Any material changes to previously disclosed information, which must be promptly filed as amendments.
V. Protection of Non-Redeeming Shareholders
Tender offer funds are not obligated to make repurchase offers on a predetermined schedule. When a tender offer fund decides whether to authorize a repurchase offer, it has the opportunity to take into consideration the best interests of the fund and its shareholders given the particular circumstances at the time. Importantly, funds are able to consider the long-term interests of non- redeeming shareholders, whose fund interests are affected by the terms and timing of any repurchase activity. The board is empowered to exercise its judgment to pause repurchase offers, to offer to repurchase fewer shares than it had previously, or, if circumstances warrant, to offer to repurchase more shares than had been its typical practice. In this way, the tender offer fund structure provides flexibility to evaluate a full range of factors each time it determines whether or not to authorize a tender offer. This flexibility can be especially useful in times of market dislocation, or in circumstances where the fund may benefit from retaining capital, such as in anticipation of a strategic transaction. Recent market developments illustrate the practical utility of this discretionary framework. In several instances, funds have limited or paused repurchases, reflecting their ability to manage repurchase activity in a manner designed to protect the interests of all of a fund’s shareholders during periods of market stress. Generally, such funds have merely been adhering to the redemption terms clearly disclosed in their offering documents. With respect to private credit tender offer funds, the ability to pause redemptions contributes to their resiliency during market dislocations. In addition, it is important to note that many investors are primarily attracted to private credit tender offer funds because of the income they generate. Even if a fund determines to pause repurchase offers, shareholders will generally continue to receive distributions of income. 9 Additionally, tender offer funds tend to invest in the types of private assets where it is important for advisers to cultivate and maintain long-term relationships with portfolio companies, financial sponsors and other market intermediaries, the benefits of which accrue to the funds and their shareholders over time. In private credit, in particular, advisers develop long relationships with borrowers, which allows them to understand their borrowers’ businesses and financing needs across market cycles. The availability and stability of capital that tender offer funds provide directly support these relationships. Tender offer funds and their advisers may take these factors into consideration when determining the scale and timing of any particular tender offer. The discretion granted in deciding when and how much liquidity to offer to fund shareholders is not a design flaw, but a fundamental element of tender offer funds.
9 Under Subchapter M of the Internal Revenue Code, a regulated investment company must distribute at least 90% of its investment company taxable income (including dividends and interest, but generally excluding net capital gains) to shareholders each taxable year in order to avoid entity-level federal income tax on the distributed amounts.
April 2026 / Page 4
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