Supplemental Prospectus (Form 424B3)

Filed Pursuant to Rule 424(b)(3)

File No. 333-272265

COLLER SECONDARIES PRIVATE EQUITY OPPORTUNITIES FUND

Class I Shares

Class S Shares

Class D Shares

October 7, 2025

Coller Secondaries Private Equity Opportunities Fund ("C-SPEF" or the "Fund") is a recently organized Delaware statutory trust registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as a non-diversified, closed-end management investment company with a limited operating history. Coller Private Market Secondaries Advisors, LLC serves as C-SPEF's investment adviser (the "Adviser") and is responsible for making investment decisions for C-SPEF's portfolio.

C-SPEF's investment objective is to seek to provide long-term capital appreciation.

In pursuing its investment objective, C-SPEF intends to invest primarily in an actively managed portfolio of private equity assets. C-SPEF's investment exposure to these strategies is implemented via a variety of investment types that include: (i) investments in existing or newly formed private funds managed by unaffiliated asset managers ("Portfolio Funds"); (ii) investments in equity assets issued by private companies ("Direct Investments"); and (iii) investments alongside Portfolio Funds in equity assets issued by private companies ("Co-Investments" and, collectively with Portfolio Funds and Direct Investments, "Private Equity Investments"). C-SPEF's investments will primarily be acquired through privately negotiated transactions from investors in Private Equity Investments and/or in connection with the restructuring of a Portfolio Fund or Co-Investment ("Secondary Transactions"); and may also be made through primary commitments to newly formed Portfolio Funds or special purpose vehicles structured to invest in Co-Investments ("Primary Commitments").

To manage the liquidity of its investment portfolio, C-SPEF also invests a portion of its assets in a portfolio of short-term debt securities, money market instruments, cash and/or cash equivalents ("Liquid Assets").

This prospectus (the "Prospectus") applies to the offering of three separate classes of common shares of beneficial interest in C-SPEF (the "Shares") designated as Class I, Class S and Class D Shares. The Shares will generally be offered on the first business day of each month at the net asset value ("NAV") per Share on that day. No person who is admitted as a shareholder of C-SPEF (a "Shareholder") will have the right to require C-SPEF to redeem its Shares.

		Per Class I Share		Per Class S Share		Per Class D Share		Total
Public Offering Price(1)		Current NAV		Current NAV		Current NAV		Amount invested at NAV
Sales Load(2)		None		None		None
Proceeds to the Fund		Current NAV		Current NAV		Current NAV		Amount invested at NAV

(1)

Class I Shares, Class S Shares and Class D Shares are or will be continuously offered at a price per share equal to the NAV per share for such class. Each share class will initially be offered at $5 per share. Generally, the stated minimum investment by an investor in C-SPEF is $1,000,000 with respect to Class I Shares, and $50,000 with respect to Class S Shares and Class D Shares. The minimum additional investment in C-SPEF is $10,000. C-SPEF may, in its sole discretion, waive these minimums. Investors subscribing through a given broker/dealer or registered investment adviser may have shares aggregated to meet these minimums, so long as initial investments in C-SPEF are not less than $1,000,000 with respect to Class I Shares and $50,000 with respect to Class S Shares and Class D Shares, as applicable, and incremental contributions are not less than $10,000.

(2)

No upfront sales load will be paid with respect to Class I Shares, Class S Shares or Class D Shares, however, if you buy Class S Shares or Class D Shares through certain financial intermediaries, they may directly charge you transaction or other fees, including upfront placement fees or brokerage commissions, in such amount as they may determine, provided financial intermediaries limit such charges to a 3.50% cap on NAV for Class S Shares and a 3.50% cap on NAV for Class D Shares. Financial intermediaries will not charge such fees on Class I Shares. Your financial intermediary may impose additional charges when you purchase Shares of C-SPEF. Please consult your financial intermediary for additional information.

C-SPEF has received an exemptive order from the U.S. Securities and Exchange Commission (the "SEC") that permits C-SPEF to offer multiple classes of shares. C-SPEF currently offers three separate classes of Shares designated as Class I, Class S and Class D Shares. Each class of Shares is subject to different fees and expenses. C-SPEF may offer additional classes of Shares in the future.

Simultaneously with C-SPEF beginning to accept offers to purchase Shares ("Commencement of Operations"), C-SPEF Seed Vehicle, L.P. (the "Predecessor Fund") reorganized with and transferred substantially all of its assets and liabilities to C-SPEF. The Predecessor Fund maintains an investment objective, strategies and investment policies, guidelines and restrictions that are, in all material respects, equivalent to those of C-SPEF. The Predecessor Fund's investment adviser is Coller Investment Management Limited, an affiliate of the Adviser.

An investment in C-SPEF is speculative with a substantial risk of loss. C-SPEF and the Adviser do not guarantee any level of return or risk on investments and there can be no assurance that C-SPEF's investment objective will be achieved. You should carefully consider these risks together with all of the other information contained in this Prospectus before making a decision to invest in C-SPEF.

●

C-SPEF has a limited operating history.

●

Shares are not listed on any securities exchange, and it is not anticipated that a secondary market for Shares will develop. Shares are subject to limitations on transferability, and liquidity will be provided only through limited repurchase offers. Although C-SPEF may offer to repurchase Shares from time to time, Shares will not be redeemable at an investor's option nor will they be exchangeable for shares of any other fund. As a result, an investor may not be able to sell or otherwise liquidate his or her Shares. The Adviser intends to recommend that, in normal market circumstances, C-SPEF's Board conducts quarterly repurchase offers of no more than 5% of C-SPEF's net assets.

●

An investment in C-SPEF is not suitable for investors who may need the money they invested in a specified timeframe. The frequency and timing of any repurchase offers are subject to the discretion of C-SPEF's Board. There can be no assurance that C-SPEF will conduct repurchase offers in any particular period and shareholders of C-SPEF ("Shareholders") may be unable to tender Shares for repurchase for an indefinite period of time. See "Transfer of Shares" and "Repurchase of Shares" below.

●

Shares are speculative and involve a high degree of risk, including the risks associated with leverage. In addition, C-SPEF's investments in Portfolio Funds are subject to a number of risks, including:

o

Portfolio Fund interests are expected to be illiquid, their marketability may be restricted and the realization of investments from them may take considerable time and/or be costly.

o

Some of the Portfolio Funds in which C-SPEF invests may have only limited operating histories.

o

A Shareholder in C-SPEF will indirectly bear a proportionate share of the fees and expenses of the Portfolio Funds, in addition to its proportionate share of the expenses of C-SPEF.

o

Less information may be available with respect to the Portfolio Funds and underlying private company investments.

o

The valuations of Portfolio Funds in which C-SPEF invests may be based on imperfect information and is subject to inherent uncertainties.

o

Due to investments in Portfolio Funds, C-SPEF may enter into unfunded commitments representing a significant portion of its assets.

See "Risks of Investing in Private Equity Investments" and "Other Investment Risks" below.

●

Shares are subject to substantial restrictions on transferability and resale and may not be transferred or resold except as permitted under C-SPEF's Second Amended and Restated Declaration and Agreement of Trust (the "Declaration of Trust"). See "Transfer Restrictions" below.

●

The amount of distributions that C-SPEF may pay, if any, is uncertain.

●

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

●

C-SPEF's distributions may be funded from unlimited amounts of offering proceeds or borrowings, which may constitute a return of capital and reduce the amount of capital available to C-SPEF for investment. Any capital returned to Shareholders through distributions will be distributed after payment of fees and expenses.

●

A return of capital to Shareholders is a return of a portion of their original investment in C-SPEF, thereby reducing the tax basis of their investment. As a result from such reduction in tax basis, Shareholders may be subject to tax in connection with the sale of Shares, even if such Shares are sold at a loss relative to the Shareholder's original investment.

You should rely only on the information contained in this Prospectus and C-SPEF's Statement of Additional Information. C-SPEF has not authorized anyone to provide you with different information. You should not assume that the information provided by this Prospectus is accurate as of any date other than the date shown below. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

You should read this Prospectus, which concisely sets forth information about C-SPEF, before deciding whether to invest in the Shares and retain it for future reference. A Statement of Additional Information (the "SAI"), dated August 1, 2025, containing additional information about C-SPEF, has been filed with the SEC and, as amended from time to time, is incorporated by reference in its entirety into this Prospectus. You may request a free copy of the SAI, as well as free copies of C-SPEF's Annual and Semi-Annual Reports to Shareholders ("Shareholder Reports"), when available, and other information about C-SPEF by calling (212) 644-8500, by writing to C-SPEF at 950 Third Avenue New York, New York 10022 or [email protected], or by visiting www.pwss.collercapital.com. You can get the same information for free from the SEC's website, https://www.sec.gov, which contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

As permitted by regulations adopted by the SEC, paper copies of C-SPEF's Shareholder Reports (when available) will not be sent by mail, unless you specifically request paper copies of the Shareholder Reports from C-SPEF or from your financial intermediary, such as a broker-dealer or a bank. Instead, the Shareholder Reports will be made available on C-SPEF's website, free of charge, at www.cspef.com, and you will be notified by mail each time a Shareholder Report is posted and provided with a website link to access the Shareholder Report. You may elect to receive Shareholder Reports and other communications from C-SPEF electronically anytime by contacting your financial intermediary.

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

This Prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, a security in any jurisdiction or to any person to whom it is unlawful to make such an offer or solicitation in that jurisdiction.

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

Paralel Distributors LLC (the "Distributor") acts as principal underwriter for C-SPEF's Shares and serves in that capacity on a reasonable best efforts basis, subject to various conditions. The principal business address of the Distributor is 1700 Broadway, Suite 1850, Denver, CO.

TABLE OF CONTENTS

Summary of Offering Terms		1
Summary of Fees and Expenses		23
The Fund		25
Use of Proceeds		25
Investment Objective and Strategy		25
Coller Capital and Adviser History and Experience		30
Risks		34
Conflicts of Interests		60
Management of C-SPEF		63
Investment Advisory Agreement		65
Net Asset Valuation		67
Eligible Investors		68
Plan of Distribution		69
Purchasing Shares		70
Closed-End Fund Structure; No Right of Redemption		73
Transfer Restrictions		73
Repurchase of Shares		73
Certain ERISA Considerations		77
Distributions		77
Dividend Reinvestment Plan		78
Description of Shares		79
Certain Provisions in Declaration of Trust		79
Material U.S. Federal Income Tax Considerations		81
Custodian		92
Administration and Accounting Services		93
Transfer Agent and Dividend Paying Agent		93
Fiscal Year; Reports to Shareholders		93
Independent Registered Public Accounting Firm		93
Legal Counsel		93

Risks

AN INVESTMENT IN C-SPEF INVOLVES A HIGH DEGREE OF RISK AND THEREFORE SHOULD ONLY BE UNDERTAKEN BY INVESTORS WHOSE FINANCIAL RESOURCES ARE SUFFICIENT TO ENABLE THEM TO ASSUME THESE RISKS AND TO BEAR THE LOSS OF ALL OR PART OF THEIR INVESTMENT. THE FOLLOWING RISK FACTORS SHOULD BE CONSIDERED CAREFULLY, BUT ARE NOT MEANT TO BE AN EXHAUSTIVE LISTING OF ALL OF THE POTENTIAL RISKS ASSOCIATED WITH AN INVESTMENT IN C-SPEF. INVESTORS SHOULD CONSULT WITH THEIR OWN FINANCIAL, LEGAL, INVESTMENT AND TAX ADVISERS PRIOR TO INVESTING IN C-SPEF.

Investment in C-SPEF is suitable only for those persons who have such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of their proposed investment, who can afford to bear the economic risk of their investment, who are able to withstand a total loss of their investment and who have no need for liquidity in their investment and no need to dispose of their Shares to satisfy current financial needs and contingencies or existing or contemplated undertakings or indebtedness. Potential investors with questions as to the suitability of an investment in C-SPEF should consult their professional advisers to assist them in making their own legal, tax, accounting and financial evaluation of the merits and risks of investment in C-SPEF in light of their own circumstances and financial condition.

C-SPEF's investment program is speculative and entails substantial risks. In considering participation in C-SPEF, prospective investors should be aware of certain risk factors, which include the following:

General Risks of Investing in C-SPEF

General Investment Risks

There is no assurance that the investments held by C-SPEF will be profitable, that there will be proceeds from such investments available for distribution to Shareholders, or that C-SPEF will achieve its investment objective. An investment in C-SPEF is speculative and involves a high degree of risk. Fund performance may be volatile and a Shareholder could incur a total or substantial loss of its investment. There can be no assurance that projected or targeted returns for C-SPEF will be achieved.

Market and Economic Risk

Investments made by C-SPEF may be materially affected by market, economic and political conditions in the United States and in the non-U.S. jurisdictions in which its investments operate, including factors affecting interest rates, the availability of credit, currency exchange rates and trade barriers. These factors are outside the control of the Adviser and could adversely affect the liquidity and value of C-SPEF's investments and reduce the ability of C-SPEF to make new investments.

Lack of Operating History

C-SPEF is a recently organized, non-diversified, closed-end management investment company with a limited operating history. While members of the Adviser who will be active in managing C-SPEF's investments have substantial experience in Private Equity Investments, C-SPEF was recently formed with a limited operating history.

Conflicts of Interests

An investment in C-SPEF is subject to a number of actual or potential conflicts of interests. For example, the Adviser provides services to C-SPEF for which C-SPEF compensates it. As a result, the Adviser faces conflicts of interests when balancing its responsibility to act in the best interests of C-SPEF, on the one hand, and any benefit, monetary or otherwise, that could result to it or its affiliates from the operation of C-SPEF, on the other hand. For example, the Adviser may render in the future services to others, including by performing a variety of functions unrelated to the management of C-SPEF and the selection, acquisition, management and disposition of C-SPEF's investments. The officers and employees of the Adviser are not required to devote all or any specific portion of their working time to the affairs of C-SPEF and actual or potential conflicts of interest arise in allocating management time, services or functions among such clients, including clients that may have the same or similar type of investment strategy as C-SPEF's. The Adviser and/or its affiliates also face conflicts of interests in their service as investment adviser to other clients, and, from time to time, make investment decisions that differ from and/or negatively impact those made by the Adviser on behalf of C-SPEF. In addition, affiliates of the Adviser provide a broad range of services and products to their clients. In certain circumstances, by providing services and products to their clients, these affiliates' activities will disadvantage or restrict C-SPEF and/or benefit these affiliates and may result in C-SPEF forgoing certain investments that it would otherwise make. The Adviser may also acquire material non-public information which would negatively affect the Adviser's ability to transact in securities for C-SPEF.

In addition, the Adviser has received an exemptive order from the SEC that permits C-SPEF to co-invest alongside certain affiliates of the Adviser and certain public or private funds managed by the Adviser and its affiliates in privately negotiated transactions, subject to certain terms and conditions. These co-investment transactions may give rise to conflicts of interests or perceived conflicts of interests among C-SPEF and the participating affiliates. See "Conflicts of Interests" below.

Management Risk

C-SPEF is subject to management risk because it is an actively managed investment portfolio. C-SPEF's ability to achieve its investment objective depends upon the Adviser's skill in determining C-SPEF's allocation of its assets and in selecting the best mix of investments. There is a risk that the Adviser's evaluation and assumptions regarding asset classes or investments may be incorrect in view of actual market conditions. The Adviser will apply investment techniques and risk analyses in making investment decisions for C-SPEF, but there can be no guarantee that these will produce the desired results. C-SPEF may be subject to a relatively high level of management risk because C-SPEF invests in Private Equity Investments, which are highly specialized instruments that require investment techniques and risk analyses different from those associated with investing in public equities and bonds. C-SPEF's allocation of its investments across Portfolio Funds, Co-Investments, Direct Investments and other portfolio investments representing various strategies, geographic regions, asset classes and sectors may vary significantly over time based on the Adviser's analysis and judgment. As a result, the particular risks most relevant to an investment in C-SPEF, as well as the overall risk profile of C-SPEF's portfolio, may vary over time. It is possible that C-SPEF will focus on an investment that performs poorly or underperforms other investments under various market conditions.

Dependence on the Adviser and Key Personnel

C-SPEF does not and will not have any internal management capacity or employees and depends on the experience, diligence, skill and network of business contacts of the investment professionals the Adviser and its affiliates currently employ, or may subsequently retain, to identify, evaluate, negotiate, structure, close, monitor and manage C-SPEF's investments. The Adviser will evaluate, negotiate, structure, close and monitor C-SPEF's investments in accordance with the terms of the Investment Advisory Agreement. C-SPEF's future success will depend to a significant extent on the continued service and coordination of the senior investment professionals. The departure of any key personnel, including the Investment Committee members, portfolio managers, or of a significant number of the investment professionals of the Adviser, could have a material adverse effect on C-SPEF's business, financial condition or results of operations. C-SPEF can offer no assurance that the investment professionals, resources, relationships and expertise of Coller Capital will be available for every transaction.

In addition, C-SPEF cannot assure investors that the Adviser will remain C-SPEF's investment adviser. C-SPEF may not be able to find a suitable replacement within that time, resulting in a disruption in its operations that could adversely affect its financial condition, business and results of operations. This could have a material adverse effect on C-SPEF's financial conditions, results of operations and cash flow.

Closed-End Fund Structure; Liquidity Limited to Periodic Repurchases of Shares

C-SPEF is designed primarily for long-term investors. An investment in C-SPEF, unlike an investment in a traditional listed closed-end fund, should be considered illiquid. The Shares are appropriate only for investors who are comfortable with investment in less liquid or illiquid portfolio investments within an illiquid fund. An investment in the Shares is not suitable for investors who need access to the money they invest. Unlike open-end funds (commonly known as mutual funds), which generally permit redemptions on a daily basis, the Shares will not be redeemable at a Shareholder's option. Unlike stocks of listed closed-end funds, the Shares are not listed, and are not expected to be listed, for trading on any securities exchange, and C-SPEF does not expect any secondary market to develop for the Shares in the foreseeable future. C-SPEF's Private Equity Investments will be illiquid and typically cannot be transferred or redeemed for a substantial period of time. The Shares are designed for long-term investors, and C-SPEF should not be treated as a trading vehicle.

Risks related to Repurchases of Shares

Although the Board may, in its sole discretion, cause C-SPEF to offer to repurchase outstanding Shares at their net asset value and the Adviser intends to recommend that, in normal market circumstances, the Board conduct quarterly repurchase offers of no more than 5% of C-SPEF's net assets. Shares are considerably less liquid than shares of funds that trade on a stock exchange, or shares of open-end registered investment companies. It is possible that C-SPEF may be unable to repurchase all of the Shares that a Shareholder tenders due to the illiquidity of C-SPEF investments or if the Shareholders request C-SPEF to repurchase more Shares than C-SPEF is then offering to repurchase. In addition, substantial requests for C-SPEF to repurchase Shares could require C-SPEF to liquidate certain of its investments more rapidly than otherwise desirable in order to raise cash to fund the repurchases and achieve a market position appropriately reflecting a smaller asset base. This could have a material adverse effect on the value of the Shares.

There can be no assurance that C-SPEF will conduct repurchase offers in any particular period and Shareholders may be unable to tender Shares for repurchase for an indefinite period of time.

There will be a substantial period of time between the date as of which Shareholders must submit a request to have their Shares repurchased and the date they can expect to receive payment for their Shares from C-SPEF. Shareholders whose Shares are accepted for repurchase bear the risk that C-SPEF's net asset value may fluctuate significantly between the time that they submit their repurchase requests and the date as of which such Shares are valued for purposes of such repurchase. Shareholders will have to decide whether to request that C-SPEF repurchase their Shares without the benefit of having current information regarding the value of Shares on a date proximate to the date on which Shares are valued by C-SPEF for purposes of effecting such repurchases. See "Repurchase of Shares."

Offers for repurchases of Shares, if any, may be suspended, postponed or terminated by the Board under certain circumstances. An investment in C-SPEF is suitable only for investors who can bear the risks associated with the limited liquidity of Shares and the underlying investments of C-SPEF. Additionally, because Shares are not listed on any securities exchange, C-SPEF is not required, and does not intend, to hold annual meetings of its Shareholders unless called for under the provisions of 1940 Act.

Distributions in Kind

C-SPEF generally expects to distribute cash to the holder of Shares that are repurchased in satisfaction of such repurchase. See "Repurchases of Shares-Periodic Repurchases." However, there can be no assurance that C-SPEF will have sufficient cash to pay for Shares that are being repurchased or that it will be able to liquidate investments at favorable prices to pay for repurchased Shares. C-SPEF has the right to distribute securities as payment for repurchased Shares in unusual circumstances, including if making a cash payment would result in a material adverse effect on C-SPEF. For example, it is possible that C-SPEF may receive securities from a Portfolio Fund that are illiquid or difficult to value. In such circumstances, the Adviser would seek to dispose of these securities in a manner that is in the best interests of C-SPEF, which may include a distribution in kind to Shareholders. In the event that C-SPEF makes such a distribution of securities, there can be no assurance that any Shareholder would be able to readily dispose of such securities or dispose of them at the value determined by the Adviser.

Confidential Information

C-SPEF will likely have access to or acquire confidential or material non-public information relating to its investments. C-SPEF will likely limit the information reported to its investors with respect to such investments. The Adviser may from time to time come into possession of information about certain markets and investments, some of which is material, non-public or confidential information of particular issuers or the securities of such issuers, which, at times, will limit the Adviser's ability to dispose of or retain or increase interests in investments held by C-SPEF or acquire certain investments on behalf of C-SPEF until the information has been publicly disclosed or is no longer deemed material.

Restrictions on Transfers

Transfers of Shares may be made only by operation of law pursuant to the death, divorce, insolvency, bankruptcy, or adjudicated incompetence of the Shareholder or with the prior written consent of the Board, which may be withheld in the Board's sole discretion. Notice to C-SPEF of any proposed transfer must include evidence satisfactory to the Board that the proposed transferee, at the time of transfer, meets any requirements imposed by C-SPEF with respect to investor eligibility and suitability.

Non-Diversified Status

C-SPEF is a "non-diversified" investment company for purposes of the 1940 Act, which means it is not subject to percentage limitations under the 1940 Act on assets that may be invested in the securities of any one issuer. Having a larger percentage of assets in a smaller number of issuers makes a non-diversified fund, like C-SPEF, more susceptible to the risk that one single event or occurrence can have a significant adverse impact upon C-SPEF.

Valuation Risk

C-SPEF is subject to valuation risk, which is the risk that one or more of the securities in which C-SPEF invests are valued at prices that C-SPEF is unable to obtain upon sale due to factors such as incomplete data, market instability, human error, or, with respect to securities for which there are no readily available market quotations, the inherent difficulty in determining the fair value of certain types of investments. The Adviser may, but is not required to, use an independent pricing service or prices provided by dealers to value securities at their market value. Because the secondary markets for certain investments may be limited, such instruments may be difficult to value.

A substantial portion of C-SPEF's assets are expected to consist of Portfolio Funds and Co-Investments for which there are no readily available market quotations. The information available in the marketplace for such companies, their securities and the status of their businesses and financial conditions is often extremely limited, outdated and difficult to confirm. Such securities are valued by C-SPEF at fair value as determined pursuant to policies and procedures approved by the Board. In determining fair value, the Adviser is required to consider all appropriate factors relevant to value and all indicators of value available to C-SPEF. The determination of fair value necessarily involves judgment in evaluating this information in order to determine the price that C-SPEF might reasonably expect to receive for the security upon its current sale. The most relevant information may often be provided by the issuer of the securities. Given the nature, timeliness, amount and reliability of information provided by the issuer, fair valuations may become more difficult and uncertain as such information is unavailable or becomes outdated.

The value at which C-SPEF's investments can be liquidated may differ, sometimes significantly, from the valuations assigned by C-SPEF. In addition, the timing of liquidations may also affect the values obtained on liquidation. C-SPEF will invest a significant amount of its assets in Private Equity Investments for which no public market exists. There can be no guarantee that C-SPEF's investments could ultimately be realized at C-SPEF's valuation of such investments. In addition, C-SPEF's compliance with the asset diversification tests under the Code depends on the fair market values of C-SPEF's assets, and, accordingly, a challenge to the valuations ascribed by C-SPEF could affect its ability to comply with those tests or require it to pay penalty taxes in order to cure a violation thereof.

C-SPEF's net asset value is a critical component in several operational matters including computation of the Advisory Fee and the Distribution and Servicing Fee, and determination of the price at which the Shares will be offered and at which a repurchase offer will be made. Consequently, variance in the valuation of C-SPEF's investments will impact, positively or negatively, the fees and expenses Shareholders will pay, the price a Shareholder will receive in connection with a repurchase offer and the number of Shares an investor will receive upon investing in C-SPEF. It is expected that C-SPEF will accept purchases of Shares as of the first business day of each month. The number of Shares a Shareholder will receive will be based on C-SPEF's most recent net asset value, which will be calculated for the last business day of the preceding month (i.e., one business day prior to date on which C-SPEF will accept purchases). For more information regarding C-SPEF's subscription process, see "Purchasing Shares."

The Adviser generally expects to receive information for C-SPEF's investments in Private Equity Investments, including Portfolio Funds, Direct Investments and Co-Investments, on which it will base C-SPEF's net asset value only as of each calendar quarter end and on a significant delay. The Adviser generally does not expect to receive updated information intra quarter for such investments. As a result, C-SPEF's net asset value for periods other than calendar quarter end will likely be based on information from the prior quarter. C-SPEF may need to liquidate certain investments, including its investments in Private Equity Investments, in order to repurchase Shares in connection with a repurchase offer. A subsequent decrease in the valuation of C-SPEF's investments after a repurchase offer could potentially disadvantage remaining Shareholders to the benefit of Shareholders whose Shares were accepted for repurchase. Alternatively, a subsequent increase in the valuation of C-SPEF's investments could potentially disadvantage Shareholders whose Shares were accepted for repurchase to the benefit of remaining Shareholders. Similarly, a subsequent decrease in the valuation of C-SPEF's investments after a subscription could potentially disadvantage subscribing investors to the benefit of pre-existing Shareholders, and a subsequent increase in the valuation of C-SPEF's investments after a subscription could potentially disadvantage pre-existing Shareholders to the benefit of subscribing investors. For more information regarding C-SPEF's calculation of its net asset value, see "Net Asset Valuation."

Amounts and Frequency of Distributions

The amounts of distributions that C-SPEF may pay are uncertain. C-SPEF expects to pay distributions out of assets legally available for distribution from time to time, at the sole discretion of the Board, and otherwise in a manner to comply with Subchapter M of the Code. See "Distributions." Nevertheless, C-SPEF cannot assure Shareholders that C-SPEF will achieve investment results that will allow C-SPEF to make a specified level of cash distributions or year-to-year increases in cash distributions. C-SPEF's ability to pay distributions may be adversely affected by the impact of the risks described in this Prospectus. All distributions will depend on C-SPEF's earnings, its net investment income, its financial condition, and such other factors as the Board may deem relevant from time to time.

Effect of Additional Subscriptions

C-SPEF intends to continue accepting additional subscriptions for Shares, and such subscriptions will dilute the voting interests of existing Shareholders in C-SPEF. Additional subscriptions will also dilute the indirect interests of existing Shareholders in C-SPEF investments prior to such purchases, which could have an adverse impact on the existing Shareholders' interests in C-SPEF if subsequent Fund investments underperform the prior investments.

Access to Investor Data

The Adviser, the auditors, the custodian and the other service providers to C-SPEF may receive and have access to personal data relating to Shareholders, including information contained in a prospective investor's subscription documents and arising from a Shareholder's business relationship with C-SPEF and/or the Adviser. Such information may be stored, modified, processed or used in any other way, subject to applicable laws, by the Adviser and by C-SPEF's other service providers and their agents, delegates, sub-delegates and certain third parties in any country in which such person conducts business. Subject to applicable law, Shareholders may have rights in respect of their personal data, including a right to access and rectification of their personal data and may in some circumstances have a right to object to the processing of their personal data.

Allocation of Investment Opportunities

The Adviser and its affiliates are investment advisers to various clients for whom they make Private Equity Investments of the same type as C-SPEF. The Adviser and its affiliates also may agree to act as investment adviser to additional clients that make Private Equity Investments of the same type as C-SPEF. In addition, the Adviser will be permitted to organize other pooled investment vehicles with principal investment objectives similar to, or different from, those of C-SPEF. It is possible that a particular investment opportunity would be a suitable investment for C-SPEF and such clients or pooled investment vehicles.

The Adviser and C-SPEF have received an exemptive order from the SEC that permits C-SPEF to co-invest alongside the Adviser's affiliates in privately negotiated transactions, subject to certain terms and conditions specified in the exemptive order. See "Conflicts of Interests" below.

Risks of Investing in Private Equity Investments

Risks of Private Equity Strategies

C-SPEF's investment portfolio will include exposure to private companies for which operating results in a specified period will be difficult to predict. Such investments involve a high degree of business and financial risk that can result in substantial losses.

Private Equity Investment Risks

Private equity transactions may result in new enterprises that are subject to extreme volatility, require time for maturity and may require additional capital. In addition, they frequently rely on borrowing significant amounts of capital, which can increase profit potential but at the same time increase the risk of loss. Leveraged companies may be subject to restrictive financial and operating covenants. The leverage may impair the ability of these companies to finance their future operations and capital needs. Also, their flexibility to respond to changing business and economic conditions and to business opportunities may be limited. A leveraged company's income and net assets will tend to increase or decrease at a greater rate than if borrowed money was not used. Although these investments may offer the opportunity for significant gains, such buyout and growth investments involve a high degree of business and financial risk that can result in substantial losses, which risks generally are greater than the risks of investing in public companies that may not be as leveraged.

Risks Associated with Private Company Investments; Direct Investments

Private companies are generally not subject to reporting requirements of the SEC or other securities regulators, are not required to maintain their accounting records in accordance with generally accepted accounting principles, and are not required to maintain effective internal controls over financial reporting. As a result, the Adviser may not have timely or accurate information about the business, financial condition and results of operations of the private companies in which C-SPEF invests. There is risk that C-SPEF may invest on the basis of incomplete or inaccurate information, which may adversely affect C-SPEF's investment performance. Private companies in which C-SPEF may invest, including Direct Investments, may have limited financial resources, shorter operating histories, more asset concentration risk, narrower product lines and smaller market shares than larger businesses, which tend to render such private companies more vulnerable to competitors' actions and market conditions, as well as general economic downturns. These companies generally have less predictable operating results, may from time to time be parties to litigation, may be engaged in rapidly changing businesses with products subject to a substantial risk of obsolescence, and may require substantial additional capital to support their operations, finance expansion or maintain their competitive position. These companies may have difficulty accessing the capital markets to meet future capital needs, which may limit their ability to grow or to repay their outstanding indebtedness upon maturity.

Typically, investments in private companies, including Direct Investments, are through restricted securities that are not traded in public markets and subject to substantial holding periods, so that C-SPEF may not be able to resell some of its holdings for extended periods, which may be several years. There can be no assurance that C-SPEF will be able to realize the value of private company investments in a timely manner.

Risks of Private Equity Investments

Investments made in connection with acquisition transactions are subject to a variety of special risks, including the risk that the acquiring company has paid too much for the acquired business, the risk of unforeseen liabilities, the risks associated with new or unproven management or new business strategies and the risk that the acquired business will not be successfully integrated with existing businesses or produce the expected synergies.

Companies in which C-SPEF may invest, either directly or through Portfolio Funds, may face significant fluctuations in operating results, may need to engage in acquisitions or divestitures of assets in order to compete successfully or survive financially, may be operating at a loss, may be engaged in a rapidly changing business with products subject to a substantial risk of obsolescence, may require substantial additional capital (which may be difficult to raise) to support their operations, to finance expansion or to maintain their competitive position, or otherwise may have a weak financial condition.

Companies in C-SPEF may invest, either directly or through Portfolio Funds, may be highly leveraged and, as a consequence, subject to restrictive financial and operating covenants. The leverage may impair the ability of these companies to finance their future operations and capital needs. As a result, these companies may lack the flexibility to respond to changing business and economic conditions, or to take advantage of business opportunities.

Companies in which C-SPEF may invest, either directly or through Portfolio Funds, may face intense competition, including competition from companies with far greater financial resources, more extensive development, manufacturing, marketing and other capabilities, and a larger number of qualified managerial and technical personnel.

●

Buyout Investment Risks. Buyout transactions may result in new enterprises that are subject to extreme volatility, require time for maturity and may require additional capital. In addition, they frequently rely on borrowing significant amounts of capital, which can increase profit potential but at the same time increase the risk of loss. Leveraged companies may be subject to restrictive financial and operating covenants. The leverage may impair the ability of these companies to finance their future operations and capital needs. Also, their flexibility to respond to changing business and economic conditions and to business opportunities may be limited. A leveraged company's income and net assets will tend to increase or decrease at a greater rate than if borrowed money was not used. Although these investments may offer the opportunity for significant gains, such buyout investments involve a high degree of business and financial risk that can result in substantial losses, which risks generally are greater than the risks of investing in public companies that may not be as leveraged.

●

Growth Investment Risks. Growth investments are in private companies that have limited operating history, are attempting to develop or commercialize unproven technologies or to implement novel business plans or are not otherwise developed sufficiently to be self-sustaining financially or to become public. Although these investments may offer the opportunity for significant gains, such investments involve a high degree of business and financial risk that can result in substantial losses, which risks generally are greater than the risks of investing in public or private companies that may be at a later stage of development. Investments in special situations companies can present greater risks than investments in companies not experiencing special situations, and C-SPEF's performance could be adversely impacted if its investments in such companies decline or fail to appreciate in value.

●

Special Situations Risks. The special situations strategies invest in companies that may be in transition, out of favor, financially leveraged, stressed or distressed, or potentially troubled and may be or have recently been involved in major strategic actions, restructurings, bankruptcy, reorganization, or liquidation. These companies may be experiencing, or are expected to experience, financial difficulties that may never be overcome. The securities of such companies are likely to be particularly risky investments although they also may offer the potential for correspondingly high returns. Such companies' securities may be considered speculative, and the ability of such companies to pay their debts on schedule could be affected by adverse interest rate movements, changes in the general economic climate, economic factors affecting a particular industry or specific developments within such companies. Such investments could, in certain circumstances, subject a Portfolio Fund or C-SPEF to certain additional potential liabilities. For example, under certain circumstances, a lender who has inappropriately exercised control of the management and policies of a debtor may have its claims subordinated, or disallowed, or may be found liable for damages suffered by parties as a result of such actions. In addition, under certain circumstances, payments by such companies to us could be required to be returned if any such payment is later determined to have been a fraudulent conveyance or a preferential payment. Numerous other risks also arise in the workout and bankruptcy contexts. In addition, there is no minimum credit standard that is a prerequisite to an investment in any instrument and a significant portion of the obligations and preferred stock acquired in special situations investments may be rated below investment grade or unrated.

Competition for Access to Private Equity Investments Opportunities

The Adviser and its affiliates seek to maintain excellent relationships with Portfolio Fund Managers with which they have previously invested. However, because of the number of investors seeking to gain access to the top performing investment funds, direct investments, and other vehicles through secondary transactions, there can be no assurance that the Adviser will be able to secure interests on behalf of C-SPEF in all of the investment opportunities that it identifies for C-SPEF, or that the size of the interests available to C-SPEF will be as large as the Adviser would desire. Moreover, as a registered investment company, C-SPEF will be required to make certain public disclosures and regulatory filings regarding its operations, financial status, portfolio holdings, etc. While these filings are designed to enhance investor protections, Portfolio Fund Managers and certain private companies may view such filings as contrary to their business interests and deny access to C-SPEF; but may permit other, non-registered funds or accounts, managed by the Adviser or its affiliates, to invest. As a result, C-SPEF may not be invested in certain Co-Investments or Portfolio Funds that are held by other unregistered funds or accounts managed by the Adviser or its affiliates, even though those investments would be consistent with C-SPEF's investment objective.

In addition, certain provisions of the 1940 Act prohibit C-SPEF from engaging in transactions with the Adviser and its affiliates; however, unregistered funds also managed by the Adviser are not prohibited from the same transactions. The 1940 Act also imposes significant limits on co-investments with affiliates of C-SPEF. The Adviser and C-SPEF have received an exemptive order from the SEC that permits C-SPEF to engage in certain privately negotiated investments alongside its affiliates. The exemptive order contains certain conditions that may limit or restrict C-SPEF's ability to participate in such negotiated investments or may require that C-SPEF participate in such negotiated investments to a lesser extent than the Adviser would desire. An inability to receive the desired allocation to potential investments may affect C-SPEF's ability to achieve the desired investment returns.

Portfolio Fund Risks

C-SPEF's investments in Portfolio Funds are subject to a number of risks. Portfolio Fund interests are expected to be illiquid, their marketability may be restricted and the realization of investments from them may take considerable time and/or be costly. Some of the Portfolio Funds in which C-SPEF invests may have only limited operating histories. Although the Adviser will seek to receive detailed information from each Portfolio Fund regarding its business strategy and any performance history, in most cases the Adviser will have little or no means of independently verifying this information. In addition, Portfolio Funds may have little or no near-term cash flow available to distribute to investors, including C-SPEF. Due to the pattern of cash flows in Portfolio Funds and the illiquid nature of their investments, investors typically will see negative returns in the early stages of Portfolio Funds. Then as investments are able to realize liquidity events, such as a sale or initial public offering, positive returns will be realized if the Portfolio Fund's investments are successful.

Portfolio Fund interests are ordinarily valued based upon valuations provided by the Portfolio Fund Managers, which may be received on a delayed basis. Certain securities in which the Portfolio Funds invest may not have a readily ascertainable market price and are fair valued by the Portfolio Fund Managers. A Portfolio Fund Manager may face a conflict of interest in valuing such securities because their values may have an impact on the Portfolio Fund Manager's compensation. The Adviser will review and perform due diligence on the valuation procedures used by each Portfolio Fund Manager and monitor the returns provided by the Portfolio Funds. However, neither the Adviser nor the Board can confirm the accuracy of valuations provided by Portfolio Fund Managers. Inaccurate valuations provided by Portfolio Funds could materially adversely affect the value of Shares.

C-SPEF will pay asset-based fees, and, in most cases, will be subject to performance-based fees in respect of its interests in Portfolio Funds. Such fees and performance-based compensation are in addition to the Advisory Fee. In addition, performance-based fees charged by Portfolio Fund Managers may create incentives for the Portfolio Fund Managers to make risky investments, and may be payable by C-SPEF to a Portfolio Fund Manager based on a Portfolio Fund's positive returns even if C-SPEF's overall returns are negative.

Moreover, a Shareholder in C-SPEF will indirectly bear a proportionate share of the fees and expenses of the Portfolio Funds, in addition to its proportionate share of the expenses of C-SPEF. Thus, a Shareholder in C-SPEF may be subject to higher operating expenses than if the Shareholder invested in the Portfolio Funds directly. In addition, because of the deduction of the fees payable by C-SPEF to the Adviser and other expenses payable directly by C-SPEF from amounts distributed to C-SPEF by the Portfolio Funds, the returns to a Shareholder in C-SPEF will be lower than the returns to a direct investor in the Portfolio Funds. Fees and expenses of C-SPEF and the Portfolio Funds will generally be paid regardless of whether C-SPEF or Portfolio Funds produce positive investment returns. Shareholders could avoid the additional level of fees and expenses of C-SPEF by investing directly with the Portfolio Funds, although access to many Portfolio Funds may be limited or unavailable, particularly as a secondary investment, and may not be permitted for investors who do not meet the substantial minimum net worth and other criteria for direct investment in Portfolio Funds.

There is a risk that C-SPEF may be precluded from acquiring an interest in certain Portfolio Funds due to regulatory implications under the 1940 Act or other laws, rules and regulations or may be limited in the amount it can invest in voting securities of Portfolio Funds. The Adviser also may refrain from including a Portfolio Fund in C-SPEF's portfolio in order to address adverse regulatory implications that would arise under the 1940 Act for C-SPEF if such an investment was made. In addition, the SEC has adopted Rule 18f-4 under the 1940 Act, which, among other things, may impact the ability of C-SPEF to enter into unfunded commitment agreements, such as a capital commitment to a Portfolio Fund or as part of a Co-Investment. In addition, C-SPEF's ability to invest may be affected by considerations under other laws, rules or regulations. Such regulatory restrictions, including those arising under the 1940 Act, may cause C-SPEF to invest in different Portfolio Funds or Co-Investments than other clients of the Adviser.

If C-SPEF fails to satisfy any capital call by a Portfolio Fund in a timely manner, it will typically be subject to significant penalties, including the complete forfeiture of C-SPEF's investment in the Portfolio Fund. Any failure by C-SPEF to make timely capital contributions may impair the ability of C-SPEF to pursue its investment program, cause C-SPEF to be subject to certain penalties from the Portfolio Funds or otherwise impair the value of C-SPEF's investments.

The governing documents of a Portfolio Fund generally are expected to include provisions that would enable the fund sponsor, the manager, or a majority in interest (or higher percentage) of a Portfolio Fund's limited partners or members, under certain circumstances, to terminate the Portfolio Fund prior to the end of its stated term. Early termination of a Portfolio Fund in which C-SPEF is invested may result in C-SPEF having distributed to it a portfolio of immature and illiquid securities, or C-SPEF's inability to invest all of its capital as anticipated, either of which could have a material adverse effect on the performance of C-SPEF.

Although C-SPEF will be an investor in a Portfolio Fund, Shareholders will not themselves be equity holders of that Portfolio Fund and will not be entitled to enforce any rights directly against the Portfolio Fund or the Portfolio Fund Manager or assert claims directly against any Portfolio Funds, the Portfolio Fund Managers or their respective affiliates. Shareholders will have no right to receive the information issued by the Portfolio Funds that may be available to C-SPEF as an investor in the Portfolio Funds. In addition, Portfolio Funds generally are not registered as investment companies under the 1940 Act; therefore, C-SPEF, as an investor in Portfolio Funds, will not have the benefit of the protections afforded by 1940 Act. Portfolio Fund Managers may not be registered as investment advisers under the Advisers Act, in which case C-SPEF, as an investor in Portfolio Funds managed by such Portfolio Fund Managers, will not have the benefit of certain of the protections afforded by the Advisers Act.

Undrawn commitments to Portfolio Funds generally are not immediately invested. Instead, committed amounts are drawn down by Portfolio Funds and invested over time, as underlying investments are identified-a process that may take a period of several years, with limited ability to predict with precision the timing and amount of each Portfolio Fund's drawdowns. During this period, investments made early in a Portfolio Fund's life are often realized (generating distributions) even before the committed capital has been fully drawn. In addition, many Portfolio Funds do not draw down 100% of committed capital, and historic trends and practices can inform the Adviser as to when it can expect to no longer need to fund capital calls for a particular Portfolio Fund. Accordingly, the Adviser may make investments and commitments based, in part, on anticipated future capital calls and distributions from Portfolio Funds. This may result in C-SPEF making commitments to Portfolio Funds in an aggregate amount that exceeds the total amounts invested by Shareholders in C-SPEF at the time of such commitment (i.e., to "over-commit"). To the extent that C-SPEF engages in an "over-commitment" strategy, the risk associated with C-SPEF defaulting on a commitment to a Portfolio Fund will increase. C-SPEF will maintain cash, cash equivalents, borrowings or other liquid assets in sufficient amounts, in the Adviser's judgment, to satisfy capital calls from Portfolio Funds.

Portfolio Funds' Underlying Investments

The investments made by the Portfolio Funds will entail a high degree of risk and in most cases be highly illiquid and difficult to value. Unless and until those investments are sold or mature into marketable securities, they will remain illiquid. As a general matter, companies in which the Portfolio Fund invests may face intense competition, including competition from companies with far greater financial resources; more extensive research, development, technological, marketing and other capabilities; and a larger number of qualified managerial and technical personnel.

A Portfolio Fund Manager may focus on a particular industry or sector, which may subject the Portfolio Fund, and thus C-SPEF, to greater risk and volatility than if investments had been made in issuers in a broader range of industries. Likewise, a Portfolio Fund Manager may focus on a particular country or geographic region, which may subject the Portfolio Fund, and thus C-SPEF, to greater risk and volatility than if investments had been made in issuers in a broader range of geographic regions. In addition, Portfolio Funds may establish positions in different geographic regions or industries that, depending on market conditions, could experience offsetting returns.

C-SPEF will not obtain or seek to obtain any control over the management of any portfolio company in which any Portfolio Fund may invest. The success of each investment made by a Portfolio Fund will largely depend on the ability and success of the management of the portfolio companies in addition to economic and market factors.

Risks Associated with Secondary Transactions

C-SPEF will acquire interests in Private Equity Investments through Secondary Transactions with existing investors in such investments (and not from the issuers of such investments). In such instances, as C-SPEF will not be acquiring such interests directly from the issuer, C-SPEF generally will have to accept that it will hold a non-controlling interest and it is generally not expected that C-SPEF will have the opportunity to participate in structuring and/or negotiate the terms of the underlying interests being acquired, other than the purchase price, or other special rights or privileges, including the ability to determine the terms under which such investments will be made. There can be no assurance as to the number of investment opportunities that will be presented to C-SPEF.

In addition, valuation of investments in Private Equity Investments acquired through Secondary Transactions may be difficult, as there generally will be no established market for such investments or for the privately-held portfolio companies in which such Portfolio Funds may own securities. Moreover, the purchase price of such Portfolio Funds generally will be subject to negotiation with the sellers of the interests and there is no assurance that C-SPEF will be able to purchase interests at attractive discounts to net asset value, or at all. The overall performance of C-SPEF will depend in large part on the acquisition price paid by C-SPEF for its investment in Private Equity Investments acquired through Secondary Transactions, the structure of such acquisitions and the overall success of the Portfolio Fund.

There is significant competition for existing interests in Private Equity Investments. Many institutional investors, including fund-of-funds entities, as well as existing investors of Portfolio Funds may seek to purchase interests in the same Portfolio Fund, Direct Investment or Co-Investment which C-SPEF may also seek to purchase. Over the past several years, an increasing number of investment funds that acquire interests in portfolio funds and co-investments through secondary transactions and other capital pools targeted at the secondaries sector have been formed, and additional capital will likely be directed at this sector in the future. Other investment funds and other institutions currently in existence or organized in the future may adopt C-SPEF's strategy wholly or in part and compete with C-SPEF. Some of these funds and institutions may have greater access to investment opportunities and greater ability to complete investments than C-SPEF, or may have different return criteria than C-SPEF, any of which could afford them a competitive advantage. Higher valuations and increased liquidity and return of capital in the private equity investments market may result in fewer attractive investment opportunities being available for C-SPEF. Regulatory changes affecting large financial institutions and other potential sellers of investments in the market have been another important aspect of overall conditions in this market, and the future pace and direction of such changes may adversely impact the availability of opportunities to funds such as C-SPEF. While the market as a whole is widely expected to grow, competition from other market participants will limit the number, and possibly the range, of investment opportunities available to C-SPEF. In addition, increasing competition may have unfavorable implications for the pricing and other terms of potential investments. Although the Adviser and/or its affiliates have been successful in sourcing suitable investments in the past, C-SPEF may be unable to find a sufficient number of attractive opportunities to implement its investment strategy or achieve its investment objectives.

In addition, some Portfolio Fund Managers have become more selective by adopting policies or practices that exclude certain types of investors, such as fund-of-funds. These Portfolio Fund Managers also may be partial to Portfolio Funds interests being purchased by existing investors of their Portfolio Funds. In addition, some secondary opportunities may be conducted pursuant to a specified methodology (such as a right of first refusal granted to existing investors or a so-called "Dutch auction," where the price of the investment is lowered until a bidder bids and that first bidder purchases the investment, thereby limiting a bidder's ability to compete for price) which can restrict the availability of those opportunities for C-SPEF. No assurance can be given that C-SPEF will be able to identify existing interests in Private Equity Investments that satisfy C-SPEF's investment objective or, if C-SPEF is successful in identifying such interests, that C-SPEF will be permitted to acquire, or to acquire in the amounts desired, such interests through Secondary Transactions.

At times, C-SPEF may have the opportunity to acquire a portfolio of Portfolio Fund interests from a seller, on an "all or nothing" basis. In some such cases, certain of the Portfolio Fund interests may be less attractive than others, and certain of the Portfolio Fund Managers may be more familiar to the Adviser than others or may be more experienced or highly regarded than others. In such cases, it may not be possible for C-SPEF to carve out from such purchases those Portfolio Funds and/or Co-Investments which the Adviser considers (for commercial, tax legal or other reasons) less attractive.

In the cases where C-SPEF acquires an interest in a Portfolio Fund through a Secondary Transaction, C-SPEF may acquire contingent liabilities of the seller of such interest. More specifically, where the seller has received distributions from the Portfolio Fund and, subsequently, that Portfolio Fund recalls one or more of these distributions, C-SPEF (as the purchaser of the interest to which such distributions are attributable and not the seller) may be obligated to return the monies equivalent to such distribution to the Portfolio Fund. While C-SPEF may, in turn, make a claim against the seller for any such monies so paid, there can be no assurances that C-SPEF would prevail on such claim.

Regulatory Changes Affecting Private Equity Funds

Legal, tax and regulatory changes could occur that may adversely affect or impact C-SPEF at any time. The legal, tax and regulatory environment for private equity funds is evolving, and changes in the regulation and market perception of such funds, including changes to existing laws and regulations and increased criticism of the private equity and alternative asset industry by regulators and politicians and market commentators, may materially adversely affect the ability of Portfolio Funds to pursue their investment strategies. In recent years, market disruptions and the dramatic increase in capital allocated to alternative investment strategies have led to increased governmental, regulatory and self-regulatory scrutiny of the private equity and alternative investment fund industry in general, and certain legislation proposing greater regulation of the private equity and alternative investment fund management industry periodically is being and may in the future be considered or acted upon by governmental or self-regulatory bodies of both U.S. and in non-U.S. jurisdictions. It is impossible to predict what, if any, changes might be made in the future to the regulations affecting: private equity funds generally; the Portfolio Funds; the Portfolio Fund Managers; the markets in which they operate and invest; and/or the counterparties with which they do business. It is also impossible to predict what the effect of any such legislative or regulatory changes might be. Any regulatory changes that adversely affect a Portfolio Fund's ability to implement its investment strategies could have a material adverse impact on the Portfolio Fund's performance, and thus on C-SPEF's performance.

In-Kind Distributions from Portfolio Funds

C-SPEF may receive in-kind distributions of securities from Portfolio Funds. There can be no assurance that securities distributed in kind by Portfolio Funds to C-SPEF will be readily marketable or saleable, and C-SPEF may be required to hold such securities for an indefinite period and/or may incur additional expense in connection with any disposition of such securities.

Co-Investments Risks

C-SPEF's investment portfolio will include Co-Investments. C-SPEF's ability to realize a profit on such Co-Investments will be particularly reliant on the expertise of the lead investor in the transaction. Many entities compete with C-SPEF in pursuing Co-Investments. Accordingly, there can be no assurance that C-SPEF will be given Co-Investments opportunities, or that any specific Co-Investment offered to C-SPEF would be appropriate or attractive to C-SPEF in the Adviser's judgment. The market for Co-Investments opportunities is competitive and may be limited, and the Co-Investments opportunities to which C-SPEF wishes to allocate assets may not be available at any given time. Competitors may have higher risk tolerances or different risk assessments, which could allow them to consider a wider variety of, or different structures for, private investments than C-SPEF. Furthermore, many competitors are not subject to the regulatory restrictions that the 1940 Act imposes on C-SPEF. As a result of this competition and regulatory restrictions, C-SPEF may not be able to pursue attractive Co-Investments opportunities from time to time.

In addition, due diligence will be conducted on Co-Investments opportunities; however, the Adviser may not have the ability to conduct the same level of due diligence applied to other investments. In addition, the Adviser may have little to no opportunities to negotiate the terms of such Co-Investments. C-SPEF generally will rely on the Portfolio Fund Manager or sponsor offering such Co-Investments opportunity to perform most of the due diligence on the relevant portfolio company and to negotiate terms of the Co-Investment.

C-SPEF's ability to dispose of Co-Investments may be severely limited, both by the fact that the securities are expected to be unregistered and illiquid and by contractual restrictions that may limit, preclude or require certain approvals for C-SPEF to sell such investment. Co-Investments may be heavily negotiated and, therefore, C-SPEF may incur additional legal and transaction costs in connection therewith.

Risks Associated with Direct Investing Alongside Other Parties

Direct investing alongside one or more other parties in an investment (i.e., as a co-investor) involves risks that may not be present in investments made by lead or sponsoring private equity investors, including the possibilities that (i) another investor's interests or the interests of the manager of the vehicle through which such investor is making a co-investment are inconsistent with those of C-SPEF or (ii) another investor or the manager of the vehicle through which such investor is making a co-investment may be able to take actions contrary to C-SPEF's investment policies or may become bankrupt or otherwise default on its obligation.

In addition, in order to take advantage of Co-Investments opportunities as a co-investor, C-SPEF generally will have to accept that it will hold a non-controlling interest, for example, by becoming a limited partner in a partnership that is controlled by the general partner or manager of the private equity fund offering the Co-Investment, on a co-investor basis, to C-SPEF. In this event, C-SPEF would have less control over the investment and may be adversely affected by actions taken by such general partner or manager with respect to the portfolio company and C-SPEF's investment in it. C-SPEF may not have the opportunity to participate in structuring investments or to determine the terms under which such investments will be made.

In addition, C-SPEF may in certain circumstances be liable for the actions of its third-party co-venturers. Co-Investments made with third parties in joint ventures or other entities also may involve carried interests and/or other fees payable to such third party partners or co-venturers. There can be no assurance that appropriate minority shareholder rights will be available to C-SPEF or that such rights will provide sufficient protection to C-SPEF's interests.

Loans to Private Companies. C-SPEF may invest in loans to private and middle market companies, including:

●

Mezzanine Securities. C-SPEF may invest in mezzanine loans. Structurally, mezzanine loans usually rank subordinate in priority of payment to senior debt, such as senior bank debt, and are often unsecured. However, mezzanine loans rank senior to common and preferred equity in a borrower's capital structure. Mezzanine debt is often used in leveraged buyout and real estate finance transactions. Typically, mezzanine loans have elements of both debt and equity instruments, offering the fixed returns in the form of interest payments associated with senior debt, while providing lenders an opportunity to participate in the capital appreciation of a borrower, if any, through an equity interest. This equity interest typically takes the form of warrants. Due to their higher risk profile and often less restrictive covenants as compared to senior loans, mezzanine loans generally earn a higher return than senior secured loans. Mezzanine investments are usually unsecured and subordinate to other obligations of the issuer.

●

First and Second Lien Senior Secured Loans. C-SPEF may invest in first or second lien financings where different lenders have liens on the same collateral. Pursuant to an intercreditor agreement, the two lender groups agree that the first lien lenders have a senior priority lien and therefore recover first on the value of the collateral. There may be little or no collateral for the second lien holders.

●

Second Lien Loans Risk. C-SPEF may invest in second lien or other subordinated or unsecured floating rate and fixed rate loans or debt ("Second Lien Loans"). Second Lien Loans generally are subject to similar risks as those associated with investments in Senior Loans. Because Second Lien Loans are subordinated or unsecured and thus lower in priority of payment to Senior Loans, they are subject to the additional risk that the cash flow of the Borrower and property securing the loan or debt, if any, may be insufficient to meet scheduled payments after giving effect to the senior secured obligations of the Borrower. This risk is generally higher for subordinated unsecured loans or debt, which are not backed by a security interest in any specific collateral. Second Lien Loans generally have greater price volatility than Senior Loans and may be less liquid. Second Lien Loans share the same risks as other below investment grade securities.

●

Subordinated Debt. C-SPEF may invest in a subordinated debt financing where there are two separate groups of lenders. The junior lenders contractually subordinate their loans and agree not to receive payment on their loans until the senior debt is repaid. There may be little or no collateral left for the subordinated debt holders after the senior debt is paid.

●

Senior Loan Risk. C-SPEF may invest in senior floating rate and fixed rate loans or debt ("Senior Loans"). Senior Loans typically hold the most senior position in the capital structure of the issuing entity, are typically secured with specific collateral and typically have a claim on the assets and/or stock of the borrower that is senior to that held by subordinated debt holders and stockholders of the borrower. C-SPEF's investments in Senior Loans are typically below investment grade and are considered speculative because of the credit risk of their issuer. The risks associated with Senior Loans are similar to the risks of below investment grade fixed income securities, although Senior Loans are typically senior and secured in contrast to other below investment grade fixed income securities, which are often subordinated and unsecured. Senior Loans' higher standing has historically resulted in generally higher recoveries in the event of a corporate reorganization. In addition, because their interest payments are typically adjusted for changes in short-term interest rates, investments in Senior Loans generally have less interest rate risk than other below investment grade fixed income securities, which may have fixed interest rates.

There is less readily available, reliable information about most Senior Loans than is the case for many other types of securities. In addition, there is no minimum rating or other independent evaluation of a borrower or its securities limiting C-SPEF's investments, and the Adviser relies primarily on its own evaluation of a borrower's credit quality rather than on any available independent sources. As a result, C-SPEF is particularly dependent on the analytical ability of the Adviser.

C-SPEF may invest in Senior Loans rated below investment grade, which are considered speculative because of the credit risk of their issuers. Such companies are more likely to default on their payments of interest and principal owed to C-SPEF, and such defaults could reduce C-SPEF's net asset value and income distributions. An economic downturn generally leads to a higher non-payment rate and a Senior Loan may lose significant value before a default occurs. Moreover, any specific collateral used to secure a Senior Loan may decline in value or become illiquid, which would adversely affect the Senior Loan's value.

No active trading market may exist for certain Senior Loans, which may impair the ability of C-SPEF to realize full value in the event of the need to sell a Senior Loan and may make it difficult to value Senior Loans. Adverse market conditions may impair the liquidity of some actively traded Senior Loans, meaning that C-SPEF may not be able to sell them quickly at a fair price. To the extent that a secondary market does exist for certain Senior Loans, the market may be subject to irregular trading activity, wide bid/ask spreads and extended trade settlement periods. Illiquid investments are also difficult to value.

Although the Senior Loans in which C-SPEF may invest generally will be secured by specific collateral, there can be no assurances that liquidation of such collateral would satisfy the borrower's obligation in the event of non-payment of scheduled interest or principal or that such collateral could be readily liquidated. In the event of the bankruptcy of a borrower, C-SPEF could experience delays or limitations with respect to its ability to realize the benefits of the collateral securing a Senior Loan. If the terms of a Senior Loan do not require the borrower to pledge additional collateral in the event of a decline in the value of the already pledged collateral, C-SPEF will be exposed to the risk that the value of the collateral will not at all times equal or exceed the amount of the borrower's obligations under the Senior Loans. To the extent that a Senior Loan is collateralized by stock in the borrower or its subsidiaries, such stock may lose all of its value in the event of the bankruptcy of the borrower. Uncollateralized Senior Loans involve a greater risk of loss. Some Senior Loans are subject to the risk that a court, pursuant to fraudulent conveyance or other similar laws, could subordinate the Senior Loans to presently existing or future indebtedness of the borrower or take other action detrimental to lenders, including C-SPEF. Such court action could under certain circumstances include invalidation of Senior Loans.

Senior Loans are subject to legislative risk. If legislation or state or federal regulations impose additional requirements or restrictions on the ability of financial institutions to make loans, the availability of Senior Loans for investment by C-SPEF may be adversely affected. In addition, such requirements or restrictions could reduce or eliminate sources of financing for certain borrowers. This would increase the risk of default. If legislation or federal or state regulations require financial institutions to increase their capital requirements this may cause financial institutions to dispose of Senior Loans that are considered highly levered transactions. Such sales could result in prices that, in the opinion of the Adviser, do not represent fair value. If C-SPEF attempts to sell a Senior Loan at a time when a financial institution is engaging in such a sale, the price C-SPEF could receive for the Senior Loan may be adversely affected.

C-SPEF may acquire Senior Loan assignments or participations. The purchaser of an assignment typically succeeds to all the rights and obligations of the assigning institution and becomes a lender under the credit agreement with respect to the debt obligation; however, the purchaser's rights can be more restricted than those of the assigning institution, and, in any event, C-SPEF may not be able to unilaterally enforce all rights and remedies under the loan and with regard to any associated collateral. A participation typically results in a contractual relationship only with the institution participating out the interest, not with the borrower. In purchasing participations, C-SPEF generally will have no right to enforce compliance by the borrower with the terms of the loan agreement against the borrower and C-SPEF may not directly benefit from the collateral supporting the debt obligation in which it has purchased the participation. As a result, C-SPEF will be exposed to the credit risk of both the borrower and the institution selling the participation.

C-SPEF's investments in Senior Loans may be subject to lender liability risk. Lender liability refers to a variety of legal theories generally founded on the premise that a lender has violated a duty of good faith, commercial reasonableness and fair dealing or a similar duty owed to the borrower, or has assumed an excessive degree of control over the borrower resulting in the creation of a fiduciary duty owed to the borrower or its other creditors or shareholders. Because of the nature of its investments, C-SPEF may be subject to allegations of lender liability. In addition, under common law principles that in some cases form the basis for lender liability claims, a court may elect to subordinate the claim of the offending lender or bondholder to the claims of the disadvantaged creditor or creditors.

●

Unitranche Debt. C-SPEF may invest in unitranche financing. This is a unique debt structure that involves a single layer of senior secured debt, without a separate subordinated debt financing. Unitranche financing combines multiple debt tranches into a single financing. Unlike the traditional senior/subordinated debt structures, a unitranche financing has a single credit agreement and security agreement, signed by all of the lenders and the borrower. In a classic unitranche structure, the single credit agreement provides for a single tranche of term loans with the borrower paying a single interest rate to all lenders. The interest rate is a "blended" rate which is often higher than, or about the same as, the interest rate of traditional senior debt, but lower than the interest rate for traditional second lien or subordinated debt. Unitranche structures are growing more complicated and some provide for multiple tranches of term loans and a revolving loan facility, and even multiple, separate unitranche facilities. In some unitranche deals with multiple tranches of term loans, the tranches represent the first out and last out tranches and include separate pricing for the tranches on the face of the credit agreement. Some of these multi-tranche deals also provide for voting rules by tranche on the face of the credit agreement. In a classic unitranche structure, pricing and voting arrangements among the lenders are dealt with in the AAL. The "first out" tranche may take some or all of the collateral leaving little or none for the other tranches.

Investments in such loans to private and middle market companies involve a number of risks:

●

these companies may have limited financial resources and limited access to additional financing, which may increase the risk of their defaulting on their obligations, leaving creditors such as C-SPEF dependent on any guarantees or collateral they may have obtained;

●

these companies frequently have shorter operating histories, narrower product lines and smaller market shares than larger businesses, which render them more vulnerable to competitors'' actions and market conditions, as well as general economic downturns;

●

there may not be much information publicly available about these companies, and such information may not be reliable; and

●

these companies are more likely to depend on the leadership and management talents and efforts of a small group of persons; as a result, the death, disability, resignation or termination of one or more of these persons could have a material adverse impact on these companies'' ability to meet their obligations.

Private Credit Investments

C-SPEF may invest in the debt securities and other yield-oriented investments issued by private companies acquired in privately negotiated transactions and/or in connection with a restructuring transaction. Private credit strategies involve a variety of debt investing, which is subject to a high degree of financial risk. Private credit investments may be adversely affected by tax, legislative, regulatory, credit, political or government changes, interest rate increases and the financial conditions of issuers, which may pose significant credit risks (i.e., the risk that an issuer of a security will fail to pay principal and interest in a timely manner, reducing the associated total return) that result in issuer default. Typically, private credit investments are in restricted securities that are not traded in public markets and subject to substantial holding periods, so that C-SPEF may not be able to resell some of its holdings for extended periods, which may be several years. C-SPEF's investments are also subject to the risks associated with investing in private securities. Investments in private securities are illiquid, can be subject to various restrictions on resale, and there can be no assurance that C-SPEF will be able to realize the value of such investments in a timely manner. Additionally, private credit investments can range in credit quality depending on security-specific factors, including total leverage, amount of leverage senior to the security in question, variability in the issuer's cash flows, the size of the issuer, the quality of assets securing debt and the degree to which such assets cover the subject company's debt obligations.

Fixed-Income Securities Risks

Fixed-income securities in which C-SPEF may invest are generally subject to the following risks:

Interest Rate Risk. The market value of bonds and other fixed-income securities changes in response to interest rate changes and other factors. Interest rate risk is the risk that prices of bonds and other fixed-income securities will increase as interest rates fall and decrease as interest rates rise. There is a risk that interest rates will rise, which will likely drive down prices of bonds and other fixed-income securities. The magnitude of these fluctuations in the market price of bonds and other fixed-income securities is generally greater for those securities with longer maturities. Fluctuations in the market price of C-SPEF's investments will not affect interest income derived from instruments already owned by C-SPEF, but will be reflected in C-SPEF's net asset value. C-SPEF may lose money if short-term or long-term interest rates rise sharply in a manner not anticipated by the Adviser. Moreover, because rates on certain floating rate debt securities typically reset only periodically, changes in prevailing interest rates (and particularly sudden and significant changes) can be expected to cause some fluctuations in the net asset value of C-SPEF to the extent that it invests in floating rate debt securities.

C-SPEF may invest in variable and floating rate debt instruments, which generally are less sensitive to interest rate changes than longer duration fixed rate instruments, but may decline in value in response to rising interest rates if, for example, the rates at which they pay interest do not rise as much, or as quickly, as market interest rates in general. Conversely, variable and floating rate instruments generally will not increase in value if interest rates decline. To the extent C-SPEF holds variable or floating rate instruments, a decrease in market interest rates will adversely affect the income received from such securities, which may adversely affect the net asset value of C-SPEF's Shares.

Issuer and Spread Risk. The value of fixed-income securities may decline for a number of reasons which directly relate to the issuer, such as management performance, financial leverage, reduced demand for the issuer's goods and services, historical and prospective earnings of the issuer and the value of the assets of the issuer. In addition, wider credit spreads and decreasing market values typically represent a deterioration of a debt security's credit soundness and a perceived greater likelihood of risk or default by the issuer.

Credit Risk. Credit risk is the risk that one or more fixed-income securities in C-SPEF's portfolio will decline in price or fail to pay interest or principal when due because the issuer of the security experiences a decline in its financial status. Credit risk is increased when a portfolio security is downgraded or the perceived creditworthiness of the issuer deteriorates. To the extent C-SPEF invests in below investment grade securities, it will be exposed to a greater amount of credit risk than a fund that only invests in investment grade securities. In addition, to the extent C-SPEF uses credit derivatives, such use will expose it to additional risk in the event that the bonds underlying the derivatives default. The degree of credit risk depends on the issuer's financial condition and on the terms of the securities.

Prepayment or "Call" Risk. During periods of declining interest rates, borrowers may exercise their option to prepay principal earlier than scheduled. For fixed rate securities, such payments often occur during periods of declining interest rates, forcing C-SPEF to reinvest in lower yielding securities, resulting in a possible decline in C-SPEF's income and distributions to shareholders. This is known as prepayment or "call" risk. Below investment grade securities frequently have call features that allow the issuer to redeem the security at dates prior to its stated maturity at a specified price (typically greater than par) only if certain prescribed conditions are met (i.e., "call protection"). For premium bonds (bonds acquired at prices that exceed their par or principal value) purchased by C-SPEF, prepayment risk may be increased.

Reinvestment Risk. Reinvestment risk is the risk that income from C-SPEF's portfolio will decline if C-SPEF invests the proceeds from matured, traded or called fixed-income securities at market interest rates that are below C-SPEF portfolio's current earnings rate.

Duration and Maturity Risk. C-SPEF has no set policy regarding the duration or maturity of the fixed-income securities it may hold. In general, the longer the duration of any fixed-income securities in C-SPEF's portfolio, the more exposure C-SPEF will have to the interest rate risks described above. The Adviser may seek to adjust the portfolio's duration or maturity based on its assessment of current and projected market conditions and any other factors that the Adviser deems relevant. There can be no assurance that the Adviser's assessment of current and projected market conditions will be correct or that any strategy to adjust the portfolio's duration or maturity will be successful at any given time.

Other Investment Risks

Risks of Holding Cash, Money Market Instruments and Other Short-Term Investments

C-SPEF will, at times, including for temporary defensive purposes in times of adverse or unstable market, economic or political conditions, hold assets in cash, money market instruments and other short-term investments that may be inconsistent with its principal investment strategies and that may hurt C-SPEF's performance. C-SPEF may also hold these types of securities as interim investments pending the investment of proceeds from the sale of its Shares or the sale of its portfolio securities or to meet anticipated repurchases of its Shares. These positions may also subject C-SPEF to additional risks and costs. C-SPEF's Private Equity Investments typically will include an unfunded portion where the Fund commits to invest cash in a Portfolio Fund, special purpose vehicle or other issuer at some point in the future. These unfunded commitments generally can be drawn at the discretion of the general partner of the Portfolio Fund or other issuer subject to certain conditions (e.g., notice provisions). At times, C-SPEF expects that a significant portion of its assets will be invested in money market funds or other cash items, pending the calling of these unfunded commitments, as part of its risk management process to seek to ensure C-SPEF will have sufficient cash and cash equivalents to meet its obligations with respect to its unfunded commitments to invest cash in Portfolio Funds and special purpose vehicles that acquire Private Equity Investments as they come due.

Non-U.S. Investments Risk

C-SPEF, either directly through Co-Investments or indirectly through Portfolio Funds, may invest in companies that are organized or headquartered or have substantial sales or operations outside of the United States, its territories, and possessions. Such investments may be subject to certain additional risk due to, among other things, potentially unsettled points of applicable governing law, the risks associated with fluctuating currency exchange rates, capital repatriation regulations (as such regulations may be given effect during the term of C-SPEF or client portfolio), and the application of complex U.S. and non-U.S. tax rules to cross-border investments. The foregoing factors may increase transaction costs and adversely affect the value of C-SPEF's portfolio investments.

Additional risks of non-U.S. investments include but are not limited to: (i) economic dislocations in the host country; (ii) less publicly available information; (iii) less well-developed regulatory institutions; (iv) greater difficulty of enforcing legal rights in a non-U.S. jurisdiction, (v) economic, social and political risks, including potential exchange control regulations and restrictions on foreign investment and repatriation of capital, the risks of political, economic or social instability and the possibility of expropriation or confiscatory taxation, (vi) greater volatility, (vii) higher transaction and custody costs and (viii) the possible imposition of foreign taxes on income and gains recognized with respect to such securities. Moreover, non-U.S. portfolio investments and companies may not be subject to uniform accounting, auditing and financial reporting standards, practices and disclosure requirements comparable to those that apply to U.S. portfolio investments and companies. In addition, laws and regulations of foreign countries may impose restrictions that would not exist in the United States and may require financing and structuring alternatives that differ significantly from those customarily used in the United States. The growing interconnectivity of global economies and financial markets has increased the probability that adverse developments and conditions in one country or region will affect the stability of economies and financial markets in other countries or regions. No assurance can be given that a change in political or economic climate, or particular legal or regulatory risks, including changes in regulations regarding foreign ownership of assets or repatriation of funds or changes in taxation might not adversely affect an investment by C-SPEF.

In addition, certain foreign markets may rely heavily on particular industries or foreign capital and are more vulnerable to diplomatic developments, the imposition of economic sanctions against a particular country or countries, organizations, companies, entities and/or individuals, changes in international trading patterns, trade barriers and other protectionist or retaliatory measures. Investments in foreign markets may also be adversely affected by governmental actions such as the imposition of capital controls, nationalization of companies or industries, expropriation of assets or the imposition of punitive taxes. The governments of certain countries may prohibit or impose substantial restrictions on foreign investing in their capital markets or in certain sectors or industries. In addition, a foreign government may limit or cause delay in the convertibility or repatriation of its currency which would adversely affect the U.S. dollar value and/or liquidity of investments denominated in that currency.

Economic sanctions or other similar measures may be, and have been, imposed against certain countries, organizations, companies, entities and/or individuals. Economic sanctions and other similar measures could, among other things, effectively restrict or eliminate C-SPEF's ability to purchase or sell securities, negatively impact the value or liquidity of   C-SPEF's investments, significantly delay or prevent the settlement of C-SPEF's securities transactions, force C-SPEF to sell or otherwise dispose of investments at inopportune times or prices, or impair C-SPEF's ability to meet its investment objective or invest in accordance with its investment strategies.

Investments in Emerging Markets Risk.

C-SPEF, either directly through Co-Investments or indirectly through Portfolio Funds, may invest in companies that are organized or headquartered or have substantial sales or operations in so-called "emerging markets" (or lesser developed countries, including countries that may be considered "frontier" markets). Such investments are particularly speculative and entail all of the risks of investing in non-U.S. securities but to a heightened degree. "Emerging market" countries generally include every nation in the world except developed countries, that is, the United States, Canada, Japan, Australia, New Zealand and most countries located in Western Europe. Investments in the securities of issuers domiciled in countries with emerging capital markets involve certain additional risks that do not generally apply to investments in securities of issuers in more developed capital markets, such as (i) low or non-existent trading volume, resulting in a lack of liquidity and increased volatility in prices for such securities, as compared to securities of comparable issuers in more developed capital markets; (ii) uncertain national policies and social, political and economic instability, increasing the potential for expropriation of assets, confiscatory taxation, high rates of inflation or unfavorable diplomatic developments; (iii) possible fluctuations in exchange rates, differing legal systems and the existence or possible imposition of exchange controls, custodial restrictions or other foreign or U.S. Governmental laws or restrictions applicable to such investments; (iv) national policies that may limit C-SPEF's investment opportunities such as restrictions on investment in issuers or industries deemed sensitive to national interests; and (v) the lack or relatively early development of legal structures governing private and foreign investments and private property such as less stringent requirements regarding accounting, auditing, financial reporting and record keeping. Moreover, there is no bankruptcy proceeding by which defaulted sovereign debt may be collected in whole or in part. In addition, C-SPEF is limited in its ability to exercise its legal rights or enforce a counterparty's legal obligations in certain jurisdictions outside of the United States.

Foreign investment in certain emerging market countries may be restricted or controlled to varying degrees. These restrictions or controls may at times limit or preclude foreign investment in certain emerging market issuers and increase the costs and expenses of C-SPEF. Certain emerging market countries require governmental approval prior to investments by foreign persons in a particular issuer, limit the amount of investment by foreign persons in a particular issuer, limit the investment by foreign persons only to a specific class of securities of an issuer that may have less advantageous rights than the classes available for purchase by a domiciliary of the countries and/or impose additional taxes on foreign investors.

Emerging markets are more likely to experience hyperinflation and currency devaluations, which adversely affect returns to U.S. investors. In addition, many emerging markets have far lower trading volumes and less liquidity than developed markets. Since these markets are often small, they may be more likely to suffer sharp and frequent price changes or long-term price depression because of adverse publicity, investor perceptions or the actions of a few large investors. In addition, traditional measures of investment value used in the U.S., such as price to earnings ratios, may not apply to certain small markets. Also, there may be less publicly available information about issuers in emerging markets than would be available about issuers in more developed capital markets, and such issuers may not be subject to accounting, auditing and financial reporting standards and requirements comparable to those to which U.S. companies are subject. In certain countries with emerging capital markets, reporting standards vary widely.

Many emerging markets have histories of political instability and abrupt changes in policies and these countries may lack the social, political and economic stability characteristic of more developed countries. As a result, their governments are more likely to take actions that are hostile or detrimental to private enterprise or foreign investment than those of more developed countries, including expropriation of assets, confiscatory taxation, high rates of inflation or unfavorable diplomatic developments. In the past, governments of such nations have expropriated substantial amounts of private property, and most claims of the property owners have never been fully settled. There is no assurance that such expropriations will not reoccur. In such an event, it is possible that C-SPEF could lose the entire value of its investments in the affected market. Some countries have pervasiveness of corruption and crime that may hinder investments. Certain emerging markets may also face other significant internal or external risks, including the risk of war, and ethnic, religious and racial conflicts. In addition, governments in many emerging market countries participate to a significant degree in their economies and securities markets, which may impair investment and economic growth. National policies that may limit C-SPEF's investment opportunities include restrictions on investment in issuers or industries deemed sensitive to national interests. In such a dynamic environment, there can be no assurances that any or all of these capital markets will continue to present viable investment opportunities for C-SPEF.

Emerging markets may also have differing legal systems and the existence or possible imposition of exchange controls, custodial restrictions or other foreign or U.S. Governmental laws or restrictions applicable to such investments. Sometimes, they may lack or be in the relatively early development of legal structures governing private and foreign investments and private property. In addition to withholding taxes on investment income, some countries with emerging markets may impose differential capital gains taxes on foreign investors.

Practices in relation to settlement of securities transactions in emerging markets involve higher risks than those in developed markets, in part because C-SPEF will need to use brokers and counterparties that are less well capitalized, and custody and registration of assets in some countries may be unreliable. The possibility of fraud, negligence, undue influence being exerted by the issuer or refusal to recognize ownership exists in some emerging markets, and, along with other factors, could result in ownership registration being completely lost.

C-SPEF would absorb any loss resulting from such registration problems and may have no successful claim for compensation. In addition, communications between the United States and emerging market countries may be unreliable, increasing the risk of delayed settlements or losses of security certificates.

Foreign Currency Risk

C-SPEF may invest in or have exposure to securities denominated in, quoted in, or inherently exposed to currencies other than the U.S. dollar. Changes in foreign currency exchange rates may affect the value of securities held by C-SPEF and the unrealized appreciation or depreciation of investments. Currencies of certain countries may be volatile and therefore may affect the value of securities denominated in such currencies, which means that C-SPEF's net asset value could decline as a result of changes in the exchange rates between foreign currencies and the U.S. dollar. The Adviser may, but is not required to, elect for C-SPEF to seek to protect itself from changes in currency exchange rates through hedging transactions depending on market conditions. In certain cases, C-SPEF may not have sufficient information about the underlying currency exposure of Portfolio Funds to undertake currency hedging. In addition, certain countries, particularly emerging market countries, may impose foreign currency exchange controls or other restrictions on the transferability, repatriation or convertibility of currency.

Below Investment Grade Securities Risk

C-SPEF may invest in securities that are rated, at the time of investment, below investment grade quality (rated Ba/BB or below, or judged to be of comparable quality by the Adviser), which are commonly referred to as "high yield" or "junk" bonds and are regarded as predominantly speculative with respect to the issuer's capacity to pay interest and repay principal when due. The value of high yield, lower quality bonds is affected by the creditworthiness of the issuers of the securities and by general economic and specific industry conditions. Issuers of high yield bonds are not perceived to be as strong financially as those with higher credit ratings. These issuers are more vulnerable to financial setbacks and recession than more creditworthy issuers, which may impair their ability to make interest and principal payments. Lower grade securities may be particularly susceptible to economic downturns. It is likely that an economic recession could severely disrupt the market for such securities and may have an adverse impact on the value of such securities. In addition, it is likely that any such economic downturn could adversely affect the ability of the issuers of such securities to repay principal and pay interest thereon and increase the incidence of default for such securities.

Lower grade securities, though often high yielding, are characterized by high risk. They may be subject to certain risks with respect to the issuing entity and to greater market fluctuations than certain lower yielding, higher rated securities. The secondary market for lower grade securities may be less liquid than that for higher rated securities. Adverse conditions could make it difficult at times for C-SPEF to sell certain securities or could result in lower prices than those used in calculating C-SPEF's net asset value. Because of the substantial risks associated with investments in lower grade securities, you could lose money on your investment in C-SPEF, both in the short-term and the long-term.

The prices of fixed-income securities generally are inversely related to interest rate changes; however, below investment grade securities historically have been somewhat less sensitive to interest rate changes than higher quality securities of comparable maturity because credit quality is also a significant factor in the valuation of lower grade securities. On the other hand, an increased rate environment results in increased borrowing costs generally, which may impair the credit quality of low-grade issuers and thus have a more significant effect on the value of some lower grade securities. In addition, the current low rate environment has expanded the historic universe of buyers of lower grade securities as traditional investment grade oriented investors have been forced to accept more risk in order to maintain income. As rates rise, these recent entrants to the low-grade securities market may exit the market and reduce demand for lower grade securities, potentially resulting in greater price volatility.

In recent years, there has been a broad trend of weaker or less restrictive covenant protections in the high yield market. Among other things, under such weaker or less restrictive covenants, borrowers might be able to exercise more flexibility with respect to certain activities than borrowers who are subject to stronger or more protective covenants. For example, borrowers might be able to incur more debt, including secured debt, return more capital to shareholders, remove or reduce assets that are designated as collateral securing high yield securities, increase the claims against assets that are permitted against collateral securing high yield securities or otherwise manage their business in ways that could impact creditors negatively. In addition, certain privately held borrowers might be permitted to file less frequent, less detailed or less timely financial reporting or other information, which could negatively impact the value of the high yield securities issued by such borrowers. Each of these factors might negatively impact the high yield securities held by C-SPEF.

The ratings of Moody's Investors Service, Inc., S&P Global Inc., Fitch Ratings and other rating agencies represent their opinions as to the quality of the obligations which they undertake to rate. Ratings are relative and subjective and, although ratings may be useful in evaluating the safety of interest and principal payments, they do not evaluate the market value risk of such obligations. Although these ratings may be an initial criterion for selection of portfolio investments, the Adviser also will independently evaluate these securities and the ability of the issuers of such securities to pay interest and principal. To the extent that C-SPEF invests in lower grade securities that have not been rated by a rating agency, C-SPEF's ability to achieve its investment objective will be more dependent on the Adviser's credit analysis than would be the case when C-SPEF invests in rated securities.

C-SPEF may invest in securities rated in the lower rating categories (rated as low as D, or unrated but judged to be of comparable quality by the Adviser). For these securities, the risks associated with below investment grade instruments are more pronounced.

Leverage Utilized by C-SPEF

C-SPEF may borrow money in connection with its investment activities, to satisfy repurchase requests from Shareholders and to otherwise provide C-SPEF with liquidity. Specifically, C-SPEF may borrow money through a credit facility or other arrangements to fund investments in Private Equity Investments up to the limits prescribed by the 1940 Act. C-SPEF may also borrow money through a credit facility or other arrangements to manage timing issues in connection with the acquisition of its investments (e.g., to provide C-SPEF with temporary liquidity to acquire investments in Private Equity Investments in advance of C-SPEF's receipt of proceeds from the realization of other Private Equity Investments or additional sales of Shares).

On June 3, 2024, the Fund entered into a senior secured credit agreement (the "Revolving Credit Facility") with the Royal Bank of Canada, New York Branch (the "Lender"). The amount of the Revolving Credit Facility was initially $60 million, later increased to $100 million during the period and extended to February 27, 2026, and is renewable annually. The Revolving Credit Facility provides the Fund a revolving line of credit to satisfy repurchase requests, to meet capital calls and cover unfunded commitments, and to otherwise provide the Fund with short-term working capital and bridge timing of acquisitions of Investment Funds in advance of the receipt of investor subscriptions. Borrowings on the Revolving Credit Facility are collateralized by all assets of the Fund.

The Revolving Credit Facility has an interest rate at the secured overnight financing rate plus a margin of between 1.35 to 1.65% per annum, and a facility fee of between 1.10% and 1.40% per annum. In connection with the Revolving Credit Facility, the Fund incurred an arrangement fee of 0.25%, later reset down to 0.10%, which is recorded as deferred financing costs in the Consolidated Statements of Assets and Liabilities and is being amortized over the term of the Revolving Credit Facility using the straight-line method in the Consolidated Statement of Operations.

The use of leverage is speculative and involves certain risks. Although leverage will increase C-SPEF's investment return if C-SPEF's interest in a Private Equity Investment purchased with borrowed funds earns a greater return than the interest expense C-SPEF pays for the use of those funds, leverage magnifies C-SPEF's exposure to declines in the value of one or more underlying reference assets or creates investment risk with respect to a larger pool of assets than C-SPEF would otherwise have and may be considered a speculative technique. The value of an investment in C-SPEF will be more volatile, and other risks tend to be compounded if and to the extent C-SPEF borrows or uses derivatives or other investments that have embedded leverage. The use of leverage will decrease the return on C-SPEF if C-SPEF fails to earn as much on its investment purchased with borrowed funds as it pays for the use of those funds. The use of leverage will in this way magnify the volatility of changes in the value of an investment in C-SPEF, especially in times of a "credit crunch" or during general market turmoil. C-SPEF may be required to maintain minimum average balances in connection with its borrowings or to pay a commitment or other fee to maintain a line of credit; either of these requirements would increase the cost of borrowing over the stated interest rate. In addition, a lender to C-SPEF may terminate or refuse to renew any credit facility into which C-SPEF has entered. If C-SPEF is unable to access additional credit, it may be forced to sell its interests in Investment Funds at inopportune times, which may further depress C-SPEF's returns.

The 1940 Act requires a registered investment company to satisfy an asset coverage requirement of 300% of its indebtedness, including amounts borrowed, measured at the time the investment company incurs the indebtedness. This requirement means that the value of the investment company's total indebtedness may not exceed one third of the value of its total assets (including the indebtedness). The 1940 Act also requires that dividends may not be declared if this asset coverage requirement is breached. C-SPEF's borrowings will at all times be subject to the 1940 Act's asset coverage requirement.

Decision-Making Authority Risk

Shareholders have no authority to make decisions or to exercise business discretion on behalf of C-SPEF, except as set forth in C-SPEF's governing documents. The authority for all such decisions is generally delegated to the Board, which in turn, has delegated the day-to-day management of C-SPEF's investment activities to the Adviser, subject to oversight by the Board.

Recent Markets Fluctuations and Changes

General fluctuations in the market prices of securities may affect the value of C-SPEF's investments. Instability in the securities markets also may increase the risks inherent in C-SPEF's investments. Stresses associated with the 2008 financial crisis in the United States and global economies peaked approximately a decade ago, but periods of unusually high volatility in the financial markets and restrictive credit conditions, sometimes limited to a particular sector or a geography, continue to recur. Some countries, including the United States, have adopted and/or are considering the adoption of more protectionist trade policies, a move away from the tighter financial industry regulations that followed the financial crisis, and/or substantially reducing corporate taxes. The exact shape of these policies is still being considered, but the equity and debt markets may react strongly to expectations of change, which could increase volatility, especially if the market's expectations are not borne out. A rise in protectionist trade policies, and the possibility of changes to some international trade agreements, could affect the economies of many nations in ways that cannot necessarily be foreseen at the present time. In addition, geopolitical and other risks, including environmental and public health, may add to instability in world economies and markets generally. Economies and financial markets throughout the world are becoming increasingly interconnected. As a result, whether or not C-SPEF invests in securities of issuers located in or with significant exposure to countries experiencing economic, political and/or financial difficulties, the value and liquidity of C-SPEF's investments may be negatively affected by such events.

The U.S. and other developed economies have recently experienced much higher than normal inflation rates, which have had, and may continue to have (if such conditions persist for longer than expected), negative effects on economies and financial markets, particularly in emerging economies. For example, if Portfolio Funds in which C-SPEF invests are unable to increase their revenue in times of higher inflation, their profitability may be adversely affected. In an attempt to stabilize inflation, countries may impose wage and price controls or otherwise intervene in the economy. Governmental and central bank efforts to curb inflation often have negative effects on the level of economic activity. As most central banks are currently engaged in a sustained effort to reduce inflation, it is possible that interest rates will continue to rise (or will remain at higher levels for longer) in various economies where C-SPEF operates, which in conjunction with intensified caution over bank lending in light of the recent events in the banking sector, could lead to further tightening of financing conditions and increased pressure on corporate funding costs. It is likely that profit margins will come under pressure as underlying companies find it more difficult to pass on higher costs of financing, which may lead to increased default rates.

Uncertainty caused by recent bank failures - and general concern regarding the financial health and outlook for other financial institutions, including smaller or regional banks - could have an overall negative effect on banking systems and financial markets generally. The recent developments (including other difficulties currently facing the market, such as higher interest rates and inflation, war in Europe and the energy crisis, the continue reverberations and costs from COVID-19, and geopolitical tensions) may also have other implications for broader economic and monetary policy, including interest rate policy. It is possible that pressure from the markets and regulators may now make banks less likely to risk new lending, which could restrict credit to underlying companies for new purchases or investments in new businesses. If credit is seen to tighten because of fears over banks, central banks may choose to slow down their recent interest rate increases aimed at fighting inflation, or to stop the increases at a lower level than they otherwise would have, causing the outcomes described in the section below.

Public Health Risks

A pandemic, epidemic or other public health crisis, or the threat thereof, may occur from time to time, which could adversely impact C-SPEF or its investments. The operations of C-SPEF and the Adviser could be adversely impacted by pandemics, epidemics or other public health crises, including through the reinstatement of any quarantine measures, business closures and suspensions, travel restrictions and health issues impacting personnel of the Adviser and service providers to C-SPEF. Disruptions to commercial activity relating to the imposition of quarantines, social distancing measures or travel restrictions (or more generally, a failure of containment efforts), as well as the impact of any public health emergency on overall supply and demand, supply chains, economic markets, goods and services, investor liquidity, consumer confidence and spending levels, and levels of economic activity, could adversely impact C-SPEF or its investments. Any such events or effects, which are highly uncertain and unpredictable, could materially and adversely affect C-SPEF's ability to implement its investment strategy or achieve its investment objectives, and could result in significant losses to C-SPEF.

Market Disruption and Geopolitical Risk

The occurrence of events similar to those in recent years, such as localized wars , instability, new and ongoing epidemics and pandemics of infectious diseases and other global health events, natural/environmental disasters, terrorist attacks in the U.S. and around the world, social and political discord, debt crises, the events in the banking sector described above, sovereign debt downgrades, increasingly strained relations between the United States and a number of foreign countries, new and continued political unrest in various countries, the exit or potential exit of one or more countries from the European Union ("EU"), continued changes in the balance of political power among and within the branches of the U.S. government, government shutdowns and other factors, may result in market volatility, may have long term effects on the U.S. and worldwide financial markets, and may cause further economic uncertainties in the U.S. and worldwide.

Ongoing global conflict involving or affecting multiple countries globally (including jurisdictions in which the Adviser's and/or Coller Capital's operations are based) have had, and are likely to continue to have, a negative impact on the economy and business activity globally (including in countries in which C-SPEF invests), and therefore could adversely affect the performance of C-SPEF's investments. The severity and duration of the conflict and its impact on global economic and market conditions are impossible to predict, and as a result, could present material uncertainty and risk with respect to C-SPEF, the performance of its investments and operations, and the ability of C-SPEF to achieve its investment objectives. Similar risks will exist to the extent that any portfolio investments, service providers, vendors or certain other parties have material operations or assets in affected areas. Investments by C-SPEF, as well as by the Portfolio Funds in which C-SPEF invests, are materially affected by conditions in the global financial markets and economic and political conditions throughout the world, such as interest rates, the availability and cost of credit, inflation rates, economic uncertainty, changes in laws, trade policies, commodity prices, tariffs, currency exchange rates and controls and national and international political circumstances (including wars and other forms of conflict, terrorist acts, and security operations) and catastrophic events such as fires, floods, earthquakes, tornadoes, hurricanes and pandemics could materially affect C-SPEF's investments to the extent it materially affects global economies or global financial markets. The occurrence of any of these above events could have a significant adverse impact on the value and risk profile of C-SPEF's portfolio. These factors are outside of C-SPEF's control and may affect the level and volatility of securities prices and the liquidity and value of C-SPEF's portfolio investments, and C-SPEF may not be able to successfully manage its exposure to these conditions, which may result in substantial losses to Shareholders.

In addition, the level of investment opportunities may decline from the Adviser's current expectations, making fewer investment opportunities available to C-SPEF (although, during a time of challenging market conditions, it is possible there could be opportunities to take larger positions in the transactions that do occur). Another possible consequence of a constrained market is that C-SPEF may take a longer than anticipated period to invest capital, as a result of which, at least for some period of time, C-SPEF may be more concentrated in a limited number of investments than expected. Consequently, during this period, the returns realized by C-SPEF (and thus the Shareholders) may be substantially adversely affected by the unfavorable performance of a small number of these investments.

Furthermore, market conditions may unfavorably impact C-SPEF's ability to secure leverage on terms as favorable as more established borrowers in the market, or to obtain any leverage on commercially feasible terms. To the extent that C-SPEF is able to secure financing for investments, increases in interest rates or in the risk spread demanded by financing sources would make the partial financing of investments with indebtedness more expensive and could limit C-SPEF's ability to structure and consummate its investments. Although the Adviser believes that the continued unfolding of the credit cycle will result in attractive investment opportunities, it may not be able to manage the timing of C-SPEF's investments in the most advantageous manner, which could result in depreciation in values. C-SPEF's investment strategy and the availability of opportunities relies in part on the continuation of certain trends and conditions observed in the financial markets and in some cases the improvement of such conditions.

United Kingdom Exit from the European Union

The United Kingdom ("UK") ceased to be a member of the EU" on January 31, 2020, an event commonly referred to as "Brexit". The UK left the EU Customs Union and Single Market on December 31, 2020 following the end of the transitional period agreed between the UK and EU. On January 1, 2021, a free trade agreement agreed between the UK and EU (the "FTA") came into force. Despite the FTA being agreed there is still uncertainty concerning many aspects of the UK's legal and economic relationship with the EU, including in relation to the provision of cross-border services, and this could cause a period of instability and market volatility, and may adversely impact business and cross-border trade between the EU and the UK. In particular, UK regulated firms in the financial sector may be adversely affected following the transition period because the FTA does not provide for continued access by UK firms to the EU single market. In time, the UK may obtain a recognition of equivalence from the EU in certain financial sectors which would enable varying degrees of access to the EU market, however this is not certain. The many and varied potential effects on UK businesses of the consequences of leaving the single market and customs union are currently unclear and may remain so for a considerable period. Furthermore, given the size and global significance of the UK's economy, there is likely to be a great deal of uncertainty about the effect of the FTA on the day-to-day operations of those businesses that either engage in the trade of goods or provision of services within the EU. This may contribute to currency fluctuations or have other adverse effects on international markets, international trade and other cross-border cooperation arrangements. It is not possible to ascertain the precise impact that Brexit and the new trading relationship under the FTA may have but any such impact could may have an adverse effect on the UK, the EU and wider global economy and also on the ability of C-SPEF and its investments to execute their respective strategies and to achieve attractive returns.

Global Developments and their Impact on Asian Economies

Many countries in Asia are heavily dependent upon international trade, and the United States and Europe remain important export markets for many economies in the region. Consequently, countries in the region may be adversely impacted by economic and political developments in other parts of the world, particularly in the case of significant contractions and weakening in demand in primary export markets or enactment of trade barriers by key trading partners. The global financial crisis in 2009 caused significant dislocations, illiquidity and volatility in the wider global credit and financial markets, including markets in Asia. While the volatility of global financial markets has largely subsided, there are rising political tensions within the region and globally, leaders in the United States and several European nations have risen to power on protectionist economic policies, and there are growing doubts about the future of global free trade. There can be no certainty that economies in the region may not be impacted by future shocks to the global economy. Further, the U.S. presidential administration and certain members of the U.S. congress have previously expressed and continue to actively express support for renegotiating international trade agreements and imposing a "border tax adjustment." In addition, both the United States and China are currently engaged in sometimes hostile negotiations regarding their intentional trade arrangements, and the each side has engaged or threaten to engage in an escalation of domestic protective measures such as tariff. Commonly referred to as a "trade war", the ongoing negotiations between the United States and China has led to significant uncertainty and volatility in the financial markets. As of the date of this Prospectus, the future of the relationship between the United States and China is uncertain, and the failure of those countries to resolve their current disputes could have materially adverse effects on the global economy. This, and/or future downturns in the global economy, significant introductions of barriers to trade or even bilateral trade frictions between the region's major trading partners and the United States or countries representing key export markets in Europe could adversely affect the financial performance of an underlying fund's investment and such underlying fund could lose both invested capital in and anticipated profits from the affected investments.

Cyber Security Risk

As the use of technology has become more prevalent in the course of business, C-SPEF has become more susceptible to operational and financial risks associated with cyber security, including: theft, loss, misuse, improper release, corruption and destruction of, or unauthorized access to, confidential or highly restricted data relating to C-SPEF and its investors; and compromises or failures to systems, networks, devices and applications relating to the operations of C-SPEF and its service providers. Cyber security risks may result in financial losses to C-SPEF and its investors; the inability of C-SPEF to transact business with its investors; delays or mistakes in the calculation of the financial data or other materials provided to investors; the inability to process transactions with investors or other parties; violations of privacy and other laws; regulatory fines, penalties and reputational damage; and compliance and remediation costs, legal fees and other expenses. C-SPEF's service providers (including, but not limited to, its investment adviser, administrator, transfer agent, and custodian or their agents), financial intermediaries, entities in which C-SPEF invests and parties with which C-SPEF engages in portfolio or other transactions also may be adversely impacted by cyber security risks in their own businesses, which could result in losses to C-SPEF or its investors. While measures have been developed which are designed to reduce the risks associated with cyber security, there is no guarantee that those measures will be effective, particularly since C-SPEF does not directly control the cyber security defenses or plans of their service providers, financial intermediaries and companies in which they invest or with which they do business.

Tax Considerations for C-SPEF

C-SPEF has elected to be treated as, and intends to continue to qualify, as a RIC for U.S. federal income tax purposes. As such, C-SPEF must satisfy, among other requirements, certain ongoing asset diversification, source-of-income and annual distribution requirements. If C-SPEF fails to qualify as a RIC it will become subject to corporate-level income tax, and the resulting corporate taxes could substantially reduce C-SPEF's net assets, the amount of income available for distributions to Shareholders, the amount of distributions and the amount of funds available for new investments. Such a failure would have a material adverse effect on C-SPEF and the Shareholders. See "Material U.S. Federal Income Tax Considerations."

Each of the aforementioned ongoing requirements for qualification of C-SPEF as a RIC requires that the Adviser obtain information from or about the underlying investments in which C-SPEF is invested. Portfolio Funds and Portfolio Fund Managers may not provide information sufficient to ensure that C-SPEF qualifies as a RIC under the Code. If C-SPEF does not receive sufficient information from Portfolio Funds or Portfolio Fund Managers, C-SPEF risks failing to satisfy the Subchapter M qualification tests and/or incurring an excise tax on undistributed income.

If, before the end of any quarter of its taxable year, C-SPEF believes that it may fail the Diversification Tests (as defined below in "Material U.S. Federal Income Tax Considerations-Qualification and Taxation as a Regulated Investment Company"), C-SPEF may seek to take certain actions to avert such a failure. However, the action frequently taken by RICs to avert such a failure, the disposition of non-diversified assets, may be difficult to pursue because of the limited liquidity of C-SPEF's investments. While relevant tax provisions afford a RIC a 30-day period after the end of the relevant quarter in which to cure a diversification failure by disposing of non-diversified assets, the constraints on C-SPEF's ability to effect a sale of an investment may limit C-SPEF's use of this cure period. In certain cases, C-SPEF may be afforded a longer cure period under applicable savings provisions, but C-SPEF may be subject to a penalty tax in connection with its use of those savings provisions. If C-SPEF fails to satisfy the Diversification Tests or other RIC requirements, C-SPEF may fail to qualify as a RIC under the Code. If C-SPEF fails to qualify as a RIC, it would become subject to a corporate-level U.S. federal income tax (and any applicable U.S. state and local taxes) and distributions to the Shareholders generally would be treated as corporate dividends. See "Material U.S. Federal Income Tax Considerations - Failure to Qualify as a Regulated Investment Company." In addition, C-SPEF is required each December to make certain "excise tax" calculations based on income and gain information that must be obtained from the Portfolio Funds or Portfolio Fund Managers. If C-SPEF does not receive sufficient information from the Portfolio Funds or Portfolio Fund Managers, it risks failing to satisfy the Subchapter M qualification tests and/or incurring an excise tax on undistributed income (in addition to the corporate income tax). C-SPEF may, however, attempt to avoid such outcomes by paying a distribution that is or is considered to be in excess of its current and accumulated earnings and profits for the relevant period (i.e., a return of capital).

In order to comply with the RIC rules or for other reasons, C-SPEF may structure its investments in a way that could increase the taxes imposed thereon or in respect thereof. For example, C-SPEF may elect to hold such investments through a U.S. or non-U.S. corporation (or other entity treated as such for U.S. tax purposes), and C-SPEF would indirectly bear any U.S. or non-U.S. taxes imposed on such corporation. C-SPEF may also be unable to make investments that it would otherwise determine to make as a result of the desire to qualify for the RIC rules.

In addition, C-SPEF may directly or indirectly invest in Portfolio Funds located outside the United States. Such Portfolio Funds may be subject to withholding taxes and other taxes in such jurisdictions with respect to their investments. In general, a U.S. person will not be able to claim a foreign tax credit or deduction for foreign taxes paid by C-SPEF. Further, adverse United States tax consequences can be associated with certain foreign investments, including potential United States withholding taxes on foreign investment entities with respect to their United States investments and potential adverse tax consequences associated with investments in any foreign corporations that are characterized for U.S. federal income tax purposes as "controlled foreign corporations" or "passive foreign investment companies."

C-SPEF may retain some income and capital gains in the future, including for purposes of providing C-SPEF with additional liquidity, which amounts would be subject to the 4% U.S. federal excise tax to the extent they exceed the Excise Tax Distribution Requirement (as defined below), in addition to the corporate income tax. In that event, C-SPEF will be liable for the tax on the amount by which C-SPEF does not meet the foregoing distribution requirement. See "Material U.S. Federal Income Tax Considerations-Qualification and Taxation as a Regulated Investment Company."

Withholding Risk Applicable to Secondaries Funds

Unless an applicable non-foreign affidavit is furnished or other exception applies, if any portion of gain, if any, on a disposition of an interest in a partnership would be treated as effectively connected with the conduct of a U.S. trade or business, the transferee of such interest is required to withhold 10% of the amount realized on such disposition from a foreign transferor (and the Portfolio Fund would be required to withhold from future distributions to the transferee if the transferee fails to properly withhold). As a secondaries investment fund, C-SPEF may have a withholding obligation with respect to interests C-SPEF purchases in Portfolio Funds from foreign sellers. This withholding requirement may reduce the number of foreign sellers willing to sell interests in prospective Portfolio Funds and therefore reduce the number of investment opportunities available to C-SPEF. Additionally, if C-SPEF does not properly withhold from such foreign sellers, the Portfolio Fund would be required to withhold on future distributions to C-SPEF, which would negatively impact C-SPEF's returns.

Risks Related to Hedging and Derivative Transactions

C-SPEF may invest in certain securities, such as swaps, derivatives, hedges or foreign currency forward contracts, among others, which may be subject to special and complex federal income tax provisions that may, among other things, (i) disallow, suspend or otherwise limit the allowance of certain losses or deduction, (ii) convert tax-advantaged, long-term capital gains and qualified dividend income into higher taxed short-term capital gain or ordinary income, (iii) increase ordinary income distributions, (iv) convert an ordinary loss or a deduction into a capital loss (the deductibility of which is more limited), (v) cause C-SPEF to recognize income or gain without a corresponding receipt of cash, (vi) adversely affect the timing as to when a purchase or sale of stock or securities is deemed to occur, (vii) adversely alter the characterization of certain complex financial transactions, and (viii) for which the federal income tax treatment may not be clear or may be subject to re-characterization by the IRS.

Tax Laws Subject to Change

It is possible that the current U.S. federal, state, local, or foreign income tax treatment accorded an investment in C-SPEF will be modified by legislative, administrative, or judicial action in the future, possibly with retroactive effect. The nature of additional changes in U.S. federal or non-U.S. income tax law, if any, cannot be determined prior to enactment of any new tax legislation. However, such legislation could significantly alter the tax consequences and decrease the after tax rate of return of an investment in C-SPEF. Potential investors therefore should seek, and must rely on, the advice of their own tax advisers with respect to the possible impact on their investments of recent legislation, as well as any future proposed tax legislation or administrative or judicial action.

Limitation on Liability of Trustees and Officers; Indemnification and Advance of Expenses

Delaware law permits a Delaware statutory trust to include in its declaration of trust a provision to indemnify and hold harmless any trustee or beneficial owner or other person from and against any and all claims and demands whatsoever. C-SPEF's Declaration of Trust provides that the Trustees will not be liable to C-SPEF or shareholders for monetary damages for breach of fiduciary duty as a trustee to the extent permitted by Delaware law. C-SPEF's Declaration of Trust provides for the indemnification of any person to the full extent permitted, and in the manner provided, by Delaware law. In accordance with the 1940 Act, C-SPEF will not indemnify certain persons for any liability to which such persons would be subject by reason of such person's willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office.

Pursuant to the Declaration of Trust and subject to certain exceptions described therein, C-SPEF will indemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification, pay or reimburse reasonable expenses in advance of final disposition of a proceeding to (i) any individual who is a present or former Trustee or officer of C-SPEF and who is made or threatened to be made a party to the proceeding by reason of his or her service in that capacity or (ii) any individual who, while a Trustee or officer of C-SPEF and at the request of C-SPEF, serves or has served as a trustee, officer, partner or trustee of any corporation, partnership, joint venture, trust, employee benefit plan or other enterprise and who is made or threatened to be made a party to the proceeding by reason of his or her service in that capacity (each such person, an "Indemnitee"), in each case to the extent permitted by Delaware law. Notwithstanding the foregoing, C-SPEF will not provide indemnification for any loss, liability or expense arising from or out of an alleged violation of federal or state securities laws by an Indemnitee unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations, (ii) such claims have been dismissed with prejudice on the merits by a court of competent jurisdiction, or (iii) a court of competent jurisdiction approves a settlement of the claims against the Indemnitee and finds that indemnification of the settlement and the related costs should be made and the court considering the request for indemnification has been advised of the position of the SEC and of the published position of any state securities regulatory authority in which securities were offered or sold as to indemnification for violations of securities laws.

C-SPEF will not indemnify an Indemnitee against any liability or loss suffered by such Indemnitee unless (i) C-SPEF determines in good faith that the course of conduct that caused the loss or liability was in the best interest of C-SPEF, (ii) the Indemnitee was acting on behalf of or performing services for C-SPEF, (iii) such liability or loss was not the result of (A) negligence or misconduct, in the case that the party seeking indemnification is a Trustee (other than an independent Trustee), officer, employee, controlling person or agent of C-SPEF, or (B) gross negligence or willful misconduct, in the case that the party seeking indemnification is an independent Trustee, and (iv) such indemnification or agreement to hold harmless is recoverable only out of assets of C-SPEF and not from the shareholders.

In addition, the Declaration of Trust permits C-SPEF to advance reasonable expenses to an Indemnitee, and we will do so in advance of final disposition of a proceeding (i) if the proceeding relates to acts or omissions with respect to the performance of duties or services on behalf of C-SPEF, (ii) the legal proceeding was initiated by a third party who is not a shareholder or, if by a shareholder of C-SPEF acting in his or her capacity as such, a court of competent jurisdiction approves such advancement and (iii) upon C-SPEF's receipt of (A) a written affirmation by the trustee or officer of his or her good faith belief that he or she has met the standard of conduct necessary for indemnification by C-SPEF and (B) a written undertaking by him or her or on his or her behalf to repay the amount paid or reimbursed by C-SPEF, together with the applicable legal rate of interest thereon, if it is ultimately determined that the standard of conduct was not met

Regulatory Scrutiny and Reporting

C-SPEF and the Adviser may be subject to increased scrutiny by government regulators, investigators, auditors and law enforcement officials regarding the identities and sources of funds of investors. In that connection, in the future C-SPEF may become subject to additional obligations that may affect its investment program, the manner in which it operates and, reporting requirements regarding its investments and investors. Each Shareholder will be required to provide to C-SPEF such information as may be required to enable C-SPEF to comply with all applicable legal or regulatory requirements, and each Shareholder will be required to acknowledge and agree that C-SPEF may disclose such information to governmental and/or regulatory or self-regulatory authorities to the extent required by applicable law or regulation and may file such reports with such authorities as may be required by applicable law or regulation.

Reasonable Best-Efforts Nature of this Offering

This offering is being made on a reasonable best efforts basis, whereby the Distributor is only required to use its reasonable best efforts to sell the Shares and neither it nor any selling agent has a firm commitment or obligation to purchase any of the Shares. To the extent that less than the maximum number of Shares is subscribed for, the opportunity for the allocation of C-SPEF's investments among various issuers and industries may be decreased, and the returns achieved on those investments may be reduced as a result of allocating all of C-SPEF's expenses over a smaller capital base. As a result, C-SPEF may be unable to achieve its investment objective and a Shareholder could lose some or all of the value of his, her or its investment in the Shares.

Conflicts of Interests

The Adviser is accountable to C-SPEF as a fiduciary and, consequently, must operate C-SPEF prudently, in good faith and in the interest of and for the benefit of Shareholders. As discussed below, prospective investors should be aware of actual or potential conflicts of interests before investing. By purchasing Shares, each Shareholder will be deemed to have acknowledged the existence of such actual and potential conflicts of interests and to have waived any claim with respect to the existence of such actual and potential conflicts of interests.

Compensation Arrangements. The Adviser will receive substantial fees from C-SPEF in return for its services, and these fees could influence the advice provided by the Adviser. Among other matters, the compensation arrangements could affect the Adviser's judgment with respect to its role in the valuation of C-SPEF's investments, the extent of the Adviser's commitment strategy and offerings of equity by C-SPEF, which allow the Adviser to earn increased Advisory Fees. Moreover, the Adviser and its affiliates have relationships (both involving and not involving C-SPEF, and including without limitation placement, brokerage, advisory and board relationships) with distributors, consultants and others who recommend, or engage in transactions with or for, C-SPEF. Such distributors, consultants and other parties may receive compensation from the Adviser and its affiliates or C-SPEF in connection with such relationships.

As a result of these relationships, distributors, consultants and other parties have conflicts that create incentives for them to promote C-SPEF.

Management of Similar Accounts. Certain of C-SPEF's executive officers and Trustees, and the employees of the Adviser or its affiliates, serve or may serve as officers, trustees or principals of entities that operate in the same or a related line of business as C-SPEF or of other funds advised by the Adviser or its affiliates ("Other Managed Funds"). As a result, they have obligations to investors in those entities, the fulfilment of which might not be in the best interests of C-SPEF or its Shareholders. Moreover, notwithstanding any differences in principal investment objectives between C-SPEF and the Other Managed Funds, such other funds, including potential new pooled investment vehicles or managed accounts not yet established (whether managed or sponsored by affiliates or the Adviser), have, and may from time to time have, overlapping investment objectives with C-SPEF and, accordingly, invest in, whether principally or secondarily, asset classes similar to those targeted by C-SPEF. To the extent the Other Managed Funds have overlapping investment objectives, the scope of opportunities otherwise available to C-SPEF may be adversely affected and/or reduced. Additionally, certain employees of the Adviser and their management face conflicts in their time management and commitments as well as in the allocation of investment opportunities to other Coller Capital funds. Certain Other Managed Funds may provide for higher management or incentive fees or greater expense reimbursements or overhead allocations, all of which may incentivize the Adviser to allocate more time and/or personnel to such Other Managed Funds.

Transactions with Other Managed Funds, the Adviser and its Affiliates. The 1940 Act imposes significant limits on co-investment with affiliates of C-SPEF. The Adviser and C-SPEF have received an exemptive order from the SEC that permits C-SPEF to co-invest alongside the Adviser's affiliates in privately negotiated transactions. Subject to the conditions specified in the exemptive order, C-SPEF is permitted to co-invest with those affiliates in certain negotiated investment opportunities, including investments originated and directly negotiated by the Adviser. These co-investment transactions may give rise to actual or perceived conflicts of interests among C-SPEF and the participating affiliates. The exemptive order also contains certain conditions that limit or restrict C-SPEF's ability to participate in an investment or may require that C-SPEF participate in an investment to a lesser extent than the Adviser would desire. The inability to receive the desired allocation to potential investments under the exemptive order, may affect C-SPEF's ability to implement its investment strategy or achieve its investment objectives.

If investment opportunities are allocated among C-SPEF and Other Managed Funds, C-SPEF may not be able to structure its investment portfolio in the manner desired. Although the Adviser endeavors to allocate investment opportunities in a fair and equitable manner, C-SPEF is not generally permitted to co-invest in any issuer in which a fund managed by Coller Capital or any of its downstream affiliates (other than C-SPEF and its downstream affiliates) currently has an investment. However, C-SPEF may co-invest with funds managed by Coller Capital or any of its downstream affiliates, subject to compliance with existing regulatory guidance, applicable regulations, any exemptive relief and its allocation procedures.

C-SPEF may invest in Portfolio Funds in which the Adviser and/or its affiliates has an investment, and the Adviser and/or its affiliates may invest in Portfolio Funds in which C-SPEF has made an investment. From time to time, C-SPEF and Other Managed Funds may make investments at different levels of an issuer's capital structure or otherwise in different classes of an issuer's securities. Such investments inherently give rise to conflicts of interests or perceived conflicts of interests between or among the various classes of securities that may be held by such entities. The Adviser has adopted procedures governing the co-investment in securities acquired in private placements with certain clients of the Adviser.

Adviser Affiliates May Engage in Adverse Activities. C-SPEF may invest in Portfolio Funds or Primary Commitments that have relationships with affiliates of the Adviser or Other Managed Funds or clients of the Adviser or its affiliates. Such affiliates may take actions that are detrimental to the interests of C-SPEF in such Portfolio Funds or portfolio companies.

The Adviser, its affiliates and their clients may pursue or enforce rights with respect to an issuer in which C-SPEF has invested, and those activities may have an adverse effect on C-SPEF. As a result, prices, availability, liquidity and terms of C-SPEF's investments may be negatively impacted by the activities of the Adviser and its affiliates or their clients, and transactions for C-SPEF may be impaired or effected at prices or terms that may be less favorable than would otherwise have been the case.

By reason of the various activities of the Adviser and its affiliates, the Adviser and such affiliates may acquire confidential or material non-public information or otherwise be restricted from purchasing certain potential Fund investments that otherwise might have been purchased or be restricted from selling certain Fund investments that might otherwise have been sold at the time.

Investment Opportunities May Be Allocated to Other Managed Funds. Affiliates of the Adviser, including the Adviser's or its affiliates' Other Managed Funds or other clients, may be interested in some of the same investment opportunities as the Adviser. Other Managed Funds may be interested in some of the same investment opportunities as C-SPEF. Accordingly, Other Managed Funds may make an investment that would otherwise be appropriate for C-SPEF. As among C-SPEF and the Adviser's or its affiliates' Other Managed Funds or other clients, investment opportunities presented to the Adviser will be allocated in a fair and equitable manner among the Adviser's or its affiliates' existing clients, taking into consideration the investment objectives and terms of such clients and any legal, tax or regulatory considerations specific to such clients, and in accordance with Coller Capital's Framework for Investment Allocations (the "Investment Allocation Framework"). Opportunities that are suitable for more than one of the Adviser's or its affiliates' Other Managed Funds, including C-SPEF, or other clients, the aggregate amount of which exceeds the available size of the relevant investment opportunity, will be allocated between or among such clients, on a pro rata basis, based on the relative sizes of the initial recommendations by the relevant investment committee(s) of the Adviser, subject to any legal, tax and/or regulatory considerations of each client. In addition, C-SPEF and Other Managed Funds may make strategic investments in primary funds sponsored by third-party managers or general partners through Primary Commitments for the purpose of, among other things, ensuring that C-SPEF and Other Managed Funds receive information in respect of, and qualify as permitted transferees in secondary purchases of interests in, the same or other funds of such managers or general partners. There can be no assurance that C-SPEF will benefit directly from its primary fund investments made by it through Primary Commitments; rather, all funds managed by the Adviser or its affiliates (i.e., C-SPEF and Other Managed Funds) generally benefit from such strategic investments. The Investment Allocation Framework contains general parameters for determining whether C-SPEF and/or an Other Managed Fund should make a particular primary fund investment.

Conflicts of Interests at the Portfolio Fund Level. Each Portfolio Fund may become involved in activities in which there is an actual or potential conflict between the interests of Portfolio Fund investors, like C-SPEF, and the Portfolio Fund's management. Typically, Portfolio Funds will have investor committees with some degree of oversight over, and an advisory role in respect of, actual and potential conflicts, although there can be no assurance that any such committee, or any other arrangements put in place by a Portfolio Fund to manage any actual or potential conflicts, will be effective.

Conflicts Associated with Fee Arrangements with Portfolio Funds. In certain cases, the Adviser or its affiliates may enter into arrangements with a Portfolio Fund manager under which the Portfolio Fund manager agrees to rebate a portion of its management fee or make other fee payments in connection with an investment in the Portfolio Fund by an Other Account managed or sponsored by the Adviser or its affiliates. To the extent any such rebates or payments relate to C-SPEF's investment in a Portfolio Fund, C-SPEF will receive the economic benefit of such rebate or payment. However, to the extent the Adviser, in its sole discretion, determines that such an arrangement is not permissible or appropriate for C-SPEF, Other Managed Funds may nonetheless participate in the rebate or repayment. Affiliates of the Adviser may receive and retain these payments with respect to other investment vehicles in consideration of, or to defray the cost of, services provided by such affiliates. The receipt of such payments by affiliates of the Adviser could incentivize the Adviser to participate in Portfolio Funds whose managers agree to make such payments or could enhance the likelihood that Portfolio Fund managers will agree to make such payments.

Portfolio Fund Valuation May be Affected by Compensation Arrangements. If a Portfolio Fund calculates its compensation on the value of the Portfolio Fund's assets, the Portfolio Fund's manager may exercise discretion in assigning values to the Portfolio Fund's investments. These factors can create a conflict of interest because the value assigned to an investment may affect the advisory fee at the Portfolio Fund level. If there is a difference in the advisory fee required to be paid, the Portfolio Fund's documents generally do not require the Portfolio Fund's manager to return past advisory fees, although claw-back provisions in a Portfolio Fund's documents may permit the recovery of excess carried interest distributions.

Payments to Financial Intermediaries. The Adviser or Distributor may also compensate, from its own resources, third-party securities dealers, other industry professionals and any affiliates thereof ("financial intermediaries") in connection with the distribution of Shares in C-SPEF or for their ongoing servicing of Shares acquired by their clients. Such compensation may take various forms, including a fixed fee, a fee determined by a formula that takes into account the amount of client assets invested in C-SPEF, the timing of investment or the overall net asset value of C-SPEF, or a fee determined in some other method by negotiation between the Adviser and such financial intermediaries. Financial intermediaries may also charge investors, at the financial intermediaries' discretion, a placement fee based on the purchase price of Fund Shares purchased by the investor. As a result of the various payments that financial intermediaries may receive from investors and the Adviser, the amount of compensation that a financial intermediary may receive in connection with the sale of Shares of in C-SPEF may be greater than the compensation it may receive for the distribution of other investment products. This difference in compensation may create an incentive for a financial intermediary to recommend C-SPEF over another investment product.

Proxy Voting. The Adviser has adopted policies and procedures designed to prevent conflicts of interests from influencing proxy voting decisions made on behalf of advisory clients, including C-SPEF, and to help ensure that such decisions are made in accordance with its fiduciary obligations to clients. Nevertheless, notwithstanding such proxy voting policies and procedures, actual proxy voting decisions may have the effect of favoring the interests of other clients, provided the Adviser believes such voting decisions to be in accordance with its fiduciary obligations.

Management of C-SPEF

Board of Trustees

The Role of the Board

The Board is responsible for the overall management of C-SPEF, including supervision of the duties performed by the Adviser. As is the case with virtually all investment companies (as distinguished from operating companies), service providers to C-SPEF, primarily the Adviser, have responsibility for the day-to-day management and operation of C-SPEF. The Board does not have responsibility for the day-to-day management of C-SPEF, and its oversight role does not make the Board a guarantor of C-SPEF's investments or activities. The Board has appointed various individuals of the Adviser as officers of C-SPEF with responsibility to monitor and report to the Board on C-SPEF's operations. In conducting its oversight, the Board will receive regular reports from these officers and from other senior officers of the Adviser regarding C-SPEF's operations. During the fiscal year ended March 31, 2025, the Board held five meetings.

Board Structure and Committees

As required by the 1940 Act, a majority of C-SPEF's Trustees are Independent Trustees and are not affiliated with the Adviser. The Board has established two standing committees: an Audit Committee and a Governance Committee.

The Board has formed an Audit Committee composed of all of the Independent Trustees, the functions of which are: (i) to oversee C-SPEF's accounting and financial reporting policies and practices, its internal controls and, as the Audit Committee may deem necessary or appropriate, the internal controls of certain of C-SPEF's service providers; (ii) to oversee the quality and objectivity of C-SPEF's financial statements and the independent audit of those statements; (iii) to assist the Board in selecting C-SPEF's independent registered public accounting firm, to directly supervise the compensation and performance of such independent registered public accountants and generally to act as a liaison between the independent registered public accountants and the Board; and (iv) to review and, as appropriate, approve in advance non-audit services provided by such independent registered public accountants to C-SPEF, the Adviser, and, in certain cases, other affiliates of C-SPEF. During the fiscal year ended March 31, 2025, the Audit Committee held five meetings.

The Board has formed a Governance Committee composed of all of the Independent Trustees, whose function, subject to the oversight of the Board, is to select and nominate persons for elections or appointment by the Board as Trustees of C-SPEF. The Governance Committee will act in accordance with C-SPEF's governance committee charter. During the fiscal year ended March 31, 2025, the Governance Committee held one meeting.

Board Oversight of Risk Management

As part of its oversight function, the Board will receive and review various reports relating to risk management. Because risk management is a broad concept comprised of many different elements (including, among other things, investment risk, valuation risk, credit risk, compliance and regulatory risk, business continuity risk and operational risk), Board oversight of different types of risks is handled in different ways. For example, the full Board could receive and review reports from senior personnel of the Adviser (including senior compliance, financial reporting and investment personnel) or their affiliates regarding various types of risks, such as operational, compliance and investment risk, and how they are being managed. The Audit Committee may participate in the oversight of risk management in certain areas, including meeting with C-SPEF's financial officers and with C-SPEF's independent public auditors to discuss, among other things, annual audits of C-SPEF's financial statements and the auditor's report thereon and the auditor's annual report on internal control.

Board of Trustees and Officers

Any vacancy on the Board may be filled by the remaining Trustees, except to the extent the 1940 Act requires the election of Trustees by Shareholders. C-SPEF's officers are appointed by the Trustees and oversee the management of the day-to-day operations of C-SPEF under the supervision of the Board. All of the officers of C-SPEF, except C-SPEF's chief compliance officer, are directors, officers or employees of the Adviser or its affiliates. Certain of the Trustees and officers of C-SPEF may also be directors and officers of any other investment companies from time to time managed or advised by the Adviser. To the extent allowed by applicable law, including the 1940 Act, the Declaration of Trust indemnifies the Trustees and officers for all costs, liabilities and expenses that they may experience as a result of their service as such.

The name and business address of the Trustees and officers of C-SPEF and their principal occupations and other affiliations during the past five years are set forth under "Management of C-SPEF" in the SAI.

Portfolio Management

Adviser

Coller Private Market Secondaries Adviser, LLC, 950 Third Avenue, New York, New York 10022, serves as the investment adviser to C-SPEF. The Adviser is registered as an investment adviser under the Advisers Act, and is a wholly owned subsidiary of Coller Private Market Secondaries Holdings, LLC, which is a wholly owned subsidiary of CICAP Limited, the parent company of the Coller Capital group.

Investment Committee

C-SPEF's investment committee (the "Investment Committee") is responsible for the approval of C-SPEF's portfolio investment decisions, its portfolio management and for setting its portfolio management strategy.

The Investment Committee is comprised of three senior investment professionals from within Coller Capital's investment team with combined secondaries experience of more than 30 years. The Investment Committee members bring invaluable experience and expertise in investment analysis, portfolio management and construction. The Investment Committee operates on a majority vote basis.

The Investment Committee is supported by the CIO Office and Coller Capital's investment team, which includes more than 70 investment professionals based in London, New York and Hong Kong.

Portfolio Managers

Steven Stolk, Partner, Co-Head of Investment and Head of CIO Office, joined Coller Capital in 2013. As Co-Head of Investment and Deputy CIO, Mr. Stolk has joint responsibility for Coller Capital's investment team and investment process globally. He is based in Coller Capital's London office and chairs the Investment Committee. Prior to joining Coller Capital in 2013, Mr. Stolk was a Partner at Plane Tree Capital, where he focused on clean energy investments in Latin America. Previously, he was an Associate at ABN AMRO. Mr. Stolk has a BA (Hons) in International Relations and Diplomatic History from the University of Pennsylvania and an MBA from London Business School.

Francois Aguerre, Partner, Co-Head of Investment and Global Head of Origination, joined Coller Capital in 2007. As Co-Head of Investment and Global Head of Origination, Mr. Aguerre has joint responsibility for Coller Capital's investment team and investment process globally, and is one of the voting members on the Investment Committee. He is based in the firm's London office, and also co-chairs the DEI Committee. Prior to joining Coller Capital in 2007, Mr. Aguerre worked in the Investment Banking division of UBS in London. Previously, he worked at Gimar Finance and PAI Partners in Paris, and at Société Générale in New York. Francois has an MSc in Engineering from École Nationale des Ponts et Chaussées in France, and an MBA from INSEAD.

Jake Elmhirst, Partner, Head of Coller Capital Private Wealth Secondaries Solutions and Deputy Head of Capital Formation, joined Coller Capital in 2022. Mr. Elmhirst is one of the voting members on the Investment Committee and is based in the firm's London office. Prior to joining Coller Capital in April 2022, Mr. Elmhirst spent 25 years at UBS where he led the Private Markets effort within UBS Global Wealth Management, based in London. Prior to that Mr. Elmhirst co-founded and co-led the Private Funds Group within UBS Investment Bank, based in New York. He previously worked at Freshfields in London where he qualified as a solicitor working in the Tax Team with a focus on collective investment schemes. Mr. Elmhirst has a degree in law (LLB) from the University of Bristol.

Yonatan Puterman, Partner, CIP IX Coordinator, joined Coller Capital in 2012. Mr. Puterman is a Partner, Investment and CIP IX Coordinator responsible for origination and execution and is based in the firm's London office; Mr. Puterman specialises in direct and GP-led secondaries investments. Prior to joining Coller Capital in 2012, Mr. Puterman spent four years as a corporate attorney at Gornitzky & Co in Tel Aviv where he specialised in executing M&A deals. Mr. Puterman holds an LLB in Law (Magna Cum Laude) and a BA in Economics from Tel Aviv University, and an MBA from London Business School.

The SAI provides additional information about C-SPEF's primary portfolio manager's compensation, other accounts managed by him and his ownership of any Shares of C-SPEF.

Investment Advisory Agreement

The Adviser, subject to supervision by the Board, provides certain investment advisory, management and administrative services to C-SPEF pursuant to an Investment Advisory Agreement between C-SPEF and the Adviser.

Advisory Fee

In consideration of the advisory services provided by the Adviser, C-SPEF pays the Adviser a monthly Advisory Fee at an annual rate of 1.65% based on the greater of (i) C-SPEF's net asset value and (ii) C-SPEF's net asset value less cash and cash equivalents plus the total of all commitments made by C-SPEF that have not yet been drawn for investment. For purposes of calculating the Advisory Fee, a commitment is defined as a contractual obligation to acquire an interest in, or provide the total commitment amount over time to, a Portfolio Fund, when called by the Portfolio Fund. During any given fiscal year, the basis for the Advisory Fee could be larger than C-SPEF's net asset value due to unfunded commitments to invest in Private Equity Investments. Nevertheless, the Adviser has agreed that in no event will the Advisory Fee exceed 2.00% as a percentage of C-SPEF's net asset value. Investors are advised that the actual amount of unfunded commitments will be disclosed in C-SPEF's published financial statements. The Advisory Fee will be computed as of the last day of each month, and will be due and payable quarterly in arrears within five business days after the completion of the net asset value computation for each quarter. The Advisory Fee is paid to the Adviser out of C-SPEF's assets, and therefore decreases the net profits or increases the net losses of C-SPEF.

Purchased Shares are incorporated into the beginning of month net asset value and included in the computation of the Advisory Fee payable. Share repurchases are included in the computation of the Advisory Fee payable through the Valuation Date as described in "Repurchase of Shares." The Advisory Fee is paid to the Adviser out of C-SPEF's assets, and therefore decreases the net profits or increases the net losses of C-SPEF.

Investment Advisory Agreement and Reimbursement Arrangements

The services of all investment professionals and staff of the Adviser, when and to the extent engaged in providing investment advisory and management services in respect of C-SPEF, and the compensation and routine overhead expenses of such personnel allocable to such services, are provided and paid for by the Adviser. C-SPEF bears all other costs and expenses of its operations and transactions as set forth in the Investment Advisory Agreement.

In addition to the fees and expenses to be paid by C-SPEF under the Investment Advisory Agreement, the Adviser and its affiliates will be entitled to reimbursement by C-SPEF of the Adviser's and its affiliates' cost of providing C-SPEF with certain non-advisory services. If persons associated with the Adviser or any of its affiliates, including persons who are officers of C-SPEF, provide accounting, legal, clerical, compliance or administrative and similar oversight services to C-SPEF at the request of C-SPEF, C-SPEF will reimburse the Adviser and its affiliates for their costs in providing such accounting, legal, clerical, compliance or administrative and similar oversight services to C-SPEF (which costs may include an allocation of overhead including rent and the allocable portion of the salaries and benefits of the relevant persons and their respective staffs, including travel expenses), using a methodology for determining costs approved by the Board. If the Adviser or its affiliates seek reimbursements of such costs, such action may cause C-SPEF's expenses to be higher than the expenses shown herein, perhaps by a material amount. The Adviser may, in its sole discretion, waive or not seek reimbursement for accounting, legal, clerical or administrative services to C-SPEF.

The Investment Advisory Agreement was initially approved by the Board (including a majority of the Independent Trustees) at a meeting held on December 6, 2023. The Investment Advisory Agreement is terminable without penalty, on 60 days' prior written notice: by a majority vote of the entire Board; by vote of a majority (as defined by the 1940 Act) of the outstanding voting securities of C-SPEF; or by the Adviser. After the initial term of two years, the Investment Advisory Agreement may continue in effect from year to year if such continuance is approved annually by either the Board or the vote of a majority (as defined by the 1940 Act) of the outstanding voting securities of C-SPEF, provided in either event the continuance is also approved by a majority of the Independent Trustees by vote cast in person (or as otherwise permitted by the SEC) at a meeting called for the purpose of voting on such approval. The Investment Advisory Agreement also provides that it will terminate automatically in the event of its "assignment," as defined by the 1940 Act and the rules thereunder.

The Investment Advisory Agreement provides that, in the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of its duties to C-SPEF, the Adviser, its directors, officers or employees and its affiliates, successors or other legal representatives will not be liable to C-SPEF for any error of judgment, for any mistake of law or for any act or omission by such person or any sub-adviser in connection with the performance of services for C-SPEF.

Pursuant to the Expense Limitation Agreement with C-SPEF, the Adviser has agreed to waive fees that it would otherwise be paid, and/or to assume expenses of C-SPEF, if required to ensure that certain annual operating expenses (excluding the Advisory Fee and any Distribution and Servicing Fee, interest, taxes, brokerage commissions, acquired fund fees and expenses, dividend and interest expenses relating to short sales, borrowing costs, merger or reorganization expenses, shareholder meetings expenses, litigation expenses, expenses associated with the acquisition and disposition of investments (including interest and structuring costs for borrowings and line(s) of credit) and extraordinary expenses, if any; collectively, the "Excluded Expenses") do not exceed 0.50% per annum (excluding Excluded Expenses) of the Fund's average monthly net assets of each class of the Fund's Shares. With respect to each class of Shares, C-SPEF agrees to repay the Adviser any fees waived under the Expense Limitation Agreement or any Other Expenses the Adviser reimburses in excess of the Expense Limitation Agreement for such class of Shares, provided the repayments do not cause C-SPEF's Other Expenses for that class of Shares to exceed the expense limitation in place at the time the fees were waived and/or the expenses were reimbursed, or the expense limitation in place at the time C-SPEF repays the Adviser, whichever is lower. Any such repayments must be made within three years after the year in which the Adviser incurred the expense. The Expense Limitation Agreement will have a term ending one year from the date C-SPEF commences operations, and the Adviser may extend the term for a period of one year on an annual basis. The Adviser may not terminate the Expense Limitation Agreement during its initial one-year term.

C-SPEF has incurred organizational and initial offering costs of approximately $2.5 million. The Adviser has agreed to advance those costs to C-SPEF. Such costs incurred by the Adviser are subject to recoupment by the Adviser in accordance with the Expense Limitation Agreement over a period of three years.

A discussion regarding the Board's basis for its approval of the Investment Advisory Agreement is available in C-SPEF's Annual Report to Shareholders for the period ending March 31, 2024 which can be found on the SEC's website at http://www.sec.gov. The basis for any subsequent continuation of the Investment Advisory Agreement will be discussed in C-SPEF's Annual or Semi-Annual Reports to Shareholders for the periods during which such continuations occur.

The table below sets forth information about the total Advisory Fee paid by the Fund to the Adviser, and the Advisory Fee waived and/or reimbursed by the Adviser, for the periods indicated:

		Advisory Fee Paid to the Adviser				Waived by the Adviser				Reimbursed by the Adviser
Fiscal Year Ended March 31, 2025		$	6,944,585			$	6,944,585			$	0

Net Asset Valuation

C-SPEF will calculate the net asset value of each class of Shares as of the close of business on the last business day of each calendar month and in connection with C-SPEF's offer to purchase Shares, on each date that Shares are to be repurchased, as of the date of any distribution and at such other times as the Board may determine (each, a "Determination Date"). In determining its net asset value, C-SPEF will value its investments as of the relevant Determination Date. The net asset value of C-SPEF will equal, unless otherwise noted, the value of the total assets of C-SPEF (including the net asset value of each class of Shares, including interest accrued but not yet received), less all of its liabilities (including accrued fees and expenses, dividends payable and any borrowings of C-SPEF), each determined as of the relevant Determination Date. The net asset values of Class I Shares, Class S Shares and Class D Shares will be calculated separately based on the fees and expenses applicable to each class. It is expected that the net asset value of Class I Shares, Class S Shares and Class D Shares will vary over time as a result of the differing fees and expenses applicable to each class.

The Board has approved procedures pursuant to which C-SPEF will value its investments. The Board has designated the Adviser to perform these fair value determinations relating to the value of such investments, in accordance with such procedures and Rule 2a-5 under the 1940 Act. The value of C-SPEF's assets will be based on information reasonably available at the time the valuation is made and that the Adviser believes to be reliable. The Adviser generally will value C-SPEF's investments in accordance with Certification Topic ASC 820 of the Financial Accounting Standards Board ("ASC 820").

Private Equity Investments

The Adviser generally will value C-SPEF's investments in Portfolio Funds and certain Direct Investments and Co-Investments as a "practical expedient" in accordance with ASC 820. Generally, the valuation of interests in Portfolio Funds represents C-SPEF's proportionate share of the net assets of a Portfolio Fund as reported by the Portfolio Fund Managers. Similarly, many Direct Investments and Co-Investments are generally valued based on the valuation information provided by the lead or sponsoring private investors. In general, it is anticipated that such valuation information will generally not be available until 60 days or more after each quarter-end, especially pending receipt of audited financial information. Therefore, the most recently provided valuation information about these Co-Investments, Direct Investments and Portfolio Funds for purposes of calculating C-SPEF's monthly net asset value may be adjusted by the Adviser pursuant to C-SPEF's valuation procedures to estimate the fair value, on a monthly basis, of the interests in such Portfolio Funds, Direct Investments and Co-Investments, as described below. To the extent the Adviser is either unable to utilize the practical expedient under ASC 820, or where the Adviser determines that use of the practical expedient is not appropriate as it will not result in a price that represents the current value of an investment, the Adviser will make a fair value determination in accordance with the Valuation Procedures.

In making a fair valuation determination, the Adviser will consider whether it is appropriate, in light of all relevant circumstances, to value such the most recent reported value by the Portfolio Fund or lead or sponsoring private investors or whether to adjust such net asset value to reflect a premium or discount (adjusted net asset value). The Adviser makes assumptions that are based on market conditions existing at the Determination Date. Key inputs and assumptions include, but are not limited to, reported net asset values, capital calls, distributions, significant Market dislocations and significant subsequent events.

Prospective investors should be aware that there can be no assurance that the valuation of interests in Portfolio Funds, Direct Investments or Co-Investments as determined under the procedures described above will in all cases be accurate, especially to the extent C-SPEF and the Adviser do not generally have access to all necessary financial and other information relating to the Portfolio Funds, Direct Investments or Co-Investments to determine independently the net asset value of C-SPEF's interests in those Portfolio Funds, Direct Investments or Co-Investments. The results of the Adviser's fair valuation of securities whose market value is not readily ascertainable will be based upon the Adviser's assessment of the fair value of such securities and their issuers on the recommendation of the Adviser and, therefore, are the result of the Board's interpretation.

Investments valued at fair value by the Adviser will be subject to a new valuation determination in connection with the next monthly valuation of C-SPEF. The Adviser will periodically review its valuation determinations with C-SPEF's auditor and respond to any inquiries by such auditor regarding the Adviser's valuation methodologies.

Liquid Assets

Securities for which market quotations are readily available are generally valued at their current market value.

Shares of open-end investment companies, including money market funds, are valued at their respective net asset values. Fixed income securities are valued using prices supplied by an approved independent third party or affiliated pricing services or broker/dealers. In validating market quotations, the Adviser considers different factors such as the source and the nature of the quotation in order to determine whether the quotation represents fair value. The Adviser makes use of reputable financial information providers in order to obtain the relevant quotations.

Securities traded on one or more of the U.S. national securities exchanges, the Nasdaq Stock Market or any foreign stock exchange will be valued based on their respective market price.

If the equity security is traded infrequently a few days each month and the Adviser believes such price no longer represents the fair market value, the Adviser may elect to value the security at fair value pursuant to the procedures adopted by the Board.

Private Equity Investments and Other Fair Value Considerations

On a monthly basis, for Private Equity Investments for which no market quotations are available (other than interests in Portfolio Funds and certain Direct Investments and Co-Investments, as described above) and for which independent appraisals of current value can readily be obtained, valuations will be based on such appraisals. Otherwise, the fair value of the investment will be determined by the Adviser taking into account various factors, as relevant, as provided for in C-SPEF's valuation procedures, which may include:(i) market comparable statistics and public trading multiples discounted for illiquidity, minority ownership and/or other factors for investments with similar characteristics; (ii) market clearing transaction activity; (iii) pending sales and potential exit transactions, including (a) any sales price in a letter of intent, offer letter or term sheet, (b) the company's total enterprise price or (c) information from an investment bank during an initial public offering; (iv) discounted cash flow analysis, (v) liquidation analysis (cost approach) or (vi) any other information, factor or set of factors that may affect the valuation of C-SPEF's investment as determined by the Adviser. The Adviser may also utilize independent third party valuations if such valuations are deemed reliable.

Prospective investors should be aware that fair value represents a good faith approximation of the value of an asset or liability. The fair value of one or more assets or liabilities may not, in retrospect, be the price at which those assets or liabilities could have been sold during the period in which the particular fair values were used in determining C-SPEF's net asset value. As a result, C-SPEF's issuance (including through dividend or distribution reinvestment) or repurchase of Shares through repurchase offers at net asset value at a time when it owns investments that are valued at fair value may have the effect of diluting or increasing the economic interest of existing Shareholders.

Eligible Investors

Shares are generally being offered only to investors that are U.S. persons for U.S. federal income tax purposes. The qualifications required to invest in C-SPEF will appear in subscription documents that must be completed by each prospective investor.

Each prospective investor in C-SPEF should obtain the advice of his, her or its own legal, accounting, tax and other advisers in reviewing documents pertaining to an investment in C-SPEF, including, but not limited to, this Prospectus and the Declaration of Trust, before deciding to invest in C-SPEF.

Plan of Distribution

Distributor

Paralel Distributors LLC, with its principal place of business at 1700 Broadway, Suite 1850, Denver, CO, acts as the distributor of C-SPEF's Shares, pursuant to a Distribution Agreement (the "Distribution Agreement"), on a reasonable best efforts basis, subject to various conditions. Neither the Distributor nor any other party is obligated to purchase any Shares from C-SPEF. There is no minimum aggregate number of Shares required to be purchased. Pursuant to the Distribution Agreement, the Distributor pays its own costs and expenses connected with the offering of Shares. The Distribution Agreement also provides that C-SPEF will indemnify the Distributor and its affiliates and certain other persons against certain liabilities.

After the initial term of two years, the Distribution Agreement will continue in effect with respect to C-SPEF for successive one-year periods, provided each such continuance is specifically approved by a majority of the entire Board cast in person at a meeting called for that purpose or by a majority of the outstanding voting securities of C-SPEF and, in either case, also by a majority of the Independent Trustees.

The Distributor may retain additional selling agents or other financial intermediaries to place Shares. Such selling agents or other financial intermediaries may impose terms and conditions on investor accounts and investments in C-SPEF that are in addition to the terms and conditions set forth in this Prospectus. See "Purchasing Shares."

The Adviser and its affiliates may pay additional compensation out of its own resources (i.e., not Fund assets) to certain selling agents or financial intermediaries in connection with the sale of Shares. The additional compensation may differ among selling agents or financial intermediaries in amount or in the amount of calculation. Payments of additional compensation may be fixed dollar amounts or, based on the aggregate value of outstanding Shares held by Shareholders introduced by the broker or dealer, or determined in some other manner. Payments may be one-time payments or may be ongoing payments. As a result of the various payments that financial intermediaries may receive from the Adviser or its affiliates, the amount of compensation that a financial intermediary may receive in connection with the sale of Shares may be greater than the compensation it may receive for the distribution of other investment products. The receipt of the additional compensation by a selling broker or dealer may create actual or potential conflicts of interests between an investor and its broker or dealer who is recommending C-SPEF over other potential investments.

The Distributor has not and will not make any recommendation regarding, and will not monitor, any investment and will not present an investment strategy or product to an investor or a prospective investor that is a retail customer. A retail customer is any natural person, or the legal representative of such person, who receives a recommendation of any securities transaction or investment strategy involving securities from a broker-dealer and uses the recommendation primarily for personal, family, or household purposes. Furthermore, the Distributor does not collect the information necessary to determine, and the Distributor does not engage in a determination regarding, whether an investment in the strategy or product is in the best interests of, or is suitable for, any prospective investor. You should exercise your own judgment and consult with your own investment professional to determine whether it is advisable for you to invest in Shares of C-SPEF. Please note that the Distributor will not provide the kinds of financial services that you might expect from another financial intermediary, such as overseeing any brokerage or similar account. For financial advice relating to an investment the Shares, contact your own investment professional.

The Distributor will not sell Shares directly to retail customers (as defined above) or have a relationship with you (including if you exit a relationship with a participating broker-dealer or other intermediary), and you should consult with your participating broker-dealer or your investment professional as to the suitability to you of an investment in the Shares. Before making your investment decision, please consult with your investment professional regarding your account type and the classes of common stock you may be eligible to purchase.

Distribution and Servicing Plan

C-SPEF has adopted a Distribution and Servicing Plan for its Class S Shares and Class D Shares to pay to the Distributor a Distribution and Servicing Fee to compensate financial industry professionals for distribution-related expenses, if applicable, and providing ongoing services in respect of Shareholders who own such Shares. These activities include marketing and other activities primarily intended to result in the sale of Class S Shares and Class D Shares and activities related to administration and servicing of Class S or Class D accounts. The Distribution and Servicing Plan operates in a manner consistent with Rule 12b-1 under the 1940 Act, which regulates the manner in which an open-end investment company may directly or indirectly bear the expenses of distributing its shares. Although C-SPEF is not an open-end investment company, it has undertaken to comply with the terms of Rule 12b-1, as required by its exemptive relief, permitting C-SPEF to, among other things, issue multiple classes of Shares.

Under the Distribution Plan, Class S and Class D Shares pay a Distribution and Servicing Fee to the Distributor at an annual rate of 0.85% and 0.25%, respectively, based on the net assets of C-SPEF attributable to such class (i.e., a proportionate share of C-SPEF's aggregate net assets). The Distribution and Servicing Fee is paid out of the relevant class's assets and decreases the net profits or increases the net losses of C-SPEF solely with respect to such class. Because the Distribution and Servicing Fee is paid out of C-SPEF's assets on an on-going basis, over time these fees will increase the cost of a Shareholder's investment and may cost the Shareholder more than paying other types of sales charges, if applicable.

Class I Shares are not subject to any Distribution and Servicing Fee and do not bear any expenses associated therewith.

Purchasing Shares

The following section provides basic information about how to purchase Shares of C-SPEF. The Distributor acts as the distributor of the Shares of C-SPEF on a reasonable best efforts basis, subject to various conditions, pursuant to the terms of the Distribution Agreement. The Distributor is not obligated to sell any specific number of Shares of C-SPEF. The Shares will be continuously offered through the Distributor. Prospective investors who purchase Shares through financial intermediaries will be subject to the procedures of those intermediaries through which they purchase Shares, which may include charges, investment minimums, cut-off times and other restrictions in addition to, or different from, those listed herein. Information concerning any charges or services will be provided to customers by the financial intermediary through which they purchase Shares. Prospective investors purchasing Shares of C-SPEF through financial intermediaries should acquaint themselves with their financial intermediary's procedures and should read this Prospectus in conjunction with any materials and information provided by their financial intermediary.

General Purchase Terms

The minimum initial investment in C-SPEF by any investor is $1,000,000 with respect to Class I Shares and $50,000 with respect to Class S Shares and Class D Shares, as applicable. The minimum additional investment in C-SPEF by any investor is $10,000, except for additional purchases pursuant to the dividend reinvestment plan. Investors subscribing through a broker/dealer or registered investment adviser may have shares aggregated to meet these minimums, so long as initial investments in C-SPEF are not less than $1,000,000 with respect to Class I Shares and $50,000 with respect to Class S or Class D Shares, as applicable, and incremental contributions are not less than $10,000.

C-SPEF may, in its sole discretion, waive these minimums, including for Trustees of C-SPEF and employees of Coller Capital and its affiliates ("Coller Capital Employees") and vehicles controlled by such employees.

All Shares are sold at the public offering price, which is the net asset value of a Class I Share, Class S Share or Class D Share, as applicable.

Shares will generally be offered for purchase as of the first business day of each calendar month, except that Shares may be offered more or less frequently as determined by the Board in its sole discretion. For purposes of this Prospectus, a "Business Day" means any day other than a Saturday, Sunday or any other day on which banks in New York, New York are required by law to be closed. Subscriptions are generally subject to the receipt of cleared funds on or prior to the acceptance date set by C-SPEF and notified to prospective investors. An investor who misses the acceptance date will have the acceptance of its investment in C-SPEF delayed until the following month. Except as otherwise permitted by the Board, initial and subsequent purchases of Shares will be payable in United States dollars.

Each initial or subsequent purchase of Shares will be payable in one installment which will generally be due three business days prior to the date of the proposed acceptance of the purchase set by C-SPEF, which is expected to be the last day of each calendar month, where funds are remitted by wire transfer.

A prospective investor is required to review, complete, and execute a subscription document. The subscription document is designed to provide C-SPEF with important information about the prospective investor. A prospective investor must submit a completed subscription document at least five business days before the acceptance date. C-SPEF reserves the right to accept or reject, in its sole discretion, any request to purchase Shares at any time. C-SPEF also reserves the right to suspend or terminate offerings of Shares at any time. Unless otherwise required by applicable law, any amount received in advance of a purchase ultimately rejected by C-SPEF will be returned promptly to the prospective investor without the deduction of any fees or expenses. Prospective investors whose purchases are rejected by C-SPEF will receive a pro rata share of any interest earned on the amounts placed in escrow prior to acceptance, if applicable. Although C-SPEF may, in its sole discretion, elect to accept a subscription prior to receipt of cleared funds, a prospective investor will not become a Shareholder until cleared funds have been received. In the event that cleared funds and/or a properly completed subscription document are not received from a prospective investor prior to the cut-off dates pertaining to a particular offering, C-SPEF may hold the relevant funds and subscription document for processing in the next offering.

Funds received from prospective investors will be placed in an account with C-SPEF's transfer agent. The balance in the account with respect to each investor whose investment is accepted will be invested in C-SPEF on behalf of such investor. Any interest earned with respect to such account will be paid to C-SPEF and allocated pro rata among Shareholders.

Prospective investors whose subscriptions to purchase Shares are accepted by C-SPEF will become Shareholders by being admitted as Shareholders. An existing Shareholder generally may subscribe for additional Shares by completing an additional subscription agreement by the acceptance date and funding such amount by the deadline.

Share Class Considerations

When selecting a share class, you should consider the following:

●

which share classes are available to you;

●

how much you intend to invest;

●

how long you expect to own the shares; and

●

total costs and expenses associated with a particular share class.

Each investor's financial considerations are different. You should speak with your financial Adviser to help you decide which class of Shares of C-SPEF is best for you. Not all financial intermediaries offer all classes of Shares. In addition, financial intermediaries may vary the actual sale charged, if applicable, as well as impose additional fees and charges on each class of Shares. If your financial intermediary offers more than one class of Shares, you should carefully consider which class of Shares to purchase.

Class I Shares

Class I Shares are sold at the prevailing net asset value per Class I Share. Financial intermediaries may not charge you transaction-based fees when you buy Class I Shares. Class I Shares are not subject to a Distribution and Servicing Fee.

Class I Shares are available for purchase only (i) through fee-based programs, also known as wrap accounts, that provide access to Class I Shares, (ii) by institutional accounts as defined by FINRA Rule 4512(c), (iii) through bank-sponsored collective trusts and bank-sponsored common trusts, (iv) by retirement plans (including a trustee or custodian under any deferred compensation or pension or profit sharing plan or payroll deduction IRA established for the benefit of the employees of any company), foundations or endowments, (v) through certain financial intermediaries that are not otherwise registered with or as a broker dealer and that direct clients to trade with a broker dealer that offers Class I Shares, (vi) through investment advisers registered under the Investment Advisers Act of 1940 or applicable state law that are also registered with or as a broker dealer, whose broker dealer does not receive any compensation from C-SPEF or from the Distributor, (vii) by C-SPEF's officers and Trustees and their immediate family members, as well as officers and Coller Capital Employees and their immediate family members, (viii) by participating broker dealers and their affiliates, including their officers, directors, employees, and registered representatives, as well as the immediate family members of such persons, as defined by FINRA Rule 5130, and (ix) through bank trust departments or any other organization or person authorized to act as a fiduciary for its clients or customers. Before making your investment decision, please consult with your investment adviser regarding your account type and the classes of Shares of C-SPEF you may be eligible to purchase.

Class S Shares

Class S Shares are sold at the prevailing net asset value per Class S Share. If you buy Class S Shares through certain financial intermediaries, they may charge you transaction or other fees, including upfront placement fees or brokerage commissions, in such amount as they may determine, provided the financial intermediaries limit such fees to a 3.50% cap on NAV for Class S Shares. Class S Shares are subject to a Distribution and Servicing Fee at an annual rate of 0.85% of the net assets of C-SPEF attributable to Class S Shares.

Eligibility to receive a Distribution and Servicing Fee is conditioned on a broker providing the following ongoing services with respect to the Class S Shares: assistance with recordkeeping, answering investor inquiries regarding us, including regarding distribution payments and reinvestments, helping investors understand their investments upon their request, and assistance with share repurchase requests. If the applicable broker is not eligible to receive a Distribution and Servicing Fee due to failure to provide these services, the Distribution and Servicing Fees that the broker would have otherwise been eligible to receive will be waived. The Distribution and Servicing Fees are ongoing fees that are not paid at the time of purchase.

Class S Shares are available to any eligible investor through brokerage and transactional-based accounts.

Class D Shares

Class D Shares are sold at the prevailing net asset value per Class D Share. If you buy Class D Shares through certain financial intermediaries, they may charge you transaction or other fees, including upfront placement fees or brokerage commissions, in such amount as they may determine, provided the financial intermediaries limit such fees to a 3.50% cap on NAV for Class D Shares. Class D Shares are subject to a Distribution and Servicing Fee at an annual rate of 0.25% of the net assets of C-SPEF attributable to Class D Shares.

Eligibility to receive a Distribution and Servicing Fee is conditioned on a broker providing the following ongoing services with respect to the Class D Shares: assistance with recordkeeping, answering investor inquiries regarding us, including regarding distribution payments and reinvestments, helping investors understand their investments upon their request, and assistance with share repurchase requests. If the applicable broker is not eligible to receive a Distribution and Servicing Fee due to failure to provide these services, the Distribution and Servicing Fees that the broker would have otherwise been eligible to receive will be waived. The Distribution and Servicing Fees are ongoing fees that are not paid at the time of purchase.

Class D Shares are generally available for purchase only (i) through fee-based programs, also known as wrap accounts, that provide access to Class D Shares, (ii) through participating broker dealers that have alternative fee arrangements with their clients to provide access to Class D shares, (iii) through investment advisers that are registered under the Investment Advisers Act of 1940 or applicable state law and direct clients to trade with a broker dealer that offers Class D shares and (iv) through bank trust departments or any other organization or person authorized to act in a fiduciary capacity for its clients or customers.

If you are eligible to purchase all three classes of Shares, then you should consider that Class I Shares have no upfront sales charges and no Distribution and Servicing Fees. Such expenses are applicable to Class S and Class D Shares and will reduce the net asset value or distributions of the other share classes. If you are eligible to purchase Class S and Class D Shares but not Class I Shares, then you should consider that Class D Shares have lower annual Distribution and Servicing Fees. Investors should also inquire with their broker-dealer or financial representative about what additional fees may be charged with respect to the Share class under consideration or with respect to the type of account in which the Shares will be held.

Closed-End Fund Structure; No Right of Redemption

C-SPEF is a non-diversified, closed-end management investment company with a limited operating history. Closed-end funds differ from open-end funds in that closed-end funds do not redeem their shares at the request of an investor. No Shareholder has the right to require C-SPEF to redeem his, her or its Shares. No public market for the Shares exists, and none is expected to develop in the future. As a result, Shareholders may not be able to liquidate their investment other than through repurchases of Shares by C-SPEF, as described below. Accordingly, Shareholders should expect that they may not have access to the funds they invested in C-SPEF for an indefinite period of time.

Transfer Restrictions

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

In order to transfer Shares, the transferring Shareholder must deliver, in writing, an executed instrument of transfer, together with evidence of the genuineness of the transfer to the Board. The admission of any transferee as a Shareholder will be effective upon the execution and delivery by, or on behalf of, the transferee of a properly completed subscription document in respect of the proposed transferee and acceptance by the Board. In connection with any request to transfer Shares, C-SPEF may require the Shareholder requesting the transfer to obtain, at the Shareholder's expense, an opinion of counsel selected by C-SPEF as to such matters as C-SPEF may reasonably request. Each transferring Shareholder may be charged reasonable expenses, including, but not limited to, attorneys' and accountants' fees, incurred by C-SPEF in connection with the transfer.

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

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

Repurchase of Shares

At the sole discretion of the Board, the Fund may from time to time provide Shareholders with a limited degree of liquidity by offering to repurchase Shares pursuant to written tenders by Shareholders. Repurchase offers, if any, will be made to all holders of Shares.

The Adviser currently expects to recommend to the Board that, under normal market circumstances, the Fund conduct repurchase offers in respect of no more than 5% of the Fund's net assets on a quarterly basis. However, in any given quarter, the Fund may or may not conduct a repurchase offer. In determining whether the Fund should offer to repurchase Shares, the Board will consider the recommendations of the Adviser as to the timing of such an offer, as well as a variety of operational, business, and economic factors. Each repurchase offer would be made and Shareholders would be notified in accordance with the requirements of the Securities Exchange Act of 1934, as amended, and the 1940 Act, either by publication or mailing or both.

Following the commencement of an offer to repurchase Shares, the Fund may suspend, postpone or terminate such offer in certain circumstances upon the determination of a majority of the Board that such suspension, postponement or termination is advisable for the Fund and its Shareholders, including, without limitation, circumstances as a result of which it is not reasonably practicable for the Fund to dispose of its investments or to determine its net asset value, and other unusual circumstances. In the event of termination, however, the Fund may terminate an offer only upon the occurrence of conditions as specified at the outset of the offer that are objectively verifiable and outside of the control of the Fund or its agents or affiliates. Shareholders may withdraw their written tenders within the timeframe discussed in the applicable tender offer documentation if the tender has not yet been accepted by the Fund for payment. Once the tender has been accepted for payment, the Fund will repurchase the Shares out of the Fund's net assets and remit the repurchase price to Shareholders, less any applicable early repurchase fee, as set forth in the documentation for the applicable tender offer.

The Fund intends to comply with an exemption provided under FINRA Rule 5110(h) that requires the Fund to make at least two repurchase offers per calendar year. However, there may be quarters in which no repurchase offer is made, and it is possible that no future repurchase offers will be conducted by the Fund at all. If a repurchase offer is not made, Shareholders may not be able to sell their Shares as there is currently no secondary market for the Shares and it is unlikely that a secondary market for the Shares will develop. If a secondary market does develop, Shareholders may be able to sell their Shares only at substantial discounts from NAV. If the Fund does conduct repurchase offers, it may be required to borrow or sell its more liquid, higher quality portfolio securities to purchase Shares that are tendered, which may increase risks for remaining Shareholders and increase fund expenses as a percent of assets. In some instances, the Fund may have to sell, distribute or otherwise dispose of investments (including pursuant to one or more secondary transactions) at a disadvantageous time for a price that is less than the price that could have been obtained if the investments were held for a longer period of time. The Fund is designed primarily for long-term investors and an investment in the Fund's Shares should be considered illiquid.

The Fund will assume all fees and expenses related to a repurchase of Shares. If a Shareholder tenders a number of Shares that would cause the aggregate NAV of the Shareholder's holdings to fall below the required minimum, the Fund reserves the right to reduce the amount to be repurchased from the Shareholder so that the required minimum balance is maintained. The Fund may also repurchase all of such a Shareholder's Shares in the Fund. The Fund or the Adviser may waive the minimum account balance from time to time.

Subject to the considerations described above, the aggregate value of Shares to be repurchased at any time will be determined by the Board in its sole discretion, and such amount may be stated as a percentage of the value of the Fund's outstanding Shares. Therefore, the Fund may determine not to conduct a repurchase offer at a time that the Fund normally conducts a repurchase offer. The Fund may also elect to repurchase less than the full amount that a Shareholder requests to be repurchased. If a repurchase offer is oversubscribed by Shareholders who tender Shares, the Fund may extend the repurchase offer, repurchase a pro rata portion of the Shares tendered, or take any other action permitted by applicable law. The Fund may cause the repurchase of a Shareholder's Shares if, among other reasons, the Fund determines that such repurchase would be in the interest of the Fund. These circumstances may include, for example, where, due to the death of a shareholder, Shares have been transferred by operation of law to a transferee who does not satisfy the Fund's investor eligibility requirements.

The Fund generally expects to repurchase its Shares with cash, although it reserves the ability to issue payment for the repurchase of Shares through a distribution of its portfolio securities. The Fund does not generally expect to distribute securities as payment for repurchased Shares. Payments in cash for repurchased Shares may require the Fund to liquidate certain Fund investments earlier than the Adviser otherwise would liquidate such holdings, potentially resulting in losses, and may increase the Fund's portfolio turnover. The Fund also may need to maintain higher levels of cash or borrow money to pay repurchase requests in cash. Such a practice could increase the Fund's operating expenses and impact the ability of the Fund to achieve its investment objective.

In certain circumstances the Board may determine not to conduct a repurchase offer, or to conduct a repurchase offer of less than 5% of the Fund's net assets. In particular (but without limiting the wide discretion of the Board), during periods of financial market stress, the Board may determine that some or all of the Fund's investments cannot be liquidated at their fair value, making a determination not to conduct repurchase offers more likely.

Other than the early repurchase fee, the Fund does not presently intend to impose any charges on the repurchase of Shares.

A Shareholder who tenders some but not all of its Shares for repurchase will be required to maintain a minimum account balance of $10,000. Such minimum ownership requirement may be waived by the Board, in its sole discretion. If such requirement is not waived by the Board, the Fund may redeem all of the Shareholder's Shares. To the extent a Shareholder seeks to tender all of the Shares they own and the Fund repurchases less than the full amount of Shares that the Shareholder requests to have repurchased, the Shareholder may maintain a balance of Shares of less than $10,000 following such Share repurchase. The Fund may also repurchase all of such a Shareholder's Shares in the Fund. The Fund or the Adviser may waive the minimum account balance from time to time.

In the event that the Adviser or any of its affiliates holds Shares in its capacity as a Shareholder, such Shares may be tendered for repurchase in connection with any repurchase offer made by the Fund, without notice to the other Shareholders.

The repurchase of Shares is subject to regulatory requirements imposed by the SEC. The Fund's repurchase procedures are intended to comply with such requirements. However, in the event that the Board determines that modification of the repurchase procedures described above is required or appropriate, the Board will adopt revised repurchase procedures as necessary to ensure the Fund's compliance with applicable regulations or as the Board in its sole discretion deems appropriate.

Repurchase of Shares

At the sole discretion of the Board, the Fund may from time to time provide Shareholders with a limited degree of liquidity by offering to repurchase Shares pursuant to written tenders by Shareholders. Repurchase offers, if any, will be made to all holders of Shares.

The Adviser currently expects to recommend to the Board that, under normal market circumstances, the Fund conduct repurchase offers in respect of no more than 5% of the Fund's net assets on a quarterly basis. However, in any given quarter, the Fund may or may not conduct a repurchase offer. In determining whether the Fund should offer to repurchase Shares, the Board will consider the recommendations of the Adviser as to the timing of such an offer, as well as a variety of operational, business, and economic factors. Each repurchase offer would be made and Shareholders would be notified in accordance with the requirements of the Securities Exchange Act of 1934, as amended, and the 1940 Act, either by publication or mailing or both.

Following the commencement of an offer to repurchase Shares, the Fund may suspend, postpone or terminate such offer in certain circumstances upon the determination of a majority of the Board that such suspension, postponement or termination is advisable for the Fund and its Shareholders, including, without limitation, circumstances as a result of which it is not reasonably practicable for the Fund to dispose of its investments or to determine its net asset value, and other unusual circumstances. In the event of termination, however, the Fund may terminate an offer only upon the occurrence of conditions as specified at the outset of the offer that are objectively verifiable and outside of the control of the Fund or its agents or affiliates. Shareholders may withdraw their written tenders within the timeframe discussed in the applicable tender offer documentation if the tender has not yet been accepted by the Fund for payment. Once the tender has been accepted for payment, the Fund will repurchase the Shares out of the Fund's net assets and remit the repurchase price to Shareholders, less any applicable early repurchase fee, as set forth in the documentation for the applicable tender offer.

The Fund intends to comply with an exemption provided under FINRA Rule 5110(h) that requires the Fund to make at least two repurchase offers per calendar year. However, there may be quarters in which no repurchase offer is made, and it is possible that no future repurchase offers will be conducted by the Fund at all. If a repurchase offer is not made, Shareholders may not be able to sell their Shares as there is currently no secondary market for the Shares and it is unlikely that a secondary market for the Shares will develop. If a secondary market does develop, Shareholders may be able to sell their Shares only at substantial discounts from NAV. If the Fund does conduct repurchase offers, it may be required to borrow or sell its more liquid, higher quality portfolio securities to purchase Shares that are tendered, which may increase risks for remaining Shareholders and increase fund expenses as a percent of assets. In some instances, the Fund may have to sell, distribute or otherwise dispose of investments (including pursuant to one or more secondary transactions) at a disadvantageous time for a price that is less than the price that could have been obtained if the investments were held for a longer period of time. The Fund is designed primarily for long-term investors and an investment in the Fund's Shares should be considered illiquid.

The Fund will assume all fees and expenses related to a repurchase of Shares. If a Shareholder tenders a number of Shares that would cause the aggregate NAV of the Shareholder's holdings to fall below the required minimum, the Fund reserves the right to reduce the amount to be repurchased from the Shareholder so that the required minimum balance is maintained. The Fund may also repurchase all of such a Shareholder's Shares in the Fund. The Fund or the Adviser may waive the minimum account balance from time to time.

Subject to the considerations described above, the aggregate value of Shares to be repurchased at any time will be determined by the Board in its sole discretion, and such amount may be stated as a percentage of the value of the Fund's outstanding Shares. Therefore, the Fund may determine not to conduct a repurchase offer at a time that the Fund normally conducts a repurchase offer. The Fund may also elect to repurchase less than the full amount that a Shareholder requests to be repurchased. If a repurchase offer is oversubscribed by Shareholders who tender Shares, the Fund may extend the repurchase offer, repurchase a pro rata portion of the Shares tendered, or take any other action permitted by applicable law. The Fund may cause the repurchase of a Shareholder's Shares if, among other reasons, the Fund determines that such repurchase would be in the interest of the Fund. These circumstances may include, for example, where, due to the death of a shareholder, Shares have been transferred by operation of law to a transferee who does not satisfy the Fund's investor eligibility requirements.

The Fund generally expects to repurchase its Shares with cash, although it reserves the ability to issue payment for the repurchase of Shares through a distribution of its portfolio securities. The Fund does not generally expect to distribute securities as payment for repurchased Shares. Payments in cash for repurchased Shares may require the Fund to liquidate certain Fund investments earlier than the Adviser otherwise would liquidate such holdings, potentially resulting in losses, and may increase the Fund's portfolio turnover. The Fund also may need to maintain higher levels of cash or borrow money to pay repurchase requests in cash. Such a practice could increase the Fund's operating expenses and impact the ability of the Fund to achieve its investment objective.

In certain circumstances the Board may determine not to conduct a repurchase offer, or to conduct a repurchase offer of less than 5% of the Fund's net assets. In particular (but without limiting the wide discretion of the Board), during periods of financial market stress, the Board may determine that some or all of the Fund's investments cannot be liquidated at their fair value, making a determination not to conduct repurchase offers more likely.

Other than the early repurchase fee, the Fund does not presently intend to impose any charges on the repurchase of Shares.

A Shareholder who tenders some but not all of its Shares for repurchase will be required to maintain a minimum account balance of $10,000. Such minimum ownership requirement may be waived by the Board, in its sole discretion. If such requirement is not waived by the Board, the Fund may redeem all of the Shareholder's Shares. To the extent a Shareholder seeks to tender all of the Shares they own and the Fund repurchases less than the full amount of Shares that the Shareholder requests to have repurchased, the Shareholder may maintain a balance of Shares of less than $10,000 following such Share repurchase. The Fund may also repurchase all of such a Shareholder's Shares in the Fund. The Fund or the Adviser may waive the minimum account balance from time to time.

In the event that the Adviser or any of its affiliates holds Shares in its capacity as a Shareholder, such Shares may be tendered for repurchase in connection with any repurchase offer made by the Fund, without notice to the other Shareholders.

The repurchase of Shares is subject to regulatory requirements imposed by the SEC. The Fund's repurchase procedures are intended to comply with such requirements. However, in the event that the Board determines that modification of the repurchase procedures described above is required or appropriate, the Board will adopt revised repurchase procedures as necessary to ensure the Fund's compliance with applicable regulations or as the Board in its sole discretion deems appropriate.

Certain ERISA Considerations

Because C-SPEF is registered as an investment company under the 1940 Act, the underlying assets of C-SPEF will not be considered to be "plan assets" of any "benefit plan investor" (within the meaning of ERISA) investing in C-SPEF for purposes of the fiduciary responsibility and prohibited transaction rules under Title I of ERISA and Section 4975 of the Code. Thus, it is not intended that C-SPEF or the Adviser will be a fiduciary within the meaning of ERISA or Section 4975 of the Code with respect to the assets of any "benefit plan investor" that becomes a Shareholder, solely as a result of the benefit plan investor's investment in C-SPEF. For a discussion of certain risks and considerations relating to an investment in C-SPEF, see "Certain ERISA Considerations" in the SAI.

The provisions of ERISA are subject to extensive and continuing administrative and judicial interpretation and review. The discussion of ERISA contained herein is, of necessity, general and may be affected by future publication of regulations and rulings. Potential investors should consult their legal advisers regarding the consequences under ERISA and Section 4975 of the Code of an investment in C-SPEF.

Distributions

C-SPEF has elected to be treated, and intends to qualify annually as a RIC under the Code and intends to distribute at least 90% of its investment company taxable income to its Shareholders. For any distribution, C-SPEF will calculate each Shareholder's specific distribution amount for the period using record and declaration dates. From time to time, C-SPEF may also pay special interim distributions in the form of cash or Shares at the discretion of the Board.

C-SPEF cannot guarantee that it will make distributions. C-SPEF may finance its cash distributions to Shareholders from any sources of funds available to C-SPEF, including offering proceeds, borrowings, net investment income from operations, capital gains proceeds from the sale of assets (including fund investments), non-capital gains proceeds from the sale of assets (including fund investments), dividends or other distributions paid to C-SPEF on account of preferred and common equity investments by C-SPEF in Portfolio Funds and/or Co-Investments and expense reimbursements from the Adviser. C-SPEF has not established limits on the amount of funds C-SPEF may use from available sources to make distributions. The repayment of any amounts owed to the Adviser or its affiliates will reduce future distributions to which you would otherwise be entitled.

Each year a statement on IRS Form 1099-DIV (or successor form), identifying the character (e.g., as ordinary dividend income, qualified dividend income or long-term capital gain) of the distributions, will be mailed to Shareholders. C-SPEF's distributions may exceed C-SPEF's earnings, especially during the period before C-SPEF has substantially invested the proceeds from this offering. As a result, a portion of the distributions C-SPEF makes may represent a return of capital for U.S. federal tax purposes. A return of capital generally is a return of your investment rather than a return of earnings or gains derived from C-SPEF's investment activities and will be made after deduction of the fees and expenses payable in connection with the offering, including any fees payable to the Adviser. See "Material U.S. Federal Income Tax Considerations" for more information. There can be no assurance that C-SPEF will be able to pay distributions at a specific rate or at all.

Shareholders will automatically have all distributions reinvested in Shares of C-SPEF issued by C-SPEF in accordance with C-SPEF's dividend reinvestment plan unless an election is made to receive cash. See "Dividend Reinvestment Plan."

Dividend Reinvestment Plan

C-SPEF operates under a DRIP administered by the Administrator. Pursuant to the DRIP, C-SPEF's distributions, net of any applicable U.S. withholding tax, are reinvested in the same class of Shares of C-SPEF. C-SPEF expects to coordinate distribution payment dates so that the same net asset value that is used for the monthly closing date immediately preceding such distribution payment date will be used to calculate the purchase net asset value for purchasers under the DRIP. Shares issued pursuant to the DRIP will have the same voting rights as C-SPEF's Shares acquired by subscription to C-SPEF.

Shareholders automatically participate in the DRIP, unless and until an election is made to withdraw from the plan on behalf of such participating Shareholder. A Shareholder who does not wish to have distributions automatically reinvested may terminate participation in the DRIP at any time by written instructions to that effect to the Administrator. Shareholders who elect not to participate in the DRIP will receive all distributions in cash paid to the Shareholder of record (or, if the Shares are held in street or other nominee name, then to such nominee). Such written instructions must be received by the Administrator 30 days prior to the record date of the distribution or the Shareholder will receive such distribution in Shares through the DRIP. Under the DRIP, C-SPEF's distributions to Shareholders are automatically reinvested in full and fractional Shares as described below.

When C-SPEF declares a distribution, the Administrator, on the Shareholder's behalf, will receive additional authorized Shares from C-SPEF either newly issued or repurchased from Shareholders by C-SPEF and held as treasury stock. The number of Shares to be received when distributions are reinvested will be determined by dividing the amount of the distribution by C-SPEF's net asset value per Share for the relevant class of Shares.

The Administrator will maintain all Shareholder accounts and furnish written confirmations of all transactions in the accounts, including information needed by Shareholders for personal and tax records. The Administrator will hold Shares in the account of the Shareholders in non-certificated form in the name of the participant, and each shareholder's proxy, if any, will include those Shares purchased pursuant to the DRIP. The Administrator will distribute all proxy solicitation materials, if any, to participating Shareholders.

In the case of Shareholders, such as banks, brokers or nominees, that hold Shares for others who are beneficial owners participating under the DRIP, The Administrator will administer the DRIP on the basis of the number of Shares certified from time to time by the record Shareholder as representing the total amount of Shares registered in the Shareholder's name and held for the account of beneficial owners participating under the DRIP.

Neither The Administrator nor C-SPEF will have any responsibility or liability beyond the exercise of ordinary care for any action taken or omitted pursuant to the DRIP, nor will they have any duties, responsibilities or liabilities except such as expressly set forth herein. In addition, neither of them will be liable hereunder for any act done in good faith or for any good faith omissions to act, including, without limitation, failure to terminate a participant's account prior to receipt of written notice of his or her death or with respect to prices at which Shares are purchased or sold for the participants account and the terms on which such purchases and sales are made, subject to applicable provisions of the federal securities laws.

The automatic reinvestment of dividends will not relieve participants of any federal, state or local income tax that may be payable (or required to be withheld) on such dividends. C-SPEF may elect to make non-cash distributions to Shareholders. Such distributions are not subject to the DRIP, and all Shareholders, regardless of whether or not they are participants in the DRIP, will receive such distributions in additional Shares of C-SPEF.

C-SPEF reserves the right to amend or terminate the DRIP. There is no direct service charge to participants with regard to purchases under the DRIP; however, C-SPEF reserves the right to amend the DRIP to include a service charge payable by the participants.

All correspondence concerning the DRIP should be directed to State Street Transfer Agency, 1776 Heritage Drive, North Quincy, MA 02171 c/o Mailstop: JAB0321. Certain transactions can be performed by calling the toll free number 1-877-463-2189.

Description of Shares

C-SPEF is a recently organized Delaware statutory trust formed on March 1, 2023. C-SPEF currently offers three classes of Shares: Class I Shares, Class S Shares and Class D Shares. C-SPEF has received exemptive relief from the SEC that permits C-SPEF to issue multiple classes of Shares with different asset-based distribution and/or shareholder servicing fees and early withdrawal fees, as applicable. An investment in any Share class of C-SPEF represents an investment in the same assets of C-SPEF. However, the minimum investment amounts and ongoing fees and expenses for each Share class are expected to be different. The estimated fees and expenses for each class of Shares of C-SPEF are set forth in "Summary of Fees and Expenses."

Shares of each class of C-SPEF represent an equal pro rata interest in C-SPEF and, generally, have identical voting, distribution, liquidation, and other rights, preferences, powers, restrictions, limitations, qualifications and terms and conditions, except that: (i) each class has a different designation; (ii) each class of Shares bears any class-specific expenses; and (iii) each class will have separate voting rights on any matter submitted to shareholders in which the interests of one class differ from the interests of any other class, and will have exclusive voting rights on any matter submitted to shareholders that relates solely to that class.

Any additional offerings of classes of Shares will require approval by the Board. Any additional offering of classes of Shares will also be subject to the requirements of the 1940 Act, which provides that such Shares may not be issued at a price below the then-current net asset value, except in connection with an offering to existing holders of Shares or with the consent of a majority of C-SPEF's common shareholders.

The following table shows the amounts of Shares that have been authorized and outstanding as of March 31, 2025:

Share Class		Amount Authorized		Amount Outstanding
Class I Shares		Unlimited			86,058,993.32
Class S Shares		Unlimited			25,930,640.45
Class D Shares		Unlimited			800,000

There is currently no market for the Shares, and C-SPEF does not expect that a market for the Shares will develop in the foreseeable future.

Certain Provisions in Declaration of Trust

An investor in C-SPEF will be a Shareholder of C-SPEF and his or her rights in C-SPEF will be established and governed by the Declaration of Trust. A prospective investor and his or her advisers should carefully review the Declaration of Trust as each Shareholder will agree to be bound by its terms and conditions. The following is a summary description of additional items and of select provisions of the Declaration of Trust that may not be described elsewhere in this Prospectus. The description of such items and provisions is not definitive and reference should be made to the complete text of the Declaration of Trust.

Shareholders; Additional Classes of Shares

Persons who purchase Shares will be Shareholders of C-SPEF. The Adviser may invest in C-SPEF as a Shareholder.

In addition, to the extent permitted by the 1940 Act and subject to C-SPEF's exemptive relief from the SEC, C-SPEF reserves the right to issue additional classes of shares in the future subject to fees, charges, repurchase rights, and other characteristics different from those of the Shares offered in this Prospectus.

Liability of Shareholders

Under the Declaration of Trust, no Shareholder will be subject to any personal liability whatsoever to any Person (as defined in the Declaration of Trust) in connection with the trust property or the acts, obligations or affairs of C-SPEF, and the Board may reduce any amount payable by C-SPEF to a Shareholder in respect of a repurchase of Shares, in accordance with the Declaration of Trust in certain circumstances.

Anti-Takeover Provisions

The Declaration of Trust includes provisions that could have the effect of limiting the ability of other entities or persons to acquire control of C-SPEF or to change the composition of the Board. These provisions may have the effect of discouraging attempts to acquire control of C-SPEF, which attempts could have the effect of increasing the expenses of C-SPEF and interfering with the normal operation of C-SPEF. The Trustees are elected for indefinite terms and do not stand for reelection. A Trustee may be removed from office (i) at any meeting of Shareholders by a vote of not less than two-thirds of the outstanding voting Shares, or (ii) without cause only by a written instrument signed or adopted by all of the remaining Trustees. The Declaration of Trust also gives Shareholders a right to bring a derivative action on behalf of C-SPEF if certain conditions are met. The Declaration of Trust does not contain any other specific inhibiting provisions that would operate only with respect to an extraordinary transaction such as a merger, reorganization, tender offer, sale or transfer of substantially all of C-SPEF's assets, or liquidation.

Limitation of Liability; Indemnification

The Declaration of Trust provides that the Trustees and former Trustees of the Board and officers and former officers of C-SPEF will not be liable to C-SPEF or any of the Shareholders for any loss or damage occasioned by any act or omission in the performance of their services as such in the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of their office or as otherwise required by applicable law. The Declaration of Trust also contains provisions for the indemnification, to the extent permitted by law, of the Trustees and former Trustees of the Board and officers and former officers of C-SPEF (as well as certain other related parties) by C-SPEF (but not by the Shareholders individually) against all claims, losses, liabilities, damages, costs, or expenses, including any legal fees and expenses, reasonably incurred or paid by them in connection with any proceeding in which they become involved as a party or otherwise on behalf of C-SPEF. None of these persons will be personally liable to any Shareholder for the repayment of any positive balance in the Shareholder's capital account or for contributions by the Shareholder to the capital of C-SPEF or by reason of any change in the federal or state income tax laws applicable to C-SPEF or its investors. The rights of indemnification and exculpation provided under the Declaration of Trust will not be construed so as to limit liability or provide for indemnification of the Trustees and former Trustees of the Board, officers and former officers of C-SPEF, and the other persons entitled to such indemnification for any liability (including liability under applicable federal or state 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 or limitation on liability would be in violation of applicable law, but will be construed so as to effectuate the applicable provisions of the Declaration of Trust to the extent permitted by law.

Derivative Actions and Exclusive Jurisdiction

The Declaration of Trust provides that a Shareholder may not bring a derivative action on behalf of the Trust unless: (i) the Shareholder makes a pre-suit demand upon the Trustees to bring the subject action (unless an effort to cause the Trustees to bring such an action is not likely to succeed as determined under the terms of the Declaration of Trust); (ii) Shareholders eligible to bring such derivative action who collectively hold Shares representing ten percent (10%) or more of the all Shares of the Fund issued and outstanding or ten percent (10%) of the outstanding class of Shares to which such action relates, join in the request for the Trustees to commence such action (the "10% Threshold"); and (iii) the Trustees are afforded a reasonable amount of time to consider such Shareholder request and to investigate the basis of such claim. The Trustees will be entitled to retain counsel or other advisers in considering the merits of the request and may require an undertaking by the Shareholders making such request to reimburse the Trust for the expense of any such advisors in the event that the Trustees determine not to bring such action (the "Shareholder Undertaking"). The provisions of the Declaration of Trust regarding the 10% Threshold and the Shareholder Undertaking do not apply to claims arising under the federal securities laws.

Under the Declaration of Trust, actions by Shareholders against C-SPEF asserting a claim governed by Delaware law or C-SPEF's organizational documents must be brought in the Court of Chancery of the State of Delaware or any other court in the State of Delaware with subject matter jurisdiction. Shareholders also waive the right to jury trial to the extent permitted by law. This exclusive jurisdiction provision may make it more expensive for a Shareholder to bring a suit but does not apply to claims arising under the federal securities laws.

Amendment of the Declaration of Trust

The Declaration of Trust may generally be amended, in whole or in part, with the approval of a majority of the Board (including a majority of the Independent Trustees, if required by the 1940 Act) and without the approval of the Shareholders unless the approval of Shareholders is required under 1940 Act.

Term, Dissolution, and Liquidation

C-SPEF will be dissolved upon the affirmative vote to dissolve C-SPEF by a majority of the Shares outstanding or a vote of the Trustees of the Board without need for a shareholder vote.

Upon the dissolution of C-SPEF, the Trustees of the Board are charged with winding up the affairs of C-SPEF and liquidating its assets. Upon the liquidation of C-SPEF, after establishment of appropriate reserves for contingencies in such amounts as the Board deems appropriate in its sole discretion, C-SPEF's assets will be distributed: (i) first to satisfy all claims and obligations, including all contingent, conditional or unmatured claims and obligations of C-SPEF (other than debts to Shareholders); and (ii) next to the Shareholders proportionately in accordance with the balances in their respective capital accounts. Assets may be distributed in cash or in kind according to the Shareholders respective rights.

The Board may, in its sole discretion, and if determined to be in the best interests of the Shareholders, distribute the assets of C-SPEF into and through a liquidating trust to effect the liquidation of C-SPEF. The use of a liquidating trust would be subject to the regulatory requirements of the 1940 Act and applicable Delaware law, and could result in additional expenses to the Shareholders.

Material U.S. Federal Income Tax Considerations

The following discussion is a general summary of certain material U.S. federal income tax considerations applicable to C-SPEF, to its qualification and taxation as a RIC for U.S. federal income tax purposes under Subchapter M of the Code and to an investment in C-SPEF's Shares, and to the acquisition, ownership, and disposition of C-SPEF's Shares.

This discussion does not purport to be a complete description of the tax considerations applicable to C-SPEF or its Shareholders. In particular, this discussion does not address certain considerations that may be relevant to certain types of holders subject to special treatment under U.S. federal income tax laws, including Shareholders subject to the alternative minimum tax, tax-exempt organizations, insurance companies, Shareholders that are treated as partnerships for U.S. federal income tax purposes, dealers in securities, traders in securities that elect to use a mark-to-market method of accounting for securities holdings, pension plans and trusts, financial institutions, persons that hold C-SPEF's Shares as part of a straddle or a hedging or conversion transaction, real estate investment trusts ("REITs"), RICs, U.S. persons with a functional currency other than the U.S. dollar, persons who have ceased to be U.S. citizens or to be taxed as residents of the United States, controlled foreign corporations ("CFCs"), and passive foreign investment companies ("PFICs"). This discussion does not discuss any aspects of U.S. estate or gift tax or foreign, state or local tax nor does it discuss the special treatment under U.S. federal income tax laws that could result if C-SPEF invests in tax-exempt securities or certain other investment assets or realizes such income through investments in Portfolio Funds that are treated as partnerships for U.S. federal income tax purposes (other than certain publicly traded partnerships), or are otherwise treated as disregarded from C-SPEF for U.S. federal income tax purposes. This discussion is limited to Shareholders that hold C-SPEF's Shares as capital assets (within the meaning of the Code), and does not address owners of a Shareholder. This discussion is based upon the Code, U.S. Treasury regulations, published rulings and court decisions, each as of the date of this Prospectus and all of which are subject to change or differing interpretations, possibly retroactively, which could affect the continuing validity of this discussion. C-SPEF has not sought, and will not seek any ruling from the IRS regarding any matter discussed herein, and this discussion is not binding on the IRS. Accordingly, there can be no assurance that the IRS would not assert, and that a court would not sustain, a position contrary to any of the tax consequences discussed herein.

For purposes of this discussion, a "U.S. Shareholder" is a beneficial owner of C-SPEF's Shares that is for U.S. federal income tax purposes:

●

an individual who is a citizen or resident of the United States;

●

a corporation, or other entity treated as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States or any state thereof or the District of Columbia;

●

a trust, if a court within the United States has primary supervision over its administration and one or more U.S. persons (as defined in the Code) have the authority to control all of its substantial decisions, or if the trust has a valid election in effect under applicable U.S. Treasury regulations to be treated as a domestic trust for U.S. federal income tax purposes; or

●

an estate, the income of which is subject to U.S. federal income taxation regardless of its source.

If a partnership (including an entity treated as a partnership for U.S. federal income tax purposes) holds C-SPEF's Shares, the tax treatment of a partner in the partnership generally will depend upon the status of the partner and the activities of the partnership. Prospective beneficial owners of C-SPEF's Shares that are partnerships or partners in such partnerships should consult their own tax advisers with respect to the purchase, ownership and disposition of C-SPEF's Shares.

Tax matters are complicated and the tax consequences to a Shareholder of an investment in C-SPEF's Shares will depend on the facts of such Shareholder's particular situation. Shareholders are strongly encouraged to consult their own tax adviser regarding the U.S. federal income tax consequences of the acquisition, ownership and disposition (including by reason of a repurchase) of C-SPEF's Shares, as well as the effect of state, local and foreign tax laws, and the effect of any possible changes in tax laws.

Election to be Taxed as a Regulated Investment Company

C-SPEF has elected to be treated as a RIC for U.S. federal income tax purposes and intends to continue to operate in a manner so as to continuously qualify annually as a RIC under the Code. C-SPEF has made a timely election to be treated as a corporation for U.S. federal income tax purposes in order to make a valid RIC election. As a RIC, C-SPEF generally will not pay corporate-level U.S. federal income taxes on any net ordinary income or capital gains that C-SPEF timely distributes (or is deemed to timely distribute) to its Shareholders as dividends. Instead, dividends C-SPEF distributes (or is deemed to timely distribute) to Shareholders generally will be taxable to Shareholders, and any net operating losses, foreign tax credits and most other tax attributes generally will not pass through to Shareholders. C-SPEF will be subject to U.S. federal corporate-level income tax on any undistributed income and gains. To qualify as a RIC, C-SPEF must, among other things, meet certain source-of-income and asset diversification requirements (as described below). In addition, C-SPEF must distribute to its Shareholders, for each taxable year, at least 90% of its investment company taxable income (which generally is C-SPEF's net ordinary taxable income and realized net short-term capital gains in excess of realized net long-term capital losses, determined without regard to the dividends paid deduction) (the "Annual Distribution Requirement") for any taxable year. The following discussion assumes that C-SPEF qualifies as a RIC.

Qualification and Taxation as a Regulated Investment Company

If C-SPEF (1) qualifies as a RIC and (2) satisfies the Annual Distribution Requirement, then C-SPEF will not be subject to U.S. federal income tax on the portion of its investment company taxable income and net capital gain (realized net long-term capital gain in excess of realized net short term capital loss) that C-SPEF timely distributes (or is deemed to timely distribute) to Shareholders. C-SPEF will be subject to U.S. federal income tax at the regular corporate rate on any of its income or capital gains not distributed (or deemed distributed) to its Shareholders.

If C-SPEF fails to distribute in a timely manner an amount at least equal to the sum of (1) 98% of its ordinary income for the calendar year, (2) 98.2% of its net capital gain income (both long-term and short-term) for the one-year period ending October 31 in that calendar year and (3) any income realized, but not distributed, in the preceding years (to the extent that income tax was not imposed on such amounts) less certain over-distributions in prior years (together, the "Excise Tax Distribution Requirements"), C-SPEF will be subject to a 4% nondeductible federal excise tax on the portion of the undistributed amounts of such income that are less than the amounts required to be distributed based on the Excise Tax Distribution Requirements. For this purpose, however, any ordinary income or capital gain net income retained by C-SPEF that is subject to corporate income tax for the tax year ending in that calendar year will be considered to have been distributed by year end (or earlier if estimated taxes are paid). In order to meet the Excise Tax Distribution Requirement for a particular year, C-SPEF will need to receive certain information from the Portfolio Funds, which it may not timely receive, in which case C-SPEF will need to estimate the amount of distributions it needs to make to meet the Excise Tax Distribution Requirement. If C-SPEF underestimates that amount, it will be subject to the excise tax. In addition, C-SPEF may choose to retain its net capital gains or any investment company taxable income, and pay the associated U.S. federal corporate income tax, including the U.S. federal excise tax, thereon. In either event described in the preceding two sentences, C-SPEF will only pay the excise tax on the amount by which C-SPEF does not meet the Excise Tax Distribution Requirements.

To qualify as a RIC for U.S. federal income tax purposes, C-SPEF generally must, among other things:

●

elect to be treated and qualify as a registered management company under the 1940 Act at all times during each taxable year;

●

derive in each taxable year at least 90% of its gross income from (a) dividends, interest, payments with respect to certain securities loans, gains from the sale of stock, securities, or foreign currencies (including certain deemed inclusions) derived with respect to C-SPEF's business of investing in such stock, securities, foreign currencies or other income, or (b) net income derived from an interest in a qualified publicly traded partnership ("QPTP") (collectively, the "90% Gross Income Test"); and

●

diversify its holdings so that at the end of each quarter of the taxable year:

o

at least 50% of the value of its assets consists of cash, cash equivalents, U.S. government securities, securities of other RICs and other securities that, with respect to any issuer, do not represent more than 5% of the value of C-SPEF's assets or more than 10% of the outstanding voting securities of that issuer; and

o

no more than 25% of the value of its assets is invested in the securities, other than U.S. government securities or securities of other RICs, of (i) one issuer, (ii) or of two or more issuers that are controlled, as determined under the Code, by C-SPEF and that are engaged in the same or similar or related trades or businesses or (iii) securities of one or more QPTPs (collectively, the "Diversification Tests").

C-SPEF has an opt-out DRIP. The tax consequences to Shareholders of participating in the DRIP are discussed below - "Taxation of U.S. Shareholders."

C-SPEF may have investments, either directly or through the Portfolio Funds, that require income to be included in investment company taxable income in a year prior to the year in which C-SPEF or the Portfolio Funds actually receive a corresponding amount of cash in respect of such income. For example, if the Portfolio Funds hold, directly or indirectly, corporate stock with respect to which Section 305 of the Code requires inclusion in income of amounts of deemed dividends even if no cash distribution is made, C-SPEF must include in its taxable income in each year the full amount of its applicable share of these deemed dividends. Additionally, if C-SPEF holds, directly or indirectly through the Portfolio Funds, debt obligations that are treated under applicable U.S. federal income tax rules as having original issue discount ("OID") (such as debt instruments with "payment in kind" interest or, in certain cases, that have increasing interest rates or are issued with warrants), C-SPEF must include in its taxable income in each year a portion of the OID that accrues over the life of the obligation, regardless of whether C-SPEF receives cash representing such income in the same taxable year. C-SPEF may also have to include in its taxable income other amounts that it has not yet received in cash but has been allocated by the Portfolio Funds, including as described below under the heading "Non-U.S. Investments, including PFICs and CFCs" and in certain situations where C-SPEF owns, directly or indirectly, an interest in a partnership that does not have a Section 754 election in effect.

A RIC is limited in its ability to deduct expenses in excess of its investment company taxable income. If C-SPEF's deductible expenses in a given year exceed its investment company taxable income, C-SPEF will have a net operating loss for that year. A RIC is not able to offset its investment company taxable income with net operating losses on either a carryforward or carryback basis, and net operating losses generally will not pass through to Shareholders. In addition, expenses may be used only to offset investment company taxable income, and may not be used to offset net capital gain. A RIC may not use any net capital losses (i.e., realized capital losses in excess of realized capital gains) to offset its investment company taxable income, but may carry forward those losses, and use them to offset future capital gains, indefinitely. Further, a RIC's deduction of net business interest expense is limited to 30% of its "adjusted taxable income" plus "floor plan financing interest expense." It is not expected that any portion of any underwriting or similar fee will be deductible for U.S. federal income tax purposes to C-SPEF or the Shareholders. Due to these limits on the deductibility of expenses, net capital losses and business interest expenses, C-SPEF may, for U.S. federal income tax purposes, have aggregate taxable income for several years that C-SPEF is required to distribute and that is taxable to Shareholders even if this income is greater than the aggregate net income C-SPEF actually earned during those years.

In order to enable C-SPEF to make distributions to Shareholders that will be sufficient to enable C-SPEF to satisfy the Annual Distribution Requirement or the Excise Tax Distribution Requirements in the event that the circumstances described in the preceding two paragraphs apply, C-SPEF may need to liquidate or sell some of its assets at times or at prices that C-SPEF would not consider advantageous, C-SPEF may need to raise additional equity or debt capital, C-SPEF may need to take out loans, or C-SPEF may need to forego new investment opportunities or otherwise take actions that are disadvantageous to C-SPEF's business (or be unable to take actions that are advantageous to its business). Even if C-SPEF is authorized to borrow and to sell assets in order to satisfy the Annual Distribution Requirement or the Excise Tax Distribution Requirements, under the 1940 Act, C-SPEF generally is not permitted to make distributions to its Shareholders while its debt obligations and senior securities are outstanding unless certain "asset coverage" tests or other financial covenants are met.

If C-SPEF is unable to obtain cash from other sources to enable C-SPEF to satisfy the Annual Distribution Requirement, C-SPEF may fail to qualify for the U.S. federal income tax benefits allowable to RICs and, thus, become subject to a corporate-level U.S. federal income tax (and any applicable state and local taxes). Although C-SPEF expects to operate in a manner so as to qualify continuously as a RIC, C-SPEF may decide in the future to be taxed as a "C" corporation, even if C-SPEF would otherwise qualify as a RIC, if C-SPEF determines that such treatment as a C corporation for a particular year would be in C-SPEF's best interest.

An entity that is properly classified as a partnership, rather than an association or publicly traded partnership taxable as a corporation, is not itself subject to U.S. federal income tax. Instead, each partner of the partnership must take into account its distributive share of the partnership's income, gains, losses, deductions and credits (including all such items allocable to that partnership from investments in other partnerships) for each taxable year of the partnership ending with or within the partner's taxable year, without regard to whether such partner has received or will receive corresponding cash distributions from the partnership. For the purpose of determining whether C-SPEF satisfies the 90% Gross Income Test and the Diversification Tests, the character of C-SPEF's distributive share of items of income, gain, losses, deductions and credits derived through any investments in companies that are treated as partnerships for U.S. federal income tax purposes (other than certain publicly traded partnerships), such as the Portfolio Funds, or are otherwise treated as disregarded from C-SPEF for U.S. federal income tax purposes, generally will be determined as if C-SPEF realized these tax items directly. In order to meet the 90% Gross Income Test, C-SPEF may structure its investments in a way that could increase the taxes imposed thereon or in respect thereof. For example, C-SPEF may elect to hold such investments through a subsidiary U.S. or non-U.S. corporation (or other entity treated as such for U.S. tax purposes). In such a case, any income from such investments should not adversely affect C-SPEF's ability to meet the 90% Gross Income Test, although such income may be subject to U.S. or non-U.S. tax depending on the circumstances, which C-SPEF would indirectly bear through its ownership of such subsidiary corporation.

Further, for purposes of calculating the value of C-SPEF's investment in the securities of an issuer for purposes of determining the 25% requirement of the Diversification Tests, C-SPEF's proper proportion of any investment in the securities of that issuer that are held by a member of C-SPEF's "controlled group" must be aggregated with C-SPEF's investment in that issuer. A controlled group is one or more chains of corporations connected through stock ownership with C-SPEF if (a) at least 20% of the total combined voting power of all classes of voting stock of each of the corporations is owned directly by one or more of the other corporations, and (b) C-SPEF directly owns at least 20% or more of the combined voting stock of at least one of the other corporations.

Failure to Qualify as a Regulated Investment Company

If C-SPEF, otherwise qualifying as a RIC, fails to satisfy the 90% Gross Income Test for any taxable year or the Diversification Tests for any quarter of a taxable year, C-SPEF may continue to be taxed as a RIC for the relevant taxable year if certain relief provisions of the Code apply (which might, among other things, require C-SPEF to pay certain corporate-level U.S. federal taxes or to dispose of certain assets). If C-SPEF fails to qualify as a RIC for more than two consecutive taxable years and then seeks to re-qualify as a RIC, C-SPEF would generally be required to recognize gain to the extent of any unrealized appreciation in its assets unless C-SPEF elects to pay U.S. corporate income tax on any such unrealized appreciation during the succeeding 5-year period.

If C-SPEF fails to qualify for treatment as a RIC in any taxable year and is not eligible for relief provisions, C-SPEF would be subject to U.S. federal income tax on all of its taxable income at the regular corporate U.S. federal income tax rate and would be subject to any applicable state and local taxes, regardless of whether C-SPEF makes any distributions to Shareholders. Additionally, C-SPEF would not be able to deduct distributions to its Shareholders, nor would distributions to Shareholders be required to be made for U.S. federal income tax purposes. Any distributions C-SPEF makes generally would be taxable to Shareholders as ordinary dividend income and, subject to certain limitations under the Code, would be eligible for the current maximum rate applicable to qualifying dividend income of individuals and other non-corporate U.S. Shareholders, to the extent of C-SPEF's current or accumulated earnings and profits. Subject to certain limitations under the Code, U.S. Shareholders that are corporations for U.S. federal income tax purposes would be eligible for the dividends-received deduction. Distributions in excess of C-SPEF's current and accumulated earnings and profits would be treated first as a return of capital to the extent of the holder's adjusted tax basis in C-SPEF's Shares, and any remaining distributions would be treated as capital gain.

The remainder of this discussion assumes that C-SPEF will continuously qualify as a RIC for each taxable year.

C-SPEF's Investments-General

Certain of C-SPEF's investment practices may be subject to special and complex U.S. federal income tax provisions that may, among other things, (1) treat dividends that would otherwise constitute qualified dividend income as non-qualified dividend income, (2) disallow, suspend or otherwise limit the allowance of certain losses or deductions, (3) convert lower-taxed long-term capital gain into higher-taxed short-term capital gain or ordinary income, (4) convert an ordinary loss or a deduction into a capital loss (the deductibility of which is more limited), (5) cause it to recognize income or gain without receipt of a corresponding cash payment, (6) adversely affect the time as to when a purchase or sale of stock or securities is deemed to occur, (7) adversely alter the characterization of certain complex financial transactions and (8) produce income that will not be qualifying income for purposes of the 90% Gross Income Test. C-SPEF intends to monitor its transactions and may make certain tax elections in order to mitigate the effects of these provisions; however, no assurance can be given that C-SPEF will be eligible for any such tax elections or that any elections it makes will fully mitigate the effects of these provisions.

Unless otherwise indicated, references in this discussion to C-SPEF's investments, activities, income, gain and loss, include both the Co-Investments, activities, income, gain and loss of C-SPEF, as well as those indirectly attributable to C-SPEF as a result of C-SPEF's investment in any Portfolio Fund (or other entity) that is properly classified as a partnership or disregarded entity for U.S. federal income tax purposes (and not an association or publicly traded partnership taxable as a corporation).

A Portfolio Fund in which C-SPEF invests may face financial difficulties that require C-SPEF to work-out, modify or otherwise restructure its investment in Portfolio Fund. Any such transaction could, depending upon the specific terms of the transaction, cause C-SPEF to recognize taxable income without a corresponding receipt of cash, which could affect its ability to satisfy the Annual Distribution Requirement or the Excise Tax Distribution Requirements or result in unusable capital losses and future non-cash income. Any such transaction could also result in C-SPEF receiving assets that give rise to non-qualifying income for purposes of the 90% Gross Income Test.

Securities and other financial assets

Gain or loss recognized by C-SPEF from securities and other financial assets acquired by it, as well as any loss attributable to the lapse of options, warrants, or other financial assets taxed as options generally will be treated as capital gain or loss. Such gain or loss generally will be long-term or short-term depending on how long C-SPEF held a particular security or other financial asset.

Non-U.S. Investments, including PFICs and CFCs

C-SPEF's investment in non-U.S. securities may be subject to non-U.S. income, withholding and other taxes. Shareholders generally will not be entitled to claim a U.S. foreign tax credit or deduction with respect to non-U.S. taxes paid by C-SPEF.

If C-SPEF purchases shares in a PFIC, C-SPEF may be subject to U.S. federal income tax on a portion of any "excess distribution" received on, or any gain from the disposition of, such shares even if C-SPEF distributes such income as a taxable dividend to Shareholders. Additional charges in the nature of interest generally will be imposed on C-SPEF in respect of deferred taxes arising from any such excess distribution or gain. If C-SPEF invests in a PFIC and elects to treat the PFIC as a "qualified electing fund" under the Code (a "QEF"), in lieu of the foregoing requirements, C-SPEF will be required to include in gross income each year a portion of the ordinary earnings and net capital gain of the QEF, even if such income is not distributed by the QEF. Any inclusions in C-SPEF's gross income resulting from the QEF election will be considered qualifying income for the purposes of the 90% Gross Income Test. Alternatively, C-SPEF may elect to mark-to-market at the end of each taxable year its shares in such PFIC, where applicable. In such case C-SPEF will recognize as ordinary income any increase in the value of such shares, and as ordinary loss any decrease in such value to the extent it does not exceed prior increases included in its income. C-SPEF's ability to make either election will depend on factors beyond C-SPEF's control, and is subject to restrictions which may limit the availability of the benefit of these elections. Under either election, C-SPEF may be required to recognize in any year income in excess of its distributions from PFICs and its proceeds from dispositions of PFIC stock during that year, and such income will nevertheless be subject to the Annual Distribution Requirement and will be taken into account for purposes of determining whether C-SPEF satisfies the Excise Tax Distribution Requirements. See "-Qualification and Taxation as a Regulated Investment Company" above.

If C-SPEF holds more than 10% of the shares in a foreign corporation that is treated as a CFC, C-SPEF may be treated as receiving a deemed distribution (taxable as ordinary income or, if eligible, the preferential rates that apply to "qualified dividend income") each year from such foreign corporation in an amount equal to its pro rata share of the foreign corporation's income for the tax year (including both ordinary earnings and capital gains), whether or not the foreign corporation makes an actual distribution during such year. This deemed distribution is required to be included in the income of a U.S. shareholder of a CFC. In general, a foreign corporation will be classified as a CFC if more than 50% of the shares of the corporation, measured by reference to combined voting power or value, is owned (directly, indirectly or by attribution) by U.S. shareholders. A "U.S. shareholder," for this purpose, is any U.S. person that possesses (actually or constructively) 10% or more of the combined value or voting power of all classes of shares of a corporation. If C-SPEF is treated as receiving a deemed distribution from a CFC, C-SPEF will be required to include such distribution in its investment company taxable income regardless of whether C-SPEF receives any actual distributions from such CFC, and C-SPEF must distribute such income to satisfy the Annual Distribution Requirement and the Excise Tax Distribution Requirement. Income inclusions from a foreign corporation that is a CFC are "good income" for purposes of the 90% Gross Income Test regardless of whether C-SPEF receives timely distributions of such income from the foreign corporation.

Non-U.S. Currency

C-SPEF's functional currency is the U.S. dollar for U.S. federal income tax purposes. Under Section 988 of the Code, gains or losses attributable to fluctuations in exchange rates between the time C-SPEF accrues income, expenses or other liabilities denominated in a currency other than the U.S. dollar and the time it actually collects such income or pay such expenses or liabilities may be treated as ordinary income or loss by C-SPEF. Similarly, gains or losses on foreign currency forward contracts, the disposition of debt denominated in a foreign currency and other financial transactions denominated in foreign currency, to the extent attributable to fluctuations in exchange rates between the acquisition and disposition dates, may also be treated as ordinary income or loss.

Taxation of U.S. Shareholders

The following discussion generally describes certain material U.S. federal income tax consequences of an investment in C-SPEF's Shares beneficially owned by U.S. Shareholders (as defined above). If you are not a U.S. Shareholder this section does not apply to you. Whether an investment in C-SPEF is appropriate for a U.S. Shareholder will depend upon that person's particular circumstances. An investment in C-SPEF by a U.S. Shareholder may have adverse tax consequences. U.S. Shareholders should consult their own tax advisers about the U.S. tax consequences of investing in C-SPEF.

C-SPEF will ordinarily declare and pay dividends from its net investment income and distribute net realized capital gains, if any, twice a year. C-SPEF, however, may make distributions on a more frequent basis to comply with the distribution requirements of the Code, in all events in a manner consistent with the provisions of 1940 Act.

Distributions on, and Sale or Other Disposition of, C-SPEF's Shares

Distributions by C-SPEF generally are taxable to U.S. Shareholders as ordinary income or capital gains. Distributions of C-SPEF's investment company taxable income, determined without regard to the deduction for dividends paid, will be taxable as ordinary income to U.S. Shareholders to the extent of C-SPEF's current or accumulated earnings and profits, whether paid in cash or reinvested in additional Shares. To the extent such distributions C-SPEF pays to non-corporate U.S. Shareholders (including individuals) are attributable to dividends from U.S. corporations and certain qualified foreign corporations, such distributions generally are taxable to U.S. Shareholders at the preferential rates applicable to long-term capital gains. Distributions of C-SPEF's net capital gains (which generally are C-SPEF's realized net long-term capital gains in excess of realized net short-term capital losses) that are properly reported by C-SPEF as "capital gain dividends" will be taxable to a U.S. Shareholder as long-term capital gains that are currently taxable at reduced rates in the case of non-corporate taxpayers, regardless of the U.S. Shareholder's holding period for his, her or its Shares and regardless of whether paid in cash or reinvested in additional Shares. Distributions in excess of C-SPEF's earnings and profits first will reduce a U.S. Shareholder's adjusted tax basis in such U.S. Shareholder's Shares and, after the adjusted tax basis is reduced to zero, will constitute capital gains to such U.S. Shareholder.

C-SPEF generally expects to make distributions in cash but retains the discretionary ability to make distributions of securities in kind. Shareholders should consult their own tax advisers as to the possibility of C-SPEF distributing securities in kind, as well as the specific tax consequences of owning and disposing any securities actually distributed in kind by C-SPEF.

C-SPEF may retain some or all of its realized net long-term capital gains in excess of realized net short-term capital losses and designate the retained net capital gains as a "deemed distribution." In that case, among other consequences, C-SPEF will pay tax on the retained amount and each Shareholder will be required to include its share of the deemed distribution in income as if it had been actually distributed to the Shareholder, and such Shareholder will be entitled to claim a credit equal to its allocable share of the tax paid thereon by C-SPEF for U.S. federal income tax purposes. The amount of tax that individual Shareholders will be treated as having paid and for which they will receive a credit may exceed the tax they owe on the retained net capital gain. Such excess generally may be claimed as a credit against the U.S. Shareholder's other U.S. federal income tax obligations or may be refunded to the extent it exceeds a U.S. Shareholder's liability for U.S. federal income tax. A U.S. Shareholder that is not subject to U.S. federal income tax or otherwise required to file a U.S. federal income tax return would be required to file a U.S. federal income tax return on the appropriate form to claim a refund with respect to the allocable share of the taxes that C-SPEF has paid. For U.S. federal income tax purposes, the tax basis of Shares owned by a Shareholder will be increased by an amount equal to the excess of the amount of undistributed capital gains included in the Shareholder's gross income over the tax deemed paid by the Shareholder as described in this paragraph. To utilize the deemed distribution approach, C-SPEF must provide written notice to Shareholders prior to the expiration of 60 days after the close of the relevant taxable year. C-SPEF cannot treat any of its investment company taxable income as a "deemed distribution." C-SPEF may also make actual distributions to its Shareholders of some or all of realized net long-term capital gains in excess of realized net short-term capital losses.

U.S. Shareholders who have not "opted-out" of C-SPEF's DRIP will have their cash dividends and distributions net of any applicable U.S. withholding tax, including any amounts withheld for which a refund is available by filing a U.S. federal income tax return) automatically reinvested in additional Shares, rather than receiving cash dividends and distributions. Any dividends or distributions reinvested under the plan will nevertheless remain taxable to U.S. Shareholders. A U.S. Shareholder will have an adjusted basis in the additional Shares purchased through the DRIP equal to the dollar amount that would have been received if the U.S. Shareholder had received the dividend or distribution in cash, unless C-SPEF were to issue new Shares that are trading at or above net asset value, in which case, the U.S. Shareholder's basis in the new Shares would generally be equal to their fair market value. The additional Shares will have a new holding period commencing on the day following the day on which the Shares are credited to the U.S. Shareholder's account.

C-SPEF expects to be treated as a "publicly offered regulated investment company." As a "publicly offered regulated investment company," in addition to C-SPEF's DRIP, C-SPEF may choose to pay a majority of a required dividend in Shares rather than cash. In order for the distribution to qualify for the Annual Distribution Requirement, the dividend must be payable at the election of each Shareholder in cash or Shares (or a combination of the two), but may have a "cash cap" that limits the total amount of cash paid to not less than 20% of the entire distribution. If Shareholders in the aggregate elect to receive an amount of cash greater than C-SPEF's cash cap, then each Shareholder who elected to receive cash will receive a pro rata share of the cash and the rest of their distribution in Shares of C-SPEF. The value of the portion of the distribution made in Shares will be equal to the amount of cash for which the Shares is substituted, and C-SPEF's U.S. Shareholders will be subject to tax on such amount as though they had received cash.

For purposes of determining (1) whether the Annual Distribution Requirement is satisfied for any year and (2) the amount of capital gains dividends paid for that year, C-SPEF may, under certain circumstances, elect to treat a dividend that is paid during the following taxable year as if it had been paid during the taxable year in question. If C-SPEF makes such an election, a U.S. Shareholder will still be treated as receiving the dividend in the taxable year in which the distribution is made. However, any dividend declared by C-SPEF in October, November or December of any calendar year, payable to Shareholders of record on a specified date in such a month and actually paid during January of the following year, will be treated as if it had been received by C-SPEF's Shareholders on December 31 of the year in which the dividend was declared.

If a U.S. Shareholder receives Shares in C-SPEF shortly before the record date of a distribution, the value of the Shares will include the value of the distribution and such U.S. Shareholder will be subject to tax on the distribution even though it economically represents a return of its investment.

A U.S. Shareholder generally will recognize taxable gain or loss if the U.S. Shareholder redeems, sells or otherwise disposes of its Shares in C-SPEF. The amount of gain or loss will be measured by the difference between a U.S. Shareholder's adjusted tax basis in the Shares sold, redeemed or otherwise disposed of and the amount realized. Any gain or loss arising from such sale, redemption or other disposition generally will be treated as long-term capital gain or loss if the U.S. Shareholder has held his, her or its Shares for more than one year. Otherwise, such gain or loss will be classified as short-term capital gain or loss. However, any capital loss arising from the sale, redemption or other disposition of C-SPEF's Shares held for six months or less will be treated as long-term capital loss to the extent of the amount of capital gain dividends received, or undistributed capital gain deemed received, with respect to such Shares.

In general, U.S. Shareholders that are individuals, trusts or estates are taxed at preferential rates on their net capital gain. Such rates are lower than the maximum rate on ordinary income currently payable by individuals. Corporate U.S. Shareholders currently are subject to U.S. federal income tax on net capital gain and ordinary income at the same maximum rate. A non-corporate U.S. Shareholders with net capital losses for a year (i.e., capital loss in excess of capital gain) generally may deduct up to $3,000 of such losses against its ordinary income each year; any net capital losses of a non-corporate U.S. Shareholder in excess of $3,000 generally may be carried forward and used in subsequent years as provided in the Code. Corporate U.S. Shareholders generally may not deduct any net capital losses for a year, but may carry back such losses for three years or carry forward such losses for five years.

C-SPEF will furnish to its Shareholders as soon as practicable after the end of each taxable year information on Form 1099-DIV to assist Shareholders in preparing their tax returns. In addition, the U.S. federal tax status of each year's distributions generally will be reported to the IRS (including the amount of dividends, if any, eligible for the preferential rates applicable to long-term capital gains). Distributions by C-SPEF out of current or accumulated earnings and profits also generally will not be eligible for the 20% pass through deduction under Section 199A of the Code. Distributions may also be subject to additional state, local and non-U.S. taxes depending on a U.S. Shareholder's particular situation.

Income from Repurchases of Shares

In General. A U.S. Shareholder who participates in a repurchase of Shares will, depending on such U.S. Shareholder's particular circumstances, and as set forth further under "Sale or Exchange Treatment" and "Distribution Treatment," be treated either as recognizing gain or loss from the disposition of its Shares or as receiving a distribution from C-SPEF with respect to its Shares. Under each of these approaches, a U.S. Shareholder's realized income and gain (if any) would be calculated differently. Under the "sale or exchange" approach, a U.S. Shareholder generally would be allowed to recognize a taxable loss (if the repurchase proceeds are less than the U.S. Shareholder's adjusted tax basis in the Shares tendered and repurchased).

Sale or Exchange Treatment. In general, the tender and repurchase of C-SPEF's Shares should be treated as a sale or exchange of the Shares by a U.S. Shareholder if the receipt of cash:

●

results in a "complete termination" of such U.S. Shareholder's ownership of Shares in C-SPEF;

●

results in a "substantially disproportionate" redemption with respect to such U.S. Shareholder; or

●

is "not essentially equivalent to a dividend" with respect to the U.S. Shareholder.

In applying each of the tests described above, a U.S. Shareholder must take account of Shares that such U.S. Shareholder constructively owns under detailed attribution rules set forth in the Code, which generally treat the U.S. Shareholder as owning Shares owned by certain related individuals and entities, and Shares that the U.S. Shareholder has the right to acquire by exercise of an option, warrant or right of conversion. U.S. Shareholders should consult their tax Advisers regarding the application of the constructive ownership rules to their particular circumstances.

A sale of Shares pursuant to a repurchase of Shares by C-SPEF generally will result in a "complete termination" if either (i) the U.S. Shareholder owns none of C-SPEF's Shares, either actually or constructively, after the Shares are sold pursuant to a repurchase, or (ii) the U.S. Shareholder does not actually own any of C-SPEF's Shares immediately after the sale of Shares pursuant to a repurchase and, with respect to Shares constructively owned, is eligible to waive, and effectively waives, constructive ownership of all such Shares. U.S. Shareholders wishing to satisfy the "complete termination" test through waiver of attribution should consult their tax Advisers.

A sale of Shares pursuant to a repurchase of Shares by C-SPEF will result in a "substantially disproportionate" redemption with respect to a U.S. Shareholder if the percentage of the then outstanding Shares actually and constructively owned by such U.S. Shareholder immediately after the sale is less than 80% of the percentage of the Shares actually and constructively owned by such U.S. Shareholder immediately before the sale. If a sale of Shares pursuant to a repurchase fails to satisfy the "substantially disproportionate" test, the U.S. Shareholder may nonetheless satisfy the "not essentially equivalent to a dividend" test.

If a U.S. Shareholder satisfies any of the tests described above, the U.S. Shareholder will recognize gain or loss in an amount equal to the difference, if any, between the amount of cash received and such U.S. Shareholder's tax basis in the repurchased Shares. Any such gain or loss will be capital gain or loss and will be long-term capital gain or loss if the holding period of the Shares exceeds one year as of the date of the repurchase. Specified limitations apply to the deductibility of capital losses by U.S. Shareholders. However, if a U.S. Shareholder's tendered and repurchased Shares have previously paid a long-term capital gain distribution (including, for this purpose, amounts credited as an undistributed capital gain) and such Shares were held for six months or less, any loss realized will be treated as a long-term capital loss to the extent that it offsets the long-term capital gain distribution.

Distribution Treatment. If a U.S. Shareholder does not satisfy any of the tests described above, and therefore does not qualify for sale or exchange treatment, the U.S. Shareholder may be treated as having received, in whole or in part, a taxable dividend, a tax-free return of capital or taxable capital gain, depending on (i) whether C-SPEF has sufficient earnings and profits to support a dividend and (ii) the U.S. Shareholder's tax basis in the relevant Shares.

The amount of any distribution in excess of C-SPEF's current and accumulated earnings and profits, if any, would be treated as a non-taxable return of investment to the extent, generally, of the U.S. Shareholder's basis in the Shares remaining. If the portion not treated as a dividend exceeds the U.S. Shareholder's basis in the Shares remaining, any such excess will be treated as capital gain from the sale or exchange of the remaining Shares. Any such gain will be capital gain and will be long-term capital gain if the holding period of the Shares exceeds one year as of the date of the exchange. If the tendering U.S. Shareholder's tax basis in the Shares tendered and repurchased exceeds the total of any dividend and return of capital distribution with respect to those Shares, the excess amount of basis from the tendered and repurchased Shares will be reallocated pro rata among the bases of such U.S. Shareholder's remaining Shares.

Provided certain holding period and other requirements are satisfied, certain non-corporate U.S. Shareholders generally will be subject to U.S. federal income tax at a maximum rate of 20% on amounts treated as a dividend. This reduced rate will apply to: (i) 100% of the dividend if 95% or more of C-SPEF's gross income (ignoring gains attributable to the sale of stocks and securities except to the extent net short-term capital gain from such sales exceeds net long-term capital loss from such sales) in that taxable year is attributable to qualified dividend income; or (ii) the portion of the dividends paid by C-SPEF to an individual in a particular taxable year that is attributable to qualified dividend income received by C-SPEF this year if such qualified dividend income accounts for less than 95% of C-SPEF's gross income (ignoring gains attributable to the sale of stocks and securities except to the extent net short-term capital gains from such sales exceeds net long-term capital loss from such sales) for that taxable year. Such a dividend will be taxed in its entirety, without reduction for the U.S. Shareholder's tax basis of the repurchased Shares. To the extent that a tender and repurchase of a U.S. Shareholder's Shares is treated as the receipt by the U.S. Shareholder of a dividend, the U.S. Shareholder's remaining adjusted basis (reduced by the amount, if any, treated as a return of capital) in the tendered and repurchased Shares will be added to any Shares retained by the U.S. Shareholder.

If the sale of Shares pursuant to a repurchase of Shares by C-SPEF is treated as a dividend to a U.S. Shareholder rather than as an exchange, the other Shareholders, including any non-tendering Shareholders, could be deemed to have received a taxable stock distribution if such Shareholder's interest in C-SPEF increases as a result of the repurchase. This deemed dividend would be treated as a dividend to the extent of current or accumulated earnings and profits allocable to it. A proportionate increase in a U.S. Shareholder's interest in C-SPEF will not be treated as a taxable distribution of Shares if the distribution qualifies as an isolated redemption of Shares as described in Treasury regulations. All Shareholders are urged to consult their tax advisors about the possibility of deemed distributions resulting from a repurchase of Shares by C-SPEF.

Taxation of Tax-Exempt Investors

Under current law, C-SPEF generally serves to prevent the attribution to Shareholders of unrelated business taxable income ("UBTI") from being realized by its tax-exempt Shareholders (including, among others, individual retirement accounts, 401(k) accounts, Keogh plans, pension plans and certain charitable entities). Notwithstanding the foregoing, a tax-exempt Shareholder could realize UBTI by virtue of its investment in Shares if such tax-exempt Shareholder borrows to acquire its Shares.

Taxation of Non-U.S. Shareholders

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

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

Properly designated dividends received by a Non-U.S. Shareholder are generally exempt from U.S. federal withholding tax when they (i) are paid in respect of C-SPEF's "qualified net interest income" (generally, C-SPEF's U.S.-source interest income, other than certain contingent interest and interest from obligations of a corporation or partnership in which C-SPEF is at least a 10% shareholder, reduced by expenses that are allocable to such income), or (ii) are paid in connection with C-SPEF's "qualified short-term capital gains" (generally, the excess of C-SPEF's net short-term capital gain over its long-term capital loss for such taxable year). In order to qualify for this exemption from withholding, a Non-U.S. Shareholder must comply with applicable certification requirements relating to its Non-U.S. status (including, in general, furnishing an IRS Form W-8BEN (for individuals), IRS Form W-8BEN-E (for entities) or an acceptable substitute or successor form). In certain circumstances, it may not be possible to determine whether withholding is required on a particular distribution at the time the distribution is made, in which case C-SPEF may withhold from the distribution, and the Non-U.S. Shareholder may be required to file a U.S. federal income tax return in order to obtain a refund of any excess withholding, and the amount of any withholding will not be treated as reinvested. Also, in the case of Shares held through an intermediary, the intermediary may withhold even if C-SPEF designates the payment as qualified net interest income or qualified short-term capital gain. Non-U.S. Shareholders should contact their tax advisors and intermediaries with respect to the application of these rules to their accounts.

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

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

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

A Non-U.S. Shareholder may be subject to information reporting and backup withholding of U.S. federal income tax on dividends unless the Non-U.S. Shareholder provides C-SPEF or the Administrator with an IRS Form W-8BEN, IRS Form W-8BEN-E or an acceptable substitute form or otherwise meets documentary evidence requirements for establishing that it is a Non-U.S. Shareholder or otherwise establishes an exemption from backup withholding.

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

Tax Shelter Reporting Regulations

Under U.S. Treasury regulations, if a U.S. Shareholder recognizes a loss with respect to Shares of C-SPEF in excess of $2 million or more for a non-corporate U.S. Shareholder or $10 million or more for a corporate U.S. Shareholder in any single taxable year, such Shareholder must file with the IRS a disclosure statement on Form 8886. Direct shareholders of "portfolio securities" in many cases are excepted from this reporting requirement, but, under current guidance, equity owners of a RIC are not excepted. 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. Significant monetary penalties apply to a failure to comply with this reporting requirement. States may also have a similar reporting requirement. U.S. Shareholders should consult their tax advisor to determine the applicability of these regulations in light of their individual circumstances.

Net Investment Income Tax

An additional 3.8% surtax applies to the net investment income of non-corporate U.S. Shareholders (other than certain trusts) on the lesser of (i) the U.S. Shareholder's "net investment income" for a taxable year and (ii) the excess of the U.S. Shareholder's modified adjusted gross income for the taxable year over $200,000 ($250,000 in the case of joint filers). For these purposes, "net investment income" generally includes interest and taxable distributions and deemed distributions paid with respect to Shares, and net gain attributable to the disposition of Shares (in each case, unless the Shares are held in connection with certain trades or businesses), but will be reduced by any deductions properly allocable to these distributions or this net gain.

Information Reporting and Backup Withholding

C-SPEF may be required to withhold, for U.S. federal income taxes, a portion of all taxable distributions payable U.S. Shareholders (a) who fail to provide C-SPEF with their correct taxpayer identification numbers (TINs) or who otherwise fail to make required certifications or (b) with respect to whom the IRS notifies C-SPEF that this U.S. Shareholder is subject to backup withholding. Certain U.S. Shareholders specified in the Code and the Treasury regulations promulgated thereunder are exempt from backup withholding but may be required to provide documentation to establish their exempt status. Backup withholding is not an additional tax. Any amounts withheld will be allowed as a refund or a credit against the U.S. Shareholder's U.S. federal income tax liability if the appropriate information is timely provided to the IRS. Failure by a U.S. Shareholder to furnish a certified TIN to C-SPEF could subject the U.S. Shareholder to a penalty imposed by the IRS.

ALL SHAREHOLDERS SHOULD CONSULT THEIR OWN TAX ADVISERS WITH RESPECT TO THE U.S. FEDERAL INCOME AND WITHHOLDING TAX CONSEQUENCES, AND STATE, LOCAL AND NON-U.S. TAX CONSEQUENCES, OF AN INVESTMENT IN C-SPEF'S SHARES.

Custodian

State Street Bank and Trust Company serves as the custodian of the assets of C-SPEF and may maintain custody of such assets with U.S. and non-U.S. sub-custodians (which may be banks and trust companies), securities depositories and clearing agencies in accordance with the requirements of Section 17(f) of the 1940 Act and the rules thereunder. Assets of C-SPEF are not held by the Adviser or commingled with the assets of other accounts other than to the extent that securities are held in the name of the Custodian or U.S. or non-U.S. sub-custodians in a securities depository, clearing agency or omnibus customer account of such custodian. The Custodian's principal business address is One Congress Street, Suite 1, Boston, Massachusetts 02114.

Administration and Accounting Services

C-SPEF has entered into an Administration Agreement with State Street Bank and Trust Company under which the Administrator performs certain administration and accounting services for C-SPEF, including, among other things: customary fund accounting services, including computing C-SPEF's net asset values and maintaining books, records and other documents relating to C-SPEF's financial and portfolio transactions, and customary fund administration services, including assisting C-SPEF with regulatory filings, tax compliance and other oversight activities. In consideration for these services, C-SPEF pays the Administrator tiered fees based on the average monthly net asset value of C-SPEF, subject to a minimum annual fee, as well as certain other fixed, per-account or transactional fees. The Administration Fee is paid to the Administrator out of the assets of C-SPEF and therefore decreases the net profits or increases the net losses of C-SPEF.

The Administrator's principal business address is One Congress Street, Suite 1, Boston, Massachusetts 02114.

The table below shows the amounts paid to the Administrator for such services for the periods indicated:

		Administration Fee Paid to the Administrator
Fiscal Year Ended March 31, 2025		$	0

Transfer Agent and Dividend Paying Agent

State Street Bank and Trust Company, whose principal business address is One Congress Street, Suite 1, Boston, Massachusetts 02114, serves as C-SPEF's transfer agent with respect to the Shares and dividend paying agent.

Fiscal Year; Reports to Shareholders

C-SPEF's fiscal year is the 12-month period ending on March 31. C-SPEF's taxable year is the 12-month period ending on September 30.

C-SPEF will provide Shareholders with an audited annual report and an unaudited semi-annual report within 60 days after the close of the reporting period for which the report is being made, or as otherwise required by 1940 Act. Shareholders will also receive quarterly commentary regarding C-SPEF's operations and investments.

C-SPEF will furnish to Shareholders as soon as practicable after the end of each taxable year information on Form 1099 to assist Shareholders in preparing their tax returns.

Independent Registered Public Accounting Firm

PricewaterhouseCoopers LLP serves as the independent registered public accounting firm of C-SPEF. Its principal business address is 300 Madison Avenue, New York, New York 10017-6204.

Legal Counsel

Simpson Thacher & Bartlett LLP, 900 G Street, N.W., Washington, DC 20001, serves as legal counsel to C-SPEF. Richards, Layton & Finger, P.A., One Rodney Square, 920 North King Street, Wilmington, DE 19801, serves as special Delaware counsel to C-SPEF. No attorney-client relationship exists, however, between Simpson Thacher & Bartlett LLP, or Richards, Layton & Finger, P.A., and any other person solely by reason of such other person investing in C-SPEF.