Amendment to Registration Statement by Closed-End Investment Company (Form N-2/A)

☒	REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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Pre-effective Amendment No. 13

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Post-effective Amendment No.

☒	REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

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Amendment No. 13

☐	Check box if the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans.

☒	Check box if any securities being registered on this Form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933 ("Securities Act"), other than securities offered in connection with a dividend reinvestment plan.

☐	Check box if this Form is a registration statement pursuant to General Instruction A.2 or a post-effective amendment thereto.

☐	Check box if this Form is a registration statement pursuant to General Instruction B or a post-effective amendment thereto that will become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act.

☐	Check box if this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction B to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act.

☐	When declared effective pursuant to Section 8(c) of the Securities Act.

☐	This [post-effective] amendment designates a new effective date for a previously filed [post-effective amendment] [registration statement].

☐	This Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is.

☐	This Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is.

☐	This Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is.

☒	Registered Closed-End Fund (closed-end company that is registered under the Investment Company Act of 1940 ("Investment Company Act")).

☐	Business Development Company (closed-end company that intends or has elected to be regulated as a business development company under the Investment Company Act).

☒	Interval Fund (Registered Closed-End Fund or a Business Development Company that makes periodic repurchase offers under Rule 23c-3 under the Investment Company Act).

☐	A.2 Qualified (qualified to register securities pursuant to General Instruction A.2 of this Form).

☐	Well-Known Seasoned Issuer (as defined by Rule 405 under the Securities Act).

☐	Emerging Growth Company (as defined by Rule 12b-2 under the Securities Exchange Act of 1934 ("Exchange Act")).

☐	If an Emerging Growth Company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a) (2) (B) of Securities Act.

☒	New Registrant (registered or regulated under the Investment Company Act for less than 12 calendar months preceding this filing).

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You may not have access to the money you invest for an extended period of time.

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The shares are illiquid and cannot be readily sold. You may not be able to sell your shares at the time or in the quantity of your choosing regardless of how the Fund performs.

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The Fund's shares have no pricing or performance history.

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Except to the extent required by the Fund's quarterly share repurchase policy, the Fund will not be required to repurchase shares at a shareholder's request nor will shares be exchangeable for underlying assets of the Fund. Except to the extent permitted under the quarterly repurchase offer, shareholders will be unable to reduce their exposure to any decline in the Fund's NAV.

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The Fund will only make quarterly offers to repurchase a portion of the outstanding shares; the Fund's fundamental share repurchase policies only require the Fund to offer to repurchase at least 5% of the total outstanding shares on a quarterly basis in accordance with the Fund's share repurchase policy described in "QUARTERLY REPURCHASES OF SHARES" on page 49 of the Prospectus.

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The Fund is not required to extend, and shareholders should not expect the Fund's Board to authorize, repurchase offers in excess of 5% of the total outstanding shares per quarter. 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.

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We do not plan to list the shares on any securities exchange, and we do not anticipate that a secondary market for the shares will develop.

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

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The Fund may pay Distributions or repurchase shares 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 shareholders.

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Investments in Longevity Assets are highly speculative and involves risks that the Fund may not be able to collect on the insurance policy. With respect to Mortality Contracts (defined below), the insured may live longer than anticipated. With respect to Annuity Contracts (defined below), the annuitant may not live as long as anticipated.

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In recent years, many life insurance issuers have instituted premium increases for Mortality Contracts. In many instances, these increases were material. The Fund cannot predict with certainty when or if this might occur. There can be no assurance Mortality Contracts acquired by the Fund will not be subject to premium and other cost increases. If any such Mortality Contracts are affected by a cost increase, the value of such Mortality Contracts may be materially reduced and the Fund may decide or may be forced to sell or allow such Mortality Contracts to lapse, resulting in a loss to the Fund.

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There is no readily available market for the Fund's primary investments. Therefore, the calculation of the Fund's net asset value involves many assumptions and could be wrong.

. The Fund has adopted a fundamental policy that, under normal market conditions, requires the Fund to invest at least 25% of its total assets in Longevity Assets (including structured products collateralized by Longevity Assets), and other investments with similar economic characteristics. The Fund may invest in a wide range of Longevity Assets including Mortality Contracts and Annuity Contracts. The Fund has also adopted a fundamental investment policy regarding industry concentration, pursuant to which the Fund may not: concentrate its investments in any particular industry, as that term is used in the Investment Company Act; provided, that the Fund will be concentrated in Longevity Assets as the Fund will invest at least 25% of its total assets in Longevity Assets related assets, which for purposes of this investment restriction the Fund will treat as an industry or group of industries.

Under normal circumstances the Fund intends to deploy the proceeds of this offering into an actively managed, large and diversified portfolio of Longevity Assets, consisting primarily of Mortality Contracts and to a lesser extent, Annuity Contracts. The Fund may also invest in certain structured finance products that hold pools of fixed Mortality Contracts and fixed Annuity Contracts". The structured finance products will not be collateralized debt obligations or other forms of derivatives, although they may be considered asset backed securities with the underlying assets being fixed Mortality Contracts and fixed Annuity Contracts (and certain cash and cash equivalents). The structured finance products will not be private funds. The Fund intends to purchase Mortality Contracts in the open, tertiary (defined on page 5 below) market at a discount to face value. The Fund intends to acquire Annuity Contracts directly from insurers. The Fund's objective is to acquire Mortality Contracts at valuations it believes will appreciate over time and will provide positive returns on investment. When a Mortality Contract matures or is sold, the Fund intends to distribute the proceeds to its shareholders, less any amounts deemed appropriate to be retained for future investment, or cash flow needs such as purchases of additional Longevity Assets, fees, expenses and share repurchases. See our "DISTRIBUTION POLICY" at page 51. The fair value of Mortality Contracts generally appreciate appreciates as the insureds age and the Fund's expenses to maintain a Mortality Contract increase if the policyholder lives longer than the expected life span due to the requirement to continue to pay premium to keep the Mortality Contract in force.

The Fund may invest up to 25% of its total assets (measured at the time of purchase) in controlled offshore vehicle(s) that are wholly-owned by the Fund ("Subsidiary" or "Subsidiaries").

Each Subsidiary will be advised by the Manager and will have the same investment objectives and investment limitations as the Fund. Unlike the Fund, however, the Subsidiaries may invest to a greater extent in Longevity Assets that are not otherwise deemed "securities" for purposes of Regulation M of the Internal Revenue Code of 1986, as amended (the "Code"). The Subsidiaries' investments in such instruments are subject to limits on leverage imposed by the Investment Company Act, when viewed on a consolidated basis with the Fund. Additionally, the Subsidiaries, when viewed on a consolidated basis with the Fund, must comply with 1940 Act Sections 8 and 18 (regarding investment policies, capital structure and leverage), Section 15 (regarding investment advisory contracts) and Section 17 (regarding affiliated transactions and custody). Any adviser to the Fund or its Subsidiaries must also comply with the provisions of Section 15 of the 1940 Act relating to investment advisory contracts as an investment adviser under Section 2(a)(20) of the 1940 Act. In addition, to the extent applicable to the investment activities of a Subsidiary, the Subsidiary will be subject to the same fundamental investment restrictions and will follow the same compliance policies and procedures as the Fund. Compliance with the Fund's investment restrictions generally will be measured on an aggregate basis in respect of the Fund's and the Subsidiary's portfolios. Any Subsidiary will comply with the 1940 Act provisions governing affiliate transactions and custody of assets. The Fund will the sole shareholder of each Subsidiary and does not expect shares of any Subsidiary to be offered or sold to other investors. By investing in a Subsidiary, the Fund is indirectly exposed to the risks associated with the Subsidiary's investments. No Subsidiary will be registered under the 1940 Act and, unless otherwise noted in the SAI, is not subject to all of the investor protections of the 1940 Act. The Fund's investment in a Subsidiary is expected to provide the Fund with an effective means to obtain exposure to the investment returns of fixed life settlements within the limitations of the federal tax requirements of Subchapter M of the Code.

. The Board of Trustees (the "Board") of the Fund has engaged the Manager to manage the operations and business of the Fund. The Manager will be compensated with the Management Fee described on page 7 hereof. The Manager is registered as an investment adviser with the SEC.

. The Fund (i) has registered the shares under the Securities Act of 1933, as amended (the "Securities Act"), (ii) plans to engage in a continuous offering of its shares pursuant to Rule 415 of the Securities Act, (iii) has registered under the Investment Company Act of 1940, as amended (the "Investment Company Act"), and (iv) is authorized as a Delaware statutory trust to issue an unlimited number of shares. The Fund is offering to sell, through its principal distributor, UMB Distribution Services, LLC (the "Distributor"), and other distributors or underwriters from time to time under the terms of this Prospectus, an indefinite number of shares at the net asset value ("NAV") per share. Shares are sold subject to a maximum sales load of up to 5% of the investment amount, a distribution fee of up to 0.70% per annum of the shareholder's average daily NAV (subject to a minimum annual fee of $18,000, the "Distribution Fee"), and/or a shareholder service expense of up to 0.15% per annum of the shareholder's average daily NAV ("Shareholder Service Expense"). The Fund will also pay to UMB Fund Services, Inc. (the "Administrator" and "Transfer Agent") fees of (i) up to 0.12% on average net assets (subject to a minimum annual fee of $57,000) for Fund accounting, and regulatory and legal administration services and (ii) up to 0.05% on average net assets (subject to a minimum annual fee of $30,000) for transfer agent services, plus a per account fee of up to $30.00. Each of the aforementioned vendors also charge minimal other ministerial fees.

The minimum initial investment is $10,000, and a minimum of $1,000 on subsequent share purchases. There is no initial or subsequent investment minimum for members of the Board ("Trustees") or Officers of the Fund, directors, officers and employees of the Manager or Longevity Market Assets, LLC (the "Sponsor" or "LMA"), or any of their affiliates. The Distributor is not required to sell any specific number or dollar amount of the Fund's shares. The Distributor has committed to use commercially reasonable efforts to sell the shares. See "PLAN OF DISTRIBUTION." The initial NAV is ten ($10.00) dollars per share, and the Sponsor will receive

Price to Public:		Maximum Sales Load:		Proceeds to the Fund:
Initially, $10 per share; thereafter, current NAV		5%		Initially, $10 per share; thereafter, amount invested at current NAV

PROSPECTUS SUMMARY			1
FUND EXPENSES			6
FINANCIAL HIGHLIGHTS			7
MANAGEMENT FEE			7
FUND STRUCTURE			7
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			24
THE FUND			27
USE OF PROCEEDS			28
INVESTMENT OBJECTIVES, POLICIES AND STRATEGIES			29
RISK FACTORS			30
MANAGEMENT OF THE FUND			42
DETERMINATION OF NET ASSET VALUE			46
CONFLICTS OF INTEREST			48
QUARTERLY REPURCHASES OF SHARES			50
DISTRIBUTION POLICY			53
TRANSFER AGENT SERVICES			53
CERTAIN U.S. FEDERAL INCOME TAX MATTERS			53
DESCRIPTION OF CAPITAL STRUCTURE AND SHARES			57
PLAN OF DISTRIBUTION			59
LEGAL MATTERS			61
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			61
ADDITIONAL INFORMATION			61
PRIVACY POLICY AND NOTICE OF INFORMATIONAL PRACTICES			62
APPENDIX A : STATEMENT OF ADDITIONAL INFORMATION TABLE OF CONTENTS			A-i
STATEMENT OF ADDITIONAL INFORMATION			A-1
APPENDIX B : PROXY POLICIES AND PROCEDURES			B-1

Summary of Risks RISK

The Fund

The Fund is a newly organized, investment company, registered under the Investment Company Act. The Fund intends to operate as an interval fund that will continually offer shares and make quarterly repurchases of a portion of the Fund's shares at the net asset value ("NAV") per share. See "QUARTERLY REPURCHASES OF SHARES" on page 50 of this Prospectus. The shares do not represent a deposit or obligation of, and are not guaranteed or endorsed by, any insurer, bank or other depository institution and are not federally insured by the Federal Deposit Insurance Corporation, the Federal Reserve Board, and state insurance guarantee fund, or any other government agency.

The Fund is an appropriate investment only for those investors who can tolerate a high degree of risk and do not require a liquid investment.

Investment Objectives and Policies

The Fund's investment objectives are to realize long term share appreciation and current income. Under normal circumstances the Fund intends to deploy the proceeds of this offering into an actively managed, large and diversified portfolio of "Longevity Assets," consisting primarily of "Mortality Contracts" and to a lesser extent, "Annuity Contracts," and certain structured finance products that hold fixed Mortality Contracts and fixed Annuity Contracts as their principal investments. "Mortality Contracts" consist of and variable individual life insurance contracts. "Annuity Contracts" include individual annuities and individual single premium income annuities, and variable annuities. The Fund may invest in structured finance products by purchasing ownership interests in an entity that holds a pool of primarily Longevity Assets. The structured finance products will not be collateralized debt obligations or other forms of derivatives, although they may be considered asset backed securities with the underlying assets being fixed Mortality Contracts and fixed Annuity Contracts (and certain cash and cash equivalents). The structured finance products will not be private funds. The Fund may consider purchasing Annuity Contracts that pay distributions matched to the future cash flow obligations including premium requirements of Mortality Contracts and share repurchases. The Manager expects that investments in the Longevity Assets will provide current income and a return upon sale or maturity of the Mortality Contracts. Mortality Contracts generally do not pay dividends until maturity. Instead, most Mortality Contracts will require the Fund to pay policy premiums to keep the insurance contracts in force until maturity or sale. We expect that the value of Mortality Contracts will appreciate up to face value over the term of the contract. Annuity Contracts, on the other hand, pay regular distributions for the life of the annuitant and depreciate as the annuitant ages toward maturity. We plan to use share proceeds to purchase Annuity Contracts for a lump sum discounted present value; the return on investment will be determined based on the annuitant's life as measured against the actuarial estimate upon which we base the purchase price. The following is a list of Longevity Assets that we plan to target:

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Investment Strategy and Criteria Used in Selecting Investments in Longevity Assets

The Fund seeks to achieve its investment objectives by utilizing proprietary technology to estimate the stochastic (random but probabilistic events or occurrences) properties of Mortality Contracts available in the tertiary market and to purchase those Mortality Contracts that it deems represent a value above the estimate. The Fund believes that as its pool of Mortality Assets grows, the reliability of the Manager's stochastic probability estimates will

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also grow. By leveraging this technology, the Fund seeks to identify and acquire Mortality Contracts that it believes offer risk-adjusted returns (priced at a discount to face value, while accounting for the time-value of the invested capital and payment of expected premiums to keep the Mortality Contracts in force). We note that realization of investment returns, however, are limited to quarterly Distributions (page 48) and Quarterly Repurchase of Shares (page 46). The Fund expects to purchase Mortality Contracts with certain profiles that include an assessment of such Mortality Contract's purchase price, expected premium payment requirements and maturity value, while also taking into consideration the life expectancy of the insured. The Fund may invest in short-dated Treasuries, money market funds or other instruments falling under the generally accepted cash equivalents definition for cash management purposes. The Fund intends to diversify its portfolio by investing in a variety of Longevity Assets issued by different life insurers and allocated between fixed and variable products. The Fund expects that its initial portfolio will be weighted heavily toward fixed Mortality Contracts. However, the Fund anticipates attaining a portfolio consisting of at least forty percent (40%) securities, including variable Longevity Assets, structured finance products that invest in Longevity Assets, and CFCs (as defined below) following its first year of operation. Ultimately, the Fund anticipates maintaining a Longevity Asset portfolio that is marginally weighted toward fixed Longevity Assets. Under normal circumstances, the Fund expects to invest at least eighty percent (80%) of its total assets in Longevity Assets. The Fund will reserve funds necessary to service premiums due on Mortality Contracts and to have sufficient liquid assets to support its share repurchase policy. The Fund cannot guarantee that its Investment Strategy will achieve its investment objective.

The Board has approved the Fund's valuation policies ("Valuation Policies") to govern the valuation of the Fund's portfolio investments. Since the majority of the Fund's investments will not have readily available market quotations, the Board has designated the Manager as the Fund's valuation designee ("Valuation Designee") to perform fair valuations pursuant to Rule 2a-5 under the Investment Company Act. The Manager has entered into a service agreement with Longevity Market Assets, LLC's (the "Sponsor") affiliate, ABL Technologies, LLC ("ABL Technologies") whereby ABL Technologies will provide support for the Manager in its role as the Fund's Valuation Designee and provide certain valuation services using its proprietary Valuation Methodologies ("Valuation Methodology"). The Fund's Valuation Designee will leverage ABL Technologies' Valuation Methodology, including its historical dataset of Longevity Asset transactions completed by the Fund and its affiliates, and Longevity Asset valuation tools to value the Fund's portfolio of Longevity Assets. The Manager's investment committee will also use ABL Technologies' Valuation Methodology to value Longevity Assets in its determination whether to hold, purchase or sell Longevity Assets, and at what price. The Manager, as Valuation Designee, will be responsible for implementing and maintaining internal controls over fair valuation of the Fund's assets. The Fund believes that its use of ABL Technologies' Valuation Methodology and ABL Technologies' proprietary database of historical contract returns differentiates the Fund from other market participants. After considering valuation information from ABL Technologies, the Manager's investment committee will determine whether to purchase, sell or hold a Longevity Asset for the Fund based primarily upon the following considerations: (i) the difference between market-place's value of a Longevity Asset versus the Fund's valuation of a Longevity Asset, (ii) the diversity of the Fund's investment portfolio (i.e. with respect to overall exposure to Longevity Asset issuer, the AM Best rating of the Longevity Asset issuer, and the demographic information of the underlying insureds), and (iii) the Fund's cash flow needs. The Manager plans to consider the following factors to develop its value estimate of a Longevity Asset: (i) age of the insured, (ii) sex of the insured, (iii) estimated life expectancy of the insured, (iv) the life expectancy ratio of the insured (this is the ratio determined by the estimated life expectancy of the insured as compared to the breakeven point of the investment), (v) the estimated survival probability as of the breakeven date of the insured, (vi) the estimated maturity probability (the estimated survival probability of the policies insured at which the policy's coverage expires), and (vii) expected return on capital based upon the estimated purchase price (including any discount to face value payout for Mortality Contracts).

The Manager has engaged LMA to provide certain Longevity Asset maintenance services to the Fund including (i) titling (to notify the insurer of the Fund's ownership of a Mortality Contract), (ii) recordkeeping, (iii) policy illustration (annual delivery of a new in-force policy illustration with a Premium Payment Schedule setting forth the minimum level Premiums to keep a policy in force until the insured's 100th birthday), (iv) monthly status checks, (v) insured monitoring, (vi) procuring updated longevity reporting, and (vii) claims administration.

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The Manager believes that life expectancy is one of the most critical factors for accurate valuation of a Mortality Contract. When deciding whether to purchase a Mortality Contract, the Manager expects to engage multiple life expectancy providers to compare and contrast results. However, the Manager expects to use a single life expectancy provider as its primary life expectancy provider. In the experience of the Manager and its Affiliates, Lapetus Solutions provides the most conservative life expectancy predictions. Following acquisition of a Mortality Contract, the Manager expects to utilize Lapetus Solutions as its primary life expectancy provider with respect to Mortality Contract valuation. While the Manager believes that Lapetus Solutions' life expectancy reports provide the Manager with the most conservative information to value Mortality Contracts, the Manager does not guarantee that Lapetus Solutions' life expectancy reports are the most accurate reports available. Moreover, to the extent that Lapetus Solutions is unable to provide life expectancy reports on a prompt basis, the Manager may engage alternative life expectancy service providers that may not provide the same level of detail and support as the Manager believes it receives from Lapetus Solutions.

The Valuation Methodology developed by ABL Technologies that is leveraged by the Manager, enables the Manager to deploy a dual criterion evaluation system.

Similar metrics can be applied to determine the value of Annuity Contracts.

While transactions in Mortality Contracts will include both (i) fixed Mortality Contracts (which we believe are not securities), and (ii) variable Mortality Contracts (which we believe are securities), the Fund intends to comply with the requirements of Rule 17e-1 of the Investment Company Act with respect to all transactions between an affiliate of the Manager and the Fund.

. funds differ from investment companies (commonly referred to as mutual funds) in that funds do not typically redeem their shares at the option of the shareholder. Rather, shares of funds as well as exchange traded funds (ETFs) typically trade in the secondary market via a stock exchange. Unlike a listed fund, however, we do not expect that there will be a trading market for the Fund's shares, and we do not plan to list the shares on a stock exchange. The shares are also subject to certain restrictions on transfer as set forth in the Fund's Declaration of Trust. The primary source for liquidity of the Funds shares will be quarterly repurchase offers to shareholders; the Fund's fundamental share repurchase policies require the Fund to offer to repurchase no less than 5% of the shares outstanding at the then-current NAV. The Manager expects to leverage ABL Technologies, Valuation Methodology (see " " at page 2) to determine NAV, with NAV being subject to Board approval. Similar to a mutual (open end) fund, the Fund expects to offer continuous share sales and asset inflows. However, because the Fund is an interval fund, it will have only periodic (quarterly) distributions and share repurchases.

. An investment in the Fund involves a considerable amount of risk. It is possible that you will lose some or all of the money you invest in shares of the Fund. An investment in the Fund is suitable only for investors who can bear the economic risks associated with limited liquidity and should be viewed as a long-term investment. Before making your investment decision, you should (i) consider the suitability of this investment with respect to your investment objectives and personal financial situation; and (ii) consider various

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Supervises all non-advisory operations of the Fund;

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Provides personnel to perform necessary executive, administrative and clerical services for the Fund;

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Arranges for the preparation of all required tax returns, reports and notices to shareholders, prospectuses and statements of additional information and other reports filed with the SEC and other regulatory authorities;

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Maintains the records of the Fund; and

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Provides office space and all necessary office equipment and services.

Shareholder Transaction Expenses
Maximum Sales Load (as a percent of offering price) (2)			5%
Redemption Fee (3)			1%

Annual Expenses (as a percentage of net assets attributable to common shares)
Management Fees (4)			1.45% per annum
Other Expenses (5)
Shareholder Servicing Expenses (6)			0.15%
Distribution Fee (7)			0.70%
Remaining Other Expenses (8)			0.70%
Total Annual Expenses			3.00%

(1)	The amounts presented in the table estimates the amounts the Fund expects to pay during its first 12 months of operation. The purpose of the table above is to assist you to understand the various costs and expenses you will bear directly or indirectly as a shareholder in the Fund.

(2)	Investors purchasing shares may be charged a sales load of up to 5% of the investment amount. The table assumes the maximum sales load is charged. See "PLAN OF DISTRIBUTION."

(3)	Shareholders may be subject to a redemption fee on share repurchased during the first 365 days after their purchase. A redemption fee of 1.00% may be imposed on certain repurchases of shares made within 12 months of the date of purchase on shares purchased without an initial sales charge.

(4)	The Management Fee presented may be adjusted downward, but never upward, as more fully described on page 7.

(5)

Amounts assumes that the Fund sells $50,000,000 worth of shares during the Fund's first 12 months and that the Fund's net offering proceeds from such sales equal $47,500,000. Expenses are estimated based on estimated amounts for the current fiscal year. Actual expenses will depend on the Fund's net assets, which will be affected by the number of shares the Fund sells in this offering. For example, if the Fund were to raise proceeds significantly less than this amount over the following 12 months, average net assets would be significantly lower and some expenses as a percentage of net assets would be significantly higher. There can be no assurance that the Fund will sell $50,000,000 worth of shares during the 12 months following the date on which this Registration Statement first becomes effective (the "Effective Date").

(6)

The Fund may charge a shareholder servicing fee of up to 0.15% per year. The Fund may use this fee to compensate financial intermediaries or financial institutions for providing ongoing services in respect of clients with whom they have distributed shares of the Fund. Such services may include electronic processing of client orders, electronic fund transfers between clients and the Fund, account reconciliations with the Fund's transfer agent, facilitation of electronic delivery to clients of Fund documentation, monitoring client accounts for back-up withholding and any other special tax reporting obligations, maintenance of books and records with respect to the foregoing, and such other information and liaison services as the Fund may reasonably request. For more information regarding Shareholder Servicing Expenses, see "PLAN OF DISTRIBUTION."

(7)	Shareholders may pay to the Distributor a Distribution Fee that accrues at an annual rate equal to 0.70% of the average daily net assets attributable to shares and is payable on a monthly basis. See "PLAN OF DISTRIBUTION."

(8)

Other expenses include fees for Fund accounting and regulatory and legal administration, transfer agent fees, custodial fees, legal and auditing fees of the Fund, Organizational Expenses (as defined on page 21), Offering Expenses (as defined on page 21), and N-Port and N-CEN Service Fees, as well as the reimbursement of the compensation of administrative personnel and fees payable to the Independent Trustees.

		1 Year		3 Years		5 Years		10 Years
NAV		$25		$75		$125		$250
5% Load		$70		$118		$173		$347

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The Fund has agreed to indemnify the Manager and its affiliates pursuant to the terms of the Investment Management Agreement and pursuant to the terms of the Declaration of Trust.

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The Manager, its affiliates and their officers and employees are not prohibited from engaging in other businesses or activities, including those that might be in direct competition with the Fund.

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The Manager, its affiliates and their officers and employees are not required to devote all of their business time to the affairs of the Fund.

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The Manager has engaged the Manager's affiliates: (i) ABL Technologies, to provide data and analytics support, and (ii) LMA to service the Fund's portfolio of Longevity Assets, and the Manager may have an incentive to continue to maintain these relationships.

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The Manager decides whether to retain separate counsel, accountants or others to perform services for the Fund.

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our future operating results, dividend projections and frequency of dividends;

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our business prospects and the prospects of our Longevity Assets;

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the impact of the investments that we expect to make;

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the ability of the Manager to achieve our objectives;

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our expected financings and investments and our ability to raise capital;

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the adequacy of our cash resources and working capital; and

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the timing of cash flows, if any, from the management of our Longevity Assets.

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Changes in political, economic or industry conditions, including the risks of a slowing economy, rising inflation and risk of recession, and volatility in the financial services sector, including bank failures;

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The interest rate environment or conditions affecting the financial and capital markets;

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The impact of global health crises, on our or our business and the U.S. and global economies;

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Our, or our future business, operations, operating results or prospects;

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Risks associated with possible disruption due to terrorism in our operations or the economy generally; and

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Future changes in laws or regulations and conditions in our industry.

(1)

Accepting all repurchase requests by persons who own, beneficially or of record, an aggregate of less than 100 shares and who tender all of their stock for repurchase, before prorating shares tendered by others;

(2)

Accepting by lot shares tendered by shareholders who request repurchase of all shares held by them and who, when tendering their shares, elect to have either (i) all or none or (ii) at least a minimum amount or none accepted, if the Fund first accepts all shares tendered by shareholders who do not make this election; or

(3)

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 RIC under the Code; (b) 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 (c) for such other periods as the SEC may by order permit for the protection of shareholders of the Fund.

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Supervises all non-advisory operations of the Fund;

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Services the Fund's portfolio of Longevity Assets;

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Provides personnel to perform necessary executive, administrative and clerical services to the Fund;

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Arranges for the preparation of all required tax returns, reports and notices to shareholders, prospectuses and statements of additional information and other reports filed with the SEC and other regulatory authorities;

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Maintains the records of the Fund; and

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Provides office space and all necessary office equipment and services.

APPENDIX A: STATEMENT OF ADDITIONAL INFORMATION TABLE OF CONTENTS

TABLE OF CONTENTS

GENERAL INFORMATION AND HISTORY			A-2
INVESTMENT OBJECTIVES AND POLICIES			A-2
MANAGEMENT			A-6
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES			A-15
INVESTMENT ADVISORY AND OTHER SERVICES			A-15
INVESTMENT COMMITTEE			A-16
BROKERAGE ALLOCATION AND OTHER PRACTICES			A-21
TAX STATUS			A-22
FINANCIAL STATEMENTS			A-35

A-i

PROSPECTUS

ABL Longevity Growth and Income Fund

Shares of Beneficial Interest

     , 2025

Manager

ABL Wealth Advisors, LLC

2101 Park Center Drive, Suite 200

Orlando, FL 32835

All dealers that effect transactions in these shares, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

You should rely only on the information contained in or incorporated by reference into this Prospectus. The Fund has not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. The Fund is not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.

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THE INFORMATION IN THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT AN OFFER TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

STATEMENT OF ADDITIONAL INFORMATION

DATED    , 2025

ABL LONGEVITY GROWTH AND INCOME FUND

Shares of Beneficial Interest

2191 Park Center Drive

Suite 200

Orlando, FL 32835

This Statement of Additional Information (the "SAI") is not a prospectus. This SAI should be read in conjunction with the prospectus for the shares ("shares") of the ABL Longevity Growth and Income Fund (the "Fund"), dated      , 2025, as it may be further amended and/or supplemented from time to time (the "Prospectus"). Copies of the Prospectus and this Statement of Additional Information are available upon request and without charge by writing the Fund at 2101 Park Center Drive, Suite 200 Orlando, FL 32835, by calling the Fund at (800) 561-4148,or by visiting the Fund's website at www.abacusfunds.com.

Capitalized terms used but not defined in this SAI have the meanings given to them in the Prospectus. This SAI does not include all the information that a prospective investor should consider before purchasing the shares of the Fund.

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GENERAL INFORMATION AND HISTORY

The Fund is a newly organized, non-diversified, closed-endinvestment company registered under the Investment Company Act of 1940, as amended (the "Investment Company Act"), that operates as an interval fund. The Fund is organized as a Delaware statutory trust and was established by the Certificate of Trust dated August 23, 2023. The Fund is offering common shares of beneficial interest (the "shares").

ABL Wealth Advisors, LLC (the "Manager") serves as the investment adviser to the Fund. Longevity Market Assets, LLC is the Fund's sponsor (the "Sponsor"). UMB Fund Services, Inc. serves as the Fund's administrator ("Administrator") and transfer agent ("Transfer Agent"). Wilmington Trust, N.A. is the custodian of the Fund's Longevity Assets and other non-cash assets, and M&T Bank is the custodian of the Fund's cash (together, the "Custodians").

The following information relates to and supplements the description of the Fund's investment objectives and policies contained in the Prospectus. See the Prospectus for a more complete description of the Fund's investment objectives and policies. Investing in the Fund entails certain risks, and there is no assurance that the Fund will achieve its investment objectives.

INVESTMENT OBJECTIVES AND POLICIES

The Fund expects to assemble a pool of Longevity Assets with distinct terms and provisions with respect to the purchase price, premium payments, face amount and life expectancy of the insured. The Fund intends to diversify its portfolio by investing in a variety of Longevity Assets issued by several different insurers. The investment objectives and principal investment strategies of the Fund, as well as the principal risks associated with the Fund's investment strategies, are set forth in the Prospectus. There can be no guarantee that the Fund's investments will realize positive returns. See "INVESTMENT OBJECTIVES, POLICIES AND STRATEGIES" and "RISK FACTORS" in the Prospectus. Certain additional investment information is set forth below.

Fundamental Policies

The Fund's fundamental policies, which are listed below, may be changed at the annual or a special meeting of the shareholders duly called, by the affirmative vote of (A) 67% or more of the voting shares present at such meeting, if the holders of more than 50% of the outstanding voting shares are present or represented by proxy; or (B) more than 50% of the outstanding voting shares, whichever is less. At the present time, the shares are the only outstanding voting securities of the Fund. A special meeting of the shareholders may be called by shareholders holding not less than 10% of the voting power of all shares of the Fund entitled to vote (except that a special meeting for the purpose of considering any action to directly or indirectly facilitate or effect a business combination, including any action to change or otherwise affect the composition of the Board for that purpose, must be called by 25% or more of the voting power of all shares of the Fund entitled to vote), who shall demand such special meeting by written notice given to the Sponsor specifying the purpose or purposes of such meeting. All expenses associated with a special meeting of the shareholders called by the shareholders shall be borne exclusively by the shareholders who demand such meeting.

The Fund may not:

(1)

Issue any senior security, except to the extent permitted by Section 18 of the Investment Company Act, as interpreted, modified, or otherwise permitted by the Securities and Exchange Commission (the "SEC") or any other applicable authority.

(2)

Borrow money, except to the extent permitted by Section 18 of the Investment Company Act, as interpreted, modified, or otherwise permitted by the SEC or any other applicable authority. This investment restriction does not apply to borrowings from affiliated investment companies or other affiliated persons of the Fund to the extent permitted by the Investment Company Act, the SEC or any other applicable authority.

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(3)

Underwrite securities of other issuers, except insofar as the Fund may be deemed to be an underwriter under the Securities Act of 1933, as amended (the "Securities Act"), in connection with the disposition of its portfolio securities.

(4)

Make loans, except through purchasing fixed-income securities (including whole loans, whether senior or subordinated, "Payment-In-Kind"or "PIK" securities, other mezzanine securities or participations in any of the foregoing), lending portfolio securities, or entering into repurchase agreements in a manner consistent with the investment policies of the Fund, or as otherwise permitted under the Investment Company Act. This investment restriction does not apply to loans to affiliated investment companies or other affiliated persons of the Fund to the extent permitted by the Investment Company Act, the SEC or any other applicable authority.

(5)

Purchase, hold or deal in real estate, except that the Fund may invest in securities that are secured by real estate, including, without limitation, mortgage-related securities, or that are issued by companies or partnerships that invest or deal in real estate or real estate investment trusts, and may hold and dispose of real estate acquired by the Fund as a result of the ownership of securities or other permitted investments.

(6)

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.

(7)

Invest in cryptocurrency or other digital assets.

In addition, the Fund has adopted the following fundamental policies with respect to investment in concentrated industries and repurchase offers, which may not be changed without the approval of the Fund's outstanding voting securities as set forth in "Fundamental Policies" above:

(2)

The Fund's investment objective to realize long term appreciation and current income.

(3)

The Fund will make quarterly repurchase offers pursuant to Rule 23c-3under the Investment Company Act, as amended from time to time, subject to any regulatory guidance or interpretations of, or any exemptive order or other relief issued by the SEC or any successor organization or their staff under, such rule.

(4)

The Fund will repurchase shares that are tendered by Repurchase Request Deadline, which will be established by the Board of Trustees of the Fund (the "Board") in accordance with Rule 23c-3under the Investment Company Act, as amended from time to time, subject to any regulatory guidance or interpretations of, or any exemptive order or other relief issued by the SEC or any successor organization or their staff under, such rule. The Repurchase Request Deadlines will be generally on or about the last business day in the months of March, June, September and December.

(5)

The date on which the Fund's net asset value ("NAV") per Share applicable to a repurchase offer is calculated will occur no later than 14 days after the Repurchase Request Deadline (or the next business day if the fourteenth calendar day is not a business day).

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Repurchase Offers

The Fund expects to make share repurchase offers in March, June, September and December of each year beginning with the initial repurchase offer planned to occur pursuant to 17 CFR § 270.23c-3(a)(7) no later than six (6) months (two periodic intervals) following the Effective Date. Approximately 30 days (but no less than 21 days or more than 42 days) before each Repurchase Request Deadline, shareholders will be notified in writing about each quarterly repurchase offer, how they may request that the Fund repurchase their shares and the Repurchase Request Deadline. Shares tendered for repurchase by shareholders prior to any Repurchase Request Deadline will be repurchased subject to the aggregate repurchase limits established for that Repurchase Request Deadline. Unless a shareholder requests payment by check, payment pursuant to the repurchase will be credited directly to a predetermined bank account on the Repurchase Payment Date (defined in the Prospectus), 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. The maximum time between a Repurchase Request Deadline and the next Repurchase Request Deadline will be 92 days.

Additional Information on Investment Strategy

Affiliated Transactions Restrictions.The Investment Company Act contains prohibitions and restrictions relating to transactions between investment companies and their affiliates (including the Sponsor, Manager, any sub-adviser,principal underwriter, including their directors or officers, or any entity controlled or advised by any of them). Under these restrictions, the Fund and any affiliates are generally prohibited from knowingly participating in a joint transaction, including any co-investmentsin a portfolio asset. These restrictions also generally prohibit the Fund and its affiliates from knowingly purchasing from or selling assets to the Fund, and from lending to or borrowing monies or other properties from the Fund. The Fund and its affiliates may be precluded from co-investingin Longevity Assets. However, the Fund and its affiliates may from time to time engage in certain joint transactions, purchases, sales and loans in reliance upon and in compliance with the conditions of certain positions promulgated by the SEC and its staff. There can be no assurance that the Fund would be able to satisfy these conditions with respect to any particular transaction. As a result of these prohibitions, restrictions may be imposed on the size of positions or the type of investments that the Fund could make.

The Fund will not engage in principal trades or engage in cross trades except in compliance with applicable Investment Company Act rules. Section 206(3) of the Advisers Act prohibits any investment adviser from engaging in or effecting a transaction on behalf of a client while acting either as principal for its own account, or as broker for a person other than the client, without disclosing in writing to the client, before the completion of the transaction, the adviser's role in the transaction and obtaining the client's consent.

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.

Derivative Instruments

Although not a principal investment strategy, the Fund may use financial instruments known as derivatives. A derivative is generally defined as an instrument whose value is derived from, or based upon, some underlying index, reference rate (such as interest rates or currency exchange rates), security, commodity or other asset, such as Longevity Assets. Following are descriptions of certain derivatives that the Fund may use. The same descriptions apply to the Fund, mutatis mutandis, to the extent that it engages in derivatives transactions. Certain risks associated with derivatives are described under "RISKS FACTORS - Derivatives Risk" in the Prospectus.

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Options and Futures

Although not a principal investment strategy, the Fund may utilize options contracts, futures contracts, and options on futures contracts. It also may use so-called"Synthetic" options or other derivative instruments written by broker-dealers or other financial intermediaries. Options transactions may be effected on securities exchanges or in the over-the-countermarket. When options are purchased over the counter, the Fund's portfolio bears the risk that the counterparty that wrote the option will be unable or unwilling to perform its obligations under the option contract. Such options may also be illiquid, and, in such cases, the Fund may have difficulty closing out its position. Over-the-counteroptions purchased and sold by the Fund also may include options on baskets of specific assets.

The Fund may purchase call and put options on specific assets, securities or currencies and may write and sell covered or uncovered call and put options for hedging purposes and non-hedgingpurposes to pursue its investment objectives. A put option gives the purchaser of the option the right to sell, and obligates the writer to buy the underlying asset at a stated exercise price at any time prior to the expiration of the option. A call option gives the purchaser of the option the right to buy, and obligates the writer to sell the underlying asset at a stated exercise price at any time prior to the expiration of the option.

A covered call option is a call option with respect to which the Fund owns the underlying asset. The sale of such an option exposes the Fund, during the term of the option, to possible loss of opportunity to realize appreciation in the market price of the underlying asset and to the possibility that it might hold the underlying asset in order to protect against depreciation in the market price of the asset during a period when it might have otherwise sold the asset. The seller of a covered call option assumes the risk of a decline in the market price of the underlying asset below the purchase price of the underlying asset less the premium received and gives up the opportunity for gain on the underlying asset above the exercise price of the option. The seller of an uncovered call option assumes the risk of a theoretically unlimited increase in the market price of the underlying asset above the exercise price of the option.

A covered put option is a put option with respect to which the seller has a short position in the underlying asset. The seller of a covered put option assumes the risk of an increase in the market price of the underlying asset above the sales price (in establishing the short position) of the underlying asset plus the premium received and gives up the opportunity for gain on the underlying asset below the exercise price of the option. If the seller of the put option owns a put option covering an equivalent number of shares with an exercise price equal to or greater than the exercise price of the put written, the position is "Fully Hedged" if the option owned expires at the same time or later than the option written. The seller of an uncovered put option assumes the risk of a decline in the market price of the underlying asset below the exercise price of the option.

The Fund may close out a position when writing options by purchasing an option on the same asset with the same exercise price and expiration date as the option that it has previously written on the asset. The Fund will realize a profit or loss if the amount paid to purchase an option is less or more, as the case may be, than the amount received from the sale thereof. To close out a position as a purchaser of an option, the Fund would generally make a similar "Closing Sale Transaction," which involves liquidating its position by selling the option previously purchased. However, if deemed advantageous, the Fund would be entitled to exercise the option.

Currency Swaps

The Fund may enter into currency swaps for both hedging and non-hedgingpurposes. Currency swaps involve the exchange of rights to make or receive payments in specified foreign currencies. Currency swaps usually involve the delivery of the entire principal value of one designated currency in exchange for another designated currency. Therefore, the entire principal value of a currency swap is subject to the risk that the other party to the swap will default on its contractual delivery obligations. The use of currency swaps is a highly specialized activity that involves special investment techniques and risks. Incorrect forecasts of market values and currency

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exchange rates can materially adversely affect the Fund's performance. If there is a default by the other party to such a transaction, the Fund may have contractual remedies pursuant to the agreements related to the transaction.

MANAGEMENT

Overall responsibility for oversight of the Fund rests with the Board. The Board has engaged the Manager on behalf of the Fund to manage the Fund on a day-to-day basis.The Board is responsible for overseeing the Manager and other service providers in the operations of the Fund in accordance with the provisions of the 1940 Act, applicable provisions of state and other laws and the Declaration of Trust. The Board is currently composed of four members, three of whom are Independent Trustees. The Board will meet either in-person or telephonically at 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 may engage counsel and other professional advisers independent of the Fund's advisers who will be paid by the Fund. As described below, the Board has established an audit committee (the "Audit Committee") and a nominating and governance committee (the "Nominating and Governance 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 reviews and approves procedures for the fair valuation of the Fund's portfolio securities and periodically reviews, reports and the Fund's Valuation Policy that contains assessments provided by the Manager pursuant to the Fund's valuation procedures. With respect to the fair valuation of portfolio securities for which market quotations are not readily available, the Manager has been designated as the valuation designee ("Valuation Designee") for the Fund in accordance with Rule 2a-5 under the Investment Company Act. The Board will review, on a continuous basis, the Manager's administration of the Fund's Valuation Procedures and the Manager's responsibilities as Valuation Designee under Rule 2a-5.

The Board has appointed Wendy Benson, an Independent Trustee, to serve as Chair of the Board. The Chair's role is to preside at all meetings of the Board and to act as liaison with the Manager, other service providers, counsel and other Trustees generally between meetings. The Chair serves as a key point person for dealings between management and the Trustees. The Chair 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.

Experience and Qualifications of Trustees

William McCauleyis an "interested person" of the Fund, as defined by the Investment Company Act because he currently serves as the Chief Financial Officer of LMA and Abacus Global Management, Inc. Upon the closing of the Business Combination, Mr. McCauley began serving as the Chief Financial Officer of the Fund. In addition, Mr. McCauley currently serves as the President and Chief Compliance Officer of the Manager. From January 2020 through May 2022, Mr. McCauley served as the Chief Financial Officer of Abacus Settlements, LLC where he managed financial activities and developed financing models. Prior to joining Abacus Global Management, Inc. he served as the Chief Financial Officer at IFP Advisors, LLC, a registered investment adviser and broker, where he was responsible for all financial activities of the company and was involved in both debt and equity financing. Mr. McCauley also served as a Director of Finance at McKinsey & Company from January 2017 until May 2018, where he was responsible for the financial statements of more than 30 start-upbusinesses. Mr. McCauley received his Bachelor of Science in Accounting from Bentley University and his MBA from Babson College.

Wendy Bensonis a senior executive with over 20 years of experience in the financial services industry. We regard Ms. Benson as an "Independent Director," as defined by the Investment Company Act. Ms. Benson has served as the Head of Wealth Management at MassMutual Life Insurance Company from 2016 until July 2023

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when she retired. Prior to that she served Mass Mutual as the Vice President and Chief Operating Officer from 2011 until 2016. She also has a long history with John Hancock Financial Network, where she served as President of Sigantor Investors and Chief Operating Officer. Ms. Benson also serves as a member of the Advisory Board for Bay Cove Human Services, a member of the Financial Services Institute, a Trustee for The American College, a Trustee for Western New England University, and a Board Member for Invest in Others. She received her degree from the State University of New York Brockport.

George Getzis the Director, President and Co-CEOof Globe Corporation, a privately owned Diversified Investment company specializing in Real Estate, Securities, and Private Equity. We regard Mr. Getz as an "Independent Director," as defined by the Investment Company Act. Globe Corporation was founded in 1901 and has been a private family -owned company since its inception. He currently serves as Director of Globe Financial Corporation, Director and President of the National Historical Fire Foundation, Director and Secretary of Globe Foundation. Mr. Getz is also involved with many community organizations, such as: past Chairman of the Board, Phoenix Children's Hospital, Chair Junior Golf Association of Arizona, Executive Committee Member of The Arizona Diamondbacks, Past Chairman of the Board for Harris Bank, N.A., Board of Directors for All Saints Episcopal Day School and President of the Board of Trustees at Xavier College Preparatory Investment Committee, Honorary Trustee of Avon Old Farms School. Mr. Getz received is B.B.A. in business finance from the University of Southern California.

Jesse Schalk currently services as President & Chief Financial Officer of Slide where Jesse oversees the data-drivenfinancial strategies of Slide's holding company. We regard Mr. Schalk as an "Independent Trustee," as defined by the Investment Company Act. Mr. Schalk has over 25 years of experience in the property and casualty insurance industry as a senior leader in operations, investments, financial reporting, regulatory compliance, and reinsurance. Before joining Slide, Jesse served as Chief Financial Officer and President of St. Johns Insurance Company. Jesse holds a Bachelor of Science degree in Accounting from Arkansas Tech University (1994) and is a licensed CPA (inactive). In addition to his experience in the property and casualty insurance industry, Jesse spent several years in public practice and separately as the Vice President of Asset Management for Heifer International Foundation where he provided guidance and oversight to several independent asset managers across several asset classes including fixed income, equities, and alternative investments.

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INDEPENDENT TRUSTEES

Name, Address and Age1		Positions held with the Fund		Term of Office and Length of Time Served2		Principal Occupation(s) During Past 5 Years		Number of Portfolios in Fund Complex Overseen by Trustee		Other Directorships Held by Trustee
George Getz, 62		Trustee		Since Inception		President and Co-Chief Executive Officer - Globe Corporation - 2018 - Present		One		None
Jesse Schalk, 51		Trustee		Since Inception		President and CFO of Slide Insurance Holdings - March 2022 - Present President and CFO of St. Johns Insurance Company - March 2013 - March 2022		One		None
Wendy Benson, 60		Trustee		Since Inception		Head of Wealth Management - MassMutual Life Insurance Company - 2016 - 2023 Vice President and Chief Operating Officer - MassMutual Life Insurance Company - 2011 - 2016		One		None

1	The address of each Trustee is 2101 Park Center Drive, Suite 200 Orlando, FL 32835.

2

Subject to such policies as may be adopted by the Board from time-to-time,each Trustee holds office for an indefinite term, and until the earliest of: (a) the election of his or her successor; (b) the date the Trustee resigns or is removed by the Board or shareholders, in accordance with the Fund's Declaration of Trust; or (c) the termination of the Fund.

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INTERESTED TRUSTEES

Name, Address and Age1		Positions held with the Fund		Term of Office and Length of Time Served2		Principal Occupation(s) During Past 5 Years		Number of Portfolios in Fund Complex Overseen by Trustee		Other Directorships Held by Trustee
William McCauley, 513		CFO and Trustee		Since Inception		Chief Financial Officer of Abacus Global Management, Inc., June 2023 - Present President and Chief Compliance Officer of ABL Wealth Advisors, LLC, November 2022 - Present Chief Financial Officer of Longevity Market Assets, LLC, January 2020 - Present Chief Financial Officer of Abacus Settlements, LLC January 2020 - President Chief Financial Officer of IFP Advisors, LLC May 2018 - January 2020 Director of Finance at McKinsey & Company January 2017 - May 2018		One		None.

1	The address of each Trustee is 2101 Park Center Drive, Suite 200 Orlando, FL 32835.

2

Subject to such policies as may be adopted by the Board from time-to-time,each Trustee holds office for an indefinite term, and until the earliest of: (a) the election of his or her successor; (b) the date the Trustee resigns or is removed by the Board or shareholders, in accordance with the Fund's Declaration of Trust; or (c) the termination of the Fund.

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William McCauley is an "interested person" of the Fund due to his position as Chief Financial Officer of the Fund, Chief Financial Officer of the Sponsor, President and Chief Compliance Officer of the Manager, Chief Financial Officer of Abacus Global Management, Inc., and Chief Financial Officer of Abacus Settlements, LLC. Each Trustee was elected to the Board by the Manager as the sole shareholder of the Fund at the time of election.

Trustees serve for one-year terms. Any Trustee may resign at any time by written instrument signed by him/her and delivered to any Officer of the Fund or to a meeting of the Trustees. The Board, by action of a majority of the then remaining Trustees at a duly constituted meeting, may fill vacancies in the Board or remove Trustees with or without cause; except that a vacancy shall be filled only by a person elected by shareholders if required by the Investment Company Act. Any Trustee may be removed at any meeting of shareholders by a vote of two-thirdsof the outstanding shares of the Fund. A meeting of shareholders for the purpose of electing or removing one or more Trustees may be called (i) by the Trustees upon their own vote, or (ii) upon the demand of a shareholder or shareholders owning shares representing 10% or more of all votes entitled to be cast by outstanding shares.

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Board Committees

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 will select and recommend 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 will review with the firm the scope and results of each audit. The Audit Committee currently consists of all of the Fund's Independent Trustees. Wendy Benson will serve as the Chair of the Audit Committee. The Audit Committee has selected Grant Thornton LLP as the Fund's independent registered public accounting firm and auditor.

Nominating and Governance Committee

The Nominating and Governance Committee selects and nominates Trustees for election by shareholders, selects nominees to fill vacancies on the Board or a committee thereof, develops and recommends to the Board a set of corporate governance principles and oversees the evaluation of the Board and management. The committee will be composed of three Independent Trustees. Mr. Jesse Schalk will serve as Chair of the Nominating and Governance Committee. In performing its responsibilities, the Nominating and Governance Committee will consider candidates recommended by management of the Fund and by shareholders and evaluate them both in a similar manner. When submitting a nomination for consideration, a shareholder must provide certain information that would be required under applicable SEC rules, including the following minimum information for each Trustee nominee: full name, age and address; principal occupation during the past five (5) years; current directorships on publicly held companies and investment companies; number of shares owned, if any; and, a written consent of the individual to stand for election if nominated by the Board and to serve if elected by shareholders. The Nominating and Governance Committee may solicit candidates to serve as Trustees from any source it deems appropriate. With the Board's prior approval, the Nominating and Governance Committee may employ and compensate counsel, consultants or advisors to assist it in discharging its responsibilities. The Nominating and Governance Committee currently consists of each of the Fund's Independent Trustees.

In evaluating Trustee nominees, the members of the Nominating and Governance Committee consider the following factors: (i) the appropriate size and composition of the Board; (ii) whether or not the person is an "interested person" with respect to the Fund as defined in Section 2(a)(19) of the Investment Company Act; (iii) the Fund's reliance on any of the "exemptive rules" (Investment Company Act rules 12b-1, 17a-7, 17d-1(d)(7),17g-1(j), and 23c-3); (iv) the Fund's needs with respect to the particular talents and experience of its Trustees; (v) the knowledge, skills and experience of nominees in light of prevailing business conditions and the knowledge, skills and experience already possessed by other members of the Board; (vi) familiarity with national and international business matters; (vii) experience with accounting rules and practices; (viii) appreciation of the relationship of the Fund's business to the changing needs of society; (ix) the desire to balance the considerable benefit of continuity with the periodic injection of the fresh perspective provided by new members; and (x) all applicable laws, rules, regulations, and listing standards.

The Nominating and Governance Committee's goal is to assemble a Board that brings to the Fund a variety of perspectives and skills derived from high quality business and professional experience.

Other than the foregoing there are no stated minimum criteria for Trustee nominees, although the members of the Nominating and Governance Committee may consider such other factors as they may deem are in the best interests of the Fund and shareholders. The Nominating and Governance Committee also believes it appropriate for certain key members of management to participate as members of the Board.

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The members of the Nominating and Governance Committee identify nominees by first evaluating the current members of the Board willing to continue in service. If any member of the Board does not wish to continue in service, the independent members of the Board shall identify the desired skills and experience of a new nominee in light of the criteria above. The entire Board is polled for suggestions as to individuals meeting the aforementioned criteria. Research may also be performed to identify qualified individuals.

The Nominating and Governance Committee has not adopted a formal policy with regard to the consideration of diversity in identifying Trustee nominees. In determining whether to recommend a Trustee nominee, the Nominating and Governance Committee considers and discusses diversity, among other factors, with a view toward the needs of the Board as a whole. The Nominating and Governance Committee generally conceptualizes diversity expansively to include, without limitation, concepts such as race, gender, national origin, differences of viewpoint, professional experience, education, skill and other qualities that contribute to the Board, when identifying and recommending Trustee nominees. The Nominating and Governance Committee believes that the inclusion of diversity as one of many factors considered in selecting Trustee nominees is consistent with the Nominating and Governance Committee's goal of creating a Board that best serves the Fund's needs and the interests of shareholders.

Code of Ethics

The Fund, the Manager and the Distributor have each adopted a code of ethics pursuant to Rule 17j-1of the 1940 Act, which is designed to prevent affiliated persons of the Fund and the Manager from engaging in deceptive, manipulative, or fraudulent activities in connection with assets held or to be acquired by the Fund. The codes of ethics permit persons subject to them to invest in assets, including assets 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 are included as exhibits to the Fund's registration statement filed with the SEC. The codes of ethics are available on the EDGAR database on the SEC's website at http://www.sec.gov, and may be obtained after paying a duplicating fee, by electronic request at the following email address: publicinfo@sec.gov.

Because the Fund is newly organized, the above referenced committees did not meet during the prior fiscal year.

Equity Securities Owned by Trustees

Name of Trustee		Dollar Range of Shares in the Fund*		Aggregate Dollar Range of Equity Securities in all Portfolios in the Fund Complex Overseen by Trustee (including the Fund)*
William McCauley		None		None
George Getz		None		None
Jesse Schalk		None		None
Wendy Benson		None		None

As of the end of the most recently completed calendar year, the Independent Trustees, and their immediate family members, did not beneficially own or own of record securities in the Manager or principal underwriter of the Fund, the Manager's members, or any persons (other than registered investment companies) directly or indirectly controlling, controlled by or under common control with the Manager or any principal underwriter of the Fund.

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Board Compensation

Each Independent Trustee is compensated with a unitary annual fee for his or her services as Trustee of the Fund and as a member of the Audit Committee and Nominating and Governance Committee. The Trustee designated as the "Audit Committee Financial Expert" receives additional compensation for his or her services in such capacity. The Independent Trustees are also reimbursed for reasonable travel and other expenses incurred in connection with attending meetings. The Fund may also pay the reasonable incidental costs of a Trustee to attend training or other types of conferences relating to the investment company industry.

Name of Trustee		Compensation from the Fund1		Pension or Retirement Benefits Accrued as Part of the Fund's Expenses		Estimated Annual Benefits Upon Retirement		Total Compensation from Fund Complex (including the Fund)2
William McCauley		None		None		None		None
Jesse Schalk3		$45,000		None		None		$45,000
George Getz		$30,000		None		None		$30,000
Wendy Benson4		$55,000		None		None		$55,000

1	The Fund has not commenced operations as of the date of this SAI. The compensation disclosed in this table is the estimated compensation from the Fund for the fiscal year ending December 31, 2023, under current compensation arrangements.

2	There are currently no other funds in the Fund complex.

3	Includes compensation as chair of the Nominating and Governance Committee.

4	Includes compensation as chair of the Audit Committee.

No compensation will be paid to Trustees who are "interested persons," as that term is defined in the Investment Company Act, of the Fund.

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OFFICERS OF THE FUND

Name, Address and Age1		Positions held with the Fund		Term of Office and Length of Time Served		Principal Occupations During Past 5 Years
Jay Jackson, 51		President and Principal Executive Officer		Since Inception		President and Chief Executive Officer of Abacus Life Settlements, LLC, 2021 - Present President & Chief Executive Officer of Abacus Settlements, LLC 2016 - Present Chief Executive Officer of Longevity Market Assets, LLC, 2019 - Present
William McCauley, 51		Chief Financial Officer and Trustee		Since Inception		Chief Financial Officer of Abacus Global Management, Inc., June 2023 - Present Chief Financial Officer of Longevity Market Assets, LLC, January 2020 - Present Chief Financial Officer of Abacus Settlements, LLC January 2020 - President Chief Financial Officer of IFP Advisors, LLC May 2018 - January 2020 Director of Finance at McKinsey & Company January 2017 - May 2018
Samantha Butcher, 42		Executive Vice President		Since Inception		Executive Vice President - Abacus Life, Inc. - 2005 - Present

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Name, Address and Age1		Positions held with the Fund		Term of Office and Length of Time Served		Principal Occupations During Past 5 Years
Frank Walden, 42		Director of Finance		Since Inception		Director of Finance at Longevity Market Assets, LLC April 2022 - Present Financial analyst and CFO at St. Johns Insurance Company, January 2016 - April 2022.
Armando Cabrera, 24		Director		Since Inception		Financial Engineer - Abacus Global Management, Inc. - June 2021 - Present

1	The address of each Officer is 2101 Park Center Drive, Suite 200 Orlando, FL 32835.

Compliance Process and Procedures

The Fund and its Manager have adopted compliance processes and procedures pursuant to Rule 17j-1under the Investment Company Act. These compliance processes and procedures establish, among other things, procedures for personal investments and restrict certain personal securities transactions, including transactions in securities that are held by us. Personnel subject to each code may invest in securities for their personal investment accounts, so long as such investments are made in accordance with the code's requirements. These compliance processes and procedures are available on the EDGAR Database on the SEC's website at http://www.sec.gov, and copies of these compliance processes and procedures may be obtained, after paying a duplicating fee, by electronic request at the following email address: publicinfo@sec.gov.

Proxy Voting Guidelines

The Board of the Fund has delegated responsibilities for decisions regarding proxy voting for securities held by the Fund to the Manager. The Manager will vote such proxies in accordance with its proxy policies and procedures. In some instances, the Manager may be asked to cast a proxy vote that presents a conflict between the interests of the Fund's shareholders, and those of the Manager or an affiliated person of the Manager. In such a case, the Manager will abstain from making a voting decision and will forward all necessary proxy voting materials to the Fund to enable the Board to make a voting decision. The Manager shall make a written recommendation of the voting decision to the Board, which shall include: (i) an explanation of why it has a conflict of interest; (ii) the reasons for its recommendation; and (iii) an explanation of why the recommendation is consistent with the Manager's proxy voting policies. The Board shall make the proxy voting decision that in its judgment, after reviewing the recommendation of the Manager, is most consistent with the Manager's proxy voting policies and in the best interests of shareholders. When the Board is required to make a proxy voting decision, only the Trustees without a conflict of interest with regard to the asset in question or the matter to be voted upon shall be permitted to participate in the decision of how the Fund's vote will be cast. The Manager votes proxies pursuant to the proxy voting policies and guidelines set forth in Appendix A to this SAI. Given the Fund's focus on investment in Longevity Assets, the Manager does not expect significant proxy voting volume. The Fund is newly formed, and as such, the Manager has not previously voted any proxies on behalf of the Fund. In the future, information about how the Manager voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 will be available on the SEC's website at http://www.sec.gov and without charge by calling (800) 561-4148or sending an electronic request to the following email address frank@lmagrp.com.

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The Fund pays all other expenses incurred in the operation of the Fund, which consist of (i) expenses for legal and independent accountants' services; (ii) costs of printing proxies, share certificates, if any, and reports to shareholders; (iii) charges of the Administrator, Custodians and Transfer Agent; (iv) fees and expenses of Independent Trustees; (v) printing costs; (vi) membership fees in trade association; (vii) fidelity bond coverage for the Officers and members of the Board; (viii) errors and omissions insurance for the Fund's Officers and members of the Board; (ix) brokerage costs; (x) taxes; (xi) costs associated with the Fund's quarterly repurchase offers; (xii) servicing fees; (xiii) costs relating to the formation and operation (including without limitation, taxes) of any subsidiary; and (xiv) other extraordinary or non-recurringexpenses and other expenses properly payable by the Fund. The Fund is permitted to, and intends to, defer Offering Expenses and amortize such Offering Expenses over twelve months on a straight-line basis starting from the Fund's Effective Date. With respect to distribution costs, the Fund will defer and amortize direct costs over a twelve month period using the

VALUATION DESIGNEE

The Manager is responsible for the valuation process. The following Manager employees lead the valuation process for the Manager Frank Walden, Vice President of Accounting, Armando Cabrera, Director, Layne Gierke, Director, and Kevin David, Financial Analyst.

INVESTMENT COMMITTEE

Manager's Investment Committee

Jay Jackson, Samantha Butcher, and Tom MacDonald (the "Investment Committee") are primarily responsible for the day-to-daymanagement of the Fund and investment decisions including selection of investments for variable Longevity Assets.

Other Accounts Managed by the Investment Committee

Potential Conflicts of Interest

As of the date of the filing, the Investment Committee does not manage any other accounts, but in the future, each of the Investment Committee may also be responsible for managing other accounts in addition to the Fund, including other accounts of the Manager or its affiliates. Other accounts may include, without limitation, other investment companies registered under the Investment Company Act, unregistered investment companies that rely on Section 3(c)(1) or Section 3(c)(7) of the Investment Company Act, separately managed accounts, foreign investment companies and accounts or investments owned by the Manager or its affiliates or the Investment Committee. Management of other accounts in addition to the Fund can present certain conflicts of interest, as described below.

From time to time, potential conflicts of interest may arise between the Investment Committee's management of the investments of the Fund, on the one hand, and the management of other accounts, on the other. The other accounts might have similar or different investment objectives or strategies as the Fund, or otherwise hold, purchase or sell assets or instruments that are eligible to be held, purchased or sold by the Fund, or may take positions that are opposite in direction from those taken by the Fund.

As a fiduciary, the Manager owes a duty of loyalty to its clients and must treat each client fairly. The Manager and the Fund have adopted compliance policies and procedures that are designed to avoid, mitigate, monitor and oversee areas that could present potential conflicts of interest.

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Conflicts of Interest Among Strategies

At times, the Investment Committee may determine that an investment opportunity may be appropriate for only some of the accounts for which he or she exercises investment responsibility or may decide that certain of the accounts should take differing positions with respect to a particular asset or instrument. In these cases, the Investment Committee may place separate transactions for one or more accounts, which may affect the market price of the asset or instrument or the execution of the transaction, or both, to the detriment or benefit of one or more other accounts. Similarly, the Manager or its affiliates may take positions in accounts or investments owned by them that are different from those taken by one or more client accounts.

In addition, purchases or sales of the same investment may be made for two or more accounts on the same date. There can be no assurance that an account will not receive less (or more) of a certain investment than it would otherwise receive if this conflict of interest among accounts did not exist. In effecting transactions, it may not be possible, or consistent with the investment objectives of accounts, to purchase or sell assets or instruments at the same time or at the same prices.

Related Business Opportunities

The Manager or its affiliates may provide more services (such as distribution or recordkeeping) for some types of accounts than for others. In such cases, an Investment Committee member may benefit, either directly or indirectly, by devoting disproportionate attention to the management of accounts that provide greater overall returns to the Manager and its affiliates.

Broad and Wide-Ranging Activities

The Manager and its related parties engage in a broad spectrum of activities and may expand the range of services that they provide over time. The Manager and its related parties will generally not be restricted in the scope of their business or in the performance of any such services (whether now offered or undertaken in the future), even if such activities could give rise to conflicts of interest, and whether or not such conflicts are described herein. In the ordinary course of their business activities, including activities with third-party service providers and lenders, the Manager and its related parties may engage in activities where the interests of the Manager and its related parties or the interests of their clients conflict with the interests of the shareholders of the Fund.

Investment Committee Compensation

The Investment Committee are salaried employees of the Manager or its affiliates. While the Investment Committee are eligible for annual bonus payments, such payments are not based directly on the level of profitability of the Manager or its affiliates.

Asset Ownership of Investment Committee

The Fund was not in operation prior to the date of this SAI. Consequently, the Investment Committee own no shares in the Fund.

PORTFOLIO MANAGERS

Manager's Portfolio Managers

Frank Walden, Armando Carera, Layne Gierke, and Kevin David (the "Portfolio Managers") are primarily responsible for the day-to-day managementof the Fund and investment decisions including selection of investments for variable Longevity Assets.

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Other Accounts Managed by the Portfolio Managers

Potential Conflicts of Interest

As of the date of the filing, the Portfolio Managers do not manage any other accounts, but in the future, each of the Portfolio Managers may also be responsible for managing other accounts in addition to the Fund, including other accounts of the Manager or its affiliates. Other accounts may include, without limitation, other investment companies registered under the 1940 Act, unregistered investment companies that rely on Section 3(c)(1) or Section 3(c)(7) of the 1940 Act, separately managed accounts, foreign investment companies and accounts or investments owned by the Manager or its affiliates or the Portfolio Managers. Management of other accounts in addition to the Fund can present certain conflicts of interest, as described below.

From time to time, potential conflicts of interest may arise between a Portfolio Manager's management of the investments of the Fund, on the one hand, and the management of other accounts, on the other. The other accounts might have similar or different investment objectives or strategies as the Fund, or otherwise hold, purchase or sell assets or instruments that are eligible to be held, purchased or sold by the Fund, or may take positions that are opposite in direction from those taken by the Fund.

As a fiduciary, the Manager owes a duty of loyalty to its clients and must treat each client fairly. The Manager and the Fund have adopted compliance policies and procedures that are designed to avoid, mitigate, monitor and oversee areas that could present potential conflicts of interest.

Allocation of Limited Time and Attention

A Portfolio Manager who is responsible for managing multiple accounts may devote unequal time and attention to the management of those accounts. As a result, the Portfolio Manager may not be able to formulate as complete a strategy or identify equally attractive investment opportunities for each of the accounts, as might be the case if he or she were to devote substantially more attention to the management of a single account. The effects of this potential conflict may be more pronounced where accounts overseen by a particular Portfolio Manager have different investment strategies.

Allocation of Investment Opportunities

Conflicts of interest arise as a result of the Manager's or its affiliates' management of a number of accounts with similar or different investment strategies. When the Manager or its affiliates purchase or sell assets or instruments for more than one account, the trades must be allocated in a manner consistent with their fiduciary duties. The Manager and its affiliates attempt to allocate investments in a fair and equitable manner over time among client accounts, with no account receiving preferential treatment over time. To this end, the Manager and its affiliates have adopted policies and procedures that are intended to provide the Manager and its affiliates with flexibility to allocate investments in a manner that is consistent with their fiduciary duties. There is no guarantee, however, that the policies and procedures adopted by the Manager and its affiliates will be able to detect and/or prevent every situation in which an actual or potential conflict may appear.

An investment opportunity may be suitable for both the Fund and other accounts but may not be available in sufficient quantities for both the Fund and the other accounts to participate fully. If a Portfolio Manager identifies a limited investment opportunity that may be suitable for multiple accounts, the opportunity may be allocated among these several accounts; as a result of these allocations, there may be instances in which the Fund will not participate in a transaction that is allocated among other accounts or the Fund may not be allocated the full amount of an investment opportunity. Similarly, there may be limited opportunity to sell an investment held by the Fund and another account. In addition, different account guidelines and/or differences within particular

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investment strategies may lead to the use of different investment practices for accounts with a similar investment strategy. Whenever decisions are made to buy or sell assets or instruments by the Fund and one or more of the other accounts simultaneously, the Manager and its affiliates may aggregate the purchases and sales of the assets or instruments. The Manager and its affiliates will not necessarily purchase or sell the same assets or instruments at the same time, in the same direction or in the same proportionate amounts for all eligible accounts, particularly if different accounts have different amounts of capital under management by the Manager or its affiliates, different amounts of investable cash available, different strategies or different risk tolerances. As a result, although the Manager and its affiliates may manage different accounts with similar or identical investment objectives, or may manage accounts with different objectives that trade in the same assets or instruments, the portfolio decisions relating to these accounts, and the performance resulting from such decisions, may differ from account to account, and the trade allocation and aggregation and other policies and procedures of the Fund or the Manager and its affiliates could have a detrimental effect on the price or amount of the assets or instruments available to the Fund from time to time.

As a result of regulations governing the ability of certain clients of the Manager and its affiliates to invest side-by-side,it is possible that the Fund may not be permitted to participate in an investment opportunity at the same time as another fund or another account managed by the Manager or its affiliates. These limitations may limit the scope of investment opportunities that would otherwise be available to the Fund. The decision as to which accounts may participate in any particular investment opportunity will consider applicable law and the suitability of the investment opportunity for, and the strategy of, the applicable accounts. It is possible that the Fund may be prevented from participating due to such investment opportunity being more appropriate, in the discretion of the Manager and its affiliates, for another account.

Conflicts of Interest Among Strategies

At times, a Portfolio Manager may determine that an investment opportunity may be appropriate for only some of the accounts for which he or she exercises investment responsibility or may decide that certain of the accounts should take differing positions with respect to a particular asset or instrument. In these cases, the Portfolio Manager may place separate transactions for one or more accounts, which may affect the market price of the asset or instrument or the execution of the transaction, or both, to the detriment or benefit of one or more other accounts. Similarly, the Manager or its affiliates may take positions in accounts or investments owned by them that are different from those taken by one or more client accounts.

In addition, purchases or sales of the same investment may be made for two or more accounts on the same date. There can be no assurance that an account will not receive less (or more) of a certain investment than it would otherwise receive if this conflict of interest among accounts did not exist. In effecting transactions, it may not be possible, or consistent with the investment objectives of accounts, to purchase or sell assets or instruments at the same time or at the same prices.

Related Business Opportunities

The Manager or its affiliates may provide more services (such as distribution or recordkeeping) for some types of accounts than for others. In such cases, a Portfolio Manager may benefit, either directly or indirectly, by devoting disproportionate attention to the management of accounts that provide greater overall returns to the Manager and its affiliates.

Broad and Wide-Ranging Activities

The Manager and its related parties engage in a broad spectrum of activities and may expand the range of services that they provide over time. The Manager and its related parties will generally not be restricted in the scope of their business or in the performance of any such services (whether now offered or undertaken in the future), even if such activities could give rise to conflicts of interest, and whether or not such conflicts are

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described herein. In the ordinary course of their business activities, including activities with third-party service providers and lenders, the Manager and its related parties may engage in activities where the interests of the Manager and its related parties or the interests of their clients conflict with the interests of the shareholders of the Fund.

Portfolio Manager Compensation

The Portfolio Managers are salaried employees of the Manager or its affiliates. While the Portfolio Managers are eligible for annual bonus payments, such payments are not based directly on the level of profitability of the Manager or its affiliates.

Asset Ownership of Portfolio Managers

The Fund was not in operation prior to the date of this SAI. Consequently, the Portfolio Managers own no shares in the Fund.

BROKERAGE ALLOCATION AND OTHER PRACTICES

The Manager is responsible for decisions to buy and sell investments for the Fund, the selection of intermediaries to effect the transactions and the negotiation of transaction commissions, if any. The compensation paid to the intermediaries for providing execution services generally is negotiated and reflected in either a commission or a "net" price. Executions provided on a net price basis, with dealers acting as principal for their own accounts without a stated commission, usually include a profit to the dealer. On occasion, certain money market instruments may be purchased directly from an issuer, in which case no commissions or discounts are paid.

In negotiating for Longevity Assets or other financial instruments, the Manager is generally required to give primary consideration to obtaining the most favorable execution and net price available. This means that the Manager will seek to execute each transaction at a price and commission, if any, which provides the most favorable total cost or proceeds reasonably attainable in the circumstances. As permitted by Section 28(e) of the Securities Exchange Act of 1934 ("Section 28(e)"), the Fund may pay a broker which provides brokerage and research services to the Fund an amount of disclosed commission in excess of the commission which another broker would have charged for effecting that transaction. Such practice is subject to a good faith determination that such commission is reasonable considering the services provided and to such policies as the Board may adopt from time to time. While the Manager generally seeks reasonably competitive spreads or commissions, the Fund will not necessarily be paying the lowest spread or commission available. Within the framework of this policy, the Manager may consider research and investment services provided by brokers or dealers who effect or are parties to portfolio transactions of the Fund, the Manager and its affiliates, or their other clients. Such research and investment services are those which brokerage houses customarily provide to institutional investors and include research reports on particular industries and companies; economic surveys and analyses; recommendations as to specific assets; research products, including quotation equipment and computer related programs; advice concerning the value of securities, the advisability of investing in, purchasing or selling assets and the availability of assets or the purchasers or sellers of assets; analyses and reports concerning issuers, industries, assets, economic factors and trends, portfolio strategy and performance of accounts; services relating to effecting asset transactions and functions incidental thereto (such as clearance and settlement); and other lawful and appropriate assistance to the Manager in the performance of its decision-making responsibilities.

Such services are used by the Manager in connection with all of its investment activities, and some of such services obtained in connection with the execution of transactions for the Fund may be used in managing other investment accounts.

Conversely, brokers furnishing such services may be selected for the execution of transactions of such other accounts, whose aggregate assets may be larger than those of the Fund, and the services furnished by such

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brokers may be used by the Manager in providing management services for the Fund. The Manager may also participate in so-called"commission sharing arrangements" and "client commission arrangements" under which the Manager may execute transactions through a broker-dealer and request that the broker-dealer allocate a portion of the commissions or commission credits to another firm that provides research to the Manager. The Manager excludes from use under these arrangements those products and services that are not fully eligible under applicable law and regulatory interpretations, even as to the portion that would be eligible if accounted for separately.

The research services received as part of commission sharing and client commission arrangements will comply with Section 28(e) and may be subject to different legal requirements in the jurisdictions in which the Manager does business.

Participating in commission sharing and client commission arrangements may enable the Manager to consolidate payments for research through one or more channels using accumulated client commissions or credits from transactions executed through a particular broker-dealer to obtain research provided by other firms. Such arrangements also help to ensure the continued receipt of research services while facilitating best execution in the trading process. The Manager believes such research services are useful in its investment decision-making process by, among other things, ensuring access to a variety of high-quality research, access to individual analysts and availability of resources that the Manager might not be provided access to absent such arrangements.

On occasions when the Manager deems the purchase or sale of an asset or other financial instruments to be in the best interest of the Fund as well as its other customers (including any other fund or other investment company or advisory account for which the Manager acts as investment adviser or sub-investmentadviser), the Manager, to the extent permitted by applicable laws and regulations, may aggregate the assets to be sold or purchased for the Fund with those to be sold or purchased for such other customers in order to obtain the best net price and most favorable execution under the circumstances. In such event, allocation of the assets so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Manager in the manner it considers to be equitable and consistent with its fiduciary obligations to the Fund and such other customers. In some instances, this procedure may adversely affect the price and size of the position obtainable for the Fund.

The Fund may participate in a commission recapture program. Under the program, participating broker-dealers rebate a percentage of commissions earned on Fund portfolio transactions to the Fund from which the commissions were generated. The rebated commissions are expected to be treated as realized capital gains of the Fund.

Commission rates in the U.S. are established pursuant to negotiations with the broker based on the quality and quantity of execution services provided by the broker in light of generally prevailing rates. The allocation of orders among brokers and the commission rates paid are reviewed periodically by the Trustees. The amount of brokerage commissions paid by the Fund may vary substantially from year to year because of differences in investor purchase and repurchase activity, portfolio turnover rates and other factors.

Since the Fund is newly organized and has not yet commenced operations, it has not yet paid brokerage commissions.

TAX STATUS

The following discussion summarizes certain material U.S. federal income tax considerations concerning the Fund and the purchase, ownership, and disposition of shares. This discussion is for general information only and does not purport to consider all aspects of U.S. federal income taxation that might be relevant to beneficial owners of our shares. The summary discussion that follows shall not be considered tax advice and cannot be relied upon by any shareholder. This summary is based upon provisions of the Code, applicable U.S. Treasury Regulations (whether temporary, proposed, or final) promulgated under the Code, and administrative and judicial

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interpretations thereof, in each case, as are in effect as of the date hereof, all of which are subject to change, which change could be retroactive, and may affect the discussion herein.

This discussion applies only shareholders who are "U.S. Shareholders" (as defined below) that hold our shares as capital assets within the meaning of Code Section 1221, other than to the extent expressly set forth in this discussion. Consequently, this discussion does not address all tax considerations that may be important to a particular shareholder in light of the shareholder's circumstances, or to certain categories of shareholders that may be subject to special rules, such as corporations, non-U.S.shareholders, financial institutions, insurance companies, regulated investment companies, mutual funds, tax exempt organizations, governmental organizations, real estate investment trusts, traders in assets or commodities that elect mark to market treatment, individual retirement accounts, employee benefit and other tax-qualifiedretirement plans (e.g., 401(k)), certain former citizens and residents of the United States, persons whose "Functional Currency" is not the U.S. dollar, brokers, dealers in securities or currencies, persons holding assets or interests as part of a "straddle," "hedge," "constructive sale," "conversion transaction," "synthetic security," or other integrated transaction or risk reduction transaction, persons subject to the alternative minimum tax, "S" corporations, "Controlled Foreign Corporations," corporations that accumulate earnings to avoid U.S. federal income tax, persons subject to special tax accounting rules, partnerships, or other pass-through entities and holders of interests therein. If a partnership or other entity treated as a partnership for U.S. federal income tax purposes holds shares, the U.S. federal income tax treatment of a partner of the partnership generally will depend upon the status of the partner and the activities of the partnership. If you are a partner of a partnership acquiring the shares, you are urged to consult your own tax advisor about the U.S. federal income tax consequences of acquiring, owning and disposing of the shares. This discussion also does not address any aspect of other U.S. federal tax laws, such as estate, gift, or alternative minimum tax laws, or any aspect of foreign, state, or local taxation or any applicable tax treaty. There may be other tax considerations applicable to particular shareholders. Shareholders should consult their own tax advisors regarding their particular situation and the possible application of federal, state, local, or non-U.S.tax laws.

For purposes of this discussion, a "U.S. Shareholder" is an individual who is a citizen or resident of the United States, a U.S. corporation, a trust if it (a) is subject to the primary supervision of a court in the United States and one or more U.S. persons have the authority to control all substantial decisions of the trust or (b) has made a valid election to be treated as a U.S. person, or any estate the income of which is subject to U.S. federal income tax regardless of its source. A "Non-U.S.Shareholder" is a person that is not a U.S. shareholder.

U.S. federal income tax laws are complex. The Fund has neither sought nor obtained a ruling from the Internal Revenue Service ("IRS") or any other taxing authority with respect to the matters discussed herein. As a result, no assurance can be given that the IRS or any other taxing authority will agree with the tax consequences described below. Some aspects of the matters discussed herein are not certain, and no assurance can be given that statements contained herein would be sustained by a court or other judicial or administrative authority if contested by the IRS or any other taxing authority. The discussions set forth herein, and in the Prospectus do not constitute tax advice. Shareholders must consult their own tax advisors as to the U.S. federal income tax consequences of the purchase, ownership and disposition of shares, as well as the effects of state, local, and non-U.S.tax laws.

Taxation of the Fund

The Fund intends to elect to be treated as and intends to qualify and be treated as a "Regulated Investment Company" ("RIC") under Subchapter M of the Code. In order to qualify for the special tax treatment accorded to a RIC and its shareholders, the Fund generally must, among other things:

(a)

derive at least 90% of its gross income for each taxable year from (i) dividends, interest, payments with respect to certain securities loans, and gains from the sale or other disposition of stock, securities, or foreign currencies, or other income derived with respect to its business of investing in such stock, securities, or currencies and (ii) net income derived from an interest in certain "qualified publicly traded partnerships."

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(b)

diversify its holdings so that, at the end of each quarter of the Fund's taxable year, (i) at least 50% of the value of the Fund's total assets is represented by cash and cash items, U.S. government securities, securities of other RICs, and other securities limited in respect of any one issuer to a value not greater than 5% of the value of the Fund's total assets and not more than 10% of the outstanding voting securities of such issuer, and (ii) not more than 25% of the value of the Fund's total assets is invested, including through corporations in which the Fund owns a 20% or more voting stock interest, (x) in the securities (other than those of the U.S. government or other regulated investment companies) of any one issuer or of two or more issuers that the Fund controls and that are engaged in the same, similar, or related trades or businesses, or (y) in the securities of one or more "Qualified Publicly Traded Partnerships" (as defined below); and

(c)

distribute with respect to each taxable year at least 90% of the sum of its "Investment Company Taxable Income" (as that term is defined in the Code without regard to the deduction for dividends paid - generally taxable ordinary income and the excess, if any, of net short-term capital gains over net long-term capital losses) and any net tax-exemptinterest income for such year.

In general, for purposes of the 90% gross income requirement described in paragraph (a) above, income derived from an entity taxed as a partnership or a trust will be treated as qualifying income only to the extent such income is attributable to items of income of the partnership which would be qualifying income if realized directly by a RIC. However, 100% of the net income derived from an interest in a "Qualified Publicly Traded Partnership" (a partnership (x) the interests in which are traded on an established securities market or are readily tradable on a secondary market or the substantial equivalent thereof and (y) that derives less than 90% of its income from the qualifying income described in paragraph (a)(i) above) will be treated as qualifying income. In general, such entities will be treated as partnerships for U.S. federal income tax purposes because they meet the passive income requirement under Code section 7704(c)(2). In addition, although in general the passive loss rules of the Code do not apply to RICs, such rules do apply to a RIC with respect to items attributable to an interest in a "Qualified Publicly Traded Partnership."

For purposes of the diversification test in (b) above, the term "outstanding voting securities of such issuer" will include the equity securities of a "qualified publicly traded partnership." Also, for purposes of the diversification test in (b) above, the identification of the issuer (or, in some cases, issuers) of a particular investment can depend on the terms and conditions of that investment. In some cases, identification of the issuer (or issuers) is uncertain under current law, and an adverse determination or future guidance by the IRS with respect to issuer identification for a particular type of investment may adversely affect the Fund's ability to meet the diversification test in (b) above. In addition, if the Fund were to own 20% or more of the voting interests of a corporation, the Fund would be required to "look through" such corporation to its holdings and combine the appropriate percentage of such corporation's assets with the Fund assets for purposes of satisfying the 25% diversification test described in (b)(ii) above. The Fund expects to gain its exposure to outside investment funds by investing in a diversified portfolio of Longevity Assets tied to the lives of many insureds and issued by a diverse group of insurers. The Fund intends to take steps to ensure that 90% or more of the income recognized by the Fund will be qualifying income.

The Fund's investment strategy potentially will be limited by its intention to qualify for treatment as a RIC. The tax treatment of certain of the Fund's investments under one or more of the qualification or distribution tests applicable to RICs is not certain. While the Fund intends to take the position that income from its investments in Longevity Assets results in gross income from such prescribed sources noted above and such Longevity Assets are otherwise qualifying assets for the above -mentioned requirements, the tax treatment and characterization of Longevity Assets and similar assets under one or more of the qualification or distribution tests applicable to RICs is not certain and not without risk. There is no guidance from the IRS providing that the Fund's intended treatment of the Longevity Assets is consistent with the RIC income and assets requirements. An adverse determination or future guidance by the IRS or a change in law might affect the Fund's ability to qualify for such treatment. Except as expressly noted below or as the context requires, the remainder of this discussion assumes that the Fund will qualify as a RIC.

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If the Fund qualifies as a RIC, the Fund generally will not be subject to U.S. federal income tax on income distributed in a timely manner to its shareholders in the form of dividends (including Capital Gain Dividends, as defined below). If the Fund were to fail to meet the income, diversification, or distribution tests described above, the Fund could in some cases cure such failure, including by paying the Fund-level tax, paying interest, making additional distributions or disposing of certain assets. If the Fund were ineligible to or otherwise did not cure such failure for any year, or if the Fund were otherwise to fail to qualify as a RIC for such year, the Fund would be subject to tax on its taxable income at corporate rates (currently at 21%), and all distributions from "Earnings and Profits" (as determined under the Code), including (without limitation) any distributions of net tax-exemptincome and net long-term capital gains, would be taxable to shareholders as a dividend generally treated as ordinary income. Some portions of such distributions could be eligible for the dividends-received deduction in the case of corporate shareholders and may be eligible to be treated as "Qualified Dividend Income" in the case of shareholders taxed as individuals, provided, in both cases, that the shareholder meets certain holding period and other requirements in respect of the Fund's shares (as described below). In addition, the Fund could be required to recognize unrealized gains, pay substantial taxes and interest and make substantial distributions before re-qualifyingas a RIC.

The Fund intends to distribute to its shareholders, at least annually, substantially all of its investment company taxable income (computed without regard to the dividends-paid deduction), its net tax-exemptincome, if any, and any net capital gain. Investment company taxable income that is retained by the Fund will be subject to tax at regular corporate rates. The Fund may also retain for investment its net capital gain. If the Fund retains any net capital gain, it will be subject to tax at regular corporate rates on the amount retained, but it may designate the retained amount as undistributed capital gains in a notice mailed within 60 days of the close of the Fund's taxable year to its shareholders who, in turn, (i) will be required to include in income for U.S. federal income tax purposes, as long-term capital gain, their proportionate share of such undistributed amount and (ii) will be entitled to credit their proportionate share of the tax paid by the Fund on such undistributed amount against their U.S. federal income tax liabilities, if any, and to claim refunds on a properly-filed U.S. tax return to the extent the credit exceeds such liabilities. If the Fund makes this designation, for U.S. federal income tax purposes, the tax basis of shares owned by a shareholder will be increased by an amount equal under current law to the difference between the amount of undistributed capital gains included in the shareholder's gross income under clause (i) of the preceding sentence and the tax deemed paid by the shareholder under clause (ii) of the preceding sentence. The Fund is not required to, and there can be no assurance that the Fund will, make this designation if it retains all or a portion of its net capital gain in a taxable year.

In determining its net capital gain, including in connection with determining the amount available to support a capital gain dividend, its taxable income and its earnings and profits, a RIC generally may elect to treat part of all of any post-October capital loss (defined as any net capital loss attributable to the portion, if any, of the taxable year after October 31, or, if there is no such loss, the net long-term capital loss or net short-term capital loss attributable to any such portion of the taxable year), or late-year ordinary loss (generally, the sum of (i) net ordinary loss from the sale, exchange or other taxable disposition of property attributable to the portion, if any, of the taxable year after October 31, and its (ii) other net ordinary loss attributable to the portion, if any, of the taxable year after December 31) as if incurred in the succeeding taxable year.

If the Fund fails to distribute in a calendar year at least an amount equal to the sum of 98% of its ordinary income for such year and 98.2% of its capital gain net income for the one-yearperiod ending on October 31 of such year, plus any retained amount from the prior year, the Fund will be subject to a nondeductible 4% excise tax on the undistributed amounts. For these purposes, ordinary gains and losses from the sale, exchange or other taxable disposition of property that would be properly considered after October 31 are treated as arising on January 1 of the following calendar year. For purposes of the excise tax, the Fund will be treated as having distributed any amount on which it has been subject to corporate income tax in the taxable year ending within the calendar year. A dividend paid to shareholders in January of a year generally is deemed to have been paid on December 31 of the preceding year, if the dividend is declared and payable to shareholders of record on a date in October, November, or December of that preceding year. The Fund intends generally to make distributions sufficient to avoid imposition of the 4% excise tax, although there can be no assurance that the Fund will be able to do so.

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Taxation of Portfolio Transactions

Set forth below is a general description of the tax treatment of certain types of securities, investment techniques, and transactions that may apply to the Fund and, in turn, affect the amount, character, and timing of dividends and distributions payable by the Fund to its shareholders.

In General. In general, gain or loss recognized by the Fund on the sale or other disposition of portfolio assets will be a capital gain or loss. Such capital gain and loss may be long-term or short-term depending, in general, upon the length of time a particular asset is held and, in some cases, upon the nature of the transaction. Property held for more than one year generally will be eligible for long-term capital gain or loss treatment. The application of certain rules described below may serve to alter the manner in which the holding period for an asset is determined or may otherwise affect the characterization as long-term or short-term, and also the timing of the realization and/or character, of certain gains or losses.

Income from Life Insurance Contracts. Very generally speaking, gain realized from the sale of life insurance contracts that the Fund acquires from owners of the policies or otherwise in the market generally will be capital gain income to the Fund to the extent such contracts are capital assets. However, in instances when a policy is sold and at the time of sale the policy has a cash surrender value, all or a portion of that generally is classified as ordinary income to the extent of such value, rather than capital gain. In determining the amount of taxable gain from such a sale, such realized gain generally will be reduced by the Fund's basis in such contracts. The Fund's basis in life insurance contracts generally will include the purchase price as well as premiums paid by the Fund on such contracts. In contrast to gain on the sale of a policy by the Fund, death benefits received and amounts received on the surrender of the policy (e.g., amounts relating to any cash surrender value) by the Fund from life insurance contracts the Fund acquires from owners of the policies or otherwise in the market generally will be ordinary income to the Fund to the extent such proceeds exceed the Fund's basis in such contracts.

Securities Purchased at a Premium. Very generally, where the Fund purchases a bond at a price that exceeds the redemption price at maturity - that is, at a premium - the premium is amortizable over the remaining term of the bond. In the case of a taxable bond, if the Fund makes an election applicable to all such bonds it purchases, which election is irrevocable without consent of the IRS, the Fund reduces the current taxable income from the bond by the amortized premium and reduces its tax basis in the bond by the amount of such offset; upon the disposition or maturity of such bonds, the Fund is permitted to deduct any remaining premium allocable to a prior period.

Derivatives - Options, Futures, and Forward Contracts. Any regulated futures contracts and certain options (namely, non-equityoptions and dealer equity options) in which a Fund may invest may be "section 1256 contracts." Gains (or losses) on these contracts generally are considered to be 60% long-term and 40% short-term capital gains or losses. Also, section 1256 contracts held by a Fund at the end of each taxable year (and on certain other dates prescribed in the Code) are "Marked to Market" with the result that unrealized gains or losses are treated as though they were realized. Transactions in options, futures and forward contracts undertaken by a Fund may result in "Straddles" for federal income tax purposes. The straddle rules may affect the character of gains (or losses) realized by a Fund, and losses realized by the Fund on positions that are part of a straddle may be deferred under the straddle rules rather than being considered in calculating the taxable income for the taxable year in which the losses are realized. In addition, certain carrying charges (including any interest expense) associated with positions in a straddle may be required to be capitalized rather than deducted currently. Certain elections that the Funds may make with respect to its straddle positions may also affect the amount, character and timing of the recognition of gains or losses from the affected positions. Because only a few regulations implementing the straddle rules have been promulgated, the consequences of such transactions to the Funds are not entirely clear. The straddle rules may increase the amount of short-term capital gain realized by the Funds, which are characterized as ordinary income when distributed to shareholders. Because application of the straddle rules may affect the character of gains or losses, defer losses and/or accelerate the recognition of gains or losses from the affected straddle positions, the amount which must be distributed to shareholders as ordinary income or

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long-termcapital gain may be increased or decreased substantially as compared to a Fund that did not engage in such transactions. Certain hedging activities may cause a dividend that would otherwise be subject to the lower tax rate applicable to a "Qualifying Dividend," to instead be subject to the rate of tax applicable to ordinary income.

Constructive Sales. Under certain circumstances, the Funds may recognize gain from a constructive sale of an "Appreciated Financial Position" it holds if it enters into a short sale, forward contract, or other transaction that substantially reduces the risk of loss with respect to the appreciated position. In that event, a Fund would be treated as if it had sold and immediately repurchased the property and would be taxed on any gain (but not loss) from the constructive sale. The character of gain from a constructive sale would depend upon a Fund's holding period in the property. Loss from a constructive sale would be recognized only when the property was subsequently disposed of, and its character would depend on a Fund's holding period and the application of various loss deferral provisions of the Code. Constructive sale treatment does not apply to transactions if such transaction is closed before the end of the 30th day after the close of a Fund's taxable year and the Fund holds the appreciated financial position throughout the sixty (60)-dayperiod beginning with the day such transaction was closed.

Foreign Taxation. Income and proceeds received by the Fund from foreign country sources may be subject to withholding and other taxes imposed by such countries. Tax treaties between certain countries and the U.S. may reduce or eliminate such taxes. If more than 50% of the Fund's assets at the close of a taxable year consists of the securities of foreign corporations, the Fund may elect to permit shareholders to claim a credit or deduction on their income tax returns for their pro rata portions of qualified taxes paid by the Fund to foreign countries in respect of foreign securities that the Fund has held for at least the minimum period specified in the Code. For this purpose, "securities of foreign corporations" generally includes securities of foreign governments. In such cases, shareholders will include in gross income from foreign sources their pro rata share of such taxes paid by the Fund. Even if the Fund were eligible to make such an election for a given year, it may determine not to do so. A shareholder's ability to claim an offsetting foreign tax credit or deduction in respect of such foreign taxes is subject to certain limitations imposed by the Code, which may result in the shareholder's not receiving a full credit or deduction (if any) for the amount of such taxes. For example, shareholders who do not itemize on their U.S. federal income tax returns may claim a credit but not a deduction for such foreign taxes. In addition, shareholders that are not subject to U.S. federal income tax, and those who invest in the Fund through tax-advantagedaccounts (including those who invest through individual retirement accounts or other tax-advantagedretirement plans), generally will receive no benefit from any tax credit or deduction passed through by the Fund.

Wholly-Owned Subsidiary. The Fund may invest a portion of its assets in one or more Subsidiaries, which will be classified as corporations for U.S. federal income tax purposes. A foreign corporation, such as the Subsidiaries, will generally not be subject to U.S. federal income taxation unless it is deemed to be engaged in a U.S. trade or business. It is expected that any Subsidiary will conduct its activities in a manner so as to meet the requirements of a safe harbor under Code Section 864(b)(2) (the "Safe Harbor") pursuant to which a Subsidiary, provided it is not a dealer in stocks, securities or commodities, may engage in the following activities without being deemed to be engaged in a U.S. trade or business: (1) trading in stocks or securities (including contracts or options to buy or sell securities) for its own account; and (2) trading, for its own account, in commodities that are "of a kind customarily dealt in on an organized commodity exchange" if the transaction is of a kind customarily consummated at such place. Thus, a Subsidiary's securities and commodities trading activities should not constitute a U.S. trade or business. However, if certain of a Subsidiary's activities were determined not to be of the type described in the Safe Harbor or if a Subsidiary's gains are attributable to investments in securities that constitute U.S. real property interests (which is not expected), then the activities of such Subsidiary may constitute a U.S. trade or business, and be taxed as such.

In general, a foreign corporation that does not conduct a U.S. trade or business is nonetheless subject to tax at a flat rate of 30 percent (or lower tax treaty rate), generally payable through withholding, on the gross amount of

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certain U.S.-source income that is not effectively connected with a U.S. trade or business. There is presently no tax treaty in force between the U.S. and the Cayman Islands that would reduce this rate of withholding tax. Income subject to such a flat tax includes dividends and certain interest income. The 30 percent tax does not apply to U.S.-source capital gains (whether long-term or short-term) or to interest paid to a foreign corporation on its deposits with U.S. banks. The 30 percent tax also does not apply to interest which qualifies as "portfolio interest." The term "portfolio interest" generally includes interest (including original issue discount) on an obligation in registered form which has been issued after July 18, 1984 and with respect to which the person, who would otherwise be required to deduct and withhold the 30 percent tax, received the required statement that the beneficial owner of the obligation is not a U.S. person within the meaning of the Code. Under certain circumstances, interest on bearer obligations may also be considered portfolio interest.

The Subsidiary(ies) will be wholly-owned by the Fund. A U.S. person who owns (directly, indirectly or constructively) 10 percent or more of the total combined voting power of all classes of stock of a foreign corporation is a "U.S. Shareholder" for purposes of the controlled foreign corporation ("CFC") provisions of the Internal Revenue Code. A foreign corporation is a CFC if, on any day of its taxable year, more than 50 percent of the voting power or value of its stock is owned (directly, indirectly or constructively) by "U.S. Shareholders." Because the Fund is a U.S. person that will own all of the stock of the Subsidiary, the Fund will be a "U.S. Shareholder" and the Subsidiary will be a CFC. As a "U.S. Shareholder," the Fund will be required to include in gross income for United States federal income tax purposes all of the Subsidiary's "subpart F income" (defined, in part, below), whether or not such income is distributed by the Subsidiary. It is expected that all of the Subsidiary's income will be "subpart F income." "Subpart F income" generally includes interest, original issue discount, dividends, net gains from the disposition of stocks or securities, receipts with respect to securities loans and net payments received with respect to equity swaps and similar derivatives. "Subpart F income" also includes the excess of gains over losses from transactions (including futures, forward and similar transactions) in any commodities. The Fund's recognition of the Subsidiary's "subpart F income" will increase the Fund's tax basis in the Subsidiary. Distributions by the Subsidiary to the Fund will be tax-free, to the extent of its previously undistributed "subpart F income," and will correspondingly reduce the Fund's tax basis in the Subsidiary. "Subpart F income" is generally treated as ordinary income, regardless of the character of the Subsidiary's underlying income. Code Sub-chapter M requires, among other things, that at least 90% of the Fund's income be derived from securities or derived with respect to its business of investing in securities (typically referred to as "qualifying income"). To satisfy the 90% income requirement, the Subsidiary will, not less than annually, declare and distribute a dividend to the Fund, as the sole shareholder of the Subsidiary, in an amount approximately equal to the total amount of "Subpart F" income (as defined in Code Section 951) generated by or expected to be generated by the Subsidiary's investments during the fiscal year. Such dividend distributions are "qualifying income" pursuant to Subchapter M (Section 851(b)) of the Code.

In general, each "U.S. Shareholder" is required to file IRS Form 5471 with its U.S. federal income tax (or information) returns providing information about its ownership of the CFC. In addition, a "U.S. Shareholder" may in certain circumstances be required to report a disposition of shares in a Subsidiary by attaching IRS Form 5471 to its U.S. federal income tax (or information) return that it would normally file for the taxable year in which the disposition occurs. In general, these filing requirements will apply to investors of the Fund if the investor is a U.S. person who owns directly, indirectly or constructively (within the meaning of Code Sections 958(a) and (b)) 10 percent or more of the total combined voting power of all classes of voting stock of a foreign corporation that is a CFC for an uninterrupted period of 30 days or more during any tax year of the foreign corporation, and who owned that stock on the last day of that year.

Passive Foreign Investment Companies. A passive foreign investment company (a "PFIC") is any foreign corporation: (i) 75% or more of the gross income of which for the taxable year is passive income or (ii) the average percentage of the assets of which (generally by value, but by adjusted tax basis in certain cases) that produce or are held for the production of passive income is at least 50%. Generally, passive income for this purpose means dividends, interest (including income equivalent to interest), royalties, rents, annuities, the excess of gains over losses from certain property transactions and commodities transactions, and foreign currency gains.

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Passive income for this purpose does not include rents and royalties received by the foreign corporation from active business and certain income received from related persons. Equity investments by the Fund in certain PFICs could potentially subject the Fund to a U.S. federal income tax or other charge (including interest charges) on the distributions received from the PFIC or on proceeds received from the disposition of shares in the PFIC. This tax cannot be eliminated by making distributions to Fund shareholders. However, the Fund may elect to avoid the imposition of that tax. For example, if the Fund is in a position to and elects to treat a PFIC as a "qualified electing fund" (i.e., make a "QEF election"), the Fund will be required to include its share of the PFIC's income and net capital gains annually, regardless of whether it receives any distribution from the PFIC. Alternatively, the Fund may make an election to mark the gains (and to a limited extent losses) in such holdings "to the market" as though it had sold and repurchased its holdings in those PFICs on the last day of the Fund's taxable year. Such gains and losses are treated as ordinary income and loss. The QEF and mark-to-market elections may accelerate the recognition of income (without the receipt of cash) and increase the amount required to be distributed by the Fund to avoid taxation.

Making either of these elections therefore may require the Fund to liquidate other investments (including when it is not advantageous to do so) to meet its distribution requirement, which also may accelerate the recognition of gain and affect the Fund's total return. Dividends paid by PFICs will not be eligible to be treated as "qualified dividend income." It is not always possible to identify a foreign corporation as a PFIC, and the Fund may therefore incur the tax and interest charges described above in some instances. The Fund's investment in a foreign corporation generally will not be considered an investment in a PFIC for the period during which the foreign corporation is treated as a CFC as to the Fund. Accordingly, the Fund's investment in a Subsidiary is not expected to be treated as an investment in PFIC for the period during which such investment in the Subsidiary is an investment in a CFC as to the Fund.

Investments in Securities of Uncertain Tax Character. The Fund may invest in assets (including, as discussed above, Longevity Assets) the U.S. federal income tax treatment of which may not be clear or may be subject to recharacterization by the IRS. To the extent the tax treatment of such assets or the income from such assets differs from the tax treatment expected by the Fund, it could affect the timing or character of income recognized by the Fund, requiring the Fund to purchase or sell securities, or otherwise change its portfolio, in order to comply with the tax rules applicable to regulated investment companies under the Code.

Taxation of Fund Distributions

Shareholders subject to U.S. federal income tax will be subject to tax on dividends received from the Fund regardless of whether received in cash or reinvested in additional shares. Such distributions generally will be taxable to shareholders in the calendar year in which the distributions are received, except that a dividend declared and payable to shareholders of record in October, November, or December and paid to shareholders the following January generally is deemed to have been paid by the Fund on the preceding December 31. Distributions received by tax-exemptshareholders generally will not be subject to U.S. federal income tax to the extent permitted under applicable tax law.

For U.S. federal income tax purposes, distributions of net investment income and net realized short-term capital gain generally are taxable to shareholders as ordinary income. The taxation of distributions of capital gain is determined by how long the Fund owned the investment generating such capital gain rather than on how long a shareholder may have owned shares in the Fund. In general, the Fund will recognize long-term capital gain or loss on investments it has owned (or is deemed to have owned) for more than one year, and short-term capital gain or loss on investments it has owned (or is deemed to have owned) for one year or less. Tax rules can alter the Fund's holding period in investments and thereby affect the tax treatment of gain or loss on such investments. Distributions of net capital gain (that is, the excess of net long-term capital gain over net short-term capital loss, in each case determined with reference to any loss carryforwards) that are properly reported by the Fund as capital gain dividends ("Capital Gain Dividends") generally will be taxable to shareholders as long-term capital gains includible in net capital gain and taxed to individuals at reduced rates relative to ordinary income. As

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required by federal law, detailed federal tax information with respect to each calendar year will be furnished to each shareholder early in the succeeding year.

The ultimate tax characterization of the Fund's distributions made in a taxable year cannot finally be determined until after the end of that taxable year. The Fund may make total distributions during a taxable year in an amount that exceeds the Fund's "Current and Accumulated Earnings and Profits" (generally, the net investment income and net capital gains of the Fund with respect to that year), in which case the excess generally will be treated as a return of capital, which will be tax-freeto a holder of the shares, up to the amount of the shareholder's tax basis in the applicable shares, with any amounts exceeding such basis treated as gain from the sale of such shares.

Capital losses in excess of capital gains ("Net Capital Losses") are not permitted to be deducted against the Fund's net investment income. Instead, potentially subject to certain limitations, the Fund may carry net capital losses from any taxable year forward to subsequent taxable years without expiration to offset capital gains, if any, realized during such subsequent taxable years. The Fund's capital loss carryforwards are reduced to the extent they offset the Fund's current-year net realized capital gains, whether the Fund retains or distributes such gains. The Fund must apply such carryforwards first against gains of the same character. The Fund's available capital loss carryforwards, if any, will be set forth in its annual shareholder report for each fiscal year.

"Qualified Dividend Income" received by an individual will be taxed at the rates applicable to long-term capital gain. In order for some portion of the dividends received by the Fund shareholder to be qualified dividend income, the Fund must meet holding period and other requirements with respect to some portion of the dividend paying assets in its portfolio and the shareholder must meet holding period and other requirements with respect to the Fund's shares. In general, a dividend will not be treated as qualified dividend income (at either the Fund or shareholder level) (i) if the dividend is received with respect to any asset held for fewer than 61 days during the 121-dayperiod beginning on the date that is 60 days before the date on which such share becomes ex-dividendwith respect to such dividend (or, in the case of certain preferred stock, 91 days during the 181-dayperiod beginning 90 days before such date), (ii) to the extent that the recipient is under an obligation (whether pursuant to a short sale or otherwise) to make related payments with respect to positions in substantially similar or related property, (iii) if the recipient elects to have the dividend income treated as investment income for purposes of the limitation on deductibility of investment interest or (iv) if the dividend is received from a foreign corporation that is not eligible for the benefits of a comprehensive income tax treaty with the United States (with the exception of dividends paid on stock of such a foreign corporation readily tradable on an established securities market in the United States).

In general, distributions of investment income reported by the Fund as derived from qualified dividend income will be treated as qualified dividend income by a shareholder taxed as an individual, provided both the shareholder and the Fund meet the holding period and other requirements described above. If the aggregate qualified dividends received by the Fund during any taxable year are 95% or more of its gross income (excluding net long-term capital gain over net short-term capital loss), then 100% of the Fund's dividends (other than Capital Gain Dividends) will be eligible to be treated as qualified dividend income. It is unclear whether or to what extent, if any, distributions from the Fund will constitute qualified dividend income. Given the Fund's investment strategies, there can be no assurance as to what portions (if any) of the Fund's distributions will be designated as qualified dividend income, which means distributions taxed to shareholders may be subject to higher rates of tax than those applicable to qualified dividend income.

In general, dividends of net investment income received by corporate shareholders of the Fund will qualify for the dividends-received deduction generally available to corporations to the extent of the amount of eligible dividends received by the Fund from domestic corporations for the taxable year. A dividend received by the Fund will not be treated as a dividend eligible for the dividends-received deduction (i) if it has been received with respect to any asset that the Fund has held for less than 46 days (91 days in the case of certain preferred stock) during the 91-dayperiod beginning on the date which is 45 days before the date on which such share becomes ex-dividendwith respect to such dividend (during the 181-dayperiod beginning 90 days before such date in the

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case of certain preferred stock) or (ii) to the extent that the Fund is under an obligation (pursuant to a short sale or otherwise) to make related payments with respect to positions in substantially similar or related property. Moreover, the dividends-received deduction may otherwise be disallowed or reduced (i) if the corporate shareholder fails to satisfy the foregoing requirements with respect to its shares or (ii) by application of various provisions of the Code (for instance, the dividends-received deduction is reduced in the case of a dividend received on debt-financed portfolio asset (generally, an asset acquired with borrowed funds)). It is unclear whether or to what extent distributions from the Fund will qualify for the dividends-received deduction.

Any distribution of income that is attributable to dividend income received by the Fund on assets it temporarily purchased from a counterparty pursuant to a repurchase agreement that is treated for U.S. federal income tax purposes as a loan by the Fund will not constitute qualified dividend income to individual shareholders and will not be eligible for the dividends-received deduction for corporate shareholders.

The Code generally imposes a 3.8% Medicare contribution tax on the net investment income of certain individuals, trusts, and estates to the extent their income exceeds certain threshold amounts. For these purposes, "Net Investment Income" generally includes, among other things, (i) distributions paid by the Fund of net investment income and capital gains as described above and (ii) any net gain from the sale, repurchase or exchange of shares. Shareholders are advised to consult their tax advisors regarding the possible implications of this additional tax on their investment in the Fund.

Dividends and distributions on shares are generally subject to U.S. federal income tax as described herein to the extent they do not exceed the Fund's current and accumulated earnings and profits, even though such dividends and distributions may economically represent a return of a particular shareholder's investment. Such distributions are likely to occur in respect of shares purchased at a time when the net asset value of the Fund reflects either unrealized gains, or realized undistributed income or gains, which were therefore included in the price the shareholder paid. The Fund may be required to distribute realized income or gains regardless of whether its net asset value also reflects unrealized losses. Such distributions may reduce the fair market value of the Fund's shares below the shareholder's cost basis in those shares.

Taxation of the Sale, Exchange, or Repurchase of Shares

The repurchase, sale, or exchange of shares will generally give rise to a gain or loss. In general, any gain or loss realized upon a taxable disposition of shares held as capital assets will be treated as long-term capital gain or loss if the shareholder has held the shares for more than one year. Otherwise, the gain or loss on a taxable disposition of shares held as capital assets will generally be treated as short-term capital gain or loss. However, any loss realized upon a taxable disposition of shares held for six (6) months or less will be treated as long-term, rather than short-term, to the extent of any Capital Gain Dividends received (or deemed received) by the shareholder with respect to the shares. All or a portion of any loss realized upon a taxable disposition of shares will be disallowed under the Code's "Wash-Sale" rule if other substantially identical shares are purchased within 30 days before or after the disposition. In such a case, the basis of the newly purchased shares will be adjusted to reflect the disallowed loss.

Shareholders who tender all of the shares they hold or are deemed to hold in response to a repurchase offer generally will be treated as having sold their shares and generally will recognize a capital gain or loss, as described in the preceding paragraph. However, if a shareholder tenders fewer than all of the shares it holds or is deemed to hold, such shareholder may be treated as having received a distribution under Code Section 301 ("Section 301 distribution") unless the repurchase is treated as being either (i) "Substantially Disproportionate" with respect to such shareholder or (ii) otherwise "not essentially equivalent to a dividend" under the relevant rules of the Code. A Section 301 distribution is not treated as a sale or exchange giving rise to capital gain or loss, but rather is treated as a dividend to the extent supported by the Fund's current and accumulated earnings and profits, with the excess treated as a return of capital reducing the shareholder's tax basis in its shares, and thereafter as capital gain. Where a shareholder whose shares are repurchased is treated as receiving a dividend,

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there is a risk that other shareholders of the Fund whose percentage interests in the Fund increase as a result of such repurchase will be treated as having received a taxable distribution from the Fund.

The Fund's use of cash to repurchase shares, pay premium or buy Longevity Assets could adversely affect its ability to satisfy the distribution requirements for treatment as a RIC. The Fund could also recognize income in connection with its liquidation of portfolio assets to fund share repurchases. Any such income would be considered in determining whether the distribution requirements are satisfied.

Backup Withholding

The Fund generally is required to withhold and remit to the U.S. Treasury a percentage (currently 24%) of the taxable distributions and proceeds from a repurchase paid to any individual shareholder who fails to properly furnish the Fund with a correct taxpayer identification number, who has under-reported dividend or interest income, or who fails to certify to the Fund that he or she is not subject to such withholding. Backup withholding is not an additional tax. Any amounts withheld may be credited against the shareholder's U.S. federal income tax liability, provided the appropriate information is furnished to the IRS.

Certain Considerations Relating to Taxation of Non-U.S.Shareholders

In general, the Fund's dividends are not subject to a U.S. withholding tax when paid to a non-U.S.shareholder to the extent properly reported by the Fund as (i) "Interest-Related Dividends" or "Short-term Capital Gains Dividends", each as defined below and subject to certain conditions described below, (ii) Capital Gain Dividends, or (iii) distributions treated as a return of capital with respect to such non-U.S.shareholder.

The exception to withholding for "Interest-Related Dividends" generally applies with respect to distributions (other than distributions to a non-U.S.shareholder (w) who does not provide a satisfactory statement that the beneficial owner is not a U.S. person, (x) to the extent that the dividend is attributable to certain interest on an obligation if the non-U.S.shareholder is the issuer or is a 10% shareholder of the issuer, (y) that is within certain foreign countries that have inadequate information exchange with the United States or (z) to the extent the dividend is attributable to interest paid by a person that is a related person of the non-U.S.shareholder and the non-U.S.shareholder is a controlled foreign corporation) from U.S.-source interest income of types similar to those not subject to U.S. federal income tax if earned directly by an individual non-U.S.shareholder, to the extent such distributions are properly reported as such by the Fund in a written notice to shareholders ("interest-related dividends"). The exception to withholding for "short-term capital gain dividends" generally applies with respect to distributions (other than (a) distributions to an individual non-U.S.shareholder who is present in the United States for a period or periods aggregating 183 days or more during the year of the distribution or (b) distributions subject to special rules regarding the disposition of U.S. real property interests) of net short-term capital gains in excess of net long-term capital losses to the extent such distributions are properly reported by the Fund ("short-termcapital gain dividends"). If the Fund invests in an underlying Fund that pays such distributions to the Fund, such distributions retain their character as not subject to withholding if properly reported when paid by the Fund to non-U.S.shareholders. The Fund is permitted to report such part of its dividends as interest-related or short-term capital gain dividends as are eligible but is not required to do so. In the case of shares held through an intermediary, the intermediary may withhold even if the Fund reports all or a portion of a payment as an interest related or short-term capital gain dividend to shareholders. These exemptions from withholding will not be available to non-U.S.shareholders of the Fund if it does not currently report its dividends as interest-related or short-term capital gain dividends. Non-U.S.shareholders should contact their intermediaries regarding the application of these rules to their accounts.

Distributions by the Fund to non-U.S.shareholders other than Capital Gain Dividends, interest-related dividends and short-term capital gain dividends (e.g., distributions attributable to dividends and foreign-source interest income) are generally subject to withholding of U.S. federal income tax at a rate of 30% (or lower applicable treaty rate).

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Under U.S. federal tax law, a non-U.S.shareholder generally is not subject to U.S. federal income tax on gains (and is not allowed a deduction for losses) realized on the sale of shares or on Capital Gain Dividends, interest-relateddividends or short-term capital gain dividends unless (i) such gain or dividend is effectively connected with the conduct of a trade or business carried on by such non-U.S.shareholder within the United States or (ii) in the case of an individual non-U.S.shareholder, the non-U.S.shareholder is present in the United States for a period or periods aggregating 183 days or more during the year of the sale or the receipt of the Capital Gain Dividend and certain other conditions are met. Non-U.S.shareholders should consult their tax advisors and, if holding shares through intermediaries, their intermediaries, concerning the application of these rules to their investment in the Fund.

A non-U.S.shareholder with respect to whom income from the Fund is effectively connected with a trade or business conducted by the non-U.S.shareholder within the United States will in general be subject to U.S. federal income tax on the income derived from the Fund at the graduated rates applicable to U.S. citizens, residents or domestic corporations, whether such income is received in cash or reinvested in shares and, in the case of a foreign corporation, may also be subject to a branch profits tax. If a non-U.S.shareholder is eligible for the benefits of a tax treaty, any effectively connected income or gain will generally be subject to U.S. federal income tax on a net basis only if it is also attributable to a permanent establishment maintained by the non-U.S.shareholder in the United States. More generally, non-U.S.shareholders who are residents in a country with an income tax treaty with the United States may obtain different tax results than those described herein and are urged to consult their tax advisors.

In order to qualify for any exemptions from withholding described above or for lower withholding tax rates under income tax treaties, or to establish an exemption from backup withholding, a non-U.S.shareholder must comply with special certification and filing requirements relating to its non-U.S.status (including, in general, furnishing an IRS Form W-8BENor Form W-8BEN-Eor substitute form). Non-U.S.shareholders in the Fund should consult their tax advisors in this regard.

Special rules (including withholding and reporting requirements) apply to foreign partnerships and those holding shares through foreign partnerships. Additional considerations may apply to foreign trusts and estates. Investors holding shares through foreign entities should consult their tax advisors about their particular situation. A beneficial holder of shares who is a non-U.S.shareholder may be subject to state and local tax and to the U.S. federal estate tax in addition to the federal tax on income referred to above.

Non-U.S.shareholders should consult their own tax advisor to determine the precise U.S. federal, state, local, and non-U.S.tax consequences to an investment in the Fund. Non-U.S.shareholders should also consider the rules relating to FATCA (see the discussion "Other Reporting and Withholding Requirements" below).

Information Reporting

The amount of dividends, capital gain dividends and gross proceeds paid to each shareholder and the amount, if any, of tax withheld pursuant to backup withholding rules with respect to such amounts will be reported annually to the IRS and to each shareholder. The Fund (or its administrative agent) must also report to the IRS and furnish to Fund shareholders the cost basis information and holding period for shares. The Fund will permit Fund shareholders to elect from among several IRS-acceptedcost basis methods, including average cost. In the absence of an election, shareholder cost basis will be determined under the default method selected by the Fund. The cost basis method a shareholder elects (or the cost basis method applied by default) may not be changed with respect to a redemption of shares after the settlement date of the redemption. Fund shareholders should consult with their tax advisors to determine the best IRS-acceptedcost basis method for their tax situation and to obtain more information about how the new cost basis reporting rules apply to them.

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Tax Shelter Reporting

If a shareholder recognizes a loss with respect to shares of $2 million or more for a non-corporateshareholder or $10 million or more for a corporate shareholder in any single taxable year (or in excess of certain greater amounts over a combination of years), the shareholder must file with the IRS a disclosure statement on Form 8886. Direct shareholders of portfolio assets are in many cases excepted from this reporting requirement, but under current guidance, shareholders of a RIC are not excepted. Future guidance may extend the current exception from this reporting requirement to shareholders of most or all regulated investment companies. The fact that a loss is reportable under these regulations does not affect the legal determination of whether the taxpayer's treatment of the loss is proper. Shareholders should consult their tax advisors to determine the applicability of these regulations in light of their individual circumstances.

Shareholder Reporting Obligations with Respect to Foreign Bank and Financial Accounts

Shareholders that are U.S. persons and own, directly or indirectly, more than 50% of the Fund by vote or value could be required to report annually their "Financial Interest" in the Fund's "Foreign Financial Accounts," if any, on FinCEN Form 114, Report of Foreign Bank and Financial Accounts. Shareholders should consult a tax advisor, and persons investing in the Fund through an intermediary should contact their intermediary, regarding the applicability to them of this reporting requirement.

Expenses Subject to Special Pass-Through Rules

The Fund will not be considered to be a "Publicly Offered" RIC if it does not have at least 500 investors at all times during a taxable year, is not regularly traded on an established securities market, and its shares are not treated as continuously offered pursuant to a public offering. It is possible that the Fund will not be treated as a "publicly offered" RIC for one or more of its taxable years. Generally, expenses of a RIC that is not "publicly offered," except those specific to its status as a RIC or separate entity (e.g., registration fees or transfer agency fees), are subject to special "pass-through" rules. These expenses (which include direct and certain indirect advisory fees) are treated as additional dividends to certain Fund shareholders (generally including other RICs that are not "publicly offered," individuals and entities that compute their taxable income in the same manner as an individual), and, other than in the case of a shareholder that is a RIC that is not "publicly offered," are not deductible by those affected shareholders, under current law.

Other Reporting and Withholding Requirements

Code Sections 1471-1474, U.S. Treasury Regulations and IRS guidance issued thereunder (collectively, "FATCA"), generally require the Fund to obtain information sufficient to identify the status of each of its shareholders under FATCA or under an applicable intergovernmental agreement (an "IGA"). If a shareholder fails to provide this information or otherwise fails to comply with FATCA or an IGA, the Fund or its agent may be required to withhold under FATCA 30% of certain dividends or other "Withholdable Payments" made by the Fund to that shareholder. If a payment by the Fund is subject to FATCA withholding, the Fund or its agent is required to withhold even if the payment would otherwise be exempt from withholding under rules applicable to non-U.S.shareholders. Each prospective shareholder is urged to consult its tax advisor regarding the applicability of FATCA and any other reporting requirements. In addition, foreign countries have implemented or are considering, and may implement, laws similar in purpose and scope to FATCA.

U.S. State and Local Tax Matters

Depending on the residence of a shareholder for tax purposes, distributions may also be subject to state and local taxation. Rules of state and local taxation regarding qualified dividend income, ordinary income dividends and capital gain dividends from regulated investment companies may differ from the rules of U.S. federal income tax in many respects. Shareholders are urged to consult their tax advisors as to the consequences of these and other state and local tax rules affecting investment in the Fund.

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General Considerations

The U.S. federal income tax discussion set forth above is for general information only. Shareholders should consult their tax advisors regarding the specific federal tax consequences of purchasing, holding, and disposing of shares, as well as the effects of state, local, and foreign tax law and any proposed tax law changes.

FINANCIAL STATEMENTS

As of the date of this SAI, the Fund has not yet commenced operations and thus does not have audited financial statements. The Fund will issue a complete set of financial statements on a semi-annual basis prepared in accordance with generally accepted accounting principles. The Fund's annual and semi-annual reports, once available, may be obtained without charge by writing to the Fund at its offices at 2101 Park Center Drive, Suite 200 Orlando, FL 32835, by calling (800) 561-4148,or by visiting the Fund's website at www.abacusfunds.com. Investors will be able to view text-only versions of Fund documents online or download them from the SEC's website at http://www.sec.gov.

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APPENDIX B: PROXY POLICIES AND PROCEDURES

ABL WEALTH ADVISORS, LLC PROXY COMMITTEE

ABL Wealth Advisors, LLC (the "Manager") has established a proxy committee, the "Proxy Committee," which is responsible for the development of proxy guidelines and overseeing the proxy voting process. The proxy voting policy is designed to ensure that shares are voted in a way that the Manager believes to be the best interests of the Fund and its shareholders. We do not expect the Fund to invest significantly in securities. Rather, we expect that the Fund will invest substantially all of its assets in Longevity Assets to support and maintain its investment in Longevity Assets.

In the event that the Fund holds traditional securities that afford proxy voting, the Board has adopted certain Proxy Voting Policies and Procedures ("Proxy Voting Policies") that delegate the responsibility for voting proxies to the Manager, subject to the Board of Trustees' continuing oversight. The Proxy Voting Policies require that the Manager vote any proxies received in a manner consistent with the best interests of the Fund and our shareholders. The Manager is required to present to the Board, at least annually, the Manager's Proxy Voting Policies and a record of each proxy voted by the Manager on behalf of the Fund, including a report on the resolution of all proxies identified by the Manager involving a conflict of interest.

Where a proxy proposal raises a material conflict between the interests of the Manager, any affiliated person(s) of the Manager, the Fund's principal underwriter (Distributor) or any affiliated person of the principal underwriter (Distributor), or any affiliated person of the Fund and the Fund's or its shareholder's interests, the Manager will resolve the conflict by either (i) voting in accordance with the Proxy Voting Policy guidelines (which may include utilizing an independent third-party to vote such proxies) or (ii) disclosing the conflict to affected clients to give them the opportunity to vote the proxies in question themselves.

Information regarding how the Fund voted proxies relating to portfolio securities held by the Fund during the most recent 12-monthperiod ending each December 31 will be available (i) without charge, upon request, by writing to the Fund at its offices at 2101 Park Center Drive, Suite 200 Orlando, FL 32835, by calling (800) 561-4148,or by visiting the Fund's website at www.abacusfunds.com; and (ii) on the SEC's website at http://www.sec.gov.

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PART C: OTHER INFORMATION

FINANCIAL STATEMENTS AND EXHIBITS.

None.

EXHIBITS

Unless otherwise indicated, all references are to exhibits to the applicable filing by the Registrant under Investment Company Act File No. 811-23900 with the SEC.

a.	(1) Certificate of Trust of ABL Longevity Growth and Income Fund.**

b.	Bylaws of ABL Longevity Growth and Income Fund.**

c.	Not applicable.

d.	Not applicable.

e.	Not applicable.

f.	Not applicable.

i.	Not applicable.

j.	Securities Account Control and Custodian Agreement by and between ABL Longevity Growth and Income Fund and Wilmington Trust.*

l.	Opinion of Troutman Pepper Locke LLP.*

m.	Not applicable.

n.	Not applicable.

o.	Not applicable.

q.	Not applicable.

s.	Not applicable.

t.	Powers of Attorney (incorporated by reference from the signature page).**

u.	Consent of Troutman Pepper Locke LLP*

* To be filed by amendment.

** Previously filed.

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MARKETING ARRANGEMENTS

None.

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

SEC registration fee		$
Printing fees and expenses (other than stock certificates)		$
Accounting fees and expenses		$
Legal fees and expenses		$
Subscription agent's fees and expenses		$
Miscellaneous expenses		$
Total		$

*	These amounts (other than SEC registration fee) are estimates.

PERSONS CONTROLLED BY OR UNDER COMMON CONTROL

As of the date hereof, the Fund could be deemed to be under control of the Sponsor, which had voting authority with respect to approximately 100% of the value of the outstanding interests in the Fund on such date. The Sponsor is controlled by Abacus Global Management, Inc. However, it is anticipated that the Sponsor will no longer be a control person once the Fund commences investment operations, and its shares are sold to the public.

NUMBER OF HOLDERS OF SECURITIES

Title of Class		Number of Record Holders
Shares of beneficial interest		One.

INDEMNIFICATION

The Declaration of Trust provides that none of the members of the Board, Officers or the Manager (including certain of the Manager's affiliates, among others) shall be liable to the Fund or any of the shareholders for any loss or damage occasioned by any act or omission in the performance of their respective services as such in the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of their duties. The Declaration of Trust also contains provisions for the indemnification, to the extent permitted by law, of the members of the Board and Officers by the Fund, but not by the shareholders individually, against any liability and expense to which any of them may be liable which arises in connection with the performance of their activities on behalf of the Fund. None of these persons will be personally liable to any shareholder for contributions by such shareholder to the capital of the Fund or by reason of any change in the U.S. federal or state income tax laws applicable to the Fund or its shareholders. The rights of indemnification and exculpation provided under the Declaration of Trust do not provide for indemnification of a members of the Board, the Fund's officers, and the Fund's Manager for any liability, including liability under U.S. federal securities laws which, under certain circumstances, impose liability even on persons that act in good faith, to the extent, but only to the extent, that such indemnification would be in violation of applicable law, including but not limited to Section 17(h) and Section 17(i) of the Investment Company Act.

BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

The Fund is fulfilling the requirement to provide a list of the officers and directors of its Manager, together with information as to any other business, profession, vocation or employment of a substantial nature engaged in by

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LOCATION OF ACCOUNTS AND RECORDS

All such books and other documents required to be maintained by Section 31(a) of the Investment Company Act and Rules 31a-1 through 31a-3 thereunder are maintained at the following location: 2101 Park Center Drive, Suite 200 Orlando, FL 32835.

MANAGEMENT SERVICES

None.

UNDERTAKINGS

The Fund hereby undertakes:

1.	Not applicable.

2.	Not applicable.

3.	to file, during any period in which offers or sales are being made, a post-effective amendment to the Registration Statement:

a.

to include any prospectus required by Section 10(a)(3) of the Securities Act.

b.

to reflect in the prospectus any facts or events after the Effective Date (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of Prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Filing Fee Tables" in the effective Registration Statement.

c.

to include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement.

Provided, however, that paragraphs 3(a), 3(b), and 3(c) of this section do not apply if the Registration Statement is filed pursuant to General Instruction A.2 of this Form and the information required to be included in a post-effectiveamendment by those paragraphs is contained in reports filed with or furnished to the SEC by the Fund pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference into the Registration Statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the Registration Statement.

4.

that, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of those securities at that time shall be deemed to be the initial bona fide offering thereof;

5.	to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering;

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6.	that, for the purpose of determining liability under the Securities Act to any purchaser:

a.

Each prospectus: filed by the Fund pursuant to Rule 424(b)(3) shall be deemed to be part of the Registration Statement as of the date the filed prospectus was deemed part of and included in the Registration Statement; and

b.

Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (x), or (xi) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the Registration Statement as of the earlier of the date such form of prospectus is first used after the Effective Date, or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new Effective Date of the Registration Statement relating to the securities in the Registration Statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the Registration Statement or made in a document incorporated or deemed incorporated by reference into the Registration Statement or prospectus that is part of the Registration Statement will, as to a purchaser with a time of contract of sale prior to such Effective date, supersede or modify any statement that was made in the Registration Statement or prospectus that was part of the Registration Statement or made in any such document immediately prior to such Effective Date; or

7.	that for the purpose of determining liability of the Fund under the Securities Act to any purchaser in the initial distribution of securities:

i.

The undersigned Fund undertakes that in a primary offering of securities of the undersigned Fund pursuant to this Registration Statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Fund will be a seller to the purchaser and will be considered to offer or sell such securities to the purchaser:

ii.

any preliminary prospectus or prospectus of the undersigned Fund relating to the offering required to be filed pursuant to Rule 424 under the Securities Act;

8.	The Registrant undertakes that:

a.

for the purpose of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Fund under Rule 424(b)(1) under the Securities Act shall be deemed to be part of this Registration Statement as of the Effective Date; and

b.

for the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering thereof.

9.

that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Fund's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference into the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

10.	The Registrant hereby undertakes to send by first class mail or other means designed to ensure equally prompt delivery, within two (2) business days of receipt of a written or oral request, any prospectus, or Statement of Additional Information.

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11.

Insofar as indemnification for liability arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

*By:		/s/ Jay Jackson
		Jay Jackson As Attorney-in-Fact