Terms & Materials

INVESTORS SHOULD CAREFULLY CONSIDER THE INVESTMENT OBJECTIVES, RISKS, CHARGES AND EXPENSES OF THE APPLICABLE iDIRECT FUND (THE “FUND”) BEFORE INVESTING. THIS AND OTHER IMPORTANT INFORMATION ABOUT THE FUND IS CONTAINED IN THE FUND’S PROSPECTUS, WHICH CAN BE OBTAINED BY CALLING [iDPE: 877-562-1686 | iDPC: 833-640-7393 | iDHF: 833-446-5656]. THE FUND’S PROSPECTUS SHOULD BE READ CAREFULLY BEFORE INVESTING.

RISKS ASSOCIATED WITH AN INVESTMENT IN THE FUND

The discussion of the various risks associated with the Fund and the Shares (as defined and described in the Fund’s Prospectus) are not intended to be a complete enumeration or explanation of the risks involved in an investment in the Fund. The Fund should be considered a speculative investment and involves a high degree of risk and may involve loss of capital, up to the entire amount of a shareholder’s investment. The Fund does not currently intend to list its Shares for trading on any securities exchange, and the Fund does not expect any secondary market to develop for its Shares in the foreseeable future, if ever.

iDirect Private Markets Fund

The nature of private equity can result in a lack of transparency due to limited information, and the risk of loss is increased due to speculative strategies employed by the Fund, including investing assets in private equity, private credit, early stage and other private investments which may not perform as expected. More importantly, Fund and underlying fund shares will not be listed on any national securities exchange and are subject to restrictions on transferability, thereby making them illiquid.

Other risks include, but are not limited to, market risk, concentration risk, and potentially less diversification due to the substantial portion of Fund assets invested in manager-specific private equity. The Fund is also subject to the risks of leverage, higher fees and additional layers of expenses, as well as the potential for greater volatility due to Fund assets invested in a limited number of securities, or a focus on particular sectors and geographical regions.

Assets invested in foreign securities exposes the Fund to various geopolitical risks and currency fluctuations typically not applicable in the U.S., and this risk is magnified for emerging markets. The potential for adverse changes in business and tax laws involves tax risk and heightened regulatory scrutiny. The lack of a secondary market for trading private equity subjects the Fund to liquidity risks and may result in greater price risk and potential for inaccuracies in determining fair market value of investments held in the portfolio. Investments acquired in reliance on imperfect information increases counterparty risk and liabilities, and anticipated value may not be realized.

iCapital Registered Fund Adviser LLC became investment adviser to the iDirect Private Markets Fund on February 12, 2021. Before February 12, 2021, iDirect Private Markets Fund was managed by a different investment adviser. Before February 1, 2022, the StepStone Group L.P. (“StepStone”) served as sub-advisor for the iDirect Private Markets Fund. However, as of February 1, 2022, StepStone is no longer the sub-advisor for the iDirect Private Markets Fund. For detailed information about an Adviser’s services and fees, please read the Fund’s Prospectus, which can be found at https://www.sec.gov/edgar/searchedgar/companysearch.html or call iCapital Investor Relations at [877-562-1686] and select option 1 to request a copy.

iDirect Private Credit Fund

The nature of private credit can result in a lack of transparency due to limited information, and the risk of loss is increased due to speculative strategies employed by the Fund, including investing assets in private equity, private credit, early stage and other private investments which may not perform as expected. More importantly, Fund and underlying fund shares will not be listed on any national securities exchange and are subject to restrictions on transferability, thereby making them illiquid.

Other risks include, but are not limited to, market risk, concentration risk, and potentially less diversification due to the substantial portion of Fund assets invested in manager-specific private credit. The Fund is also subject to the risks of leverage, higher fees and additional layers of expenses, as well as the potential for greater volatility due to Fund assets invested in a limited number of securities, or a focus on particular sectors and geographical regions.

iDirect Private Credit Advisors, LLC (the “Adviser”), an affiliate of iCapital Markets LLC, serves as the investment adviser to the iDirect Private Credit Fund. The Adviser is registered as an investment adviser with the Securities and Exchange Commission; however, such registration does not imply a certain level of skill or training and no inference to the contrary should be made. For detailed information about the Adviser’s services and fees, please read the Prospectus of the Fund, which can be found at https://www.sec.gov/edgar/searchedgar/companysearch.html or call 833.640.7393 to request a copy.

iDirect Multi-Strategy Fund

An investment in the Fund involves a high degree of risk, including the risk that the investor’s entire investment may be lost. The Fund’s performance depends upon the selection of a portfolio of investment vehicles commonly referred to as “hedge funds” (the “Portfolio Funds”) by the Fund’s investment adviser, the allocation of offering proceeds thereto and the performance of the Portfolio Funds. The Portfolio Funds’ investment activities involve the risks associated with hedge fund investments generally. Risks include adverse changes in national or international economic conditions, adverse local market conditions, the financial conditions of Portfolio Funds, changes in the availability or terms of financing, changes in interest rates, exchange rates, corporate tax rates and other operating expenses, environmental laws and regulations, and other governmental rules and fiscal policies, energy prices, changes in the relative popularity of certain industries or the availability of purchasers to acquire companies, and dependence on cash flow, as well as acts of God, uninsurable losses, war, terrorism, earthquakes, hurricanes or floods and other factors including environmental negligence which are beyond the control of the Fund or the Portfolio Funds.

Other risks include, but are not limited to concentration risk among Portfolio Funds, availability and liquidity of Portfolio Funds, general economic and market conditions, unexpected volatility or lack of liquidity and, limited diligence and transparency of Portfolio Funds. The Fund is also subject to the risks of leverage, higher fees and additional layers of expenses, as well as the potential for greater volatility due to Fund assets invested in a limited number of Portfolio Funds.

iCapital Fund Advisors LLC (the “Adviser”), an affiliate of iCapital Markets LLC, serves as the investment adviser to the iDirect Multi-Strategy Fund. The Adviser is registered as an investment adviser with the Securities and Exchange Commission; however, such registration does not imply a certain level of skill or training and no inference to the contrary should be made. For detailed information about the Adviser’s services and fees, please read the Prospectus of the Fund, which can be found at https://www.sec.gov/edgar/searchedgar/companysearch.html or call 833.446.5656 to request a copy.

Each Fund is distributed by iCapital Markets LLC (“iCapital Markets”), a U.S. Securities and Exchange Commission (the “SEC”) registered broker-dealer and member of each of the Financial Industry Regulatory Authority (“FINRA”) and the Securities Investor Protection Corporation (“SIPC”). These registrations and memberships in no way imply that the SEC, FINRA or SIPC have endorsed the entities, products or services discussed herein. iCapital Markets is a subsidiary of Institutional Capital Network, Inc. (d/b/a “iCapital”). iCapital is a registered trademark of Institutional Capital Network, Inc. Additional information is available upon request.

An affiliate of iCapital Markets serves as the investment adviser to each Fund (each an “Adviser”). Each Adviser is registered as an investment adviser with the SEC; however, such registration does not imply a certain level of skill or training and no inference to the contrary should be made. Each Adviser is exempt from registration with the Commodity Futures Trading Commission as a commodity pool operator.

Investors should be aware that iCapital Markets provides distribution services to each Fund and that iCapital Markets does not provide services to any investor, including any determination regarding whether an investment in the Fund is in the best interests of, or is suitable for, any investor. Investors should exercise their own judgment and/or consult with a professional advisor to determine whether an investment in the Fund is advisable.

A link to FINRA’s internet home page can be found here: https://www.finra.org/#/. A link to SIPC’s website can be found here: https://www.sipc.org/.

This website is for informational purposes only. This website is the property of iCapital and may not be shared, reproduced in any form, or referred to in any other publication, without express written permission of iCapital.

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