Experiencia Docente

TheFunddoesnotcurrentlyintendtolistitsSharesonanysecuritiesexchangeanddoesnotexpect anysecondarymarketforthemtodevelopintheforeseeablefuture.Therefore,Shareholdersshouldexpect thattheywillbeunabletoselltheirSharesforanindefinitetimeoratadesiredprice.NoShareholderwill havetherighttorequiretheFundtorepurchasesuchShareholder’sSharesoranyportionthereof.Becauseno publicmarketexistsfortheShares,andnoneisexpectedtodevelopintheforeseeablefuture,Shareholders willnotbeabletoliquidatetheirinvestmentpriortoaliquidityevent,otherthanthroughtheFund’sshare repurchaseprogram,or,inlimitedcircumstances,asaresultoftransfersofSharestootherinvestors.

ToprovideShareholderswithlimitedliquidity,theFundintendstoconductquarterlyrepurchasesof Shares.Eachrepurchaseofferwillgenerallybeconductedinparallelwithsimilarrepurchaseoffersmadeby theMasterFundwithrespecttotheMasterFundshares.ThefirstoffertorepurchaseSharesfrom

ShareholdersisexpectedtooccurinthefirstfullcalendarquarterafterSharesarefirstsoldtothepublic.In monthsinwhichtheFundrepurchasesShares,theFundwillconductrepurchasesonthesamedatethatthe FundholdsitsfirstBi-MonthlyClosingforthesaleof SharesintheOffering.Anyoffertorepurchase ShareswillbeconductedsolelythroughwrittentenderoffermaterialsmailedtoeachShareholder(andnot throughthisprospectus)inaccordancewiththerequirementsofRule13e-4of theExchangeAct.

TheFund’squarterlyrepurchaseswillbeconductedonsuchtermsasmaybedeterminedbytheBoard initscompleteandabsolutediscretionunless,inthejudgmentoftheIndependentTrustees,such

repurchaseswouldnotbeinthebestinterestsof Shareholdersorwouldviolateapplicablelaw.TheBoard alsowillconsiderthefollowingfactors,amongothers,inmakingitsdeterminationregardingwhetherto causetheFundtooffertorepurchaseSharesandunderwhatterms:

• the effect of such repurchases on the Fund’s and/or the Master Fund’s qualification as a RIC (including the consequences of any necessary asset sales);

• the liquidity of the Master Fund’s assets (including fees and costs associated with disposing of assets);

• the Master Fund’s investment plans;

• the Fund’s and the Master Fund’s working capital requirements; • the Fund’s history in repurchasing Shares or portions thereof; and • the condition of the securities markets.

The Fund currently intends to limit the number of Shares to be repurchased on each date of repurchase to the number of Shares the Fund can repurchase with, in the Board’s sole discretion, (i) the aggregate proceeds it has received from the issuance of Shares pursuant to its DRP for the previous calendar quarter, and/or (ii) the aggregate proceeds it has received from the sale of Shares at the previous two Bi-Monthly Closings that occurred, or were scheduled to occur (if no proceeds were actually received), immediately prior to the date upon which the notification to repurchase Shares was provided to

Shareholders. The Board may, in its sole discretion, determine to limit the number of Shares to be repurchased to an amount that is greater than or less than the amounts described above. The Fund will further limit the number of Shares to be repurchased in any calendar quarter to 5.0% of the weighted average number of Shares outstanding in the previous full calendar quarter prior to the date upon which the notification to repurchase Shares was provided to Shareholders. In addition, beginning with the Fund’s second calendar year of operations, the Fund will limit the number of Shares to be repurchased in any calendar year to 20.0% of the weighted average number of Shares outstanding in the prior calendar year. The Fund will offer to repurchase such Shares at a price equal to the NAV per Share in effect on each date of repurchase.

The Fund’s assets consist primarily of its interest in Master Fund shares. Therefore, in order to finance the repurchase of Shares pursuant to its share repurchase program, the Fund may find it necessary to liquidate all or a portion of its interest in Fund shares. In such cases, the Fund will not conduct a

repurchase offer for Shares unless the Master Fund simultaneously conducts a repurchase offer for Master Fund shares. The members of the Board also serve on the Master Fund’s Board, and the Master Fund’s

Board expects that the Master Fund will conduct repurchase offers for Master Fund shares as necessary to permit the Fund to meet its intentions under its share repurchase program. However, there can be no assurance that the Master Fund’s Board or the Board will, in fact, decide to undertake any repurchase offers.

In order to tender Shares to be repurchased, a Shareholder must tender at least 25.0% of the Shares owned by such Shareholder. If a Shareholder chooses to tender only a portion of his or her Shares, the Shareholders must maintain a minimum balance of $4,000 of Shares following a tender of Shares for repurchase. If the amount of repurchase requests exceeds the number of Shares the Fund seeks to

repurchase, the Fund will repurchase Shares on a pro rata basis. As a result, the Fund may repurchase less than the full amount of Shares that a Shareholder requests to have repurchased. To the extent a

Shareholder seeks to tender all of the Shares they own and the Fund repurchases less than the full amount of Shares that the Shareholder requests to have repurchased, the Shareholder may maintain a balance of Shares of less than $4,000 following such Share repurchase. If the Fund does not repurchase the full amount of Shares that a Shareholder requests to be repurchased, or the Fund determines not to make repurchases of Shares, a Shareholder may not be able to dispose of his or her Shares. Any periodic repurchase offers will be subject in part to the Fund’s available cash and compliance with the RIC qualification and diversification rules promulgated under the Code.

The Board requires that the Fund repurchase Shares or portions thereof from Shareholders pursuant to written tenders only on terms it determines to be fair to the Fund and to all Shareholders. Repurchases of Shares by the Fund will be paid in cash. Repurchases will be effective after receipt and acceptance by the Fund of all eligible written tenders of Shares from Shareholders.

When the Board determines that the Fund will offer to repurchase Shares or fractions thereof, tender offer materials will be provided to Shareholders describing the terms thereof, and containing information Shareholders should consider in deciding whether and how to participate in such repurchase opportunity.

Any repurchase offer presented to Shareholders will remain open for a minimum of 20 business days following the commencement of the offer. In the materials that the Fund will send to Shareholders, the Fund will include the date that the tender offer will expire. All tenders for repurchase requests must be received prior to the expiration of the repurchase offer in order to be valid.

In order to submit Shares to be repurchased, Shareholders will be required to complete a letter of transmittal, which will be included in the materials sent to Shareholders, as well as any other documents required, by the letter of transmittal. At any time prior to the expiration of the repurchase offer, Shareholders may withdraw their tenders by submitting a notice of withdrawal to the Fund.

The Fund will not repurchase Shares, or fractions thereof, if such repurchase will cause the Fund to be in violation of the securities or other laws of the United States, Delaware or any other relevant jurisdiction.

While the Fund intends to conduct quarterly repurchase offers as described above, the Fund is not required to do so and the Board may amend, suspend or terminate the share repurchase program at any time. Investors have no right to require the Fund to redeem their Shares. See “Types of Investments and Related Risks — Risks Related to the Business and Structure of the Fund.”

In the event that NSAM Adviser or any of its affiliates holds Shares in the capacity of a Shareholder, any such affiliates may tender Shares for repurchase in connection with any repurchase offer the Fund makes on the same basis as any other Shareholder, except for the initial capital contributions of the sponsors for as long as NSAM Adviser and OZ Credit Management remain the Master Fund’s investment adviser and sub-adviser, respectively.