents no more than one-third of the Fund’s outstanding common stock at\nthe time such rights are issued. The Fund may issue subscription rights pursuant to a standby underwriting or other backstop arrangement,\nunder which one or more persons may agree to purchase shares of common stock or other securities remaining unsubscribed for after the\nsubscription rights offering.

Subscription rights may\nbe distributed to shareholders in the form of subscription certificates, together with the applicable prospectus supplement. Common shareholders\nwill indirectly bear all expenses incurred in connection with any subscription rights offering.

The applicable prospectus\nsupplement will describe the following terms of any subscription rights offered by the Fund:

the title of such subscription rights;

the exercise price or a formula for the determination of the exercise price for such subscription rights;

the number or a formula for the determination of the number of such subscription rights issued to each\nstockholder;

the extent to which such subscription rights are transferable;

if applicable, a discussion of certain U.S. federal income tax considerations applicable to the issuance\nor exercise of such subscription rights;

the date on which the right to exercise such subscription rights would commence, and the date on which\nsuch rights shall expire (subject to any extension);

the extent to which such subscription rights include an over-subscription privilege with respect to unsubscribed\nsecurities;

if applicable, the material terms of any standby underwriting or other purchase arrangement that we may\nenter into in connection with the subscription rights offering; and

any other terms of such subscription rights, including terms, procedures and limitations relating to the\nexchange and exercise of such subscription rights.

Each subscription\nright will entitle the holder thereof to purchase for cash or other consideration such amount of shares of common stock (or other\nsecurity) at such subscription price as shall in each case be set forth in, or calculable from, the applicable prospectus\nsupplement. Subscription rights may be exercised beginning on the date specified in the applicable prospectus supplement and\ncontinuing until the expiration date specified therein. After the expiration date, unexercised subscription rights will become void.\nUpon receipt of payment and a properly completed subscription certificate, the Fund will cause the shares of common stock (or other\nsecurity) purchased thereby to be issued and forwarded to the holder. If fewer than all the subscription rights represented by a\ncertificate are exercised, a new certificate will be issued for the remaining subscription rights. Holders of subscription rights\nwill have no rights as holders of the securities purchasable upon exercise of the subscription rights until they exercise those\nrights. To the extent permissible under applicable law, any unsubscribed securities may be offered to persons other than\nshareholders through agents, underwriters or dealers or a combination of such methods.

For the terms of any\nsubscription rights offered by the Fund, readers should refer to the applicable prospectus supplement.

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DESCRIPTION OF DEBT\nSECURITIES

The following is a general\ndescription of the debt securities that the Fund may offer from time to time. The specific terms of any debt securities offered by the\nFund will be described in the applicable prospectus supplement. The prospectus supplement may add to, update or change the terms of the\ndebt securities described in this prospectus.

Any debt securities that\nthe Fund issues will be issued under an indenture to be entered into between the Fund and a trustee to be identified in the applicable\nprospectus supplement. The form of indenture, and the opinion of counsel as to the legality of the debt securities issued thereunder,\nwill be filed by post-effective amendment to this registration statement, or incorporated by reference, before any debt securities are\nissued. The indenture will be subject to the Trust Indenture Act of 1939, as amended.

Any trustee under the\nindenture will have two principal roles. First, following an Event of Default, the trustee may enforce the rights of the holders of the\napplicable series, subject to the terms of the indenture. Second, the trustee will perform administrative duties for the applicable series,\nincluding maintaining records and making or facilitating payments as provided in the indenture. The trustee’s powers and duties\nwill be subject to the terms of the indenture.

Because the terms of\nany debt securities will be established in the applicable indenture and prospectus supplement, the following description is not complete.\nYou should read the applicable prospectus supplement and the indenture itself before investing in any debt securities.

The applicable prospectus\nsupplement will describe the particular terms of any series of debt securities, including:

The designation or title of the debt securities

The aggregate principal amount of the debt securities

The percentage of the principal amount at which the debt securities will be offered

The dates on which principal will be payable;

The interest rate or rates, which may be fixed or variable, and the method of determining the interest\nrate or rates;

The date or dates from which interest will accrue and the dates on which interest will be payable;

The terms for redemption, extension or early repayment;

The currency or currencies in which the debt securities will be issued and payable;

Whether payments will be determined by reference to an index, formula or other method;

The place or places of payment, transfer, conversion and/or exchange, other than or in addition to the\nCity of New York;

The denominations in which the debt securities will be issued;

Any sinking fund provisions;

Any restrictive covenants;

The Events of Default applicable to the debt securities;

Whether the debt securities will be issuable in certificated form;

Any defeasance or covenant defeasance provisions;

Any U.S. federal income tax considerations applicable to the debt securities;

Whether and when additional amounts will be paid in respect of taxes, assessments or governmental charges\nand any related redemption option;

Any provisions relating to convertibility or exchangeability;

The terms of any subordination;

Whether the debt securities will be listed on any securities exchange, including the Exchange; and

Any other terms of the debt securities.

Unless otherwise stated\nin the applicable prospectus supplement, principal, premium, if any, and interest, if any, on debt securities will be paid in immediately\navailable funds. References to payment of principal, premium, if any, or interest include payment of additional amounts, if any, required\nunder the terms of the debt securities.

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General

The indenture will permit\nthe Fund to issue offered debt securities and any underlying debt securities in one or more series. The indenture will not limit the amount\nof debt securities that may be issued under it. The debt securities issued under the indenture, including offered debt securities and\nany underlying debt securities, are referred to as “indenture securities.”

An indenture may provide\nfor more than one trustee, each with respect to one or more different series. In that event, any action described as being taken by every\ntrustee may be taken by each trustee with respect only to the series for which it is trustee, and each trustee’s rights, protections,\npowers and duties will extend only to those series. Those series will be treated as if issued under separate indentures for those purposes.

The applicable prospectus\nsupplement will describe any deletions from, modifications of or additions to the Events of Default or covenants that apply to a particular\nseries of debt securities.

Debt securities will\nusually be issued in book-entry only form and represented by one or more global securities registered in the name of a depositary or its\nnominee. See “Book-Entry Issuance” below.

Additional Debt Securities

Under the 1940 Act and\nthe indenture, senior securities representing indebtedness issued by the Fund, including debt securities, must rank in parity with each\nother as to payment of interest and distribution of assets on dissolution, liquidation or winding up of the Fund.

Additional series of\ndebt securities may be issued under the indenture from time to time, subject to the requirements of the 1940 Act and the terms of the\nindenture.

The Fund may also incur\nother evidences of indebtedness, including bank borrowings and commercial paper, that may constitute senior securities under the 1940\nAct. Any such indebtedness may be senior to the Fund’s common stock and will be subject to the applicable requirements of the 1940\nAct.

As described under “Regulation\nas a Closed End Fund—Senior Securities,” the Fund may issue one class of senior securities representing indebtedness and one\nclass of senior securities that is equity if specified asset coverage requirements are satisfied, including asset coverage of at least\n300% immediately after an issuance of senior securities representing indebtedness and at least 200% immediately after an issuance of preferred\nstock. The Fund may also issue privately arranged promissory notes or other evidences of indebtedness in consideration of a loan, extension\nor renewal, subject to the applicable 1940 Act requirements.

While any senior securities\nremain outstanding, the Fund must make provisions to prohibit distributions to shareholders or the repurchase of such securities or shares\nunless the applicable asset coverage ratios are met at the time of the distribution or repurchase. The Fund may also borrow amounts up\nto 5% of the value of its gross assets for temporary or emergency purposes without regard to asset coverage. See “Types of Investments\nand Related Risk Factors—Risks Related to Our Business and Our Structure.”

Conversion and Exchange

The applicable prospectus\nsupplement will describe any provisions for the conversion of debt securities into, or exchange of debt securities for, shares of common\nstock, preferred stock or other securities of the Fund or another entity, including the conversion or exchange price, rate, period, adjustments\nand other applicable terms. Unless otherwise specified in the applicable prospectus supplement, debt securities will not be convertible\nor exchangeable.

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Payment and Paying\nAgents

Unless otherwise stated\nin the applicable prospectus supplement, interest on a debt security will be payable to the person in whose name the debt security is\nregistered at the close of business on the regular record date for the interest payment date, even if the debt security is canceled or\ntransferred after the record date. Interest will accrue from and including the issue date or the most recent interest payment date to\nbut excluding the applicable interest payment date.

The applicable prospectus\nsupplement will identify the paying agent and registrar for each series. The Fund expects that the trustee for a series will serve as\nthe registrar and paying agent for that series, unless otherwise stated in the applicable prospectus supplement.

Payments on Global\nSecurities

Payments on a global\nsecurity will be made to the depositary or its nominee as the registered holder of the global security. Neither the Fund nor the trustee\nwill have any responsibility or liability for records relating to beneficial ownership interests in a global security or for maintaining,\nsupervising or reviewing any records relating to those interests. The depositary and its participants will be responsible for payments\nto beneficial owners in accordance with their customary procedures and applicable law.

Payments on Certificated\nSecurities

Unless otherwise stated\nin the applicable prospectus supplement, interest on certificated registered securities will be paid by check mailed to the holder of\nrecord at the holder’s registered address. Payments of principal and premium, if any, will be made by check at the office of the\ntrustee or paying agent, or at such other office as may be identified in the applicable prospectus supplement. A holder may receive payment\nof principal and premium, if any, by wire transfer if the holder provides appropriate wire transfer instructions to the trustee or paying\nagent at least 15 business days before the applicable payment date.

Payment When Offices\nAre Closed

If any payment date,\nredemption date or other date for the performance of an act or exercise of a right falls on a day that is not a business day, the payment\nwill be made, the act will be performed or the right will be exercised on the next succeeding business day, with the same force and effect\nas if done on the scheduled date. No interest or other amount will accrue for the period from the scheduled date to the next succeeding\nbusiness day. For these purposes, a business day means a calendar day other than a Saturday, Sunday or day on which the Exchange is not\nopen for trading, unless otherwise specified in the applicable prospectus supplement.

Events of Default

Unless otherwise provided\nin the applicable prospectus supplement, each of the following will constitute an Event of Default with respect to a series of debt securities:\n(1) failure to pay principal or premium, if any, when due; (2) failure to pay interest when due, continuing for 30 days; (3) failure to\nperform any other covenant or agreement in the indenture applicable to that series, continuing for 60 days after written notice by the\ntrustee or holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series; (4) certain bankruptcy,\ninsolvency, receivership or reorganization events involving the Fund; and (5) on the last business day of each of 24 consecutive calendar\nmonths, all series of debt securities issued under the indenture together have asset coverage, as defined in the 1940 Act, of less than\n100%, after giving effect to any exemptive relief granted by the SEC. An Event of Default with respect to one series will not necessarily\nconstitute an Event of Default with respect to any other series.

The trustee may withhold\nnotice to holders of a series of any default, other than a default in the payment of principal, premium, if any, or interest, if the trustee\ndetermines in good faith that withholding notice is in the interests of the holders of that series.

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Remedies if an Event\nof Default Occurs

If an Event of Default\nwith respect to a series occurs and continues, the trustee or the holders of at least 25% in aggregate principal amount of the outstanding\ndebt securities of that series may declare the principal amount, or, if the debt securities are original issue discount securities or\nindexed securities, the portion of the principal amount specified in the applicable prospectus supplement, together with accrued and unpaid\ninterest and other amounts due, to be immediately due and payable.

At any time after an\nacceleration has been declared, the holders of a majority in aggregate principal amount of the outstanding debt securities of that series\nmay, under the circumstances and subject to the conditions set forth in the indenture, cancel the acceleration and waive the related Event\nof Default, except for defaults in the payment of principal, premium, if any, or interest or defaults relating to a covenant or provision\nthat cannot be modified without the consent of each affected holder.

The holders of a majority\nin aggregate principal amount of the outstanding debt securities of a series generally will have the right to direct the time, method\nand place of conducting any proceeding for any remedy available to the trustee, subject to the trustee’s right to decline to follow\na direction that conflicts with law or the indenture, would involve personal liability or would be unjustly prejudicial to holders not\njoining the direction.

No holder of any debt\nsecurity will have the right to pursue any remedy under the indenture unless: (1) the holder has given the trustee written notice of a\ncontinuing Event of Default; (2) holders of at least 25% in aggregate principal amount of the outstanding debt securities of the applicable\nseries have requested that the trustee pursue the remedy; (3) the holder or holders have offered the trustee indemnity satisfactory to\nthe trustee against the costs, liabilities and expenses of pursuing the remedy; and (4) the trustee has failed to act within 60 days after\nreceiving the notice, request and offer of indemnity.

Notwithstanding the foregoing,\neach holder will have an unconditional right to bring an action for payment of principal, premium, if any, or interest when due and payable,\nor to enforce the right to convert or exchange a debt security, if applicable.

The Fund will furnish\nto the trustee annually, within the period specified in the indenture after the end of the Fund’s fiscal year, a certificate signed\nby two officers stating whether, to their knowledge, the Fund is in default in the performance of any of the terms, provisions or conditions\nof the indenture and, if so, specifying the default and its status.

Waiver of Default

The holders of a majority\nin aggregate principal amount of the outstanding debt securities of a series may waive any existing default and its consequences under\nthe indenture, except a default in the payment of principal, premium, if any, or interest, a default in respect of a covenant or provision\nthat cannot be modified without the consent of each affected holder, or an Event of Default arising from the 1940 Act asset-coverage provision\nif the applicable indenture does not permit that waiver.

Merger or Consolidation

The Fund may consolidate\nor merge with, or transfer all or substantially all of its assets to, another entity, and another entity may merge into the Fund, if the\nsuccessor entity assumes the Fund’s obligations under the indenture and the debt securities, no Event of Default exists immediately\nafter the transaction, and the transaction does not materially impair the rights of holders. Any transaction will also be subject to the\nMGCL and other applicable law.

Modification or Waiver

The Fund and the trustee\nmay modify or amend the indenture or waive compliance with a provision of the indenture only as permitted by the indenture and the applicable\nlaw. The required level of holder approval will depend on the nature of the proposed change.

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Changes Requiring\nYour Approval

Without the consent of\neach holder affected by the change, the Fund and the trustee generally may not: reduce the principal amount or interest rate; extend the\nstated maturity or any interest payment date; reduce any amount payable upon redemption or repayment; change the currency or other terms\nof payment; impair a holder’s right to sue for payment when due; reduce the percentage of holders whose consent is required for\nspecified amendments or waivers; adversely affect any conversion or exchange right; or modify the ranking or subordination of the debt\nsecurities in a manner adverse to the affected holders.

Changes Not Requiring\nApproval

Without holder approval,\nthe Fund and the trustee generally may amend or supplement the indenture to cure an ambiguity, omission, defect or inconsistency; provide\nfor the assumption of the Fund’s obligations by a successor; establish the form and terms of a new series; add covenants or Events\nof Default for the benefit of holders; provide security for the debt securities; evidence the succession of a successor trustee; comply\nwith the Trust Indenture Act or other applicable law; or make any other change that does not materially adversely affect the rights of\nholders.

Changes Requiring\nMajority Approval

Other amendments, waivers\nor modifications generally may be made with the consent of holders of a majority in aggregate principal amount of the outstanding debt\nsecurities of the affected series. The applicable prospectus supplement will describe any different approval threshold or special voting\nrequirement for a series.

Further Details Concerning\nVoting

For purposes of determining\nwhether holders have delivered the required percentage of principal amount, the principal amount of any original issue discount security\nwill be the amount specified in the indenture or applicable prospectus supplement for voting purposes, which may be less than its stated\nprincipal amount. The principal amount of a security denominated in a currency other than U.S. dollars, or a security whose principal\namount is not known at the relevant time, will be determined in the manner specified in the indenture or applicable prospectus supplement.

For foreign-currency\nsecurities, the U.S. dollar equivalent of the principal amount will be determined as of the applicable record date or another date specified\nin the indenture. Securities that have been defeased or for which funds have been irrevocably provided for payment generally will not\nbe entitled to vote, and will not be counted in determining the required percentage of principal amount.

The indenture may establish\na record date not more than 30 days before the action or vote for which it is established. Any action taken by holders pursuant to that\nrecord date generally must be completed within 11 months after the record date.

Satisfaction and Discharge

The indenture may be\nsatisfied and discharged when, among other circumstances: (1) all debt securities have been delivered to the trustee for cancellation,\nhave matured or have otherwise become due and payable and have been paid; (2) the Fund has paid all other sums payable under the indenture;\nand (3) the Fund has delivered the required certificates and opinions to the trustee. The obligations that expressly survive under the\nindenture will continue notwithstanding satisfaction and discharge.

Defeasance

The indenture may permit\nthe Fund to elect either covenant defeasance or full defeasance with respect to a series of debt securities. The applicable prospectus\nsupplement will describe whether either form of defeasance is available and any additional conditions that apply.

Covenant Defeasance

Under covenant\ndefeasance, the Fund may be released from specified restrictive covenants and certain Events of Default, but the debt securities\nwill remain outstanding. Conditions generally will include: (1) the irrevocable deposit with the trustee of cash or U.S. government\nobligations sufficient to pay principal, premium, if any, and interest when due; (2) no continuing Event of Default or event that,\nwith notice or lapse of time, would become an Event of Default; (3) no bankruptcy or insolvency proceeding involving the Fund; (4)\ndelivery of an opinion of counsel regarding the U.S. federal income tax consequences of the defeasance; (5) compliance with the\nTrust Indenture Act and other applicable law; and (6) delivery of the certificates and other documents required by the\nindenture.

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Full Defeasance

Under full defeasance,\nthe Fund may be discharged from its obligations with respect to a series, subject to the terms of the indenture. Conditions generally\nwill include: (1) the irrevocable deposit with the trustee of cash or U.S. government obligations sufficient to pay principal, premium,\nif any, and interest when due; (2) receipt of an opinion of counsel that holders will not recognize income, gain or loss for U.S. federal\nincome tax purposes as a result of the defeasance, subject to customary qualifications; (3) no continuing Event of Default or event that,\nwith notice or lapse of time, would become an Event of Default; (4) no bankruptcy or insolvency proceeding involving the Fund; (5) satisfaction\nof the Trust Indenture Act and other applicable law; and (6) delivery of the certificates, opinions and other documents required by the\nindenture.

Form, Exchange and\nTransfer of Certificated Registered Securities

If certificated registered\nsecurities are issued, they will be registered in the name of the holder and may be transferred or exchanged at the office of the trustee\nor registrar specified in the applicable prospectus supplement upon surrender of the certificate, together with any required endorsements\nor documentation. The Fund and the trustee may require payment of taxes or other governmental charges related to a transfer or exchange,\nbut generally will not impose a service charge.

No transfer or exchange\nof a certificated registered security generally will be permitted during the 15-day period before the mailing of a notice of redemption\nfor that security, except as provided in the indenture or applicable prospectus supplement.

Resignation of Trustee

The trustee may resign\nwith respect to one or more series by giving notice to the Fund and the holders as provided in the indenture. The Fund generally will\nappoint a successor trustee, and the successor’s appointment will become effective upon acceptance. If a successor trustee is not\nappointed within the period specified in the indenture, the retiring trustee or holders may seek appointment of a successor as provided\nin the indenture and applicable law.

Concerning the Trustee

The trustee for any series\nwill be identified in the applicable prospectus supplement. The Fund expects to appoint the trustee as registrar and paying agent under\nthe indenture, unless otherwise stated in the applicable prospectus supplement. The trustee may have other relationships with the Fund,\nwhich relationships, if material, will be described in the applicable prospectus supplement.

For information concerning\nthe Fund’s current administrator, custodian, transfer agent, distribution paying agent and registrar, see “Administrator,\nCustodian and Transfer Agent.”

Governing Law

The indenture and the\ndebt securities will be governed by, and construed in accordance with, the laws of the State of New York, without regard to its conflicts\nof laws principles.

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BOOK-ENTRY ISSUANCE

Unless otherwise\nstated in the applicable prospectus supplement, debt securities will be issued in book-entry only form and represented by one or\nmore global securities registered in the name of The Depository Trust Company (“DTC”) or its nominee. Cede & Co., as\nDTC’s partnership nominee, is expected to be the initial registered holder of the debt securities. Beneficial owners will hold\ninterests in the debt securities through Direct Participants and Indirect Participants in DTC’s book-entry system and\ngenerally will not receive certificates representing their interests, except if use of the book-entry system is discontinued.

DTC is a limited-purpose\ntrust company organized under the laws of the State of New York, a banking organization within the meaning of New York Banking Law, a\nmember of the Federal Reserve System, a clearing agency registered under the Exchange Act and a wholly owned subsidiary of The Depository\nTrust & Clearing Corporation. DTC’s rules applicable to its participants are on file with the SEC. The Fund has obtained the\ninformation in this section concerning DTC and its book-entry system from sources that the Fund believes to be reliable, but the Fund\ntakes no responsibility for its accuracy or completeness.

DTC may discontinue providing\nits services as securities depositary for the debt securities at any time by giving reasonable notice to the Fund or the trustee. If a\nsuccessor depositary is not obtained, certificated debt securities in registered form will be issued to beneficial owners or their nominees\nin exchange for the global security. The Fund may decide to discontinue use of the book-entry system at any time, subject to the terms\nof the applicable indenture and prospectus supplement.

Neither the Fund, the\nAdviser, any registrar or transfer agent, the trustee, any depositary or any of their respective agents will have any responsibility or\nliability for any aspect of the records relating to beneficial ownership interests in the debt securities, or for maintaining, supervising\nor reviewing any records relating to those interests. None of those parties will have any responsibility or liability for payments made\nthrough DTC or its participants, or for notices delivered through those parties, except for their respective obligations under the applicable\nindenture or as required by applicable law.

Purchases and transfers\nof interests in the debt securities through the DTC system will be settled in immediately available funds. DTC will credit Direct Participants’\naccounts in accordance with its customary procedures, and Direct Participants and Indirect Participants will be responsible for crediting\nthe accounts of beneficial owners. Payments of principal, premium, interest and other amounts on a global security will be made to DTC\nor its nominee, and DTC and its participants will be responsible for disbursing those payments to beneficial owners.

CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following discussion is a general summary\nof certain U.S. federal income tax considerations applicable to us and to an investment in our common stock. This discussion does not\npurport to be a complete description of the income tax considerations applicable to such an investment. For example, this discussion does\nnot describe tax consequences that we have assumed to be generally known by investors or certain considerations that may be relevant to\ncertain types of holders subject to special treatment under U.S. federal income tax laws, including persons who hold our common stock\nas part of a straddle or a hedging, integrated or constructive sale transaction, persons subject to the alternative minimum tax, tax-exempt\norganizations, insurance companies, brokers or dealers in securities, pension plans and trusts, persons whose functional currency is not\nthe U.S. dollar, certain former citizens and long-term residents of the United States, regulated investment companies, real estate investment\ntrusts, personal holding companies, persons who acquire an interest in the Fund in connection with the performance of services, persons\nrequired to accelerate the recognition of any item of gross income as a result of such income being taken into account on an applicable\nfinancial statement, and financial institutions. Such persons should consult with their own tax advisors as to the U.S. federal income\ntax consequences of an investment in our common stock, which may differ substantially from those described herein. This discussion assumes\nthat stockholders hold our common stock as capital assets (within the meaning of the Code).

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The discussion is based upon the Code, Treasury\nregulations, and administrative and judicial interpretations, each as of the date of this registration statement and all of which are\nsubject to change, possibly retroactively, which could affect the continuing validity of this discussion. We have not sought and will\nnot seek any ruling from the Internal Revenue Service (“IRS”) regarding any matter discussed herein. Prospective investors\nshould be aware that, although we intend to adopt positions we believe are in accord with current interpretations of the U.S. federal\nincome tax laws, the IRS may not agree with the tax positions taken by us and that, if challenged by the IRS, our tax positions might\nnot be sustained by the courts. This summary does not discuss any aspects of U.S. estate, alternative minimum, or gift tax or non-U.S.,\nstate or local tax. It also does not discuss the special treatment under U.S. federal income tax laws that could result if we invested\nin tax-exempt securities or certain other investment assets.

For purposes of this discussion, a “U.S.\nShareholder” is a beneficial owner of our common stock that is for U.S. federal income tax purposes:

\n \n \n \n

●	a citizen or individual resident of the United States;

\n \n \n \n

●	a corporation (or other entity treated as a corporation) organized in or under the laws of the United States, any state thereof, or the District of Columbia;

\n \n \n \n

●	a trust that (i) is subject to the primary supervision of a court within the U.S. and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (ii) has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a U.S. person; or

\n \n \n \n

●	an estate, the income of which is subject to U.S. federal income taxation regardless of its source.

A “Non-U.S. Shareholder” is a beneficial\nowner of our common stock that is neither a U.S. Shareholder nor a partnership for U.S. tax purposes.

If a partnership (including an entity or arrangement\ntreated as a partnership for U.S. federal income tax purposes) holds our common stock, the tax treatment of a partner in the partnership\nwill generally depend upon the status of the partner and the activities of the partnership. Any partner of a partnership holding our common\nstock should consult its tax advisors with respect to the purchase, ownership and disposition of such shares.

Tax matters are very complicated and the tax consequences\nto an investor of an investment in our common stock will depend on the facts of his, her or its particular situation.

Taxation of the Fund

While we intend to elect to be treated, and intend\nto qualify annually thereafter, as a RIC, we will not qualify as a RIC for our initial taxable year ending August 31, 2026, and there\nis no guarantee we will qualify as a RIC for our taxable year ending August 31, 2027. Consequently, we will be treated as a corporation\nfor the taxable year ending August 31, 2026, and potentially for the year ending August 31, 2027, provided that we do not qualify and\nelect to be treated as a RIC. As a corporation, we will be subject to U.S. federal income tax imposed at a 21% rate with respect to our\ntaxable income, including any gain realized on the sale or other taxable disposition of our assets. This tax would be payable by us prior\nto any distributions to our stockholders. As such, our profits will be subject to “double taxation” which would materially\nreduce the cash available to pay dividends to stockholders.

Taxation of U.S. Shareholders

Distributions by us generally will\nconstitute dividends for U.S. federal income tax purposes to the extent of our current and accumulated earnings and profits, which\nare taxable to U.S. Shareholders as ordinary dividend income. Provided that certain holding period and other requirements are met,\nnon-corporate U.S. Shareholders may be eligible for reduced rates of U.S. federal income tax with respect to such distributions, and\ncorporate U.S. Shareholders may be eligible for a dividends-received deduction with respect to such distributions. Distributions in\nexcess of our current and accumulated earnings and profits would be treated first as a return of capital to the extent of the U.S.\nShareholder’s adjusted tax basis in our common stock, and any remaining distributions would be treated as gain from the sale\nof shares of our common stock.

A U.S. Shareholder generally will recognize taxable\ngain or loss if the U.S. Shareholder sells or otherwise disposes of his, her or its shares of our common stock. The amount of gain or\nloss will be measured by the difference between such stockholder’s adjusted tax basis in the shares sold and the amount of the proceeds\nreceived in exchange. Any gain or loss arising from such sale or disposition generally will be treated as long-term capital gain or loss\nif the U.S. Shareholder has held his, her or its shares for more than one year. Otherwise, it will be classified as short-term capital\ngain or loss. All or a portion of any loss recognized upon a disposition of shares of our common stock may be disallowed if other shares\nof our common stock are purchased (whether through reinvestment of distributions or otherwise) within 30 days before or after the disposition.

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The maximum rate on long-term capital gains for\nnon-corporate taxpayers is currently 20%. In addition, individuals with modified adjusted gross incomes in excess of $200,000 ($250,000\nin the case of married individuals filing jointly) and certain estates and trusts are subject to an additional 3.8% surtax on their “net\ninvestment income,” which generally includes net income from interest, dividends, annuities, royalties, and rents, and net capital\ngains (other than certain amounts earned from trades or businesses). Corporate U.S. Shareholders currently are subject to U.S. federal\nincome tax on net capital gain at the maximum 21% rate also applied to ordinary income. Non-corporate U.S. Shareholders with net capital\nlosses for a year (i.e., capital losses in excess of capital gains) generally may deduct up to $3,000 of such losses against their ordinary\nincome each year; any net capital losses of a non-corporate stockholder in excess of $3,000 generally may be carried forward and used\nin subsequent years as provided in the Code. Corporate U.S. Shareholders generally may not deduct any net capital losses for a year, but\nmay carry back such losses for three years or carry forward such losses for five years.

We may be required to backup withhold from all\ndistributions paid to any U.S. Shareholder (other than a corporation, a financial institution, or a U.S. Shareholder that otherwise qualifies\nfor an exemption) (1) who fails to furnish us with a correct taxpayer identification number or a certificate that such U.S. Shareholder\nis exempt from backup withholding or (2) with respect to whom the IRS notifies us that such U.S. Shareholder has failed to properly report\ncertain interest and dividend income to the IRS and to respond to notices to that effect. An individual’s taxpayer identification\nnumber generally is his or her social security number. Any amount withheld under backup withholding is allowed as a credit against the\nU.S. Shareholder’s U.S. federal income tax liability, provided that proper information is provided to the IRS.

Taxation of Non-U.S. Shareholders

Subject to the discussions below concerning backup\nwithholding and FATCA (defined below), distributions by us will be subject to U.S. federal withholding tax imposed at a 30% rate (or lower\nrate provided by an applicable income tax treaty) to the extent of our current and accumulated earnings and profits, unless an applicable\nexception applies. Distributions in excess of our current and accumulated earnings and profits would be treated first as a return of capital\nto the extent of the Non-U.S. Shareholder’s adjusted tax basis, and any remaining distributions would be treated as a gain from\nthe sale of the Non-U.S. Shareholder’s shares of our common stock.

If the distributions are effectively connected\nwith the conduct of a trade or business in the United States by the Non-U.S. Shareholder (and, if an income tax treaty applies, such distributions\nare attributable to a permanent establishment maintained by such Non-U.S. Shareholder in the United States), we will not be required to\nwithhold U.S. federal income tax if the Non-U.S. Shareholder complies with applicable certification and disclosure requirements, although\nthe distributions will be subject to U.S. federal income tax at the rates applicable to U.S. persons. Special certification requirements\napply to a Non-U.S. Shareholder that holds its shares of our common stock through a foreign partnership or a foreign trust, and such Non-U.S.\nShareholders are urged to consult their own tax advisors.

Subject to the discussion below concerning backup\nwithholding and FATCA (defined below), gains realized by a Non-U.S. Shareholder upon the sale of shares of our common stock will not be\nsubject to U.S. federal withholding tax and generally will not be subject to U.S. federal income tax unless (i) the gains are effectively\nconnected with the conduct of a trade or business in the United States by the Non-U.S. Shareholder (and, if an income tax treaty applies,\nsuch gains are attributable to a permanent establishment maintained by the Non-U.S. Shareholder in the United States) or (ii) such Non-U.S.\nShareholder is an individual present in the United States for 183 days or more during the year of the gain.

For a corporate Non-U.S. Shareholder, distributions\nand gains realized upon the sale of shares of our common stock that are effectively connected to the conduct of a trade or business in\nthe United States by such a Non-U.S. Shareholder may, under certain circumstances, be subject to an additional “branch profits tax”\nat a 30% rate (or at a lower rate if provided for by an applicable income tax treaty).

We generally must report to our documented Non-U.S.\nShareholders and the IRS the amount of dividends paid during each calendar year and the amount of any tax withheld. Information reporting\nrequirements may apply even if no withholding was required because the distributions were effectively connected with the Non-U.S. Shareholder’s\nconduct of a trade or business in the United States or withholding was reduced or eliminated by an applicable income tax treaty. This\ninformation also may be made available under a specific treaty or agreement with the tax authorities in the country in which the Non-U.S.\nShareholder resides or is established. Backup withholding, however, generally will not apply to distributions to a Non-U.S. Shareholder,\nprovided the Non-U.S. Shareholder furnishes to us or the dividend paying agent the required certification as to its non-U.S. status, such\nas by providing a valid IRS Form W-8BEN or IRS Form W-8BEN-E (or an acceptable substitute form) establishing that it is a Non-U.S. Shareholder\nor otherwise establishing an exemption from backup withholding. Amounts withheld under the backup withholding rules are not additional\ntaxes and may be refunded or credited against a Non-U.S. Shareholder’s U.S. federal income tax liability, if any, provided the required\ninformation is timely furnished to the IRS.

Non-U.S. Shareholders should consult their own\ntax advisors with respect to the U.S. federal income tax and withholding tax, and state, local and non-U.S. tax consequences of an investment\nin shares of our common stock.

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FATCA

Legislation commonly referred to as the “Foreign\nAccount Tax Compliance Act,” or “FATCA,” generally imposes a 30% withholding tax on payments of certain types of income\nto foreign financial institutions (“FFIs”) unless such FFIs either (i) enter into an agreement with the U.S. Treasury to report\ncertain required information with respect to accounts held by certain specified U.S. persons (or held by foreign entities that have certain\nspecified U.S. persons as substantial owners) or (ii) reside in a jurisdiction that has entered into an intergovernmental agreement (“IGA”)\nwith the United States to collect and share such information and are in compliance with the terms of such IGA and any related laws or\nregulations implementing such IGA. The types of income subject to the tax include U.S. source interest and dividends. While the Code would\nalso require withholding on payments of the gross proceeds from the sale of any property that could produce U.S. source interest or dividends,\nthe U.S. Treasury Department has indicated its intent to eliminate this requirement in subsequent proposed regulations, which state that\ntaxpayers may rely on the proposed regulations until final regulations are issued. The information required to be reported includes the\nidentity and taxpayer identification number of each account holder that is a specified U.S. person and certain financial information associated\nwith the holder’s account. In addition, subject to certain exceptions, this legislation also imposes a 30% withholding on certain\npayments to certain foreign entities that are not FFIs unless the foreign entity certifies that it does not have a greater than 10% owner\nthat is a specified U.S. person or provides the withholding agent with identifying information on each greater than 10% owner that is\na specified U.S. person. Depending on the status of a Non-U.S. Shareholder and the status of the intermediaries through which they hold\ntheir shares, Non-U.S. Shareholders could be subject to this 30% withholding tax with respect to distributions on their shares. Under\ncertain circumstances, a Non-U.S. Shareholder might be eligible for refunds or credits of such taxes.

Non-U.S. Shareholders should consult their own\ntax advisors with respect to the U.S. federal income tax and withholding tax, and state, local and foreign tax consequences of an investment\nin the shares.

Conversion from a Corporation to a RIC

To the extent that we qualify as a RIC in a subsequent\ntaxable year, we will be required to pay a corporate-level tax on the net amount of any built-in gains on our assets that are attributable\nto the period during which we did not qualify as a RIC and that we recognize during the five-year period beginning on the date on which\nwe qualified as a RIC. Any corporate-level built-in gain tax is payable at the time the built-in gains are recognized (which generally\nwill be the years in which the built-in gain assets are sold by us in a taxable transaction). The amount of this tax will vary depending\non the assets that are actually sold by us in the five-year period, the actual amount of net built-in gain or loss present in those assets\nas of the date on which we qualify as a RIC, and effective tax rates. The payment of any such corporate-level tax on built-in gains will\nbe a Fund-level expense that will be borne by all shareholders and will reduce the amount available for distribution to shareholders.\nAlternatively, we may make a special election to cause the gain to be recognized immediately prior to the date on which we qualify as\na RIC, in which case, we would recognize any net built-in gain as if we sold our assets at fair market value at the end of the last day\nof the taxable year before the first taxable year in which we qualified as a RIC.

Taxation as a Regulated Investment Company

We will not qualify as a RIC for our initial taxable\nyear ending August 31, 2026. In a subsequent taxable year, we intend to elect to be treated, and intend to qualify each year thereafter,\nas a RIC. There can be no assurance that we will qualify as a RIC in future years or be able to maintain our RIC tax treatment following\nour qualification as a RIC.

To qualify as a RIC, we must, among other things,\nmeet certain source-of-income and asset diversification requirements (as described below). In addition, in order to obtain RIC tax benefits,\nwe generally must timely distribute to our stockholders, for each taxable year, at least 90% of our “investment company taxable\nincome,” which is generally our ordinary income plus the excess of realized net short-term capital gains over realized net long-term\ncapital losses (the “Annual Distribution Requirement”).

The following discussion describes the requirements\nfor us to qualify as a RIC, as well as the U.S. federal income tax consequences of such treatment to our shareholders. The discussion\nassumes that we qualify for RIC tax treatment for each taxable year, unless otherwise noted.

If we:

\n \n \n \n

●	qualify as a RIC; and

\n \n \n \n

●	satisfy the Annual Distribution Requirement,

then we will not be subject to U.S. federal income\ntax on the portion of our income and capital gains that we timely distribute (or are deemed to distribute) to our stockholders. We will\nbe subject to U.S. federal income tax imposed at the regular corporate rates on any income or capital gains not distributed (or deemed\ndistributed) to our stockholders.

We will be subject to a 4% nondeductible U.S.\nfederal excise tax on certain undistributed income unless we distribute in a timely manner an amount at least equal to the sum of (i)\n98% of our net ordinary income for each calendar year, (ii) 98.2% of the amount by which our capital gains exceed our capital losses (adjusted\nfor certain ordinary losses) for the one-year period ending October 31 in that calendar year and (iii) any ordinary income and net capital\ngain income that we recognized in preceding years, but were not distributed during such years, and on which we paid no U.S. federal income\ntax (the “Excise Tax Distribution Requirement”). While we intend to distribute sufficient income and capital gains in order\nto avoid imposition of this 4% U.S. federal excise tax, we may not be successful in avoiding entirely the imposition of this tax.

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In order to qualify as a RIC for U.S. federal\nincome tax purposes, we must, among other things:

\n \n \n \n

●

derive in each taxable year at least 90% of our gross income from dividends, interest, payments with respect to loans of certain securities, gains from the sale of stock or other securities or foreign currencies, net income from certain “qualified publicly traded partnerships” (as defined in the Code) or other income derived with respect to our business of investing in such stock or securities (the “90% Income Test”); and

\n \n \n \n

●	diversify our holdings so that at the end of each quarter of the taxable year:

\n \n \n \n

○

at least 50% of the value of our assets consists of cash, cash equivalents, U.S. Government securities, securities of other RICs, and other securities if such other securities of any one issuer do not represent more than 5% of the value of our assets or more than 10% of the outstanding voting securities of the issuer; and

\n \n \n \n

○

no more than 25% of the value of our assets is invested in the (i) securities, other than U.S. government securities or securities of other RICs, of one issuer, (ii) securities, other than securities of other RICs, of two or more issuers that are controlled, as determined under applicable Code rules, by us and that are engaged in the same or similar or related trades or businesses or (iii) securities of one or more “qualified publicly traded partnerships” (the “Diversification Tests”).

We may be required to recognize taxable income\nin circumstances in which we do not receive cash. For example, if we hold debt obligations that are treated under applicable tax rules\nas having original issue discount (such as debt instruments with paid-in-kind (“PIK”) interest or, in certain cases, increasing\ninterest rates or issued with warrants), we must include in income each year a portion of the original issue discount that accrues over\nthe life of the obligation, regardless of whether cash representing such income is received by us in the same taxable year. We may also\nhave to include in our taxable income other amounts that we have not yet received in cash, such as PIK interest and deferred loan origination\nfees that are paid after origination of the loan. Because any original issue discount or other amounts accrued will be included in our\ninvestment company taxable income for the year of accrual, we may be required to make a distribution to our stockholders in order to satisfy\nthe Annual Distribution Requirement, even though we will not have received the corresponding cash amount.

Although we do not presently expect to do so,\nwe are authorized to borrow funds, to sell assets, and to make taxable distributions of our stock and debt securities in order to satisfy\ndistribution requirements. Our ability to dispose of assets to meet our distribution requirements may be limited by (i) the illiquid nature\nof our portfolio and/or (ii) other requirements relating to our status as a RIC, including the Diversification Tests. If we dispose of\nassets in order to meet the Annual Distribution Requirement or the Excise Tax Distribution Requirement, we may make such dispositions\nat times that, from an investment standpoint, are not advantageous. If we are unable to obtain cash from other sources to satisfy the\nAnnual Distribution Requirement, we may fail to qualify for tax treatment as a RIC and become subject to U.S. federal income tax.

Under the 1940 Act, we are not permitted to make\ndistributions to our stockholders while our debt obligations and other senior securities are outstanding unless certain “asset coverage”\ntests are met. If we are prohibited from making distributions, we may fail to qualify for tax treatment as a RIC and become subject to\nU.S. federal income tax.

Certain of our investment practices may be subject\nto special and complex U.S. federal income tax provisions that may, among other things: (i) disallow, suspend or otherwise limit the allowance\nof certain losses or deductions; (ii) convert lower taxed long-term capital gain into higher taxed short-term capital gain or ordinary\nincome; (iii) convert an ordinary loss or a deduction into a capital loss (the deductibility of which is more limited); (iv) cause us\nto recognize income or gain without a corresponding receipt of cash; (v) adversely affect the time as to when a purchase or sale of securities\nis deemed to occur; (vi) adversely alter the characterization of certain complex financial transactions; and (vii) produce income that\nwill not be qualifying income for purposes of the 90% Income Test described above. We will monitor our transactions and may make certain\ntax decisions in order to mitigate the potential adverse effect of these provisions.

A RIC is limited in its ability to deduct expenses\nin excess of its “investment company taxable income” (which is, generally, ordinary income plus the excess of net short-term\ncapital gains over net long-term capital losses). If our expenses in a given year exceed investment company taxable income, we would experience\na net operating loss for that year. However, a RIC is not permitted to carry forward net operating losses to subsequent years. In addition,\nexpenses can be used only to offset investment company taxable income, not net capital gain. A RIC may not use any net capital losses\n(that is, realized capital losses in excess of realized capital gains) to offset the RIC’s investment company taxable income, but\nmay carry forward such losses indefinitely and use them to offset capital gains. Due to these limits on the deductibility of expenses,\nover the course of one or more taxable years, we may have, for U.S. federal income tax purposes, taxable income that we are required to\ndistribute and that is taxable to our stockholders even if such income is greater than the aggregate net income we actually earned during\nthose years. Such required distributions may be made from our cash assets or by liquidation of investments, if necessary. We may realize\ngains or losses from such liquidations. In the event we realize net capital gains from such transactions, a stockholder may receive a\nlarger capital gain distribution than it would have received in the absence of such transactions.

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Investment income received from sources within\nforeign countries, or capital gains earned by investing in securities of foreign issuers, may be subject to foreign income taxes withheld\nat the source. In this regard, withholding tax rates in countries with which the United States does not have a tax treaty may be 35% or\nmore. The United States has entered into tax treaties with many foreign countries that may entitle us to a reduced rate of tax or exemption\nfrom tax on this related income and gains. The effective rate of foreign tax cannot be determined at this time since the amount of our\nassets to be invested within various countries is not now known. We do not anticipate being eligible for the special election that allows\na RIC to treat foreign income taxes paid by such RIC as paid by its stockholders.

If we purchase shares in a “passive foreign\ninvestment company,” or PFIC, we may be subject to U.S. federal income tax on any “excess distribution” received on,\nor any gain from the disposition of such shares. Additional charges in the nature of interest generally will be imposed on us in respect\nof deferred taxes arising from any such excess distributions or gains. This additional tax and interest may apply even if we make a distribution\nas a taxable dividend by us to our stockholders in an amount equal to (1) any excess distribution, or (2) the gain from the dispositions\nof such shares. If we invest in a PFIC and elect to treat the PFIC as a “qualified electing fund,” or QEF, in lieu of the\nforegoing requirements, we will be required to include in income each year our proportionate share of the ordinary earnings and net capital\ngain of the QEF, even if such income is not distributed by the QEF. Alternatively, we may be able to elect to mark-to-market at the end\nof each taxable year our shares in a PFIC; in this case, we will recognize as ordinary income any increase in the value of such shares\nand as ordinary loss any decrease in such value to the extent that any such decrease does not exceed prior increases included in our income.\nUnder either election, we may be required to recognize income in excess of distributions from PFICs and our proceeds from dispositions\nof PFIC stock during that year, and such income will nevertheless be subject to the Annual Distribution Requirement and will be taken\ninto account for purposes of the 4% U.S. federal excise tax. We intend to limit and/or manage our holdings in PFICs to minimize our liability\nfor any taxes and related interest charges.

If we are a U.S. Shareholder (as defined below)\nof a foreign corporation that is treated as a controlled foreign corporation (“CFC”), we may be treated as receiving a deemed\ndistribution (taxable as ordinary income) each year from such foreign corporation in an amount equal to our pro rata share of certain\nof the corporation’s income for the tax year (including both ordinary earnings and capital gains), whether or not the corporation\nmakes an actual distribution during such year. In general, a foreign corporation will be classified as a CFC if more than 50% of the shares\nof the corporation, measured by reference to combined voting power or value, is owned (directly, indirectly, or by attribution) by U.S.\nShareholders. A “U.S. Shareholder,” for this purpose, is any U.S. person that possesses (actually or constructively) 10% or\nmore of the combined voting power of all classes of shares of a corporation or 10% or more of the total value of shares of all classes\nof shares of such corporation. If we are treated as receiving a deemed distribution from a CFC, we will be required to include such distribution\nin our investment company taxable income regardless of whether we receive any actual distributions from such CFC, and we must distribute\nsuch income to satisfy the Annual Distribution Requirement and the Excise Tax Distribution Requirement.

Income inclusions from a QEF or CFC will be “good\nincome” for purposes of the 90% Income Test provided that they are derived in connection with our business of investing in stocks\nand securities or the QEF or the CFC distributes such income to us in the same taxable year to which the income is included in our income.

Foreign exchange gains and losses realized by\nus in connection with certain transactions involving non-dollar debt securities, certain foreign currency futures contracts, foreign currency\noption contracts, foreign currency forward contracts, foreign currencies, or payables or receivables denominated in a foreign currency\nare subject to Code provisions that generally treat such gains and losses as ordinary income and losses and may affect the amount, timing\nand character of distributions to our stockholders. Any such transactions that are not directly related to our investment in securities\n(possibly including speculative currency positions or currency derivatives not used for hedging purposes) could, under future Treasury\nregulations, produce income not among the types of “qualifying income” from which a RIC must derive at least 90% of its annual\ngross income.

In accordance with certain applicable\nTreasury regulations and guidance published by the IRS, a RIC that is publicly offered may treat a distribution of its own stock as\nfulfilling its RIC distribution requirements if each stockholder may elect to receive his or her entire distribution in either cash\nor stock of the RIC, subject to a limitation that the aggregate amount of cash to be distributed to all stockholders must be at\nleast 20% of the aggregate declared distribution. If too many stockholders elect to receive cash, the cash available for\ndistribution must be allocated among stockholders electing to receive cash (with the balance of the distribution paid in stock). In\nno event will any stockholder, electing to receive cash, receive less than the lesser of (a) the portion of the distribution such\nstockholder elected to receive in cash, or (b) an amount equal to his or her entire distribution times the percentage limitation on\ncash available for distribution. If these and certain other requirements are met, for U.S. federal income tax purposes, the amount\nof the dividend paid in stock will be equal to the amount of cash that could have been received instead of stock. We have no current\nintention of paying dividends in shares of our stock in accordance with these Treasury regulations or published guidance.

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Failure to Qualify as a RIC

If we fail to qualify for treatment as a RIC,\nand certain cure provisions are not applicable, we would be subject to U.S. federal tax on all of our taxable income (including our net\ncapital gains) imposed at corporate rates. We would not be able to deduct distributions to our stockholders, nor would they be required\nto be made. Distributions, including distributions of net long-term capital gain, would generally be taxable to our stockholders as ordinary\ndividend income to the extent of our current and accumulated earnings and profits. Subject to certain holding period and other limitations\nunder the Code, our corporate stockholders would be eligible to claim a dividend received deduction with respect to such dividend, and\nour non-corporate stockholders would generally be able to treat such dividends as “qualified dividend income,” which is subject\nto reduced rates of U.S. federal income tax. Distributions in excess of our current and accumulated earnings and profits would be treated\nfirst as a return of capital to the extent of the stockholder’s adjusted tax basis, and any remaining distributions would be treated\nas a capital gain. In order to requalify as a RIC, in addition to the other requirements discussed above, we would be required to distribute\nall of our previously undistributed earnings attributable to the period we failed to qualify as a RIC by the end of the first year that\nwe intend to requalify as a RIC. If we fail to requalify as a RIC for a period greater than two taxable years, we may be subject to U.S.\nfederal income tax imposed at corporate tax rates on any net built-in gains with respect to certain of our assets (i.e., the excess\nof the aggregate gains, including items of income, over aggregate losses that would have been realized with respect to such assets if\nwe had been liquidated) that we elect to recognize on requalification or when recognized over the next five years.

Taxation of U.S. Shareholders

Distributions by us generally are taxable to U.S.\nShareholders as ordinary income or capital gains. Distributions of our “investment company taxable income” (which is, generally,\nour net ordinary income plus realized net short-term capital gains in excess of realized net long-term capital losses) will be taxable\nas ordinary income to U.S. Shareholders to the extent of our current or accumulated earnings and profits, whether paid in cash or reinvested\nin additional shares of our common stock. To the extent such distributions paid by us to our stockholders taxed at individual rates are\nattributable to dividends from U.S. corporations and certain qualified foreign corporations, such distributions (“Qualifying Dividends”)\nmay be eligible for a reduced rate of U.S. federal income tax. In this regard, it is anticipated that distributions paid by us will generally\nnot be attributable to dividends and, therefore, generally will not qualify for the reduced rate of U.S. federal income tax applicable\nto Qualifying Dividends. Distributions of our net capital gains (which are generally our realized net long-term capital gains in excess\nof realized net short-term capital losses) properly reported by us as “capital gain dividends” will be taxable to a U.S. Shareholder\nas long-term capital gains that are currently eligible for a reduced rate of U.S. federal income tax in the case of our stockholders taxed\nat individual rates, regardless of the U.S. Shareholder’s holding period for his, her or its shares of our common stock and regardless\nof whether paid in cash or reinvested in additional common stock. Distributions in excess of our earnings and profits first will reduce\na U.S. Shareholder’s adjusted tax basis in such stockholder’s shares of our common stock and, after the adjusted tax basis\nis reduced to zero, will constitute capital gains to such U.S. Shareholder.

We may retain some or all of our realized net\nlong-term capital gains in excess of realized net short-term capital losses, but designate the retained net capital gain as a “deemed\ndistribution.” In that case, among other consequences, we will pay tax on the retained amount, each U.S. Shareholder will be required\nto include his, her or its share of the deemed distribution in income as if it had been actually distributed to the U.S. Shareholder,\nand the U.S. Shareholder will be entitled to claim a credit equal to his, her or its allocable share of the tax paid thereon by us. If\nthe amount of tax that a U.S. Shareholder is treated as having paid exceeds the tax such stockholder owes on the capital gain distribution,\nsuch excess generally may be refunded or claimed as a credit against the U.S. Shareholder’s other U.S. federal income tax obligations.\nThe amount of the deemed distribution net of such tax will be added to the U.S. Shareholder’s adjusted tax basis for his, her or\nits shares of our common stock. In order to utilize the deemed distribution approach, we must provide written notice to our stockholders\nprior to the expiration of 60 days after the close of the relevant taxable year. We cannot treat any of our investment company taxable\nincome as a deemed distribution.

For purposes of determining (i) whether the Annual\nDistribution Requirement is satisfied for any year and (ii) the amount of capital gain dividends paid for that year, we may, under certain\ncircumstances, elect to treat a dividend that is paid during the following taxable year as if it had been paid during the taxable year\nin question. If we make such an election, the U.S. Shareholder will still be treated as receiving the dividend in the taxable year in\nwhich the distribution is made. However, any dividend declared by us in October, November or December of any calendar year, payable to\nour stockholders of record on a specified date in such a month and actually paid during January of the following year, will be treated\nas if it had been received by our U.S. Shareholders on December 31 of the year in which the dividend was declared.

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With respect to the reinvestment of dividends,\nif a U.S. Shareholder owns shares of our common stock registered in its own name, the U.S. Shareholder will have all cash distributions\nautomatically reinvested in additional shares of our common stock unless the U.S. Shareholder opts out of the reinvestment of dividends\nby delivering a written notice to our dividend paying agent prior to the record date of the next dividend or distribution. Any distributions\nreinvested will nevertheless remain taxable to the U.S. Shareholder. The U.S. Shareholder will have an adjusted tax basis in the additional\nshares of our common stock purchased through the reinvestment equal to the amount of the reinvested distribution. The additional shares\nwill have a new holding period commencing on the day following the day on which the shares are credited to the U.S. Shareholder’s\naccount.

If an investor purchases shares of our common\nstock after a dividend has been declared and shortly before the record date of a distribution, the price of the shares will include the\nvalue of the distribution. However, the stockholder will be taxed on the distribution as described above, despite the fact that, economically,\nit may represent a return of his, her or its investment.

A U.S. Shareholder generally will recognize taxable\ngain or loss if the U.S. Shareholder sells or otherwise disposes of his, her or its shares of our common stock. The amount of gain or\nloss will be measured by the difference between such U.S. Shareholder’s adjusted tax basis in our common stock sold and the amount\nof the proceeds received in exchange. Any gain arising from such sale or disposition generally will be treated as long-term capital gain\nor loss if the U.S. Shareholder has held his, her or its shares for more than one year. Otherwise, it will be classified as short-term\ncapital gain or loss. However, any capital loss arising from the sale or disposition of shares of our common stock held for six months\nor less will be treated as long-term capital loss to the extent of the amount of capital gain dividends received, or undistributed capital\ngain deemed received, with respect to such shares. In addition, all or a portion of any loss recognized upon a disposition of shares of\nour common stock may be disallowed if other shares of our common stock are purchased (whether through reinvestment of distributions or\notherwise) within 30 days before or after the disposition.

In general, U.S. Shareholders taxed at individual\nrates currently are subject to a maximum U.S. federal income tax rate of 20% on their recognized net capital gain (i.e., the excess of\nrecognized net long-term capital gains over recognized net short-term capital losses, subject to certain adjustments), including any long-term\ncapital gain derived from an investment in our shares. Such rate is lower than the maximum rate on ordinary income currently payable by\nsuch U.S. Shareholders. In addition, individuals with modified adjusted gross incomes in excess of $200,000 ($250,000 in the case of married\nindividuals filing jointly and $125,000 in the case of married individuals filing separately) and certain estates and trusts are subject\nto an additional 3.8% tax on their “net investment income,” which generally includes gross income from interest, dividends,\nannuities, royalties, and rents, and net capital gains (other than certain amounts earned from trades or businesses), reduced by certain\ndeductions allocable to such income. Corporate U.S. Shareholders currently are subject to U.S. federal income tax on net capital gain\nat the maximum 21% rate also applied to ordinary income. Non-corporate U.S. Shareholders with net capital losses for a year (i.e., capital\nlosses in excess of capital gains) generally may deduct up to $3,000 of such losses against their ordinary income each year. Any net capital\nlosses of a non-corporate U.S. Shareholder in excess of $3,000 generally may be carried forward and used in subsequent years as provided\nin the Code. Corporate U.S. Shareholders generally may not deduct any net capital losses for a year, but may carry back such losses for\nthree years or carry forward such losses for five years.

Under applicable Treasury regulations, if a U.S.\nShareholder recognizes a loss with respect to shares of $2 million or more for a non-corporate U.S. Shareholder or $10 million or more\nfor a corporate U.S. Shareholder in any single taxable year (or a greater loss over a combination of years), the U.S. Shareholder must\nfile with the IRS a disclosure statement on Form 8886. Direct U.S. Shareholders of portfolio securities are in many cases excepted from\nthis reporting requirement, but under current guidance, U.S. Shareholders of a RIC are not excepted. Future guidance may extend the current\nexception from this reporting requirement to U.S. Shareholders of most or all RICs. The fact that a loss is reportable under these regulations\ndoes not affect the legal determination of whether the taxpayer’s treatment of the loss is proper. U.S. Shareholders should consult\ntheir own tax advisors to determine the applicability of these regulations in light of their individual circumstances.

We (or the applicable withholding agent) will\nsend to each of our U.S. Shareholders, as promptly as possible after the end of each calendar year, a notice reporting the amounts includible\nin such U.S. Shareholder’s taxable income for such year as ordinary income and as long-term capital gain. In addition, the U.S.\nfederal tax status of each year’s distributions generally will be reported to the IRS (including the amount of dividends, if any,\neligible for the 20% maximum rate). Dividends paid by us generally will not be eligible for the dividends-received deduction or the preferential\ntax rate applicable to Qualifying Dividends because our income generally will not consist of dividends.

We may be required to withhold U.S. federal income\ntax (“backup withholding”) from all distributions to certain U.S. Shareholders (i) who fail to furnish us with a correct taxpayer\nidentification number or a certificate that such stockholder is exempt from backup withholding or (ii) with respect to whom the IRS notifies\nus that such stockholder furnished an incorrect taxpayer identification number or failed to properly report certain interest and dividend\nincome to the IRS and to respond to notices to that effect. An individual’s taxpayer identification number generally is his or her\nsocial security number. Any amount withheld under backup withholding is allowed as a credit against the U.S. Shareholder’s federal\nincome tax liability, provided that proper information is provided to the IRS.

U.S. Shareholders that hold their common stock\nthrough foreign accounts or intermediaries will be subject to U.S. withholding tax at a rate of 30% on dividends if certain disclosure\nrequirements related to U.S. accounts are not satisfied.

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If we are not a “publicly offered regulated\ninvestment company” for any period, a non-corporate U.S. Shareholder’s pro rata portion of certain of our expenses will be\ntreated as an additional dividend to the shareholder and will not be deductible for non-corporate U.S. taxpayers. A “publicly offered\nregulated investment company” is a RIC whose shares are either (i) continuously offered pursuant to a public offering, (ii) regularly\ntraded on an established securities market or (iii) held by at least 500 persons at all times during the taxable year. We may not qualify\nas a publicly offered RIC during subsequent taxable years.

A U.S. Shareholder that is a tax-exempt organization\nfor U.S. federal income tax purposes and therefore generally exempt from U.S. federal income taxation may nevertheless be subject to taxation\nto the extent that it is considered to derive unrelated business taxable income (“UBTI”).

The direct conduct by a tax-exempt U.S. Shareholder\nof the activities we propose to conduct could give rise to UBTI. However, a RIC is a corporation for U.S. federal income tax purposes\nand its business activities generally will not be attributed to its stockholders for purposes of determining their treatment under current\nlaw. Therefore, a tax-exempt U.S. Shareholder generally should not be subject to U.S. taxation solely as a result of the shareholder’s\nownership of our common stock and receipt of dividends with respect to such common stock. Moreover, under current law, if we incur indebtedness,\nsuch indebtedness will not be attributed to a tax-exempt U.S. Shareholder. Therefore, a tax-exempt U.S. Shareholder should not be treated\nas earning income from “debt-financed property” and dividends we pay should not be treated as “unrelated debt-financed\nincome” solely as a result of indebtedness that we incur. Legislation has been introduced in Congress in the past, and may be introduced\nagain in the future, which would change the treatment of “blocker” investment vehicles interposed between tax-exempt investors\nand non-qualifying investments if enacted. In the event that any such proposals were to be adopted and applied to RICs, the treatment\nof dividends payable to tax-exempt investors could be adversely affected. In addition, special rules would apply if we were to invest\nin certain real estate mortgage investment conduits or taxable mortgage pools, which we do not currently plan to do, that could result\nin a tax-exempt U.S. Shareholder recognizing income that would be treated as UBTI.

Taxation of Non-U.S. Shareholders

The following discussion only applies to certain\nNon-U.S. Shareholders. Whether an investment in our common stock is appropriate for a Non-U.S. Shareholder will depend upon that person’s\nparticular circumstances. An investment in our common stock by a Non-U.S. Shareholder may have adverse tax consequences. Non-U.S. Shareholders\nshould consult their tax advisors before investing in our securities.

Subject to the discussions below concerning backup\nwithholding and FATCA (defined below), distributions of our “investment company taxable income” to Non-U.S. Shareholders (including\ninterest income and realized net short-term capital gains in excess of realized long-term capital losses) will be subject to withholding\nof U.S. federal tax at a 30% rate (or lower rate provided by an applicable treaty) to the extent of our current and accumulated earnings\nand profits unless an exception applies. No withholding is required with respect to certain distributions if (i) the distributions are\nproperly reported as “interest-related dividends” or “short-term capital gain dividends,” (ii) the distributions\nare derived from sources specified in the Code for such dividends and (iii) certain other requirements are satisfied. No assurance can\nbe provided as to whether any of our distributions will be reported as eligible for this exemption. If the distributions are effectively\nconnected with the conduct of a trade or business in the United States (a “U.S. trade or business”) by the Non-U.S. Shareholder\n(and if an income tax treaty applies, such distributions are attributable to a permanent establishment maintained by the Non-U.S. Shareholder\nwithin the United States), we will not be required to withhold U.S. federal tax if the Non-U.S. Shareholder complies with applicable certification\nand disclosure requirements, although the distributions will be subject to U.S. federal income tax at the rates applicable to U.S. persons.\n(Special certification requirements apply to a Non-U.S. Shareholder that is a foreign trust, and to a foreign partnership and such entities\nare urged to consult their own tax advisors.)

Subject to the discussions below concerning\nbackup withholding and FATCA (defined below), actual or deemed distributions of our net capital gains to a Non-U.S. Shareholder, and\ngains realized by a Non-U.S. Shareholder upon the sale of our common stock, will generally not be subject to U.S. federal\nwithholding tax and generally will not be subject to U.S. federal income tax unless the distributions or gains, as the case may be,\nare effectively connected with a U.S. trade or business of the Non-U. S. Shareholder (and if an income tax treaty applies, such\ndistributions or gains, as applicable, are attributable to a permanent establishment maintained by the Non-U.S. Shareholder within\nthe United States).

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Under our reinvestment of dividends policy, a\nNon-U.S. Shareholder will have all cash distributions automatically reinvested in additional shares of our common stock unless the Non-U.S.\nShareholder opts out of the reinvestment of dividends by delivering a written notice to our dividend paying agent prior to the record\ndate of the next dividend or distribution. If the distribution is a distribution of our investment company taxable income, is not reported\nby us as a short-term capital gains dividend or interest-related dividend and it is not effectively connected with a U.S. trade or business\nof the Non-U.S. Shareholder (or, if required by an applicable income tax treaty, is not attributable to a U.S. permanent establishment\nmaintained by the Non-U.S. Shareholder within the United States), the amount distributed (to the extent of our current or accumulated\nearnings and profits) will be subject to withholding of U.S. federal income tax at a 30% rate (or lower rate provided by an applicable\nincome tax treaty) and only the net after-tax amount will be reinvested in our common stock. The Non-U.S. Shareholder will have an adjusted\ntax basis in the additional shares of common stock purchased through the reinvestment equal to the amount reinvested. The additional shares\nwill have a new holding period commencing on the day following the day on which the shares are credited to the Non-U.S. Shareholder’s\naccount.

The tax consequences to Non-U.S. Shareholders\nentitled to claim the benefits of an applicable tax treaty or that are individuals that are present in the U.S. for 183 days or more during\na taxable year may be different from those described herein. Non-U.S. Shareholders are urged to consult their tax advisors with respect\nto the procedure for claiming the benefit of a lower treaty rate and the applicability of foreign taxes.

If we distribute our net capital gains in the\nform of deemed rather than actual distributions, a Non-U.S. Shareholder will be entitled to a U.S. federal income tax credit or tax refund\nequal to the stockholder’s allocable share of the tax we pay on the capital gains deemed to have been distributed. In order to obtain\nthe refund, the Non-U.S. Shareholder must obtain a U.S. taxpayer identification number and file a refund claim even if the Non-U.S. Shareholder\nwould not otherwise be required to obtain a U.S. taxpayer identification number or file a U.S. federal income tax return. For a corporate\nNon-U.S. Shareholder, distributions (both actual and deemed), and gains realized upon the sale of our common stock that are effectively\nconnected to a U.S. trade or business may, under certain circumstances, be subject to an additional “branch profits tax” at\na 30% rate (or at a lower rate if provided for by an applicable treaty). Accordingly, investment in the shares may not be advisable for\na Non-U.S. Shareholder.

We must generally report to our documented Non-U.\nS. Shareholders and the IRS the amount of dividends paid during each calendar year and the amount of any tax withheld. Information reporting\nrequirements may apply even if no withholding was required because the distributions were effectively connected with the Non-U.S. Shareholder’s\nconduct of a United States trade or business or withholding was reduced or eliminated by an applicable income tax treaty. This information\nalso may be made available under a specific treaty or agreement with the tax authorities in the country in which the Non-U.S. Shareholder\nresides or is established. Under U.S. federal income tax law, interest, dividends and other reportable payments may, under certain circumstances,\nbe subject to “backup withholding” at the then applicable rate (currently 24%). Backup withholding, however, generally will\nnot apply to distributions to a Non-U.S. Shareholder of our common stock, provided the Non-U.S. Shareholder furnishes to us the required\ncertification as to its non U.S. status, such as by providing a valid IRS Form W-8BEN, IRS Form W-8BEN-E, or IRS Form W-8ECI, or certain\nother requirements are met. Backup withholding is not an additional tax but can be credited against a Non-U.S. Shareholder’s federal\nincome tax, and may be refunded to the extent it results in an overpayment of tax and the appropriate information is timely supplied to\nthe IRS.

FATCA

Legislation commonly referred to as the\n“Foreign Account Tax Compliance Act,” or “FATCA,” generally imposes a 30% withholding tax on payments of\ncertain types of income to foreign financial institutions (“FFIs”) unless such FFIs either (i) enter into an agreement\nwith the U.S. Treasury to report certain required information with respect to accounts held by certain specified U.S. persons (or\nheld by foreign entities that have certain specified U.S. persons as substantial owners) or (ii) reside in a jurisdiction that has\nentered into an intergovernmental agreement (“IGA”) with the United States to collect and share such information and are\nin compliance with the terms of such IGA and any related laws or regulations implementing such IGA. The types of income subject to\nthe tax include U.S. source interest and dividends. While the Code would also require withholding on payments of the gross proceeds\nfrom the sale of any property that could produce U.S. source interest or dividends, the U.S. Treasury Department has indicated its\nintent to eliminate this requirement in subsequent proposed regulations, which state that taxpayers may rely on the proposed\nregulations until final regulations are issued. The information required to be reported includes the identity and taxpayer\nidentification number of each account holder that is a specified U.S. person and certain financial information associated with the\nholder’s account. In addition, subject to certain exceptions, this legislation also imposes a 30% withholding on certain\npayments to certain foreign entities that are not FFIs unless the foreign entity certifies that it does not have a greater than 10%\nowner that is a specified U.S. person or provides the withholding agent with identifying information on each greater than 10% owner\nthat is a specified U.S. person. Depending on the status of a Non-U.S. Shareholder and the status of the intermediaries through\nwhich they hold their shares, Non-U.S. Shareholders could be subject to this 30% withholding tax with respect to distributions on\ntheir shares. Under certain circumstances, a Non-U.S. Shareholder might be eligible for refunds or credits of such taxes.

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REGULATION AS A CLOSED END FUND

We are a non-diversified, closed-end management\ninvestment company that has registered as an investment company under the 1940 Act. As a registered closed-end management investment company,\nwe are subject to regulation under the 1940 Act. Under the 1940 Act, unless authorized by vote of a majority of the outstanding voting\nsecurities, we may not:

\n \n \n \n

●	change our classification to an open-end management investment company;

\n \n \n \n

●	except in each case in accordance with our policies with respect thereto set forth in this registration statement, borrow funds, issue senior securities, underwrite securities issued by other persons, purchase or sell real estate or commodities or make loans to other persons;

\n \n \n \n

●

deviate from any policy in respect of concentration of investments in any particular industry or group of industries as recited the Prospectus, deviate from any investment policy which is changeable only if authorized by stockholder vote under the 1940 Act, or deviate from any fundamental policy recited in its registration statement in accordance with the requirements of the 1940 Act;

\n \n \n \n

●	change the nature of our business so as to cease to be an investment company.

A majority of the outstanding voting securities\nof a company is defined under the 1940 Act as the lesser of: (a) 67% or more of such company’s voting securities present at a meeting\nif more than 50% of the outstanding voting securities of such company are present or represented by proxy, or (b) more than 50% of the\noutstanding voting securities of such company.

A majority of our Directors must be persons who\nare not interested persons, as that term is defined in the 1940 Act. Additionally, we are required to provide and maintain a bond issued\nby a reputable fidelity insurance company to protect the closed-end management investment company. Furthermore, as a registered closed-end\nmanagement investment company, we are prohibited from protecting any Director or officer against any liability to us or our stockholders\narising from willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such person’s\noffice. We may also be prohibited under the 1940 Act from knowingly participating in certain transactions with our affiliates without\nthe prior approval of the SEC.

As a registered closed-end management investment\ncompany, we are generally required to meet an asset coverage ratio with respect to our outstanding senior securities representing indebtedness,\ndefined under the 1940 Act as the ratio of our gross assets (less all liabilities and indebtedness not represented by senior securities)\nto our outstanding senior securities representing indebtedness, of at least 300% after each issuance of senior securities representing\nindebtedness. In addition, we are generally required to meet an asset coverage ratio with respect to our outstanding preferred shares,\nas defined under the 1940 Act as the ratio of our gross assets (less all liabilities and indebtedness not represented by senior securities)\nto our outstanding senior securities representing indebtedness, plus the aggregate involuntary liquidation preference of our outstanding\npreferred shares, of at least 200% immediately after each issuance of such preferred shares. We are also prohibited from issuing or selling\nany senior security if, immediately after such issuance, we would have outstanding more than (i) one class of senior security representing\nindebtedness, exclusive of any promissory notes or other evidences of indebtedness issued in consideration of any loan, extension, or\nrenewal thereof, made by a bank or other person and privately arranged, and not intended to be publicly distributed, or (ii) one class\nof senior security which is equity, except that in each case any such class of indebtedness or equity may be issued in one or more series.

We are generally not able to issue and sell\nour shares at a price below NAV per share. We may, however, sell our shares at a price below the then-current NAV of our shares if\nthe Board determines that such sale is in our best interests and the best interests of our stockholders, and our stockholders\napprove such sale. In addition, we may generally issue new shares at a price below NAV in rights offerings to existing stockholders,\nin payment of distributions and in certain other limited circumstances.

As a registered closed-end management investment\ncompany, we are subject to certain risks and uncertainties. See “Types of Investments and Related Risk Factors - Risks Related to\nOur Business and Our Structure.”

Senior Securities

We may borrow funds to make investments. Although\nwe do not expect to do so, we may also borrow funds, consistent with the limitations of the 1940 Act, in order to make the distributions\nrequired to maintain our status as a RIC under Subchapter M of the Code. We are permitted, under specified conditions, to issue one class\nof indebtedness and one class of equity senior to our common stock if our asset coverage with respect thereto, as defined in the 1940\nAct, is at least equal to 300% immediately after such issuance of senior securities representing indebtedness, and 200% immediately after\neach issuance of senior securities which are shares of stock. We are also permitted to issue promissory notes or other evidences of indebtedness\nin consideration of a loan, extension, or renewal thereof, made by a bank or other person and privately arranged, and not intended to\nbe publicly distributed, provided that our asset coverage with respect to our outstanding senior securities representing indebtedness\nis at least equal to 300% immediately thereafter. In addition, while any senior securities remain outstanding, we must make provisions\nto prohibit any distribution to our stockholders or the repurchase of such securities or shares unless we meet the applicable asset coverage\nratios at the time of the distribution or repurchase. We may also borrow amounts up to 5% of the value of our gross assets for temporary\nor emergency purposes without regard to asset coverage.

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Compliance Policies and Procedures

We and our Adviser have adopted and implemented\nwritten policies and procedures reasonably designed to prevent violation of the federal securities laws and are required to review these\ncompliance policies and procedures annually for their adequacy and the effectiveness of their implementation. Our chief compliance officer\nis responsible for administering these policies and procedures.

Other

We will be periodically examined by the SEC for\ncompliance with the 1940 Act.

We are required to provide and maintain a bond\nissued by a reputable fidelity insurance company to protect us against larceny and embezzlement. We are prohibited from protecting any\nDirector or officer against any liability to us or our stockholders arising from willful misconduct, bad faith, gross negligence or reckless\ndisregard of the duties involved in the conduct of such person’s office.

Sarbanes-Oxley Act of 2002

The Sarbanes-Oxley Act of 2002 imposes a wide\nvariety of regulatory requirements on publicly-held companies and their insiders. Many of these requirements affect us. For example:

\n \n \n \n

●	pursuant to Rule 30a-2 of the 1940 Act, our chief executive officer and chief financial officer must certify the accuracy of the financial statements contained in our periodic reports;

\n \n \n \n

●	pursuant to Item 16 of Form N-CSR, our periodic reports must disclose our conclusions about the effectiveness of our disclosure controls and procedures; and

\n \n \n \n

●

pursuant to Item 16 of Form N-CSR, our periodic reports must disclose whether there were significant changes in our internal controls over financial reporting or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

The Sarbanes-Oxley Act requires us to review our\ncurrent policies and procedures to determine whether we comply with the Sarbanes-Oxley Act and the regulations promulgated thereunder.\nWe will continue to monitor our compliance with all regulations that are adopted under the Sarbanes-Oxley Act and will take actions necessary\nto ensure that we are in compliance therewith.

PRICE RANGE OF COMMON STOCK AND DISTRIBUTIONS

Market Information

Since May 11, 2026, our common stock has traded\non the Exchange under the symbol “BOT”. Shares of closed-end funds frequently trade at prices lower than their NAV. The possibility\nthat our shares of common stock will trade at a discount from NAV per share or at premiums that are unsustainable over the long term are\nseparate and distinct from the risk that our NAV per share will decrease. We cannot predict whether shares of our common stock will trade\nat, above or below NAV. In addition to NAV, the market price of shares of our common stock may be affected by such factors as our dividend\nstability and dividend levels, which are in turn affected by expenses, and market supply and demand. On October 2, 2026, the last reported\nclosing price of our common stock on the Exchange was $29.33 per share, which represented a premium of approximately 158.4% to our NAV per\nshare of $11.35 as of August 31, 2026

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The following table lists\nthe high and low closing sale price for our common stock for each full quarter since May 11, 2026.

High

Low

Sales Price

Premium

(Discount)

Net Asset

Price Range

to Net Asset

Period

Value⁽¹⁾

High

Low

Value⁽²⁾

Year ended August 31, 2026

4^th Quarter (ended August 31, 2026)

11.35

41.74

22.86

267.75%

101.41%

\n \n \n \n

(1)	For purposes of this table, the NAV per shares is shown as of the last day in the relevant quarter and therefore may not reflect the NAV per share on the date of the high and low sales prices. The NAV shown is based on outstanding shares at the end of each period.

\n \n \n \n

(2)	Calculated as the respective high or low closing sales price less net asset value, divided by net asset value (in each case, as of the applicable quarter).

Distribution Policy

The timing and amount of our distributions, if\nany, will be determined by our Board. Any distributions to our shareholders will be declared out of assets legally available for distribution.\nWe intend to focus on making investments that provide the opportunity for capital gains. As a consequence, we do not anticipate that we\nwill pay distributions on a quarterly or other basis or become a predictable distributor of distributions, and we expect that our distributions,\nif any, will be much less consistent than the distributions of companies that primarily make debt investments. The specific tax characteristics\nof our distributions will be reported to shareholders after the end of the calendar year. Future dividends, if any, will be determined\nby our Board.

DISTRIBUTION REINVESTMENT PLAN

We have established an “opt-out” distribution\nreinvestment plan that provides for reinvestment of our dividends and other distributions on behalf of our shareholders in additional\nShares. As a result, if our Board authorizes, and we declare, a cash dividend or other distribution, our shareholders’ distributions\nwill be automatically reinvested in additional shares, unless they specifically opt-out of the distribution reinvestment plan to receive\ntheir cash dividends or distributions in cash.

No action will be required on part of a shareholder\nto have its cash dividends or distributions reinvested in shares. A shareholder may elect to have its entire distribution reinvested\nin cash by electing to opt out of the Fund’s distribution reinvestment plan. To opt out of the plan, a shareholder must provide\nnotice to the Computershare Trust Company, N.A. (the “Plan Administrator”) prior to any dividend/distribution record date.\nIf the Plan Administrator receives your request to opt-out on or after the record date for a dividend, the Plan Administrator may either\npay the dividend in cash or reinvest it under the Plan on the next investment date on your behalf. If reinvested, the Plan Administrator\nmay sell the shares purchased and send the proceeds to you, less any applicable fees. Shareholders may contact the Plan Administrator\nas follows: at www.computershare.com/investor; by calling 1-877-373-6374 (U.S. and Canada)\nor 1-781-575-2879 (outside U.S. and Canada); or by writing Computershare Trust Company, N.A., P.O. Box 43006, Providence, RI 02940-3006.\nBe sure to include your name, address, daytime phone number, account social security or tax I.D. number and a reference to RoboStrategy,\nInc. on all correspondence.

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Those shareholders whose shares are held by a\nbroker or other financial intermediary may also opt out of the distribution reinvestment plan by notifying their broker or other financial\nintermediary of their election.

Shareholders who receive dividends and other distributions\nin the form of shares are generally subject to the same U.S. federal, state and local tax consequences as are shareholders who elect to\nreceive their dividends and distributions in cash. However, for shareholders whose cash distributions are reinvested in shares, such shareholder\nwill not receive cash with which to pay applicable taxes on reinvested dividends and distributions. A shareholder’s adjusted tax\nbasis for determining gain or loss upon the sale of shares received in a dividend or distribution from us will generally be equal to the\ncash that would have been received if the shareholder had received the dividend or distribution in cash. Any shares received in a dividend\nor distribution will have a new holding period for tax purposes commencing on the day following the day on which the shares are credited\nto the U.S. shareholder’s account.

The distribution reinvestment plan will be terminable\nby us upon notice in writing mailed to each shareholder of record.

CALCULATION OF NET ASSET VALUE

The Fund calculates its NAV (i) as of the close\nof business on the last business day of each month, (ii) in connection with any issuance of shares in accordance with Section 23(b) of\nthe 1940 Act, (iii) as of each date that a Share is repurchased, (iv) as of the date of any distribution, and (v) at such other times\nas the Board or the Adviser’s valuation committee shall determine in accordance with the Fund’s valuation policies and procedures\n(each, a “Determination Date”). In determining its NAV, the Fund values its investments as of the relevant Determination Date.\nThe NAV of the Fund equals, unless otherwise noted, the value of the total assets of the Fund, less all of its liabilities, including\naccrued fees and expenses, each determined as of the relevant Determination Date.

The 1940 Act requires the Fund to determine the\nvalue of its portfolio securities using market quotations when “readily available,” and when market quotations are not readily\navailable, portfolio securities must be valued at fair value, as determined in good faith by the Fund’s Board. As stated in Rule\n2a-5 under the 1940 Act, determining fair value in good faith requires (i) assessment and management of risks, (ii) establishment of fair\nvalue methodologies, (iii) testing of fair value methodologies, and (iv) evaluation of pricing services. Under Rule 2a-5, a fund’s\nboard may designate the fund’s adviser as “valuation designee” to perform fair value determinations. The Board, including\na majority of the Directors who are not “interested persons” of the Fund, as such term is defined in the 1940 Act, has designated\nthe Adviser to perform fair value determinations and act as “valuation designee” for the Fund’s investments.

Standards For Fair Value Determinations.\nAs a general principle, the fair value of a security is the amount that the Fund might reasonably expect to realize upon its current sale.\nThe Fund has adopted Financial Accounting Standards Board Statement of Financial Accounting Standards Codification Topic 820, Fair Value\nMeasurements and Disclosures (“ASC 820”). In accordance with ASC 820, fair value is defined as the price that the Fund would\nreceive upon selling an investment in a timely transaction to an independent buyer in the principal or most advantageous market of the\ninvestment. ASC 820 establishes a three-tier hierarchy to maximize the use of observable market data and minimize the use of unobservable\ninputs and to establish classification of fair value measurements for disclosure purposes. Inputs refer broadly to the assumptions that\nmarket participants would use in pricing the asset or liability, including assumptions about risk, for example, the risk inherent in a\nparticular valuation technique used to measure fair value including such a pricing model and/or the risk inherent in the inputs to the\nvaluation technique. Inputs may be observable or unobservable. Observable inputs are inputs that reflect the assumptions market participants\nwould use in pricing the asset or liability developed based on market data obtained from sources independent of the reporting entity.\nUnobservable inputs are inputs that reflect the reporting entity’s own assumptions about the assumptions market participants would\nuse in pricing the asset or liability, developed based on the best information available under the circumstances.

Various inputs are used in determining the value\nof each of the Fund’s investments relating to ASC 820. These inputs are summarized in the three broad levels listed below.

\n \n \n \n

Level 1

quoted prices in active markets for identical securities.

\n \n \n \n

Level 2

other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.).

\n \n \n \n

Level 3

significant unobservable inputs (including the Fund’s own assumptions in determining the fair value of investments).

The values of the Fund’s portfolio securities\nwill be based on market prices if readily available. A market quotation is readily available only when that quotation is a quoted price\n(unadjusted) in active markets for identical investments that the Fund can access at the measurement date, provided that a quotation will\nnot be readily available if it is not reliable. Price information on listed securities will be taken from the exchange where the security\nis primarily traded.

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If a market quotation for a security is not readily\navailable (as is generally the case with private companies) or the Adviser believes it does not otherwise accurately reflect the market\nvalue of the security at the time the Fund calculates its NAV, the security will be fair valued by the Adviser in accordance with the\nvaluation policies and procedures approved by the Board. As a general principle, the fair value of a security or other asset is the price\nthat would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement\ndate. If the Adviser determines that fair valuation would be appropriate and would result in a measurement that is equally or more representative\nof fair value or is required, the Adviser may value the security or asset based on its consideration of one or more of a proscribed set\nof factors, to the extent relevant and available under the circumstance. The valuation policies and procedures govern the Adviser’s\nselection and application of methodologies for determining and calculating the fair value of Fund investments. Fair value pricing involves\nsubjective judgments and it is possible that a fair value determination for a security may be materially different than the value that\ncould be realized upon the sale of the security.

With respect to the Fund’s investments in\nSPVs, the Adviser values such investments based on the same methodologies used to value direct equity investments in private companies.\nThe Adviser considers information including, but not limited to, the financial condition of the underlying portfolio company, recent financing\nrounds, current and forecasted earnings, any private secondary market trading activity, industry and business prospects, and any broker\nquotes to the extent available. Valuations of SPV investments are adjusted to account for management fees and any carried interest associated\nwith the SPV and are further adjusted based on the volume of secondary market activity.

In considering whether fair valuation is required\nand in determining fair values, the Adviser may, among other things, consider significant events (which may be considered to include changes\nin the value of U.S. securities or securities indexes) that occur after the close of the relevant market and before the New York Stock\nExchange close. A significant event is an event that will, with a reasonably high probability, materially affect the value of a security\nsince the closing price of the security was established on an exchange or market, but before the Fund’s NAV calculation. Significant\nevents may relate to a single issuer, multiple issuers or to an entire market sector. Significant events generally would be those that\nare readily ascertainable in the ordinary course of business.

The Valuation Designee may also utilize one or\nmore pricing services or valuation firms to assist in determining a fair value for a security or asset, and may obtain the assistance\nof others, including, without limitation, the Fund’s accounting agent and an outside independent pricing service in fulfilling its\nresponsibilities.

Prospective investors should be aware that situations\ninvolving uncertainties as to the value of portfolio positions could have an adverse effect on the Fund’s NAV and the Fund if the\njudgments of the Board or the Adviser regarding appropriate valuations should prove incorrect.

CONTROL PERSONS AND PRINCIPAL SHAREHOLDERS

Beneficial ownership is determined in accordance\nwith the rules and regulations of the SEC. These rules generally provide that a person is the beneficial owner of securities if such person\nhas or shares the power to vote or direct the voting thereof, or to dispose or direct the disposition thereof or has the right to acquire\nsuch powers within 60 days. The following table sets forth the beneficial ownership as indicated in the Fund’s books and records\nof each current Director, the Fund’s officers, the officers and Directors as a group, and each person known to us to beneficially\nown 5% or more of the outstanding shares of our common stock.

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The table shows such ownership as of September\n29, 2026.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

*Name and Address*	*Shares owned*	*Percentage⁽¹⁾*
Interested Directors
Andrew Kang^(2)*	9,870,372	40.31%
Marc Weinstein^(3)*	996,031	4.07%
Independent Directors
Nicolas Carter*	10,000	0.04%
J. Michael Fields*	10,000	0.04%
Alex Yeh*	0	0
Officers
Lance Baker \nP.O. Box 847 \nMorrisville, North Carolina 27560	0	0
Andy Chica \nP.O. Box 847 \nMorrisville, North Carolina 27560	0	0
All officers and Directors as a group (7 persons)	10,866,403	44.46%

\n\n

The address for this Director and/or officer is c/o 151 Calle de San Francisco, Suite 200, San Juan,\n Puerto Rico 00901.

\n \n \n \n

(1)	Percentage based on 24,486,741 shares issued and outstanding as of September 29, 2026.

\n \n \n \n

(2)

Andrew Kang is the beneficial owner of 2,054,000 shares of the Fund\n held directly, and 3,725,000 shares of the Fund through Dry Thunder LLC, 1,774,685 shares of the Fund through Android 20 LLC and,\n 2,027,687 shares of the Fund through Android 21 LLC, and 289,000 shares of the Fund through FP Strategies LLC and its subsidiary,\n each of which he controls.

\n \n \n \n

(3)	Marc Weinstein is the beneficial owner of 750,000 shares of the Fund through Satya Management LLC and 195,031 shares of the Fund through Satya Robo Holdings LLC, each of which he controls. He is also the beneficial owner of 51,000 shares of the Fund through FP Strategies LLC and its subsidiary.

PORTFOLIO TRANSACTIONS AND BROKERAGE

Since the Fund intends to generally acquire and\ndispose of its investments in privately negotiated transactions, it expects to infrequently use brokers in the normal course of its business.\nSubject to policies established by the Board, the Adviser will be responsible for the execution of the publicly traded securities portion\nof the Fund’s portfolio transactions, if any, and the allocation of brokerage commissions. The Adviser will seek to obtain the best\nnet results for the Fund, taking into account such factors as price (including the applicable brokerage commission or dealer spread),\nsize of order, difficulty of execution and operational facilities of the firm and the firm’s risk and skill in positioning blocks\nof securities. While the Adviser will generally seek reasonably competitive trade execution costs, the Fund will not necessarily pay the\nlowest spread or commission available. Subject to applicable legal requirements, the Adviser may select a broker based partly upon brokerage\nor research services provided to it and the Fund and any other clients. In return for such services, the Fund may pay a higher commission\nthan other brokers would charge if the Adviser determines in good faith that such commission is reasonable in relation to the services\nprovided.

PROXY VOTING POLICIES AND PROCEDURES

The Fund has delegated the voting of proxies in\nrespect of portfolio holdings to the Adviser to vote the proxies in accordance with the Adviser’s proxy voting guidelines and procedures.\nIn general, the Adviser believes that voting proxies in accordance with the policies described below will be in the best interests of\nthe Fund.

The Adviser generally votes to support\nmanagement recommendations relating to routine matters, such as the election of board members (where no corporate governance issues\nare implicated) or the selection of independent auditors. The Adviser generally votes in favor of management or investor proposals\nthat the Adviser believes will maintain or strengthen the shared interests of investors and management, increase value for investors\nand maintain or increase the rights of investors. On non-routine matters, the Adviser generally votes in favor of management\nproposals for mergers or reorganizations and investor rights plans, so long as it believes such proposals are in the best economic\ninterests of the Fund. In exercising its voting discretion, the Adviser seeks to avoid any direct or indirect conflict of interest\npresented by the voting decision.

Information regarding how the Fund voted proxies\nrelating to portfolio securities held by the Fund during the most recent 12-month period ending June 30 will be available (1) without\ncharge, upon request, by calling the Fund at 787-722-6881; (2) on the Fund’s website (https://www.robostrategy.co/); (3) by emailing\nir@fpstrategies.io; and (4) on the SEC’s website at www.sec.gov. In addition, copies of the Fund’s proxy voting policies and\nprocedures are also available by calling 787-722-6881 and will be sent within three business days of receipt of a request.

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ADMINISTRATOR, CUSTODIAN AND TRANSFER AGENT

Administrator and Accounting Agent

U.S. Bancorp Fund Services, LLC doing business\nas U.S. Bancorp Global Fund Services, LLC (the “Administrator”) with offices located at 777 East Wisconsin Avenue, 4^th\nFloor, Milwaukee, WI 53212, serves as administrator and accounting agent for the Fund. For its services, the Administrator is paid a fee\nbased upon a percentage of the average net assets of the Fund, subject to a minimum annual fee, as well as certain fixed fees and expenses.\nDuring the fiscal year ended August 31, 2026, the Fund paid the administrator $145,618 in administration fees.

Transfer Agent

Computershare Trust Company, N.A. (the “Transfer\nAgent”) located at 150 Royall Street, Canton, Massachusetts 02021, serves as transfer agent and registrar for the Fund pursuant\nto a Transfer Agency and Service Agreement between the Fund, the Transfer Agent and Computershare, Inc. During the fiscal year ended August\n31, 2026, the Fund paid the Transfer Agent $85,305 in transfer agency fees.

Custodian

U.S. Bank, N.A. (the “Custodian”),\nwith principal offices at 1555 North RiverCenter Drive, Suite 302, Milwaukee, WI 53212, serves as custodian for the securities and cash\nof the Fund’s portfolio. Under a Custody Agreement, the Custodian holds the Fund’s assets in safekeeping and keeps all necessary\nrecords and documents relating to its duties.

LEGAL MATTERS

Eversheds Sutherland (US) LLP, located at 700\nSixth Street, N.W., Suite 700, Washington, DC 20001, serves as our legal counsel. Certain legal matters regarding the validity of the\nsecurities offered hereby will be passed upon for us by [ ] located at [ ].

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

[_], whose principal business address is located\nat [_], serves as the Fund’s independent registered public accounting firm, providing audit services.

AVAILABLE INFORMATION

We have filed with the SEC a registration statement\non Form N-2, together with all amendments and related exhibits, under the Securities Act, with respect to the securities offered by this\nProspectus. The registration statement contains additional information about us and the securities being offered by this Prospectus.

We file with or submit to the SEC annual, semi-annual,\nand monthly reports, proxy statements and other information meeting the informational requirements of the Exchange Act and the 1940 Act.\nThe SEC maintains an internet site that contains reports, proxy and information statements and other information filed electronically\nby us with the SEC which are available on the SEC’s website at http://www.sec.gov. This information will also be available free\nof charge by contacting us by telephone at 787-722-6881, or on our website at https://www.robostrategy.co.

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INCORPORATION\nOF CERTAIN INFORMATION BY REFERENCE

As noted above, this prospectus\nis part of a registration statement that we have filed with the SEC. We are allowed to “incorporate by reference” the information\nthat we file with the SEC, which means that we can disclose important information to you by referring you to those documents. The information\nincorporated by reference is considered to be part of this prospectus, and later information that we file with the SEC will automatically\nupdate and supersede this information.

We incorporate by reference\nany future filings (including those made after the date of the filing of the registration statement of which this prospectus is a part)\nwe will make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act or pursuant\nto Rule 30b2-1 under the 1940 Act including any filings on or after the date of this prospectus from the date of filing (excluding\nany information furnished, rather than filed), until we have sold all of the offered securities to which this prospectus and any accompanying\nprospectus supplement relates or the offering is otherwise terminated. The information incorporated by reference is an important part\nof this prospectus. Any statement in a document incorporated by reference into this prospectus will be deemed to be automatically modified\nor superseded to the extent a statement contained in (1) this prospectus or (2) any other subsequently filed document that is incorporated\nby reference into this prospectus modifies or supersedes such statement. The documents incorporated by reference herein include:

\n\n

our Annual Report on Form N-CSR for the fiscal year ended August 31,\n2026, filed with the SEC on [_],\n2026;

\n\n

our Semi-Annual Report on Form N-CSR for the fiscal period ended\nFebruary 28, 2026, filed with the SEC on May 8, 2026;

\n\n

our Definitive\nProxy Statement on Schedule 14A for the annual meeting of the stockholders, filed with the SEC on [_];

\n\n

the description of our Common Stock referenced in our Registration Statement on Form 8-A, as\nfiled with the SEC on March 17, 2026, as amended;

Our periodic reports filed\npursuant to Section 30(b)(2) of the 1940 Act and Sections 13 or 15(d) of the Exchange Act, as well as this prospectus are available on\nour website at https://robostrategy.co. Information contained on our website is not incorporated into this prospectus and you should\nnot consider information contained on our website to be part of this prospectus. You may also request a copy of these filings (other than\nexhibits, unless the exhibits are specifically incorporated by reference into these documents) at no cost by writing or calling [Investor\nRelations] at the following address and telephone number:

RoboStrategy, Inc.

151 Calle de San Francisco, Suite 200

San Juan, PR 00901

(787) 722-6881

You should rely only on the\ninformation incorporated by reference or provided in this prospectus or any prospectus supplement. We have not authorized anyone to provide\nyou with different or additional information, and you should not rely on such information if you receive it. We are not making an offer\nof or soliciting an offer to buy, any securities in any state or other jurisdiction where such offer or sale is not permitted. You should\nnot assume that the information in this prospectus or in the documents incorporated by reference herein is accurate as of any date other\nthan the date on the front of this prospectus or those documents.

FINANCIAL STATEMENTS

[The Fund’s audited financial\nstatements and financial highlights for the fiscal year ended August 31, 2026 (including the report of [ ], the Fund’s\nindependent registered public accounting firm) included in the Fund's annual report on Form N-CSR (the “Annual Report”)\nare incorporated by reference into this prospectus.] The Fund’s unaudited financial statements for the fiscal period ended\nFebruary 28, 2026 included in the Fund's semi-annual report on Form N-CSRS (the “Semi-Annual Report”) are incorporated\nherein by reference into this prospectus. You may obtain the [Annual Report and] Semi-Annual Report free of charge by calling (787)\n722-6881 or visiting our website located at www.robostrategy.co.

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PROSPECTUS

ROBOSTRATEGY, INC.

$[_]

Common Stock

Preferred Stock

Subscription Rights\n

Debt Securities

_____, 2026

PART C - OTHER INFORMATION

ITEM 25. FINANCIAL STATEMENTS AND EXHIBITS

(1) Financial Statements:

[The Registrant's financial highlights for the fiscal period ended August 31, 2026 included in the Fund's annual report on Form N-CSR for the fiscal period ended August 31, 2026 are incorporated by reference into this Registration Statement in the section \"Financial Highlights.\" The Registrant’s Financial Statements and the report of the Registrant’s independent public accounting firm included in the Registrant’s annual report for the fiscal year ended August 31, 2026, are incorporated by reference into this Registration Statement in the section entitled “Financial Statements.” The Registrant’s Unaudited Financial Statements included in the Registrant’s semi-annual report for the fiscal period ended February 28, 2026, are incorporated by reference into this Registration Statement in the section entitled “Financial Statements.”]

(2) Exhibits:

(a)	Articles of Amendment and Restatement⁽¹⁾
(b)	Amended and Restated Bylaws⁽⁴⁾
(c)	Not Applicable
(d)	Not Applicable
(e)	Distribution Reinvestment Plan⁽²⁾
(f)	Not Applicable
(g)	Amended and Restated Investment Advisory Agreement⁽²⁾
(h)	Not Applicable
(i)	Not Applicable
(k)	Custody Agreement⁽¹⁾
(k)(1)	Fund Servicing Agreement⁽¹⁾
(k)(2)	License Agreement⁽¹⁾
(k)(3)	Form of Securities Purchase Agreement used in certain private investment in public equity transactions entered into by the Registrant between June 11, 2026, and June 30, 2026⁽⁶⁾
(k)(4)	Form of Registration Rights Agreement used in certain private investment in public equity transactions entered into by the Registrant between June 11, 2026, and June 30, 2026⁽⁶⁾
(k)(5)	Placement Agency Agreement by and between Titan Partners Group LLC, a division of American Capital Partners, LLC, and the Registrant, dated June 29, 2026. Exhibit A - Securities Purchase Agreement dated as of June 29, 2026, by and between Anson Investments Master Fund LP, Anson East Master Fund LP, and Anson East Opportunities Master Fund LP, and the Company⁽⁶⁾
(k)(6)	Purchase Agreement by and among the Registrant, Roth Principal Investments, LLC, and FP Strategies, LLC, dated May 11, 2026⁽⁵⁾
(k)(7)	Registration Rights Agreement by and between the Registrant and Roth Principal Investments, LLC, dated May 11, 2026⁽⁵⁾
(l)	Opinion of Counsel^**
(m)	Not Applicable
(n)	Consent of Independent Registered Public Accounting Firm**
(o)	Not Applicable
(p)	Not Applicable
(q)	Not Applicable
(r)	Code of Ethics of Registrant and Adviser⁽¹⁾
(s)	Fee Table*
(t)	Power of Attorney*

\n \n \n \n \n \n \n \n \n \n

*	Filed herewith

**	To be filed with subsequent amendment

\n \n \n \n\n\n \n \n\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

(1)	Incorporated by reference to the Registrant’s Registration Statement on Form N-2 (File No. 811-24118), filed on September 9, 2025

(2)	Incorporated by reference to the Registrant’s Registration Statement on Form N-2 (File Nos. 811-24118 and 333-291400) filed on January 26, 2026.

(3)	Incorporated by reference to the Registrant’s Registration Statement on Form N-2 (File Nos. 811-24118 and 333-291400) filed on March 9, 2026.

(4)	Incorporated by reference to the Registrant’s Registration Statement on Form N-2 (File Nos. 811-24118 and 333-291400) filed on April 30, 2026.

(5)	Incorporated by reference to the Registrant’s Registration Statement on Form N-2 (File Nos. 811-24118 and 333-295823) filed on May 13, 2026.

(6)	Incorporated by reference to the Registrant’s Registration Statement on Form N-2 (File Nos. 811-24118 and 333-297289) filed on July 7, 2026.

ITEM 26. MARKETING ARRANGEMENTS

Not Applicable.

C-1

ITEM 27. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the estimated expenses\nto be incurred in connection with the offering described in this registration statement. All figures are estimates.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

SEC Registration Fees	$	85,000
Printing	$	2,500
Legal	$	25,000
Accounting	$	0
Miscellaneous	$	10,000
Total	$	122,500

ITEM 28. PERSONS CONTROLLED BY OR UNDER COMMON\nCONTROL

No person is directly or indirectly under common\ncontrol with Registrant, except that the Registrant may be deemed to be controlled by FP Strategies LLC (d/b/a RoboStrategy Advisors)\n(the “Adviser”), the investment adviser to the Registrant. The Adviser was formed under the laws of the State of Puerto Rico\nin 2025. Additional information regarding the Adviser is set out in its Form ADV, as filed with the Securities and Exchange Commission\n(SEC File No. 801-134211).

ITEM 29. NUMBER OF HOLDERS OF SECURITIES

Set forth below is the number of holders of securities\nof the Registrant as of September 29, 2026:

\n \n \n \n \n \n \n

Title of Class		Number of Record Holders
Common Stock			118

ITEM 30. INDEMNIFICATION

Section 2-418 of the Maryland General Corporation\nLaw allows for the indemnification of officers, directors and any corporate agents in terms sufficiently broad to indemnify these persons\nunder certain circumstances for liabilities, including reimbursement for expenses, incurred arising under the Securities Act. Our certificate\nof incorporation and bylaws provide that we shall indemnify our directors and officers to the fullest extent authorized or permitted by\nlaw and this right to indemnification shall continue as to a person who has ceased to be a director or officer and shall inure to the\nbenefit of his or her heirs, executors and personal and legal representatives; provided, however, that, except for proceedings to enforce\nrights to indemnification, we are not obligated to indemnify any director or officer (or his or her heirs, executors or personal or legal\nrepresentatives) in connection with a proceeding (or part thereof) initiated by the person unless the proceeding (or part thereof) was\nauthorized or consented to by the Board. The right to indemnification conferred includes the right to be paid by us the expenses incurred\nin defending or otherwise participating in any proceeding in advance of its final disposition.

So long as we are regulated under the 1940 Act,\nthe above indemnification is limited by the 1940 Act or by any valid rule, regulation or order of the SEC thereunder. The 1940 Act provides,\namong other things, that a company may not indemnify any director or officer against liability to it or its security holders to which\nhe or she might otherwise be subject by reason of his or her willful misfeasance, bad faith, gross negligence or reckless disregard of\nthe duties involved in the conduct of his or her office unless a determination is made by final decision of a court, by vote of a majority\nof a quorum of directors who are disinterested, non-party directors or by independent legal counsel that the liability for which indemnification\nis sought did not arise out of the foregoing conduct.

The Adviser and its affiliates (each, an\n“Indemnitee”) are not liable to us for (i) mistakes of judgment or for action or inaction that such person reasonably\nbelieved to be in our best interests absent such Indemnitee’s gross negligence, knowing and willful misconduct, or fraud or\n(ii) losses or expenses due to mistakes of judgment, action or inaction, or the negligence, dishonesty or bad faith of any broker or\nother agent of the Fund who is not an affiliate of such Indemnitee, provided that such person was selected, engaged or retained\nwithout gross negligence, willful misconduct, or fraud.

We will indemnify each Indemnitee against any\nliabilities relating to the offering of our common stock or our business, operation, administration or termination, if the Indemnitee\nacted in good faith and in a manner it believed to be in, or not opposed to, our interests and except to the extent arising out of the\nIndemnitee’s gross negligence, fraud or knowing and willful misconduct. We may pay the expenses incurred by the Indemnitee in defending\nan actual or threatened civil or criminal action in advance of the final disposition of such action, provided the Indemnitee agrees to\nrepay those expenses if found by adjudication not to be entitled to indemnification.

Insofar as indemnification for liability arising\nunder the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions,\nor otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities\nAct and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by\nus of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action,\nsuit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, we\nwill, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction\nthe question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the\nfinal adjudication of such issue.

C-2

ITEM 31. BUSINESS AND OTHER CONNECTIONS OF\nADVISER

A description of any other business, profession,\nvocation, or employment of a substantial nature in which the Adviser, and each managing director, executive officer or partner of the\nAdviser, is or has been, at any time during the past two fiscal years, engaged in for his or her own account or in the capacity of director,\nofficer, employee, partner or trustee, is set out in the prospectus in the section entitled “Management of the Fund.” The\ninformation required by this Item 31 with respect to each director, officer or partner of the Adviser is incorporated by reference to\nForm ADV with the Securities and Exchange Commission pursuant to the Investment Advisers Act of 1940, as amended (File No. 801-134211).

ITEM 32. LOCATION OF ACCOUNTS AND RECORDS

All accounts, books and other documents required\nto be maintained by Section 31(a) of the 1940 Act, and the rules thereunder are maintained at the offices of:

The Fund

151 Calle de San\nFrancisco

Suite 200

San Juan, Puerto\nRico 00901

Transfer Agent

150 Royall Street

Canton, Massachusetts\n02021

Custodian

1555 North RiverCenter\nDrive

Suite 302

Milwaukee, WI\n53212

Adviser

151 Calle de San\nFrancisco

Suite 200

San Juan, Puerto\nRico 00901

Administrator

777 East Wisconsin\nAvenue

4th Floor

Milwaukee, WI 53212

ITEM 33. MANAGEMENT SERVICES

Not Applicable

ITEM 34. UNDERTAKINGS

\n \n \n \n

(1)

We undertake to suspend the offering of shares until the prospectus is amended if (1) subsequent to the effective date of its registration statement, the net asset value declines more than 10% from its net asset value as of the effective date of the registration statement; or (2) the net asset value increases to an amount greater than the net proceeds as stated in the prospectus.

\n \n \n \n

(2)	Not Applicable.

\n \n \n \n

(3)	Not Applicable.

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\n \n \n \n

(4)	We undertake that:

\n \n \n \n

For the purpose of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by us pursuant to Rule 424(b)(1) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

\n \n \n \n

For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

\n \n \n \n

(5)	Not Applicable.

\n \n \n \n

(6)

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

\n \n \n \n

(7)	The Registrant undertakes to send by first class mail or other means designed to ensure equally prompt delivery, within two business days of receipt of a written or oral request, any prospectus or Statement of Additional Information.

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SIGNATURES

Pursuant to the requirements of the Securities\nAct of 1933 and the Investment Company Act of 1940, the Registrant has duly caused this Registration Statement on Form N-2 to be signed\non its behalf by the undersigned, thereunto duly authorized, in San Juan, Puerto Rico, on the 9^th day of October 2026.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

	RoboStrategy, Inc.

	/s/ Andrew Kang
	By:	Andrew Kang
	Title:	President and Chief Executive Officer

Pursuant to the requirements of the Securities\nAct of 1933, as amended, this Registration Statement on Form N-2 has been signed below by the following persons in the capacities indicated\non the 9^th day of October 2026.

Signature		Title

* J. Michael Fields		Director
J. Michael Fields

* Alex Yeh		Director
Alex Yeh

* Nicolas Carter		Director
Nicolas Carter

/s/ Marc Weinstein		Director
Marc Weinstein

/s/ Andrew Kang		Director, President (Principal Executive Officer) and Chief Executive Officer
Andrew Kang

/s/ Lance Baker		Chief Financial Officer
Lance Baker		(Principal Financial Officer and Principal Accounting Officer)

* /s/ Marc Weinstein
Marc Weinstein
Attorney-in-Fact, pursuant to a power of attorney filed herewith.

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EXHIBIT INDEX

\n \n \n \n

(s)

Fee Table

\n \n \n \n

(t)	Power of Attorney

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