Item 4 — Purpose of Transaction
Agreement and Plan of Exchange On April 30, 2026, pursuant to an Agreement and Plan of Exchange, the Issuer acquired substantially all of the assets of multiple affiliated private investment vehicles (the "Transferring Vehicles") in exchange (the "Exchange") for newly issued Class I Common Shares of the Issuer with an aggregate net asset value equal to the value of assets transferred (less liabilities assumed), based on valuations determined under the Issuer's procedures adopted pursuant to Rule 2a-5 of the Investment Company Act of 1940, as amended (the "Investment Company Act"), as of the agreed valuation time. Pursuant to the Agreement and Plan of Exchange, immediately prior to the Exchange, certain investors, including the Funds, contributed all of their direct interests in one of the Transferring Vehicles and the feeder funds for the Transferring Vehicles (the "Feeder Funds", and together with the Transferring Vehicles, the "Liquidating Entities"), as applicable, to LibreMax ABIF and in exchange received corresponding Interests in LibreMax ABIF. Immediately following the Exchange, such Class I Common Shares issued by the Issuer were promptly distributed in liquidating distributions pro rata to the partners of the Liquidating Entities, in exchange for the applicable partners' interests in the Liquidating Entities, and LibreMax ABIF became the ultimate holder of such Class I Common Shares. Contribution and Distribution Agreement On April 30, 2026, the Funds and ICONIQ Capital, on behalf of the Funds as investors in (i) LibreMax Structured Opportunities Partners I, LP, (ii) LibreMax Structured Opportunities Offshore Partners I, LP, (iii) LibreMax Structured Opportunities Partners II, LP, and (iv) LibreMax Structured Opportunities Offshore Partners II, LP, each of which is a Feeder Fund that invests in Transferring Vehicles party to the Agreement and Plan of Exchange, entered into a Contribution and Distribution Agreement (the "Contribution Agreement") with LibreMax ABIF, LibreMax GP, LLC, the general partner of LibreMax ABIF (the "GP"), and the other parties thereto, pursuant to which ICONIQ Capital agreed on behalf of the Funds to contribute, assign, transfer and deliver to LibreMax ABIF all of the Funds' respective right, title and interest in the Feeder Funds (the "Contributed Interests") in exchange for Interests in LibreMax ABIF based on the net asset value of, and corresponding to, the Contributed Interests as of 11:59 p.m. (New York City time) on April 30, 2026. The foregoing description of the Contribution Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Contribution Agreement, which is filed as Exhibit 99.2 and is incorporated herein by reference. Following the Exchange, the Interests in LibreMax ABIF held by the Funds represented an indirect economic interest in the following amounts of Class I Common Shares of the Issuer: (a) for GPS 2024, 3,328,368.85 Class I Common Shares; (b) for GPS 2025, 4,713,824.78 Class I Common Shares; and (c) for GPS 2026, 6,066,474.36 Class I Common Shares. Voting and Dispositive Rights Under the First Amended and Restated Limited Partnership Agreement of LibreMax ABIF Partners, LP. Under the First Amended and Restated Limited Partnership Agreement of LibreMax ABIF Partners, LP, dated April 30, 2026, (the "LPA"), although the limited partners of LibreMax ABIF, including the Funds, shall take no part in the conduct or control of LibreMax ABIF and shall have no right or authority to act for or bind LibreMax ABIF or otherwise deal with third parties on behalf of LibreMax ABIF, it is the intention of LibreMax ABIF to operate as a pass-through entity with respect to the Class I Common Shares of the Issuer held by LibreMax ABIF such that the economic and voting experience of such limited partners is substantially equivalent to the experience such limited partners would have had they invested directly in the Issuer. Pursuant to the LPA, each limited partner, including the Funds, may, as of the last day of each quarter, upon at least 30 days' prior notice to the GP, irrevocably withdraw up to the entire balance of such limited partner's capital account, provided that LibreMax ABIF will not offer voluntary withdrawals outside of the periodic repurchase offer process of the Issuer. Under the LPA, whenever the Issuer conducts a repurchase offer for its Class I Common Shares pursuant to Rule 23c-3 under the Investment Company Act, LibreMax ABIF shall give effect to such repurchase offer with respect to the Interests by offering the limited partners, including the Funds, by written notice the right to have their indirect holdings of Class I Common Shares repurchased on the same terms as offered by the Issuer and LibreMax ABIF shall generally pay withdrawal proceeds to the limited partners within the time period specified in the Issuer's repurchase offer, without interest, which shall generally be within 30 days after