THESIS OPTIMA FUND PROSPECTUS

Investment Managers using such strategies may include commodity trading advisors that trade primarily futures, options on futures contracts and foreign exchange contracts. Although the Adviser anticipates that most Investment Funds will invest primarily in publicly traded securities, they may invest a portion of the value of their total assets in restricted securities and other investments that are illiquid. In addition, credit risk may be affected by inadequacy of collateral or credit enhancement. We place funds in a given category based on their portfolio statistics and compositions over the past three years. Liquidity risk often can be exacerbated by margin calls since most arbitrageurs run leveraged portfolios.

In addition, the Investment Funds may sell securities short and use a wide range of other investment techniques. Changes in leverage, personnel, market behavior, expenses, litigation, capital resources, economic conditions and other factors may be monitored, as appropriate and to the extent the information is available to the Adviser. Prospective investors should not construe the contents of this Prospectus as legal, tax or financial advice. Investment Managers may also seek to either hedge out or take on additional credit risk and interest rate risk. Other investment funds or accounts managed by the Adviser also may forego or waive voting rights in a particular Investment Fund. In the case of a purchase of shares of such a company in a public offering, the purchase price may include an underwriting spread.

Special tax risks are associated with an investment in the Company. The Company would purchase and sell individual shares of ETFs in the secondary market. Separately, directional equity managers may incur fumd if they are wrong about the timing of a certain market trend will realize, even if they are correct in terms of direction and if long positions underperform the shorts.

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The Acquired Fund Fees and Expenses can be considered optimaa be incurred indirectly by the Shareholders of the Company but are not collected by or paid to the Adviser or the Company. Charles Hurty optiima The risk of loss with respect to swaps is limited to the net amount of interest payments that the Company or the Investment Fund is contractually obligated to make. In the event the transaction is not consummated, the Adviser will continue to serve as investment adviser to the Company pursuant to the terms of the Investment Advisory Agreement.

Expenses to be assumed by the Company unless voluntarily assumed by the Adviser include, without limitation: Relative Value Arbitrage Strategies. The Company may try to acquire additional interests in Investment Funds to bring itself into compliance prispectus the Subchapter M asset diversification test.

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Corporate Credit Event Driven. Credit Sensitive Mortgage Backed Securities markets have experienced periods of heightened volatility and reduced liquidity, and such conditions may re-occur.

Cyber attacks include, among other behaviors, stealing or corrupting data maintained online or digitally, denial of service attacks on websites, the unauthorized release of confidential information or various other forms of cyber security breaches.

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The Investment Funds may use leverage, which also entails risk. After the initial election of Directors, no Independent Director will be elected by the Board of Directors unless nominated by the Nominating and Compensation Committee. A list of the Directors and officers of the Company and a brief statement of their present positions, principal occupations and directorships during the past five years are set out below.

Interests in Investment Funds are themselves illiquid and generally are subject to substantial restrictions with respect to redemptions or withdrawals and on transfer. The hedge fund industry also saw a concentration in investments over the past year in certain sectors and stocks that underperformed broader markets, resulting in generally mixed industry-wide results and for some funds significant losses or even closures.

Intervention often is intended directly to influence prices and may, together with other factors, cause all such markets to move rapidly in the same direction because of, among other things, interest rate fluctuations. Some of these securities or other instruments may be restricted or illiquid so that it may not be possible to sell them at the most opportune times or at prices approximating the value at which they were purchased.

The Company also may make disclosures to persons or entities having a legitimate business purpose related to receipt of such information, subject to the requirement that if such information is made available more frequently than to the public it be subject at all times to appropriate protections against misuse.

ETFs are investment companies or special purpose trusts whose primary objective is to achieve the same rate of return as a particular market index or commodity while trading throughout the day on an exchange.

Such expenses should not be considered a representation of future expenses, as actual expenses may be greater or less than those shown. For example, the adoption of new business strategies or completion of asset dispositions or debt reduction programs by a company may not be valued as highly by the market as the special situations manager had anticipated, resulting in losses.

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They may leverage without limit and engage in speculative investment strategies. The Company may borrow money in connection with its thesiz activities, for cash management purposes, to fund the repurchase of Shares or for temporary or emergency purposes.

Prospective investors should read this entire Prospectus and the LLC Agreement and consult with their own advisors before deciding whether to invest. The purpose of the table above is to assist prospective investors in understanding the various fees and expenses Shareholders will bear directly or indirectly.

The Board of Directors has formed a Nominating and Compensation Committee currently composed of each of the three Independent Directors, the functions of which are: The Adviser, however, will consider rebalancing the portfolio periodically to maintain what it considers to be the appropriate mix of trading styles and investment strategies given fknd prevailing market views. The use of leverage will in this way magnify the volatility of changes in the value of investments held by prospcetus Investment Funds.

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Future Changes in Applicable Law. The Adviser believes that this combination of evaluation expertise and direct investment experience enables it to understand the opportunities and risks associated with investing in Investment Funds.

Proceeds to the Company 2. Under the terms of the administrative and investor services agreement entered into between the Company and SkyBridge, SkyBridge is responsible, directly or through its agents, for, among other things, certain compliance, board administration, regulatory, general business and operational matters. The summer of witnessed the beginning of a liquidity and credit crisis of historic proportions that had a domino effect on financial markets and participants worldwide that, with continuing instability in various regions and sectors, has continued over the subsequent decade.

These transactions will be undertaken in attempting to obtain a particular return when it is considered desirable to do so, possibly at a lower cost than if the Company or an Investment Fund had invested directly in the asset that yielded the desired return.

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