Form 486BPOS Callodine Specialty Inco

As filed with the Securities and Exchange Commission on April 30, 2026

1933 Act File No. 333-280841

1940 Act File No. 811-23984

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-2

Callodine Specialty Income Fund

(Exact Name of Registrant as Specified in Charter)

c/o UMB Fund Services, Inc.

235 West Galena Street

Milwaukee, WI 53212

(Address of Principal Executive Offices)

414-299-2217

(Registrant’s Telephone Number)

Ann Maurer

235 West Galena Street

Milwaukee, WI 53212

(Name and Address of Agent for Service)

Copy to:

Joshua B. Deringer, Esq.

Faegre Drinker Biddle & Reath LLP

One Logan Square, Ste. 2000

Philadelphia, PA 19103-6996

215-988-2700

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED PUBLIC OFFERING:

AS SOON AS PRACTICABLE AFTER THE DATE ON WHICH THIS REGISTRATION STATEMENT BECOMES EFFECTIVE

_____________________________________________________________________________________________

It is proposed that this filing will become effective (check appropriate box)

If appropriate, check the following box:

Check each box that appropriately characterizes the Registrant:

CALLODINE SPECIALTY INCOME FUND

PROSPECTUS

Class I Shares (CALIX)

Class A Shares (CALLX)

Class C Shares (CALSX)

April 30, 2026

Callodine Specialty Income Fund (the “Fund”) is a newly organized Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), as a non-diversified, closed-end management investment company. The Fund continuously offers its shares of beneficial interest (“Shares”) and operates as an interval fund.

The Fund operates under an Agreement and Declaration of Trust dated July 12, 2024 (the “Declaration of Trust”). Callodine Capital Management, LP serves as the investment adviser (the “Investment Adviser”) of the Fund. The Investment Adviser is an investment adviser registered with the Securities and Exchange Commission (the “SEC”) under the Investment Advisers Act of 1940, as amended. The Fund has qualified and intends to continue to qualify and elect to be treated as a regulated investment company under the Internal Revenue Code of 1986, as amended (the “Code”).

Total Offering(1)

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(1)      Distribution Services, LLC (the “Distributor”) acts as the principal underwriter of the Fund’s Shares. An indefinite amount of Shares are being offered on a commercially reasonable efforts basis through the Distributor and may also be offered through other brokers or dealers that have entered into selling agreements with the Distributor. The Investment Adviser pays the Distributor out of its own resources a fee for certain distribution-related services. The Investment Adviser, the Distributor and/or its affiliates may make payments to selected affiliated or unaffiliated third parties (including the parties who have entered into selling agreements with the Distributor) from time to time in connection with the distribution of Shares and/or the servicing of Shareholders (as defined herein) and/or the Fund. These payments will be made out of the Investment Adviser’s and/or affiliates’ own assets and will not represent an additional charge to the Fund. The amount of such payments may be significant in amount and the prospect of receiving any such payments may provide such third parties or their employees with an incentive to favor sales of Shares of the Fund over other investment options. See “DISTRIBUTOR.” The minimum initial investment in Class I Shares by any Class I investor is $250,000, the minimum initial investment in Class A Shares by any Class A investor is $25,000, and the minimum initial investment in Class C Shares by any Class C investor is $25,000. However, the Fund, in its sole discretion, may accept investments below these minimums. See “FUND SUMMARY — The Offering.”

(2)      Sales charge may be reduced, modified or waived by the Fund or Investment Adviser for any Shareholder.

(3)      The Fund’s initial offering expenses are described under “FUND FEES AND EXPENSES” below.

This prospectus (the “Prospectus”) applies to the offering of three separate classes of shares in the Fund, designated as Class I Shares, Class A Shares, and Class C Shares. The Fund has received an exemptive order from the SEC that permits the Fund to offer more than one class of Shares. The Shares will be offered in a continuous offering. The Shares will generally be offered for purchase on any business day, which is any day the New York Stock Exchange is open for business, in each case subject to any applicable sales charges and other fees, as described herein. The Shares will be issued at NAV per Share.

The Fund’s primary investment objective is to seek to provide high current income by investing directly or indirectly in a range of corporate, real estate and alternative credit opportunities. The Fund’s secondary investment objective is to seek to provide capital preservation. Under normal market conditions, the Fund will seek to achieve its investment objectives by sourcing yield through a combination of interest, royalties, rent, dividends and fees through investments in a variety of income-producing asset classes. Specifically, the Fund will target investments in asset-based lending, real estate lending, life sciences finance, direct lending, entertainment lending, aviation finance, high yield debt and yielding equity securities. See “INVESTMENT OBJECTIVES AND STRATEGIES — INVESTMENT STRATEGIES AND OVERVIEW OF INVESTMENT PROCESS.”

The Investment Adviser believes that by investing across multiple credit strategies, the Fund can achieve its investment objectives while demonstrating less correlation and lower volatility than if each investment strategy was pursued on a stand-alone basis. In pursuing its investment objectives, the Fund uses a “multi-strategy” approach whereby each credit sub-strategy will be managed by the Investment Adviser or by an affiliated sub-adviser (each, a “Sub-Adviser”) with expertise in implementing that sub-strategy. The engagement of each current Sub-Adviser has been approved by the Board of Trustees (the “Board”) and the initial Shareholder or Shareholders of the Fund. The Fund’s engagement of a new sub-adviser will be subject to an approval of the Board and an approval by the holders of a majority of outstanding Shares (as defined in the Investment Company Act). The Fund’s investment program is speculative and entails substantial risks. There can be no assurance that the Fund’s investment objectives will be achieved or that its investment program will be successful. Investors should consider the Fund as a supplement to an overall investment program and should invest only if they are willing to undertake the risks involved. Investors could lose some or all of their investment (see “PRINCIPAL RISK FACTORS” BEGINNING ON PAGE 20).

No holder of Shares (each, a “Shareholder”) will have the right to require the Fund to redeem its Shares. The Fund is a closed-end investment company operating as an “interval fund” and, as such, has adopted a fundamental policy to make quarterly repurchase offers, at per-class net asset value (“NAV”), of not less than 5% and not more than 25% of the Fund’s outstanding Shares on the repurchase request deadline. The time between the notification to Shareholders and the repurchase request deadline is generally expected to be thirty (30) days, but may vary from no more than forty-two (42) days to no less than twenty-one (21) days. Payment for shares tendered for repurchase by Shareholders prior to any repurchase request deadline will be made no more than seven (7) days after the repurchase pricing date. If the value of Shares tendered for repurchase exceeds the value the Fund intended to repurchase, the Fund may determine to repurchase less than the full number of Shares tendered. In such event, Shareholders will have their Shares repurchased on a pro rata basis, and tendering Shareholders will not have all of their tendered Shares repurchased by the Fund (see “OFFERS TO REPURCHASE” beginning on page 66 and “REPURCHASE PROCEDURES” beginning on page 67).

This Prospectus is not an offer to sell Shares and is not soliciting an offer to buy Shares in any state or jurisdiction where such offer or sale is not permitted. There is no assurance that you will be able to tender your Shares when or in the amount that you desire. The Fund’s Shares are not listed and the Fund does not currently intend to list its Shares for trading on any national securities exchange. There is not expected to be any secondary trading market in the Shares. The Shares are, therefore, not marketable. Even though the Fund will make quarterly repurchase offers to repurchase a portion of the Shares to try to provide liquidity to shareholders, you should consider the Shares to be illiquid.

This Prospectus concisely provides information that you should know about the Fund before investing. You are advised to read this Prospectus carefully and to retain it for future reference. Additional information about the Fund, including the Fund’s statement of additional information (the “SAI”), dated April 30, 2026, has been filed with the SEC. You may request a free copy of this Prospectus, the SAI, annual report and semi-annual report (when available), and other information about the Fund, and make inquiries without charge by writing to the Fund, c/o UMB Fund Services, Inc., 235 West Galena Street, Milwaukee, WI 53212, by calling the Fund at 1-833-701-2855 or by accessing the Fund’s website at www.callodinefunds.com. The information on the Investment Adviser’s website is not incorporated by reference into this Prospectus and investors should not consider it a part of this Prospectus. The SAI is incorporated by reference into this Prospectus in its entirety. The SEC maintains an internet site that contains reports, proxy and information statements, and other information filed electronically by issuers at the SEC’s website at sec.gov. You may also obtain copies of the SAI, and the annual and semi-annual reports of the Fund, when available, as well as other information about the Fund at sec.gov. You may also email requests for these documents to [email protected]. The address of the SEC’s internet site is provided solely for the information of prospective investors and is not intended to be an active link.

Shares are an illiquid investment.

•        The Fund does not intend to list the Shares on any securities exchange and the Fund does not expect a secondary market in the Shares to develop.

•        You should generally not expect to be able to sell your Shares (other than through the limited repurchase process), regardless of how the Fund performs.

•        Although the Fund is required to and has implemented a Share repurchase program, only a limited number of Shares will be eligible for repurchase by the Fund.

•        You should consider that you may not have access to the money you invest for an indefinite period of time.

•        An investment in the Shares is not suitable for you if you need foreseeable access to the money you invest.

•        Because you will be unable to sell your Shares or have them repurchased immediately, you will find it difficult to reduce your exposure on a timely basis during a market downturn.

•        The amount of distributions that the Fund may pay, if any, is uncertain.

•        A significant portion of the Fund’s underlying investments are expected to be illiquid, and this may limit the number of Shares available for repurchase.

•        The Fund may pay distributions in significant part from sources that may not be available in the future and that are unrelated to the Fund’s performance, such as from offering proceeds, borrowings, and amounts from the Fund’s affiliates that are subject to repayment by investors.

•        An investor will pay a sales load of up to 5.75% on the amounts it invests in Class A Shares. If you pay the maximum aggregate 5.75% for sales load, you must experience a total return on your net investment of 6.10% in order to recover these expenses.

Limited Prior History.    The Fund has limited operating history and the Shares have no history of public trading.

Neither the SEC nor any state securities commission has determined whether this Prospectus is truthful or complete, nor have they made, nor will they make, any determination as to whether anyone should buy these securities. Any representation to the contrary is a criminal offense.

You should not construe the contents of this Prospectus as legal, tax or financial advice. You should consult with your own professional advisers as to legal, tax, financial, or other matters relevant to the suitability of an investment in the Fund.

You should rely only on the information contained in this Prospectus. The Fund has not authorized anyone to provide you with different information. You should not assume that the information provided by this Prospectus is accurate as of any date other than the date shown below.

The Fund’s Shares do not represent a deposit or an obligation of, and are not guaranteed or endorsed by, any bank or other insured depository institution, and are not federally insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board or any other government agency.

THE FUND’S PRINCIPAL UNDERWRITER IS DISTRIBUTION SERVICES, LLC.

The date of this Prospectus is April 30, 2026

TABLE OF CONTENTS

FUND FEES AND EXPENSES

The purpose of the table above is to assist prospective investors in understanding the various fees and expenses Shareholders will bear directly or indirectly. “Other Expenses,” as shown above, is an estimate based on anticipated investments in the Fund and anticipated expenses for the current fiscal year of the Fund’s operations, and includes, among other things, professional fees and other expenses that the Fund will bear, including ongoing offering costs and fees and expenses of the Administrator and custodian. For a more complete description of the various fees and expenses of the Fund, see “INVESTMENT ADVISORY AND INCENTIVE FEES,” “ADMINISTRATION,” “FUND FEES AND EXPENSES,” and “PURCHASING SHARES.”

The following example is intended to help you compare the cost of investing in the Fund with the cost of investing in other funds. The example assumes that all distributions are reinvested at NAV and that the percentage amounts listed under annual expenses remain the same in the years shown (except that the example reflects the expense limitation for the one-year period and the first year of each additional period). The assumption in the hypothetical example of a 5% annual return is the same as that required by regulation of the SEC applicable to all registered investment companies. The assumed 5% annual return is not a prediction of, and does not represent, the projected or actual performance of the Shares.

FINANCIAL HIGHLIGHTS

The information contained in the table below sets forth selected information derived from the Fund’s financial statements. Financial statements for the fiscal period from August 18, 2025 (commencement of operations) through December 31, 2025, have been audited by PricewaterhouseCoopers LLP, the Fund’s independent registered public accounting firm. PricewaterhouseCoopers LLP’s report, along with the Fund’s financial statements and notes thereto, are included in the Fund’s annual report for the fiscal period ended December 31, 2025 (“Annual Report”), which is incorporated by reference into this Prospectus. You may obtain the Annual Report free of charge by writing to the Fund, c/o UMB Fund Services, Inc., 235 West Galena Street, Milwaukee, WI 53212; by calling the Fund toll-free at 1-833-701-2855; or by visiting the following hyperlink: https://www.sec.gov/Archives/edgar/data/2029168/000121390026025002/ea0274876-01_ncsr.htm.

The information in the table below should be read in conjunction with each of those financial statements and the notes thereto.

Class A Shares and Class C Shares had not commenced operations as of the date of this Prospectus and the Fund’s financial statements for the fiscal period ended December 31, 2025 relate only to Class I Shares of the Fund.

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(1)      The Investment Adviser made the initial share purchase of $100,000 on December 9, 2024. The total initial share purchase of $100,000 included 10,000 Class I shares which were purchased at $10.00 per share.

(2)      Based on average shares outstanding during the period.

(3)      Based on the net asset value as of period end. The total return assumes an investment at net asset value at the beginning of the period and reinvestment of all distributions during the period, if any.

(4)      Not annualized.

(5)      Annualized for periods less than a year with the exception of non-recurring organizational costs and incentive fees.

USE OF PROCEEDS

The proceeds from the continuous offering of the Fund’s Shares, not including the amount of any sales charges and the Fund’s fees and expenses (including, without limitation, offering expenses not paid by the Investment Adviser), will be invested by the Fund in accordance with the Fund’s investment objectives and strategies as soon as practicable and not later than six months after receipt, subject to market conditions, the availability of suitable investments, and the extent proceeds are held in cash to pay dividends or expenses, satisfy repurchase offers or for temporary defensive purposes.

Delays in fully investing the Fund’s assets may occur, for example, because of the time required to complete certain transactions and the Investment Adviser’s and Sub-Advisers’ ability to find suitable investments may be delayed. While the Fund’s investments are expected to be partially-invested within three months, the aforementioned delays may inhibit the Fund from being fully-invested at all times. A delay in the anticipated use of proceeds could lower returns and reduce the Fund’s distributions to Shareholders. Pending such use, the Fund may take temporary defensive measures and invest a portion of proceeds in cash or cash equivalents, including money market instruments, prime commercial paper, repurchase agreements, municipal bonds, bank accounts, Treasury bills and other short-term obligations of the U.S. Government, its agencies or instrumentalities and other high-quality debt instruments maturing in one year or less from the time of investment. In addition, subject to applicable law, the Fund may maintain a portion of its assets in cash or short-term securities or money market funds to meet operational needs or to maintain liquidity. The Fund may be prevented from achieving its objectives during any period in which the Fund’s assets are not substantially invested in accordance with its principal investment strategies.

INVESTMENT OBJECTIVES AND STRATEGIES

INVESTMENT STRATEGIES AND OVERVIEW OF INVESTMENT PROCESS

Under normal market conditions, the Fund will seek to achieve its investment objectives by sourcing yield through a combination of interest, royalties, rent, dividends and fees through investments in a variety of income-producing asset classes. Specifically, the Fund will target investments in asset-based lending, real estate lending, life sciences finance, direct lending, entertainment lending, aviation finance, high yield debt and yielding equity securities, as described further below.

The Fund may make investments through wholly-owned subsidiaries (a “Subsidiary” or the “Subsidiaries”). Such Subsidiaries will not be registered under the Investment Company Act; however, the Fund will wholly own and control any Subsidiaries.

The Investment Adviser believes that by investing across multiple credit strategies, the Fund can achieve its investment objectives while demonstrating less correlation and lower volatility than if each investment strategy was pursued on a stand-alone basis. In pursuing its investment objectives, the Fund uses a “multi-strategy” approach whereby each credit sub-strategy will be managed by the Investment Adviser or by a Sub-Adviser with expertise in implementing that sub-strategy. The Investment Adviser will seek to achieve the Fund’s investment objectives by selecting and delegating the management of a portion of Fund assets to a group of experienced Sub-Advisers with expertise in managing portfolios of asset-based loans, commercial real estate loans, life sciences finance investments, directly originated loans, high yield debt instruments and publicly traded equity income securities.

The Investment Adviser’s asset allocation process seeks to reduce the Fund’s risk exposure by avoiding overlap among Sub-Advisers and limiting exposures to any one investment style. In reviewing a Sub-Adviser’s investment style, the Investment Adviser may consider a Sub-Adviser’s preference for (i) various loan terms, (ii) structure or industry, (iii) borrower size (e.g., lower middle market vs. upper middle market), (iv) sponsored or non-sponsored borrower (where “sponsored borrower” refers to companies with the backing of a financial sponsor, e.g., with investment from a private equity fund, and “non-sponsored borrower” refers to companies without the backing of a financial sponsor), (v) loan seniority (e.g., senior secured vs. second lien), and (vi) certain specialty niche investments such as master limited partnerships (“MLPs”), real estate investment trusts (“REITs”) or business development companies (“BDCs”). The Fund’s assets will be allocated among the Investment Adviser and Sub-Advisers in percentages determined at the discretion of the Investment Adviser.

The engagement of each current Sub-Adviser has been approved by the Board and the initial Shareholder or Shareholders of the Fund. The engagement of a new Sub-Adviser will be subject to Board approval and an approval by the holders of a majority of outstanding Shares (as defined in the Investment Company Act).

While the Investment Adviser delegates a portion of the day-to-day management of the Fund’s assets to a combination of Sub-Advisers, the Investment Adviser retains overall supervisory responsibility for the general management and investment of the Fund’s investment portfolio. On an ongoing basis, the Investment Adviser will determine the portion of Fund assets allocated to each Sub-Adviser based upon long-term views on portfolio construction, the activities of other investment managers, existing market conditions, and Sub-Adviser circumstances. The Investment Adviser may exercise its discretion to manage a portion of Fund assets directly for any reason, including to establish, modify or exit positions in securities and strategies it deems appropriate for meeting the Fund’s investment objectives, to modify the Fund’s exposure to a particular investment or market-related risk created by a Sub-Adviser, or to invest the Fund’s assets pending allocation to a Sub-Adviser, including without limitation secondary purchases of securities in public or private markets as part of a single sub-strategy or as part of the Fund’s overall investment management.

Fund’s Target Investment Portfolio

The Investment Adviser seeks to allocate to each Sub-Adviser a portion of the Fund’s assets to invest and may retain a portion of the Fund’s assets to invest directly. Each Sub-Adviser has discretion to invest its portion of the Fund’s assets as it deems appropriate, subject to any investment guidelines in the Prospectus and as agreed upon with the Investment Adviser. While each Sub-Adviser is subject to the oversight of the Investment Adviser, the Investment Adviser does not attempt to coordinate or manage the day-to-day investments of the Sub-Advisers and may invest a portion of each sub-strategy’s assets at any time. The Investment Adviser will pursue its investment objectives by investing in the following assets.

Although actual exposure to any strategy will vary over time, under normal circumstances, the Fund expects its allocations to each strategy will be within the following ranges:

Asset-based Lending

The Fund expects to primarily originate, structure, and invest in the private market debt of large, middle market and lower middle market companies on a secured basis in the senior portion of the capital structure of performing companies and companies that may be stressed. In some cases, the Fund will invest in misunderstood industries and/or complete or special situations where companies may not have significant access to traditional sources of capital. The Fund’s portfolio is expected to be comprised of senior secured first lien, second lien, first lien last out and unitranche investments across a variety of sectors and collateral types. The Fund’s investments are primarily expected to be collateralized by assets and/or enterprise value and may be governed by borrowing base structures. The Fund may selectively purchase loans and debt instruments in the secondary market. In addition, the Fund may purchase equity or debt tranches of collateralized loan obligations (CLO’s) or other types of structured credit instruments. Sectors the Fund’s portfolio may be invested in include, but are not limited to:

•        Retail & Consumer

•        Industrials

•        Technology

•        Wholesale

•        Textiles, Plastics & Timber

•        Pharma & Healthcare

•        Transportation/Logistics

•        Food & Beverage

The Fund expects to provide financing to companies in need of capital, often to effect strategic change at the business, refinancing existing indebtedness, help fund acquisitions or to provide incremental liquidity. The collateral and borrowing base for the Fund’s investments are expected to typically include some or all of the following: accounts receivable, inventory, machinery and equipment, real estate and intellectual property.

Real Estate Lending

The Fund plans to invest in commercial real estate securities, targeting commercial real estate loans and preferred equity investments, with the intended use of proceeds to support real estate acquisitions, recapitalizations, and opportunistic debt refinancings secured by properties that are changing use or could benefit from value-added improvements. The Fund expects to provide directly originated and privately negotiated financing solutions to thoroughly vetted borrowers secured by high-quality commercial real estate with meaningful equity positions across a variety of property types including, but not limited to: multifamily, industrial, retail, office, hospitality, self-storage and mixed-use, and may also make secondary purchases of debt secured by these property types.

The Fund intends to acquire or originate real estate mortgages consisting of the following types:

(i)     Senior Mortgage Loans:    These mortgage loans are typically secured by a first lien on commercial properties.

(ii)    Subordinated Debt:    These loans may include structurally subordinated first mortgage loans and junior participations in first mortgage loans or participations in these types of assets.

(iii)   Mezzanine Loans:    Subordinated loans that are usually secured by a pledge of the borrower’s equity ownership in the entity that owns the property or by a second lien mortgage on the property.

(iv)   Preferred Equity:    Typically subordinate to first mortgage loans and are not collateralized by the property underlying the investment, though often with a higher target return profile than subordinated debt.

Life Sciences Finance

The Fund intends to offer sophisticated, customized financing solutions to a broad range of life science companies, institutions, and inventors. This strategy is primarily focused on investing in senior secured loans, royalties, equity and equity-linked securities and other financial instruments tied to commercial-stage products and related intellectual property as well as revenue interests in commercialized products. The objective of Healthcare Finance strategy is to maximize our portfolio total return, and thus, increase our net income and net asset value by generating income from three sources: (i) receiving interest and other income by advancing capital in the form of secured debt to companies in the life science sector; (ii) primarily owning or financing through debt investments, royalties or revenue interests generated by the sales of life science products and related intellectual property; and (iii) to a lesser extent, realizing capital appreciation from equity-related investments in the life sciences sector. The Fund will target a segment of the market that the Sub-Adviser believes is underserved in the sub-$50 million transaction size range.

Direct Lending

The Fund also intends to invest in directly originated and acquired loans to U.S. middle and lower middle market companies that may or may not be owned by private equity sponsors. In describing this business, generally the term “middle and lower middle market” refers to companies with approximately $5 million to $25 million of earnings before interest, taxes, depreciations and amortization (“EBITDA”), which the Sub-Adviser believes is a useful proxy for cash flow. The Fund will seek to provide financing solutions that include secured debt, unsecured debt or structured capital solutions. In contrast to our Asset-Based Lending strategy, the Fund’s Direct Lending strategy will focus on making loans supported by the cashflow of the underlying borrower, as opposed to reliance on asset collateral.

Entertainment Lending

The Fund intends to lend capital to borrowers across the music, sports, and entertainment industries secured by cash-flowing assets. Collateral includes, but is not limited to, music and media intellectual property (“IP”), sports franchises, broadcasting rights, and other contractual music, sports, and entertainment (collectively, “Entertainment”) related cashflows and assets globally with an emphasis on North America, UK, and Europe.

Aviation Finance

The Fund intends to acquire commercial aircraft on lease to commercial airlines globally and lend capital to borrowers in the aviation industry secured by aviation assets such as aircraft, spare parts, and engines and operating companies in the aviation industry.

High Yield Debt

The Fund will primarily invest in bonds that are rated below investment grade and other financial instruments, principally derivative instruments, CLOs, CDOs, and exchange-traded funds (ETFs), with economic characteristics similar to non-investment grade securities.

Yielding Equity Securities

The Fund expects to invest in certain publicly-traded equity income securities, which may include specialty niche investments such as PTPs, MLPS, REITs, BDCs, ADRS, ETFs, distressed debt, preferred securities and convertible securities.

There is no limit on the duration, maturity or credit quality of any investment in the Fund’s portfolio. The Investment Adviser believes the Fund’s investment strategy favors a modest amount of leverage consistent with the statutory limitations. Accordingly, the Fund utilizes and may continue to utilize leverage from borrowings to enhance yield within the 300% asset coverage (up to 50% of the Fund’s net assets) requirements of an interval fund. The Fund is authorized to borrow cash in connection with its investment activities, to satisfy repurchase requests from Fund shareholders, and to otherwise provide the Fund with temporary liquidity. Borrowings will be limited to 33.33% of the Fund’s total assets (50% of its net assets).

Multi-Strategy Approach

The Investment Adviser employs a multi-strategy approach for the Fund whereby the Investment Adviser selects as Sub-Advisers a combination of managers with different investment strategies and styles to seek to reduce the Fund’s risk exposure to any one asset class and minimize overlap among Sub-Advisers. In contrast to certain other funds that invest in multiple asset classes, each Sub-Adviser is an affiliate of the Investment Adviser. The Investment Adviser believes this provides an advantage from an information flow, risk management and portfolio construction perspective.

By using a multi-strategy approach, the Investment Adviser seeks to construct an overall portfolio of corporate, real estate and alternative credit investments for the Fund that offers reduced investment risk exposure as compared to a fund that has only a single adviser or Sub-Adviser. The Investment Adviser also believes that the employment of multiple Sub-Advisers gives the Fund greater flexibility in tactically changing characteristics of the Fund to better take advantage of investment opportunities and may reduce risk. The portion of Fund assets allocated to each Sub-Adviser will be determined by the Investment Adviser based upon long term views on portfolio construction, the activities of other investment advisors, existing market conditions, availability of underlying investments and Sub-Adviser circumstances, and may be changed at any time by the Investment Adviser.

Investment Adviser Selection and Monitoring of Sub-Advisers

The Investment Adviser is responsible for hiring, terminating, and replacing Sub-Advisers, subject to the Board’s oversight and approval. The engagement of a new Sub-Adviser will be subject to Board approval and an approval by the holders of a majority of outstanding Shares (as defined in the Investment Company Act). The Investment Adviser’s selection of Sub-Advisers will be critical to the operation and performance of the Fund.

Other Information Regarding Investment Strategy

The Fund may, from time to time, take temporary defensive positions that are inconsistent with the Fund’s principal investment strategy in attempting to respond to adverse market, economic, political or other conditions. During such times, the Investment Adviser may determine that a large portion of the Fund’s assets should be invested in cash or cash equivalents, including money market instruments, prime commercial paper, repurchase agreements, municipal bonds, bank accounts, Treasury bills and other short-term obligations of the U.S. Government, its agencies or instrumentalities and other high-quality debt instruments maturing in one year or less from the time of investment. In these and in other cases, the Fund may not achieve its investment objectives. The Investment Adviser may invest the Fund’s cash balances in any investments it deems appropriate.

The frequency and amount of portfolio purchases and sales (known as the “portfolio turnover rate”) will vary from year to year as well as within a given year due to a variety of factors, including marketing conditions and changes in the Investment Adviser’s investment outlook. The portfolio turnover rate will not be a limiting factor when the Investment Adviser or a Sub-Adviser deems portfolio changes appropriate. The Fund may engage in short-term trading strategies, and securities may be sold without regard to the length of time held when, in the opinion of the Investment Adviser or a Sub-Adviser, investment considerations warrant such action. These policies may have the effect of increasing the annual rate of portfolio turnover of the Fund, which may result in more short-term capital gains, which are taxed at ordinary income tax rates. Additionally, if securities are not held for the applicable holding periods, capital gains will be short-term and taxable at ordinary income rates and dividends paid on them will not qualify for the advantageous federal tax rates.

* * *

MANAGEMENT OF THE FUND

THE BOARD OF TRUSTEES.    The Board of Trustees of the Fund (the “Board” and the members thereof, the “Trustees”) has overall responsibility for the management and supervision of the business operations of the Fund on behalf of the Shareholders. A majority of the Board is and will be persons who are not “interested persons,” as defined in Section 2(a)(19) of the Investment Company Act (the “Independent Trustees”). To the extent permitted by the Investment Company Act and other applicable law, the Board may delegate any of its rights, powers and authority to, among others, the officers of the Fund, any committee of the Board, or service providers. See “BOARD OF TRUSTEES AND OFFICERS” in the Fund’s SAI for the identities of the Trustees and executive officers of the Fund, brief biographical information regarding each of them, and other information regarding the election and membership of the Board.

THE INVESTMENT ADVISER AND SUB-ADVISERS.    Callodine Capital Management, LP serves as the investment adviser (the “Investment Adviser”) of the Fund and will be responsible for determining and implementing the Fund’s overall investment strategy, including selecting each Sub-Adviser and determining the amount of the Fund’s assets to allocate to each Sub-Adviser. The Investment Adviser is located at Two International Place, Suite 1830, Boston, Massachusetts and is an investment adviser registered with the SEC under the Investment Advisers Act of 1940, as amended. As of December 31, 2025, the Investment Adviser had assets under management of approximately $1.39 billion.

Each Sub-Adviser selected by the Investment Adviser, subject to Shareholder approval, will be primarily responsible for its investment strategy and the day-to-day management of the Fund’s assets allocated to it by the Investment Adviser. Each Sub-Adviser is an affiliate of the Investment Adviser.

Callodine Credit Management, LLC, located at 545 Boylston Street, 10th Floor, Boston, MA 02116, is registered with the SEC as an investment adviser and manages, as of December 31, 2025, approximately $437.9 million in assets.

Corrum Capital Management LLC, located at 1300 South Church Street, Charlotte, NC 28203, is registered with the SEC as an investment adviser and manages, as of December 31, 2025, with approximately $1.4 billion in assets.

Thorofare, LLC, located at 100 N. Pacific Coast Highway, Suite 2050, El Segundo, CA 90245, is registered with the SEC as an investment adviser and manages, as of December 31, 2025, approximately $964.2 million in assets.

Rand Capital Management, LLC, located at 14 Lafayette Square, Suite 1405, Buffalo, NY 14203, is registered with the SEC as an investment adviser and manages, as of December 31, 2025, approximately $113.2 million in assets.

Manning & Napier Advisors, LLC, located at 290 Woodcliff Drive, Fairport, NY 14450, is registered with the SEC as an investment adviser and manages, as of December 31, 2025, approximately $17.9 billion in assets.

The Investment Adviser, the Sub-Advisers and their respective affiliates serve as investment advisers to other funds that have investment programs which are similar to the investment program of the Fund, and the Investment Adviser and/or a Sub-Adviser or one of their affiliates may in the future serve as the investment adviser or otherwise manage or direct the investment activities of other registered and/or private investment companies with investment programs similar to the investment program of the Fund. See “CONFLICTS OF INTEREST.”

Investment Adviser

The Investment Adviser is an asset management firm specializing in yield-oriented investment strategies. Through its dedicated and experienced investment teams, the firm seeks to invest across the capital structure and pursue yielding equity investments that provide high cash yields and the potential for equity-like upside.

PORTFOLIO MANAGERS.    The key personnel of the Investment Adviser who currently have primary responsibility for management of the Fund and the key personnel of each Sub-Adviser who currently have primary responsibility for management of the portion of the Fund’s assets allocated to the Sub-Adviser (the “Portfolio Managers”) are as follows:

James Morrow.    Mr. Morrow is the Co-Portfolio Manager of the Fund and manages the Fund’s Yielding Equity Securities sub-strategy. Mr. Morrow is the founder of the Investment Adviser and has been its portfolio manager and Chief Investment Officer (CIO) since its inception in 2018. He is also the CEO of Callodine Group, which is the parent entity of the Investment Adviser and each Sub-Adviser. Mr. Morrow spent nineteen (19) years at Fidelity Investments (FMRCo) (“Fidelity”) where at peak he managed $45 billion of assets across multiple equity-income strategies. He announced his retirement in February 2017 and remained with the firm through January 2018 as he transitioned all portfolio management responsibilities to his successors. In his role as a portfolio manager at Fidelity, Mr. Morrow managed a wide array of funds, the largest of which include Fidelity Series Equity-Income Fund, Fidelity Equity-Income Fund, Fidelity Advisor Equity-Income Fund, VIP Equity-Income Portfolio, Fidelity Equity-Income Strategy SMA, U.S. Dividend and Fidelity Advisor Diversified Stock Fund. In addition, he was a member of the three-person investment team on Fidelity Multi-Asset Income Fund and Fidelity Tactical High Income Fund. Mr. Morrow joined Fidelity Investments as an equity research analyst following the broadcasting and wireless towers industries in 1999. During his time as an Analyst, Mr. Morrow managed Select Technology Portfolio, Select Electronics Portfolio and Select IT Services Portfolio. Before serving as an equity research summer intern with Fidelity in 1998, Mr. Morrow worked as a distressed debt analyst for Chase Manhattan Bank from 1995 to 1997. Mr. Morrow earned his Master of Business Administration degree from the University of Chicago and his Bachelor of Science degree in finance from the University of Buffalo.

Gene Martin.    Mr. Martin is the Co-Portfolio Manager of the Fund and manages the Fund’s Asset-Based Lending sub-strategy. Mr. Martin serves as the President & Chief Executive Officer (CEO) of Callodine Credit Management, LLC, and is responsible for leading and growing its asset-based lending business. Prior to serving as President & CEO of Callodine Credit Management, LLC beginning in 2020, Mr. Martin filled the same role at the company’s predecessor firm, Gordon Brothers Finance Company (GBFC) since 2016. He is a senior, global capital markets and credit investment professional with over 31 years of experience in leveraged credit spanning from regional, middle-market companies to global enterprises. Prior to joining GBFC, Mr. Martin was the Co-Head of Global Leveraged and Acquisition Finance at Morgan Stanley where he was also a senior member of the firm’s Capital Commitments Committee and served as Chairman of Morgan Stanley’s High Yield Underwriting Committee. Before his ten-year tenure at Morgan Stanley, Mr. Martin was a Managing Director in Leveraged Finance at Donaldson, Lufkin and Jenrette (DLJ) and Credit Suisse First Boston. Mr. Martin also previously worked as a Vice President in Bank of America’s Financial Sponsors Group and as an Assistant Vice President and Credit Analyst/Officer at Shawmut Bank. Mr. Martin earned his Bachelor of Science degree from the University of Connecticut and subsequently received his Master of Business Administration degree from the University of Connecticut School of Business. He is a Chartered Financial Analyst (CFA).

Marc Bushallow.    Mr. Bushallow manages the Fund’s High Yield Debt sub-strategy and is the Managing Director of Fixed Income Group at Manning & Napier Advisors, LLC. As the Managing Director of Fixed Income Group, he works on economic overviews and the top-down positioning of the firm’s fixed income portfolios. He oversees the firm’s high-yield, non-traditional, and core fixed income strategies, and is also a member of the firm’s Investment Policy Group. In addition, Marc is a member of the firm’s Executive Committee, which is responsible for the strategic management and vision of the firm. Prior to becoming Managing Director, Marc was a Senior Analyst

in the Fixed Income Group, concentrating on analysis of below investment-grade corporate bonds. He also spent some time at the firm as an Assistant performing quantitative and macroeconomic research. Marc joined Manning & Napier in 1999 and left to pursue a master’s degree in 2002, returning to the firm in 2008. Before returning to Manning & Napier, Marc spent four years at Barclays Capital, gaining sell-side experience requiring the evaluation and recommendation of high-yield credit, including both cash and derivative products. He acquired and applied detailed understanding of new issue syndication, trading, bond structure and covenants.

Scott Barfield.    Mr. Barfield co-manages the Fund’s Direct Lending sub-strategy and serves as Co-CEO and Managing Director at Rand Capital Management, LLC. He has served as a portfolio manager at Rand Capital Management, LLC and a predecessor firm since 2020 and is responsible for the origination, execution, monitoring, and realization of investments. With more than 20 years’ experience working with middle market companies, Mr. Barfield has executed M&A, capital raise, and principal investment transactions. Mr. Barfield previously was a Managing Director at BlueArc Mezzanine Partners from 2016-2020. Prior to joining BlueArc Mezzanine Partners, Mr. Barfield was a Principal in the debt investment arm of H.I.G. Capital, a $18 billion private equity and debt investment firm. Prior to H.I.G. Capital, he was a Partner at Nancy Creek Capital, a mezzanine debt fund focused on the lower middle market. Prior to Nancy Creek Capital, Mr. Barfield worked within the Investment Banking group of Wachovia Securities where he worked within various M&A and debt capital market groups, including private equity and mezzanine placement, high yield, investment grade senior notes, and origination. Prior to Wachovia Securities, he began his career at Ernst & Young. He has a Bachelor of Science degree in Business Administration and a Master of Accounting degree, both from the Kenan-Flagler Business School at University of North Carolina at Chapel Hill.

Steven Brannon.    Mr. Brannon co-manages the Fund’s Direct Lending sub-strategy and serves as a Managing Director at Rand Capital Management, LLC. He has served as a portfolio manager at Rand Capital Management, LLC and a predecessor firm since 2020 and is responsible for the origination, execution, monitoring, and realization of investments. Mr. Brannon has more than 20 years of experience in a variety of roles working with middle market companies, including mezzanine and private equity investing, direct operating, investment banking, commercial lending, and business valuation consulting. Prior to joining Rand Capital Management, LLC and its predecessor firm, Mr. Brannon was a Managing Director at BlueArc Mezzanine Partners from 2016 to 2020. From 2006 until joining BlueArc Mezzanine Partners, he was a Partner at Nancy Creek Capital, a mezzanine debt fund focused on the lower middle market. From 2002 to 2006, he was an owner and operator of Action Air, LLC, a privately held restaurant equipment and services company. Prior to Action Air, Mr. Brannon worked in the Investment Banking Group at Raymond James & Associates, where his activities included executing public and private capital raises, mergers and acquisitions transactions, and strategic advisory assignments. Prior to receiving his MBA, Mr. Brannon spent two years in the Business Valuation Group at KPMG Peat Marwick. He also spent over two years in the Commercial Banking Group at NationsBank. Mr. Brannon holds a Bachelor of Business Administration from the University of Georgia and a Master of Business Administration degree with concentrations in finance and accounting from the University of Chicago Booth School of Business.

Winston Black.    Mr. Black manages the Fund’s Life Sciences Finance sub-strategy and serves as Head of Life Sciences Finance Strategy at Rand Capital Management, LLC. Mr. Black has over 25 years of investment and operations experience and has been active in the life sciences finance space since 2005. Prior to Rand Capital Management, LLC, Mr. Black co-founded and executed a similar life sciences finance strategy at SWK Holdings from 2012-2022, serving in the capacity of Chief Executive Officer and Chairman. Prior to that, Mr. Black was a Co-Founder and Investment Principal at PBS Capital Management, where he was focused on originating and investing in structured, asset-based transactions in the biotech, pharmaceutical and medical device space. Additionally, Mr. Black worked for Highland Capital Management from 2007-2009, where he managed a $2.3 billion portfolio of healthcare leveraged loans, high-yield bonds, distressed debt, public and private equity and pharmaceutical royalties, and prior to that worked at a biotech hedge fund in New York City. Mr. Black began his career in investment banking. Mr. Black earned Master of Business Administration degrees from the Columbia Business School and London Business School, and Bachelor of Arts degree in economics at Duke University.

Brendan Miller.    Mr. Miller co-manages the Fund’s Real Estate Lending sub-strategy and is the Chief Investment Officer (“CIO”) of Thorofare Capital, LLC and has been with the firm since 2011, months after its inception. As the CIO, he leads the company’s investment committee and is directly responsible for overseeing the underwriting and due diligence processes, approval of the credit structure for each of the firm’s investments, supervision of asset management activities and the development of and adherence to the firm’s investment strategy. With over 20 years of experience in commercial real estate, first at Cushman & Wakefield and then managing The Walt Disney Company’s

Asia Pacific real estate portfolio out of Hong Kong, Mr. Miller’s diverse background and real estate aptitude provide Thorofare Capital, LLC with the expertise needed to successfully execute each of its investment strategies. Mr. Miller is an alumnus of The University of Arizona and Loyola High School of Los Angeles.

Kevin Miller.    Mr. Miller co-manages the Fund’s Real Estate Lending sub-strategy and is the Chief Executive Officer and founding member of Thorofare Capital, LLC and has been responsible for establishing the foundation of the firm’s core investment philosophy since its inception in 2010. Under his leadership, Thorofare Capital has launched a series of private discretionary credit funds as well as institutional joint ventures and separate accounts. As CEO, Mr. Miller is responsible for the oversight of all aspects of the firm and is embedded in the capital formation and execution of each strategy the firm undertakes. Mr. Miller graduated from University of Southern California where he received a Bachelor of Arts in economics.

Jason Cipriani.    Jason Cipriani is the Chief Executive Officer of Corrum Capital Management LLC (“Corrum Capital”) and a voting member of the Firm’s Investment Committee. Prior to founding Corrum Capital in 2013, Jason was at Bank of America with responsibility for the company’s alternative investments portfolio. Jason previously held other roles within Bank of America’s Global Corporate and Investment Bank. Prior to joining Bank of America, he held various corporate finance positions at Paramount/VIACOM, Time Warner Cable, and PL Industries where he had responsibility for financial operations in Mexico. Jason currently serves on the Boards of Directors of the following Corrum Capital portfolio companies: AvAir LLC, Carolous Aviation Leasing LLC, and Wings Capital Partners LLC. He is active in the Charlotte, NC community and in 2008 was named as one of Charlotte’s 40 Under 40 by the Charlotte Business Journal. Jason is a founding board member and Chair of The Gift of Adoption of the Carolinas and is a member of the Board of Directors and Treasurer of HoopTee Charities, Inc, and previously served on the Board of Trustees of the Urban Ministry Center. Jason received a BS from Virginia Polytechnic Institute and State University and an MBA from the University of North Carolina at Chapel Hill.

Jonathan Mandle, CFA.    Jonathan Mandle is the Chief Investment Officer of Corrum Capital and a voting member of the Firm’s Investment Committee. Prior to founding Corrum Capital in 2013, Jonathan was a Managing Director and the Head of Credit and Absolute Return at an affiliate of Bank of America where he worked with the Corrum Capital team. Previously, he was a Director at the University of California, Office of the Treasurer of the Regents, where he built and managed a multi-billion-dollar absolute return, credit, and opportunistic portfolio. Prior to that, he built and managed customized investment portfolios at NEPC. Jonathan began his career as a Research Associate focused on domestic and international equity, credit, and fixed income investments at Fidelity Investments. Jonathan currently is a board member of Peace First and was formerly an adjunct professor at the University of San Francisco. Jonathan received a BS and an MBA from Boston College and is a Chartered Financial Analyst Charterholder.

The Fund’s SAI provides additional information about the Portfolio Managers’ compensation, other accounts managed, and ownership of Fund shares.

THE INVESTMENT ADVISORY AGREEMENT.    The Investment Advisory Agreement between the Investment Adviser and the Fund became effective as of the Fund’s commencement of operations and will continue in effect for an initial two-year term. Thereafter, the Investment Advisory Agreement will continue in effect from year to year provided such continuance is specifically approved at least annually by (i) the vote of a majority of the outstanding voting securities of the Fund or a majority of the Board, and (ii) the vote of a majority of the Independent Trustees of the Fund, cast in person at a meeting called for the purpose of voting on such approval. See “VOTING.” The Investment Advisory Agreement will terminate automatically if assigned (as defined in the Investment Company Act) and is terminable at any time without penalty upon sixty (60) days’ written notice to the Fund by either the Board, by vote of a majority of the outstanding voting securities (as defined in the Investment Company Act) of the Fund or by the Investment Adviser.

The Investment Advisory Agreement provides that, in the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations to the Fund, the Investment Adviser and any partner, member, manager, director, officer or employee of the Investment Adviser, or any of their affiliates, executors, heirs, assigns, successors or other legal representatives, will not be subject to liability to the Fund or otherwise under the Investment Advisory Agreement for any act or omission in the course of, or connected with, rendering services under the Investment Advisory Agreement or for any losses that may be sustained in the purchase, holding or sale of any security by the Fund, including, without limitation, for any error of judgment, for any mistake of law, or for any act or omission by the Investment Adviser or any affiliate of the Investment Adviser or by any Sub-Adviser, except as may otherwise

be provided under provisions of applicable state law or Federal securities law which cannot be waived or modified. The Investment Advisory Agreement also provides for indemnification, to the fullest extent permitted by law, by the Fund, of the Investment Adviser or any partner, member, manager, officer or employee of the Investment Adviser, and any of their affiliates, executors, heirs, assigns, successors or other legal representatives, against any claim, loss, damage, liability, reasonable cost, or reasonable expense (including reasonable attorney’s fees, judgments, and other related expenses in connection therewith and amounts paid in defense and settlement thereof) (individually, the “Liability,” and collectively, the “Liabilities”) to which the person may be liable that arises or results from (i) the Investment Advisory Agreement or the performance of any services under the Investment Advisory Agreement, so long as such Liabilities did not arise primarily from such person’s willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations and duties under the Investment Advisory Agreement or (ii) the Investment Adviser’s obligation to indemnify a Sub-Adviser or any partner, member, manager, officer or employee of the Sub-Adviser, and any of their affiliates, executors, heirs, assigns, successors or other legal representatives under the terms of such Sub-Adviser’s Sub-Advisory Agreement so long as such indemnification obligations did not arise primarily from the such Investment Adviser’s willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations and duties under the Investment Advisory Agreement.

A discussion regarding the basis for the Board’s approval of the Investment Advisory Agreement and each Sub-Advisory Agreement is available in the Fund’s annual report to Shareholders for the period from August 18, 2025 (commencement of operations) through December 31, 2025.

See “INVESTMENT MANAGEMENT AND OTHER SERVICES — The Sub-Advisers” in the SAI for a discussion of the sub-advisory agreements among the Fund, the Investment Adviser and each Sub-Adviser.

INVESTMENT ADVISORY AND INCENTIVE FEES

Pursuant to the Investment Advisory Agreement, and in consideration of the advisory services provided by the Investment Adviser to the Fund, the Investment Adviser is entitled to a fee from the Fund consisting of two components — a base management fee (the “Investment Advisory Fee”) and an incentive fee (the “Incentive Fee”).

Pursuant to the Investment Advisory Agreement, the Fund will pay the Investment Adviser an Investment Advisory Fee equal to an annual rate of 1.35%, computed daily and payable monthly in arrears, based upon the Fund’s average daily net assets. The Investment Advisory Fee will be paid to the Investment Adviser before giving effect to any repurchase of Shares in the Fund effective as of that date and will decrease the net profits or increase the net losses of the Fund that are credited to its Shareholders. Net assets means the total value of all assets of the Fund, less an amount equal to all accrued debts, liabilities and obligations of the Fund; provided that for purposes of determining the Investment Advisory Fee payable to the Investment Adviser for any day, net assets will be calculated prior to any reduction for any fees and expenses of the Fund for that day, including, without limitation, the Investment Advisory Fee payable to the Investment Adviser for that day. The Investment Adviser has contractually agreed to waive the Investment Advisory Fee it would otherwise receive under the Investment Advisory Agreement until August 18, 2026.

The Investment Adviser has entered into an expense limitation agreement (the “Expense Limitation and Reimbursement Agreement”) with the Fund, whereby the Investment Adviser has contractually agreed to limit the amount of the total annual fund operating expenses (excluding Incentive Fees, acquired fund fees and expenses, distribution and service fees, interest and fees related to warehouse investments (if any) and leverage, taxes, expenses related to litigation and potential litigation, and extraordinary expenses) so they do not exceed 2.00% of the average daily net assets for any Class (the “Expense Limit”). For a period not to exceed three years from the date on which a waiver under the Expense Limitation and Reimbursement Agreement is made, the Investment Adviser may recoup amounts waived or assumed, provided it is able to effect such recoupment without causing the Fund’s expense ratio (after recoupment) to exceed the lesser of (a) the expense limit in effect at the time of the waiver, and (b) the expense limit in effect at the time of the recoupment. The Expense Limitation and Reimbursement Agreement has a term ending on April 30, 2027 and will automatically renew thereafter for consecutive twelve-month terms, provided that such continuance is specifically approved at least annually by a majority of the Trustees. The Expense Limitation and Reimbursement Agreement may be terminated by the Fund’s Board upon thirty days’ written notice to the Investment Adviser. The Expense Limitation and Reimbursement Agreement may not be terminated by the Investment Adviser without the consent of the Trustees.

In addition, the Investment Adviser will be entitled to receive an Incentive Fee calculated and payable in arrears in an amount equal to 15% of the Fund’s “pre-incentive fee net investment income” for the immediately preceding quarter, subject to a hurdle rate, expressed as a rate of return on each class’s average daily net asset value (calculated in accordance with GAAP), equal to 1.50% per quarter, or an annualized hurdle rate of 6%. “Pre-incentive fee net investment income” is defined as interest income, dividend income and any other income accrued during the calendar quarter, minus the Fund’s operating expenses for the quarter (including the Investment Advisory Fee, expenses payable to the Administrator and any interest expense but excluding the Incentive Fee, any realized gains, realized capital losses or unrealized capital appreciation or depreciation).

The Incentive Fee is based on Pre-Incentive Fee Net Investment Income (as defined below) earned on direct investments (and excluding short-term investments) attributable to each Class and is determined and payable in arrears as of the end of each fiscal quarter. With respect to each Class, the Incentive Fee for each fiscal quarter is calculated as follows:

(i)     No incentive fee is payable in any fiscal quarter in which the Pre-Incentive Fee Net Investment Income attributable to the Class does not exceed a quarterly return of 1.50% per quarter based on the Class’s average daily net assets (calculated in accordance with GAAP) (the “Quarterly Return”).

(ii)    All Pre-Incentive Fee Net Investment Income attributable to the Class (if any) that exceeds the Quarterly Return, but is less than or equal to 1.765% of the average daily net assets of that Class (calculated in accordance with GAAP) for the fiscal quarter will be payable to the Investment Manager.

(iii)   For any fiscal quarter in which Pre-Incentive Fee Net Investment Income attributable to the Class exceeds 1.765% of the Class’s average daily net assets (calculated in accordance with GAAP), the Incentive Fee with respect to that Class will equal 15% of Pre-Incentive Fee Net Investment Income attributable to the Class.

“Pre-Incentive Fee Net Investment Income” for a Class means interest income, dividend income and any other income accrued (including any other fees, such as commitment, origination, structuring, diligence and consulting fees or other fees that the Fund receives from an investment) during the fiscal quarter and allocated to the Class, minus the Class’s operating expenses for the quarter and the distribution and/or shareholder servicing fees (if any) applicable to the Class accrued during the quarter. For such purposes, the Fund’s operating expenses will include the Investment Advisory Fee but will exclude the Incentive Fee. Pre-Incentive Fee Net Investment Income does not include income earned on short-term investments.

The following is a graphical representation of the calculation of the Incentive Fee:

Quarterly Incentive Fee

Class’s Pre-Incentive Fee Net Investment Income

(expressed as a percentage of the Class’s average daily net asset value)

Examples of Quarterly Incentive Fee Calculation:

Example 1 — Income Earned on Direct Investments Incentive Fee(1):

Assumptions

•        Hurdle Rate(2) =1.5%

•        Management fee(3) = .3375%

•        Other operating expenses (legal, accounting, custodian, transfer agent, etc.)(4) = 0.1625%

•        Initial management fee waiver and expense limitation does not apply

(1)    The hypothetical amount of pre-incentive fee net investment income shown is based on a percentage of net assets.

(2)    Represents the 1.5% quarterly hurdle rate.

(3)    Represents a quarter of the 1.35% annualized management fee.

(4)    Estimated other expenses. The examples assume that the Class does not incur a 12b-1 fee and other operating expenses are capped at 0.65% annually (0.1625% per quarter) following the initial management fee waiver and expense limitation.

Alternative 1

Additional Assumptions

•        Investment income (including interest, dividends, fees, etc.) = 1.00%

•        Pre-incentive fee net investment income (investment income – (management fee + other expenses)) = 0.50%

Pre-incentive fee net investment income does not exceed the hurdle rate, therefore there is no income based fee.

Alternative 2

Additional Assumptions

•        Investment income (including interest, dividends, fees, etc.) = 2.25%

•        Pre-incentive fee net investment income (investment income – (management fee + other expenses)) = 1.75%

Pre-incentive fee net investment income exceeds hurdle rate, therefore there is an income-based fee.

Income Based Fee = 100% × (all pre-incentive fee net investment income that is greater than 1.5% but less than or equal to 1.765%) + the greater of 0% AND (15% × (pre-incentive fee net investment income – 1.765%))

= (100% × (1.75% – 1.5%)) + 0%

= 100% × 0.25%

= 0.25%

Alternative 3

Additional Assumptions

•        Investment income (including interest, dividends, fees, etc.) = 4%

•        Pre-incentive fee net investment income (investment income – (management fee + other expenses)) = 3.50%

Pre-incentive fee net investment income exceeds hurdle rate, therefore there is an income-based fee.

Income Based Fee = 100% × (all pre-incentive fee net investment income that is greater than 1.5% but less than or equal to 1.765%) + the greater of 0% AND (15% × (pre-incentive fee net investment income – 1.765%))

= (100% × (1.765% – 1.5%)) + (15% × (3.50% – 1.765%))

= 0.265% + (15% × 1.735%)

= 0.265% + 0.26025%

= 0.52525%

Pursuant to separate sub-advisory agreements among the Fund, the Investment Adviser and each Sub-Adviser, each Sub-Adviser receives a sub-advisory fee based on the Fund’s assets managed by such Sub-Adviser, as well as a portion of the Incentive Fee attributable to those assets, if applicable. The Sub-Advisers’ fees are paid by the Investment Adviser out of the Investment Advisory Fee and the Incentive Fee it receives from the Fund. The Investment Advisory Fee paid to the Investment Adviser (a portion of which will be used by the Investment Adviser to pay the sub-advisory fees to the Sub-Advisers) will be paid out of the Fund’s assets. Such fee is paid to the Investment Adviser before giving effect to any repurchase of Shares effective as of that date and will decrease the net profits or increase the net losses of the Fund.

The Investment Adviser compensates Callodine Credit Management, LLC, on a quarterly basis, in an amount of (i) 80% of the Investment Advisory Fee collected by the Fund with respect to the average daily net assets in the Allocated Portion (as defined in the Sub-Advisory Agreement), after giving effect to any applicable Fund fee waivers and expense limits and Fund expenses outside the expense limitation agreement, including without limitation distribution and shareholder servicing fees and (ii) the lesser of: (a) 80% of the Incentive Fee calculated with respect to the Allocated Portion for the preceding quarter, if any, and (b) 80% of the pro rata portion of the Incentive Fee paid by the Fund in the preceding quarter based on the Incentive Fee calculated with respect to the Allocated Portion as a portion of the Fund’s Incentive Fee for the preceding quarter, if any.

The Investment Adviser compensates Corrum Capital Management LLC on a quarterly basis, in an amount of (i) 80% of the Investment Advisory Fee collected by the Fund with respect to the average daily net assets in the Allocated Portion (as defined in the Sub-Advisory Agreement), after giving effect to any applicable Fund fee waivers and expense limits and Fund expenses outside the expense limitation agreement, including without limitation distribution and shareholder servicing fees and (ii) the lesser of: (a) 80% of the Incentive Fee calculated with respect to the Allocated Portion for the preceding quarter, if any, and (b) 80% of the pro rata portion of the Incentive Fee paid by the Fund in the preceding quarter based on the Incentive Fee calculated with respect to the Allocated Portion as a portion of the Fund’s Incentive Fee for the preceding quarter, if any.

The Investment Adviser compensates Thorofare, LLC on a quarterly basis, in an amount of (i) 80% of the Investment Advisory Fee collected by the Fund with respect to the average daily net assets in the Allocated Portion (as defined in the Sub-Advisory Agreement), after giving effect to any applicable Fund fee waivers and expense limits and Fund expenses outside the expense limitation agreement, including without limitation distribution and shareholder servicing fees and (ii) the lesser of: (a) 80% of the Incentive Fee calculated with respect to the Allocated Portion for the preceding quarter, if any, and (b) 80% of the pro rata portion of the Incentive Fee paid by the Fund in the preceding quarter based on the Incentive Fee calculated with respect to the Allocated Portion as a portion of the Fund’s Incentive Fee for the preceding quarter, if any,

The Investment Adviser compensates Rand Capital Management, LLC on a quarterly basis, in an amount of (i) 80% of the Investment Advisory Fee collected by the Fund with respect to the average daily net assets in the Allocated Portion (as defined in the Sub-Advisory Agreement), after giving effect to any applicable Fund fee waivers and expense limits and Fund expenses outside the expense limitation agreement, including without limitation distribution and shareholder servicing fees and (ii) the lesser of: (a) 80% of the Incentive Fee calculated with respect to the Allocated Portion for the preceding quarter, if any, and (b) 80% of the pro rata portion of the Incentive Fee paid by the Fund in the preceding quarter based on the Incentive Fee calculated with respect to the Allocated Portion as a portion of the Fund’s Incentive Fee for the preceding quarter, if any,

The Investment Adviser compensates Manning & Napier Advisors, LLC on a quarterly basis, in an amount of 0.40% of the average daily net assets in the Allocated Portion (as defined in the Sub-Advisory Agreement), after giving effect to any applicable Fund fee waivers and expense limits and the allocable portion of Fund expenses outside the expense limitation agreement, including without limitation distribution and shareholder servicing fees.

DISTRIBUTOR

Distribution Services, LLC is the distributor (also known as principal underwriter) of the Shares of the Fund and is located at 190 Middle Street, Suite 301, Portland, ME 04101. The Distributor is a registered broker-dealer and is a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Under a Distribution Agreement with the Fund, the Distributor acts as the agent of the Fund in connection with the continuous offering of Shares of the Fund. The Distributor continually distributes Shares of the Fund on a commercially reasonable efforts basis. No arrangement has been made to place funds received in an escrow, trust or similar account. The Distributor has no obligation to sell any specific quantity of Fund Shares. The Distributor and its officers have no role in determining the investment policies or which securities are to be purchased or sold by the Fund.

The Distributor may enter into agreements with selected broker-dealers, banks, or other financial intermediaries for distribution of Shares of the Fund. With respect to certain financial intermediaries and related fund “supermarket” platform arrangements, the Fund and/or the Investment Adviser, rather than the Distributor, typically enter into such agreements. These financial intermediaries may charge a fee for their services and may receive shareholder service or other fees from parties other than the Distributor. These financial intermediaries may otherwise act as processing agents and are responsible for promptly transmitting purchase, repurchase, and other requests to the Fund.

The Fund, the Distributor and the transfer agent may enter into arrangements with one or more financial intermediaries to provide non-distribution related sub-transfer agency, sub-administration, sub-accounting, and other services associated with Shareholders whose Shares are held of record in omnibus accounts, including platforms that facilitate trading and recordkeeping by financial intermediaries. In return for these services, the Fund may pay sub-transfer agency fees to such financial intermediaries in an amount not to exceed 0.15% of the average daily net assets. If paid by the Fund, these expenses will be included in “Other Expenses” under “Summary of Fund Expenses” in this prospectus and will not be used for distribution purposes. Such amounts will be in addition to, rather than in lieu of, Distribution and Servicing Fees payable under the Fund’s Distribution and Service Plan as described below.

Investors who purchase Shares through financial intermediaries, brokers or agents will be subject to the procedures of those intermediaries through which they purchase Shares, which may include charges, investment minimums, cutoff times, and other restrictions in addition to, or different from, those listed herein payable to those intermediaries and/or other parties. Those intermediaries are authorized to designate other intermediaries to receive purchase and repurchase orders on the Fund’s behalf. Information concerning any charges or services will be provided to customers by the financial intermediary through which they purchase Shares. Investors purchasing Shares of the Fund through financial intermediaries should acquaint themselves with their financial intermediary’s procedures and should read the Prospectus in conjunction with any materials and information provided by their financial intermediary. The financial intermediary, and not its customers, will be the shareholders of record, although customers may have the right to vote Shares depending upon their arrangement with the intermediary. The Fund has adopted a Distribution and Service Plan with respect to Class A Shares and Class C Shares in compliance with Rule 12b-1 under the Investment Company Act. The Distribution and Service Plan allows the Fund to pay Distribution and Servicing Fees for the sale and servicing of its Class A Shares and Class C Shares to the Fund’s Distributor and/or other qualified recipients.

Pursuant to the Distribution Agreement, the Distributor is solely responsible for its costs and expenses incurred in connection with its qualification as a broker-dealer under state or federal laws. The Distribution Agreement also provides that the Fund will indemnify the Distributor and its affiliates and certain other persons against certain liabilities. Specifically, the Distribution Agreement provides that the Fund shall indemnify, defend and hold the Distributor, its affiliates and each of their respective members, managers, directors, officers, employees, representatives and any person who controls or previously controlled the Distributor within the meaning of Section 15 of the Securities Act (collectively, the “Distributor Indemnitees”), free and harmless from and against any and all losses, claims, demands, liabilities, damages and expenses (including the reasonable costs of investigating or defending any alleged losses, claims, demands, liabilities, damages or expenses and any reasonable counsel fees incurred in connection therewith) (collectively, “Losses”) that any Distributor Indemnitee may incur, arising out of or relating to (i) the Distributor serving as principal underwriter of the Fund pursuant to this Agreement; (ii) the Fund’s breach of any of its obligations, representations, warranties or covenants contained in the Distribution Agreement; (iii) the Fund’s failure to comply with any applicable securities laws or regulations; or (iv) any claim that the registration statement, prospectus, shareholder reports, sales literature and advertising materials or other information filed or made public by the Fund

(as from time to time amended) include or included an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein not misleading under the Securities Act, or any other statute or the common law any violation of any rule of FINRA or of the SEC or any other jurisdiction wherein Shares of the Fund are sold, provided, however, that the Fund’s obligation to indemnify any of the Distributor Indemnitees shall not be deemed to cover any Losses arising out of any untrue statement or alleged untrue statement or omission or alleged omission made in the registration statement, prospectus, annual or interim report, or any such advertising materials or sales literature in reliance upon and in conformity with information relating to the Distributor and furnished to the Fund or its counsel by the Distributor in writing for use in such registration statement, prospectus, shareholder reports, or sales literature and advertising materials. In no event shall anything contained herein be so construed as to protect the Distributor against any liability to the Fund or its shareholders to which the Distributor would otherwise be subject by reason of willful misfeasance, bad faith, or gross negligence in the performance of its duties under the Distribution Agreement or by reason of its reckless disregard of its obligations under the Distribution Agreement.

The Investment Adviser and/or its affiliates may make payments to selected affiliated or unaffiliated third parties (including the parties who have entered into selling agreements with the Distributor) from time to time in connection with the distribution of Shares and/or the servicing of Shareholders and/or the Fund. These payments will be made out of the Investment Adviser’s and/or affiliates’ own assets and will not represent an additional charge to the Fund. The amount of such payments may be significant in amount and the prospect of receiving any such payments may provide such third parties or their employees with an incentive to favor sales of Shares of the Fund over other investment options. Contact your financial intermediary for details about revenue sharing payments it receives or may receive.

DISTRIBUTION AND SERVICE PLAN

The Fund has adopted a Distribution and Service Plan with respect to Class A Shares and Class C Shares in compliance with Rule 12b-1 under the Investment Company Act. The Distribution and Service Plan will allow the Fund to pay distribution and servicing fees for the sale and servicing of its Class A Shares and Class C Shares. Under the Distribution and Service Plan, the Fund may charge a distribution and/or shareholder servicing fee up to a maximum of 0.25% per year on Class A Shares and up to a maximum of 1.00% per year on Class C Shares on an annualized basis of the aggregate net assets of the Fund attributable to each class. The Fund or the Distributor may pay all or a portion of these fees to any registered securities dealer, financial institution or any other person who renders assistance in distributing or promoting the sale of the respective Class of Shares or who provides certain Shareholder services, pursuant to a written agreement. The Distribution and Servicing Fee is paid out of the Fund’s assets attributable to the applicable Class and decreases the net profits or increases the net losses of such Class. Class I Shares are not subject to the Distribution and Servicing Fee.

ADMINISTRATION

The Fund has retained the Administrator, UMB Fund Services, Inc., whose principal business address is 235 West Galena Street, Milwaukee, WI 53212, to provide administrative services, and to assist with operational needs. The Administrator provides such services to the Fund pursuant to an administration agreement between the Fund and the Administrator (the “Administration Agreement”). The Administrator is responsible directly or through its agents for, among other things, providing the following services to the Fund; (1) maintaining a list of Shareholders and generally performing all actions related to the issuance and repurchase of Shares of the Fund, if any, including delivery of trade confirmations and capital statements; (2) providing certain administrative, clerical and bookkeeping services; (3) providing transfer agency services, services related to the payment of distributions, and accounting services; (4) computing the NAV of the Fund in accordance with U.S. generally accepted accounting principles (“GAAP”) and procedures defined in consultation with the Investment Adviser; (5) overseeing the preparation of semi-annual and annual financial statements of the Fund in accordance with GAAP, quarterly reports of the operations of the Fund and information required for tax returns; (6) supervising regulatory compliance matters and preparing certain regulatory filings; and (7) performing additional services, as agreed upon, in connection with the administration of the Fund. The Administrator may from time to time delegate its responsibilities under the Administration Agreement to one or more parties selected by the Administrator, including its affiliates or affiliates of the Investment Adviser.

The Fund pays the Administrator tiered fees based on the average monthly net asset value of the Fund, subject to a minimum annual fee (the “Administration Fee”). The Administration Fee generally covers fund administration, fund accounting, tax regulation and compliance, transfer agent and record keeping, and custody administration services provided by the Administrator or its affiliates. The Administration Fee is paid to the Administrator out of the assets of the Fund, and therefore decreases the net profits or increases the net losses of the Fund. The Fund also reimburses the Administrator for certain out-of-pocket expenses. The Administration Fee and the other terms of the Administration Agreement may change from time to time as may be agreed to by the Fund and the Administrator.

The Administration Agreement provides that, in the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations to the Fund, the Administrator and any partner, director, officer or employee of the Administrator, or any of their affiliates, executors, heirs, assigns, successors or other legal representatives, will not be liable to the Fund for any error of judgment, for any mistake of law or for any act or omission by the person in connection with the performance of administration services for the Fund. The Administration Agreement also provides for indemnification, to the fullest extent permitted by law, by the Fund or the Administrator, or any partner, director, officer or employee of the Administrator, and any of their affiliates, executors, heirs, assigns, successors or other legal representatives, against any liability or expense to which the person may be liable that arises in connection with the performance of services to the Fund, so long as the liability or expense is not incurred by reason of the person’s willful misfeasance, bad faith, gross negligence or reckless disregard of its obligations to the Fund.

CUSTODIAN

UMB Bank, n.a. (the “Custodian”) serves as the primary custodian of the assets of the Fund and may maintain custody of such assets with U.S. and non-U.S. subcustodians (which may be banks and trust companies), securities depositories and clearing agencies in accordance with the requirements of Section 17(f) of the Investment Company Act and the rules thereunder. Assets of the Fund are not held by the Investment Adviser or the Sub-Advisers or commingled with the assets of other accounts other than to the extent that securities are held in the name of the Custodian or U.S. or non-U.S. subcustodians in a securities depository, clearing agency or omnibus customer account of such custodian. The Custodian’s principal business address is 1010 Grand Blvd., Kansas City, MO 64106.

Compliance and Treasurer Services

PINE Advisors LLC (“PINE”) provides compliance and treasurer services to the Fund pursuant to service agreements. In consideration for these services, PINE is paid a monthly fee out of the assets of the Fund. The Fund also reimburses PINE for certain out-of-pocket expenses.

FUND EXPENSES

The Fund will pay all of its expenses or reimburse the Investment Adviser or its affiliates to the extent they have previously paid such expenses on behalf of the Fund. The expenses of the Fund include, but are not limited to, any fees and expenses in connection with the organization of the Fund and the offering and issuance of Shares; all fees and expenses reasonably incurred in connection with the operation of the Fund; all fees 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, and enforcing the Fund’s rights in respect of such investments; quotation or valuation expenses; the Investment Advisory Fee, the Incentive Fee, the Administration Fee, distribution fees and expenses; servicing and other similar fees and expenses; out-of-pocket costs directly relating to investment transactions that are not consummated (dead-deal costs); other investment-related expenses, such as brokerage commissions, transfer fees; fees on any borrowings or any expenses relating to leverage or indebtedness (including any interest thereon); professional fees including accounting, audit legal, and tax preparation; out-of-pocket costs directly relating to investment transactions that are not consummated; other expenses incurred in placing orders for the purchase and sale of securities and other investment instruments; reasonable research and due diligence expenses relating to the identification and selection of investments (including expenses of news and quotation subscriptions, market or industry research, consultants or experts); investment-related software and databases relating thereto; fees and expenses of outside legal counsel (including fees and expenses associated with the review of documentation for prospective investments by the Fund), including foreign legal counsel; litigation costs and expenses, judgments and settlements directly related to the preservation of the value of investments; reasonable legal, third party consultant, and investment-related software and databases expenses incurred in relation to entering into, the reviewing, reporting, monitoring, confirming and/or administration of the investments (including expenses of engaging third party valuation consultants and agents and

expenses of loan administration with non-affiliates) and other matters (including online systems used to obtain pricing and trading information and systems used for the allocation of investments); accounting, auditing and tax preparation expenses; fees and expenses in connection with repurchase offers and any repurchases or redemptions of Shares; taxes and governmental fees (including tax preparation fees); fees and expenses of any custodian, subcustodian, transfer agent, and registrar, and any other agent of the Fund; all costs and charges for equipment or services used in communicating information regarding the Fund’s transactions with any custodian or other agent engaged by the Fund; bank services fees; costs and expenses relating to any amendment of the Declaration of Trust or other organizational documents of the Fund; expenses of preparing, amending, printing, and distributing the Prospectus and any other sales material (and any supplements or amendments thereto), reports, notices, other communications to Shareholders, and proxy materials; all taxes, fees or other governmental charges and expenses of preparing, printing, and filing reports and other documents with government agencies; expenses incurred by the Investment Adviser or Sub-Advisers in responding to a legal, administrative, judicial or regulatory action, claim, or suit relating to the Fund; expenses of Shareholders’ meetings, including the solicitation of proxies in connection therewith; shareholder recordkeeping and account services, fees, and disbursements; expenses relating to investor and public relations; fees and expenses of the members of the Board who are not employees of the Investment Adviser or its affiliates; insurance premiums; and ad hoc expenses incurred at the specific request of the Investment Adviser or the Board; Extraordinary Expenses (as defined below); and all costs and expenses incurred as a result of dissolution, winding-up and termination of the Fund. The Fund may need to sell portfolio securities to pay fees and expenses, which could cause the Fund to realize taxable gains.

“Extraordinary Expenses” means all 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 dispute and the amount of any judgment or settlement paid in connection therewith, or the enforcement of the rights against any person or entity; costs and expenses for indemnification or contribution payable to any person or entity; expenses of a reorganization, restructuring or merger, as applicable; expenses of holding, or soliciting proxies for, a meeting of shareholders; and the expenses of engaging a new administrator, custodian or transfer agent.

The Investment Adviser will bear all of its expenses and costs incurred in providing investment advisory services to the Fund, including travel and certain other expenses. In addition, the Investment Adviser is responsible for the payment of the compensation and expenses of those officers of the Fund affiliated with the Investment Adviser, and making available, without expense to the Fund, the services of such individuals, subject to their individual consent to serve and to any limitations imposed by law. The Sub-Advisers’ fees are paid by the Investment Adviser out of the Investment Advisory Fee and the Incentive Fee it receives from the Fund.

The Fund will bear directly certain ongoing offering costs of Shares which will be expensed as they are incurred. Offering costs cannot be deducted by the Fund or the Shareholders.

The Investment Adviser has entered into an expense limitation agreement (the “Expense Limitation and Reimbursement Agreement”) with the Fund, whereby the Investment Adviser has contractually agreed to limit the amount of the total annual fund operating expenses (excluding Incentive Fees, acquired fund fees and expenses, distribution and service fees, interest and fees related to warehouse investments and leverage, taxes, expenses related to litigation and potential litigation, and extraordinary expenses) so they do not exceed 2.00% of the average daily net assets for any Class (the “Expense Limit”). For a period not to exceed three years from the date on which a waiver under the Expense Limitation and Reimbursement Agreement is made, the Investment Adviser may recoup amounts waived or assumed, provided it is able to effect such recoupment without causing the Fund’s expense ratio (after recoupment) to exceed the lesser of (a) the expense limit in effect at the time of the waiver, and (b) the expense limit in effect at the time of the recoupment. The Expense Limitation and Reimbursement Agreement has a term ending on April 30, 2027 and will automatically renew thereafter for consecutive twelve-month terms, provided that such continuance is specifically approved at least annually by a majority of the Trustees. The Expense Limitation and Reimbursement Agreement may be terminated by the Fund’s Board upon thirty days’ written notice to the Investment Adviser. The Expense Limitation and Reimbursement Agreement may not be terminated by the Investment Adviser without the consent of the Trustees.

The Fund’s fees and expenses will decrease the net profits or increase the net losses of the Fund that are credited to Shareholders.

VOTING

Each Shareholder will have the right to cast a number of votes, based on the number of such Shareholder’s Shares, at any meeting of Shareholders called by the Board. Except for the exercise of such voting privileges, Shareholders will not be entitled to participate in the management or control of the Fund’s business and may not act for or bind the Fund.

SHAREHOLDER RIGHTS

Except for actions under the U.S. federal securities laws, the By-Laws (“By-Laws”) provide that by virtue of becoming a Shareholder, each Shareholder (i) irrevocably agrees that any claims, suits, actions or proceedings arising out of or relating in any way to the Trust, the Declaration of Trust or these By-Laws or asserting a claim governed by the internal affairs (or similar) doctrine, be exclusively brought in the Court of Chancery of the State of Delaware or, if such court does not have subject matter jurisdiction thereof, any other court in the State of Delaware with subject matter jurisdiction, (ii) irrevocably submits to the exclusive jurisdiction of such courts in connection with any such claim, suit, action or proceeding, (iii) irrevocably agrees not to, and waives any right to, assert in any such claim, suit, action or proceeding that (A) it is not personally subject to the jurisdiction of such courts or any other court to which proceedings in such courts may be appealed, (B) such claim, suit, action or proceeding is brought in an inconvenient forum, or (C) the venue of such claim, suit, action or proceeding is improper, (iv) expressly waives any requirement for the posting of a bond by a party bringing such claim, suit, action or proceeding, (v) consents to process being served in any such claim, suit, action or proceeding by mailing, certified mail, return receipt requested, a copy thereof to such party at the address in effect for notices hereunder, and agrees that such service shall constitute good and sufficient service of process and notice thereof; provided, nothing in clause (v) hereof shall affect or limit any right to serve process in any other manner permitted by law, and (vi) irrevocably waives any and all right to trial by jury in any such claim, suit, action or proceeding.

The designation of exclusive jurisdictions may make it more expensive for a Shareholder to bring a suit than if the Shareholder were permitted to select another jurisdiction. Also, the designation of exclusive jurisdictions and the waiver of jury trials limit a Shareholder’s ability to litigate a claim in the jurisdiction and in a manner that may be more convenient and favorable to the Shareholder.

CONFLICTS OF INTEREST

The Fund, the Investment Adviser and the Sub-Advisers may be subject to a number of actual and potential conflicts of interest.

The Investment Adviser, the Sub-Advisers and their respective affiliates engage in financial advisory activities that are independent from, and may from time to time conflict with, those of the Fund. In the future, there might arise instances where the interests of such affiliates conflict with the interests of the Fund. The Investment Adviser, the Sub-Advisers and their respective affiliates may provide services to, invest in, advise, sponsor and/or act as investment manager to investment vehicles and other persons or entities (including prospective investors in the Fund) which may have structures, investment objectives and/or policies that are similar to (or different than) those of the Fund; which may compete with the Fund for investment opportunities; and which may, subject to applicable law, co-invest with the Fund in certain transactions. In addition, the Investment Adviser, the Sub-Advisers and their respective affiliates and respective clients may themselves invest in securities that would be appropriate for the Fund. By acquiring Shares, each Shareholder will be deemed to have acknowledged the existence of any such actual and potential conflicts of interest and to have waived any claim with respect to any liability arising from the existence of any such conflict of interest, except as may otherwise be provided under provisions of Federal securities law which cannot be waived or modified.

Although the Investment Adviser, the Sub-Advisers and their respective affiliates will seek to allocate investment opportunities among the Fund and their other clients in a fair and reasonable manner, there can be no assurance that an investment opportunity which comes to the attention of the Investment Adviser, the Sub-Advisers or their respective affiliates will be appropriate for the Fund or will be referred to the Fund. The Investment Adviser, the Sub-Advisers and their respective affiliates are not obligated to refer any investment opportunity to the Fund.

The directors, partners, trustees, managers, members, officers and employees of the Investment Adviser, the Sub-Advisers and their respective affiliates may buy and sell securities or other investments for their own accounts (including through funds managed by the Investment Adviser, the Sub-Advisers or their respective affiliates). As a result of differing trading and investment strategies or constraints, investments may be made by directors, partners, trustees, managers, members, officers and employees that are the same, different from or made at different times than investments made for the Fund. To reduce the possibility that the Fund will be materially adversely affected by the personal trading described above, the Fund, the Investment Adviser and each Sub-Adviser have individually adopted codes of ethics (collectively, the “Codes of Ethics”) in compliance with Section 17(j) of the Investment Company Act that restricts securities trading in the personal accounts of investment professionals and others who normally come into possession of information regarding the portfolio transactions of the Fund. The Codes of Ethics may be obtained by calling the SEC at 1-202-551-8090. The Codes of Ethics are also available on the EDGAR Database on the SEC’s Internet site at http://www.sec.gov, and copies may be obtained, after paying a duplicating fee, by email at [email protected].

The Fund may be considered affiliates with respect to certain of its portfolio companies if certain investment funds, accounts or investment vehicles managed by a Sub-Adviser also hold interests in these portfolio companies, and as such, these interests may be considered a joint enterprise under the Investment Company Act. To the extent that the Fund’s interests in these portfolio companies may need to be restructured in the future or to the extent that the Fund chooses to exit certain of these transactions, its ability to do so will be limited.

The Investment Adviser or a Sub-Adviser may from time to time have the opportunity to receive material, non-public information (“Confidential Information”) about the issuers of certain investments, including, without limitation, investments being considered for acquisition by the Fund or held in the Fund’s portfolio. For example, principals and other employees of a Sub-Adviser may serve as directors of, or in a similar capacity with, portfolio companies in which the Fund invests, the securities of which are purchased or sold on the Fund’s behalf. The Investment Adviser or a Sub-Adviser may (but is not required to) seek to avoid receipt of Confidential Information from issuers so as to avoid possible restrictions on its ability to purchase and sell investments on behalf of the Fund and other clients to which such Confidential Information relates. In such circumstances, the Fund may be disadvantaged in comparison to other investors, including with respect to the price the Fund pays or receives when it buys or sells an investment. The Investment Adviser or a Sub-Adviser may also determine to receive such Confidential Information in certain circumstances under its applicable policies and procedures. If the Investment Adviser or a Sub-Adviser intentionally or unintentionally comes into possession of Confidential Information, it may be unable, potentially for a substantial period of time, to purchase or sell investments to which such Confidential Information relates.

Many of the Fund’s portfolio investments are expected to be loans and other securities that are not publicly traded and for which no market-based price quotation is available. The participation of the investment professionals of the Investment Adviser and/or the Sub-Advisers in the Fund’s valuation process could result in a conflict of interest as the Investment Advisory Fee and the portfolio management fees paid to the Sub-Advisers are based on the value of the Fund’s assets. A conflict of interest may also result when the Investment Adviser and/or Sub-Advisers determine the amount of leverage used by the Fund, as leverage will increase the Fund’s assets, and in the case of assets managed by Sub-Advisers, the management fee.

The professional staff of the Investment Adviser and the Sub-Advisers will devote such time and effort in conducting activities on behalf of the Fund as the Investment Adviser and Sub-Advisers reasonably determine to be appropriate for its respective duties to the Fund. However, each of the Investment Adviser’s and the Sub-Advisers’ staff is currently committed to and expects to be committed in the future to providing investment advisory services as well as other services to other clients (including other registered and unregistered pooled investment vehicles) and engaging in other business ventures in which the Fund has no interest. As a result of these separate business activities, the Investment Adviser and each Sub-Adviser has actual or potential conflicts of interest in allocating management time, services and functions among the Fund and other business ventures or clients.

The Investment Adviser and the Sub-Advisers may receive more compensation with respect to certain similarly managed accounts or funds than that received with respect to the Fund or may receive compensation based in part on the performance of those similar accounts or funds. This may create a potential conflict of interest for the Investment Adviser and the Sub-Advisers or the respective portfolio managers by providing an incentive to favor these similar accounts or funds when, for example, placing securities transactions. In addition, a Sub-Adviser or its affiliates could be viewed as having a conflict of interest to the extent that the Sub-Adviser or an affiliate has a proprietary investment

in similar accounts or funds, the portfolio managers have personal investments in similar accounts or the similar accounts are investment options in the Sub-Adviser’s or its affiliates’ employee benefit plans. Potential conflicts of interest may arise with both the aggregation and allocation of securities transactions and allocation of investment opportunities because of market factors or investment restrictions imposed upon the Sub-Adviser and its affiliates by law, regulation, contract or internal policies. Allocations of aggregated trades, particularly trade orders that were only partially completed due to limited availability and allocation of investment opportunities generally, could raise a potential conflict of interest, as a Sub-Adviser or its affiliates may have an incentive to allocate securities that are expected to increase in value to favored accounts or funds.

The Investment Adviser is an affiliate of the current Sub-Advisers and may have other relationships, including significant financial relationships, with potential Sub-Advisers or their affiliates or other third parties, which may create a conflict of interest, including recommending clients invest in investment products sponsored by a Sub-Adviser or its affiliates or other third parties. However, in making recommendations to the Board to appoint or to change a Sub-Adviser, or to change the terms of a sub-advisory agreement, the Investment Adviser considers the Sub-Adviser’s investment process, risk management, and historical performance with the goal of retaining Sub-Advisers for the Fund that the Investment Adviser believes are skilled and can deliver appropriate risk-adjusted returns.

By acquiring Shares, each Shareholder will be deemed to have acknowledged the existence of the above actual and potential conflicts of interest and to have waived any claim with respect to any liability arising from the existence of any such conflict of interest, except as may otherwise be provided under provisions of applicable Federal securities law which cannot be waived or modified.

*        As of April 1, 2026. Class A Shares and Class C Shares had not commenced operations as of the date of this Prospectus.

OFFERS TO REPURCHASE

A substantial portion of the Fund’s investments are illiquid. For this reason, the Fund is structured as a closed-end interval fund which means that the Shareholders will not have the right to redeem their Shares on a daily basis. In addition, the Fund does not expect any trading market to develop for the Shares. As a result, if investors decide to invest in the Fund, they will have very limited opportunity to sell their Shares.

The Fund intends to provide a limited degree of liquidity to the Shareholders by conducting repurchase offers quarterly.

For each repurchase offer, the Board will set an amount between 5% and 25% of the Fund’s Shares based on relevant factors, including the liquidity of the Fund’s positions and the Shareholders’ desire for liquidity. A Shareholder whose Shares (or a portion thereof) are repurchased by the Fund will not be entitled to a return of any sales charge that was charged in connection with the Shareholder’s purchase of the Shares.

Shares will be repurchased at their NAV no later than the fourteenth day after the Repurchase Request Deadline, or the next Business Day if the fourteenth day is not a Business Day. Shareholders tendering Shares for repurchase will be asked to give written notice of their intent to do so by the date specified in the notice describing the terms of the applicable repurchase offer, which date will be no more than fourteen (14) days prior to the date on which the repurchase price for shares is determined (the “Valuation Date”). Shareholders who tender may not have all of the tendered Shares repurchased by the Fund. If over-subscriptions occur, the Fund may elect to repurchase less than the full amount that a Shareholder requests to be repurchased. In such an event, the Fund may repurchase only a pro rata portion of the amount tendered by each Shareholder.

In certain circumstances, the Board may require a Shareholder to tender its Shares if, among other reasons, the Board determines that continued ownership of such Shares by the Shareholder may be harmful or injurious to the business or reputation of the Fund, may subject the Fund or any Shareholder to an undue risk of adverse tax or other fiscal consequences, or would otherwise be in the best interests of the Fund.

REPURCHASE PROCEDURES

Once each quarter, the Fund will offer to repurchase at per-class NAV per Share no less than 5% of the outstanding Shares of the Fund, unless such offer is suspended or postponed in accordance with regulatory requirements (as discussed below). For each repurchase offer, the Board will set an amount between 5% and 25% of the Fund’s Shares based on relevant factors, including the liquidity of the Fund’s positions and the Shareholders’ desire for liquidity. The offer to purchase shares is a fundamental policy that may not be changed without the vote of the holders of a majority of the Fund’s outstanding voting securities (as defined in the Investment Company Act). Shareholders will be notified in writing of each quarterly repurchase offer, how they may request that the Fund repurchase their Shares, and the date the repurchase offer ends (the “Repurchase Request Deadline”) (i.e., the date by which Shareholders can tender their Shares in response to a repurchase offer). Shares will be repurchased at the per-class NAV per Share determined as of the close of business no later than the fourteenth day after the Repurchase Request Deadline, or the next Business Day if the fourteenth day is not a Business Day (each a “Repurchase Pricing Date”).

The time between the notification to Shareholders and the Repurchase Request Deadline is generally expected to be thirty (30) days, but may vary from no more than forty-two (42) days to no less than twenty-one (21) days. Shares tendered for repurchase by Shareholders prior to any Repurchase Request Deadline will be repurchased subject to the aggregate repurchase amounts established for that Repurchase Request Deadline. The Shareholder Notification will contain information Shareholders should consider in deciding whether to tender their Shares for repurchase.

The Shareholder Notification also will include detailed instructions on how to tender Shares for repurchase, state the Repurchase Offer Amount and identify the dates of the Repurchase Request Deadline, the scheduled Repurchase Pricing Date, and the date the repurchase proceeds are scheduled for payment (the “Repurchase Payment Deadline”). The Shareholder Notification also will set forth the NAV per Share that has been computed no more than seven (7) days before the date of such notification, and how Shareholders may ascertain the NAV per Share after the notification date. Payment pursuant to the repurchase will be made by checks to the Shareholder’s address of record, or credited directly to a predetermined bank account on the Repurchase Payment Date, which will be no more than seven (7) days after the Repurchase Pricing Date. The Board may establish other policies for repurchases of Shares that are consistent with the Investment Company Act, regulations thereunder and other pertinent laws.

If Shareholders tender for repurchase more than the Repurchase Offer Amount for a given repurchase offer, the Fund may, but is not required to, repurchase an additional amount of Shares not to exceed 2% of the outstanding Shares of the Fund on the Repurchase Request Deadline. If the Fund determines not to repurchase more than the Repurchase Offer Amount, or if Shareholders tender Shares in an amount exceeding the Repurchase Offer Amount plus 2% of the outstanding Shares on the Repurchase Request Deadline, the Fund will repurchase the Shares on a pro rata basis. In addition, the Fund may accept the total number of Shares tendered in connection with required minimum distributions from an IRA or other qualified retirement plan. It is the Shareholder’s obligation to both notify and provide the Fund supporting documentation of a required minimum distribution from an IRA or other qualified retirement plan.

The Fund may suspend or postpone a repurchase offer only: (a) if making or effecting the repurchase offer would cause the Fund to lose its status as a regulated investment company under the Code; (b) for any period during which the NYSE or any market on which the securities owned by the Fund are principally traded is closed, other than customary weekend and holiday closings, or during which trading in such market is restricted; (c) for any period during which an emergency exists as a result of which disposal by the Fund of securities owned by it is not reasonably practicable, or during which it is not reasonably practicable for the Fund fairly to determine the value of its net assets; or (d) for such other periods as the SEC may by order permit for the protection of Shareholders of the Fund.

The Fund must maintain liquid assets equal to the Repurchase Offer Amount from the time that the Shareholder Notification is sent to Shareholders until the Repurchase Pricing Date. The Fund will ensure that a percentage of its net assets equal to at least 100% of the Repurchase Offer Amount consists of assets that can be sold or disposed of in the ordinary course of business at approximately the price at which the Fund has valued the investment within the time period between the Repurchase Request Deadline and the Repurchase Payment Deadline. The Board has adopted procedures that are reasonably designed to ensure that the Fund’s assets are sufficiently liquid so that the Fund can

comply with the repurchase offer and the liquidity requirements described in the previous paragraph. If, at any time, the Fund falls out of compliance with these liquidity requirements, the Board will take whatever action it deems appropriate to ensure compliance.

The Fund may cause a mandatory repurchase or redemption of all or some of the Shares of a Shareholder, or any person acquiring Shares from or through a Shareholder, at NAV in accordance with the Declaration of Trust and Section 23 of the Investment Company Act and Rule 23c-2 thereunder.

TRANSFERS OF SHARES

No person shall become a substituted Shareholder of the Fund without the consent of the Fund, which consent may be withheld in its sole discretion. Shares held by Shareholders may be transferred only: (i) by operation of law in connection with the death, divorce, bankruptcy, insolvency, or adjudicated incompetence of the Shareholder; or (ii) under other limited circumstances, with the consent of the Board or the authorized officers of the Fund (which may be withheld in its sole discretion and is expected to be granted, if at all, only under extenuating circumstances).

Notice to the Fund of any proposed transfer must include evidence satisfactory to the Board that the proposed transferee, at the time of transfer, meets any requirements imposed by the Fund with respect to investor eligibility and suitability. Notice of a proposed transfer of a Share must also be accompanied by a properly completed investor application in respect of the proposed transferee. In connection with any request to transfer Shares, the Fund may require the Shareholder requesting the transfer to obtain, at the Shareholder’s expense, an opinion of counsel selected by the Fund as to such matters as the Fund may reasonably request. The Board generally will not consent to a transfer of Shares by a Shareholder (i) unless such transfer is to a single transferee, or (ii) if, after the transfer of the Shares, the balance of the account of each of the transferee and transferor is less than $10,000. Each transferring Shareholder and transferee may be charged reasonable expenses, including, but not limited to, attorneys’ and accountants’ fees, incurred by the Fund in connection with the transfer.

Any transferee acquiring Shares by operation of law in connection with the death, divorce, bankruptcy, insolvency, or adjudicated incompetence of the Shareholder, will be entitled to the distributions allocable to the Shares so acquired, to transfer the Shares in accordance with the terms of the Declaration of Trust and to tender the Shares for repurchase by the Fund, but will not be entitled to the other rights of a Shareholder unless and until the transferee becomes a substituted Shareholder as specified in the Declaration of Trust. If a Shareholder transfers Shares with the approval of the Board, the Fund shall as promptly as practicable take all necessary actions so that each transferee or successor to whom the Shares are transferred is admitted to the Fund as a Shareholder.

By subscribing for Shares, each Shareholder agrees to indemnify and hold harmless the Fund, the Board, the Investment Adviser, the Sub-Advisers, the Administrator, the Custodian and each other Shareholder, and any affiliate of the foregoing against all losses, claims, damages, liabilities, costs, and expenses (including legal or other expenses incurred in investigating or defending against any losses, claims, damages, liabilities, costs, and expenses or any judgments, fines, and amounts paid in settlement), joint or several, to which such persons may become subject by reason of or arising from any transfer made by that Shareholder in violation of the Declaration of Trust or any misrepresentation made by that Shareholder in connection with any such transfer.

ANTI-MONEY LAUNDERING

If the Fund, the Investment Adviser or any governmental agency believes that the Fund has sold Shares to, or is otherwise holding assets of, any person or entity that is acting, directly or indirectly, in violation of U.S., international or other anti-money laundering laws, rules, regulations, treaties or other restrictions, or on behalf of any suspected terrorist or terrorist organization, suspected drug trafficker, or senior foreign political figure(s) suspected of engaging in corruption, the Fund, the Investment Adviser or such governmental agency may freeze the assets of such person or entity invested in the Fund or suspend the repurchase of Shares. The Fund may also be required to, or deem it necessary or advisable to, remit or transfer those assets to a governmental agency, in some cases without prior notice to the investor.

CALCULATION OF NET ASSET VALUE

GENERAL

The Administrator calculates the Fund’s NAV as of the close of business on each Business Day and at such other times as the Board may determine, including in connection with repurchases of Shares, in accordance with the procedures described below or as may be determined from time to time in accordance with policies established by the Board. The Fund’s Board oversees the valuation of the Fund’s investments on behalf of the Fund. The Board has approved valuation procedures for the Fund (the “Valuation Procedures”) and designated the Fund’s Investment Adviser as its valuation designee (“Valuation Designee”).

Investments in securities that are listed on the NYSE are valued, except as indicated below, at market value. Market value is generally determined on the basis of the official closing prices or the latest reported sales prices. Securities not listed on the NYSE but listed on other domestic or foreign securities exchanges are valued in a similar manner. Investments for which market quotations are not readily available are valued at fair value as determined in good faith pursuant to Rule 2a-5 under the Investment Company Act.

As a general matter, to value the Fund’s investments, the Valuation Designee will use current market values when available, and otherwise value the Fund’s investments with fair value methodologies that the Investment Adviser believes to be consistent with those used by the Fund for valuing its investments. These fair value calculations will involve significant professional judgment by the Valuation Designee with the help of the Sub-Advisers in the application of both observable and unobservable attributes, and it is possible that the fair value determined for a security may differ materially from the value that could be realized upon the sale of the security. There is no single standard for determining fair value of an investment. Likewise, there can be no assurance that the Fund will be able to purchase or sell an investment at the fair value price used to calculate the Fund’s NAV. Rather, in determining the fair value of an investment for which there are no readily available market quotations, the Fund and the Valuation Designee may consider several factors, including: (1) evaluation of all relevant factors, including but not limited to, pricing history, current market level, supply and demand of the respective investment; (2) comparison to the values and current pricing of investments that have comparable characteristics; (3) knowledge of historical market information with respect to the investment; (4) other factors relevant to the investment which would include, but not be limited to, collateral, duration, yield, fundamental analytical data, the Treasury yield curve, and credit quality. The Valuation Designee may also consider periodic financial statements (audited and unaudited) or other information provided by the investment’s borrower. The Sub-Advisers will attempt to obtain current valuation information from the borrower to value all fair valued investments, but it is anticipated that such information could be available on no more than a quarterly basis. This is especially true as it relates to direct loans. Furthermore, the Board and the Valuation Designee may not have the ability to assess the accuracy of the valuation information from the borrowers.

The Valuation Designee will monitor the valuations of Fund investments and report any material changes in valuation to the Board. The Valuation Designee and the Board will consider, no less frequently than quarterly, all relevant information and the reliability of pricing information.

Additionally, the values of the Fund’s direct loan investments are adjusted daily based on the estimated total return that the asset will generate during the current quarter. The Investment Adviser monitors these estimates regularly and update them as necessary if macro or individual changes warrant any adjustments. The Investment Adviser seeks to evaluate on a daily basis material information about the Fund’s investments; however, for the reasons noted herein, the Investment Adviser may not be able to acquire and/or evaluate properly such information on a daily basis for certain investments. Due to these various factors, the Fund’s fair value determinations can cause the Fund’s NAV on a given day to materially understate or overstate the value of its investments. As a result, investors who purchase Shares may receive more or less Shares and investors who tender their Shares may receive more or less cash proceeds than they otherwise would receive.

SUSPENSION OF CALCULATION OF NET ASSET VALUE

As noted above, the Administrator calculates the Fund’s NAV as of the close of business on each Business Day. However, there may be circumstances where it may not be practicable to determine an NAV, including, but not limited to during any period when the principal stock exchanges for securities in which the Fund has invested its assets are closed other than for weekends and customary holidays (or when trading on such exchanges is restricted or suspended), or an emergency exists as determined by the SEC, making securities sales or determinations of NAV not practicable,

or the SEC permits a delay for the protection of shareholders. In such circumstances, the Board (after consultation with the Investment Adviser) may suspend the calculation of NAV. The Fund will not accept subscriptions for Shares if the calculation of NAV is suspended, and the suspension may require the termination of a pending repurchase offer by the Fund (or the postponement of the Valuation Date for a repurchase offer). Notwithstanding a suspension of the calculation of NAV, the Fund will be required to determine the value of its assets and report NAV in its semi-annual and annual reports to Shareholders and in its reports on Form N-PORT filed with the SEC after the end of the first and third quarters of the Fund’s fiscal year. The Administrator will resume calculation of the Fund’s NAV after the Board (in consultation with the Investment Adviser) determines that conditions no longer require suspension of the calculation of NAV.

DIVIDEND REINVESTMENT PLAN

The Fund has a dividend reinvestment plan (the “DRIP”). Unless a Shareholder elects to receive cash by contacting the Fund’s Administrator, UMB Fund Services, Inc. at 1-833-701-2855 or 235 West Galena Street, Milwaukee, WI 53212, all dividends and/or capital gains distributions declared on Shares will be automatically reinvested in full and fractional Shares at the Fund’s then current NAV. Shareholders who elect not to participate in the DRIP will receive all dividends and capital gains distributions in cash paid by check mailed directly to the shareholder of record or via electronic funds transfer (or, if the Shares are held in street or other nominee name, then to such nominee) by the Administrator as dividend disbursing agent. Participation in the DRIP is completely voluntary and may be terminated or resumed at any time without penalty by notice if received and processed by the Administrator prior to the dividend record date; otherwise such termination or resumption will be effective with respect to any subsequently declared dividend or other distribution. Such notice will be effective with respect to a particular dividend or other distribution (together, a “Dividend”). Some brokers or dealers may automatically elect to receive cash on behalf of Shareholders who hold their Shares in the broker or dealer’s name and may re-invest that cash in additional Shares. Reinvested Dividends will increase the Fund’s assets on which the Investment Advisory Fee is payable to the Investment Adviser.

Whenever the Fund declares a dividend and/or capital gain payable in cash, non-participants in the DRIP will receive cash and participants in the DRIP will receive the equivalent in Shares. The Shares will be acquired by the Administrator for the DRIP participants’ accounts through receipt of additional unissued but authorized Shares from the Fund (“Newly Issued Shares”).

The Administrator maintains all Shareholders’ accounts in the DRIP and furnishes written confirmation of all transactions in the accounts, including information needed by Shareholders for tax records. Shares in the account of each DRIP participant will be held by the Administrator on behalf of the DRIP participant, and each Shareholder proxy will include those Shares purchased or received pursuant to the DRIP. The Administrator will forward all proxy solicitation materials to participants and vote proxies for Shares held under the DRIP in accordance with the instructions of the participants.

Beneficial owners of Shares who hold their Shares in the name of a broker or dealer should contact the broker or nominee to determine whether and how they may participate in, or opt out of, the DRIP. In the case of Shareholders such as banks, brokers or dealers that hold shares for others who are the beneficial owners, the Administrator will administer the DRIP on the basis of the number of Shares certified from time to time by the record Shareholder’s name and held for the account of beneficial owners who participate in the DRIP.

There will be no brokerage charges with respect to Shares issued directly by the Fund. The automatic reinvestment of dividends and/or capital gains in Shares under the DRIP will not relieve participants of any federal, state or local income tax that may be payable (or required to be withheld) on such dividends and/or capital gains, even though such participants have not received any cash with which to pay the resulting tax. See “TAXATION OF THE FUND — Distributions to Shareholders” below.

The Fund reserves the right to amend or terminate the DRIP. There is no direct service charge to participants with regard to purchases in the DRIP; however, the Fund reserves the right to amend the DRIP to include a service charge payable by the participants.

All correspondence or questions concerning the Plan should be directed to the Fund’s Administrator, UMB Fund Services, Inc. at 1-833-701-2855 or 235 West Galena Street, Milwaukee, WI 53212.

TAXES

INTRODUCTION

The following is a summary of certain material federal income tax consequences of acquiring, holding and disposing of Shares. Because the federal income tax consequences of investing in the Fund may vary from Shareholder to Shareholder depending on each Shareholder’s unique federal income tax circumstances, this summary does not attempt to discuss all of the federal income tax consequences of such an investment. Among other things, except in certain limited cases, this summary does not purport to deal with persons in special situations (such as financial institutions, insurance companies, entities exempt from federal income tax, regulated investment companies, dealers in commodities and securities, pass through entities, and, except to the extent discussed below, non-U.S. persons). Further, to the limited extent this summary discusses possible foreign, state and local income tax consequences, it does so in a very general manner. Finally, this summary does not purport to discuss federal tax consequences (such as estate and gift tax consequences) other than those arising under the federal income tax laws. You are therefore urged to consult your tax advisers to determine the federal, state, local and foreign tax consequences of acquiring, holding and disposing of Shares.

The following summary is based upon the Code as well as administrative regulations and rulings and judicial decisions thereunder, as of the date hereof, all of which are subject to change at any time (possibly on a retroactive basis). Accordingly, no assurance can be given that the tax consequences to the Fund or its shareholder will continue to be as described herein.

The Fund has not sought or obtained a ruling from the IRS (or any other federal, state, local or foreign governmental agency) or an opinion of legal counsel as to any specific federal, state, local or foreign tax matter that may affect it. Accordingly, although this summary is considered to be a correct interpretation of applicable law, no assurance can be given that a court or taxing authority will agree with such interpretation or with the tax positions taken by the Fund.

Except where specifically noted, this summary relates solely to U.S. Shareholders. A U.S. Shareholder for purposes of this discussion is a person who is a citizen or a resident alien of the U.S., a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) organized under the laws of the U.S. or any political subdivision thereof, an estate whose income is subject to U.S. federal income tax regardless of its source or a trust if: (i) a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons are authorized to control all substantial decisions of the trust or (ii) the trust has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.

TAXATION OF THE FUND

The below is a summary of certain U.S. federal income tax considerations relevant under current law, which is subject to change. Except where otherwise specifically indicated, the discussion relates to investors who are individual U.S. citizens or residents. You should consult your own tax adviser regarding tax considerations relevant to your specific situation, including federal, state, local and non-U.S. taxes.

The Fund intends to qualify as a RIC under federal income tax law. As a RIC, the Fund will generally not be subject to federal corporate income taxes, provided that it distributes out to Shareholders its net income and gain each year. To qualify for treatment as a RIC, the Fund must meet three important tests each year.

First, the Fund must derive with respect to each taxable year at least 90% of its gross income from dividends, interest, certain payments with respect to securities loans, gains from the sale or other disposition of stock or securities or foreign currencies, other income derived with respect to its business of investing in such stock, securities or currencies, or net income derived from interests in qualified publicly traded partnerships (“Qualifying Income”). It should be noted that to the extent the Fund earns any fees from the origination of loans, such fee income will generally not be included as income that satisfies the 90% test described in the preceding sentence.

Second, generally, at the close of each quarter of its taxable year, at least 50% of the value of the Fund’s assets must consist of cash and cash items, U.S. government securities, securities of other RICs, and securities of other issuers (as to which the Fund has not invested more than 5% of the value of its total assets in securities of the issuer and as to which the Fund does not hold more than 10% of the outstanding voting securities of the issuer), and no more

than 25% of the value of the Fund’s total assets may be invested in the securities of (1) any one issuer (other than U.S. government securities and securities of other RICs), (2) two or more issuers that the Fund controls and which are engaged in the same or similar trades or businesses, or (3) one or more qualified publicly traded partnerships.

Third, the Fund must distribute an amount equal to at least the sum of 90% of its investment company taxable income (net investment income and the excess of net short-term capital gain over net long-term capital loss) and 90% of its tax-exempt income, if any, for the year.

The Fund intends to comply with this distribution requirement. If the Fund were to fail to make sufficient distributions, it could be liable for corporate income tax and for excise tax in respect of the shortfall or, if the shortfall is large enough, the Fund could be disqualified as a RIC. If for any taxable year the Fund were not to qualify as a RIC, all its taxable income would be subject to tax at regular corporate rates without any deduction for distributions to Shareholders. In that event, taxable Shareholders would recognize dividend income on distributions to the extent of the Fund’s current and accumulated earnings and profits, and corporate Shareholders could be eligible for the dividends-received deduction.

The Code imposes a nondeductible 4% excise tax on RICs that fail to distribute each year an amount equal to specified percentages of their ordinary taxable income and capital gain net income (excess of capital gains over capital losses). The Fund intends to make sufficient distributions or deemed distributions each year to avoid liability for this excise tax.

Certain of the Fund’s investments will require the Fund to recognize taxable income in a taxable year in excess of the cash generated on those investments during that year. In particular, the Fund expects to invest in debt obligations that will be treated as having “market discount” and/or OID for U.S. federal income tax purposes. Additionally, some of the CLOs in which the Fund may invest may constitute passive foreign investment companies, or under certain circumstances, controlled foreign corporations. Because the Fund may be required to recognize income in respect of these investments before, or without receiving, cash representing such income, the Fund may have difficulty satisfying the annual distribution requirements applicable to RICs and avoiding Fund-level U.S. federal income and/or excise taxes. Accordingly, the Fund may be required to sell assets, including at potentially disadvantageous times or prices, raise additional debt or equity capital, make taxable distributions of its Shares or debt securities, or reduce new investments, to obtain the cash needed to make income distributions and/or meet repurchase requests. If the Fund liquidates assets to raise cash, the Fund may realize gain or loss on such liquidations. In the event the Fund realizes net capital gains from such liquidation transactions, the Shareholders may receive larger capital gain distributions than they would in the absence of such transactions. Additionally, liquidation of Fund assets in order to meet Share repurchases may impact the Fund’s ability to qualify as a RIC under the Code as described above.

The Fund may invest a portion of its net assets in below investment grade instruments. Investments in these types of instruments may present special tax issues for the Fund. U.S. federal income tax rules are not entirely clear about issues such as when the Fund may cease to accrue interest, OID or market discount, when and to what extent deductions may be taken for bad debts or worthless instruments, how payments received on obligations in default should be allocated between principal and income and whether exchanges of debt obligations in a bankruptcy or workout context are taxable. These and other issues will be addressed by the Fund to the extent necessary to seek to ensure that it distributes sufficient income that it does not become subject to U.S. federal income or excise tax.

To the extent that the Fund makes investments in assets that are expected to earn income that is not Qualifying Income, the Fund may make such investments indirectly, through a wholly-owned corporate subsidiary. If a subsidiary is a U.S. corporation, it will pay tax on its net income at corporate tax rates, and distributions from the subsidiary’s earnings and profits will be qualified dividend income. If a subsidiary is a non-U.S. corporation, such subsidiary will be a controlled foreign corporation (“CFC”) for U.S. federal income tax purposes. It would not expected to be subject to U.S. income tax unless it earns U.S.-source income. However, as a wholly-owned CFC, such subsidiary’s net income and capital gains, to the extent of its earnings and profits, will be included each year in the Fund’s investment company taxable income even if the CFC does not distribute the income. In 2019, the Treasury and the IRS issued regulations that provide that the income from a foreign subsidiary that is a CFC is qualifying income for purposes of a fund remaining qualified as a RIC for U.S. federal income tax purposes (1) that the income is actually distributed by the foreign subsidiary to the RIC each year and (2) even if not distributed, to extent the income is derived with respect to the fund’s business of investing in stock, securities or currencies. Accordingly, the Fund believes that income of a

CFC would be Qualifying Income, but there is a risk that the IRS could assert that the income derived from the Fund’s investment in such a foreign subsidiary is not Qualifying Income. If the Fund were to fail to qualify as a RIC and became subject to federal income tax, shareholders of the Fund would be subject to diminished returns.

Distributions to Shareholders.    The Fund contemplates declaring as dividends each year all or substantially all of its taxable income and intends to make quarterly distributions. In general, distributions will be taxable to you for federal, state and local income tax purposes unless you are a tax-exempt entity, including qualified retirement plans or individual retirement accounts. Distributions are taxable whether they are received in cash or reinvested in Shares. Each Shareholder whose Shares are registered in its own name will automatically be a participant under the Fund’s dividend reinvestment program (the “DRIP”) and have all income dividends and/or capital gains distributions automatically reinvested in Shares priced at the then-current NAV unless such Shareholder, at any time, specifically elects to receive income dividends and/or capital gains distributions in cash. A Shareholder receiving Shares under the DRIP instead of cash distributions may still owe taxes and, because Fund Shares are generally illiquid, may need other sources of funds to pay any taxes due. Thus, to the extent a Shareholder participates in the DRIP, a Shareholder may recognize income and gains taxable for federal, state and local income tax purposes and not receive any cash distributions to pay any resulting taxes.

Fund distributions, if any, that are attributable to net capital gains (the excess, if any, of net long-term capital gains over net short-term capital losses) or to “qualified dividend income” earned by the Fund would be taxable to non-corporate Shareholders at the reduced rates applicable to long-term capital gains. Shareholders must have owned the Shares for at least sixty-one (61) days during the one hundred twenty-one (121) day period beginning sixty (60) days before the ex-dividend date to benefit from the lower rates on qualified dividend income. Because the Fund’s income is derived primarily from sources that do not pay “qualified dividend income,” dividends from the Fund generally are not expected to qualify for taxation at the long-term capital gain rates available to individuals on qualified dividend income.

Shareholders are generally taxed on any dividends from the Fund in the year they are actually distributed. Dividends declared in October, November or December of a year, and paid in January of the following year, will generally be treated for federal income tax purposes as having been paid to Shareholders on December 31st of the year in which the dividend was declared.

Shareholders should contact the Fund’s Administrator, at 1-833-701-2855 or at 235 West Galena Street, Milwaukee, WI 53212 to make elections to receive income dividends and/or capital distributions in cash; to terminate their participation in the program; and for any other inquiries related to the DRIP.

Expenses.    As long as the Fund is not continuously offered pursuant to a public offering, regularly traded on an established securities market or does not have at least five hundred (500) Shareholders at all times during the taxable year, certain expenses incurred by the Fund that if paid by an individual would be treated only as “miscellaneous itemized deductions” are generally not deductible by the Fund. Instead, each Shareholder will be treated as if it received a dividend in an amount equal to its allocable share of the Fund’s expenses and then having paid such expenses itself. For non-corporate taxpayers, such expenses will generally be “miscellaneous itemized deductions” and the ability of non-corporate taxpayers to deduct miscellaneous itemized deductions is now permanently disallowed.

Certain Withholding Taxes.    The Fund may be subject to taxes, including foreign withholding taxes, attributable to investments of the Fund. The Fund does not expect to be eligible to elect, for federal income tax purposes, to pass through foreign tax credits or deductions to its Shareholders.

Sales, Exchanges and Redemptions.    Shareholders will recognize a taxable gain or loss on a sale, exchange or redemption of Shares in an amount equal to the difference between the Shareholder’s tax basis in the Shares and the amount the Shareholder receives for them. Generally, this gain or loss will be long-term or short-term depending on whether the holding period for such Shares in the hands of the Shareholder exceeds twelve (12) months, except that a capital loss on Shares held for six (6) months or less will be treated as long-term capital loss to the extent of any capital gains dividends received on the Shares during that holding period. Additionally, any loss realized on a disposition of Shares of the Fund may be disallowed under “wash sale” rules to the extent the Shares disposed of are

replaced with other Shares of the Fund within a period of sixty-one (61) days beginning thirty (30) days before and ending thirty (30) days after the Shares are disposed of, such as pursuant to a dividend reinvestment in Shares of the Fund. If disallowed, the loss will be reflected in an upward adjustment to the basis of the Shares acquired.

The Fund is required to compute and report the cost basis on Shares sold or exchanged. The Fund has elected to use the First In, First Out (“FIFO”) method unless it is instructed to select a different method, or a Shareholder chooses to specifically identify Shares at the time of each sale or exchange. If a Shareholder’s account is held by a broker or other adviser, they may select a different method. In these cases, Shareholders should contact the holder of the Shares to obtain information with respect to the available methods and elections for such accounts. Shareholders should carefully review the cost basis information provided by the Fund and make any additional basis, holding period or other adjustments that are required when reporting these amounts on federal and state income tax returns.

Pursuant to the Regulations directed at tax shelter activity, taxpayers are required to disclose to the IRS certain information on Form 8886 if they participate in a “reportable transaction.” A transaction may be a “reportable transaction” based upon any of several indicia with respect to a Shareholder, including the recognition of a loss in excess of certain thresholds (for individuals, $2 million in one year or $4 million in any combination of years). Investors should consult their own tax advisers concerning any possible disclosure obligation with respect to their investment in Shares.

IRAs and Other Tax Qualified Plans.    In general, dividends received and gains realized with respect to Shares held in an IRA or other tax qualified plan are not currently taxable unless the Shares were acquired with borrowed funds. However, a tax-exempt shareholder may recognize unrelated business taxable income if the Fund recognizes certain “excess inclusion income” derived from direct or indirect investments in residual interests in real estate mortgage investment conduits or equity interests in taxable mortgage pools.

U.S. Tax Treatment of Non-U.S. Shareholders.    A “Non-U.S. Shareholder” for purposes of this discussion generally is a beneficial owner of Shares that is not a U.S. Shareholder or an entity treated as a partnership for U.S. federal income tax purposes. This includes nonresident alien individuals, foreign trusts or estates and foreign corporations. Whether an investment in Shares is appropriate for a Non-U.S. Shareholder will depend upon that person’s particular circumstances. An investment in Shares may have adverse tax consequences as compared to a direct investment in the assets in which the Fund will invest. Non-U.S. Shareholders should consult their tax advisers with respect to the U.S. federal income tax and withholding tax, and state, local and foreign tax consequences of an investment in Shares, including applicable tax reporting requirements.

Distributions of “investment company taxable income” to Non-U.S. Shareholders (including interest income and realized net short-term capital gains in excess of realized long-term capital losses, which generally would be free of withholding if paid to Non-U.S. Shareholders directly) will be subject to withholding of U.S. federal tax at a 30% rate (or lower rate provided by an applicable treaty) to the extent of the Fund’s current and accumulated earnings and profits unless the distributions are effectively connected with a U.S. trade or business of a Non-U.S. Shareholder. If the distributions are effectively connected with a U.S. trade or business of a Non-U.S. Shareholder, and, if required by an applicable income tax treaty, attributable to a permanent establishment in the United States, the distributions will be subject to U.S. federal income tax at the rates applicable to the U.S. Shareholder, and the Fund will not be required to withhold U.S. federal tax if the Non-U.S. Shareholder complies with applicable certification and disclosure requirements. Special certification requirements apply to a Non-U.S. Shareholder that is a foreign partnership or a foreign trust, and such entities are urged to consult their tax advisers.

Properly designated dividends received by a Non-U.S. Shareholder are generally exempt from U.S. federal withholding tax when they (i) are paid in respect of the Fund’s “qualified net interest income” (generally, the Fund’s U.S.-source interest income, other than certain contingent interest and interest from obligations of a corporation or partnership in which the Fund is at least a 10% shareholder, reduced by expenses that are allocable to such income), or (ii) are paid in connection with the Fund’s “qualified short-term capital gains” (generally, the excess of the Fund’s net short-term capital gain over its long-term capital loss for such taxable year). In order to qualify for this exemption from withholding, a Non-U.S. Shareholder must comply with applicable certification requirements relating to its Non-U.S. Shareholder status (including, in general, furnishing an IRS Form W-8BEN (for individuals), IRS

Form W-8BEN-E (for entities) or an acceptable substitute or successor form). In the case of Shares held through an intermediary, the intermediary may withhold even if the Fund designates the payment as qualified net interest income or qualified short-term capital gain. Non-U.S. Shareholders should contact their intermediaries with respect to the application of these rules to their accounts.

Actual or deemed distributions of the Fund’s net capital gains to a Non-U.S. Shareholder, and gains realized by a Non-U.S. Shareholder upon the sale or redemption of Shares, will not be subject to U.S. federal income tax unless the distributions or gains, as the case may be, are effectively connected with a U.S. trade or business of the Non-U.S. Shareholder (and, if an income tax treaty applies, are attributable to a permanent establishment maintained by the Non-U.S. Shareholder in the United States) or, in the case of an individual, the Non-U.S. Shareholder was present in the United States for 183 days or more during the taxable year and certain other conditions are met.

If the Fund distributes its net capital gains in the form 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 equal to the non-U.S. Shareholder’s allocable share of the corporate-level tax the Fund pays on the capital gains deemed to have been distributed; however, in order to obtain the refund, the Non-U.S. Shareholder must obtain a U.S. taxpayer identification number and file a U.S. federal income tax return even if the Non-U.S. Shareholder would not otherwise be required to obtain a U.S. taxpayer identification number or file a U.S. federal income tax return.

For a corporate Non-U.S. Shareholder, distributions (both cash and in Shares), and gains realized upon the sale or redemption of Shares that are effectively connected to a U.S. trade or business may, under certain circumstances, be subject to an additional “branch profits tax” at a 30% rate (or at a lower rate if provided for by an applicable treaty).

A Non-U.S. Shareholder who is a non-resident alien individual may be subject to information reporting and backup withholding of U.S. federal income tax on dividends unless the Non-U.S. Shareholder provides the Fund or the Administrator with an IRS Form W-8BEN or an acceptable substitute form or otherwise meets documentary evidence requirements for establishing its Non-U.S. Shareholder status or otherwise establishes an exemption from backup withholding.

Pursuant to U.S. withholding provisions commonly referred to as the Foreign Account Tax Compliance Act (“FATCA”), payments of most types of income from sources within the United States (as determined under applicable U.S. federal income tax principles), such as interest and dividends, in each case, to a foreign financial institution, investment funds and other non-U.S. persons generally will be subject to a 30% U.S. federal withholding tax, unless certain information reporting and other applicable requirements are satisfied. Any Non-U.S. Shareholder that either does not provide the relevant information or is otherwise not compliant with FATCA may be subject to this withholding tax on certain distributions from the Fund. Any taxes required to be withheld under these rules must be withheld even if the relevant income is otherwise exempt (in whole or in part) from withholding of U.S. federal income tax, including under an income tax treaty between the United States and the Non-U.S. Shareholder’s beneficial owner’s country of tax residence. Each Non-U.S. Shareholder should consult its tax advisers regarding the possible implications of this withholding tax (and the reporting obligations that will apply to such Non-U.S. Shareholder, which may include providing certain information in respect of such Non-U.S. Shareholder’s beneficial owners).

State and Local Taxes.    In addition to the U.S. federal income tax consequences summarized above, you may be subject to state and local taxes on distributions and redemptions. State income taxes may not apply, however, to the portions of the Fund’s distributions, if any, that are attributable to interest on U.S. government securities.

Information Reporting and Backup Withholding.    Under applicable “backup withholding” requirements, the Fund may be required in certain cases to withhold and remit to the IRS a percentage of taxable dividends or gross proceeds realized upon sale payable to Shareholders who have failed to provide a correct tax identification number in the manner required, or who are subject to withholding by the IRS for failure to properly include on their return payments of taxable interest or dividends, or who have failed to certify to the Fund that they are not subject to backup withholding when required to do so or that they are “exempt recipients.” The amount of any backup withholding from a payment to a Shareholder will be allowed as a credit against the Shareholder’s U.S. federal income tax liability and may entitle such a Shareholder to a refund, provided that the required information is timely furnished to the IRS.

OTHER TAX MATTERS

The preceding is a summary of some of the tax rules and considerations affecting Shareholders and the Fund’s operations and does not purport to be a complete analysis of all relevant tax rules and considerations, nor does it purport to be a complete listing of all potential tax risks inherent in making an investment in the Fund. A Shareholder may be subject to other taxes, including but not limited to, state and local taxes, estate and inheritance taxes, and intangible taxes that may be imposed by various jurisdictions. It is the responsibility of each Shareholder to file all appropriate tax returns that may be required. Each prospective Shareholder is urged to consult with his or her tax adviser with respect to any investment in the Fund.

ERISA AND CODE CONSIDERATIONS

Persons who are fiduciaries with respect to an employee benefit plan or other arrangements subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) (an “ERISA Plan”), certain individual retirement accounts (“IRAs”), or certain Keogh plans, should consider, among other things, the matters described below before determining whether to invest in the Fund. ERISA imposes certain general and specific responsibilities on persons who are fiduciaries with respect to an ERISA Plan, including prudence, diversification, the avoidance of prohibited transactions, and other standards. In determining whether a particular investment is appropriate for an ERISA Plan, U.S. Department of Labor regulations provide that a fiduciary of the ERISA Plan must give appropriate consideration to, among other things, the role that the investment plays in the ERISA Plan’s portfolio, whether the investment is designed reasonably to further the ERISA Plan’s purposes, the risk and return factors, the portfolio’s composition with regard to diversification, the liquidity and current total return of the portfolio relative to the anticipated cash flow needs of the ERISA Plan and the proposed investment, the income taxes (if any) attributable to the investment, and the projected return of the investment relative to the ERISA Plan’s funding objectives. Before investing the assets of an ERISA Plan in the Fund, an ERISA Plan fiduciary should determine whether such an investment is consistent with ERISA’s fiduciary responsibilities and the foregoing considerations. If a fiduciary with respect to any such ERISA Plan breaches such responsibilities with regard to selecting an investment or an investment course of action for such ERISA Plan, the fiduciary may be held personally liable for losses incurred by the ERISA Plan as a result of such breach. Non-ERISA-covered IRAs and Keogh plans and other arrangements not subject to ERISA, but subject to the prohibited transaction rules of Section 4975 of the Code (“Code Plans”; together with ERISA Plans, “Plans”), should determine whether an investment in the Fund will violate those rules.

Because the Fund will be registered as an investment company under the Investment Company Act, the underlying assets of the Fund will not be considered “plan assets” of the Plans investing in the Fund for purposes of ERISA’s fiduciary responsibility rules and ERISA and the Code’s prohibited transaction rules. Thus, neither the Investment Adviser nor any Sub-Adviser will be a fiduciary within the meaning of ERISA and the Code with respect to the assets of any Plan that becomes a Shareholder of the Fund, solely as a result of the Plan’s investment in the Fund.

Certain prospective ERISA Plan investors may currently maintain relationships with the Investment Adviser or a Sub-Adviser or with other entities that are affiliated with the Investment Adviser or a Sub-Adviser. Each of such persons may be deemed to be a party in interest to, a disqualified person of, and/or a fiduciary of any ERISA Plan to which it provides investment management, investment advisory, or other services. ERISA and the Code prohibit ERISA Plan assets from being used for the benefit of a party in interest or disqualified person and also prohibit a fiduciary from using its position to cause the ERISA Plan to make an investment from which it or certain third parties in which such fiduciary has an interest would receive a fee or other consideration. ERISA Plan investors should consult with legal counsel to determine if participation in the Fund is a transaction that is prohibited by ERISA or the Code. ERISA Plan fiduciaries will be required to represent that the decision to invest in the Fund was made by them as fiduciaries that are independent of such affiliated persons, that they are duly authorized to make such investment decisions, and that they have not relied on any individualized advice or recommendation of such affiliated persons as a primary basis for the decision to invest in the Fund.

The provisions of ERISA and the Code are subject to extensive and continuing administrative and judicial interpretation and review. The discussion of ERISA and the Code contained herein is, of necessity, general and may be affected by the future publication or the future applicability of final regulations and rulings. Potential investors should consult with their legal advisers regarding the consequences under ERISA and the Code of the acquisition and ownership of Shares.

DESCRIPTION OF SHARES

The Fund is authorized to offer three separate classes of Shares designated as Class I Shares, Class A Shares, and Class C Shares. The Fund has received exemptive relief from the SEC permitting it to offer multiple classes of Shares. The Fund may offer other classes of Shares as well in the future. From time to time, the Board may create and offer additional classes of Shares, or may vary the characteristics of Class I Shares, Class A Shares and/or Class C Shares described herein, including without limitation, in the following respects: (1) the amount of fees permitted by a distribution and/or service plan as to such class; (2) voting rights with respect to a distribution and/or service plan as to such class; (3) different class designations; (4) the impact of any class expenses directly attributable to a particular class of Shares; (5) differences in any dividends and NAVs resulting from differences in fees under a distribution and/or service plan or in class expenses; (6) any sales load structure; and (7) any conversion features, as permitted under the Investment Company Act. The Fund’s repurchase offers will be made to all of its classes of Shares at the same time, in the same proportional amounts and on the same terms, except for differences in NAVs resulting from differences in fees under a distribution and/or service plan or in class expenses.

PURCHASING SHARES

PURCHASE TERMS

The minimum initial investment in the Fund by any investor for Class I Shares is $250,000, the minimum initial investment by any investor for Class A Shares is $25,000 and the minimum initial investment by any investor for Class C Shares is $25,000. However, the Fund, in its sole discretion, may accept investments below these minimums. Shares may be purchased by principals and employees of the Investment Adviser or its affiliates and their immediate family members without being subject to the minimum investment requirements. The purchase price for each class of Shares will be based on the NAV per Share of that Class as of the date such Shares are purchased.

Class A Shares are subject to a sales charge up to 5.75%.

Class A Shares — Sales Charge Schedule

*        The offering price includes the sales charge.

Class I Shares and Class C Shares are not subject to an initial sales charge.

Shares will generally be offered for purchase on each Business Day, except that Shares may be offered more or less frequently as determined by the Fund in its sole discretion. The Board may also suspend or terminate offerings of Shares at any time.

Except as otherwise permitted by the Board, initial and subsequent purchases of Shares will be payable in cash. Orders will be priced at the appropriate price next computed after the order is received by the Administrator. The Fund reserves the right, in its sole discretion, to accept or reject any subscription to purchase Shares in the Fund at any time. In the event that cleared funds and/or a properly completed investor application are not received from a prospective investor prior to the cut-off times pertaining to a particular offering, the Fund may hold the relevant funds and investor application for processing in the next offering.

In general, an investment by an investor will be accepted if a completed investor application and funds are received in good order in advance of the cut-off dates identified in a particular offering. The Fund reserves the right to reject, in its sole discretion, any request to purchase Shares in the Fund at any time.

Investors may also buy Shares of the Fund through financial intermediaries and their agents that have made arrangements with the Fund and are authorized to buy Shares of the Fund (collectively, “Financial Intermediaries”). Orders will be priced at the appropriate price next computed after it is received by a Financial Intermediary and received by the Fund. A Financial Intermediary may hold Shares in an omnibus account in the Financial Intermediary’s name or the Financial Intermediary may maintain individual ownership records. The Fund may pay the Financial Intermediary for maintaining individual ownership records as well as providing other shareholder services. Financial intermediaries may charge fees for the services they provide in connection with processing your transaction order or maintaining an investor’s account with them. Investors should check with their Financial Intermediary to determine if it is subject to these arrangements. Financial Intermediaries are responsible for placing orders correctly and promptly with the Fund and forwarding payment promptly. Orders transmitted with a Financial Intermediary before the close of regular trading (generally 4:00 p.m., Eastern Time) on a day that the NYSE is open for business, will be priced based on the Fund’s NAV per Share of that Class next computed after it is received by the Financial Intermediary.

The Fund has authorized one or more brokers to receive on its behalf purchase and repurchase orders. Such brokers are authorized to designate other intermediaries to receive purchase and repurchase orders on the Fund’s behalf. The Fund will be deemed to have received a purchase or repurchase order when an authorized broker, or if applicable, a broker’s authorized designee, receives the order. Customer orders will be priced at the Fund’s NAV next computed after they are received by an authorized broker or the broker’s authorized designee. Investors may be charged a fee if they effect transactions through an intermediary, broker or agent.

TERM, DISSOLUTION AND LIQUIDATION

The Fund may be dissolved upon approval of a majority of the Trustees. Upon the liquidation of the Fund, its assets will be distributed first to satisfy (whether by payment or the making of a reasonable provision for payment) the debts, liabilities and obligations of the Fund, including actual or anticipated liquidation expenses, other than debts, liabilities or obligations to Shareholders, and then to the Shareholders proportionately in accordance with the amount of Shares that they own. Assets may be distributed in-kind on a proportionate basis if the Board or liquidator determines that the distribution of assets in-kind would be in the interests of the Shareholders in facilitating an orderly liquidation.

Subsidiaries

The Fund may make investments through wholly-owned subsidiaries. Subsidiaries will not be registered under the Investment Company Act; however, the Fund will wholly own and control any Subsidiaries. The Board has oversight responsibility for the investment activities of the Fund, including its investment in any Subsidiary, and the Fund’s role as sole direct or indirect shareholder of any Subsidiary. To the extent applicable to the investment activities of a Subsidiary, the Subsidiary will follow the same compliance policies and procedures as the Fund. The Fund would “look through” any such Subsidiary to determine compliance with its investment policies. Furthermore, the Fund complies with Section 8 and Section 18 of the Investment Company Act, governing investment policies and capital structure and leverage, respectively, on an aggregate basis with the Subsidiaries. The Subsidiaries also comply with Section 17 of the Investment Company Act relating to affiliated transactions and custody. In addition, the Fund does not intend to create or acquire primary control of any entity which primarily engages in investment activities in securities or other assets, other than entities wholly-owned by the Fund.

Each investment adviser to any such Subsidiary will comply with Section 15 of the Investment Company Act with respect to advisory contract approval, including that (i) material amendments to any such Subsidiary’s advisory contract must be approved by the Fund’s shareholders or the Fund’s Board of Trustees in the manner and to the extent that the Fund’s advisory agreement must be approved by the Fund’s shareholders or the Fund’s Board of Trustees; and (ii) the Fund’s shareholders will have the ability to vote to terminate the Subsidiary’s advisory agreements to the extent that they can vote to terminate the Fund’s advisory agreement.

REPORTS TO SHAREHOLDERS

The Fund will furnish to Shareholders as soon as practicable after the end of each of its taxable years such information as is necessary for them to complete U.S. federal and state income tax or information returns, along with any other tax information required by law. The Fund anticipates providing Shareholders with an unaudited semi-annual and an audited annual report within 60 days after the close of the period for which the report is being made, or as otherwise required by the Investment Company Act.

CALLODINE SPECIALTY INCOME FUND

STATEMENT OF ADDITIONAL INFORMATION

Class I Shares (CALIX)

Class A Shares (CALLX)

Class C Shares (CALSX)

April 30, 2026

c/o UMB Fund Services, Inc.

235 West Galena Street

Milwaukee, WI 53212

414-299-2270

This Statement of Additional Information (“SAI”) is not a prospectus. This SAI relates to and should be read in conjunction with the prospectus (the “Prospectus”) of the Callodine Specialty Income Fund (the “Fund”) dated April 30, 2026, and as it may be further amended or supplemented from time to time. This SAI is incorporated by reference in its entirety into the Prospectus.

The Fund’s audited financial statements and financial highlights appearing in the Annual Report to Shareholders for the fiscal period ended December 31, 2025 (the “Annual Report”) are incorporated by reference into this SAI. No other part of the Annual Report is incorporated by reference herein. A copy of the Prospectus as well as the Annual Report may be obtained without charge by contacting the Fund at the telephone number or address set forth above. You may also obtain the Prospectus, annual report and semi-annual report once available by visiting the Fund’s website at www.callodinefunds.com. The information on the Fund’s website is not incorporated by reference into this SAI and investors should not consider it a part of this SAI.

This SAI is not an offer to sell shares (“Shares”) of the Fund and is not soliciting an offer to buy Shares in any state where the offer or sale is not permitted.

Capitalized terms not otherwise defined herein have the same meaning set forth in the Prospectus.

Shares are distributed by Distribution Services, LLC (“Distributor”) to institutions and financial intermediaries who may distribute Shares to clients and customers (including affiliates and correspondents) of the Fund’s investment adviser, Callodine Capital Management, LP (the “Investment Adviser”) or of any sub-adviser (each, a “Sub-Adviser and collectively, the “Sub-Advisers”), and to clients and customers of other organizations. The Fund’s Prospectus, which is dated April 30, 2026, provides basic information investors should know before investing. This SAI is intended to provide additional information regarding the activities and operations of the Fund and should be read in conjunction with the Prospectus.

TABLE OF CONTENTS

GENERAL INFORMATION

The Callodine Specialty Income Fund (the “Fund”) is a newly organized Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), as a non-diversified, closed-end management investment company. The Fund operates as an interval fund.

INVESTMENT POLICIES AND PRACTICES

The investment objectives of the Fund, as well as the principal investment strategies of the Fund and the principal risks associated with such investment strategies, are set forth in the Prospectus. Certain additional information regarding the investment program of the Fund is set forth below.

FUNDAMENTAL POLICIES

The Fund’s fundamental policies, which are listed below, may only be changed by the affirmative vote of a majority of the outstanding voting securities of the Fund. No other policy is a fundamental policy of the Fund, except as expressly stated. As defined by the Investment Company Act, the vote of a “majority of the outstanding voting securities of the Fund” means the vote, at an annual or special meeting of the Shareholders of the Fund (“Shareholders”), duly called, (i) of 67% or more of the Shares represented at such meeting, if the holders of more than 50% of the outstanding Shares are present in person or represented by proxy or (ii) of more than 50% of the outstanding Shares, whichever is less. Within the limits of the fundamental policies of the Fund, the management of the Fund has reserved freedom of action. The Fund may:

(1)    Borrow money and issue senior securities (as defined under the Investment Company Act), except as prohibited under the Investment Company Act, the rules and regulations thereunder (except as permitted by an exemption therefrom), as such statute, rules or regulations may be amended or interpreted by the Securities and Exchange Commission (“SEC”) from time to time.

(2)    Underwrite securities of other issuers, except as prohibited under the Investment Company Act, the rules and regulations thereunder (except as permitted by an exemption therefrom), as such statute, rules or regulations may be amended or interpreted by the SEC from time to time.

(3)    Make loans, except as prohibited under the Investment Company Act, the rules and regulations thereunder (except as permitted by an exemption therefrom), as such statute, rules or regulations may be amended or interpreted by the SEC from time to time.

(4)    Purchase, hold or deal in real estate and real estate mortgage loans, except as prohibited under the Investment Company Act, the rules and regulations thereunder (except as permitted by an exemption therefrom), as such statute, rules or regulations may be amended or interpreted by the SEC from time to time.

(5)    Not invest in commodities and commodity contracts, except that the Fund (i) may purchase and sell non-U.S. currencies, options, swaps, futures and forward contracts, including those related to indexes, options and options on indexes, as well as other financial instruments and contracts that are commodities or commodity contracts, (ii) may also purchase or sell commodities if acquired as a result of ownership of securities or other instruments, (iii) may invest in commodity pools and other entities that purchase and sell commodities and commodity contracts, and (iv) may make such investments as otherwise permitted by the Investment Company Act, and as interpreted, modified or otherwise permitted by regulatory authority having jurisdiction, from time to time.

(6)    Not concentrate investments in a particular industry or group of industries, as concentration is defined under the Investment Company Act, the rules and regulations thereunder or any exemption therefrom, as such statute, rules or regulations may be amended or interpreted from time to time, except that the Fund may invest without limitation in securities issued or guaranteed by the U.S. government, its agencies or instrumentalities and repurchase agreements involving such securities or tax-exempt obligations of state or municipal governments and their political subdivisions.

(7)    Engage in short sales, purchases on margin and the writing of put and call options to the fullest extent permitted by applicable law, including the Investment Company Act, the rules or regulations thereunder or applicable orders of the SEC, as such statute, rules, regulations or orders may be amended from time to time.

With respect to these investment restrictions and other policies described in this SAI or the Prospectus, if a percentage restriction is adhered to at the time of an investment or transaction, a later change in percentage resulting from a change in the values of investments or the value of the Fund’s total assets, unless otherwise stated, will not constitute a violation of such restriction or policy. However, the Fund shall always be in compliance with its policy on borrowing.

In addition to the above, the Fund has adopted the following additional fundamental policies:

•        it will make quarterly repurchase offers for no less than for 5% and not more than 25% (except as permitted by Rule 23c-3 under the Investment Company Act (“Rule 23c-3”) of the Shares outstanding at per-class net asset value (“NAV”) per Share (measured on the repurchase request deadline) less any repurchase fee, unless suspended or postponed in accordance with regulatory requirements;

•        each repurchase request deadline will be determined in accordance with Rule 23c-3, as may be amended from time to time. Currently, Rule 23c-3 requires the repurchase request deadline to be no less than 21 and no more than 42 days after the Fund sends a notification to Shareholders of the repurchase offer; and

•        each repurchase pricing date will be determined in accordance with Rule 23c-3, as may be amended from time to time. Currently, Rule 23c-3 requires the repurchase pricing date to be no later than the 14th day after a repurchase request deadline, or the next business day if the 14th day is not a business day.

Shareholders can obtain the date of the next repurchase request deadline by writing to the Fund, c/o UMB Fund Services, Inc., 235 West Galena Street, Milwaukee, WI 53212, or by calling the Fund at 1-833-701-2855.

THE FUND MAY CHANGE ITS INVESTMENT OBJECTIVES, POLICIES, RESTRICTIONS, STRATEGIES, AND TECHNIQUES.

Except as otherwise indicated, the Fund may change its investment objectives and any of its policies, restrictions, strategies, and techniques without Shareholder approval. The Fund’s investment objectives and investment strategies are not fundamental policies of the Fund and may be changed by the Board of Trustees of the Fund (the “Board”) without the vote of a majority (as defined by the Investment Company Act) of the Fund’s outstanding Shares.

The following descriptions of the Investment Company Act may assist investors in understanding the above policies and restrictions.

Borrowing.    The Investment Company Act restricts an investment company from borrowing in excess of 33⅓% of its total assets (including the amount borrowed, but excluding temporary borrowings not in excess of 5% of its total assets). Transactions that are fully collateralized in a manner that does not involve the prohibited issuance of a “senior security” within the meaning of Section 18(f) of the Investment Company Act shall not be regarded as borrowings for the purposes of the Fund’s investment restriction.

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

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

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

Senior Securities.    Senior securities may include any obligation or instrument issued by a fund evidencing indebtedness. The Investment Company Act generally prohibits funds from issuing senior securities, although it does not treat certain transactions as senior securities, such as certain borrowings, short sales, reverse repurchase agreements, firm commitment agreements and standby commitments, with appropriate earmarking or segregation of assets to cover such obligation. Further, under the Investment Company Act, the Fund is not permitted to issue preferred stock unless immediately after such issuance the value of the Fund’s total assets is at least 200% of the liquidation value of the outstanding preferred stock (i.e., the liquidation value may not exceed 50% of the Fund’s total assets). In addition, Rule 18f-4 under the Investment Company Act permits the Fund to enter into derivatives transactions, notwithstanding the prohibitions and restrictions on the issuance of senior securities under the Investment Company Act, provided that the Fund complies with the conditions of Rule 18f-4.

Underwriting.    Under the Investment Company Act, underwriting securities involves an investment company purchasing securities directly from an issuer for the purpose of selling (distributing) them or participating in any such activity either directly or indirectly.

Lending.    Under the Investment Company Act, an investment company may only make loans if expressly permitted by its investment policies.

OTHER POTENTIAL RISKS AND ADDITIONAL INVESTMENT INFORMATION

Financial Failure of Intermediaries

There is always the possibility that the institutions, including brokerage firms and banks, with which the Fund does business, or to which securities have been entrusted for custodial purposes, will encounter financial difficulties that may impair their operational capabilities or result in losses to the Fund.

Inside Information

From time to time, the Fund or its affiliates may come into possession of material, non-public information concerning an entity in which the Fund has invested or proposes to invest. Possession of that information may limit the ability of the Fund to buy or sell securities of the entity.

Suspensions of Trading

Each exchange typically has the right to suspend or limit trading in all securities that it lists. Such a suspension could render it impossible for the Fund to liquidate its positions and thereby expose it to losses. In addition, there is no guarantee that non-exchange markets will remain liquid enough for the Fund to close out positions.

Payment in Kind for Repurchased Shares

The Fund does not expect to distribute securities as payment for repurchased Shares except in unusual circumstances, such as in the unlikely event that making a cash payment would result in a material adverse effect on the Fund or on Shareholders not requesting that their Shares be repurchased. In the event that the Fund makes such a distribution of securities as payment for Shares, Shareholders will bear any risks of the distributed securities and may be required to pay a brokerage commission or other costs to dispose of such securities.

BOARD OF TRUSTEES AND OFFICERS

The business operations of the Fund are managed and supervised under the direction of the Board, subject to the laws of the State of Delaware and the Fund’s Agreement and Declaration of Trust. The Board has overall responsibility for the management and supervision of the business affairs of the Fund on behalf of its Shareholders, including the authority to establish policies regarding the management, conduct and operation of its business. The Board exercises the same powers, authority and responsibilities on behalf of the Fund as are customarily exercised by the board of directors of a registered investment company organized as a corporation. The officers of the Fund conduct and supervise the daily business operations of the Fund.

The members of the Board (each, a “Trustee”) are not required to contribute to the capital of the Fund or to hold Shares. A majority of Trustees of the Board are not “interested persons” (as defined in the Investment Company Act) of the Fund (collectively, the “Independent Trustees”). Any Trustee who is not an Independent Trustee is an interested trustee (“Interested Trustee”).

The identity of Trustees of the Board and officers of the Fund, and their brief biographical information, including their addresses, their year of birth and descriptions of their principal occupations during the past five years is set forth below.

The Trustees serve on the Board for terms of indefinite duration. A Trustee’s position in that capacity will terminate if the Trustee is removed or resigns or, among other events, upon the Trustee’s death, incapacity, retirement or bankruptcy. A Trustee may resign upon written notice to the other Trustees of the Fund and may be removed either by (i) the vote of at least two-thirds of the Trustees of the Fund not subject to the removal vote or (ii) the vote of Shareholders of the Fund holding not less than two-thirds of the total number of votes eligible to be cast by all Shareholders of the Fund. In the event of any vacancy in the position of a Trustee, the remaining Trustees of the Fund may appoint an individual to serve as a Trustee so long as immediately after the appointment at least two-thirds of the Trustees of the Fund then serving have been elected by the Shareholders of the Fund. The Board may call a meeting of the Fund’s Shareholders to fill any vacancy in the position of a Trustee of the Fund, and must do so if the Trustees who were elected by the Shareholders of the Fund cease to constitute a majority of the Trustees then serving on the Board.

INDEPENDENT TRUSTEES

____________

*        The fund complex consists of the Fund, Alpha Summit Strategic Alternatives Fund, CIBC Private Lending Securities, Megacorn Fund, Pursuit Asset-Based Income Fund, and the Redwood Private Real Estate Debt Fund.

INTERESTED TRUSTEE AND OFFICERS

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*        The fund complex consists of the Fund, Alpha Summit Strategic Alternatives Fund, CIBC Private Lending Securities, Megacorn Fund, Pursuit Asset-Based Income Fund, and the Redwood Private Real Estate Debt Fund.

**      Ms. Small is deemed an Interested Trustee because of her affiliation with the Fund’s Custodian.

The Board believes that each of the Trustees’ experience, qualifications, attributes and skills on an individual basis and in combination with those of the other Trustees lead to the conclusion that each Trustee should serve in such capacity. Among the attributes common to all Trustees is the ability to review critically, evaluate, question and discuss information provided to them, to interact effectively with the other Trustees, the Investment Adviser, the Sub-Advisers, the Fund’s other service providers, counsel and the independent registered public accounting firm, and to exercise effective business judgment in the performance of their duties as Trustees. A Trustee’s ability to perform his or her duties effectively may have been attained through the Trustee’s business, consulting, and public service; experience as a board member of non-profit entities or other organizations; education or professional training; and/or other life experiences. In addition to these shared characteristics, set forth below is a brief discussion of the specific experience, qualifications, attributes or skills of each Trustee.

Leadership Structure and Oversight Responsibilities

Overall responsibility for oversight of the Fund rests with the Board. The Fund has engaged the Investment Adviser and the Sub-Advisers to manage the Fund on a day-to-day basis. The Board is responsible for overseeing the Investment Adviser, the Sub-Advisers, and other service providers in the operations of the Fund in accordance with the provisions of the Investment Company Act, applicable provisions of state and other laws and the Fund’s Agreement and Declaration of Trust. The Board is currently composed of four members, three of whom are Independent Trustees. The Board will hold regularly scheduled meetings four times each year. In addition, the Board may hold special in-person or telephonic meetings or informal conference calls to discuss specific matters that may arise or require action between regular meetings. The Independent Trustees have also engaged independent legal counsel to assist them in performing their oversight responsibility. The Independent Trustees will meet with their independent legal counsel in person prior to and during each quarterly in-person board meeting. As described below, the Board has established an Audit Committee and a Nominating Committee, and may establish ad hoc committees or working groups from time to time to assist the Board in fulfilling its oversight responsibilities.

The Board has appointed Stephen A. Mace, an Independent Trustee, to serve in the role of Chairman. The Chairman’s role is to preside at all meetings of the Board and to act as liaison with the Investment Adviser, the Sub-Advisers, and other service providers, counsel and other Trustees generally between meetings. The Chairman serves as a key point person for dealings between management and the Trustees. The Chairman may also perform such other functions as may be delegated by the Board from time to time. The Board has determined that the Board’s leadership structure is appropriate because it allows the Board to exercise informed and independent judgment over matters under its purview and it allocates areas of responsibility among committees of Trustees and the full Board in a manner that enhances effective oversight.

The Fund is subject to a number of risks, including investment, compliance, operational and valuation risks, among others. Risk oversight forms part of the Board’s general oversight of the Fund and is addressed as part of various Board and committee activities. Day-to-day risk management functions are subsumed within the responsibilities of the Investment Adviser, the Sub-Advisers, and other service providers (depending on the nature of the risk), which carry out the Fund’s investment management and business affairs. The Investment Adviser, the Sub-Advisers, and other service providers employ a variety of processes, procedures and controls to identify various events or circumstances that give rise to risks, to lessen the probability of their occurrence and/or to mitigate the effects of such events or circumstances if they do occur. Each of the Investment Adviser, the Sub-Advisers, and other service providers has its own independent interests in risk management, and their policies and methods of risk management will depend on their functions and business models. The Board recognizes that 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 their occurrence or effects. The Board will require senior officers of the Fund, including the President, Treasurer and Chief Compliance Officer and the Investment Adviser and the Sub-Advisers, to report to the full Board on a variety of matters at regular and special meetings of the Board, including matters relating to risk management. The Board and the Audit Committee will also receive regular reports from the Fund’s independent registered public accounting firm on internal control and financial reporting matters. The Board will also receive reports from certain of the Fund’s other primary service providers on a periodic or regular basis, including the Fund’s Custodian, Distributor and Administrator. The Board may, at any time and in its discretion, change the manner in which it conducts risk oversight.

Committees of the Board of Trustees

Audit Committee

The Board has formed an Audit Committee that is responsible for overseeing the Fund’s accounting and financial reporting policies and practices, its internal controls, and, as appropriate, the internal controls of certain service providers; overseeing the quality and objectivity of the Fund’s financial statements and the independent audit of those financial statements; and acting as a liaison between the Fund’s independent auditors and the full Board. In performing its responsibilities, the Audit Committee selects and recommends annually to the entire Board a firm of independent certified public accountants to audit the books and records of the Fund for the ensuing year, and reviews with the firm the scope and results of each audit. The Audit Committee currently consists of each of the Fund’s Independent Trustees. The Audit Committee held one meeting during the fiscal period ended December 31, 2025.

Nominating Committee

The Board has formed a Nominating Committee that is responsible for selecting and nominating persons to serve as Trustees of the Fund. The Nominating Committee is responsible for both nominating candidates to be appointed by the Board to fill vacancies and for nominating candidates to be presented to Shareholders for election. In performing its responsibilities, the Nominating Committee considers candidates recommended by management of the Fund and by Shareholders and evaluate them both in a similar manner, as long as the recommendation submitted by a Shareholder includes at a minimum: the name, address and telephone number of the recommending Shareholder and information concerning the Shareholder’s interests in the Fund in sufficient detail to establish that the Shareholder held Shares on the relevant record date; and the name, address and telephone number of the recommended nominee and information concerning the recommended nominee’s education, professional experience, and other information that might assist the Nominating Committee in evaluating the recommended nominee’s qualifications to serve as a trustee. The Nominating Committee may solicit candidates to serve as trustees from any source it deems appropriate. With the Board’s prior approval, the Nominating Committee may employ and compensate counsel, consultants or advisers to assist it in discharging its responsibilities. The Nominating Committee currently consists of each of the Fund’s Independent Trustees. The Nominating Committee did not hold any meetings during the fiscal period ended December 31, 2025.

Trustee Ownership of Securities

As of December 31, 2025, none of the Trustees owned Shares of the Fund.

Independent Trustee Ownership of Securities

As of December 31, 2025, none of the Independent Trustees (or their immediate family members) owned securities of the Investment Adviser, the Sub-Advisers, the Distributor, or of an entity (other than a registered investment company) controlling, controlled by or under common control with the Investment Adviser, the Sub-Advisers, or the Distributor.

Trustee Compensation

Effective January 1, 2026, in consideration of the services rendered by the Independent Trustees, the Fund will pay each Independent Trustee an annual retainer of $20,000, payable in quarterly installments of $5,000. Each Independent Trustee will each receive an additional $1,000 per sub-adviser annually should the Fund opt to make such additions. Each Independent Trustee will also receive an additional $1,500 for any special meeting. Interested Trustees will be compensated by the Fund’s administrator and/or its affiliates and will not be separately compensated by the Fund. Prior to January 1, 2026, the Fund paid each Independent Trustee a retainer of $2,500 per quarter and Messrs. Mace and Fields and Ms. Roode each received an additional $500 for their service as chair of the Board, chair of the Audit Committee and chair of the Nominating Committee, respectively. Each Independent Trustee also received an additional $1,000 for each meeting of the Audit Committee and $1,500 for any special meeting.

During the fiscal period from August 18, 2025 (commencement of operations) through December 31, 2025, the Independent Trustees were each paid $8,000.

CODES OF ETHICS

The Fund, the Investment Adviser, and the Sub-Advisers have each adopted a code of ethics pursuant to Rule 17j-1 of the Investment Company Act, which is designed to prevent affiliated persons of the Fund, the Investment Adviser, and the Sub-Advisers from engaging in deceptive, manipulative, or fraudulent activities in connection with securities held or to be acquired by the Fund. The codes of ethics permit persons subject to them to invest in securities, including securities that may be held or purchased by the Fund, subject to a number of restrictions and controls. Compliance with the codes of ethics is carefully monitored and enforced.

The codes of ethics of the Fund, the Investment Adviser, and the Sub-Advisers are included as exhibits to the Fund’s registration statement filed with the SEC and are available on the EDGAR database on the SEC’s website at www.sec.gov, and may also be obtained after paying a duplicating fee, by electronic request at the following E-mail address: [email protected].

INVESTMENT MANAGEMENT AND OTHER SERVICES

The Investment Adviser

Callodine Capital Management, LP (“Callodine” or the “Investment Adviser”) serves as the investment adviser to the Fund. The Investment Adviser is an investment adviser registered with the SEC under the Investment Advisers Act of 1940, as amended. Subject to the general supervision of the Board, and in accordance with the investment objectives, policies, and restrictions of the Fund, the Investment Adviser is responsible for the management and operation of the Fund and the investment of the Fund’s assets. The Investment Adviser provides such services to the Fund pursuant to the Investment Advisory Agreement (the “Investment Advisory Agreement”).

The Investment Advisory Agreement became effective as of the Fund’s commencement of operations and will continue in effect for an initial two-year term. Thereafter, the Investment Advisory Agreement will continue in effect from year to year provided such continuance is specifically approved at least annually by (i) the vote of a majority of the outstanding voting securities (as defined in the Investment Company Act) of the Fund or a majority of the Board, and (ii) the vote of a majority of the Independent Trustees of the Fund, cast in person at a meeting called for the purpose of voting on such approval. A discussion regarding the basis for the Board’s approval of the Investment Advisory Agreement, or any other investment advisory contracts, is available in the Fund’s first annual report to Shareholders for the period from August 18, 2025 (commencement of operations) through December 31, 2025.

Pursuant to the Investment Advisory Agreement, and in consideration of the advisory services provided by the Investment Adviser to the Fund, the Investment Adviser is entitled to a fee from the Fund consisting of two components — a base management fee (the “Investment Advisory Fee”) and an incentive fee (the “Incentive Fee”).

Pursuant to the Investment Advisory Agreement, the Fund will pay the Investment Adviser an Investment Advisory Fee equal to an annual rate of 1.35%, computed daily and payable monthly in arrears, based upon the Fund’s average daily net assets. The Investment Advisory Fee will be paid to the Investment Adviser before giving effect to any repurchase of Shares in the Fund effective as of that date and will decrease the net profits or increase the net losses of the Fund that are credited to its Shareholders. Net assets means the total value of all assets of the Fund, less an amount equal to all accrued debts, liabilities and obligations of the Fund; provided that for purposes of determining the Investment Advisory Fee payable to the Investment Adviser for any day, net assets will be calculated prior to any reduction for any fees and expenses of the Fund for that day, including, without limitation, the Investment Advisory Fee payable to the Investment Adviser for that day. The Investment Adviser has contractually agreed to waive the Investment Advisory Fee it would otherwise receive under the Investment Advisory Agreement until August 18, 2026.

The Investment Adviser has entered into an expense limitation agreement (the “Expense Limitation and Reimbursement Agreement”) with the Fund, whereby the Investment Adviser has contractually agreed to limit the amount of the total annual fund operating expenses (excluding Incentive Fees, acquired fund fees and expenses, distribution and service fees, interest and fees related to warehouse investments (if any) and leverage, taxes, expenses related to litigation and potential litigation, and extraordinary expenses) so they do not exceed 2.00% of the average daily net assets for any Class (the “Expense Limit”). For a period not to exceed three years from the date on which a waiver under the Expense Limitation and Reimbursement Agreement is made, the Investment Adviser may recoup amounts waived or assumed, provided it is able to effect such recoupment without causing the Fund’s expense ratio (after recoupment) to exceed the lesser of (a) the expense limit in effect at the time of the waiver, and (b) the expense limit in effect at the time of the recoupment. The Expense Limitation and Reimbursement Agreement has a term ending on April 30, 2027 and will automatically renew thereafter for consecutive twelve-month terms, provided that such continuance is specifically approved at least annually by a majority of the Trustees. The Expense Limitation and Reimbursement Agreement may be terminated by the Fund’s Board upon thirty days’ written notice to the Investment Adviser. The Expense Limitation and Reimbursement Agreement may not be terminated by the Investment Adviser without the consent of the Trustees.

In addition, the Investment Adviser will be entitled to receive an Incentive Fee calculated and payable in arrears in an amount equal to 15% of the Fund’s “pre-incentive fee net investment income” for the immediately preceding quarter, subject to a hurdle rate, expressed as a rate of return on each class’s average daily net asset value (calculated in accordance with GAAP), equal to 1.50% per quarter, or an annualized hurdle rate of 6%. “Pre-incentive fee net investment income” is defined as interest income, dividend income and any other income accrued during the calendar quarter, minus the Fund’s operating expenses for the quarter (including the Investment Advisory Fee, expenses payable to the Administrator and any interest expense but excluding the Incentive Fee, any realized gains, realized capital losses or unrealized capital appreciation or depreciation).

For the period from August 18, 2025 (commencement of operations) through December 31, 2025, the Fund incurred $253,748 of Investment Advisory fees, and $208,085 of Incentive Fee. For the period from August 18, 2025 (commencement of operations) through December 31, 2025, the Investment Adviser waived $253,748 of its Investment Advisory Fee, which is not subject to recoupment.

The Sub-Advisers

Callodine Credit Management, LLC, Corrum Capital Management LLC, Thorofare, LLC, Rand Capital Management, LLC and Manning & Napier Advisors, LLC serve as Sub-Advisers to the Fund. Each Sub-Adviser is an affiliate of the Investment Adviser. The engagement of each current Sub-Adviser has been approved by the Board of the Fund and the initial Shareholder or Shareholders of the Fund. The engagement of a new sub-adviser will be subject to Board approval and an approval by the holders of a majority of outstanding Shares (as defined in the Investment Company Act).

Pursuant to separate sub-advisory agreements among the Fund, the Investment Adviser and each Sub-Adviser, each Sub-Adviser receives a sub-advisory fee based on the Fund’s assets managed by such Sub-Adviser, as well as a portion of the Incentive Fee attributable to those assets, if applicable. The Sub-Advisers’ fees are paid by the Investment Adviser out of the Investment Advisory Fee and Incentive Fees it receives from the Fund.

Callodine Credit Management, LLC, located at 545 Boylston Street, 10th Floor, Boston, MA 02116, is registered with the SEC as an investment adviser and manages, as of December 31, 2025, with approximately $1.39 billion in assets.

Corrum Capital Management LLC, located at 1300 South Church Street, Charlotte, NC 28203, is registered with the SEC as an investment adviser and manages, as of December 31, 2025, with approximately $1.4 billion in assets.

Thorofare, LLC, located at 100 N. Pacific Coast Highway, Suite 2050, El Segundo, CA 90245, is registered with the SEC as an investment adviser and manages, as of December 31, 2025, with approximately $964.2 million in assets.

Rand Capital Management, LLC, located at 14 Lafayette Square, Suite 1405, Buffalo, NY 14203, is registered with the SEC as an investment adviser and manages, as of December 31, 2025, with approximately $113.2 million in assets.

Manning & Napier Advisors, LLC, located at 290 Woodcliff Drive, Fairport, NY 14450, is registered with the SEC as an investment adviser and manages, as of December 31, 2025, with approximately $17.9 billion in assets.

The Portfolio Managers

The personnel of the Investment Adviser and the Sub-Advisers who will have primary responsibility for the day-to-day management of the Fund’s portfolio (the “Portfolio Managers”) are:

Investment Adviser: James Morrow and Gene Martin are the Co-Portfolio Managers for the Fund and are responsible for the management of the Fund’s portfolio, including the allocation of capital to the Sub-Advisers. Mr. Morrow manages the Fund’s Yielding Equity Securities sub-strategy and Mr. Martin manages the Fund’s Asset-Based Lending strategy, as described below.

Callodine Credit Management, LLC: Subject to the oversight of the Investment Adviser’s portfolio management team, Gene Martin is Portfolio Manager for the Fund’s Asset-Based Lending sub-strategy.

Corrum Capital Management LLC: Subject to the oversight of the Investment Adviser’s portfolio management team, Jason Cipriani and Jonathan Mandle are Portfolio Managers for the Fund’s Entertainment Lending and Aviation Finance sub-strategies.

Manning & Napier Advisors, LLC: Subject to the oversight of the Investment Adviser’s portfolio management team, Marc Bushallow is Portfolio Manager for the Fund’s High Yield Debt sub-strategy.

Rand Capital Management, LLC: Subject to the oversight of the Investment Adviser’s portfolio management team, Scott Barfield and Steven Brannon are Portfolio Managers for the Fund’s Direct Lending sub-strategy. Subject to the oversight of the Investment Adviser’s portfolio management team, Winston Black is Portfolio Manager for the Fund’s Life Sciences Finance sub-strategy.

Thorofare, LLC: Subject to the oversight of the Investment Adviser’s portfolio management team, Brendan Miller and Kevin Miller are Portfolio Managers for the Fund’s Real Estate Lending sub-strategy.

Other Accounts Managed by the Portfolio Managers(1)

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(1)      As of December 31, 2025.

Conflicts of Interest

The Investment Adviser, the Sub-Advisers, and Portfolio Managers may manage multiple funds and/or other accounts, and as a result may be presented with one or more of the following actual or potential conflicts:

The management of multiple funds and/or other accounts may result in the Investment Adviser, the Sub-Advisers, or a Portfolio Manager devoting unequal time and attention to the management of each fund and/or other account. The Investment Adviser and the Sub-Advisers seek to manage such competing interests for the time and attention of a Portfolio Manager by having the Portfolio Manager focus on a particular investment discipline. Most other accounts managed by a Portfolio Manager are managed using the same investment models that are used in connection with the management of the Fund.

If the Investment Adviser, the Sub-Advisers, or a Portfolio Manager identifies a limited investment opportunity which may be suitable for more than one fund or other account, a fund may not be able to take full advantage of that opportunity due to an allocation of filled purchase or sale orders across all eligible funds and other accounts. To deal with these situations, the Investment Adviser and the Sub-Advisers have adopted procedures for allocating portfolio transactions across multiple accounts.

The Investment Adviser and Sub-Advisers have adopted certain compliance procedures which are designed to address these types of conflicts. However, there is no guarantee that such procedures will detect each and every situation in which a conflict arises.

BROKERAGE

The Fund does not expect to use one particular broker or dealer. It is the Fund’s policy to obtain the best results in connection with effecting its portfolio transactions, taking into account factors such as price, size of order, difficulty of execution and operational facilities of a brokerage firm and the firm’s risk in positioning a block of securities. Generally, equity securities are bought and sold through brokerage transactions for which commissions are payable. Purchases from underwriters will include the underwriting commission or concession, and purchases from dealers serving as market makers will include a dealer’s mark-up or reflect a dealer’s mark-down. Money market securities and other debt securities are usually bought and sold directly from the issuer or an underwriter or market maker for the securities. Generally, the Fund will not pay brokerage commissions for such purchases. When a debt security is bought from an underwriter, the purchase price will usually include an underwriting commission or concession. The purchase price for securities bought from dealers serving as market makers will similarly include the dealer’s mark up or reflect a dealer’s mark down. When the Fund executes transactions in the over-the-counter market, it will generally deal with primary market makers unless prices that are more favorable are otherwise obtainable.

In addition, the Investment Adviser or a Sub-Adviser may place a combined order for two or more accounts it manages, including the Fund, that are engaged in the purchase or sale of the same security if, in its judgment, joint execution is in the best interest of each participant and will result in best price and execution. Transactions involving commingled orders are allocated in a manner deemed equitable to each account or fund. Although it is recognized that, in some cases, the joint execution of orders could adversely affect the price or volume of the security that a particular account or the Fund may obtain, it is the opinion of the Investment Adviser and the Sub-Advisers that the advantages of combined orders outweigh the possible disadvantages of separate transactions. The Investment Adviser and the Sub-Advisers believe that the ability of the Fund to participate in higher volume transactions will generally be beneficial to the Fund.

The Investment Adviser and the Sub-Advisers may pay a higher commission than otherwise obtainable from other brokers in return for brokerage or research services only if a good faith determination is made that the commission is reasonable in relation to the services provided.

While it is the Fund’s general policy to seek to obtain the most favorable price and execution available in selecting a broker-dealer to execute portfolio transactions for the Fund, weight is also given to the ability of a broker-dealer to furnish brokerage and research services as defined in Section 28(e) of the Securities Exchange Act of 1934, as amended, to the Fund or to the Investment Adviser or the Sub-Advisers, even if the specific services are not directly useful to the Fund and may be useful to the Investment Adviser and the Sub-Advisers in advising other clients. When one or more brokers is believed capable of providing the best combination of price and execution, the Investment Adviser and the Sub-Advisers may select a broker based upon brokerage or research services provided to the Investment Adviser. In negotiating commissions with a broker or evaluating the spread to be paid to a dealer, the Fund may therefore pay a higher commission or spread than would be the case if no weight were given to the furnishing of these supplemental services, provided that the amount of such commission or spread has been determined in good faith by the Investment Adviser and the Sub-Advisers to be reasonable in relation to the value of the brokerage and/or research services provided by such broker-dealer. The standard of reasonableness is to be measured in light of the Investment Adviser’s and the Sub-Advisers’ overall responsibilities to the Fund. For the period from August 18, 2025 (commencement of operations) through December 31, 2025, the Fund paid $29,987 in brokerage commission. As of December 31, 2025, the Fund held no securities of its regular brokers or dealers (or their parents).

CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS

The following summarizes certain additional tax considerations generally affecting the Fund and its shareholders that are not described in the Prospectus. No attempt is made to present a detailed explanation of the tax treatment of the Fund or its shareholders, and the discussions here and in the Prospectus are not intended as a substitute for careful tax planning. Potential investors should consult their tax advisers with specific reference to their own tax situations.

The discussions of the federal tax consequences in the Prospectus and this SAI are based on the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations issued under it, and court decisions and administrative interpretations, as in effect on the date of this SAI. Future legislative or administrative changes or court decisions may significantly alter the statements included herein, and any such changes or decisions may be retroactive.

TAXATION OF THE FUND

The Fund intends to qualify as a regulated investment company (“RIC”) under federal income tax law. As a RIC, the Fund will generally not be subject to federal corporate income taxes, provided that it distributes out to Shareholders its taxable income and gain each year. To qualify for treatment as a RIC, the Fund must meet three important tests each year.

First, the Fund must derive with respect to each taxable year at least 90% of its gross income from dividends, interest, certain payments with respect to securities loans, gains from the sale or other disposition of stock or securities or foreign currencies, other income derived with respect to its business of investing in stock, securities or currencies, or net income derived from interests in qualified publicly traded partnerships (“Qualifying Income”).

Second, generally, at the close of each quarter of its taxable year, at least 50% of the value of the Fund’s assets must consist of cash and cash items, U.S. government securities, securities of other RICs, and securities of other issuers (as to which the Fund has not invested more than 5% of the value of its total assets in securities of the issuer and as to which the Fund does not hold more than 10% of the outstanding voting securities of the issuer), and no more than 25% of the value of the Fund’s total assets may be invested in the securities of (1) any one issuer (other than U.S. government securities and securities of other regulated investment companies), (2) two or more issuers that the Fund controls and which are engaged in the same or similar trades or businesses, or (3) one or more qualified publicly traded partnerships.

Third, the Fund must distribute an amount equal to at least the sum of 90% of its investment company taxable income (net investment income and the excess of net short-term capital gain over net long-term capital loss) and 90% of its tax-exempt income, if any, for the year. If the Fund were to fail to make sufficient distributions, it could be liable for corporate income tax and for excise tax in respect of the shortfall or, if the shortfall is large enough, the Fund could be disqualified as a RIC.

The Fund intends to comply with the forgoing requirements. If for any taxable year the Fund were not to qualify as a RIC, all its taxable income would be subject to tax at regular corporate rates without any deduction for distributions to Shareholders. If the Fund were to fail to qualify as a RIC and became subject to federal income tax, shareholders of the Fund would be subject to diminished returns. In that event, taxable Shareholders would recognize dividend income on distributions to the extent of the Fund’s current and accumulated earnings and profits, and corporate Shareholders could be eligible for the dividends-received deduction.

The Code imposes a nondeductible 4% excise tax on RICs that fail to distribute each year an amount equal to specified percentages of their ordinary taxable income and capital gain net income (excess of capital gains over capital losses). The Fund intends to make sufficient distributions or deemed distributions each year to avoid liability for this excise tax, although no assurance can be given that this will always be accomplished.

Certain of the Fund’s investments will require the Fund to recognize taxable income in a taxable year in excess of the cash generated on those investments during that year. Additionally, the Fund may invest in passive foreign investment companies, or under certain circumstances, controlled foreign corporations. Because the Fund may be required to recognize income in respect of these investments before, or without receiving, cash representing such income, the Fund may have difficulty satisfying the annual distribution requirements applicable to RICs and avoiding Fund-level U.S. federal income and/or excise taxes. Accordingly, the Fund may be required to sell assets, including at potentially disadvantageous times or prices, raise additional debt or equity capital, make taxable distributions of its shares or debt securities, or reduce new investments, to obtain the cash needed to make these income distributions. If the Fund liquidates assets to raise cash, the Fund may realize gain or loss on such liquidations; in the event the Fund realizes net capital gains from such liquidation transactions, the Fund shareholders may receive larger capital gain distributions than they would in the absence of such transactions.

The Fund may invest a portion of its net assets in below investment grade instruments. Investments in these types of instruments may present special tax issues for the Fund. U.S. federal income tax rules are not entirely clear about issues such as when the Fund may cease to accrue interest or market discount, when and to what extent deductions may be taken for bad debts or worthless instruments, how payments received on obligations in default should be allocated between principal and income and whether exchanges of debt obligations in a bankruptcy or workout context are taxable. These and other issues will be addressed by the Fund to the extent necessary to seek to ensure that it distributes sufficient income that it does not become subject to U.S. federal income or excise tax.

To the extent that the Fund makes investments in assets that are expected to earn income that is not Qualifying Income, the Fund may make such investments indirectly, through a wholly-owned corporate subsidiary. If a subsidiary is a U.S. corporation, it will pay tax on its net income at corporate tax rates, and distributions from the subsidiary’s earnings and profits will be qualified dividend income. If a subsidiary is a non-U.S. corporation, such subsidiary will be a controlled foreign corporation (“CFC”) for U.S. federal income tax purposes. It would not expected to be subject to U.S. income tax unless it earns U.S.-source income. However, as a wholly-owned CFC, such subsidiary’s net income and capital gains, to the extent of its earnings and profits, will be included each year in the Fund’s investment company taxable income even if the CFC does not distribute the income.

The Fund (and any subsidiaries through which it invests) also may be subject to state, local, and foreign taxes that could reduce cash distributions to Shareholders.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM; LEGAL COUNSEL

PricewaterhouseCoopers LLP, located at 101 Seaport Boulevard, Suite 500, Boston, MA 02210, serves as the Fund’s independent registered public accounting firm.

Faegre Drinker Biddle & Reath LLP, One Logan Square, Suite 2000, Philadelphia, PA 19103-6996, serves as counsel to the Fund and the Independent Trustees.

ADMINISTRATOR

The Fund has contracted with UMB Fund Services, Inc. (the “Administrator”), 235 West Galena Street, Milwaukee, WI 53212, to provide it with certain administrative and accounting services. For the period from August 18, 2025 (commencement of operations) through December 31, 2025, the Fund paid the Administrator $49,593 in accounting and administration fees.

CUSTODIAN

UMB Bank, n.a. (the “Custodian”) serves as the primary custodian of the assets of the Fund and may maintain custody of such assets with U.S. and non-U.S. subcustodians (which may be banks, trust companies, securities depositories and clearing agencies) in accordance with the requirements of Section 17(f) of the Investment Company Act. Assets of the Fund are not held by the Investment Adviser or the Sub-Advisers or commingled with the assets of other accounts other than to the extent that securities are held in the name of the Custodians or U.S. or non-U.S. subcustodians in a securities depository, clearing agency or omnibus customer account of such custodian. The Custodian’s principal business address is 1010 Grand Blvd., Kansas City, MO 64106. The Custodian is an affiliate of UMB Fund Services, Inc., which serves as the Fund’s administrator.

DISTRIBUTOR

Distribution Services, LLC, (the “Distributor”) is the distributor of Shares and is located at 190 Middle Street, Suite 301 Portland, ME 04101. The Distributor is a registered broker-dealer and is a member of the Financial Industry Regulatory Authority, Inc. Pursuant to the Distribution Agreement, the Distributor acts as the agent of the Fund in connection with the continuous offering of Shares of the Fund. The Distributor continually distributes Shares of the Fund on a commercially reasonable efforts basis. The Distributor has no obligation to sell any specific quantity of Shares. The Distributor and its officers have no role in determining the investment policies of the Fund.

PROXY VOTING POLICIES AND PROCEDURES

The Board has delegated responsibility for decisions regarding proxy voting for securities held by the Fund to the Investment Adviser. The Investment Adviser will vote such proxies in accordance with its proxy voting policies and procedures. The Investment Adviser has delegated the responsibility for determining how to vote proxies with respect to each sub-strategy to the relevant Sub-Adviser. Copies of the Investment Adviser’s and the Sub-Adviser’s proxy policies and procedures are included as Appendix A to this SAI. The Board will periodically review the Fund’s proxy voting record.

The Fund will be required to file Form N-PX, with its complete proxy voting record for the twelve months ended June 30, no later than August 31 of each year. The Fund’s Form N-PX filing, once available, will be available: (i) without charge, upon request, by calling the Fund at 1-833-701-2855, or on the Fund’s website at www.callodinefunds.com, or (ii) by visiting the SEC’s website at www.sec.gov.

CONTROL PERSONS AND PRINCIPAL SHAREHOLDERS

A control person is a shareholder that (1) beneficially owns, directly or indirectly through controlled companies, more than 25% of the voting securities of a company, (2) acknowledges or asserts the existence of control, or (3) has a final adjudication under section 2(a)(9) of the Investment Company Act that control exists. A principal shareholder is any person who owns of record or beneficially 5% or more of the outstanding Shares of any class of the Fund. Shareholders owning voting securities in excess of 25% may determine the outcome of any matter affecting and voted on by Shareholders of the Fund. Any control person of a class, as noted below, may be able to significantly influence the outcome of any item presented to Shareholders for approval. As of April 1, 2026, the following were the only record owners (or to the knowledge of the Fund, beneficial owner) of 5% or more of the Fund’s Class I Shares. Class A Shares and Class C Shares had not commenced operations as of the date of this SAI.

The following table lists the principal shareholders of the Fund as of April 1, 2026. The principal shareholders are holders of record of 5% or more of the outstanding shares of the indicated class of the Fund, including the listed shareholders that are financial intermediaries.(1)

____________

(1)      The Fund has no information regarding the beneficial owners of Fund shares owned through accounts with financial intermediaries.

FINANCIAL STATEMENTS

The Fund’s audited financial statements and financial highlights for the period from August 18, 2025 (commencement of operations) through December 31, 2025, including the report of PricewaterhouseCoopers LLP, the Fund’s independent public accounting firm, as included in the Fund’s annual report for such period (the “Annual Report”), are incorporated by reference into this SAI. No other parts of the Annual Report are incorporated by reference herein. A copy of the Annual Report may be obtained without charge by writing to the Fund, c/o UMB Fund Services, Inc., 235 West Galena Street, Milwaukee, WI 53212, by calling the Fund toll-free at 1-833-701-2855.

APPENDIX A — Proxy Voting Policies and Procedures

CORRUM CAPITAL MANAGEMENT LLC

PROXY VOTING POLICY

1.      General

Corrum Capital’s investment strategy typically involves private investments. As a result, Corrum Capital does not usually hold Fund investments in public equity securities and therefore does not generally receive proxies on behalf of Clients. However, in the event that a proxy vote request is received, Corrum Capital will vote proxies in accordance with this policy. This policy has been reasonably designed to vote proxies (or similar instruments) in the best interest of Clients, including where there may be material conflicts of interest in voting proxies, in accordance with Rule 206(4)-6 of the Advisers Act. Additionally, the Company will maintain certain records required to be maintained by Rule 206(4)-6 relating to all voted proxies.

2.      Determination of Vote

The Company’s proxy voting procedures are reasonably designed to vote proxies in a manner that is in the best interest of Clients. Most proxy-related issues generally fall within the following five categories:

1.      Corporate Governance

2.      Takeover Defenses

3.      Compensation Plans

4.      Capital Structure

5.      Social Responsibility

The Company will generally vote in favor of matters that follow an agreeable corporate strategic direction, support an ownership structure that enhances shareholder value without diluting management’s accountability to shareholders and/or present compensation plans that are commensurate with enhanced manager performance and market practices.

While proxy voting on all issues presented should be considered, voting on all issues is not required. Some issues presented for a proxy vote of security holders are not deemed relevant to the Company’s voting objective, or it is not reasonably possible to ascertain what effect, if any, a vote on a given issue may have on a Client’s investment. Additionally, the Company may decide that avoiding further expense and investigation and not voting at all on a presented proposal may be in the best interest of a Client. Accordingly, the Company may abstain from voting in certain circumstances. Generally, Corrum Capital will not seek investor or Client approval or direction when voting proxies unless there is a material conflict of interest as described below.

3.      Conflicts of Interest

Conflicts of interest involved in a proxy vote shall be addressed though the following three-step process:

Identification of all potential conflicts of interest

Examples of potential conflicts of interest include:

•        The Company or an affiliate manages a pension plan, administers Employee benefit plans, or provides brokerage, underwriting, insurance, or banking services to a Company whose management is soliciting proxies;

•        The Company or an affiliate has a substantial business relationship (separate from the Company’s investment strategy) with a portfolio company or a proponent of a proxy proposal and this business relationship may influence how the proxy vote is cast;

•        The Company or an affiliate has a business relationship (separate from the Company’s investment strategy) or personal relationship with participants in a proxy contest, corporate directors or candidates for directorships; or

•        An officer or Employee of the Company or an affiliate may have a familial relationship to a portfolio company (e.g. a spouse or other relative who serves as a director of a public company).

Determination of material conflicts

The SEC has not provided any specific guidance as to how an investment adviser should analyze or determine whether a conflict is “material” for purposes of proxy voting. Thus, traditional analysis of questions of materiality under the federal securities laws should be used.

Establishment of procedures to address material conflicts

If a material conflict of interest with respect to a particular vote is encountered, contact the CCO to determine how to vote the proxy consistent with the best interests of a Client and in a manner not affected by any conflicts of interest. Corrum Capital may address the conflict using several alternatives, including by seeking the approval or concurrence of an advisory board on the proposed proxy vote where applicable, seeking Client consent, or through other alternatives. Corrum Capital does not consider service on Portfolio Fund boards by Corrum Capital personnel or receipt of management or other fees from Portfolio Funds to create a material conflict of interest in voting proxies with respect to such Portfolio Funds.

4.      Recordkeeping

Pursuant to Rule 204-2, the Company shall retain the following five types of records relating to proxy voting:

•        Proxy voting policy and procedures;

•        Proxy statements received for Client securities;

•        Records of votes cast on behalf of Clients;

•        Written Client requests for proxy voting information and written adviser responses to any Client request (whether oral or written) for proxy voting information; and

•        Any documents prepared by the Company that were material to making a proxy voting decision or that memorialized the basis for the decision.

Callodine Capital Management Proxy Voting and Class Actions

Background

An investment adviser that exercises voting authority over client proxies is required to:

•        Adopt and implement policies and procedures reasonably designed to ensure that the adviser votes proxies in the best interest of clients, including how an adviser addresses material conflicts that may arise between an adviser’s interests and those of its clients;

•        Disclose to clients’ information about those policies and procedures and, upon request, furnish a copy to clients;

•        Disclose to clients how they may obtain information on how the adviser has voted their proxies;

•        Maintain certain records related to proxy voting.

The Advisers Act lacks specific guidance regarding an investment adviser’s duty to direct clients’ participation in class actions. However, many investment advisers adopt policies and procedures regarding class actions.

Policies and Procedures

This Policy has been adopted by Callodine to facilitate the voting of proxies in what we perceive to be the best interests of our clients. We recognize our fiduciary obligation and will comply with our obligations under Rule 206(4)-6 under the Advisers Act.

This Policy defines procedures for voting securities in the portfolios managed by Callodine, for the benefit of and in the best interest of the clients. The objective of voting a security in each case under this Policy is to seek to enhance the value of the security, or to reduce potential for a decline in the security’s value. This Policy does not prescribe specific voting requirements or specific voting considerations. Instead, this Policy provides procedures for applying the informed expertise and judgment of our investment professionals on a timely basis in pursuit of the above stated voting objectives.

Callodine is not responsible for voting proxies not received in a timely manner or in circumstances where there is a lack of information provided in the proxy statement by the issuer or other resolution sponsor. In addition, should we feel that the costs of voting a particular proxy exceed the expected benefits to clients or where our clients no longer hold investments in the relevant issuer, we may choose not to vote in that particular circumstance. However, it is generally our intent to vote all proxies.

Callodine does not consider it feasible or desirable to prescribe in advance comprehensive guidelines as to how it will exercise proxy voting authority in all circumstances. The primary aim of our approach to corporate governance issues is to encourage a culture of performance among the companies in which we manage investments in order to add value to our portfolios, rather than one of mere conformance with a prescriptive set of rules and constraints.

Responsibility

The Controller, in consultation with the Portfolio Manager and the Investment Analysts, is responsible for making decisions with respect to voting proxies and is responsible for facilitating the overall voting process — from receipt of the proxies to casting the votes, and for working with the CCO to ensure accurate and adequate disclosure.

Procedures

Callodine uses both an electronic proxy management system and a manual tracking system to assist in the receipt, tracking, voting and recording of proxies received by the Firm. Given the holding periods of securities, the portfolios’ may not be in a position to vote proxies. However, proxies received will be reviewed by the Controller to determine if it is prudent to exercise our voting authority, all decisions will be made in the best interest of our clients.

The Firm has engaged Broadridge to aggregate proxy communications from the various brokers into the ProxyEdge system. The Controller uses the ProxyEdge online platform to retrieve any relevant proxy materials and saves them to the Callodine network. The Controller then coordinates with the Investment Analysts to provide recommendations to the Portfolio Manager regarding how to vote the proxy. After coordination with the Portfolio Manager regarding how to vote the proxy, votes are entered electronically online and a record of the vote is saved to the network. The ProxyEdge online platform contains all current and upcoming proxy votes which the Controller reviews.

Callodine will vote the majority of proxies electronically. Proxies which are not voted through the electronic proxy management system will be voted in accordance with instructions provided in the proxy materials. Once the vote is cast, documentation is maintained in a file in accordance with regulatory requirements.

A proxy voting log is maintained within the ProxyEdge system. The Controller may run periodic reports of votes cast within the system.

Conflicts of Interest

Callodine will use reasonable efforts to determine whether a potential conflict may exist, and a potential conflict shall be deemed to exist only if management actually knew or should have known of the conflict. We are sensitive to conflicts of interest that may arise in the proxy decision-making process and have identified the following potential conflicts of interest:

•        A principal of Callodine or any person involved in the proxy decision-making process currently serves on the Board of the portfolio company.

•        An immediate family member of a principal of Callodine or any person involved in the proxy decision-making process currently serves as a director or executive officer of the portfolio company.

•        Callodine, any Fund managed by Callodine, or any affiliate holds a significant ownership interest in the portfolio company.

•        Any matter involving an investor that generates substantial revenue for Callodine.

•        Any other issue that the CCO determines is an actual or potential conflict.

This list is not intended to be exclusive. All employees are obligated to disclose any potential conflict to the CCO. Materiality determinations will be based on an assessment of the particular facts and circumstances and consultation with outside counsel, as necessary. One or more of the following methods may be used to resolve the conflict:

•        Voting in accordance with the recommendation of another independent third party/fiduciary;

•        Disclosing the conflict to the investor and obtaining consent before voting;

•        Suggesting to the investor that it engage another party to vote the proxy on its behalf;

•        In the case of a conflict of interest resulting from a particular employee’s personal relationships, removing such employee from the decision-making process with respect to such proxy vote; or

•        Any other method as is deemed appropriate under the particular facts and circumstances, given the nature of the conflict.

The CCO shall document the method used to resolve conflicts of interest and maintain supporting documentation in accordance with regulatory requirements.

Form N-PX

Form N-PX is an annual report on proxy voting records with a reporting period of July 1 through June 30 and requires institutional investment managers1, that are also required to file Form 13F, to disclose certain information about its votes related to issuers’ executive compensation practices (also referred to as “say on pay” votes).

Institutional investment managers are required to disclose their “say-on-pay” votes on Form N-PX. Under the rule, “say-on-pay” votes include the approval of executive compensation, the frequency of such executive compensation, as well as votes to approve “golden parachute” compensation in connection with a merger or acquisition. However, votes on executive compensation that are not required by sections 14A(a) and (b) of the Exchange Act, such as in the case of

____________

1        The term “institutional investment manager” includes any person, other than a natural person, investing in or buying and selling securities for its own account, and any person exercising investment discretion with respect to the account of any other person. The term “person” includes any natural person, company, government, or political subdivision, agency, or instrumentality of a government. Entities serving as managers could include, for example: banks, insurance companies, and broker-dealers that invest in, or buy and sell, securities for their own accounts; corporations and pension funds that manage their own investment portfolios; or investment advisers that manage private accounts, mutual fund assets, or pension plan assets.

foreign private issuers (as defined in rule 3b-4(c) under the Exchange Act) that are exempt from the proxy solicitation rules, will not be required to be reported on Form N-PX. Institutional investment managers that are required to file Form 13F must comply with the Form N-PX requirement. The filing requirement is not limited to those securities that are listed on the manager’s Form 13F; it applies to any security of a company over which it exercised voting power on a say-on-pay matter presented under Section 14A.

The Rule provides a two-part test for determining whether an institutional investment manager “exercised voting power” over a security and must therefore report a say-on-pay vote on Form N-PX:

•        The institutional investment manager has the power to vote, or direct the voting of, a security.

•        The institutional manager “exercises” this power to influence a voting decision for the security.

The Rule also considers an institutional investment manager “determining not to vote on a say-on-pay matter” as exercising its voting power. An institutional investment manager does not have any reporting obligation to file with respect to a voting decision that is entirely determined by its client or another party. However, institutional investment managers who have a disclosed policy of not voting proxies, and who did not in fact vote during the reporting period, are required to file a notice report on Form N-PX. The manager does not have to report any information on a security-by-security basis but rather file an executed Form N-PX’s cover page.

Form N-PX prompts institutional investment advisers to disclose not only their securities lending practices but also how such lending practices interplay with their proxy voting practices. Specifically, institutional investment advisers now have to weigh the benefits of participating in a securities lending arrangement against the benefits of being able to vote on a proxy matter. Moreover, advisers that participate in securities lending arrangements now have to determine if, or when, loaned securities should be recalled for proxy voting purposes.

Form N-PX requires annual disclosure of certain proxy matters voted during July 1 through June 30 of the following year (“reporting period”). The deadline to submit the annual Form N-PX is August 31 for the reporting period. Lastly, the Rule requires Form N-PX to be filed using Extensible Markup Language (XML), a structured data language that makes the form machine-readable within the SEC’s EDGAR system.

The CCO is responsible for monitoring the Firm’s reporting obligations under section Form N-PX to ensure that the Firm meets its reporting obligations within the regulatory deadlines.

The Firm has the authority to vote proxies on behalf of its Clients, where authority is granted to Callodine in the Fund Governing Documents and Separately Managed Account agreements. Certain Clients have elected to vote proxies on their own behalf. The Firm will retain all documentation of proxies that were or were not voted. If any proxies voted included say-on-pay, Firm will file a Form N-PX by August 31st of each year.

Securities Litigation

From time to time, Callodine may receive notification of securities held in a fund that are subject to litigation/class action lawsuits. The Firm utilizes Financial Recovery Technologies, LLC (“FRT”) to identify potential claims and assist with participation. FRT will review the details of the lawsuit and will consult with Callodine to determine if and how to file any claims. FRT will then assist in asserting, filing, submitting claims and facilitating participation on behalf of Callodine. Callodine will consider the potential impact on the client/shareholder, without considering any benefit to ourselves, our employees or our affiliates.

Recordkeeping

The Firm shall maintain the following records in accordance with regulatory requirements:

•        Copies of this Policy as from time to time revised or supplemented;

•        A copy of each proxy statement received;

•        Voting results;

•        A copy of any document that was material to making a decision how to vote proxies or that memorializes the basis for the decision;

•        A copy of each written request for information on how Callodine voted proxies on behalf of the investor and a copy of any written response by Callodine to any investor request for information on how proxies were voted;

•        Communications/documentation surrounding conflicts of interest; and

•        Written reports arising from review of the proxy function.

Disclosures to Clients and Investors

Callodine will include a description of its policies and procedures regarding proxy voting and class actions in Part 2 of Form ADV, along with a statement that Clients and Investors can contact the CCO to obtain a copy of these policies and procedures and information about how Callodine voted with respect to the Client’s securities.

Any request for information about proxy voting or class actions should be promptly forwarded to the CCO who will respond to any such requests.

As a matter of policy, Callodine does not disclose how it expects to vote on upcoming proxies. Additionally, Callodine does not disclose the way it voted proxies to unaffiliated third parties without a legitimate need to know such information.

Annual and Ongoing Reviews

The CCO will periodically review the adequacy of the firm’s proxy voting policies and procedures to make sure they have been implemented effectively, including whether the policies and procedures continue to be reasonably designed to ensure that proxies are voted in the best interests of Clients.

Callodine Credit Management Proxy Voting and Class Actions

Background

An investment adviser that exercises voting authority over client proxies is required to:

•        Adopt and implement policies and procedures reasonably designed to ensure that the adviser votes proxies in the best interest of clients, including how an adviser addresses material conflicts that may arise between an adviser’s interests and those of its clients;

•        Disclose to clients’ information about those policies and procedures and, upon request, furnish a copy to clients;

•        Disclose to clients how they may obtain information on how the adviser has voted their proxies;

•        Maintain certain records related to proxy voting.

The Advisers Act lacks specific guidance regarding an investment adviser’s duty to direct clients’ participation in class actions. However, many investment advisers adopt policies and procedures regarding class actions.

Policies and Procedures

The investment strategy of the Firm generally does not include long holdings in publicly traded equities; therefore, it is uncommon for Callodine to acquire any voting rights or related proxies. However, Callodine has adopted this policy to facilitate the voting of proxies in what Callodine perceives to be the best interests of our clients, if applicable. Callodine recognizes our fiduciary obligation and will comply with our obligations under Rule 206(4)-6 under the Advisers Act.

This Policy defines procedures for voting securities in the portfolios managed by Callodine, for the benefit of and in the best interest of the clients. The objective of voting a security in each case under this Policy is to seek to enhance the value of the security, or to reduce potential for a decline in the security’s value. This Policy does not prescribe specific voting requirements or specific voting considerations. Instead, this Policy provides procedures for applying the informed expertise and judgment of our investment professionals on a timely basis in pursuit of the above stated voting objectives.

We believe that an important consideration in the framing of a proxy voting policy is the need to avoid unduly diverting resources from our primary responsibilities to add value to our clients’ investments through portfolio management and client service. This policy has been prepared on this basis.

Callodine is not responsible for voting proxies not received in a timely manner or in circumstances where there is a lack of information provided in the proxy statement by the issuer or other resolution sponsor. In addition, should we feel that the costs of voting a particular proxy exceed the expected benefits to clients, we may choose not to vote in that particular circumstance. However, it is generally our intent to vote all proxies.

Callodine does not consider it feasible or desirable to prescribe in advance comprehensive guidelines as to how it will exercise proxy voting authority in all circumstances. The primary aim of our approach to corporate governance issues is to encourage a culture of performance among the companies in which we manage investments in order to add value to our portfolios, rather than one of mere conformance with a prescriptive set of rules and constraints.

Responsibility

The Head of Credit is responsible for making decisions with respect to voting proxies and is responsible for facilitating the overall voting process — from receipt of the proxies to casting the votes, and for working with the CCO to ensure accurate and adequate disclosure.

Procedures

Callodine intends to vote on the following issues arising in company General Meetings where it has the authority to do so on behalf of clients:

•        Contentious issues (e.g. issues of perceived national interest, or where there has been extensive press coverage or public comment);

•        Approval of changes of substantial shareholdings;

•        Mergers; and

•        Approval of major asset sales or purchases.

As a general rule, Callodine will vote against any actions that will reduce the rights or options of shareholders, reduce shareholder influence over the board of directors and management, reduce the alignment of interests between management and shareholders, or reduce the value of shareholders’ investments, unless balanced by reasonable increase in net worth of the shareholding.

Where appropriate, Callodine will use voting powers to influence companies to adopt generally accepted best corporate governance practices in areas such as board composition, disclosure policies and the other areas of recommended corporate governance practice. Our approach to significant proxy voting issues which fall outside these areas will be addressed on their merit.

Conflicts of Interest

Callodine will use reasonable efforts to determine whether a potential conflict may exist, and a potential conflict shall be deemed to exist only if management actually knew or should have known of the conflict. We are sensitive to conflicts of interest that may arise in the proxy decision-making process and have identified the following potential conflicts of interest:

•        A principal of Callodine or any person involved in the proxy decision-making process currently serves on the Board of the portfolio company.

•        An immediate family member of a principal of Callodine or any person involved in the proxy decision-making process currently serves as a director or executive officer of the portfolio company.

•        Callodine, any Fund managed by Callodine, or any affiliate holds a significant ownership interest in the portfolio company.

•        Any matter involving an investor that generates substantial revenue for Callodine.

•        Any other issue that the CCO determines is an actual or potential conflict.

This list is not intended to be exclusive. All Supervised Persons are obligated to disclose any potential conflict to the CCO. Materiality determinations will be based on an assessment of the particular facts and circumstances and consultation with outside counsel, as necessary. One or more of the following methods may be used to resolve the conflict:

•        Voting in accordance with the recommendation of another independent third party/fiduciary;

•        Disclosing the conflict to the investor and obtaining consent before voting;

•        Suggesting to the investor that it engage another party to vote the proxy on its behalf;

•        In the case of a conflict of interest resulting from a particular employee’s personal relationships, removing such Supervised Person from the decision-making process with respect to such proxy vote; or

•        Any other method as is deemed appropriate under the particular facts and circumstances, given the nature of the conflict.

The CCO shall document the method used to resolve conflicts of interest and maintain supporting documentation in accordance with regulatory requirements.

Receipt of Proxies/Process for Voting

•        The Adviser personnel will maintain documentation of all proxies received.

•        The investment personnel will follow the directions provided on the proxy to cast the vote.

•        Once the vote is cast, a copy is printed and maintained in a file in accordance with regulatory requirements.

Securities Litigation

From time to time, Callodine may receive notification of securities held in a fund that are subject to litigation/class action lawsuits. Callodine will review the details of the lawsuit and, in determining how to file any claims, will consider the potential impact on the client/shareholder, without considering any benefit to ourselves, our Supervised Persons or our affiliates.

Recordkeeping

The Firm shall maintain the following records in accordance with regulatory requirements:

•        Copies of this Policy as from time to time revised or supplemented;

•        A copy of each proxy statement received;

•        Voting results;

•        A copy of any document that was material to making a decision how to vote proxies or that memorializes the basis for the decision;

•        A copy of each written request for information on how Callodine voted proxies on behalf of the investor and a copy of any written response by Callodine to any investor request for information on how proxies were voted;

•        Communications/documentation surrounding conflicts of interest; and

•        Written reports arising from review of the proxy function.

Disclosures to Clients and Investors

Callodine will include a description of its policies and procedures regarding proxy voting and class actions in Part 2 of Form ADV, if applicable, along with a statement that Clients and Investors can contact the CCO to obtain a copy of these policies and procedures and information about how Callodine voted with respect to the Client’s securities.

Any request for information about proxy voting or class actions should be promptly forwarded to the CCO who will respond to any such requests.

As a matter of policy, Callodine does not disclose how it expects to vote on upcoming proxies. Additionally, Callodine does not disclose the way it voted proxies to unaffiliated third parties without a legitimate need to know such information.

Annual and Ongoing Reviews

The CCO will periodically review the adequacy of the firm’s proxy voting policies and procedures to make sure they have been implemented effectively, including whether the policies and procedures continue to be reasonably designed to ensure that proxies are voted in the best interests of Clients.

Form N-PX

Form N-PX is an annual report on proxy voting records with a reporting period of July 1 through June 30 and requires institutional investment managers1, that are also required to file Form 13F, to disclose certain information about its votes related to issuers’ executive compensation practices (also referred to as “say on pay” votes). Institutional investment managers are required to disclose their “say-on-pay” votes on Form N-PX.

Due to Callodine’s investment strategy, the Firm does not anticipate meeting the criteria for a required filing. The CCO is responsible for monitoring the Firm’s reporting obligations under section Form N-PX to ensure that the Firm meets its reporting obligations within the regulatory deadlines.

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1      The term “institutional investment manager” includes any person, other than a natural person, investing in or buying and selling securities for its own account, and any person exercising investment discretion with respect to the account of any other person. The term “person” includes any natural person, company, government, or political subdivision, agency, or instrumentality of a government. Entities serving as managers could include, for example: banks, insurance companies, and broker-dealers that invest in, or buy and sell, securities for their own accounts; corporations and pension funds that manage their own investment portfolios; or investment advisers that manage private accounts, mutual fund assets, or pension plan assets.

MANNING & NAPIER PROXY VOTING POLICIES AND PROCEDURES

February 23, 2026

GENERAL POLICY

This policy applies to Manning & Napier Advisors, LLC (“MNA”) and Rainier Investment Management, LLC (“Rainier”), collectively “Manning & Napier”, in their capacity as affiliated discretionary advisors to separate account clients, collective investment trust funds, and advisor and sub-advisor, respectively, to the Manning & Napier Fund, Inc. Manning & Napier is a fiduciary that owes duties of care and loyalty to each client with respect to its exercise of proxy voting authority. Manning & Napier is committed to effective stewardship of client assets and will engage with the companies in which we invest to vote proxies in a manner that we believe will maximize the long-term value of the investment. Manning & Napier has adopted and implemented the following policies and procedures, which it believes are reasonably designed to ensure that proxies are voted in the best interest of clients, in accordance with its fiduciary duties and applicable rules and regulations.

Proxy votes are the property of Manning & Napier’s clients. It is presumed, however, that Manning & Napier, pursuant to its discretionary authority, will vote proxies on each client’s behalf. Clients typically delegate authority and responsibility for proxy voting to Manning & Napier through their written investment management agreement. Manning & Napier uses Broadridge Financial Solutions, Inc. (“Broadridge”) to execute proxy votes in accordance with this policy and Glass Lewis & Co. (“Glass Lewis”) guidelines for those ballot issues that this policy does not address. Manning & Napier’s analysts may override these guidelines or Glass Lewis recommendations in accordance with and adherence to the procedure mandates set forth below. All conflicts or potential conflicts will be resolved by Manning & Napier’s Proxy Conflicts and Oversight Committee (the “Committee”).

It is Manning & Napier’s overarching policy regarding proxies to:

1.      Discharge our duties prudently, in the interest of plans, plan fiduciaries, plan participants, beneficiaries, clients and shareholders (together “clients”).

2.      Act prudently in voting of proxies by considering those factors that would affect the value of client assets.

3.      Maintain accurate records as to voting of such proxies that will enable clients to periodically review voting procedures employed and actions taken in individual situations.

4.      Provide, upon request, a report of proxy activity for clients reflecting the activity of the portfolio requested.

5.      By following our procedures for reconciling proxies, take reasonable steps under the particular circumstances to ensure that proxies for which we are responsible are received by us.

6.      Make available, upon request, this policy to all plan fiduciaries, client, and shareholders.

7.      Comply with all current and future applicable laws, rules, and regulation governing proxy voting.

POLICY LIMITATIONS

Voting proxies with respect to shares of foreign companies may involve significantly greater effort and corresponding cost due to the variety of regulatory schemes and corporate practices in foreign countries. Each country has its own rules and practices regarding shareholder notification, voting restrictions, registration conditions and share blocking. These conditions present challenges such as but not limited to:

•        The shares in some countries may be “blocked” by the custodian or depository for a specified number of days before or after the shareholder meeting. When blocked, shares typically may not be traded until the day after the blocking period. Manning & Napier may refrain from voting shares of foreign stocks subject to blocking restrictions where, in its judgment, the benefit from voting the shares is outweighed by the interest of maintaining client liquidity in the shares;

•        Often it is difficult to ascertain the date of a shareholder meeting and time frames between notification and the actual meeting date may be too short to allow timely action;

•        Language barriers will generally mean that an English translation of proxy information must be obtained or commissioned before the relevant shareholder meeting; and

•        The lack of “proxy voting service” or the imposition of voting fees may limit our ability to lodge votes in such countries.

Manning & Napier will make best efforts to vote foreign proxies in accordance with the guidelines set forth herein. There may be times, however, when Manning & Napier is unable to vote foreign proxies due to the practical limitations stipulated above. Manning & Napier might also refrain from voting a foreign proxy when doing so is in the clients’ best interests, such as when the explicit (e.g., travel) or imputed (e.g., trading limitations) cost of voting the proxy exceeds the expected benefit to the client.

PROCEDURES

Proxies for companies held in MNA’s qualitative, bottom-up investment strategies follow the Guidelines set forth in this policy and certain custom decisions provided to Broadridge. At times, MNA’s analysts may wish to override pre-determined voting protocols. The analyst who recommended the security for client portfolios is most familiar with the company and is in the best position to determine how to vote the proxy ballot. Therefore, MNA will defer to its analysts to vote the proxy ballot in the best economic interest of the client even if they vote contrary to these Guidelines. When voting contrary to the pre-determined voting Guidelines an analyst will be required to document their rationale and complete a conflicts questionnaire to ensure that the analyst is singularly focused on the client’s best interests.

MNA votes proxies in the Disciplined Value (“DV”) strategy in accordance with Glass Lewis recommendations. However, when a security is held in DV and in one of MNA’s qualitatively driven strategies, an analyst’s decision to vote contrary to Glass Lewis in the qualitatively driven strategy will extend to the vote in DV. With regards to Custom Solution portfolios that contain a mix of Manning & Napier’s investment strategies, voting will occur pursuant to the strategy-level procedures set forth above. Callodine Capital Management (“Callodine”) votes proxies on securities held in the Callodine Equity Income Series of the Fund.

GUIDELINES

These guidelines reflect Manning & Napier’s general views and serve to help Manning & Napier’s customers understand how we tend to vote typical ballot issues. Fundamentally, these guidelines are shaped by Manning & Napier’s desire and responsibility to preserve and enhance the value of securities for clients and to protect the long-term interests of our clients.

This list is not exhaustive and is subject to revision as new issues arise. Actual proxy votes may differ from these guidelines because Manning & Napier may determine that voting in contravention of these guidelines on a particular issue(s) is in the best interest of our clients. In all circumstances, however, Manning & Napier will discharge its proxy duties prudently, solely in the best interest of our clients, and for the exclusive purpose of providing benefits to those clients.

A.     BOARDS AND DIRECTORS

1.      Election of Directors

Generally, if not contested, we will vote “FOR” the nominated directors. For each director, care must be taken to determine from the proxy statement each director’s: attendance at meetings, investment in the company, status inside and outside company, governance profile, compensation, independence from management, and related/relevant parameters. If the director’s actions are questionable on any of these items, the analyst may vote “AGAINST” the election of the director.

In a contested race, voting decisions are based on the track record of both slates of candidates, an analysis of what each side is offering to shareholders, assessment of the likelihood of each slate to fulfill promises, and evaluation of the economic benefits that a new board verses old board could generate for shareholders. Candidate backgrounds and qualifications should be considered, along with benefit to shareholders of diversity on the board. If the proposed election of directors would change the number of directors, the change should not diminish the overall quality and independence of the board.

Because of the complexity and specific circumstances of issues concerning a contested race, Manning & Napier’s analysts will evaluate and decide these issues on a case-by-case basis.

2.      Appointment of Auditors:

We will vote “AGAINST” a change of auditors that compromises the integrity of the independent audit process or a change of auditors due to the auditors’ refusal to approve a company’s financial statement. We also will vote “AGAINST” the re-appointment of an auditor if we believe their independence has been compromised.

3.      Re-election of Directors

In order to hold directors accountable, they should be subject to frequent reelection — ideally, on an annual basis. Therefore, we recommend a vote “AGAINST” any proposal to extend the terms of directors beyond one year and a vote “FOR” annual election of directors.

4.      Classified Boards

A classified board is one in which directors are divided into two (sometimes more) classes, with each serving two-year (sometimes more) terms, with each class re-election occurring in a different year. A non-staggered Board serves a one-year term and Directors stand for re-election each year.

We will vote “FOR” proposals to declassify currently staggered boards and “AGAINST” proposals to retain or institute classified boards. Likewise, we will vote “FOR” proposals to re-elect directors annually. In our view, staggered boards are less accountable to shareholders than boards that are elected annually because directors who are elected annually are more focused on shareholder interests.

5.      Majority Vote in Director Elections

We would generally vote “FOR” binding resolutions requesting that the board change the company’s bylaws to stipulate that directors need to be elected with an affirmative majority of votes cast, provided it does not conflict with the state law where the company is incorporated. Binding resolutions need to allow for a carve-out for a plurality vote standard when there are more nominees than board seats. Companies should also adopt a post-election policy (also known as a director resignation policy) that will provide guidelines so that the company will promptly address the situation of a holdover director.

6.      Cumulative Voting

Cumulative voting permits proportional representation on the board of directors. Without it, a group with a simple majority could elect all directors. Cumulative voting is meant to enhance minority shareholder decision making power but may not always be beneficial depending on the independence of the existing board and the operations of the majority voting structure. Accordingly, we will vote in accordance with Glass Lewis recommendations on a given company’s ballot.

7.      Director/Management Liability

Directors must be accountable to shareholders and liable for misdeeds. Therefore, we will vote “AGAINST” proposals that limit director liability or unreasonably indemnify directors. We recognize, however, that directors must be afforded certain protections in order to perform their duties and, therefore support a company taking certain measures, such as enrolling in liability insurance, to encourage directors to take measured risks designed to benefit shareholders.

8.      Independent Chair

We believe that a separation of roles between a CEO and a chairman create a better governance structure than a combined CEO/chairman position. A separation of roles enables the chairman and other board members to oversee the CEO, evaluate CEO performance and hold the CEO accountable. As such, we will vote “FOR” proposals to separate the roles of CEO and chairman. However, we will not automatically vote against the election of a CEO as chairman because we recognize the inevitability and necessity of this structure in smaller companies.

9.      Committee Independence

Where practical, we believe that chairpersons of nominating, compensation, or audit committees should be independent of management. Therefore, we recommend a vote “FOR” requirements that these committees have a majority of independent directors and “AGAINST” interested directors seeking appointment to one of these positions.

B.     COMPENSATION and BENEFITS

1.      General

Executive compensation and benefit packages can vary significantly across companies and the details of company plans can be quite nuanced and difficult to comprehend. We generally believe that companies are in the best position to determine the compensation and benefits that align with the company’s size, maturity, financial condition, and industry peers and that will attract and retain the talent required to execute company strategy and grow its value for shareholders. However, we also believe that companies must adopt policies and practices to link compensation and benefits with well-defined and clearly disclosed performance measures.

2.      Incentive Compensation

Incentive compensation plans reward an executive’s performance through a combination of cash compensation and stock awards. Typically, Manning & Napier will vote “FOR” incentive compensation plans that are reasonable relative to peer groups, derive from comprehensive and measurable performance metrics, are designed to attract and retained skilled executives, are sufficiently linked to an executive’s tenure and value-add, and are adequately disclosed to shareholders. We generally will vote “AGAINST” incentive compensation plans that dilute shareholder value, are disconnected from management performance, or offer management an opportunity to purchase stock below market value.

3.      Say on Pay

“Say on Pay” proposals give shareholders a non-binding vote on executive compensation. Manning & Napier will vote in accordance with Glass Lewis recommendations. Glass Lewis evaluates Say on Pay ballot measures on a case-by-case basis, considering an analysis of a company’s current executive compensation model, adequacy of the company’s disclosures around compensation and the specific terms of the say on pay proposal

4.      Pay for Performance

Pay for performance refers to the link between an executive’s performance and their pay. Glass Lewis evaluates shareholder-initiated pay for performance proposals on a case-by-case basis, factoring in the alignment between the company’s long-term interests and its executives’ financial incentives and the methodology for setting executive compensation. Manning & Napier will defer to Glass Lewis voting recommendations on a given ballot.

5.      Golden Parachute

Golden parachutes are severance payments made to departing executives after a termination or change in control. We will typically vote “AGAINST” such payments because these payments are often made despite an executive’s or company’s poor performance. We will vote “FOR” proposals that require shareholder ratification of company severance agreements and executive death benefits. While we generally recommend voting “AGAINST” golden parachutes, an analyst might vote FOR such an award if the analyst believes that it ultimately benefits shareholders.

6.      Clawback Provisions

A clawback provision allows a company to recoup or “claw back” incentive compensation paid to an executive under certain circumstances such as when a company later determines that the executive failed to meet applicable performance goals, or the company must restate financials. Glass Lewis assesses each company’s clawback policies and we will vote in accordance with the Glass Lewis recommendations.

7.      Anti-gross-up Provisions

We will vote “FOR” anti-gross-up policies that prohibit companies from paying executives an additional sum of money intended to reimburse them for tax liabilities. Likewise, we will vote “AGAINST” ballot measures that seek to instate a tax gross-up payment. In our view, gross-up payments often are not transparent, making it difficult for shareholders to discern total compensation paid to executives.

C.     SHAREHOLDER RIGHTS and ANTI-TAKEOVER MEASURES

1.      Supermajority Voting Provisions

Supermajority voting provisions require more than a simple shareholder majority in order to ratify a proposal. We believe that supermajority provisions impede shareholder action on critical ballot items and limit the voice of shareholders in making crucial decisions. As such, we will vote “AGAINST” proposals to add a supermajority vote requirement and “FOR” proposals to remove supermajority provisions at non-controlled companies. At controlled companies we may vote “AGAINST” removing supermajority vote requirements in order to preserve our shareholder rights.

2.      Special Meetings of Shareholders

We oppose unreasonable limitations on shareholder rights but recognize management’s authority to limit shareholder proposals under certain circumstances. As such, we will vote these ballots in accordance with Glass Lewis recommendations.

3.      Shareholder recovery of proxy contest costs

We will vote in accordance with Glass Lewis case-by-case determinations on shareholder proposals that seek to require companies to reimburse shareholders for expenses they incurred by initiating proxy contents.

4.      Confidential Voting

Confidential voting is the best way to guarantee an independent vote. Shareholders must be able to vote all proxies on the merits of each proposal. Open voting alters the concept of free choice in corporate elections and proxy proposal by providing management the opportunity to influence the vote outcome — they can see who has voted for or against proposals before the final vote is taken and therefore management can pressure institutional shareholders, suppliers, customers, and other shareholders with which it maintains a business relationship. This process, which would give management the opportunity to coerce votes from its shareholders, destroys the concept of management accountability. Therefore, we recommend a vote “FOR” confidential voting.

5.      Multiple Classes of Stocks

Multiple classes of stock, which would give more voting rights to one class of shareholders at the expense of another, would clearly affect the rights of all shareholders. We recommend a vote “AGAINST” any proposal which divides common equity into more than one class of stock, or which limits the voting rights of certain shareholders of a single class of stock. The exception would only occur if a subsidiary of a company issued its own class of common stock, such as General Motor’s class E (for EDS) and H (for Hughes) stock.

Similarly, we recommend a vote “AGAINST” any proposal to give the board of director’s broad powers with respect to establishing new classes of stock and determining voting, dividend, and other rights without shareholder review. An example would be requests to authorize “blank check” preferred stock.

6.      Shareholder Rights Plans

Shareholder Rights Plans (“Poison Pills”) give shareholders the ability to purchase shares from or sell shares back to the company or, in the case of a hostile acquisition, to the potential acquirer at a price far out of line with their fair market value, effectively making the company more expensive and less attractive to potential acquirers. Typically, we will vote “AGAINST” poison pill proposals and “FOR” proposals to eliminate existing poison pills and proposals that require companies to submit poison pills for shareholder ratification. However, there may be circumstances in which Glass Lewis recommends a vote FOR a poison pill and we will vote in accordance with Glass Lewis’ recommendation.

7.      Greenmail

We will vote “FOR” anti-greenmail proposals that prevent company management from buying back company stock from a greenmailer at a significant premium without shareholder approval. However, anti-greenmail measures cannot be bundled with other proposals designed to entrench existing management or discourage attractive takeovers.

D.     CHANGES IN CAPITAL STRUCTURE

1.      Increased Authorized Common Stock

Requests to authorize increases in common stock can be expected from time-to-time, and when handled in a disciplined manner such requests can be for beneficial purposes such as stock splits, cost-effective means of raising capital, or reasonable incentive programs. However, increases in common stock can easily become dilutive, so by no means are they always in the best interest of shareholders. Purpose and scale are the determining factors with respect to increases in common stock. We will vote in accordance with Glass Lewis’ case-by-case evaluation of these factors.

2.      Reincorporation

We believe that corporate jurisdiction is an issue better suited to board determinations than shareholder determinations. Companies seek reincorporation to obtain more favorable tax treatment or reap other benefits that a new corporate jurisdiction affords. Reincorporation can, however, negatively affect shareholder rights. Accordingly, Manning & Napier’s analysts will vote on such matters on a case-by-case basis.

3.      Approving Other Business

Management may, on occasion, seek broad authorization to approve business resolution without shareholder consent. Management typically already has the authority needed to make routine business decisions, so shareholders should avoid granting blanket authority to management, which may reduce management accountability and/or shareholders rights. Manning & Napier’s analysts will evaluate these proposals on a case-by-case basis.

E.     ENVIRONMENTAL, SOCIAL, GOVERNANCE MATTERS

Material environmental and social issues can have an impact on the value of a company’s stock. Manning & Napier believes that companies must adequately disclose policies and any data related to such issues in a consistent manner so that they may be appropriately analyzed. To this end Manning & Napier will generally support proposals seeking company disclosures in line with those proposed by The Task Force on Climate-related Financial Disclosure (TCFD) and the Sustainability Accounting Standards Board (SASB). As not all proposals seek such broad disclosures Manning & Napier would also support reasonable proposals seeking the disclosure of policies related to other Environmental and Social issues including but not limited to:

•        Climate Change

•        Bribery/Corruption

•        Human Rights

•        Diversity

As well as data points including those related to:

•        Greenhouse Gas emissions

•        Worker Safety

•        Diversity

•        Political Spending

Shareholder proposals on Environmental and Social issues may also seek to implement changes at the company which seek to lower the potential for boycotts, lawsuits, regulatory penalties, or other financially adverse outcomes. When we believe the impact on the overall shareholders would be neutral or positive, we recommend a vote FOR such proposals.

Examples may include:

•        Resolution to establish shareholder advisory committees

•        Corporate conduct and human rights policies

•        Adoption of the “MacBride Principles” of equal employment

•        Adoption of “CERES Principles” of environmental responsibility

•        Legal and regulatory compliance policies

•        Supplier standards

•        Fair lending

F.      FOREIGN SECURITIES

While the international proxies generally follow the same guidelines listed above, there are several issues which are not normally a part of the domestic proxies and as such are addressed separately below.

1.      Receiving Financials

We recommend voting “FOR” such routine, non-controversial items. Most companies around the world submit their financials to shareholders for approval, and this is one of the first items on most agendas. When evaluating a company’s financial statements, unless there are major concerns about the accuracy of the financial statements, we would vote “FOR” this item.

2.      Accepting the acts or performance of the managing board or supervisory board

We recommend voting “FOR” such items. The annual formal discharge of board and management represents shareholder approval of actions taken during the year. Discharge is a vote of confidence in the company’s management and policies. It does not necessarily eliminate the possibility of future shareholder action, but it does make such action more difficult to pursue. Meeting agendas normally list proposals to discharge both the board and management as one agenda item.

Discharge is generally granted unless a shareholder states a specific reason for withholding discharge and plans to undertake legal action. Withholding discharge is a serious matter and is advisable only when a shareholder has concrete evidence of negligence or abuse on the part of the board or management, has plans to take legal action, or has knowledge of other shareholders’ plans to take legal action.

3.      Capital Increase per the following

1. with rights, 2. without rights, 3. bonds with rights, or 4. bond without rights. In the majority of cases, we would vote “FOR” capital increases. There may be cases where the analyst deems the capital increase inappropriate and would then vote “AGAINST” such an item.

Companies can have one of two types of capital systems. The authorized capital system sets a limit in a company’s articles on the total number of shares that can be issued by the company’s board. The system allows companies to issue shares from this pre-approved limit, although in many markets shareholder approval must be obtained prior to an issuance. Companies also request shareholder approval for increases in authorization when the number of shares contained in the articles is inadequate for issuance authorities. When looking at such issues, we need to review the following: the history of issuance requests; the size of the request; and the purpose of the issuance associated with the increase in authorization.

Under the conditional capital system, companies seek authorizations for pools of capital with fixed periods of availability. If a company seeks to establish a pool of capital for general issuance purposes, it requests the creation of a certain number of shares with or without preemptive rights, issuable piecemeal at the discretion of the board for a fixed period of time. Unissued shares lapse after the fixed time period expires. This type of authority would be used to carry out general rights issue or small issuances without preemptive rights.

Requests for a specific issuance authority are tied to a specific transaction or purpose, such as an acquisition or the servicing of convertible securities. Such authorities cannot be used for any purpose other than that specified in the authorization. This pool of conditional capital also carries a fixed expiration date.

In reviewing these proposals, we need to look at the existence of pools of capital from previous years. Because most capital authorizations are for several years, new requests may be made on top of the existing pool of capital. While most requests contain a provision to eliminate earlier pools and replace them with the current request, this is not always the case. Thus, if existing pools of capital are being left in place, the total potential dilution amount from all capital should be considered.

G.     CONFLICTS OF INTEREST

There are potential conflicts of interest that may arise in connection with the Firm or the Analyst responsible for voting a company’s proxy. Examples of potential conflicts may include the following: (1) the voting Analyst is aware that a client of the advisor or its affiliates is a public company whose shares are held in client portfolios; (2) the voting Analyst (or a member of their immediate family) of the advisor or its affiliates also has a personal interest in the outcome of a matter before shareholders of a particular security that they cover as an Analyst; (3) an employee (or a member of their immediate family) of the advisor or its affiliates is a Director or Officer of such security; (4) an employee (or a member of their immediate family) is a Director candidate on the proxy; or (5) the voting Analyst (or a member of their immediate family), the advisor or its affiliates have a business relationship with a participant in a proxy contest, corporate director or director candidates.

In recognizing the above potential conflicts, the following controls have been put in place: (1) analysts provide written confirmation that no conflict of interest exists with respect to each proxy vote on which the analyst opines. If an Analyst indicates a conflict of interest, then the analyst will not be permitted to vote the proxy; instead (2) the Committee will resolve any apparent or potential conflicts of interest. The Committee may utilize the following to assist in seeking resolution (including, without limitation, those instances when the Advisor potentially has an institutional conflict): (1) voting in accordance with the guidance of an independent consultant or outside counsel; (2) designation of a senior employee or committee member to vote that has neither a relationship with the company nor knowledge of any relationship between the advisor or its affiliates with such company; (3) voting in proportion to other shareholders of the issuer; (4) voting in other ways that are consistent with the advisor’s and its affiliates’ obligation to vote in clients’ collective best interest.

With respect to proxies solicited by a Series of the Manning & Napier Fund, Inc. held by separate account clients of Manning & Napier that have delegated proxy voting responsibility to Manning & Napier pursuant to the terms of their investment advisory agreements with Manning & Napier, the Committee will determine if any material conflicts of interest arise with respect to Manning & Napier voting the proxy. If the Committee determines that a material conflict of interest arises with respect to Manning & Napier voting the proxy, Manning & Napier will vote the proxy in accordance with Glass Lewis & Co.’s proxy voting policies and procedures. If the Committee determines that no material conflicts of interest arise with respect to Manning & Napier voting the proxy, then the Committee will determine how to vote the proxy and document its rationale for making the conflict of interest and voting determinations.

When required by law or SEC exemptive order (if applicable), Manning & Napier will also “echo vote” proxies of an unaffiliated mutual fund or exchange traded fund (“ETF”). When not required to “echo vote,” Manning & Napier will defer to Glass Lewis procedures and recommendations for voting proxies of an unaffiliated mutual fund or ETF, subject to any custom policies of Manning & Napier set forth herein. If Manning & Napier and/or its affiliates own greater than a 5% position in an iShares Exchange Traded Fund, we will vote the shares in the same proportion as the vote of all other holders of shares of such iShares fund.

OVERSIGHT

Manning & Napier has a responsibility to oversee its proxy voting processes including those functions delegated to its service providers. Accordingly, Manning & Napier has adopted the following processes:

•        The Committee or persons that the Committee designates will review these Guidelines annually

•        In conjunction with the annual Guideline review, the Committee will review the Glass Lewis guidelines and reassess the prudence of relying on Glass Lewis research and voting recommendations

•        The Committee or persons that the Committee so designates will conduct due diligence on Glass Lewis to assess conflicts, review current voting methodology and research development processes, among other variables

•        Manning & Napier’s Vendor Oversight Committee will review Broadridge as a service provider, evaluating such factors as contract fulfillment, error occurrences, financial stability, control infrastructure, among other variables. This review will be conducted in accordance with the Vendor Oversight Committee’s risk-based review cycle.

ISSUER and LOBBYIST COMMUNICATION

Periodically, analysts may receive calls from lobbyists or solicitors trying to persuade them to vote a certain way on a proxy issue, or from other large stockholders trying to persuade Manning & Napier to join a voting conglomerate in order to exercise control of a company. We will take their opinions into consideration, but our policy is simply to vote in accordance with what we feel is in the best interest of our clients and shareholders and which maximizes the value of the investment.

RECORDKEEPING

Manning & Napier retains records of the following: (i) these and other related Policies and procedures; (ii) copies of each proxy statement received regarding client securities (except that Manning & Napier may rely on the SEC’s Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system; (iii) a record of every vote cast on behalf of a client, which may be maintained by a third-party provider under certain conditions; (iv) documents, if any, that Manning & Napier prepared that were material to its proxy voting decisions; (v) all requests for proxy voting records and Manning & Napier’s reply to such requests; and (vi) documentation of conflicts of interests and resolutions thereto. These records will be maintained in accordance with applicable rules and regulations to which Manning & Napier is subject.

INQUIRIES

Information regarding these policies and procedures or voting records specific to your account may be obtained through your Financial Consultant or Relationship Manager.

Rand Capital Management Proxy Voting Policy

Overview of Requirements

An investment adviser that exercises voting authority over client proxies is required to:

•        Adopt and implement policies and procedures reasonably designed to ensure that the adviser votes proxies in the best interest of clients, including how an adviser addresses material conflicts that may arise between an adviser’s interests and those of its clients;

•        Disclose to clients information about those policies and procedures and, upon request, furnish a copy to clients;

•        Disclose to clients how they may obtain information on how the adviser has voted their proxies;

•        Maintain certain records related to proxy voting.

Policy

The investment strategy of RCM’s Clients generally does not include long holdings in publicly traded equities, but may have limited holdings in publicly traded securities. RCM has adopted this policy to facilitate the voting of proxies in what RCM perceives to be the best interests of our Clients, if applicable. RCM recognizes our fiduciary obligation and will comply with our obligations under Rule 206(4)-6 under the Advisers Act.

This policy defines procedures for voting securities for the benefit of and in the best interest of the Client. The objective of voting a security in each case under this policy is to seek to enhance the value of the security, or to reduce the potential for a decline in the security’s value. This policy does not prescribe specific voting requirements or specific voting considerations. Instead, this policy provides procedures for applying the informed expertise and judgment of our investment professionals on a timely basis in pursuit of the above stated voting objectives.

RCM believes that an important consideration in the framing of a proxy voting policy is the need to avoid unduly diverting resources from our primary responsibilities to add value to our Clients’ investments through portfolio management and client service. This policy has been prepared on this basis.

RCM is not responsible for voting proxies not received in a timely manner or in circumstances where there is a lack of information provided in the proxy statement by the issuer or other resolution sponsor. In addition, should RCM feel that the costs of voting a particular proxy exceed the expected benefits to Clients, RCM may choose not to vote in that particular circumstance. However, it is generally our intent to vote all proxies.

RCM does not consider it feasible or desirable to prescribe in advance comprehensive guidelines as to how it will exercise proxy voting authority in all circumstances. The primary aim of our approach to corporate governance issues is to encourage a culture of performance among the companies in which RCM manages investments in order to add value to our portfolios, rather than one of mere conformance with a prescriptive set of rules and constraints.

Responsibility

Investment personnel are responsible for making decisions with respect to voting proxies. RCM’s Co-Chief Executive Officer (“CEO”), or designee, is responsible for facilitating the overall voting process — from receipt of the proxies to casting the votes.

Procedures

RCM has identified a limited range of issues upon which the Firm intends to exercise proxy voting authority — either to register disapproval of management proposals or to demonstrate support for company initiatives through positive use of voting powers. These issues are outlined as follows.

Major Corporate Proposals

RCM intends to vote on the following issues arising in company General Meetings where it has the authority to do so on behalf of Clients:

•        Contentious issues (e.g. issues of perceived national interest, or where there has been extensive press coverage or public comment);

•        Approval of changes of substantial shareholdings;

•        Mergers; and

•        Approval of major asset sales or purchases.

As a general rule, RCM will vote against any actions that will reduce the rights or options of shareholders, reduce shareholder influence over the Board of Directors and management, reduce the alignment of interests between management and shareholders, or reduce the value of shareholders’ investments, unless balanced by reasonable increase in net worth of the shareholding.

Where appropriate, RCM will use voting powers to influence companies to adopt generally accepted best corporate governance practices in areas such as board composition, disclosure policies and the other areas of recommended corporate governance practice. Our approach to significant proxy voting issues which fall outside these areas will be addressed on their merit.

Conflicts of Interest

In connection with each exercise of voting authority, the Compliance Team will assess whether any material conflicts of interest exist between the interests of RCM and the interests of its Clients with respect to the matters to be voted upon. A conflict of interest typically arises where there is a business or personal relationship between the person(s) executing voting authority, on the one hand, and the proponents of a voting proposal or director candidates standing for election at the portfolio company, on the other. A conflict might arise for RCM, for example, where RCM or a Supervised Person has a separate business relationship with the portfolio company or the challenger in a proxy contest, or where a Supervised Person has a personal relationship with an officer or director (such as a close family member serving in such position) of the portfolio company or the challenger in a proxy contest. In such cases, the Managing Member of RCM or the Supervised Person will raise any potential conflict of interest with the Compliance Team who will work to determine whether alternative voting procedures need to be implemented. In the event of a material conflict of interest, RCM will look to a proxy voting service, or other independent third party, to determine the manner in which our votes will be cast. In the event of any such material conflict of interest, the Compliance Team will document the nature of the conflict and the alternative voting procedure employed to address such conflict.

Receipt of Proxies/Process for Voting

•        RCM personnel will maintain documentation of all proxies received.

•        The investment personnel will follow the directions provided on the proxy to cast the vote.

•        Once the vote is cast, a copy is maintained in a file in accordance with regulatory requirements.

Form N-PX

Form N-PX is an annual report on proxy voting records with a reporting period of July 1 through June 30 and requires institutional investment managers1, that are also required to file Form 13F, to disclose certain information about its votes related to issuers’ executive compensation practices (also referred to as “say on pay” votes). Institutional investment managers are required to disclose their “say-on-pay” votes on Form N-PX. Due to the limited public security holdings for the Firm, RCM does not meet the definition of institutional money manager and does not need to file Form N-PX. If this position changes in the future, RCM will develop procedures for complying with the filing requirements.

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1        The term “institutional investment manager” includes any person, other than a natural person, investing in or buying and selling securities for its own account, and any person exercising investment discretion with respect to the account of any other person. The term “person” includes any natural person, company, government, or political subdivision, agency, or instrumentality of a government. Entities serving as managers could include, for example: banks, insurance companies, and broker-dealers that invest in, or buy and sell, securities for their own accounts; corporations and pension funds that manage their own investment portfolios; or investment advisers that manage private accounts, mutual fund assets, or pension plan assets.

Disclosures to Clients and Investors

Thorofare will include a description of its policies and procedures regarding proxy voting and class actions in Part 2 of Form ADV, if applicable, along with a statement that Clients and Investors can contact the CCO to obtain a copy of these policies and procedures and information about how Thorofare voted with respect to the Client’s securities.

Any request for information about proxy voting or class actions should be promptly forwarded to the CCO who will respond to any such requests.

As a matter of policy, Thorofare does not disclose how it expects to vote on upcoming proxies. Additionally, Thorofare does not disclose the way it voted proxies to unaffiliated third parties without a legitimate need to know such information.

Annual and Ongoing Reviews

The CCO will periodically review the adequacy of the firm’s proxy voting policies and procedures to make sure they have been implemented effectively, including whether the policies and procedures continue to be reasonably designed to ensure that proxies are voted in the best interests of Clients.

Form N-PX

Form N-PX is an annual report on proxy voting records with a reporting period of July 1 through June 30 and requires institutional investment managers1, that are also required to file Form 13F, to disclose certain information about its votes related to issuers’ executive compensation practices (also referred to as “say on pay” votes). Institutional investment managers are required to disclose their “say-on-pay” votes on Form N-PX.

Due to Thorofare’s investment strategy, the Firm does not anticipate meeting the criteria for a required filing. The CCO is responsible for monitoring the Firm’s reporting obligations under section Form N-PX to ensure that the Firm meets its reporting obligations within the regulatory deadlines.

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​1        The term “institutional investment manager” includes any person, other than a natural person, investing in or buying and selling securities for its own account, and any person exercising investment discretion with respect to the account of any other person. The term “person” includes any natural person, company, government, or political subdivision, agency, or instrumentality of a government. Entities serving as managers could include, for example: banks, insurance companies, and broker-dealers that invest in, or buy and sell, securities for their own accounts; corporations and pension funds that manage their own investment portfolios; or investment advisers that manage private accounts, mutual fund assets, or pension plan assets.

PART C: OTHER INFORMATION

Callodine Specialty Income FUND
(the “Registrant”)

Item 25. Financial Statements and Exhibits