The fund is not suitable for all investors. An investment in the fund is speculative and involves a high degree of risk. • The private debt strategy discussed herein engages in leveraging, and other speculative investment practices that may increase the risk of investment loss. An investment strategy focused on privately-held companies presents certain challenges, including the lack of available information about the companies. • Investments in bank loans and other floating rate securities involve special types of risks, including credit risk, interest rate risk, liquidity risk and prepayment risk. • The strategy’s exposure to high yield securities (e.g. junk bonds) may subject the fund to greater volatility, and involves significant risks, including credit risk, interest rate risk and liquidity risk. • Some asset backed securities, including mortgage-backed securities, may have structures that make their reaction to interest rates and other factors difficult to predict, making their prices very volatile and they are subject to liquidity risk. • The fund may invest in derivative instruments, which may be more volatile and less liquid, increasing the risk of loss when compared to traditional securities. • A potential conflict of interest may arise when GPIM or any of its affiliates participate in loan arrangements for which it is providing investment management services, investment banking services or other transaction related services and in which the strategy also invests. • The fund is highly illiquid and appropriate only as a long-term investment for persons of adequate financial means who do not have a need for liquidity in their investment; thus, it is not suitable if you need access to the money invested in the foreseeable future. • The fund does not currently intend to list shares on any securities exchange and a secondary market is not expected to develop; as such, you may be unable to sell your shares during a market downturn • The Board of Trustees may, but is not required to, implement a share repurchase program; however, only a limited number of Shares will be eligible for repurchase and any such repurchases will be at net asset value, which may be less than the purchase price. If a share repurchase program is implemented, no more than 10% of the weighted average number of outstanding Shares in any 12-month period are expected to be eligible, until a liquidity event occurs (expected to be on or before December 31, 2026); however, a liquidity event is not guaranteed. • The fund has a finite term and may liquidate assets at a time that is disadvantageous based on market conditions, which may result in losses. • Distributions may be funded from offering proceeds or borrowings, which may constitute a return of capital and reduce the amount of capital available for investment, and are distributed after payment of the sales load and fees and expenses. • Distributions may also be funded in significant part from the reimbursement of certain expenses, which are subject to repayment to the Advisor, as well as from waivers of certain investment advisory fees, which are not subject to repayment; thus, significant portions of these distributions may not be based on investment performance and such waivers and reimbursements may not continue in the future. • If the Advisor does not agree to reimburse certain expenses, significant portions of distributions may come from offering proceeds or borrowings. • The repayment of any amounts owed to the Advisor may reduce future distributions.