How do I vote my Shares?

Whether or not you plan to attend the AnnualSpecial Meeting, we urge you to complete, sign, date and return the enclosed proxy card in the postage-paid envelope provided or vote via telephone or the Internet so your Shares will be represented at the AnnualSpecial Meeting. Instructions regarding how to vote via telephone or the Internet are included on the enclosed proxy card or on the Notice of Internet Availability of Proxy Materials.voting instruction form. The required control number for Internet and telephone voting is printed on the enclosed proxy card or on the Notice of Internet Availability of Proxy Materials.voting instruction form. The control number is used to match proxies with stockholders’ respective accounts and to ensure that, if multiple proxies are executed, Shares are voted in accordance with the proxy bearing the latest date.

If you wish to attend the AnnualSpecial Meeting and vote in person, you will be able to do so. If you intend to attend the AnnualSpecial Meeting in person and you are a record holder of the Fund’s Shares, in order to gain admission you must show photographic identification, such as your driver’s license. If you intend to attend the AnnualSpecial Meeting in person and you hold your Shares through a bank, broker or other custodian, in order to gain admission you must show photographic identification, such as your driver’s license, and satisfactory proof of ownership of Shares, of the Fund, such as your voting instruction form (or a copy thereof) or broker’s statement indicating ownership as of a recent date. If you hold your Shares in a brokerage account or through a bank or other nominee, you will not be able to vote in person at the AnnualSpecial Meeting unless you have previously requested and obtained a “legal proxy” from your broker, bank or other nominee and present it at the Annual Meeting. You may contact Abernathy MacGregor at (212) 371-5999 to obtain directions to the site of the AnnualSpecial Meeting.

All Shares represented by properly executed proxies received prior to the AnnualSpecial Meeting will be voted at the AnnualSpecial Meeting in accordance with the instructions marked thereon or otherwise as provided therein.Ifyou sign the proxy card, but don’t fill in a vote, your Shares will be voted in accordance with the Board’s recommendation. If any other business is brought before the AnnualSpecial Meeting, your Shares will be voted at the proxies’ discretion.

Stockholders who execute proxy cards or record their voting instructions via telephone or the Internet may revoke them at any time before they are voted by filing with the Secretary of the Fund a written notice of revocation, by delivering (including via telephone or the Internet) a duly executed proxy bearing a later date or by attending the AnnualSpecial Meeting and voting in person. Merely attending the AnnualSpecial Meeting, however, will not revoke any previously submitted proxy.

Broker-dealer firms holding Shares of the Fund in “street name” for the benefit of their customers and clients will request the instructions of such customers and clients on how to vote their Shares on the Proposals before the Annual Meeting. The Fund understands that, under the rules of the NYSE, such broker-dealer firms may for certain “routine” matters, without instructions from their customers and clients, grant discretionary authority to the proxies designated by the Board to vote if no instructions have been received prior to the date specified in the broker-dealer firm’s request for voting instructions. The Proposal to ratify the selection of PricewaterhouseCoopers LLP as the Fund’s independent registered public accounting firm is deemed a “routine” matter and stockholders who do not provide proxy instructions or who do not return a proxy card may have their Shares voted by broker-dealer firms in favor of such Proposal. The other Proposals are not deemed “routine” matters under the rules of the NYSE. A properly executed proxy card or other authorization by a stockholder that does not specify how the stockholder’s Shares should be voted on the Proposal may be deemed an instruction to vote such Shares in favor of the Proposal. Broker-dealers who are not members of the NYSE may be subject to other rules, which may or may not permit them to vote your Shares without instruction. We urge you to provide instructions to your bank, broker or other nominee so that your votes may be counted.

for or against any proposal and therefore have the practical effect of reducing the number of affirmative votes required to achieve a majority by reducing the total number of shares from which the majority is calculated. If you hold your shares of the Fund’s common stock through a broker and wish to vote on the Proposals, you must instruct your broker how to vote your shares. IF YOU FAIL TO INSTRUCT YOUR BROKER HOW TO VOTE WITH RESPECT TO THE DISSOLUTION PROPOSAL, THE RESULTING BROKER NON-VOTE ON SUCH PROPOSALS WILL HAVE THE EFFECT OF A VOTE “AGAINST” SUCH PROPOSAL.

How many Shares were outstanding as of the Record Date?

At the close of business on May 16, 2019, the Fund had 519,511,366 Shares outstanding.

How can I find out the results of the voting?

We intend to announce preliminary voting results at the Special Meeting and publish final results in a Current Report on Form8-K filed with the SEC promptly following the Special Meeting.

Proposal No. 1: The Plan of Liquidation and Dissolution

What does the Plan of Liquidation and Dissolution entail?

The Plan of Liquidation and Dissolution provides for the voluntary liquidation, dissolution and winding up of the Fund.

Why is the Board recommending approval of the liquidation and dissolution of the Fund pursuant to the Plan of Liquidation and Dissolution?

After carefully considering the risks, timing, viability and potential impact on our stockholders of the alternatives potentially available to the Fund, as well as the recommendation of management, and in consultation with the Fund’s legal, financial and tax advisors, the Board determined that the liquidation and dissolution of the Fund pursuant to the Plan of Liquidation and Dissolution is advisable and in the best interests of the Fund and our stockholders. See “Proposal No. 1: Approval of the Plan of Liquidation and Dissolution—Background of the Proposed Plan of Liquidation and Dissolution” and “Proposal No. 1: Approval of the Plan of Liquidation and Dissolution—Reasons for the Liquidation and Dissolution.”

What will happen if stockholders approve the Plan of Liquidation and Dissolution?

If stockholders approve the liquidation and dissolution of the Fund pursuant to the Plan of Liquidation and Dissolution, the Fund intends to make apre-dissolution liquidating distribution (in cash, Alibaba ADSs or a combination thereof) to stockholders following such approval. See “Proposal No. 1: Approval of the Plan of Liquidation andDissolution—Pre-Dissolution Liquidating Distribution” below for a description of the proposed distribution, including the potential amount and timing of such distribution.The Fund currently expects the Certificate of Dissolution to be filed during the third or fourth quarter of 2019 promptly following the pre-dissolution liquidating distribution, although such filing may be delayed by the Board in its sole discretion. The Fund will issue a press release not less than five days before filing the Certificate of Dissolution to announce (i) that the Board has determined to proceed with the dissolution and (ii) the anticipated filing date of the Certificate of Dissolution. Following the filing of the Certificate of Dissolution, in accordance with the applicable provisions of the DGCL, the Board will proceed to wind up the Fund’s affairs. The Fund intends to rely on the “safe harbor” procedures under Sections 280 and 281(a) of the DGCL to, among other things, obtain the Court Order establishing the amount and form of security for contested known, contingent and potential future claims that are likely to arise or become known within five years of the Effective Time (or such longer period of time as the Court may determine not to exceed ten years after the Effective Time). The Fund will pay or make reasonable provision for the Fund’s uncontested known claims and expenses and establish reserves for other claims as required by the Court Order. The remaining assets or cash of the Fund will be used to make liquidating distributions to stockholders. See “Proposal No. 1: Approval of the Plan of Liquidation and Dissolution—Description of the Plan of Liquidation and Dissolution and the Dissolution andWinding-Up Process” below for a description of the liquidating distributions that may be made to stockholders, including the potential amount and timing of any such distributions.

Can the Board abandon or modify the Plan of Liquidation and Dissolution after stockholder approval prior to the Effective Time?

Yes. If our Board subsequently determines that the liquidation and dissolution of the Fund pursuant to the Plan of Liquidation and Dissolution is no longer in the best interests of the Fund and our stockholders, our Board may direct that the Plan of Liquidation and Dissolution be abandoned, either before or after stockholder approval, or may amend or modify the Plan of Liquidation and Dissolution to the extent permitted by Delaware law without the necessity of further stockholder approval.

What are the “safe harbor” procedures under Sections 280 and 281(a) of the DGCL and why does the Board elect to follow such procedures?

For a description of the procedures under Sections 280 and 281(a) of the DGCL, see “Proposal No. 1: Approval of the Plan of Liquidation and Dissolution—Description of the Plan of Liquidation and Dissolution and the Dissolution andWinding-UpProcess—Winding-Up Process.”

The Board unanimously recommendshas elected to follow the “safe harbor” procedures under Sections 280 and 281(a) of the DGCL because following such procedures affords greater protection to our directors and stockholders than the “default” provisions of Section 281(b) of the DGCL. The provisions of Sections 280 and 281(a) of the DGCL would protect the Fund’s directors from liability to claimants for failing to make adequate provision for the Fund’s actual and potential liabilities by providing for a judicial determination of the amount and form of reserves to be set aside for pending, contingent or potential future claims and by providing that, stockholdersin the absence of fraud, the judgment of the directors of the Fund vote “FOR” approvalis conclusive as to the provision made for payment of all other claims that are mature, known and uncontested or that have been finally determined to be owing by the New BlackRock Advisory Agreement.

The amount of thepre-dissolution liquidating distribution would be dependent on the Fund’s surplus and net assets before and after making such distribution, in accordance with Delaware law. Thepre-dissolution liquidating distribution would also be conditioned on the prior sale by the Fund for cash of not less than a sufficient number of Alibaba Shares to ensure that the Fund has sufficient liquid assets to cover thePre-Dissolution Holdback Amount and to fund the cash portion of such distribution.

In addition, in light of the fact that the Board has adopted the Plan of Liquidation and Dissolution and anticipates entering into a dissolution andwinding-up process, in determining the amount of the Fund’s assets that would be available for apre-dissolution liquidating distribution, the Fund intends to hold back thePre-Dissolution Holdback Amount before making suchpre-dissolution liquidating distribution. See “—What is thePre-Dissolution Holdback Amount?” below.

The assumptions underlying the Fund’s estimate of the amount of thepre-dissolution liquidating distribution are described in the “Proposal No. 1: Approval of the Plan of Liquidation andDissolution—Pre-Dissolution Liquidating Distribution” section of this Proxy Statement.

The actual amount of thepre-dissolution liquidating distribution could be higher or lower than the Fund’s current estimated range of thepre-dissolution liquidating distribution depending on, among other things, how much of the Fund’s assets, at such time, are in the form of Alibaba Shares, the actual market prices of the Alibaba Shares on and prior to the payment date of thepre-dissolution liquidating distribution (which may be higher or lower than the assumed Alibaba Share price), the Fund’s anticipated ability to monetize such remaining Alibaba Shares on favorable terms, and the extent that existing and potential liabilities are resolved, new liabilities arise or facts and circumstances otherwise change or develop. It is not possible to predict with certainty what thePre-Dissolution Holdback Amount or the amount available for thepre-dissolution liquidating distribution ultimately will be. The amount set forth above should be considered strictly as an estimate subject to the specified assumptions and qualifications. See “Risk Factors—Risks Related to the Plan of Liquidation and Dissolution—The Fund cannot assure stockholders of the timing or amount of anypre-dissolution liquidating distribution.”

What is thePre-Dissolution Holdback Amount?

The“Pre-Dissolution Holdback Amount” is an amount of assets that the Fund will hold back before making thepre-dissolution liquidating distribution contemplated by the Plan of Liquidation and Dissolution. The amount will be determined by the Board based on the Board’s estimate of the amount of assets that might be required by the Court to satisfy the Fund’s known, contingent and potential future liabilities, which amount, due to the uncertainties described under “Proposal No. 1: Approval of the Plan of Liquidation and Dissolution—Description of the Plan of Liquidation and Dissolution and the Dissolution andWinding-Up Process—Liabilities; Expenses; Reserves—Potential Tax Claims—PRC Tax Matters,” will include the maximum amount of potential PRC taxes on all of the Alibaba Share Transfers without any offset or reduction for any foreign tax credits allowable under U.S. tax law.

Given the uncertainties with respect to certain of the Fund’s contingent and future liabilities, including potential liabilities for taxes payable to taxing authorities in the PRC, in order to provide the maximum protection for our stockholders and directors under these “safe harbor” dissolution provisions of the DGCL, the Board has determined that it would be prudent to wait until the issuance of the Court Order before distributing any portion of thePre-Dissolution Holdback Amount.

Do any reserve amounts in connection with the Plan of Liquidation and Dissolution affect the Fund’s reserves for liabilities under U.S. GAAP?

None of the current estimates of thepre-dissolution liquidating distribution, thePre-Dissolution Holdback Amount, the amount of the reserves for disputed, contingent and potential future claims set forth in the Fund’s petition to the Court or the amounts required to be reserved by the Fund in the Court Order will be calculated in accordance with, or by reference to, U.S. GAAP and such amounts do not, and will not, reflect any change in the Fund’s position with respect to its liabilities and reserves from an accounting perspective. Rather, each of such amounts is, or will be, calculated solely to ensure that the Fund has sufficient assets to comply with its obligations to provide adequate security under the dissolution procedures under the DGCL, which is generally a more conservative standard than the determination required by U.S. GAAP.

What is the total amount of liquidating distributions that stockholders can expect to receive?

The Fund currently estimates that, assuming an Alibaba Share price realized on sale and, if applicable, an Alibaba Share value at the time of distribution of $177.00 (the actual closing prices of the Alibaba Shares on the NYSE ranged from a low of $130.60 to a high of $210.86 during the period between May 1, 2018 and May 15, 2019), it could make aggregate liquidating distributions to stockholders, including thepre-dissolution liquidating distribution, ranging between approximately $39.9 billion and $41.2 billion (approximately $76.76 and $79.35 per Share, respectively), based on the number of Shares outstanding following completion of the September 2018 Repurchase Program. Such estimates assume that the funds held back for certain of our potential tax liabilities (including potential PRC tax liabilities) eventually would be released and available for distribution, based on the assumednon-taxability of the Alibaba Share Transfers under Bulletin 7 or, if the Alibaba Share Transfers were taxable under Bulletin 7, the assumed utilization of related foreign tax credits for U.S. federal income tax purposes.

The aggregate amount that would be distributed to stockholders could be higher or lower than the Fund’s current estimated range of the aggregate liquidating distributions depending on, among other things, the resolution of outstanding Known Claims, the incurrence of unexpected or greater-than-expected losses with respect to Litigation Claims and the assertion of Uncertain Claims (as such terms are defined in “Proposal No. 1: Approval of the Plan of Liquidation and Dissolution—Description of the Plan of Liquidation and Dissolution and the Dissolution andWinding-UpProcess—Winding-Up Process”) (including potential PRC tax claims and other tax claims), the ability to receive reasonable value when disposing of ournon-cash assets and costs incurred to wind up our business. Further, if additional amounts ultimately are determined to be necessary to satisfy or make provision for any of these obligations, stockholders may receive substantially less than the current estimates. Accordingly, you will not know the exact amount of any liquidating distributions you may receive as a result of the Plan of Liquidation and Dissolution when you vote on the Dissolution Proposal. You may receive substantially less than the amount that we currently estimate or that you otherwise expect to receive. It is possible that the aggregate liquidating distributions that would be paid to a stockholder under the Plan of Liquidation and Dissolution would not exceed the amount that the stockholder could have received upon sales of its Shares in the open market.

When will stockholders receive liquidating distributions after the Certificate of Dissolution is filed?

We plan to make an initial post-dissolution liquidating distribution to our stockholders on our transfer books as of the Effective Time as soon as practicable following entry of the Court Order. Under Section 281(a) of the DGCL, the initial post-dissolution liquidating distribution may not be made before the expiration of a period of 150 days from the date of the last notice of rejection given by the Fund with respect to Known Claims. We currently expect the Court Order to be issued within one year following the Effective Time, although there can be no assurances regarding the timing of the Court Order.

We are unable to predict the timing of any additional liquidating distributions following the initial post-dissolution liquidating distribution. The timing of any such additional liquidating distributions will depend upon the timing of the resolution of actual and potential claims for which we have established reserves, the amount to be paid in satisfaction of such claims, and whether a need has arisen to establish additional reserves. To the extent that claims for which the Fund has set aside reserves are resolved or satisfied at amounts less than such reserves, and assuming no need has arisen to establish additional reserves, the Fund would make additional distributions to stockholders of any portion of the reserves established pursuant to the Court Order that the Board determines is no longer required because the relevant claim has been resolved or satisfied. The Board would evaluate the Fund’s reserves and available cash on a quarterly or, as appropriate, other periodic basis and make additional liquidating distributions as it deems reasonable and appropriate. For more detail on the various factors that could affect the timing of any additional liquidating distributions, see “Risk Factors—Risks Related to the Plan of Liquidation and Dissolution—The Fund cannot assure stockholders of the timing or amount of any additional post-dissolution liquidating distributions to stockholders under the Plan of Liquidation and Dissolution.”

When do you expect the dissolution andwinding-up process to be completed?

Assuming the liquidation and dissolution of the Fund pursuant to the Plan of Liquidation and Dissolution is approved by our stockholders, we intend to file a Certificate of Dissolution with the Delaware Secretary of State promptly following the

making of thepre-dissolution liquidating distribution. The Fund currently expects the Certificate of Dissolution to be filed during the third or fourth quarter of 2019, although such filing may be delayed by the Board in its sole discretion.

Pursuant to Delaware law, our corporate existence will continue for a period of at least three years following the Effective Time for the purpose of prosecuting and defending suits, winding up the Fund and making distributions to stockholders, but not for the purpose of continuing to engage in any business. The three-year statutorywinding-up period can be extended by the Court and is automatically extended for any proceeding commenced but not completed prior to the end of this three-year period. As a result, thewinding-up process could extend beyond three years after dissolution, and it is difficult to estimate when it will be completed.

What are the major liabilities of the Fund?

Among other liabilities, the Fund’s major known, contingent and potential future liabilities include (i) potential U.S. federal, state and local and foreign tax claims (including potential PRC tax claims), which constitute a significant majority of the Fund’s known, contingent and potential future liabilities, (ii) potential liabilities arising out of the Data Breaches and certain other legal contingencies, and (iii) continuing obligations to indemnify former Yahoo executives. For a detailed description of such liabilities, see “Proposal No. 1: Approval of the Plan of Liquidation and Dissolution—Description of the Plan of Liquidation and Dissolution and the Dissolution andWinding-Up Process—Liabilities; Expenses; Reserves.”

Does the Plan of Liquidation and Dissolution present any liability to our stockholders?

If stockholders approve the liquidation and dissolution of the Fund pursuant to the Plan of Liquidation and Dissolution, we will file a Certificate of Dissolution and initiate the dissolution process under Sections 280 and 281(a) of the DGCL. Under the DGCL, stockholders of a dissolved corporation which has complied with the procedures under Sections 280 and 281(a) of the DGCL have no liability for any claim commenced after the expiration of thewinding-up period. However, stockholders may still be liable for claims that are commenced before the expiration of thewinding-up period. Claimants of such claims may proceed against the Fund’s stockholders to recoup amounts distributed by the Fund, if the remaining assets of the Fund after the distribution are insufficient to satisfy such claims. Under the “safe harbor” dissolution provisions of the DGCL, a stockholder could be held liable for any such claim in the amount of the lesser of such stockholder’s pro rata share of the claim and the amount distributed to such stockholder in the dissolution from the Fund and from any liquidating trust or trusts. The aggregate liability of any stockholder of the Fund for claims against the Fund will not exceed the amount distributed to such stockholder in the dissolution. Accordingly, in such event, a stockholder could be required to return part or all of the liquidating distributions previously made to such stockholder, and could receive nothing from us under the Plan of Liquidation and Dissolution.

In addition, if a stockholder has paid taxes on amounts previously received pursuant to the Plan of Liquidation and Dissolution, a repayment of all or a portion of such amount could result in a situation in which a stockholder may incur a net tax cost if the repayment of the amount previously distributed does not cause a reduction in taxes payable in an amount equal to the amount of the taxes paid on amounts previously distributed.

How will the Fund’s sale of the Yahoo operating business to Verizon affect the Plan of Liquidation and Dissolution?

When the Fund sold the Yahoo operating business to Verizon in 2017, the Fund retained limited categories of liabilities, including liabilities relating to its investments in Alibaba and Yahoo Japan Corporation (“Yahoo Japan”), liabilities under the Fund’s then-outstanding convertible notes and related hedge and warrant transactions, liabilities relating to securityholder litigation, liabilities relating to the Fund’s status as a publicly traded company, certain director and officer indemnification obligations, and 50% of certain liabilities relating to certain historical data breaches (“User Security Liabilities”). All other liabilities resulting from or relating to the Yahoo operating business were transferred to Verizon and will not need to be paid or provided for by the Fund. However, the Fund is required to make provisions reasonably acceptable to Verizon for the satisfaction of the Fund’s obligations with respect to the User Security Liabilities and the Plan of Liquidation and Dissolution contains a provision complying with such requirement.

Are there any other risks and uncertainties associated with the Plan of Liquidation and Dissolution?

Yes. You should carefully read the section of this Proxy Statement entitled “Risk Factors.”

Do directors and executive officers have interests in the Plan of Liquidation and Dissolution that differ from mine?

In considering the Board’s recommendation to approve the Plan of Liquidation and Dissolution, you should be aware that some of our directors and executive officers may have interests in the Plan of Liquidation and Dissolution that are different from, or in addition to, the interests of our stockholders generally. These potential interests include the payment of incentive awards under the LTIP, the payment of severance compensation to the Fund’s executive officers and/or the Fund’s continuing indemnification obligations to its directors and officers. Our Board was aware of these interests and considered them, among other matters, in approving the Plan of Liquidation and Dissolution and the transactions contemplated thereby. For additional information about the interests of the Fund’s directors and officers in the Plan of Liquidation and Dissolution, see “Proposal No. 1: Approval of the Plan of Liquidation and Dissolution—Interests of Directors and Officers in the Plan of Liquidation and Dissolution.”

Do any of the directors of the Fund intend to resign upon the filing of the Certificate of Dissolution?

No. No changes to the size or composition of the Board are contemplated upon the filing of the Certificate of Dissolution.

Can I sell my Shares once the Certificate of Dissolution is filed?

We anticipate that, upon the filing of the Certificate of Dissolution, trading in our Shares will be suspended on Nasdaq, and our Shares will thereafter be delisted. In addition, we will close our stock transfer books and discontinue recording transfers of the Shares at the Effective Time. Thereafter, certificates representing the Shares will not be assignable or transferable on our books, except by will, intestate succession or operation of law. The Fund will, however, request that, following the Effective Time, DTC, as a record holder of Shares through its Cede & Co. nominee, maintain records representing the right to receive any post-dissolution liquidating distributions in accordance with Section 4 of the Plan of Liquidation and Dissolution, including any transfers of such rights. Consequently, the Fund expects that any transfers of such rights will be tracked by DTC. To the extent that a stockholder’s Shares are not held by a DTC participant as of the Effective Time, it could be more difficult for such stockholder to transfer such stockholder’s rights to receive any post-dissolution liquidating distributions.

After the Effective Time, brokers may make a market for interests in the Shares in the“over-the-counter” market. There is no assurance that such market will arise or, if one does arise, for how long it will be maintained or how actively interests in the Shares will trade. Both trading prices and volumes in any such“over-the-counter” market could be volatile and erratic.

What are the material U.S. federal income tax consequences of the liquidation and dissolution?

In general, any distributions to our stockholders pursuant to the Plan of Liquidation and Dissolution, including anypre-dissolution liquidating distribution, will be taxable to stockholders who are U.S. Holders (as defined in the “Proposal No. 1: Approval of the Plan of Liquidation and Dissolution—Material U.S. Federal Income Tax Consequences of Liquidation and Dissolution”) for U.S. federal income tax purposes. Amounts received by a stockholder pursuant to the Plan of Liquidation and Dissolution will first be applied against and reduce the stockholder’s tax basis in the Shares. Gain will be recognized as a result of a liquidating distribution to the extent that the aggregate value of such liquidating distribution and any prior liquidating distributions received by a stockholder with respect to a Share exceeds such stockholder’s tax basis in the Share. Any loss will generally be recognized only when a stockholder receives the final distribution from us and then only if the aggregate value of all liquidating distributions with respect to a Share is less than the stockholder’s tax basis in the Share. Gain or loss recognized by a stockholder will be capital gain or loss provided the Shares are held as capital assets, and will generally be long-term capital gain or loss if the Shares have been held for more than one year.

All stockholders should review the discussion in “Proposal No. 1: Approval of the Plan of Liquidation and Dissolution—Material U.S. Federal Income Tax Consequences of Liquidation and Dissolution” for a general summary of certain material U.S. federal income tax consequences of the Plan of Liquidation and Dissolution. The tax consequences of the Plan of Liquidation and Dissolution may vary depending upon the particular circumstances of each stockholder. Stockholders are urged to consult their own tax advisors as to the specific tax consequences to them of the Plan of Liquidation and Dissolution in light of each stockholder’s particular circumstances.

Proposal No. 2: Adjournment

What is the effect of voting to approve the proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies?

If you vote in favor of the Adjournment Proposal, you will be voting to permit the Special Meeting to be adjourned, even if a quorum is present, in order to solicit additional votes in favor of the Dissolution Proposal. In the event that the Dissolution Proposal has not received the requisite stockholder approval, it is likely that our Board would seek to adjourn the Special Meeting to solicit additional proxies in favor of that Proposal. The receipt of sufficient votes in favor of the Adjournment Proposal would allow our Board to take such action.

Cautionary Statement Regarding Forward-Looking Information

This Proxy Statement, including the Appendix, contains forward-looking statements concerning the proposed liquidation and dissolution pursuant to the Plan of Liquidation and Dissolution. Without limiting the foregoing, words or phrases such as “will likely result,” “are expected to,” “will continue,” “anticipate,” “estimate,” “project,” “believe,” “intend” or similar expressions are intended to identify forward-looking statements. These statements are not statements of historical facts and do not reflect historical information. Forward-looking statements are subject to numerous risks and uncertainties and actual results may differ materially from those statements. Such risks and uncertainties relate to, among other things: the availability, timing and amount of liquidating distributions, including prior to the filing of the Certificate of Dissolution; the amounts that will need to be set aside by the Fund; the adequacy of such reserves to satisfy the Fund’s obligations; the ability of the Fund to favorably resolve certain potential tax claims, litigation matters and other unresolved contingent liabilities of the Fund; the amount of proceeds that might be realized from the sale or other disposition of the Fund’s primary asset, its Alibaba Shares; the application of, and any changes in, applicable tax laws, regulations, administrative practices, principles and interpretations; the incurrence by the Fund of expenses relating to the liquidation and dissolution; and the ability of the Board to abandon, modify or delay implementation of the Plan of Liquidation and Dissolution, even after stockholder approval. Further information regarding the risks, uncertainties and other factors that could cause actual results to differ from the results in these forward-looking statements are discussed under the section “Risk Factors” in this Proxy Statement. Please carefully consider these factors, as well as other information contained herein and in our periodic reports and documents filed with the SEC. The forward-looking statements included in this Proxy Statement are made only as of the date of this Proxy Statement. We do not undertake any obligation to update or supplement such forward-looking statements to reflect events or circumstances after the date hereof, except as required by law. Because the Fund is an investment company, the forward-looking statements in this Proxy Statement are excluded from the safe harbor protection provided by Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”).

Risk Factors

There are many factors that the Fund’s stockholders should consider when deciding whether to vote in favor of the Dissolution Proposal, including the risk factors set forth below. You should carefully consider the risks described below, together with all the other information included in this Proxy Statement and the documents delivered with this Proxy Statement before making a decision about voting on the Proposals.

Risks Related to the Plan of Liquidation and Dissolution

The Fund cannot assure stockholders of the timing or amount of anypre-dissolution liquidating distribution.

The Fund intends to make apre-dissolution liquidating distribution (in cash, Alibaba ADSs or a combination thereof) contingent on, and as soon as reasonably practicable following stockholder approval of the Dissolution Proposal and before the filing of a Certificate of Dissolution with the Delaware Secretary of State. The Fund currently estimates that the amount of thepre-dissolution liquidating distribution will be between $52.12 and $59.63 per Share in cash and/or Alibaba Shares. However, this estimate is subject to a number of assumptions and qualifications that could vary, as described in greater detail below. The Fund currently expects to make suchpre-dissolution liquidating distribution during the third or fourth quarter of 2019, although such timing may be extended by the Board in its sole discretion. However, there is no assurance regarding whether or when suchpre-dissolution liquidating distribution will be made.

Under Delaware law, the Fund may not make apre-dissolution liquidating distribution except (i) out of “surplus,” which is defined as the amount by which the Fund’s “net assets” (i.e., the amount by which the Fund’s total assets exceed the Fund’s total liabilities) exceed its “capital” (i.e., the sum of the aggregate par value of all of the Fund’s issued Shares), or (ii) in the case in which there is insufficient “surplus,” out of the Fund’s “net profits” for the fiscal year in which such distribution is declared and/or the preceding fiscal year. Moreover, the Fund may not make apre-dissolution liquidating distribution if doing so would render the Fund insolvent (i.e., if its liabilities exceed its assets, or if it is unable to pay its debts as they come due) or if such distribution constitutes a fraudulent transfer. Accordingly, the amount of thepre-dissolution liquidating distribution would be dependent on the Fund’s surplus and net assets before and after making such distribution.

In addition, in light of the fact that the Board has adopted the Plan of Liquidation and Dissolution and anticipates entering into a dissolution andwinding-up process, in determining the amount of the Fund’s assets that would be available for apre-dissolution liquidating distribution, the Fund, before making apre-dissolution liquidating distribution, intends to hold back thePre-Dissolution Holdback Amount,i.e., an amount of assets that the Board estimates will be sufficient to cover the maximum potential reserves that might be required by the Court to satisfy the Fund’s known, contingent and potential future liabilities, which amount, due to the uncertainties described under “Proposal No. 1: Approval of the Plan of Liquidation and Dissolution—Description of the Plan of Liquidation and Dissolution and the Dissolution andWinding-Up Process—Liabilities; Expenses; Reserves—Potential Tax Claims—PRC Tax Matters,” will include the maximum amount, including the maximum amount of potential PRC taxes on all of the Alibaba Share Transfers without any offset or reduction for any foreign tax credits allowable under U.S. tax law. For additional information on the Fund’s current estimates of thepre-dissolution liquidating distribution and thePre-Dissolution Holdback Amount, see “Proposal No. 1: Approval of the Plan of Liquidation andDissolution—Pre-Dissolution Liquidating Distribution.”

Factors that could impact thePre-Dissolution Holdback Amount, and consequently the amount of thepre-dissolution liquidating distribution, include the following:

Given these uncertainties, it is not possible to predict with certainty the amount that will be ultimately available for thepre-dissolution liquidating distribution.

The Fund cannot assure stockholders of the timing or amount of the initial post-dissolution liquidating distribution following entry of the Court Order.

We plan to make an initial post-dissolution liquidating distribution to our stockholders on our transfer books as of the Effective Time as soon as practicable following entry of the Court Order. Under Section 281(a) of the DGCL, the initial post-dissolution liquidating distribution may not be made before the expiration of a period of 150 days from the date of the last notice of rejection given by the Fund with respect to Known Claims. We currently expect the Court Order to be issued within one year following the Effective Time, although there can be no assurances regarding the timing of the Court Order.

In the initial post-dissolution liquidating distribution, we intend to distribute all of the Fund’s remaining assets in excess of the amount to be used by the Fund to pay claims and fund the reserves required by the Court Order and pay the Fund’s operating expenses through the completion of the dissolution andwinding-up process. The Court Order will reflect the Court’s own determination as to the amount and form of security reasonably likely to be sufficient to provide compensation for all known, contingent and potential future claims against the Fund. There can be no assurances that the Court will not require the Fund to withhold from the initial post-dissolution liquidating distribution amounts in excess of the amounts that we believe are sufficient to satisfy the Fund’s potential claims and liabilities. Accordingly, stockholders may not receive distributions of these additional amounts for a substantial period of time.

The amount of the initial post-dissolution liquidating distribution would depend on, among other things, the amount that was paid in thepre-dissolution liquidating distribution and the actual amount of the reserves that we are required to establish pursuant to the Court Order. Factors that could impact the amount of the reserves to be determined by the Court Order, and consequently the amount of the initial post-dissolution liquidating distribution, include the following:

With respect to the Fund’s potential PRC tax liabilities, based on our current views as to the applicability of PRC tax to the Alibaba Share Transfers (as described under “Proposal No. 1: Approval of the Plan of Liquidation and Dissolution—Description of the Plan of Liquidation and Dissolution and the Dissolution andWinding-Up Process—Liabilities; Expenses; Reserves—Potential Tax Claims—PRC Tax Matters”), we currently expect to request in our petition to the Court that the Fund not be required in the Court Order to hold back any reserves in respect of PRC tax liabilities with respect to any of the Alibaba Share Transfers, and we believe that, if we receive confirmation (which would likely be oral and not written) from the PRC taxing authorities that they have closed their review of an Alibaba Share Transfer and that PRC taxes will not be assessed on that transaction, the Court would likely grant our request. However, the Court will then make its own determination as to the amount and form of security reasonably likely to be sufficient to provide compensation for contingent PRC tax liabilities. There can be no assurances that the Court will not require the Fund to reserve an amount for some or all of our potential PRC tax liabilities. If the Court requires us to reserve an amount for some or all of our potential PRC tax liabilities (which are subject to aten-year statute of limitations period), stockholders may not receive distributions of any excess reserve amounts for a substantial period of time. If such a reserve were required for potential PRC taxes with respect to any of the Alibaba Share Transfers, then we would seek to include a provision in the Court Order that would permit the Fund to return to the Court to petition for a reduction in the Fund’s reserves if we receive oral confirmation from the PRC taxing authorities after the issuance of the Court Order, or otherwise believe there is a reasonable basis for concluding, that the PRC taxing authorities do not intend to assess PRC tax with respect to any of the Alibaba Share Transfers. There is no assurance, however, that the Court would agree to consider such a request or, if it does, that it would modify the Court Order in such a scenario. For more information regarding the Fund’s

potential PRC tax liabilities, see “Proposal No. 1: Approval of the Plan of Liquidation and Dissolution—Description of the Plan of Liquidation and Dissolution and the Dissolution andWinding-Up Process—Liabilities; Expenses; Reserves—Potential Tax Claims—PRC Tax Matters.”

The Fund cannot assure stockholders of the timing or amount of any additional post-dissolution liquidating distributions to stockholders under the Plan of Liquidation and Dissolution.

To the extent that claims for which the Fund has set aside reserves are resolved or satisfied at amounts less than such reserves, and assuming no need has arisen to establish additional reserves, the Fund would make additional distributions to stockholders of any portion of the reserves established pursuant to the Court Order that the Board determines is no longer required because the relevant claim has been resolved or satisfied. However, there may be less funds available than currently anticipated for additional liquidating distributions to the Fund’s stockholders. The precise amount and timing of any additional liquidating distributions to the Fund’s stockholders will depend on and could be delayed or diminished due to many factors, including:

Due to these and other factors, the amounts of any additional post-dissolution liquidating distributions may be substantially less than the amounts currently estimated by the Fund.

Liquidating distributions to stockholders could be substantially reduced and/or delayed due to uncertainty regarding the resolution of certain potential tax claims, litigation matters and other unresolved contingent liabilities of the Fund.

Among other liabilities, the Fund’s major known, contingent and potential future liabilities include (i) potential U.S. federal, state and local and foreign tax claims (including potential PRC tax claims), which constitute a significant majority of the Fund’s known, contingent and potential future liabilities, (ii) potential liabilities arising out of the Data Breaches and certain other legal contingencies, and (iii) continuing obligations to indemnify former Yahoo executives. For a detailed description of such liabilities, see “Proposal No. 1: Approval of the Plan of Liquidation and Dissolution—Description of the Plan of Liquidation and Dissolution and the Dissolution andWinding-Up Process—Liabilities; Expenses; Reserves.”

We intend to follow the “safe harbor” procedures under Sections 280 and 281(a) of the DGCL to obtain the Court Order establishing the amount and form of security for contested known, contingent and potential future claims that are likely to arise or become known within five years of the Effective Time (or such longer period of time as the Court may determine not to exceed ten years after the Effective Time), and pay or make reasonable provision for the Fund’s uncontested known claims and expenses and establish reserves for other claims as required by the Court Order.

Whether any additional liquidating distributions can be made to stockholders would depend on whether claims for which the Fund has set aside reserves are resolved or satisfied at amounts less than such reserves and whether a need has arisen to establish additional reserves. The Fund cannot assure stockholders that the Fund’s liabilities can be settled for less than the amounts the Fund has reserved, or that unknown liabilities that have not been accounted for will not arise. As a result, the Fund may continue to hold back funds and delay additional liquidating distributions to stockholders. It is important for the Fund to

retain sufficient funds to pay the expenses and liabilities actually owed to the Fund’s creditors, because under Delaware law, if the Fund fails to do so, each stockholder could be held liable for the repayment to creditors, out of the amounts previously received by such stockholder from us or from any liquidating trust or trusts, of such stockholder’s pro rata share of such excess (up to the full amount actually received by such stockholder).

The application of, and any changes in, applicable tax laws, regulations, administrative practices, principles and interpretations may adversely affect the Fund’s assets and the amount and timing of any liquidating distributions to stockholders.

The Fund may be directly or indirectly affected by tax legislation, regulations and administrative practices or the modification of existing tax laws by U.S. ornon-U.S. taxing authorities or other governmental bodies. The application of complex tax laws involves numerous uncertainties, and U.S. andnon-U.S. taxing authorities may review and challenge tax positions adopted by the Fund. These challenges may result in adjustments to, or impact the timing or amount of, the Fund’s taxable income, deductions, credits or other tax items, which may adversely affect our effective tax rate and tax liability.

Even if the Plan of Liquidation and Dissolution is approved and the Fund files a Certificate of Dissolution, the Fund will continue to be subject to U.S. federal income tax on its taxable income and taxable gains until the liquidation is complete (i.e., until all of its remaining assets have been distributed to the stockholders or transferred to a liquidating trust or trusts). Accordingly, the sale or other disposition of the Fund’s remainingnon-cash assets, including the remaining Alibaba Shares, will generally be taxable to the Fund for U.S. federal income tax purposes. In addition, the Fund’s prior dispositions of Alibaba Shares and shares of common stock of Yahoo Japan (“Yahoo Japan Shares”) were generally taxable to the Fund for U.S. federal income tax purposes (such dispositions, together with any future dispositions of the Fund’s remaining Alibaba Shares, “Share Dispositions”), resulting in significant tax liabilities to the Fund.

The Fund also expects to incur certain state and local income tax liabilities on the disposition of the Fund’s remaining Alibaba Shares, and it incurred such tax liabilities on prior Share Dispositions. Depending on a number of factors, including the apportionment methodologies that are applied to source the gains from Share Dispositions for state and local tax purposes, the amount of such taxes could be greater or less than the corresponding amount recorded by the Fund for financial accounting purposes and reflected within the liabilities section of the Consolidated Statement of Assets and Liabilities filed with the SEC on FormN-CSR for the fiscal year ended December 31, 2018. The appropriate apportionment methodology for Share Dispositions is uncertain in each of the state and local jurisdictions in which the Fund expects to pay tax, and could vary materially depending on the manner in which Share Dispositions are effected (e.g., as a sale, exchange, distribution or other disposition). There can be no assurance that we will be able to resolve these matters favorably with the applicable taxing authorities.

On December 22, 2017, the United States enacted tax legislation commonly known as the Tax Cuts and Jobs Act (the “TCJA”), which significantly changed existing U.S. tax law. Among other changes impacting the Fund, the TCJA imposed aone-time deemed repatriation tax on certain accumulated earnings ofnon-U.S. corporations owned by 10% U.S. shareholders, expanded the constructive ownership rules that are applied for purposes of determining whether anon-U.S. corporation is a “controlled foreign corporation” (“CFC”), and made other significant changes to the CFC rules. These rules are complex and subject to change or differing interpretations, possibly with retroactive effect. In addition, the application of these rules and their consequences to the Fund depend on a number of facts specific to Alibaba, Yahoo Japan, and their respective subsidiaries that are beyond our current knowledge and control. These and other uncertainties resulting from the TCJA could materially affect the Fund’s U.S. tax liabilities.

Furthermore, the treatment of the Fund and its assets, and any transactions involving such assets (including liquidating distributions by the Fund), may raise novel and complex issues under other U.S. federal, state and local and foreign tax laws. Accordingly, the application of the relevant tax laws to the Fund’s assets and any related past or future transactions, including in connection with the Plan of Liquidation and Dissolution, may be uncertain in many respects. There can be no assurance that the Fund’s treatment of such assets and transactions will not be challenged by the U.S. Internal Revenue Service (the “IRS”) or other U.S. ornon-U.S. taxing authorities, and any such challenge could adversely affect the Fund’s effective tax rate and tax liability, as well as the amount and timing of any liquidating distributions to stockholders.

The Fund may not be able to resolve promptly, or at all, certain potential PRC tax claims on the Alibaba Share Transfers on terms favorable to the Fund, which may significantly delay or reduce any liquidating distributions to stockholders.

Because Alibaba, which is a Cayman Islands company, holds PRC taxable property, each of the Alibaba Share Transfers would be an indirect transfer of such property and potentially subject to PRC tax under Bulletin 7, which is the current regulation governing taxation of indirect transfers in the PRC (other than the 2012 Alibaba Share Transfer, which is covered by the predecessor PRC tax regulation with respect to indirect share transfers). If an Alibaba Share Transfer were subject to PRC tax under Bulletin 7, the tax would be 10% of the gain that the PRC taxing authorities deemed the Fund or its applicable subsidiary to have derived from such transfer. The statute of limitations period applicable to Bulletin 7 cases is ten years. The PRC taxing authorities, in particular the STA, have wide discretion to interpret Bulletin 7 and to apply the indirect transfer rules to specific circumstances.

As described in more detail under “Proposal No. 1: Approval of the Plan of Liquidation and Dissolution—Description of the Plan of Liquidation and Dissolution and the Dissolution andWinding-Up Process—Liabilities; Expenses; Reserves—Potential Tax Claims—PRC Tax Matters,” based on the advice of the Fund’s tax counsel and advisors and other relevant information, we believe it is more likely than not that the Alibaba Share Transfers are not, and in the case of the 2019 Alibaba Share Transfers will not be, subject to PRC tax. There can be no assurance that the PRC taxing authorities will agree with such positions. Even if the PRC taxing authorities have confirmed (which would likely be orally and not in writing) that their review of any Alibaba Share Transfer is closed and that such transaction is not taxable, the PRC taxing authorities are not foreclosed from subsequentlyre-examining and potentially assessing PRC tax on such transactions at any time prior to the expiration of theten-year statute of limitations period; however, we believe based on the advice of our PRC tax advisors that it is highly unlikely they will do so where they have given oral confirmation that a transaction will not be taxed.

Based on advice of the Fund’s counsel, although not free from doubt, we believe that if the Fund or any of its subsidiaries were required to pay tax on the 2018 Alibaba Share Transfers or the 2019 Alibaba Share Transfers pursuant to Bulletin 7, the Fund will be entitled to claim the amount of tax paid as a foreign tax credit against its U.S. federal income tax liability on such transfers. If Bulletin 7 tax were assessed on the 2012 Alibaba Share Transfer or the 2014 Alibaba Share Transfer, we would expect to be entitled to claim the amount of tax paid as a foreign tax credit against the Fund’s U.S. federal income tax liability on such transfers.

In order to claim a foreign tax credit with respect to any tax imposed on an Alibaba Share Transfer pursuant to Bulletin 7, the Fund would need to pay the tax assessed by the PRC taxing authorities and pursue all effective and practical remedies to contest the tax under PRC law and the tax treaty between the United States and the PRC, including invoking the assistance of the U.S. competent authority. The Fund expects that it would have to claim the benefit of such credit in the form of a refund of previously paid U.S. federal income taxes. As a result of the U.S. refund procedures and foreign tax credit requirements, including the need to ensure that the Fund has sufficient assets and liquidity to pay and contest any PRC tax imposed on any of the Alibaba Share Transfers, the Fund may need to delay the return of such assets to stockholders until resolution of the potential PRC tax liabilities and any related foreign tax credit claims, which could take a significant period of time. The rules relating to the foreign tax credit are complex and their application to a PRC tax imposed on an Alibaba Share Transfer is not entirely clear. Notwithstanding the advice of the Fund’s counsel and the Fund’s views referred to above, there can be no assurance that the IRS or a court would agree that the Fund is entitled to claim a credit for such tax.

For a more detailed description of Bulletin 7 and the U.S. refund procedures and foreign tax credit requirements, see “Proposal No. 1: Approval of the Plan of Liquidation and Dissolution—Description of the Plan of Liquidation and Dissolution and the Dissolution andWinding-Up Process—Liabilities; Expenses; Reserves—Potential Tax Claims—PRC Tax Matters.”

Given the uncertainties described above, when determining the amount of thepre-dissolution liquidating distribution, we expect to hold back assets sufficient to pay the maximum amount of PRC tax that may be imposed on all of the Alibaba Share Transfers without any offset or reduction in the Fund’s reserves for U.S. tax liabilities. Further, in respect of any post-dissolution liquidating distributions, unless the Fund is able to represent to the Court that we have received reasonably satisfactory confirmation from the PRC taxing authorities (which may include an oral confirmation to the Fund’s representatives) that they have determined not to tax the Alibaba Share Transfers, or otherwise establish to the satisfaction of the Court, that such tax will not be assessed, the Fund expects that the Court Order would require us to

reserve an amount of assets sufficient to cover all or a portion of the maximum potential PRC tax liabilities of the Fund. Based on theten-year statute of limitations period applicable to the potential PRC tax liabilities, such amount of assets may be held back for a substantial number of years.

The Fund will continue to incur expenses that will reduce the amount available for distribution, including expenses of complying with reporting requirements under the 1940 Act following the Effective Time and paying its service providers, including the external investment advisers managing its Marketable Debt Securities Portfolio.

As the Fund continues to wind up, we will continue to incur expenses from operations, including severance costs, compensation to employees who would implement the Plan of Liquidation and Dissolution, compensation to our independent directors, directors’ and officers’ insurance and other insurance premiums, income, payroll and other taxes (including any taxes that may be imposed on the sale, distribution or other disposition of our remainingnon-cash assets), legal, accounting, financial advisory and consulting fees and general and administrative expenses (including the fees of the external investment advisers for our Marketable Debt Securities Portfolio). We currently estimate that we will reserve between $300 million to $400 million (approximately $0.58 to $0.77 per Share) to pay such expenses. The actual amount of such expenses could be much higher than currently anticipated and will reduce the amount of assets available for ultimate distribution to stockholders.

Following the Effective Time, the Fund will continue to be registered as an investment company under the 1940 Act. The Fund currently expects to deregister as an investment company under the 1940 Act following the issuance of the Court Order, and after the Fund has reduced its remaining assets to cash and distributed substantially all of its assets. Accordingly, the Fund will continue complying with the applicable reporting requirements of the 1940 Act even though compliance with such reporting requirements will cause the Fund to incur related expenses. If the Plan of Liquidation and Dissolution is approved and the Board effects the liquidation and dissolution, in order to eliminate these expenses, we may seek relief from the SEC from the reporting requirements under the 1940 Act, but no assurances can be given as to when or if such relief will be obtained. If the Fund does not obtain such relief and, in any event, until such time as it obtains such relief, the Fund will continue to incur costs in complying with its reporting requirements as a registered investment company under the 1940 Act.

The amount of proceeds that might be realized from the sale of the Fund’s primary asset, the Alibaba Shares, is subject to fluctuation in the market prices of such Alibaba Shares and the Fund’s ability to monetize such Alibaba Shares on favorable terms.

As of May 15, 2019, the Fund’s Alibaba Shares represented approximately 96.0% of the Fund’s total assets. The trading price of Alibaba Shares has been and is likely to continue to be volatile, which could result in substantial losses to the Fund and affect the Fund’s ability to monetize such Alibaba Shares on favorable terms. For example, the high and low sale prices of Alibaba ADSs between December 31, 2017 and December 31, 2018 were $210.86 and $131.89, respectively. In addition, the performance and fluctuation of the market prices of other companies with business operations located mainly in the PRC that have listed their securities in the United States may affect the volatility in the price of and trading volumes for Alibaba Shares. Some of these companies have experienced significant volatility, including significant price declines after their initial public offerings. The trading performances of these PRC companies’ securities at the time of or after their offerings may affect the overall investor sentiment towards other PRC companies listed in the United States and consequently may impact the trading performance of Alibaba Shares.

The market price of Alibaba Shares is affected by Alibaba’s business, management, results of operations and financial condition. Alibaba files with the SEC reports containing financial and other material information about its business and risks relating to its business. You are encouraged to review the information set forth in Alibaba’s registration statements on FormF-1 and FormF-4 and annual reports on Form20-F for additional information about Alibaba’s business, management, results of operations, financial condition and risks. You should also review Alibaba’s press releases and reports filed with the SEC on Form6-K. This information may be obtained at the SEC’s website at:https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001577552&owner=exclude&count=40.

Stockholders should review information filed by Alibaba with the SEC because the Fund’s ability to monetize such Alibaba Shares on favorable terms will depend heavily upon and be influenced by the value of the Alibaba Shares. Information relating to Alibaba in this Proxy Statement is derived from Alibaba’s public filings with the SEC. Such

information is provided for informational purposes only and the Fund makes no representation and assumes no responsibility for the accuracy or completeness of such information.

The Fund’s ability to sell or otherwise dispose of the Alibaba Shares is subject to contractual restrictions in certain circumstances.

The Fund’s ability to sell its Alibaba Shares is subject to certain restrictions under the Registration Rights Agreement. Under the Registration Rights Agreement, MSSBamong other things, the Fund generally can sell or otherwise dispose of its “Registrable Securities” (as such term is defined in the Registration Rights Agreement) without limitation or restriction provided the sale or disposition is effected through one or more private sales not executed or recorded on a public exchange or quotation service(“Off-Exchange Sales”).

Under the Registration Rights Agreement, the Fund can sell an unlimited amount of Registrable Securities in one or more transactions executed or recorded on a public exchange or quotation service within any90-day period. However, if the Fund sells or otherwise disposes of Registrable Securities in one or more transactions executed or recorded on a public exchange or quotation service resulting in aggregate proceeds greater than $1 billion over any90-day period (a “Large Resale”), then it can sell only up to $1 billion of Registrable Securities (excludingOff-Exchange Sales) in each of the next two90-day periods. The Fund also is restricted in its ability to sell Alibaba Shares (as such term is defined in the Registration Rights Agreement) in public block trades (other than Off-Exchange Sales) in excess of certain threshold amounts or, unless it obtains permission from Alibaba, at a price less than 92% of the most recent prior closing price per Alibaba Share on the NYSE. If the Fund executes a Large Resale or a public block trade or requests Alibaba’s assistance in marketing the sale of Registrable Securities owned by the Fund in accordance with the terms of the Registration Rights Agreement, then the Fund cannot execute another Large Resale or public block trade or request Alibaba’s assistance in marketing another sale of Alibaba Shares during the180-day period following such transaction, subject to a limited exception for sales pursuant to Rule10b5-1 plans.

Additionally, if Alibaba initiates an underwritten offering and if Alibaba or the underwriters participating in such offering request that the Fund enter into alock-up agreement to not dispose of any Registrable Securities for a period of up to 180 days, then the Registration Rights Agreement requires the Fund to enter into such alock-up agreement to the extent that Alibaba and certain members of Alibaba management are similarly bound.

Accordingly, the Fund may not be able to sell or dispose of its Alibaba Shares to generate new cash in a timely manner, which could delay the liquidating distributions to stockholders.

The Fund’s ability to monetize the Alibaba Shares on favorable terms may be materially and adversely affected by economic conditions in the PRC as well as globally.

Alibaba has significant operations in the PRC. As a result, the Fund’s ability to monetize the Alibaba Shares on favorable terms is impacted to a significant extent by economic, political and legal developments in the PRC. Chinese equities and many American Depositary Shares issued by companies that primarily operate in the PRC, including Alibaba, have experienced increased volatility over the past few years. Although the PRC government has taken steps to seek to stabilize the PRC equity markets, it is uncertain what effect such measures will have, if any, on the PRC equity markets or on the price of American Depositary Shares issued by companies that primarily operate in the PRC. Continued price drops in the PRC equity markets and any related price drops of American Depositary Shares issued by companies that primarily operate in the PRC may adversely affect the Fund’s ability to monetize the Alibaba Shares on favorable terms in connection with the liquidation and dissolution process.

The PRC economy differs from the economies of most developed countries in many respects, including the extent of government involvement, level of development, growth rate, control of foreign exchange and allocation of resources. Although the PRC government has implemented measures emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets and the establishment of improved corporate governance in business enterprises, a substantial portion of productive assets in the PRC is still owned by the PRC government. In addition, the PRC government continues to play a significant role in regulating industry development by imposing industrial policies. The PRC government also exercises significant control over the PRC’s economic growth by allocating resources, controlling payment of foreign currency-

denominated obligations, setting monetary policy, regulating financial services and institutions and providing preferential treatment to particular industries or companies.

While the PRC economy has experienced significant growth in the past three decades, growth has been uneven, both geographically and among various sectors of the economy. The PRC government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures may benefit the overall PRC economy, but may also have a negative effect on the Fund. The Fund’s ability to monetize the Alibaba Shares on favorable terms may be materially and adversely affected by government control over capital investments or changes in tax regulations that are applicable to Alibaba.

In addition, the PRC government has implemented in the past certain measures, including interest rate increases, to control the pace of economic growth. These measures may cause decreased economic activity. Any prolonged slowdown in the Chinese economy could lead to a reduction in demand for Alibaba’s services and consequently have a material adverse effect on Alibaba’s businesses, financial condition and results of operations.

The U.S. administration under President Donald Trump has advocated greater restrictions on trade generally and significant increases on tariffs on certain goods imported into the United States, particularly from the PRC, and has recently taken steps toward restricting trade in certain goods. The PRC and other countries have retaliated in response to new trade policies, treaties and tariffs implemented by the United States. Such policy retaliations could ultimately result in further trade policy responses by the United States and other countries, and result in an escalation leading to a trade war, which would have an adverse effect on manufacturing levels, trade levels and industries, including logistics, retail sales and other businesses and services that rely on trade, commerce and manufacturing. Any such escalation in trade tensions or a trade war, or news and rumors of the escalation of a potential trade war, could affect activity levels within Alibaba’s ecosystem and have a material and adverse effect on its business, results of operations and the trading price of the Alibaba Shares.

If the Fund fails to retain sufficient funds to pay the liabilities actually owed to the Fund’s creditors, each stockholder receiving liquidating distributions could be liable for payment to the Fund’s creditors of his, her or its pro rata share of any shortfall, up to the amount actually distributed to each stockholder in connection with the liquidation and dissolution.

Under Delaware law, in the event the Fund fails to retain sufficient funds to pay the expenses and liabilities actually owed to the Fund’s creditors, each stockholder could be held liable for the repayment to those creditors who file claims before the end of thewinding-up period, out of the amounts previously received by such stockholder from us or from any liquidating trust or trusts, of such stockholder’s pro rata share of such excess liability (up to the full amount actually received by such stockholder).

Moreover, in the event a stockholder has paid taxes on amounts previously received pursuant to the Plan of Liquidation and Dissolution, a repayment of all or a portion of such amount could result in a stockholder incurring a net tax cost if the stockholder’s repayment of an amount previously distributed does not cause a reduction in taxes payable. There can be no guarantee that the reserves established by the Fund will be adequate to cover all such expenses and liabilities.

Amounts held in the Marketable Debt Securities Portfolio will be subject to market, credit and interest rate risk.

A substantial portion of the Fund’s investment assets (other than the Alibaba Shares) may be held in the Marketable Debt Securities Portfolio throughout the liquidation and dissolution process. The proceeds of the Fund’s disposition of its Alibaba Shares, to the extent not used to fund the cash portion of anypre-dissolution liquidating distribution to stockholders, may be added to the Marketable Debt Securities Portfolio and will be invested in accordance with the applicable investment policies and guidelines. Pursuant to such guidelines, the Fund generally invests excess cash in money market funds, time deposits, and liquid debt instruments of the U.S. and foreign governments and their agencies, and high credit quality corporate issuers which are classified as marketable debt securities and cash equivalents.

Investments in fixed rate and floating rate interest earning instruments carry a degree of interest rate risk. Fixed rate securities may have their fair market value adversely impacted due to a rise in interest rates, while floating rate securities may produce less income than expected if interest rates fall. Such securities also are subject to the risk that the issuer of the security will be unable to pay interest or repay principal on the security when due. Due in part to these factors, the amounts expected to be

realized by the Fund in monetizing the Marketable Debt Securities Portfolio may fall short of expectations due to changes in interest rates or the Fund may suffer losses in principal if it sells securities that have declined in market value due to changes in interest rates or changes in credit quality.

The Shares will be delisted from Nasdaq, and the Fund will close its stock transfer books at the Effective Time. Accordingly, the Shares held by the Fund’s stockholders after the Effective Time will not be transferable, and there is no assurance that a market for interests in the Shares will arise.

We anticipate that, upon the filing of the Certificate of Dissolution, trading in our Shares will be suspended on Nasdaq, and our Shares will thereafter be delisted. However, under the Nasdaq rules, Nasdaq has discretionary authority to suspend or terminate the listing of a company that has announced that liquidation has been authorized by its board of directors and that it is committed to proceed, even if the Shares otherwise meet all enumerated criteria for continued listing on Nasdaq. Shortly before filing the Certificate of Dissolution, the Fund will issue a press release to announce the anticipated filing date of the Certificate of Dissolution.

In addition, we will close our stock transfer books and discontinue recording transfers at the Effective Time. Thereafter, record holders of the Shares generally will be prohibited from transferring record ownership of their Shares following the Effective Time (except by will, intestate succession or operation of law). The Fund will, however, request that, following the Effective Time, DTC, as a record holder of Shares through its Cede & Co. nominee, maintain records representing the right to receive any post-dissolution liquidating distributions in accordance with Section 4 of the Plan of Liquidation and Dissolution, including any transfers of such rights. Consequently, the Fund expects that any transfers of such rights will be tracked by DTC. There is no assurance that a market for interests in the Shares representing the right to receive any post-dissolution liquidating distributions will arise or, if one does arise, for how long it will be maintained or how actively such interests in the Shares will trade. Both trading prices and volumes in any such “over-the-counter” market could be volatile and erratic. To the extent that a stockholder’s Shares are not held by a DTC participant as of the Effective Time, it could be more difficult for such stockholder to transfer such stockholder’s rights to receive any post-dissolution liquidating distributions.

Interests of stockholders in any liquidating trust that the Fund may establish pursuant to the Plan of Liquidation and Dissolution generally will not be transferable.

If the Fund establishes a liquidating trust, the interests of the Fund’s stockholders in such trust generally will not be transferable, which could adversely affect stockholders’ ability to realize the value of such interests. Even if transferable, the interests are not expected to be listed on a national securities exchange, and the extent of any trading market therein cannot be predicted. In addition, the interests may not be accepted by commercial lenders as security for loans as readily as more conventional securities with established trading markets. Furthermore, given that the Fund’s stockholders will be deemed to have received a liquidating distribution equal to their pro rata share of the value of the net assets distributed to any entity which is treated as a liquidating trust for U.S. federal income tax purposes, the distribution ofnon-transferable interests would result in tax liability to the stockholders without their being readily able to realize the value of such interest to pay such taxes or otherwise.

Stockholders will generally not be able to recognize a loss for U.S. federal income tax purposes until they receive a final distribution from us.

As a result of the Fund’s liquidation and dissolution, for U.S. federal income tax purposes, the Fund’s stockholders who are U.S. Holders will generally recognize gain or loss equal to the difference between (i) the amount of cash and the fair market value (at the time of the distribution) of any other property distributed, less any known liabilities assumed by the stockholder or to which the distributed property is subject, and (ii) such stockholder’s tax basis in the Shares. Liquidating distributions pursuant to the Plan of Liquidation and Dissolution may occur at various times and in more than one tax year. Any loss will generally be recognized only when a stockholder receives the final distribution from us and then only if the aggregate value of all liquidating distributions with respect to a Share is less than the stockholder’s tax basis in the Share. For a general summary of certain material U.S. federal income tax consequences of the Plan of Liquidation and Dissolution, see “Proposal No. 1: Approval of the Plan of Liquidation and Dissolution—Material U.S. Federal Income Tax Consequences of Liquidation and Dissolution.”

Further stockholder approval will not be required in connection with the implementation of the Plan of Liquidation and Dissolution, including the sale or disposition of all or substantially all of the Fund’s assets as contemplated in the Plan of Liquidation and Dissolution.

The approval of the Dissolution Proposal by the requisite vote of the stockholders will grant full and complete authority to our Board and officers, without further stockholder action, to proceed with the liquidation and dissolution of the Fund pursuant to Plan of Liquidation and Dissolution in accordance with any applicable provision of Delaware law. Accordingly, the Fund may sell, distribute or otherwise dispose of its remainingnon-cash assets without further stockholder approval. As a result, the Board may, in order to maximize value for the Fund’s stockholders and creditors, authorize actions in implementing the Plan of Liquidation and Dissolution, including the specific terms and prices for the sales and dispositions of its remaining assets, with which stockholders may not agree.

After the Effective Time, the Fund would not hold annual meetings of stockholders to elect members of the Board, and consequently the Fund’s stockholders would no longer be able to act asinfluence management of the Fund through the election of directors.

Under Delaware law, dissolution of the Fund would become effective upon the filing of a Certificate of Dissolution with the Delaware Secretary of State, which the Fund expects to file during the third or fourth quarter of 2019 promptly following the pre-dissolution liquidating distribution. Although the Fund’s adviserexistence would continue for a period of three years from the Effective Time for the purpose of prosecuting and defending suits, winding up the Fund and making distributions to stockholders, the Fund would not be permitted to continue to engage in business. As a portionresult, the Fund would not convene annual meetings of stockholders during thewinding-up period. Since the Fund would not hold annual meetings of stockholders to elect members of the Marketable Debt Securities PortfolioBoard after November 10, 2017the Effective Time, the Fund’s stockholders would not be able to influence management of the Fund through the election of directors. Because the Fund expects to file the Certificate of Dissolution before the date when the Fund is required to convene its 2019 annual meeting of stockholders, the Fund does not expect to convene its 2019 annual meeting of stockholders. However, if the filing of the Certificate of Dissolution is materially delayed, we expect to hold an annual meeting of its stockholders in 2019.

As noted above, the approval of the Dissolution Proposal by the requisite vote of the stockholders will grant full and complete authority to our Board and officers, without further stockholder action, to proceed with the liquidation and dissolution of the Fund pursuant to Plan of Liquidation and Dissolution in accordance with any applicable provision of Delaware law. See “—Further stockholder approval will not be required in connection with the implementation of the Plan of Liquidation and Dissolution, including the sale or disposition of all or substantially all of the Fund’s assets as contemplated in the Plan of Liquidation and Dissolution.”

The Board may abandon, modify or delay implementation of the Plan of Liquidation and Dissolution, even after stockholder approval.

Even if the Fund’s stockholders approve the Dissolution Proposal, the Board will takehas reserved the right, at its discretion, to the extent permitted by Delaware law, to abandon or delay implementation of the Plan of Liquidation and Dissolution (including determining not to file or to delay filing the Certificate of Dissolution) if such action as it deemsis determined to be in the Fund’s best interestinterests and in the best interests of its stockholders, in order, for example, to permit the Fund to pursue new business opportunities or strategic transactions that are subsequently presented to the Board. Any such decision by the Board to abandon or delay implementation of the Fund.

DescriptionPlan of Liquidation and Dissolution prior to the New MSSB Advisory Agreement

If approved by stockholdersEffective Time (including determining not to file or to delay filing the Certificate of Dissolution) may result in the Fund incurring additional operating costs and liabilities, which could reduce the New MSSB Advisory Agreement will expire on the second anniversary of such stockholder approval, unless continuedamount available in effect from year to year thereafter, if such continuance is approved at least annually in the manner required by the 1940 Act. Below is a comparison of certain terms of the New MSSB Advisory Agreement to the terms of the Interim MSSB Advisory Agreement.

Investment Advisory Services. The investment management services to be provided by MSSB to the Fund under the New MSSB Advisory Agreement will be identical to those services currently provided by MSSB to the Fund under the Interim MSSB Advisory Agreement. In addition, the investment advisory services are expected to be provided by the same MSSB personnel under the New MSSB Advisory Agreement as under the Interim MSSB Advisory Agreement. MSSB has agreed to manage the Fund’s assets allocated to it (the “MSSB Assets”) in accordance with the advisory services it provides through its Institutional Cash Advisory Program. MSSB will convert the Fund’s investment objective and strategies for the Marketable Debt Securities Portfolio into a rule matrix for internal use by MSSB. The Fund has agreed to promptly notify MSSB of any changespotential future distribution to the Fund’s investment strategy forstockholders.

The Board also may modify or amend the MSSB AssetsPlan of Liquidation and will not make any material changes to the Fund’s investment strategy for the MSSB Assets without prior consultation with MSSB. MSSB will have complete and unlimited discretionary investment and trading authorization to invest and trade the MSSB Assets consistent with the Fund’s investment strategy for the MSSB Assets.

Without limiting the generalityDissolution, notwithstanding stockholder approval of the foregoing, MSSB has agreed, during the term of the agreement and subject to the Fund’s investment strategy for the MSSB Assets, the other provisions of the agreement and the supervision ofDissolution Proposal, if the Board to, among other things: (i) determine the composition and investment allocationdetermines that, in light of the MSSB Assets, the nature and timing of thenew proposals presented or changes therein and the manner of implementingin circumstances, such changes, including the purchase, retention or sale of specific securities and other assets; (ii) place orders with respect to, and arrange for, any investment (including executing and delivering all documents relating to the MSSB Assets’ investments); (iii) provide reasonable assistance to the Fund and the Fund’s custodian or its affiliates in assessing the fair value of securities held in the MSSB Assets for which market quotations are not readily available; and (iv) act upon reasonable instructions from the Board with respect to the management of the MSSB Assets which, in the reasonable determination of MSSB, are not inconsistent with MSSB’s fiduciary duties. MSSB will vote any proxies received from the Fund’s custodian (including without limitation giving or determining to withhold consent to any request to amend a debt

PROPOSAL THREE: APPROVAL OF NEW INVESTMENT ADVISORY AGREEMENT WITH MSSB