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Robinhood Fund II outlines $4.2M offering costs

Robinhood Ventures Fund II (RVII) filed Pre-Effective Amendment No. 3 to its Form N-2 registration statement.

(Neutral)
(Neutral)
Form Type
N-2/A

Rhea-AI Filing Summary

Robinhood Ventures Fund II (RVII) filed Pre-Effective Amendment No. 3 to its Form N-2 registration statement. The amendment is described as being filed solely to add Exhibit (l), an opinion and consent of Delaware counsel, and to update information on FINRA filing fees, while otherwise incorporating earlier Parts A and B by reference.

The fund lists estimated offering and organizational expenses totaling $4,236,617, including $3,146,342 of legal fees, $150,000 of accounting fees, and $325,000 of exchange listing fees. Immediately prior to the offering, Robinhood Markets, Inc. will directly own 87.27% and beneficially own 100% of the fund’s outstanding common shares. After completion of the offering, Robinhood’s direct ownership is expected to fall to approximately 5%–7%, with beneficial ownership of approximately 6%–8%, reflecting a transition from full control to a minority position.

The fund undertakes to suspend sales of common shares if its net asset value declines more than 10% from the value at effectiveness or rises above net proceeds as stated in the prospectus, and confirms standard Securities Act indemnification and prospectus-delivery undertakings.

Positive

  • None.

Negative

  • None.

Filing Explained

The filing remains pre-effective: the proposed public offering may begin only after registration becomes effective, so the disclosed shift in Robinhood’s ownership remains a completion-dependent consequence rather than a completed change.

Total estimated offering expenses $4,236,617 Estimated expenses of issuance and distribution for the offering
SEC registration fees $31,625 Estimated SEC registration fee for the offering
FINRA filing fees $34,350 Estimated FINRA filing fees for the offering
Legal fees and expenses $3,146,342 Estimated legal fees and expenses related to the offering
Exchange listing fees $325,000 Estimated fees for listing the fund’s shares on an exchange
Pre-offering direct ownership by Robinhood 87.27% Direct ownership of RVII common shares immediately prior to the offering
Expected post-offering direct ownership by Robinhood 5%–7% Expected direct ownership of RVII common shares after completion of the offering
NAV suspension threshold 10% NAV change from effectiveness that triggers suspension of the offering
Pre-Effective Amendment regulatory
"This Pre-Effective Amendment No. 3 to the Registration Statement on Form N-2"
beneficially own financial
"will directly own 87.27% ... and will beneficially own 100% of the Registrant’s"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
Dividend Reinvestment Plan financial
"Dividend Reinvestment Plan, dated as of May 21, 2026, incorporated by reference"
A dividend reinvestment plan lets shareholders automatically use cash dividends to buy more shares of the same company instead of receiving the money. It matters to investors because it turns regular payouts into a steady way to grow ownership and take advantage of compound returns—like having your savings automatically buy additional slices of a pie over time—while often reducing transaction costs and smoothing purchase timing.
Investment Advisory Agreement financial
"Investment Advisory Agreement between the Registrant and Robinhood Ventures DE, LLC"
A written contract between an investor and a professional who manages or gives ongoing advice about the investor’s money, spelling out the services provided, fees charged, how decisions are made, who holds the assets, and how either side can end the relationship. It matters to investors because it sets expectations, protects rights, clarifies costs that affect returns, and reveals any potential conflicts of interest—like a roadmap and fee schedule for a paid service.
Registration Rights Agreement regulatory
"Registration Rights Agreement between the Registrant and Robinhood Markets, Inc."
A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.
Inline XBRL technical
"Inline XBRL Instance Document"
Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.
Offering Type other

FAQ

What is the purpose of Robinhood Ventures Fund II (RVII)’s Pre-Effective Amendment No. 3?

The amendment is filed solely to add Exhibit (l), an opinion and consent of Delaware counsel, and to update FINRA filing fee information, while leaving the substantive prospectus and statement of additional information unchanged.

How much in offering expenses does RVII estimate in this N-2/A filing?

Robinhood Ventures Fund II estimates total offering-related expenses of $4,236,617, including $3,146,342 in legal fees, $150,000 in accounting fees, $325,000 in exchange listing fees, and $106,300 for printing, plus various regulatory and miscellaneous costs.

What ownership stake will Robinhood Markets, Inc. hold in RVII before and after the offering?

Immediately before the offering, Robinhood Markets, Inc. will directly own 87.27% and beneficially own 100% of RVII’s common shares. After the offering, Robinhood’s direct ownership is expected at about 5%–7%, with beneficial ownership around 6%–8%.

What NAV-based undertaking does RVII make in this N-2/A filing?

RVII undertakes to suspend the offering of its common shares if net asset value declines more than 10% from the value at effectiveness or increases above net proceeds as stated in the prospectus, until the prospectus is amended.

How many record holders of RVII common shares exist as of July 31, 2026?

As of July 31, 2026, Robinhood Ventures Fund II reports 2 record holders of its common shares of beneficial interest, reflecting a pre-offering, closely held ownership structure prior to the broader public distribution.

Who serves as investment adviser and key service providers to Robinhood Ventures Fund II (RVII)?

Robinhood Ventures DE, LLC acts as investment adviser and administrator. U.S. Bank National Association is custodian, Equiniti Trust Company, LLC is transfer agent, and U.S. Bancorp Fund Services, LLC serves as sub-administrator, under agreements incorporated by reference.

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Learn about SEC filing dates
0002131040FalseN-2No00021310402026-08-032026-08-030002131040dei:BusinessContactMember2026-08-032026-08-03
As filed with the Securities and Exchange Commission on August 3, 2026
Securities Act File No. 333-297168
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PRE-EFFECTIVE AMENDMENT NO. 3
POST-EFFECTIVE AMENDMENT NO.
Robinhood Ventures Fund II
(Exact name of Registrant as Specified in Charter)
85 Willow Road
Menlo Park, CA 94025
(Address of Principal Executive Offices)
(650) 761-7789
(Registrant’s Telephone Number, including Area Code)
John Markle
Maureen Montgomery
85 Willow Road
Menlo Park, CA 94025
(Name and Address of Agent for Service)
Copies to:
Christopher P. Healey
William G. Farrar
Davis Polk & Wardwell LLP
1050 17th Street, NW
Washington, DC 20036
Tel: (202) 962-7000
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004
Tel: (212) 558-4000
Emily Roberts
John L. Savva
Davis Polk & Wardwell LLP
900 Middlefield Road
Redwood City, CA 94063
Tel: (650) 752-2000
Sullivan & Cromwell LLP
550 Hamilton Avenue
Palo Alto, CA 94301
Tel: (650) 461-5600
Gregory S. Rowland
Davis Polk & Wardwell LLP
450 Lexington Avenue
New York, NY 10017
Tel: (212) 450-4000
Approximate Date of Commencement of Proposed Public Offering: As soon as practicable after the effective date of this Registration Statement.
Check box if the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans.
Check box if any securities being registered on this Form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933 (“Securities Act”), other than securities offered in connection with a
dividend reinvestment plan
Check box if this Form is a registration statement pursuant to General Instruction A.2 or a post-effective amendment thereto.
Check box if this Form is a registration statement pursuant to General Instruction B or a post-effective amendment thereto that will become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act.
Check box if this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction B to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act.
It is proposed that this filing will become effective (check appropriate box):
when declared effective pursuant to section 8(c) of the Securities Act
If appropriate, check the following box:
This [post-effective] amendment designates a new effective date for a previously filed [post-effective amendment] [registration statement].
This Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: _____.
This Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: _____.
This Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, and the Securities Act registration statement number of the earlier effective registration statement for the same offering is: _____.
Check each box that appropriately characterizes the Registrant:
Registered Closed-End Fund (closed-end company that is registered under the Investment Company Act of 1940 (“1940 Act”)).
Business Development Company (closed-end company that intends or has elected to be regulated as a business development company under the 1940 Act).
Interval Fund (Registered Closed-End Fund or a Business Development Company that makes periodic repurchase offers under Rule 23c-3 under the 1940 Act).
A.2 Qualified (qualified to register securities pursuant to General Instruction A.2 of this Form).
Well-Known Seasoned Issuer (as defined by Rule 405 under the Securities Act).
Emerging Growth Company (as defined by Rule 12b-2 under the Securities Exchange Act of 1934 (“Exchange Act”)).
If an Emerging Growth Company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B)
of the Securities Act.
New Registrant (registered or regulated under the 1940 Act for less than 12 calendar months preceding this filing).
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN
ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE
SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
C-1
EXPLANATORY NOTE
This Pre-Effective Amendment No. 3 to the Registration Statement on Form N-2 (File No. 333-297168) of
Robinhood Ventures Fund II (the “Registration Statement”) is being filed solely for the purpose of filing Exhibit (l).
No changes have been made to Part A, Part B or Part C of the Registration Statement, other than to reflect the filing
of Exhibit (l) in Item 25 and to update information regarding FINRA Filing Fees in Item 27 of Part C as set forth
below. Accordingly, this Pre-Effective Amendment No. 3 consists only of the facing page, this explanatory note and
Part C of the Registration Statement. This Pre-Effective Registration Statement incorporates by reference the
information contained in Parts A and B of the Registration Statement.
C-2
PART C: OTHER INFORMATION
Item 25. Financial Statements and Exhibits
(1)Financial Statements:
The Registrant’s audited schedule of investments and statement of assets and liabilities as of March 31, 2026
and statement of operations, statement of changes in net assets, statement of cash flows and financial highlights for
the period from March 16, 2026 (commencement of operations) to March 31, 2026 and the notes thereto and report
of independent registered public accounting firm thereon are included in Part B of the Registrant’s Registration
Statement on Form N-2.
(2)Exhibits:
(a)
(1)
Certificate of Trust, effective as of February 27, 2026, incorporated by reference to
Exhibit (a)(1) to the Registrant’s Registration Statement on Form N-2 (File No.
333-297168) filed on June 30, 2026.
(2)
Declaration of Trust, dated as of February 27, 2026, incorporated by reference to Exhibit
(a)(2) to the Registrant’s Registration Statement on Form N-2 (File No. 333-297168) as
filed on June 30, 2026.
(3)
Amended and Restated Declaration of Trust, dated as of May 21, 2026, incorporated by
reference to Exhibit (a)(3) to the Registrant’s Registration Statement on Form N-2 (File
No. 333-297168) as filed on June 30, 2026.
(b)
Bylaws, dated as of May 21, 2026, incorporated by reference to Exhibit (b) to the Registrant’s
Registration Statement on Form N-2 (File No. 333-297168) as filed on June 30, 2026.
(c)
Not applicable.
(d)
Not applicable.
(e)
Dividend Reinvestment Plan, dated as of May 21, 2026, incorporated by reference to Exhibit
(e) to the Registrant’s Registration Statement on Form N-2 (File No. 333-297168) as filed on
June 30, 2026.
(f)
Not applicable.
(g)
Investment Advisory Agreement between the Registrant and Robinhood Ventures DE, LLC,
dated as of May 21, 2026, incorporated by reference to Exhibit (g) to the Registrant’s
Registration Statement on Form N-2 (File No. 333-297168) as filed on June 30, 2026.
(h)
Form of Underwriting Agreement among the Registrant, the Adviser, the selling shareholder,
and the Underwriters incorporated by reference to Exhibit (h) to the Registrant’s Registration
Statement on Form N-2 (File No. 333-297168) as filed on August 3, 2026.
(i)
Not applicable.
(j)
(1)
Custody Agreement between the Registrant and U.S. Bank National Association, dated as
of May 21, 2026, incorporated by reference to Exhibit (j)(1) to the Registrant’s
Registration Statement on Form N-2 (File No. 333-297168) as filed on June 30, 2026.
(2)
Document Custody Agreement between the Registrant and U.S. Bank National
Association, dated as of May 21, 2026, incorporated by reference to Exhibit (j)(2) to the
Registrant’s Registration Statement on Form N-2 (File No. 333-297168) as filed on June
30, 2026.
(k)
(1)
Administration Agreement between the Registrant and Robinhood Ventures DE, LLC,
dated as of May 21, 2026, incorporated by reference to Exhibit (k)(1) to the Registrant’s
Registration Statement on Form N-2 (File No. 333-297168) as filed on June 30, 2026.
(2)
Fund Servicing Agreement between the Registrant and U.S. Bancorp Fund Services,
LLC, dated as of May 21, 2026, incorporated by reference to Exhibit (k)(2) to the
Registrant’s Registration Statement on Form N-2 (File No. 333-297168) as filed on June
30, 2026.
C-3
(3)
Transfer Agency and Registrar Services Agreement between the Registrant and Equiniti
Trust Company, LLC, dated as of May 13, 2026, incorporated by reference to Exhibit
(k)(3) to the Registrant’s Registration Statement on Form N-2 (File No. 333-297168) as
filed on June 30, 2026.
(4)
Organizational Costs Support and Reimbursement Letter Agreement among the
Registrant, Robinhood Markets, Inc. and Robinhood Ventures DE, LLC, dated as of June
29, 2026, incorporated by reference to Exhibit (k)(4) to the Registrant’s Registration
Statement on Form N-2 (File No. 333-297168) as filed on June 30, 2026.
(5)
Registration Rights Agreement between the Registrant and Robinhood Markets, Inc.,
incorporated by reference to Exhibit (k)(5) to the Registrant’s Registration Statement on
Form N-2 (File No. 333-297168) as filed on July 22, 2026.
(l)
Opinion and Consent of Richards, Layton & Finger, P.A., Delaware Local Counsel to the
Registrant (filed herewith).
(m)
Not applicable.
(n)
Consent of Independent Registered Public Accounting Firm (previously filed).
(o)
Not applicable.
(p)
Form of Seed Capital Purchase Agreement, incorporated by reference to Exhibit (p) to the
Registrant’s Registration Statement on Form N-2 (File No. 333-297168) as filed on June 30,
2026.
(q)
Not applicable.
(r)
(1)
Code of Ethics of the Registrant, incorporated by reference to Exhibit (r)(1) to the
Registrant’s Registration Statement on Form N-2 (File No. 333-297168) as filed on June
30, 2026.
(2)
Code of Ethics of Robinhood Ventures DE, LLC, incorporated by reference to Exhibit
(r)(2) to the Registrant’s Registration Statement on Form N-2 (File No. 333-297168) as
filed on June 30, 2026.
(s)
Filing Fee Table incorporated by reference to Exhibit (s) to the Registrant’s Registration
Statement on Form N-2 (File No. 333-297168) as filed on August 3, 2026.
(t)
Power of Attorney, dated as of May 21, 2026, incorporated by reference to Exhibit (t) to the
Registrant’s Registration Statement on Form N-2 (File No. 333-297168) as filed on June 30,
2026.
101.INS
Inline XBRL Instance Document.
101.SCH
Inline XBRL Taxonomy Extension Schema Document.
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
Item 26. Marketing Arrangements
Reference is made to Exhibit (h) to this Registration Statement.
C-4
Item 27. Other Expenses of Issuance and Distribution
The following table sets forth the estimated expenses expected to be incurred in connection with the offering
described in this Registration Statement:
SEC Registration Fees ..........................................................................................................................
$31,625
FINRA Filing Fees ................................................................................................................................
$34,350
Trustees’ Fees .......................................................................................................................................
$0
Transfer Agent Fees ..............................................................................................................................
$8,000
Printing and engraving expenses ..........................................................................................................
$106,300
Accounting Fees and Expenses .............................................................................................................
$150,000
Legal Fees and Expenses ......................................................................................................................
$3,146,342
Exchange Listing Fees ..........................................................................................................................
$325,000
Miscellaneous .......................................................................................................................................
$435,000
Total ......................................................................................................................................................
$4,236,617
Item 28. Persons Controlled by or Under Common Control with the Registrant
Immediately prior to this offering, Robinhood Markets, Inc. (“Robinhood”) will directly own 87.27% of the
Registrant’s outstanding common shares and will beneficially own 100% of the Registrant’s outstanding common
shares, including shares directly owned by Robinhood Employee Fund, LP. Immediately following completion of
this offering, Robinhood’s direct share ownership is expected to represent between approximately 5% and 7% of the
Registrant’s outstanding common shares, and Robinhood’s beneficial ownership is expected to represent between
approximately 6% and 8% of the Registrant’s outstanding common shares.
Item 29. Number of Holders of Securities
The following table sets forth, as of July 31, 2026, the number of record holders of each class of the Registrant’s
securities:
Title of Class
Number of
Record Holders
Common Shares of Beneficial Interest ................................................................................................
2
Item 30. Indemnification
Reference is made to Article V, Section 5.2 of Registrant’s Amended and Restated Declaration of Trust, filed as
Exhibit (a)(3). Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (the
“Securities Act”) may be permitted to directors, officers and controlling persons of the Registrant pursuant to the
provisions described above, or otherwise, the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director, officer or controlling person in the successful defense of
an action suit or proceeding) is asserted by a director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
Item 31. Business and Other Connections of Investment Adviser
Robinhood Ventures DE, LLC, a limited liability company organized under the laws of the State of Delaware,
acts as investment adviser to the Registrant.
C-5
The descriptions of the Adviser under the captions “Prospectus Summary – The Adviser,” “Risks – Adviser
Risk,” “Robinhood Overview” and “Management of the Company” of this Registration Statement are incorporated
by reference herein. Information as to the officers of the Adviser, together with information as to any other business,
profession, vocation or employment of a substantial nature engaged in by the officers of the Adviser in the last two
years, is included in the Adviser’s application for registration as an investment adviser on Form ADV filed under
the Investment Advisers Act of 1940, as amended, and is incorporated herein by reference.
Item 32. Location of Accounts and Records
The Registrant’s accounts, books and other documents are currently located at the offices of the Registrant, c/o
Robinhood Ventures DE LLC, 85 Willow Road, Menlo Park, CA 94025 and at the offices of U.S. Bank National
Association, the Registrant’s Custodian, at 5065 Wooster Rd., Cincinnati, OH 45226; Equiniti Trust Company,
LLC, the Registrant’s Transfer Agent, at 28 Liberty Street, 53rd Floor, New York, NY 10005; Robinhood Ventures
DE, LLC, the Registrant’s Adviser and Administrator, at 85 Willow Road, Menlo Park, CA, 94025 and U.S.
Bancorp Fund Services, LLC, the Registrant’s Sub-Administrator, at 777 E. Wisconsin Ave., Milwaukee, WI 53202.
Item 33. Management Services
Not applicable.
Item 34. Undertakings
1.The Registrant hereby undertakes to suspend the offering of its common shares until it amends its
prospectus if (a) subsequent to the effective date of this Registration Statement, the net asset value declines
more than 10 percent from its net asset value as of the effective date of the Registration Statement or (b) the
net asset value increases to an amount greater than its net proceeds as stated in the prospectus.
2.Not applicable.
3.Not applicable.
4.The Registrant undertakes:
(a)for the purpose of determining any liability under the Securities Act of 1933, the information omitted from
the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the Registrant under Rule 424(b)(1) under the Securities Act of
1933 shall be deemed to be part of this Registration Statement as of the time it was declared effective; and
(b)for the purpose of determining any liability under the Securities Act of 1933, each post-effective
amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial
bona fide offering thereof.
5.Not applicable.
6.Not applicable.
7.The Registrant undertakes to send by first class mail or other means designed to ensure equally prompt
delivery within two business days of receipt of a written or oral request, any prospectus.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Pre-
Effective Amendment No. 3 to the Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Menlo Park and State of California, on the 3rd day of August, 2026.
ROBINHOOD VENTURES FUND II
By:
/s/ Sarah Pinto
Name:
Sarah Pinto
Title:
President
Pursuant to the requirements of the Securities Act of 1933, this Pre-Effective Amendment No. 3 to the
Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
/s/ Sarah Pinto
Date: August 3, 2026
Name:
Sarah Pinto
Title:
President (Principal Executive Officer)
and Trustee
/s/ Dara Bazzano
Date: August 3, 2026
Name:
Dara Bazzano
Title:
Principal Financial Officer and
Principal Accounting Officer
/s/ Shiv Verma*
Date: August 3, 2026
Name:
Shiv Verma
Title:
Chair of the Board of Trustees
/s/ Jill E. Sommers*
Date: August 3, 2026
Name:
Jill E. Sommers
Title:
Trustee
/s/ Michael J. Gallagher*
Date: August 3, 2026
Name:
Michael J. Gallagher
Title:
Trustee
/s/ Meredith Whitney*
Date: August 3, 2026
Name:
Meredith Whitney
Title:
Trustee
*By:
/s/ Aaron Ellias
Aaron Ellias
Attorney-in-Fact**
**ᅠSigned by Aaron Ellias pursuant to a power of attorney signed by each individual and filed herewith.
EXHIBIT INDEX
(l)
Opinion and Consent of Richards, Layton & Finger, P.A., Delaware Local Counsel to the Registrant.