Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934

NOTICE IS HEREBY GIVEN that a special meeting of the shareholders ("Shareholders") of BBR ALO Fund, LLC (the "Fund") will be held in person on Thursday, December 15, 2022 at 10:00 a.m. Eastern Time at the offices of BBR Partners, LLC (the "Adviser"), 55 East 52nd Street, 18th Floor, New York, New York 10055 (the "Meeting"). At the Meeting, Shareholders will be asked to consider and vote upon the following proposals (collectively, the "Proposals," with each being a "Proposal") and to act upon any other business which may properly come before the Meeting or any adjournment or postponement thereof:

The Board of Directors of the Fund believes that approval of each Proposal is in the best interests of the Fund and its Shareholders, and has unanimously approved, and recommends that you vote "FOR," the Director Election Proposal, "FOR" the Proposed Summit Street Agreement and "FOR" the Proposed Maren Agreement.

The Proposals are discussed in greater detail in the enclosed proxy statement. Please read the proxy statement carefully for information concerning the Proposals. The enclosed materials contain the Notice of Special Meeting of Shareholders (the "Notice"), proxy statement and proxy card/voting instruction form. A proxy card/voting instruction form is, in essence, a ballot. When you vote your proxy, it tells us how you wish to vote on important issues relating to the Fund. If you complete, sign and return the proxy card/voting instruction form, we will vote the card/form as you indicated. If you simply sign, date and return the enclosed proxy card/voting instruction form, but do not specify a vote, your proxy will be voted "FOR" the Proposals.

Shareholders of record of the Fund at the close of business on November 18, 2022 are entitled to receive notice of, and to vote at, the Meeting and any adjournments or postponements thereof.

It is important that your interest be voted at the Meeting. You may vote by telephone, Internet or by completing the enclosed proxy card/voting instruction form and returning it in the accompanying envelope as promptly as possible. It is important that your vote be received no later than 11:59 p.m. Eastern Time on December 14, 2022. In addition, any Shareholder who attends the Meeting may vote by ballot at the Meeting.

Shareholders who execute proxies may revoke or change their proxy at any time prior to the time it is exercised at the Meeting by delivering a written notice of revocation to the Fund's proxy solicitor, Broadridge Financial Solutions, Inc. ("Broadridge"), or by delivering a subsequently dated proxy by mail, telephone or the Internet (including during the Meeting). Please send your written notice of revocation to BBR ALO Fund, LLC, c/o Broadridge Financial Solutions, Inc., 51 Mercedes Way, Edgewood, NY 11717. If you deliver a written notice of revocation, your vote will not be counted unless you deliver a subsequently dated proxy by mail, telephone or the Internet. Merely attending the Meeting will not revoke a validly given proxy received before the Meeting; however, voting by ballot at the Meeting will cancel any proxy previously given.

REGARDLESS OF WHETHER YOU PLAN TO PARTICIPATE IN THE MEETING, PLEASE VOTE THROUGH THE INTERNET OR BY TELEPHONE PURSUANT TO THE INSTRUCTIONS ON THE ENCLOSED PROXY CARD/VOTING INSTRUCTION FORM, OR, IF YOU RECEIVE PROXY MATERIALS BY MAIL, PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD/VOTING INSTRUCTION FORM IN THE ACCOMPANYING POSTAGE-PAID ENVELOPE.

YOUR VOTE IS EXTREMELY IMPORTANT. NO MATTER THE SIZE OF YOUR INVESTMENT, PLEASE SEND IN THE PROXY CARD/VOTING INSTRUCTION FORM, OR VOTE BY TELEPHONE OR THE INTERNET TODAY.

Important Notice Regarding the Internet Availability of Proxy Materials for the Meeting. This Notice and the proxy statement are available on the internet at www.proxyvote.com. On this webpage, you will be able to access the Notice, the proxy statement, any accompanying materials and any amendments or supplements to the foregoing material that are required to be furnished to Shareholders. We encourage you to access and review all of the important information contained in the proxy materials before voting.

FOR THE SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON Thursday, December 15, 2022

This proxy statement ("Proxy Statement") is being furnished to you in connection with the solicitation of proxies by the Board of Directors (the "Board") of BBR ALO Fund, LLC (the "Fund") for use at a special meeting of the shareholders ("Shareholders") of the Fund to be held in person on December 15, 2022 at 10:00 a.m. Eastern Time at the offices of BBR Partners, LLC (the "Adviser"), 55 East 52nd Street, 18th Floor, New York, New York 10055 (the "Meeting").

The Proxy Statement provides you with information you should review before voting on the matters listed below and in the Notice of the Special Meeting of Shareholders. Much of the information in this Proxy Statement is required under rules of the U.S. Securities and Exchange Commission ("SEC"). If there is anything you do not understand, please contact the Adviser at (212) 313-9870. Proxy Statement, the Notice of Special Meeting of Shareholders and related proxy card/voting instruction form will be distributed to Shareholders beginning on or about November 28, 2022.

The Meeting is being called to ask Shareholders to consider and vote on the following proposals (collectively, the "Proposals," with each referred to as a "Proposal"), which are described more fully below:

The Board believes that approval of each Proposal is in the best interests of the Fund and its Shareholders, and has unanimously approved, and recommends that you vote "FOR," the Director Election Proposal, "FOR" the Proposed Summit Street Agreement and "FOR" the Proposed Maren Agreement.

Shareholders of record of the Fund as of the close of business on November 18, 2022 (the "Record Date") are entitled to attend and to vote at the Meeting. As of the Record Date, the Fund had 109,510,546.160 shares of limited liability company interests outstanding ("Shares").

TO ASSURE THE PRESENCE OF A QUORUM FOR THE FUND, PLEASE PROMPTLY VOTE THROUGH THE INTERNET OR BY TELEPHONE PURSUANT TO THE INSTRUCTIONS ON THE ENCLOSED PROXY CARD/VOTING INSTRUCTION FORM. ALTERNATIVELY, IF YOU RECEIVE PROXY MATERIALS BY MAIL, PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD/VOTING INSTRUCTION FORM USING THE SELF-ADDRESSED, POSTAGE-PAID ENVELOPE.

Below is a brief overview of the matters to be voted on at the Meeting. Your vote is important, no matter the size of your investment. Please read the full text of this Proxy Statement, which contains additional information about the Proposals, and keep it for future reference.

Mr. Clark currently serves as a Director of the Fund, but has not previously been elected by Shareholders. Information about Mr. Clark, including his age, principal occupations during the past five years, and other information, such as his experience, qualifications, attributes, or skills, is set forth in this Proxy Statement.

In connection with its duties as the investment adviser to the Fund, the Adviser assesses the nature, extent and quality of the services provided by the Fund's subadvisers and evaluates the performance of each subadviser on an ongoing basis. On November 1, 2022, the Adviser provided notice to Vulcan Value Partners, LLC ("Vulcan") of the termination of the subadvisory agreement among the Adviser, the Fund and Vulcan, pursuant to its terms, to be effective after the close of business on December 31, 2022. At a special Board meeting held on November 7, 2022, upon the Adviser's recommendation, the Board, including each Director who is not an "interested person" (as such term is defined in the Investment Company Act of 1940, as amended (the "1940 Act")) of the Fund (the "Independent Directors"), unanimously approved and recommended to Shareholders for their approval (i) the Proposed Summit Street Agreement and (ii) the Proposed Maren Agreement. Pursuant to Section 15 of the 1940 Act, investment advisory agreements (including sub-investment advisory agreements) must be initially approved by a fund's board and a majority of the outstanding voting securities of the fund. Accordingly, you are being asked to approve the Proposed Subadvisory Agreements.

A discussion of the Proposed Subadvisory Agreements is contained in Proposals 2A and 2B of the Proxy Statement, and forms of the Proposed Summit Street Agreement and Proposed Maren Agreement are attached hereto as Appendices A and B, respectively. As discussed in Proposals 2A and 2B, the Adviser and the Board believe that approval of the Proposed Subadvisory Agreements will not result in any changes to the Fund's investment program.

Will the Proposed Subadvisory Agreements result in any changes in the portfolio management, investment objective, or investment strategy of the Fund?

No. The Proposed Subadvisory Agreements will not result in any changes to the Fund's investment objective, strategy, risks or restrictions. The portfolio managers of the portion of the Fund's assets allocated to each of Summit Street and Maren will manage their portion of the Fund's assets subject to ongoing oversight by the Adviser.

Yes, but only due to the anticipated allocation by the Adviser of the Fund's assets among the Subadvisers if the Proposed Subadvisory Agreements are approved by Shareholders.

In consideration of the advisory services provided to the Fund by the Adviser, the Fund pays the Adviser a unitary management fee, as disclosed in the Fund's Confidential Memorandum, as amended and restated or supplemented from time to time. In turn, the Adviser pays substantially all operating expenses of the Fund, except, among other things, the fees payable to the Fund's subadvisers. The unitary fee will not change if the Proposed Subadvisory Agreements are approved by Shareholders.

In consideration of the subadvisory services provided to the Fund by the Fund's subadvisers, the Fund pays a fee, calculated based on the net asset value of the respective allocated portion of the Fund's assets, directly to each subadviser out of the Fund's assets. The Fund currently pays a fee to Vulcan, computed and payable monthly in arrears, at an annual rate assessed on a sliding scale from 0.60% to 0.45%. In consideration of the subadvisory services proposed to be provided to the Fund, the Fund would pay a fee, computed and payable monthly in arrears, calculated based on the net asset value of the respective allocated portion of the Fund's assets, to Maren and Summit Street as follows:

Certain breakpoints are or would be reached as the net asset value of the portion of the Fund's assets allocated to Summit Street, together with all assets of the Adviser's other clients for which Summit Street provides investment management services, increases, thereby reducing the fee rate payable to Summit Street.

If the Proposed Subadvisory Agreements are approved by Shareholders, the Fund will pay the same or a lower fee rate to Summit Street and Maren than it currently pays to Vulcan, as no breakpoints have been attained under the subadvisory agreement with Vulcan:

In light of the foregoing, if the allocation of the Fund's assets among the Subadvisers were to remain unchanged following Shareholder approval of the Proposed Subadvisory Agreements (i.e., if the portion of the Fund's assets allocated to Vulcan were reallocated pro rata to Summit Street and Maren), the aggregate subadvisory fees paid by the Fund, and indirectly by Shareholders as investors in the Fund, would decrease. However, the Adviser anticipates allocating certain additional assets to Maren and Summit Street and, therefore, based on the assets under management of the Fund as of October 1, 2022, the current allocation of the Fund's assets among the Subadvisers and the anticipated allocation of the Fund's assets among the Subadvisers if the Proposed Subadvisory Agreements are approved by Shareholders, the weighted average aggregate fee payable by the Fund to the Subadvisers, calculated at an annual rate, would increase by half a basis point—from 0.423% to 0.428% of the Fund's net assets.

How do the Proposed Subadvisory Agreements differ from the current subadvisory agreements?

The Proposed Subadvisory Agreements will be identical in all material respects to the Fund's current subadvisory agreements with Polen Capital Management, LLC ("Polen"), Quantum Capital Management, LLC and Vulcan (collectively, the "Current Subadvisers"), except for the compensation to be paid to each of Summit Street and Maren, as discussed further in Proposals 2A and 2B. Polen and Quantum will continue to serve as subadvisers to the Fund, and no changes are being proposed to their subadvisory agreements.

Yes. The Fund will bear all costs associated with this Proxy Statement and the Meeting, including proxy solicitation costs, legal fees and the costs of printing and distributing this Proxy Statement.

How does the Board recommend that Shareholders of the Fund vote on the Proposals?

The Board unanimously approved and recommends that you vote "FOR" the Director Election Proposal, "FOR" the Proposed Summit Street Agreement and "FOR" and the Proposed Maren Agreement.

Yes. None of the Proposals are contingent on the other Proposals being approved. Shareholders of the Fund will vote separately on each Proposal. This means that approval of the Director Election Proposal or either of the Proposed Subadvisory Agreements by Shareholders of the Fund is not contingent upon approval of the other Proposals. For example, if Shareholders were to approve the Proposed Summit Street Agreement, but not the Proposed Maren Agreement, Summit Street will commence providing subadvisory services to the Fund pursuant to the Proposed Summit Street Agreement, and vice versa. If either of the Proposed Subadvisory Agreements is not approved, the Board, including the Independent Directors, would consider what additional actions, if any, would be appropriate.

You are receiving this booklet because you were a Shareholder of the Fund as of the Record Date—November 18, 2022. This booklet includes the Proxy Statement. It provides you with information you should review before providing voting instructions on the matters listed above. The words "you" and "Shareholder" are used in this Proxy Statement to refer to the person or entity that has voting rights with respect to the Fund.

The Board has sent a Proxy Statement to you and all other Shareholders of record as of the Record Date. The Board is soliciting your vote for the Proposals discussed herein.

Shareholders holding an investment in the Fund as of the close of business on the Record Date are eligible to vote. Each whole Share shall be entitled to one vote, and each fractional Share shall be entitled to a proportionate fractional vote, as to any matter on which the Shareholder is entitled to vote as of the Record Date.

You may vote by telephone, Internet or by completing the enclosed proxy card/voting instruction form and returning it in the accompanying envelope as promptly as possible. It is important that your vote be received no later than 11:59 p.m. Eastern Time on December 14, 2022. In addition, any Shareholder who attends the Meeting may vote by ballot at the Meeting.

If you do not expect to be present at the Meeting and wish to vote, please complete your proxy in accordance with the instructions included on the enclosed proxy card/voting instruction form. If your proxy/voting instruction form is properly returned, votes represented by it will be voted at the Meeting in accordance with your instructions for the Proposals. If your proxy/voting instruction form is properly executed and returned and no choice is specified on the proxy card/voting instruction form with respect to the Proposals, the proxy will be voted "FOR" the approval of each Proposal and in accordance with the judgment of the person appointed as proxy upon any other matter that may properly come before the Meeting.

Shareholders who execute proxies may revoke or change their proxy at any time prior to the time it is exercised at the Meeting by delivering a written notice of revocation to the Fund's proxy solicitor, Broadridge, or by delivering a subsequently dated proxy by mail, telephone or the Internet (including during the Meeting). Please send your written notice of revocation to BBR ALO Fund, LLC, c/o Broadridge Financial Solutions, Inc., 51 Mercedes Way, Edgewood, NY 11717. If you deliver a written notice of revocation, your vote will not be counted unless you deliver a subsequently dated proxy by mail, telephone or the Internet. Merely attending the Meeting will not revoke a validly given proxy received before the Meeting; however, voting by ballot at the Meeting will cancel any proxy previously given.

Please contact the Adviser at (212) 313-9870 with any questions about the Fund or the Meeting.

Copies of the Fund's Annual Report for the most recently completed fiscal year and the Semi-Annual Report for the most recent semi-annual period succeeding the Annual Report, previously have been distributed or made available to Shareholders. This Proxy Statement should be read in conjunction with each Annual and Semi-Annual Report. You can obtain copies of the Annual Report for the most recently completed fiscal year and the Semi-Annual Report for the most recent semi-annual period succeeding the Annual Report, without charge, by writing to the Fund at 55 East 52nd Street, 18th Floor, New York, New York 10055, or by calling (collect) (212) 313-9870. You should receive the reports within three business days of your request. Copies of these reports are also available free of charge on the SEC's website at www.sec.gov.

At the Meeting, Shareholders of the Fund will be asked to elect Kent A. Clark (the "Director Nominee") to serve as a Director on the Board of the Fund. Mr. Clark currently serves as a Director of the Fund, but has not previously been elected by Shareholders. The Board currently consists of three other Directors, in addition to Mr. Clark, each of whom has been elected by Shareholders: Michael W. Anson, Aaron F. Hood and Steven M. Kass (the "Continuing Directors").

If the Director Nominee is approved, the Board would continue to consist of four Directors. Except for Mr. Anson, each Director is an Independent Director. Mr. Anson is an "interested person" of the Fund because he is affiliated with the Adviser and serves as the Fund's Chief Compliance Officer (the "Interested Director").

At a meeting held on November 7, 2022, the Board, at the recommendation of the Board's Nominating Committee (the "Nominating Committee"), nominated Mr. Clark for election to the Board of the Fund. Mr. Clark was recommended by the current Independent Directors.

The persons named in the accompanying form of proxy intend to vote at the Meeting (unless directed not to vote) "FOR" the election of the Director Nominee set forth below. The Director Nominee has indicated that he will serve on the Board, and the Board has no reason to believe that the Director Nominee will become unavailable to continue to serve as Director. If the Director Nominee is unavailable to serve for any reason, the persons named as proxies will vote for such other Director Nominee nominated by the current Independent Directors. All Shareholders of the Fund will vote for the Director Nominee.

The Director Nominee, Continuing Directors and Fund officers, their years of birth, addresses, positions held, lengths of time served and principal business occupations during the past five years, and the number of portfolios in the Fund Complex overseen and other directorships or trusteeships, if any, held by the Directors, are shown below. Each Director's term of office is indefinite, subject to the terms of the Fund's Amended and Restated Limited Liability Company Agreement (the "LLC Agreement"). Each officer serves an indefinite term at the pleasure of the Board.

The Nominating Committee is responsible for selecting and nominating persons for election as Directors of the Fund. The Nominating Committee reviews, among other things, such persons' business and professional experience, education, skills, judgment, and such other factors as such Committee may consider relevant.

Additional information about the Director Nominee and each Continuing Director follows (supplementing the information provided in the table above) that describes some of the specific experiences, qualifications, attributes or skills that the Director possesses, which the Board believes has prepared them to be effective Board members. The Board believes that the significance of each Director's experience, qualifications, attributes or skills is an individual matter (meaning that experience that is important for one Director may not have the same value for another) and that these factors are best evaluated at the board level, with no single Director, or particular factor, being indicative of board effectiveness. Each Board member believes that collectively the Directors have balanced and diverse experience, skills, attributes and qualifications that allow the Board to operate effectively in governing the Fund and protecting the interests of Shareholders. Among the attributes common to all Directors is their ability to critically review, evaluate, question and discuss information provided to them, and to interact effectively with management, service providers and counsel, in order to exercise effective business judgment in the performance of their duties; each Board member believes that each member satisfies this standard. Experience relevant to having this ability may be achieved through a Director's educational background; business, professional training or practice (e.g., accounting or securities), public service or academic positions; experience from service as a board member or as an executive of investment funds, public companies or significant private or not-for-profit entities or other organizations; and/or other life experiences. The charter for the Nominating Committee contains certain other factors considered by the Nominating Committee in identifying and evaluating potential nominees. The Board and its committees have the ability to engage experts as appropriate. The Board evaluates its performance on an annual basis.

Kent A. Clark. Mr. Clark worked for Goldman, Sachs & Co. for nearly 30 years, holding a variety of positions, including Chief Investment Officer of the Alternative Investments & Manager Selection (AIMS) Group, before retiring as a Partner and Managing Director in 2020. He currently is Vice President of The Society of Quantitative Analysts, a nonprofit organization that focuses on education and communication to support members of the quantitative investment practitioner community. His research has been published in The Journal of Financial and Quantitative Analysis, The Journal of Alternative Investments and Enhanced Indexing. From July 2010 to June 2022, Mr. Clark served as a trustee and member of the investment committee of The Juilliard School. He received a Bachelor of Commerce from The University of Calgary and an M.B.A. from The University of Chicago Graduate School of Business.

Aaron F. Hood. Mr. Hood is a Finance Senior Fellow at the United States Military Academy at West Point. He co-founded Perella Weinberg Partners, an independent global financial services firm, in 2006, and served for over 13 years as a partner and in various senior executive positions, including Head and Co-Head of its Asset Management Division and Chief Financial Officer of the firm. Mr. Hood also was a member of the firm's Executive, Management, Private Investment, Risk and Valuation Committees. Prior to Perella Weinberg Partners, Mr. Hood was a Vice President and Associate in Morgan Stanley's Leveraged Finance Group. Mr. Hood received a B.S. in Theoretical Economics and Political Science from the United States Military Academy at West Point, where he graduated as a Distinguished Cadet, and earned an M.B.A. from Harvard Business School, where he graduated with High Distinction and as a Baker Scholar. Prior to attending business school, Mr. Hood served as a Lieutenant and Captain in the United States Army Corps of Engineers, stationed both in the United States and Europe. Mr. Hood serves on the Board of Directors of Fortress Value Acquisition Corp., as well as Chaplain Camp Christian Charities and Toledo St. Francis de Sales High School.

Steven M. Kass. Since 2012, Mr. Kass has been a Managing Director and Management Consultant of Alignment Partners, a consulting firm. Prior to joining Alignment Partners, Mr. Kass served in various executive capacities for certain financial institutions, including Bankers Trust Company and ITG Inc. Mr. Kass received a B.S. in Accounting from Binghamton University, and earned an M.B.A. from the Kenan-Flagler Business School at the University of North Carolina at Chapel Hill. Mr. Kass is a member of the Board of Directors of the Holocaust Museum and Tolerance Center of Nassau County.

Michael W. Anson. Mr. Anson helped found the Adviser in 2000, and currently serves as Chief Administrative Officer and Chief Compliance Officer of the Adviser. Mr. Anson oversees the firm's operations and specializes in creating systems and processes related to, among other things, data security and compliance. Mr. Anson also is a member of the Adviser's Operating, Investment and Compliance Committees. Prior to joining the Adviser, Mr. Anson was a Manager of Portfolio Administration in the Private Client Group of Global Asset Management ("GAM"). Prior to GAM, he was an Assistant Vice President of Institutional Fixed Income Administration at Sakura Bank Ltd., and was a Section Leader on the Mutual Fund Trading desk at Brown Brothers Harriman & Co. Mr. Anson graduated from the University of Albany with a B.A. in Economics and a minor in Business Administration.

Subject to the requirements of the 1940 Act, the business and affairs of the Fund are managed under the direction of the Board. The Board has the right, power and authority, on behalf of the Fund and in its name, to do all things necessary and proper to carry out its duties under the LLC Agreement. Each Director (whether or not such Director is an Independent Director) is vested with the same powers, authority and responsibilities on behalf of the Fund as are customarily vested in each director of a closed-end management investment company registered under the 1940 Act that is organized under Delaware law. No Director has the authority individually to act on behalf of or to bind the Fund, except within the scope of such Director's authority as delegated by the Board. The Board may delegate the management of the Fund's day-to-day operations to one or more officers or other persons (including, without limitation, the Adviser), subject to the investment objective and policies of the Fund and to the oversight of the Board.

The Directors serve on the Board for terms of indefinite duration, subject to a mandatory retirement age of 75 years old, with exceptions to be made on a case by case basis. A Director's position in that capacity will terminate if such Director is removed, resigns or is subject to various disabling events such as death or incapacity. A Director may resign upon 90 days' prior written notice to the other Directors, subject to waiver of notice, and may be removed either by vote of two-thirds of the Directors not subject to the removal vote or vote of the Shareholders holding not less than two-thirds of the total number of votes eligible to be cast by all Shareholders. In the event of any vacancy in the position of a Director, the remaining Directors may appoint an individual to serve as a Director, so long as immediately after such appointment at least two-thirds of the Directors then serving would have been elected by the Shareholders. The Directors may call a meeting of Shareholders to fill any vacancy in the position of a Director and must do so within 60 days (subject to certain exceptions) after any date on which Directors who were elected by the Shareholders cease to constitute a majority of the Directors then serving. If no Director remains to manage the business of the Fund, the Adviser may manage and control the Fund but must convene a meeting of Shareholders within 60 days for the purpose of either electing new Directors or dissolving the Fund. The Fund is not required to hold annual meetings of Shareholders for the election or re-election of Directors or for any other purpose, and does not intend to do so.

The 1940 Act requires that at least 40% of the Fund's Board members be Independent Directors. To rely on certain exemptive rules under the 1940 Act, a majority of the Fund's Board members must be Independent Directors, and for certain important matters, such as the approval of investment advisory agreements or transactions with affiliates, the 1940 Act or the rules thereunder require the approval of a majority of the Independent Directors. Currently, three of the Fund's four Directors are Independent Directors. Michael W. Anson, an Interested Director, serves as Chairman of the Board, and Independent Directors have been designated to chair the Audit Committee and the Nominating Committee. The appointment of Mr. Anson as Chairman reflects the Independent Directors' belief that: Mr. Anson's experience, familiarity with the day-to-day operations, roles as Chief Compliance Officer of the Fund and the Adviser, and access to individuals with responsibility for the Fund's management and operations will provide the Board with insight into the Fund's business and activities; Mr. Anson's access to administrative support will facilitate the efficient development of meeting agendas that address the Fund business, legal and other needs, and the orderly conduct of meetings; and an interested Chairman has a personal and professional stake in the quality and continuity of services provided by management to the Fund. The Fund's Independent Directors interact directly with senior management of the Adviser at scheduled meetings and between meetings as appropriate, and have determined that they can act independently and effectively without having an Independent Director serve as Chairman of the Board.

The Board has determined that its leadership structure, in which no individual Independent Director has been designated to lead all the Independent Directors, is appropriate in light of the specific characteristics and circumstances of the Fund, including, but not limited to: (i) the services that the Adviser provides to the Fund and potential conflicts of interest that could arise from this relationship; (ii) the extent to which the day-to-day operations of the Fund are conducted by Fund officers and employees of the Adviser; (iii) the Board's oversight role in management of the Fund; and (iv) the Board's size and the cooperative working relationship among the Independent Directors and among all Directors.

During the fiscal year ended March 31, 2022, the Board met four times. The Board has two committees, the Audit Committee and the Nominating Committee. During the fiscal year ended March 31, 2022, no Director attended less than 75% of the aggregate number of meetings of the Board and of each Committee on which the Director served. Although Directors are not required to attend Shareholder meetings, Directors are available to participate at the request of Shareholders.

The only standing committees of the Board established by the Board are the Audit Committee and the Nominating Committee. The respective duties and current memberships of the standing committees are set forth below.

The Audit Committee is comprised of all of the Independent Directors. Mr. Kass currently serves as the Chair of the Audit Committee. The function of the Fund's Audit Committee, pursuant to its adopted written charter, which is attached as Appendix C-1, is: (i) to oversee the Fund's accounting and financial reporting processes, the audits of the Fund's financial statements and the Fund's internal controls over, among other things, financial reporting and disclosure controls and procedures; (ii) to oversee or assist in Board oversight of the integrity of the Fund's financial statements, and the Fund's compliance with legal and regulatory requirements; and (iii) to approve, prior to appointment, the engagement of the Fund's independent registered public accounting firm and review the independent registered public accounting firm's qualifications, independence and performance. At a meeting held on May 17, 2022, the Audit Committee reviewed the Fund's audited financial statements for the fiscal year ended March 31, 2022 with management and discussed with PricewaterhouseCoopers LLP ("PwC"), the Fund's independent registered public accounting firm, the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board ("PCAOB") and the SEC. The Audit Committee has also received the written disclosures and the letter from PwC required by applicable requirements of the PCAOB regarding PwC's communications with the Audit Committee concerning independence, and discussed with PwC its independence. Based on such review and discussions, the Fund's Audit Committee recommended to the Board that the audited financial statements be included in the Fund's Annual Report for the fiscal year ended March 31, 2022 for filing with the SEC. During the fiscal year ended March 31, 2022, the Audit Committee met three times.

The Nominating Committee is comprised of all of the Independent Directors. Mr. Hood currently serves as the Chair of the Nominating Committee. The function of the Nominating Committee, pursuant to its adopted written charter, which is attached as Appendix C-2, is to select and nominate persons for election as Directors of the Fund. The Nominating Committee reviews and considers, as it deems appropriate after taking into account, among other things, the factors listed in its charter, nominations of potential Directors made by Fund management and by Shareholders who have sent to the Fund such nominations, which include all information relating to the recommended nominee that is required to be disclosed in solicitations or proxy statements for the election of Directors, including without limitation the biographical information and the qualifications of the proposed nominees. Nomination submissions must be accompanied by a written consent of the individual to stand for election if nominated by the Board and to serve if elected, and such additional information must be provided regarding the recommended nominee as is reasonably requested by the Nominating Committee. Although the Board has not adopted a formal diversity policy, the Nominating Committee may consider whether a potential nominee's professional experience, education, skills and other individual qualities and attributes, including gender, race or national origin, would provide beneficial diversity of skills, experience or perspective to the Board's membership and collective attributes and each Board member believes that collectively the Directors should have balanced and diverse experience, skills, attributes and qualifications that allow the Board to operate effectively in governing the Fund and protecting the interests of Shareholders. The Nominating Committee meets as is necessary or appropriate. The Nominating Committee did not meet during the fiscal year ended March 31, 2022.

The Board's role in management of the Fund is oversight. As is the case with virtually all investment companies (as distinguished from operating companies), service providers to the Fund, primarily the Adviser, have responsibility for the day-to-day management of the Fund, which includes responsibility for risk management (including management of investment performance and investment risk, valuation risk, issuer and counterparty credit risk, compliance risk and operational risk). As part of its oversight, the Board, acting at its scheduled meetings and between Board meetings, regularly interacts with and receives reports from senior personnel of service providers, including the Adviser's senior managerial and financial officers, the Fund's and the Adviser's Chief Compliance Officer and portfolio management personnel. The Board's Audit Committee, which consists of all of the Fund's Directors who are Independent Directors, meets during its scheduled meetings, and, as appropriate, the chair of the Audit Committee maintains contact with the independent registered public accounting firm and Principal Accounting Officer of the Fund. The Board also receives periodic presentations from senior personnel of the Adviser regarding risk management generally, as well as information regarding specific operational, compliance or investment areas, such as business continuity, valuation and investment research. The Board has adopted policies and procedures designed to address certain risks to the Fund. In addition, the Adviser and other service providers to the Fund, including the Current Subadvisers, have adopted a variety of policies, procedures and controls designed to address particular risks to the Fund. Different processes, procedures and controls are employed with respect to different types of risks. However, it is not possible to eliminate all of the risks applicable to the Fund. The Board also receives reports from counsel to the Fund or the Board's own independent legal counsel regarding regulatory compliance and governance matters.

The Board's oversight role does not make the Board a guarantor of the Fund's investments or activities.

The following table sets forth the dollar range of ownership of equity securities of the Fund by the Director Nominee and the Continuing Directors as of October 31, 2022. No other registered investment companies are overseen by the Directors within the same family of investment companies as the Fund. The Directors are not required to invest in the Fund.

As of November 1, 2022, no Independent Director owned securities beneficially or of record in the Adviser or a person (other than a registered investment company) directly or indirectly controlling, controlled by, or under common control with the Adviser.

The following table sets forth the aggregate compensation paid to the Director Nominee and the Continuing Directors for the fiscal year ended March 31, 2022. Neither Mr. Anson, as the Interested Director, nor any Fund officer receives any compensation from the Fund.

The Independent Directors are paid by the Adviser an annual retainer of $20,000 out of the unitary management fee paid by the Fund to the Adviser. All Directors are reimbursed for their reasonable out-of-pocket expenses. The Directors do not receive any pension or retirement benefits from the Fund.

Shareholders of the Fund will vote to elect the Director Nominee to the Board. Provided a quorum is present, the Director Nominee must receive a plurality of the votes cast at the Meeting to be elected as a Director. Under a plurality voting system, nominees that receive the highest number of votes will be elected, even if they receive approval from less than a majority of the votes cast. Because the Director Nominee is running unopposed, he will be elected even if he were to receive one vote in favor. In the election of directors, votes may be cast in favor of a candidate or withheld. If elected, the Director Nominee will be elected effective immediately.

THE BOARD, INCLUDING THE INDEPENDENT DIRECTORS, UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS OF THE FUND VOTE "FOR" THE ELECTION OF THE DIRECTOR NOMINEE.

PROPOSAL 2A: APPROVAL OF PROPOSED SUBADVISORY AGREEMENT
AMONG THE FUND, THE ADVISER AND SUMMIT STREET

PROPOSAL 2B: APPROVAL OF PROPOSED SUBADVISORY AGREEMENT
AMONG THE FUND, THE ADVISER AND MAREN

At a special Board meeting held on November 7, 2022, upon the Adviser's recommendation, the Board, including the Independent Directors, unanimously approved and recommended to Shareholders for their approval (i) the Proposed Summit Street Agreement and (ii) the Proposed Maren Agreement. Section 15(a) of the 1940 Act provides that "it shall be unlawful for any person to serve or act as an investment adviser of a registered investment company, except pursuant to a written contract, which contract . . . has been approved by the vote of a majority of the outstanding voting securities [as that term is defined by the 1940 Act] of such registered company." Accordingly, in order for Summit Street and Maren to serve as subadvisers to the Fund, each Proposed Subadvisory Agreement also must be approved by Shareholders.

Summit Street, a Delaware limited liability company, has been a registered investment adviser with the SEC since 2009. Summit Street provides investment management services on a discretionary basis to a privately-offered pooled investment vehicles and separately managed accounts, and focuses on identifying and investing in high-quality companies that have strong financial positions, proven records of profitability and sustainable returns on capital. If approved by Shareholders, Summit Street will seek to invest, on behalf of the Fund, primarily in publicly-traded equity securities listed on U.S. exchanges that Summit Street believes to be undervalued, in a manner consistent with the Fund's investment objective and strategies. As of September 2022, Summit Street had approximately $250 million in total assets under management. Summit Street does not advise any other registered funds that have investment objectives similar to those of the Fund.

If approved by Shareholders, Jennifer Wallace will serve as the portfolio manager of the portion of the Fund's assets that will be allocated to Summit Street. Ms. Wallace is the Founding Partner and Chief Investment Officer of Summit Street, and has more than 30 years of investment experience. Prior to founding Summit Street, Ms. Wallace worked with the Robert M. Bass investment groups, where she was manager of Emerald Value Partners and co-manager of Alpine Capital. Before joining the Bass organization, Ms. Wallace was a consultant with McKinsey & Company and an investment banker. Ms. Wallace has a B.A. from Columbia College and earned an M.B.A. from the Columbia University Graduate School of Business (with Beta Gamma Sigma honors). Ms. Wallace serves on the Advisory Board of The Heilbrunn Center for Graham & Dodd Investing at the Columbia Business School.

Appendix D provides the name, address and principal occupation of each principal executive officer and each manager of Summit Street. No officer or Director of the Fund is an officer, employee, manager, general partner or shareholder of Summit Street. No officer or Director of the Fund owns securities or has any other material direct or indirect interest in Summit Street or any other person controlling, controlled by or under common control with Summit Street. Summit Street's principal office is located at 509 Madison Avenue, 19th Floor, New York, New York 10022.

Maren, a Delaware limited liability company, has been a registered investment adviser with the SEC since 2022. Maren seeks long-term growth of capital by focusing on companies that are led by high-integrity managers who possess a proven track record of compounding capital over the long-term. Maren's investment strategy seeks to generate attractive absolute returns by investing in a select number of companies derived from fundamental, in-depth research and a disciplined investment process. If approved by Shareholders, Maren will seek to invest, on behalf of the Fund, in a concentrated portfolio of at least ten companies that meet Maren's investment discipline, in a manner consistent with the Fund's investment objective and strategies. Maren's focus generally will be on identifying businesses within the smaller market capitalization universe which tends to be less efficient, as analyst coverage is more limited. Maren does not advise any other registered funds that have investment objectives similar to those of the Fund.

If approved by Shareholders, Brad Schatz will serve as the portfolio manager of the portion of the Fund's assets that will be allocated to Maren. Mr. Schatz is the Founding Partner and Chief Investment Officer of Maren, and has more than 24 years of investment experience, primarily with concentrated, boutique investment management firms. Prior to founding Maren, Mr. Schatz was a founding partner of Port Capital, where he served as President and the sole portfolio manager of Port's small-cap and multi-cap strategies from Port Capital's inception in 2015 through 2021. At Port Capital, Mr. Schatz was responsible for creating the firm's fundamental, intrinsic value-based and concentrated investment philosophy, developing and implementing the research and due diligence process and managing and directing the research team and trading operations. Previously, he spent over nine years with San Francisco-based Snyder Capital Management, where he served as a portfolio manager for the small-cap, SMID-cap, all-cap and concentrated investment strategies. Mr. Schatz has a B.S. in Finance and B.A. in Psychology from the University of Colorado, Boulder, and earned his MBA from the University of Chicago Booth School of Business.

Appendix E provides the name, address and principal occupation of each principal executive officer and each manager of Maren. No officer or Director of the Fund is an officer, employee, manager, general partner or shareholder of Maren. No officer or Director of the Fund who is not a manager or general partner of the Maren owns securities or has any other material direct or indirect interest in Maren or any other person controlling, controlled by or under common control with Maren. Maren's principal office is located at 401 N. Michigan Ave, Suite 1930, Chicago, IL 60611.

The Proposed Subadvisory Agreements are identical in all material respects to the Fund's current subadvisory agreements with each of the Current Subadvisers, except for the fees to be paid to each of Summit Street and Maren. The terms of the Proposed Subadvisory Agreements are summarized below. Please also review the complete text of the Proposed Summit Street Agreement and Proposed Maren Agreement, forms of which are attached as Appendices A and B, respectively.

In accordance with the power and authority granted to it under the investment advisory agreement between the Fund and the Adviser, the Adviser intends to delegate, in compliance with applicable law and subject to required approvals, to Summit Street and Maren the management of discrete portions of the Fund's assets; provided that, in each case, the Adviser will oversee the services to be provided by the Proposed Subadvisers and their employees. Summit Street and Maren will be responsible for the investment and reinvestment of that portion of the Fund's assets designated by the Adviser from time to time.

Each Proposed Subadvisory Agreement will be terminable, without penalty by the (i) Adviser on not more than 60 days' written notice to the respective subadviser, (ii) Board or by vote of the holders of a majority of the Fund's outstanding voting securities (as defined in the 1940 Act) on not more than 60 days' written notice to the respective subadviser or (iii) respective subadviser on not less than 90 days' written notice to the Fund and the Adviser. Each Subadvisory Agreement also provides that it will terminate automatically in the event of its "assignment" (as defined in the 1940 Act). If approved by Shareholders at the Meeting, after an initial term that will expire on March 31, 2024, each Proposed Subadvisory Agreement will continue in effect from year to year if its continuance is approved annually by either the Board or the vote of a majority of the outstanding voting securities of the Fund, provided that, in either event, the continuance also is approved by a majority of the Independent Directors by vote cast in person, or pursuant to SEC exemptive relief, at a meeting called for the purpose of voting on such approval.

In consideration of the subadvisory services proposed to be provided to the Fund under the Proposed Maren Agreement and Proposed Summit Street Agreement, the Fund would pay a fee, computed and payable monthly in arrears, calculated based on the net asset value of the respective allocated portion of the Fund's assets, to Maren and Summit Street, respectively, as follows: (i) Maren, at an annual rate of 0.55%; and (ii) Summit Street, at an annual rate of 0.60% up to and including $250,000,000, 0.40% on the next $83,333,333 and 0.55% in excess of $333,333,333. For Summit Street, breakpoints would be reached as the net asset value of the portion of the Fund's assets allocated to Summit Street, together with all assets of the Adviser's other clients for which Summit Street provides investment management services, increases, thereby reducing the fee rate payable to Summit Street, subject to the minimum fee. For purposes of determining the subadvisory fees payable to each Proposed Subadviser, "net asset value" would mean the total value of the assets of the Fund allocated to the Proposed Subadviser as of the end of a month or quarter, as the case may be, less a pro rata portion of all accrued debts, liabilities and obligations of the Fund as of such date, and calculated before giving effect to any repurchase of Shares on such date and before any reduction for any fees and expenses of the Fund. The subadvisory fees will be prorated for any partial period based on the number of days in such period. The subadvisory fees will be paid to the Proposed Subadvisers out of the Fund's assets and, therefore, will decrease the net profits or increase the net losses of the Fund. The subadvisory fees are in addition to the asset-based fees, incentive fees or allocations, if applicable, and other expenses charged by the Proposed Subadvisers and indirectly borne by investors.

If the allocation of the Fund's assets among the Subadvisers were to remain unchanged following Shareholder approval of the Proposed Subadvisory Agreements, the aggregate subadvisory fees paid by the Fund, and indirectly by Shareholders as investors in the Fund, would decrease. However, the Adviser anticipates allocating certain additional assets to Maren and Summit Street and, therefore, based on the assets under management of the Fund as of October 1, 2022, the current allocation of the Fund's assets among the Subadvisers and the anticipated allocation of the Fund's assets among the Subadvisers if the Proposed Subadvisory Agreements are approved by Shareholders, the weighted average aggregate fee payable by the Fund to the Subadvisers, calculated at an annual rate, would increase by half a basis point—from 0.423% to 0.428% of the Fund's net assets.

Board Considerations in Approving the Proposed New Investment Advisory Agreements

At a meeting held on November 7, 2022 (the "Special Board Meeting"), the Board, including the Independent Directors, considered and unanimously approved the Proposed Subadvisory Agreements. The Board also determined to recommend that Shareholders of the Fund approve the Proposed Subadvisory Agreements. The Independent Directors reviewed the approval of the Proposed Subadvisory Agreements in executive sessions with Fund counsel at which no representatives of the Adviser were present. In voting its approval of the Proposed Subadvisory Agreements, the Board relied on an order issued by the SEC in response to the impacts of the COVID-19 pandemic that provided temporary relief from the in-person meeting requirements under Section 15 of the 1940 Act.

The Board held the Special Board Meeting for the purposes of considering, among other things, the anticipated impacts of the Proposed Subadvisory Agreements on the Fund and Shareholders and whether it would be in the best interests of the Fund and Shareholders to approve the Proposed Subadvisory Agreements. In advance of the Special Board Meeting, Summit Street and Maren each provided documents and information in response to formal information requests submitted by Fund counsel. Senior management representatives of each Subadviser participated at the Special Board Meeting and addressed various questions raised by the Board. Throughout the process, the Independent Directors were assisted by Fund counsel, who advised them on, among other things, their duties and obligations relating to their consideration of the Proposed Subadvisory Agreements.

The Board's evaluation of the Proposed Subadvisory Agreements reflected the information provided specifically in connection with its review of the Proposed Subadvisory Agreements, as well as, where relevant, information that was previously furnished to the Board at other Board meetings. The Board's evaluation of the Proposed Subadvisory Agreements also reflected the knowledge gained as Directors of the Fund with respect to services provided by the Adviser and the Current Subadvisers.

The Board's approvals and recommendations were based on the Directors' determination, within their business judgment, that it would be in the best interests of the Fund and the Shareholders for the Proposed Subadvisers to provide investment subadvisory services to the Fund.

In determining whether to approve the Proposed Subadvisory Agreements, the Board, including the Independent Directors, considered all factors that it believed to be relevant, including those discussed below. The Board did not identify any one factor as dispositive, and each Board member may have attributed different weights to the factors considered.

(i) The nature, extent and quality of services to be provided by the Proposed Subadvisers: The Board reviewed the services that the Proposed Subadvisers would provide to the Fund, including generally managing the Fund's investments in accordance with the stated policies of the Fund. The Board also discussed the amount of time the Proposed Subadvisers would dedicate to the Fund and the type of transactions that would be effected on behalf of the Fund. The Board also considered the Proposed Subadvisers' investment philosophies and investment processes with respect to, and the investment outlook for, the Fund. In addition, the Board considered the education, background and experience of the Proposed Subadvisers' advisory and other personnel proposing to provide services to the Fund. The Board then considered certain administrative services to be provided by the Proposed Subadvisers to the Fund, including general administrative and compliance services and assistance in meeting certain legal and regulatory requirements. The Board acknowledged the Proposed Subadvisers' engagement of skilled investment professionals, research analysts and administrative, legal and compliance staff members to seek to ensure that a high level of quality in compliance and administrative services would be provided to the Fund. Accordingly, the Board concluded that the quality and scope of services to be offered by the Proposed Subadvisers to the Fund was appropriate and supported approval of the Proposed Subadvisory Agreements.

(ii) Investment performance of the Proposed Subadvisers: Because the Proposed Subadvisers had not yet commenced providing subadvisory services to the Fund, the Board recognized the limitations regarding its ability to evaluate the investment performance of the Proposed Subadvisers in managing a portion of the Fund's assets. The Board, however, reviewed the Proposed Subadvisers' historical performance record in managing separately managed accounts and private investment funds that have investment objectives similar to that of the Fund and investment mandates and strategies similar to those to be employed by the Proposed Subadvisers. The Board also discussed with representatives of the Adviser the investment strategies to be employed by the Proposed Subadvisers in the management of their portions of the Fund's assets. The Board noted the Proposed Subadvisers' reputations and experience with respect to the proposed investment strategies to be employed as respects the portion of the Fund's assets to be allocated to each Proposed Subadviser, the portfolio managers' experience with such investment strategies and the Adviser's experience and reputation in selecting, evaluating and overseeing the Current Subadvisers. Based on its consideration and review of the foregoing information, the Board concluded that these factors supported a decision to approve the Proposed Subadvisory Agreements.

(iii) Fees to be paid to the Proposed Subadvisers: The Board reviewed the fees to be paid by the Fund to the Proposed Subadvisers, and compared the fees to those being charged by the Proposed Subadvisers to other funds and accounts managed by the Proposed Subadvisers that are comparable to the portion of the Fund's assets to be managed by the Proposed Subadvisers in terms of investment strategies and policies and other relevant criteria. The Board noted that the fee rates to be paid by the Fund to each Proposed Subadviser were less than or equal to the standard fee rates charged by each Proposed Subadviser to similar clients. The Board determined that the fees to be paid under the Proposed Subadvisory Agreements did not constitute fees that are so disproportionately large as to bear no reasonable relationship to the services rendered and that could not have been the product of arm's-length bargaining.

(iv) The costs of the services to be provided and the profits to be realized by the Proposed Subadvisers and their affiliates from the relationship with the Fund: The Board considered the fees to be paid to the Proposed Subadvisers, the competitiveness of those fees, which had been negotiated at arm's length between the Adviser and each Proposed Subadviser, and the level of services to be provided by the Proposed Subadvisers. The Board considered the fact that, since the Proposed Subadvisers had not yet commenced providing subadvisory services to the Fund, the Proposed Subadvisers were not yet able to provide the Board with specific information concerning the cost of services to be provided to the Fund and the expected profits to be realized by the Proposed Subadvisers. The Board determined to revisit this issue no later than when it next reviewed the Proposed Subadvisory Agreements following their initial terms.

(v) The extent to which economies of scale would be realized as the Fund grows and whether fee levels would reflect such economies of scale: The Board considered potential or anticipated economies of scale in relation to the services the Proposed Subadvisers would provide to the Fund. The Board noted that the Adviser had negotiated a competitive fee with Maren and breakpoints with Summit Street, which would be reached as the net asset value of the portion of the Fund's assets allocated to Summit Street, together with all assets of the Adviser's other clients for which Summit Street provides investment management services, increases, thereby reducing the fee rate payable by the Fund to Summit Street and benefitting Shareholders. The Board concluded that the fees and breakpoints were appropriate at this time, and that it will have the opportunity to periodically re-examine whether any economies of scale were appropriately reflected in the fees paid by the Fund to the Proposed Subadvisers.

Based on the foregoing and other relevant considerations, the Board, including a majority of the Independent Directors, acting within its business judgment: (i) determined that approval of the Proposed Advisory Agreements was in the best interests of the Fund and Shareholders; (ii) voted to approve the Proposed Subadvisory Agreements; and (iii) voted to recommend approval of the Proposed Subadvisory Agreements by Shareholders of the Fund.

Approval of the Proposed Subadvisory Agreements requires the vote of a "1940 Act majority" of the outstanding voting securities of the Fund. For these purposes and as used herein, a "1940 Act Majority" is the vote of (1) 67% or more of the voting securities of the Fund entitled to vote on Proposals 2A and 2B that are present at the Meeting, if the holders of more than 50% of the outstanding voting securities are present or represented by proxy, or (2) more than 50% of the outstanding voting securities entitled to vote on Proposals 2A and 2B, whichever is less.

THE BOARD, INCLUDING THE INDEPENDENT DIRECTORS, UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS OF THE FUND VOTE "FOR" THE PROPOSED SUMMIT STREET AGREEMENT AND "FOR" THE PROPOSED MAREN AGREEMENT.

The Board does not intend to present any other business at the Meeting. If, however, any other matters are properly brought before the Meeting, the persons named in the accompanying form of proxy card will vote thereon in accordance with their judgment.

The Fund generally is not required to hold annual meetings of Shareholders, and the Fund currently does not intend to hold such meetings unless certain specified Shareholder actions are required to be taken under the 1940 Act or the Fund's LLC Agreement. Any Shareholder who wishes to submit proposals to be considered at a special meeting of the Fund's Shareholders should send such proposals to the Secretary of the Fund at BBR Partners, LLC, 55 East 52nd Street, 18th Floor, New York, New York 10055. Any Shareholder proposal intended to be presented at any future meeting of the Fund's Shareholders must be received by the Fund at its principal office a reasonable time before the solicitation of proxies for such meeting in order for such proposal to be considered for inclusion in the proxy statement relating to such meeting. Moreover, inclusion of any such proposals is subject to limitations under the federal securities laws. Persons named as proxies for any subsequent Shareholders' meeting will vote in their discretion with respect to proposals submitted on an untimely basis.

Shareholders who wish to send communications to the Board or the specific members of the Board should submit the communication in writing to the attention of the Secretary of the Fund, at the address in the preceding paragraph, identifying the correspondence as intended for the Board or a specified member of the Board. The Secretary will maintain a copy of any such communication and will promptly forward it to the Board or the specified member of the Board, as appropriate.

Shareholders of record of the Fund as of the close of business on the Record Date are entitled to vote at the Meeting or any adjournment or postponement thereof. Each whole Share shall be entitled to one vote, and each fractional Share shall be entitled to a proportionate fractional vote, as to any matter on which the Shareholder is entitled to vote as of the Record Date. As of the Record Date, the Fund had 109,510,546.160 Shares outstanding. Shareholders are not entitled to any appraisal rights as the result of any proposal to be considered at the Meeting.

Shareholders who execute proxies may revoke or change their proxy at any time prior to the time it is exercised at the Meeting by delivering a written notice of revocation to the Fund's proxy solicitor, Broadridge, or by delivering a subsequently dated proxy by mail, telephone or the Internet (including during the Meeting). Please send your written notice of revocation to BBR ALO Fund, LLC, c/o Broadridge Financial Solutions, Inc., 51 Mercedes Way, Edgewood, NY 11717. If you deliver a written notice of revocation, your vote will not be counted unless you deliver a subsequently dated proxy by mail, telephone or the Internet. Merely attending the Meeting will not revoke a validly given proxy received before the Meeting.

All properly executed and unrevoked proxies received in time for the Meeting will be voted as instructed by Shareholders. It is important that your vote be received no later than 11:59 p.m. Eastern Time on December 14, 2022. If you execute your proxy but give no voting instructions, your voting securities that are represented by proxies will be voted "FOR" the Proposals and, in accordance with the judgment of the person appointed as proxy upon any other matter that may properly come before the Meeting.

The presence at the Meeting, in person or by proxy, of Shareholders holding one-third of the total number of votes eligible to be cast by all Shareholders as of the Record Date, shall be necessary and sufficient to constitute a quorum for the transaction of business for the Fund.

In the event that a quorum is not present for the Fund, or if there are insufficient votes to approve a Proposal by the time of the Meeting, the proxies or their substitutes may propose that the Meeting be adjourned one or more times to permit further solicitation. In the absence of a quorum, the Meeting may be adjourned by action of a majority of the Shareholders present in person or by proxy without additional notice to Shareholders. The persons named as proxies will vote upon any other business that may properly come before the Meeting, including any adjournment, in accordance with their judgment.

Effect of Abstentions and Broker Non-Votes. Shares represented by a proxy marked to withhold authority to vote for a Director and abstentions will be included in determining the existence of a quorum at the Meeting, but will not constitute a vote in favor of a Proposal. As a result, because they are not votes cast "FOR" a proposal, they will have the effect of a vote "AGAINST" the Proposed Subadvisory Agreements. There are not expected to be any broker non-votes as no voting securities are held by brokers or nominees.

The initial solicitation of proxies will be made by e-mail or mail. Additional solicitations may be made by telephone, e-mail, mail, social media or other personal contact by the Fund's officers or employees or representatives of the Adviser, one of its affiliates or Broadridge, which has been retained to serve as the Fund's proxy solicitor. Broadridge will assist in the solicitation of proxy votes primarily by contacting Shareholders by telephone.

The Fund will bear all costs associated with this Proxy Statement and the Meeting, including proxy solicitation costs, legal fees and the costs of printing and distributing this Proxy Statement. Broadridge's services include proxy consulting, distribution, tabulation and solicitation services. The cost of retaining Broadridge, including printing and distributing costs, is estimated to be approximately $9,000, plus disbursements. Costs will vary depending on the number of solicitations made. The Fund's officers, and those employees and representatives of the Adviser or its affiliates who assist in the proxy solicitation, will not receive any additional or special compensation for any such efforts.

As of the Record Date, no person, to the knowledge of the Fund, beneficially owned more than 5% of the outstanding voting securities of the Fund. As of that date, all of the Directors and officers of the Fund, as a group, beneficially owned less than 1% of the outstanding voting securities of the Fund. In addition, no Director purchased or sold any securities of the Adviser, the Subadvisers, the Proposed Subadvisers or their affiliates during the Fund's past fiscal year.

Adviser. BBR Partners, LLC, located at 55 East 52nd Street, 18th Floor, New York, New York 10055, serves as the investment adviser to the Fund.

Transfer Agent and Administrator. UMB Fund Services, Inc. located at 235 W. Galena Street, Milwaukee, Wisconsin 53212, serves as the transfer agent and administrator for the Fund.

PwC served as the Fund's independent registered public accounting firm to audit the accounts of the Fund for its most recently completed fiscal year. Representatives of PwC are not expected to attend the Meeting.

Copies of the Fund's Annual Report for the most recently completed fiscal year and the Semi-Annual Report for the most recent semi-annual period succeeding the Annual Report previously have been distributed or made available to Shareholders. This Proxy Statement should be read in conjunction with each Annual and Semi-Annual Report. You can obtain copies of the Annual Report for the most recently completed fiscal year and the Semi-Annual Report for the most recent semi-annual period succeeding the Annual Report without charge, by writing to the Fund at 55 East 52nd Street, 18th Floor, New York, New York 10055, or by calling (collect) (212) 313-9870. You should receive the reports within three business days of your request. Copies of these reports are also available free of charge on the SEC's website at www.sec.gov.

To avoid sending duplicate copies of materials to households, the Fund may mail only one copy of this Proxy Statement to Shareholders having the same last name and address on the Fund's records, unless the Fund has received contrary instructions from a Shareholder. The consolidation of these mailings benefits the Fund through reduced mailing expenses. To request a separate copy of the Proxy Statement, or for instructions as to how to request a separate copy of the Proxy Statement or as to how to request a single copy if multiple copies of the Proxy Statement are received, you may write to the Fund at 55 East 52nd Street, 18th Floor, New York, New York 10055, or call (212) 313-9870.

Agreement, made as of November 7, 2022, among BBR ALO Fund, LLC (the "Fund"), an investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act") BBR Partners, LLC, a registered investment adviser (the "Adviser"), and Summit Street Capital Management, LLC, a registered investment adviser (the "Subadviser").

(a)          The Adviser represents that it has the authority to engage subadvisers under the terms and conditions of the investment advisory agreement between the Adviser and the Fund (the "Advisory Agreement"). The Adviser hereby appoints the Subadviser as a subadviser to perform discretionary investment management services for the Fund as provided for herein. The Subadviser shall be responsible for the investment and reinvestment of that portion of the Fund's assets designated by the Adviser from time to time (the "Assets"). The Adviser hereby delegates to the Subadviser all of its powers granted by the Fund in the Advisory Agreement with full authority to buy, sell, or otherwise effect investment transactions involving the Assets in the name of the Fund. Unless otherwise directed by the Adviser, the Subadviser shall be authorized, without prior consultation with the Adviser or the Fund, to buy, sell, and trade in stocks, bonds, mutual funds, and other securities and/or contracts relating to the same, on margin (only if written authorization has been granted) or otherwise, and to give instructions in furtherance of such authority to UMB Bank, N.A., the Fund's custodian, or any successor custodian (the "Custodian"). The authority granted to the Subadviser shall continue in force until this Agreement is terminated in accordance with Paragraph 9 hereof.

(b)          The Adviser shall provide the Fund's offering memorandum, as amended, supplemented and/or restated from time to time (the "Memorandum") prior to the Subadviser's obligation to commence management of the Assets. The Adviser shall immediately notify the Subadviser, in writing, if information previously provided in the Memorandum has changed relative to the Fund's investment objective, policies, strategies or restrictions. The Subadviser shall manage the Assets in accordance with: (i) the Fund's investment objective, policies, strategies and restrictions as described in the Memorandum; (ii) applicable procedures or policies adopted or approved by the Adviser or the Fund's Board of Directors (the "Board") with respect to the Fund as from time to time in effect and furnished in writing to the Subadviser; and (iii) the requirements applicable to registered investment companies under applicable laws, including without limitation the 1940 Act and the rules and regulations thereunder, and the Internal Revenue Code of 1986, as amended, and the rules and regulations thereunder applicable to qualification as a "regulated investment company." The Subadviser shall not be required to verify any information and/or directions obtained from the Adviser and is expressly authorized to rely thereon.

(c)          The Adviser acknowledges and understands that the service to be provided by the Subadviser under this Agreement is specifically limited to the management of the Assets and does not include financial planning or any other related or unrelated services as respects other clients of the Adviser. The Adviser shall furnish the Subadviser with copies of the Memorandum and shareholder reports, and the Subadviser will be provided the opportunity to review and approve any description of the Subadviser and its investment process set forth therein.

(a)          The Subadviser's fees for investment management services provided under this Agreement shall be in accordance with the fee schedule annexed hereto and made a part hereof as Schedule "A". No increase in the Subadviser's fees shall be effective without prior written notification to, and acceptance by, the Adviser and shareholders of the Fund, as required by applicable law.

(b)          The Subadviser will bear all expenses in connection with the performance of its services under this Agreement. All other expenses to be incurred in the operation of the Fund (other than those borne by the Adviser) will be borne by the Fund, except to the extent specifically assumed by the Subadviser.

The Assets shall be held by the Custodian. The Subadviser is authorized to give instructions to the Custodian with respect to all investment decisions regarding the Assets, and the Custodian is authorized and directed to effect transactions for the Fund and otherwise take such actions as the Subadviser shall reasonably direct in connection with the performance of the Subadviser's obligations in respect of the Assets.

(a)          The Subadviser may manage other portfolios and expects that the Fund and other portfolios it manages will, from time to time, purchase or sell the same securities. The Subadviser may aggregate orders for the purchase or sale of securities on behalf of the Fund with orders on behalf of other portfolios the Subadviser manages. Securities purchased or proceeds of securities sold through aggregated orders are allocated to the account of each portfolio managed by the Subadviser that bought or sold such securities at the average execution price. If less than the total of the aggregated orders is executed, purchased securities or proceeds will generally be allocated pro rata among the participating portfolios in proportion to their planned participation in the aggregated orders.

(b)          The Subadviser is authorized to allocate purchase and sale orders for portfolio securities to brokers and dealers that are affiliated with the Subadviser, the Adviser or any other subadviser to the Fund, if the Subadviser believes that the quality of the transaction and the commission are comparable to what they would be with other qualified firms, and provided that the transactions are consistent with the Fund's Rule 17e-1 procedures, if applicable. In no instance may portfolio securities be purchased from or sold to the Subadviser, the Adviser or any other subadviser to the Fund or any person affiliated with the Subadviser, the Adviser any other subadviser to the Fund or the Fund, except in accordance with the applicable securities laws and the rules and regulations thereunder, including Rules 17a-7 and 17a-10 under the 1940 Act, and any exemptive order then currently in effect. To comply with the foregoing, each of the Adviser and the Subadviser shall provide the other party with a list of each affiliated person (and any affiliated person of such an affiliated person) of the Adviser or the Subadviser, as the case may be, and each of the Adviser and the Subadviser agrees promptly to update such list whenever the Adviser or the Subadviser becomes aware of any changes that should be added to or deleted from the list of affiliated persons. In addition, the Adviser will specifically identify in writing (i) any publicly-traded companies in which the Fund may not invest, together with ticker symbols for all such companies, and (ii) any affiliated brokers and any restrictions that apply to the use of those brokers by the Fund.

The Adviser acknowledges that the Subadviser does not guarantee the future performance of the Fund or any specific level of performance, nor the success of the Subadviser's overall management of the Fund.

(a)          The Adviser will be responsible for forwarding directions, notices and instructions to the Subadviser, which shall be effective upon receipt by the Subadviser. The Subadviser shall be fully protected in relying upon any such direction, notice, or instruction until it has been duly advised in writing of changes therein.

(b)          The Subadviser shall be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Adviser or the Fund in any way or otherwise be deemed an agent of the Adviser or the Fund, and nothing in this Agreement shall be construed as making the Adviser or the Fund a partner or co-venturer with the Subadviser or any of its affiliates. The Subadviser shall be responsible for managing any collateral and margin requirements associated with investments made for the Assets.

(a)          The Subadviser, or a third-party designee acting under the authority and supervision of the Subadviser, shall be responsible for directing the manner in which proxies solicited by issuers of securities beneficially owned by the Fund, in relation to the Assets, shall be voted. The Adviser shall cause the Custodian to forward promptly to the Subadviser all proxies and related shareholder communications upon receipt, so as to afford the Subadviser a reasonable amount of time in which to determine how to vote such proxies. The Subadviser agrees to provide the Adviser in a timely manner with a record of votes cast containing all of the voting information required by Form N-PX in an electronic format to enable the Fund to file Form N-PX as required by Rule 30b1-4 under the 1940 Act.

(b)          The Subadviser shall be responsible for making all elections relative to any mergers, acquisitions, tender offers, bankruptcy proceedings or other corporate actions pertaining to the Assets, unless the Adviser or the Fund otherwise specifically directs in writing. The Subadviser shall have no responsibility with respect to the collection of income, physical acquisition or the safekeeping of the Assets. The Subadviser shall have no obligation to initiate any legal proceeding (including, without limitation, class actions and bankruptcies) with respect to the securities constituting the Assets and shall not file proofs of claims relating to the Assets.

(a)          The Subadviser shall keep the Fund and the Adviser informed of developments relating to its duties as the Subadviser of which the Subadviser has, or should have, knowledge that would materially affect the management of the Assets. In this regard, the Subadviser shall provide the Fund, the Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Fund and the Adviser may from time to time reasonably request. In addition, the Subadviser shall provide the Fund, no less frequently than quarterly, with periodic investment reports in such form as may be mutually agreed upon by the Subadviser and the Adviser.

(b)          The Subadviser shall provide the Adviser with any information reasonably requested by the Adviser regarding its management of the Assets required for the Memorandum, reports to the Fund's shareholders or filings with the Securities and Exchange Commission (the "SEC"). Upon reasonable request, the Subadviser will make available relevant officers and employees to meet with the Board and/or the Adviser to review the Assets.

(a)          This Agreement will become effective on January 1, 2023, provided that this Agreement will not take effect unless it has first been approved (i) by a vote of a majority of those Board members who are not parties to this Agreement or "interested persons" (as defined in the 1940 Act) of any party to this Agreement (the "Independent Directors"), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the outstanding voting securities of the Fund (as defined in the 1940 Act). Unless sooner terminated as provided herein, this Agreement shall continue in effect for an initial period ending on March 31, 2024. Thereafter, if not terminated, this Agreement shall continue automatically for successive one-year periods, provided that such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Directors, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by the Board or by vote of a majority of the outstanding voting securities of the Fund (as defined in the 1940 Act).

(b)          This Agreement is terminable without penalty by the (i) Adviser on not more than 60 days' written notice to the Subadviser, (ii) Board or by vote of the holders of a majority of the Fund's outstanding voting securities (as defined in the 1940 Act) on not more than 60 days' written notice to the Subadviser or (iii) Subadviser on not less than 90 days' written notice to the Fund and the Adviser. This Agreement also will terminate automatically in the event of its assignment (as defined in the 1940 Act or the Investment Advisers Act of 1940, as amended (the "Advisers Act")) and the Subadviser shall be notified by the Fund and the Adviser, or the Subadviser shall notify the Fund and the Adviser, as applicable, as soon as reasonably practicable and as permissible under applicable law or this Agreement before any such assignment occurs. In addition, notwithstanding anything herein to the contrary, if the Advisory Agreement terminates for any reason, this Agreement shall terminate effective upon the date the Advisory Agreement terminates.

(c)          Termination of this Agreement and/or the services of the Subadviser will not affect: (i) the validity of any action previously taken by the Subadviser under this Agreement; (ii) liabilities or obligations of the parties for transactions initiated before termination of this Agreement; or (iii) the Fund's obligation to pay fees to the Subadviser in accordance with this Agreement.

(a)          The Subadviser, its officers, employees, and agents, may have or take the same or similar positions in specific investments for their own accounts, or for the accounts of other clients, as the Subadviser does for the Assets. The Adviser expressly acknowledges and understands that the Subadviser shall be free to render investment advice to others and that the Subadviser does not make its investment management services available exclusively to the Adviser or the Fund. Nothing in this Agreement shall impose upon the Subadviser any obligation to purchase or sell, or to recommend for purchase or sale, for the Fund any security which the Subadviser, its principals, affiliates or employees, may purchase or sell for their own accounts or for the account of any other client, if in the reasonable opinion of the Subadviser such investment would be unsuitable for the Fund or if the Subadviser determines in the best interest of the Fund such purchase or sale would be impractical.

(b)          It is understood that: (i) the Subadviser shall be prohibited from consulting with any other subadviser to the Fund (including, in the case of an offering of securities subject to Section 10(f) of the 1940 Act, any subadviser that is a principal underwriter or an affiliated person of a principal underwriter of such offering) concerning transactions for the Fund in securities or other assets, except, in the case of transactions involving securities of persons engaged in securities-related businesses, for purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act; and (ii) the Subadviser's responsibility regarding investment advice hereunder is limited to the Assets.

Subject to the conditions and exceptions noted below, and to the extent not inconsistent with applicable law, in the event of any dispute pertaining to this Agreement, the parties to this Agreement agree to submit the dispute to arbitration in accordance with the auspices and rules of the American Arbitration Association ("AAA"), provided that the AAA accepts jurisdiction. Each party hereto understands that such arbitration shall be final and binding, and that by agreeing to arbitration, each party is waiving its respective rights to seek remedies in court, including the right to a jury trial.

The Adviser shall be responsible for providing to the Fund initially and annually thereafter a copy (or at times, an annual letter offering to deliver a copy) of the written Disclosure Statement of the Subadviser as currently set forth on Parts 2A & 2B of Form ADV (Uniform Application for Investment Adviser Registration), along with a copy of the Subadviser's Privacy Policy. The Subadviser warrants and represents to immediately forward to the Adviser all required amendments to its Disclosure Statement.

The Adviser agrees to defend, indemnify and hold harmless the Subadviser, its officers, directors, members, employees and/or agents from any and all claims, losses, damages, liabilities, costs and/or expenses directly resulting from the Adviser's violation of any of the terms of this Agreement, or from any action or omission of the Adviser involving the gross negligence, fraud, willful misfeasance or bad faith of the Adviser, or by reason of the Adviser's reckless disregard of its obligations and duties under this Agreement. Notwithstanding the foregoing, in the event of any claims, losses, damages, liabilities, costs and/or expenses directly resulting from the Subadviser's violation of any of the terms of this Agreement, or any action and/or omission of the Subadviser which (i) are relative to the services performed or to have been performed by the Subadviser pursuant to this Agreement and (ii) result from the Subadviser's own gross negligence, fraud, willful misfeasance or bad faith, or by reason of the Subadviser's reckless disregard of its obligations and duties under this Agreement, the Subadviser shall defend, indemnify and hold harmless the Adviser and the Fund, and their respective officers, directors, members, employees and/or agents. The Adviser and the Subadviser's obligations under this paragraph shall survive the termination of this Agreement.

The Adviser and the Subadviser hereby warrant and represent that they are each registered investment advisers in good standing, that their respective regulatory filings are current and accurately reflect their advisory operations, and that they are in compliance with applicable state and federal rules and regulations pertaining to registered investment advisers. In addition, the Adviser and Subadviser warrant and represent that neither is (nor any of their respective associated persons are) subject to any statutory disqualifications set forth in Sections 203(e) and 203(f) of the Advisers Act, nor are they currently the subject of any investigation or proceeding which could result in statutory disqualification. The Adviser and the Subadviser acknowledge that their respective obligations to advise the other with respect to these representations shall be continuing and ongoing, and should any representation change for any reason, each warrants to advise the other immediately, together with providing the corresponding pertinent facts and circumstances. In addition, the Subadviser shall promptly notify the Adviser of the naming of the Subadviser or its affiliates or principal(s) as a defendant in any criminal, civil, administrative, or enforcement action.

The Adviser and the Subadviser each agree to comply with applicable laws, rules and regulations, including the Advisers Act and the 1940 Act. The Subadviser promptly will notify the Fund's Chief Compliance Officer ("CCO"): (i) in the event the SEC or other governmental or regulatory authority has censured the Subadviser, placed limitations upon the Subadviser's activities, functions or operations, suspended or revoked the Subadviser's registration as an investment adviser, or has commenced proceedings or an investigation that may result in any of these actions; or (ii) upon becoming aware of any material fact relating to the Subadviser that is not contained in the Memorandum, and is required to be stated therein or necessary to make the statements therein not misleading, or of any statement contained therein that becomes untrue in any material respect. Upon request, and in accordance with the scope of the Subadviser's obligations and responsibilities contained in this Agreement, the Subadviser will provide reasonable assistance to the Fund in connection with the Fund's compliance with applicable provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations thereunder, and Rule 38a-1 under the 1940 Act. Such assistance shall include, but not be limited to: (i) providing the Fund's CCO upon request with copies of the Subadviser's compliance policies and procedures; (ii) certifying periodically, upon the request of the Fund's CCO, that the Subadviser is in compliance with all applicable "federal securities laws," as required by Rule 38a-1 under the 1940 Act and Rule 206(4)-7 under the Advisers Act; (iii) facilitating and cooperating with the Fund's CCO to evaluate the effectiveness of the Subadviser's compliance controls; (iv) providing the Fund's CCO with direct access to the Subadviser's compliance personnel; (v) providing the Fund's CCO with periodic reports; and (vi) promptly providing the Fund's CCO with special reports in the event of material compliance violations. Upon request, the Subadviser will provide certifications to the Fund, in a form satisfactory to the Fund, to be relied upon by the Fund's officers certifying the Fund's periodic reports on Form N-CSR pursuant to Rule 30a-2 under the 1940 Act.

The Adviser, on behalf of the Fund, has claimed or intends to claim an exclusion for the Fund from the definition of a Commodity Pool Operator pursuant to Commodity Futures Trading Commission Rule 4.5. The Subadviser shall not manage the Assets in a manner that would cause the Fund not to qualify for such exclusion until otherwise approved by the Adviser in writing.

The Subadviser shall be obligated to comply with all of the following with respect to its services under this Agreement:

(a)          Its fiduciary duty to obtain "best execution" relative to all transactions for the Fund. Consistent with this obligation and in accordance with applicable securities laws, the Subadviser in its discretion, may purchase and sell portfolio securities from and to brokers and dealers who provide the Subadviser with research, analysis, advice and similar services. The Subadviser may pay to brokers and dealers, in return for such research and analysis, a higher commission than may be charged by other brokers and dealers, subject to the Subadviser's good faith determination that such commission is reasonable in terms either of the particular transaction or of the Subadviser's overall responsibility to the Fund and the Subadviser's other clients and that the total commissions paid by the Fund will be reasonable in relation to the benefits to the Fund over the long term and, if applicable, subject to compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended. Such authorization is subject to termination at any time by the Board for any reason.

(b)          With respect to trading errors committed by the Subadviser that impact the Fund, the Subadviser will immediately inform the Adviser and within a reasonable period of time provide the Adviser with written documentation of the events that led to the trading error and the corrective measures taken by the Subadviser.

(c)          Make all quarterly report filings on Form 13F as required pursuant to Section 13(f) of the Securities Exchange Act of 1934, as amended.

(d)          The Subadviser agrees to monitor the Assets and to notify the Adviser on any day that the Subadviser determines that a significant event has occurred with respect to one or more securities constituting the Assets that would materially affect the value of such securities (provided that the Subadviser shall not be responsible for providing information based on valuations provided by third party services which value securities based upon changes in one or more broad-based indices). At the request of the Adviser or the Board, you agree to provide additional reasonable assistance to the Adviser, the Board and the Fund's pricing agents in valuing the Assets, including in connection with fair value pricing of the Assets.

The Subadviser acknowledges the Adviser's proprietary interest in its client relationships. The Subadviser, its officers, directors, members, employees and/or agents (collectively, for purposes of this Paragraph, the "Subadviser") shall not, either directly or indirectly, for itself or for the benefit of any other investment or financial services firm or professional (i.e., registered investment adviser, broker-dealer, bank, trust company, insurance agency, etc.), during the term of this Agreement and for a period of twenty-four (24) months thereafter, solicit to render, nor render, investment management, financial planning, insurance, or any other investment advisory or related consulting or advisory services to/from any of the Adviser's clients which became known to the Subadviser in connection with this Agreement, without the express prior written consent of the Adviser. The Subadviser acknowledges and understands that its violation of this section will result in irreparable harm to the Adviser and that an award of money damages, alone, will not be adequate to remedy such harm. Consequently, in the event that the Subadviser violates or threatens to violate this restriction, the Adviser, in addition to any other rights and remedies provided under law, shall be entitled to both: (a) a preliminary or permanent injunction in order to prevent the continuation of such harm; and (b) money damages, insofar as they can be reasonably determined, including, without limitation, all reasonable attorneys' fees and costs incurred by the Adviser in enforcing this restriction. In the event that any officer, director, member, employee, representative or agent of the Subadviser violates, or threatens to violate, any of the above representations, covenants and/or restrictions, the Subadviser agrees to reasonably cooperate and assist the Adviser's prosecution of any such violations on behalf of the Adviser, and accepts all corresponding financial responsibility for monetary damages and/or costs caused by any such actual or threatened violation. Notwithstanding the foregoing, the restrictive covenant set forth in this Paragraph 17 shall not prohibit a former Adviser client from receiving investment advisory services from the Subadviser at the behest of such former Adviser client's new investment adviser.

The Subadviser will maintain all required books and records with respect to the securities transactions of the Assets in accordance with all applicable laws, and in compliance with the requirements of the rules under Section 31 of the 1940 Act, and will furnish the Board and the Adviser with such periodic and special reports as the Board or the Adviser reasonably may request. The Subadviser hereby agrees that all records which it maintains for the Fund or the Adviser are the property of the Fund or the Adviser, and agrees to preserve for the periods prescribed by applicable law any records which it maintains for the Fund or the Adviser and which are required to be maintained. The Subadviser further agrees to surrender promptly to the Fund or the Adviser any records which it maintains for the Fund or the Adviser upon request by the Fund or the Adviser, provided that the Subadviser shall have reasonable opportunity to create and maintain copies of applicable records.

Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms or provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction.

(a)          The Subadviser shall regard as confidential all information furnished to it by the Adviser concerning the Assets, the Fund and the Adviser (collectively, "Confidential Information") and shall not disclose Confidential Information to any third party, other than (i) the Adviser, (ii) the Fund, (iii) service providers employed by the Subadviser or the Fund, including in connection with the management, custody, brokerage and administration of the Assets, provided that the Subadviser shall be liable for any breach of this Agreement by such service providers retained by the Subadviser, (iv) as required by law or legal process or (v) in any proceeding between the Adviser and the Subadviser.

(b)          The Adviser will treat as confidential all non-public information and advice furnished to it by the Subadviser and will not disclose such non-public information to third parties except (i) the Subadviser, (ii) the Fund, (iii) service providers employed by the Adviser or the Fund, (iv) as required by law or legal process or (v) in any proceeding between the Adviser and the Subadviser.

(c)          The Adviser and the Subadviser acknowledge prior receipt of the other's Privacy Notice and Policy. The Adviser and the Subadviser agree to safeguard all information pertaining to the Fund and the Assets in accordance with the Subadviser's Privacy Policy and consistent with the requirements of applicable state and federal privacy statutes pertaining to registered investment advisers, including providing a privacy notice to the Fund and maintaining a corresponding privacy policy to be followed by individuals and/or affiliated entities that may have access to information pertaining to the Fund or the Assets. The Adviser shall provide a copy of the Subadviser's Privacy Notice to the Fund.

(d)          The Subadviser shall implement and maintain (and require any of its agents and affiliates that have access to Confidential Information to maintain) commercially reasonable and appropriate administrative, technical, physical and organizational safeguards designed to: (i) ensure the security and confidentiality of the Confidential Information; (ii) protect against any anticipated threats or hazards to the security or integrity of the Confidential Information; and (iii) protect against unauthorized or unlawful access to or use of the Confidential Information and against accidental loss or destruction of, or damage to, Confidential Information. The Subadviser shall promptly notify the Adviser of any unauthorized access to any Confidential Information and of any other breaches of security. The Subadviser shall reasonably cooperate with the Adviser to ensure that the Adviser is not negatively affected by any such occurrences or to mitigate the effects of same on the Adviser. The Subadviser will review and test such safeguards on no less than an annual basis and shall promptly provide all information related to the Subadviser's security policies and procedures reasonably requested by the Adviser from time to time.

(e)          The terms of this paragraph shall survive the termination of this Agreement.

Any notice or other communication required to be given pursuant to this Agreement shall be deemed duly given if delivered or mailed by registered mail, postage prepaid: (1) to the Adviser or the Fund c/o the Adviser at BBR Partners, LLC, 55 East 52nd Street, 18th Floor, New York, New York 10055, Attention: General Counsel; or (2) to the Subadviser at Summit Street Capital Management, LLC, 509 Madison Avenue, Suite 1914, New York, New York 10022, Attention: General Counsel.

To the extent not inconsistent with applicable law, including, but not limited to, the 1940 Act and the Advisers Act, this Agreement shall be governed by and construed in accordance with the laws of the State of New York. In addition, to the extent not inconsistent with applicable law, the venue (i.e. location) for the resolution of any dispute or controversy between the Subadviser and the Adviser shall be the City of New York, State of New York.

Each of the parties hereto acknowledge that it has all requisite legal authority to execute this Agreement, and, with respect to the Fund and the Adviser, that there are no encumbrances on the Assets. Each of the parties hereto correspondingly agrees to immediately notify the other parties, in writing, in the event that these representations should change.

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute a single instrument. A facsimile signature (or signature delivered by other similar electronic means, e.g., PDF) of any party to this Agreement shall constitute the valid and binding execution hereof by such party.

IN WITNESS WHEREOF, the Fund, the Adviser and the Subadviser have each executed this Agreement on the day, month and year first above written.

The Subadviser's annual fee for investment management services provided under this Agreement shall be based upon a percentage (%) of the net asset value of the Assets in accordance with the fee schedule in this Schedule "A". For the purpose of determining fees payable to the Subadviser, the value of the Assets shall be computed in the manner specified in the Memorandum for the computation of the value of the Fund's net assets. This annual fee shall be prorated and paid monthly, in arrears, based upon the market value of the Assets on the last business day of the previous month. Any fee for any partial period upon commencement or termination of this Agreement (a "Billing Period") will be pro-rated according to the portion of the Billing Period to which it relates. If (i) material additional assets are allocated to the Subadviser by the Adviser, or (ii) a material amount of Assets are withdrawn by the Adviser, during a Billing Period (as determined by the Subadviser in concert with the Adviser), a pro-rated fee will be charged or refunded on such assets based on the number of days the Assets are managed by the Subadviser during the Billing Period. No increase in the Subadviser's fees shall be effective without prior written notification to, and acceptance by, the Adviser and shareholders of the Fund, as required by applicable law. The Fund authorizes the Custodian to charge it the amount of the Subadviser's fee and, to the extent feasible, to have the Subadviser deduct the fee directly from the Fund in compliance with regulatory procedures.

The Subadviser shall notify the Adviser of the fee promptly after the end of the relevant billing period and the Adviser shall have five (5) business days thereafter to review the fee prior to the collection of the fee by the Subadviser.

The Assets and all assets of the Adviser's other clients for which the Subadviser provides investment management services (under this Agreement or any other agreement) shall be aggregated for purposes of determining the applicable fee rate above.

Agreement, made as of November 7, 2022, among BBR ALO Fund, LLC (the "Fund"), an investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act") BBR Partners, LLC, a registered investment adviser (the "Adviser"), and Maren Capital LLC, a registered investment adviser (the "Subadviser").

(c)          The Subadviser's fees for investment management services provided under this Agreement shall be in accordance with the fee schedule annexed hereto and made a part hereof as Schedule "A". No increase in the Subadviser's fees shall be effective without prior written notification to, and acceptance by, the Adviser and shareholders of the Fund, as required by applicable law.

(d)          The Subadviser will bear all expenses in connection with the performance of its services under this Agreement. All other expenses to be incurred in the operation of the Fund (other than those borne by the Adviser) will be borne by the Fund, except to the extent specifically assumed by the Subadviser.

(c)          The Adviser will be responsible for forwarding directions, notices and instructions to the Subadviser, which shall be effective upon receipt by the Subadviser. The Subadviser shall be fully protected in relying upon any such direction, notice, or instruction until it has been duly advised in writing of changes therein.

(d)          The Subadviser shall be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Adviser or the Fund in any way or otherwise be deemed an agent of the Adviser or the Fund, and nothing in this Agreement shall be construed as making the Adviser or the Fund a partner or co-venturer with the Subadviser or any of its affiliates. The Subadviser shall be responsible for managing any collateral and margin requirements associated with investments made for the Assets.

(c)          The Subadviser, or a third-party designee acting under the authority and supervision of the Subadviser, shall be responsible for directing the manner in which proxies solicited by issuers of securities beneficially owned by the Fund, in relation to the Assets, shall be voted. The Adviser shall cause the Custodian to forward promptly to the Subadviser all proxies and related shareholder communications upon receipt, so as to afford the Subadviser a reasonable amount of time in which to determine how to vote such proxies. The Subadviser agrees to provide the Adviser in a timely manner with a record of votes cast containing all of the voting information required by Form N-PX in an electronic format to enable the Fund to file Form N-PX as required by Rule 30b1-4 under the 1940 Act.

(d)          The Subadviser shall be responsible for making all elections relative to any mergers, acquisitions, tender offers, bankruptcy proceedings or other corporate actions pertaining to the Assets, unless the Adviser or the Fund otherwise specifically directs in writing. The Subadviser shall have no responsibility with respect to the collection of income, physical acquisition or the safekeeping of the Assets. The Subadviser shall have no obligation to initiate any legal proceeding (including, without limitation, class actions and bankruptcies) with respect to the securities constituting the Assets and shall not file proofs of claims relating to the Assets.

(c)          The Subadviser shall keep the Fund and the Adviser informed of developments relating to its duties as the Subadviser of which the Subadviser has, or should have, knowledge that would materially affect the management of the Assets. In this regard, the Subadviser shall provide the Fund, the Adviser and their respective officers with such periodic reports concerning the obligations the Subadviser has assumed under this Agreement as the Fund and the Adviser may from time to time reasonably request. In addition, the Subadviser shall provide the Fund, no less frequently than quarterly, with periodic investment reports in such form as may be mutually agreed upon by the Subadviser and the Adviser.

(d)          The Subadviser shall provide the Adviser with any information reasonably requested by the Adviser regarding its management of the Assets required for the Memorandum, reports to the Fund's shareholders or filings with the Securities and Exchange Commission (the "SEC"). Upon reasonable request, the Subadviser will make available relevant officers and employees to meet with the Board and/or the Adviser to review the Assets.

(c)          The Subadviser, its officers, employees, and agents, may have or take the same or similar positions in specific investments for their own accounts, or for the accounts of other clients, as the Subadviser does for the Assets. The Adviser expressly acknowledges and understands that the Subadviser shall be free to render investment advice to others and that the Subadviser does not make its investment management services available exclusively to the Adviser or the Fund. Nothing in this Agreement shall impose upon the Subadviser any obligation to purchase or sell, or to recommend for purchase or sale, for the Fund any security which the Subadviser, its principals, affiliates or employees, may purchase or sell for their own accounts or for the account of any other client, if in the reasonable opinion of the Subadviser such investment would be unsuitable for the Fund or if the Subadviser determines in the best interest of the Fund such purchase or sale would be impractical.

(d)          It is understood that: (i) the Subadviser shall be prohibited from consulting with any other subadviser to the Fund (including, in the case of an offering of securities subject to Section 10(f) of the 1940 Act, any subadviser that is a principal underwriter or an affiliated person of a principal underwriter of such offering) concerning transactions for the Fund in securities or other assets, except, in the case of transactions involving securities of persons engaged in securities-related businesses, for purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the 1940 Act; and (ii) the Subadviser's responsibility regarding investment advice hereunder is limited to the Assets.

The Subadviser shall be obligated to comply with all of the following with respect to its services under this Agreement:

(c)          Make all quarterly report filings on Form 13F as required pursuant to Section 13(f) of the Securities Exchange Act of 1934, as amended.

(e)          The terms of this paragraph shall survive the termination of this Agreement.

Any notice or other communication required to be given pursuant to this Agreement shall be deemed duly given if delivered or mailed by registered mail, postage prepaid: (1) to the Adviser or the Fund c/o the Adviser at BBR Partners, LLC, 55 East 52nd Street, 18th Floor, New York, New York 10055, Attention: General Counsel; or (2) to the Subadviser at Maren Capital LLC, 401 N. Michigan Avenue, Suite 1930, Chicago, Illinois 60611, Attention: General Counsel.

IN WITNESS WHEREOF, the Fund, the Adviser and the Subadviser have each executed this Agreement on the day, month and year first above written.

The Audit Committee shall be composed solely of members of the Board of Directors (the "Board") who are not "interested persons" of the Fund as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the "1940 Act"). The Board may replace members of the Audit Committee for any reason.

No member of the Audit Committee shall be an "interested person" of the Fund, as that term is defined in Section 2(a)(19) of the 1940 Act, nor shall any member have accepted directly or indirectly any consulting, advisory or other compensatory fee from the Fund, other than fees service as a member of the Board or a committee of the Board.

The Board must annually determine whether any member of the Audit Committee is an "audit committee financial expert" ("ACFE"), within the meaning of the rules adopted and implemented under Section 407 of the Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley").

(a)          oversee the accounting and financial reporting processes of the Fund and the audits of the Fund's financial statements; and

(b)          assist Board oversight of (i) the integrity of the Fund's financial statements, (ii) the Fund's compliance with legal and regulatory requirements, and (iii) the independent auditors' qualifications, independence and performance.

The function of the Audit Committee is oversight; it is Fund management's responsibility to maintain appropriate systems for accounting and internal control over financial reporting and the independent auditors' responsibility to plan and carry out a proper audit. Specifically, the Fund's management is responsible for (a) preparation, presentation and integrity of the Fund's financial statements, (b) maintenance of appropriate accounting and financial reporting principles and policies and (c) maintenance of internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The independent auditors are responsible for planning and carrying out an audit consistent with applicable legal and professional standards and the terms of their engagement letter.

Although the Audit Committee is expected to take a detached and questioning approach to the matters that come before it, the review of the Fund's financial statements by the Committee is not an audit, nor does the Committee's review substitute for the responsibilities of the Fund's management for preparing, or the independent auditors for auditing, the financial statements. In fulfilling their responsibilities hereunder, it is recognized that members of the Audit Committee are not employees of the Fund and are not, and do not represent themselves to be, accountants or auditors by profession. As such, it is not the duty or responsibility of the Audit Committee or its members to conduct "field work" or other types of auditing or accounting reviews or procedures.

Each member of the Audit Committee shall be entitled to rely on the (i) integrity of those persons and organizations within and outside the Fund from which he or she receives information and (ii) accuracy of the financial and other information provided to the Committee by such persons and organizations absent actual knowledge to the contrary (which shall be promptly reported to the Board). In addition, the evaluation of the Fund's financial statements by the Audit Committee is not of the same scope as, and does not involve the extent of detail as, audits performed by the independent auditors, nor does the Audit Committee's evaluation substitute for the responsibilities of the Fund's management for preparing, or the independent auditors for auditing the financial statements.

To carry out its purposes, the Audit Committee shall have the following duties and responsibilities:

(a)          to have direct responsibility for the appointment, compensation, retention and oversight of the Fund's independent auditors and, in connection therewith, to review and evaluate matters potentially affecting the independence and capabilities of the auditors;

(b)          to review and pre-approve (including associated fees) all audit and other services to be provided by the independent auditors to the Fund and all non-audit services to be provided by the independent auditors to the Fund's investment adviser (the "Adviser") or any entity controlling, controlled by or under common control with the investment adviser (an "Adviser Affiliate") that provides ongoing services to the Fund, if the engagement relates directly to the operations and financial reporting of the Fund;

(c)          to establish, to the extent permitted by law and deemed appropriate by the Audit Committee, detailed pre-approval policies and procedures for services described in (b) above;

(d)          to consider whether the independent auditors' provision of any non-audit services to the Fund, the Adviser or an Adviser Affiliate not pre-approved by the Audit Committee are compatible with maintaining the independence of the independent auditors;

(e)          to meet with the Fund's independent auditors, including separate meetings as necessary, to: (i) review the arrangements for and scope of the annual audit and any special audits; (ii) review with the independent auditors any problems or difficulties the auditors encountered in the course of the audit work, including any restrictions on their activities or access to requested information and any significant disagreements with Fund management; (iii) review all critical accounting policies and practices applied by the Fund in preparing its financial statements; (iv) discuss any accounting adjustments noted or proposed by the independent auditors that were "passed" as immaterial or otherwise; (v) any communications between the audit team and the independent auditing firm's national office respecting auditing or accounting issues presented by the engagement; (vi) review any material written communications between the independent auditors and the Fund, including any "management" or "internal control" letter issued, or proposed to be issued, by the independent auditors to the Fund, report or recommendation on internal controls, schedule of unadjusted differences, engagement letter and independence letter; and (vii) review the form of independent auditors' report to the Board and Fund shareholders;

(f)           to review (i) major issues regarding accounting principles and financial statement presentations, including any significant changes in the Fund's selection or application of accounting principles, and major issues as to the adequacy of the Fund's internal controls and any special audit steps adopted in light of material control deficiencies; (ii) analyses prepared by Fund management and/or the independent auditors setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements; and (iii) the effect of regulatory and accounting initiatives on the financial statements of the Fund;

(g)          to discuss the annual audited financial statements with management and the independent auditors, and the semi-annual unaudited financial statements with management;

(h)          to at least annually, ensure receipt of a formal written statement from the independent auditors delineating all relationships between the independent auditors and the Fund to evaluate the independent auditors' qualifications, performance and independence, including the review and evaluation of the lead partner of the independent auditors, so that the Audit Committee can actively engage in a dialogue with the independent auditors with respect to any disclosed relationships or services that may impact the objectivity and independence of the auditors, taking into account the opinions of Fund management and to further consider whether, in order to assure continuing auditor independence, there should be regular rotation of the audit firm itself, and to present conclusions of the review to the Board;

(i)           to at least annually, obtain and review a report by the independent auditors describing: (i) the independent auditing firm's internal quality-control procedures; and (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the firm, and any steps taken to deal with any such issues;

(j)           to set clear policies relating to the hiring by entities within the Fund's investment company complex¹ of employees or former employees of the independent auditors, in compliance with the requirements of Sarbanes-Oxley;²

(k)          to establish procedures for the receipt, retention, and treatment of complaints received by the Fund relating to accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by employees of the Fund or the Fund's Adviser, administrator, principal underwriter or any other provider of accounting related services for the Fund, of concerns regarding questionable accounting or auditing matters pertaining to the Fund;³

(l)           to periodically meet separately with the Fund's management and with the independent auditors;

(m)         to discuss with management, in a general manner, but not as a committee to assume responsibility for, the Fund's processes with respect to risk assessment and risk management;

(n)          to report its activities regularly to the Board, including any issues that arise with respect to (i) the quality or integrity of the Fund's financial statements, (ii) the Fund's compliance with legal or regulatory requirements, or (iii) the performance and independence of the independent auditors (including the Audit Committee's conclusions with respect to IV (h) above), and to make such recommendations with respect to the above and other matters as the Audit Committee may deem necessary or appropriate;

(o)          to prepare and review with the Board an annual performance evaluation of the Audit Committee, conducted in such manner as the Committee deems appropriate, which evaluation must compare the performance of the Audit Committee with the requirements of this Charter; and

(p)          to perform such other functions and to have such powers as may be necessary or appropriate in the efficient and lawful discharge of the powers provided in this Charter.

The Audit Committee shall meet regularly, as frequently as circumstances dictate and at least semi-annually, and is empowered to hold special meetings, as circumstances require. The Audit Committee may request that non-members attend a meeting of the Audit Committee or meet with any members of, or consultants to, the Audit Committee. Members of the Audit Committee may participate in a meeting of the Audit Committee by means of conference call, or similar communications equipment by means of which all persons participating in the meeting can hear each other, and may act by written consent to the extent permitted by law and the Fund's Limited Liability Company Agreement, as may be amended or amended and restated from time to time.

The Audit Committee shall have the authority to engage independent counsel and other advisers, as it determines necessary to carry out its duties. The Fund shall provide appropriate funding, as determined by the Audit Committee, for payment of compensation to (a) the independent auditors for preparing or issuing an audit report or performing other audit, review or attest services for the Fund or (b) any advisers employed by the Audit Committee. The Fund shall also provide appropriate funding for ordinary administrative expenses of the Audit Committee that are necessary and appropriate in carrying out its duties.

The Audit Committee shall review and reassess the adequacy of this Charter at least annually and recommend any changes to the Board. The Board also shall review and approve this Charter at least annually.

The Audit Committee, in its discretion, may delegate all or a portion of its duties and responsibilities to a subcommittee of the Audit Committee, including the authority to pre-approve any audit or non-audit services to be performed for the Fund, the Adviser or any Adviser Affiliate by the independent auditors, provided any such approvals are presented to the Audit Committee at its next scheduled meeting.

In connection with the rules adopted by the Securities and Exchange Commission (the "Commission") under the Sarbanes-Oxley Act of 2002 relating to auditor independence, the Audit Committee of the Fund adopts this policy (the "Policy") to be followed by the Fund and other entities within the Fund's Investment Company Complex.⁴

During an Audit and Professional Engagement Period (with respect to the Fund's engagement of the independent auditors), the independent auditors shall not have an employment relationship with the Fund or another entity within the definition of Audit Client in respect of the Fund (the "Audit Client"):

This Policy shall be read to be consistent with the provisions of Rule 2-01(c)(2)(i) – (iii) of Regulation S-X (the "Applicable Reg. S-X Provisions") as they may be interpreted or amended from time to time. In the event of any inconsistencies between this Policy and the Applicable Reg. S-X Provisions, the Applicable Reg. S-X Provisions shall control.

Reporting Persons (defined below) of BBR ALO Fund, LLC (the "Fund") are encouraged to submit good faith complaints regarding accounting or auditing matters without fear of dismissal or retaliation of any kind.

To facilitate the reporting of these complaints, the Fund's Audit Committee has established the following guidelines and procedures for the receipt, retention and treatment of complaints received by the issuer regarding accounting, internal accounting controls or auditing matters (collectively, "Accounting Matters"), including the confidential, anonymous submission by Reporting Persons of concerns regarding questionable accounting or auditing matters.

(1)          Reporting Persons. "Reporting Persons" means officers of the Fund and relevant employees of each of the following entities (each, an "Accounting Service Provider"): BBR Partners, LLC; any investment subadvisers of the Fund; and any other provider of accounting related services.

(2)          Receipt of Complaints. Persons with complaints or concerns regarding Accounting Matters may submit their complaints to the Fund's Chief Legal Officer ("CLO") or Chief Compliance Officer ("CCO").

Persons who are uncomfortable submitting complaints to the CLO or CCO, including complaints involving the CLO and/or CCO, may submit complaints directly to the Fund's Audit Committee Chair (together with the CLO and CCO, "Complaint Officers"). Complaints may be submitted on an anonymous basis. Complaints should be clearly marked "Personal and Confidential—To Be Opened Only By Addressee" and, if applicable, should specify the relevant Fund(s). Complaints should be submitted as follows:

The Audit Committee shall have overall responsibility for the implementation of these procedures.

(4)          Treatment, Investigation and Documentation of Complaints. Upon receipt of a complaint, a Complaint Officer⁶ will, when possible, acknowledge receipt of the complaint to the person submitting the complaint. If the Complaint Officer determines that the complaint relates to Accounting Matters and deems it appropriate, the Complaint Officer shall cause an investigation into the complaint, retaining outside auditors, counsel or other experts if he or she deems appropriate. The Complaint Officer will seek to maintain confidentiality to the extent possible, consistent with the completion of a thorough review, and will endeavor to take prompt corrective action when, in his or her judgment, he or she considers such action appropriate. The Complaint Officer shall document receipt of a complaint, any investigation (or, if none, the reasons therefor) and the nature of any corrective actions taken.

(5)          No Retaliation. Neither the Fund's Board nor the Audit Committee will retaliate or tolerate any evidence of retaliation by Fund management or any other person or group, directly or indirectly, against persons who lawfully provide information in good faith in accordance with these procedures or applicable laws or rules or as otherwise specified by or pursuant to Section 806 of the Sarbanes-Oxley Act of 2002. The Complaint Officers are authorized to address any acts of retaliation, retribution or adverse action, including (x) if such acts are by an Accounting Service Provider or its Reporting Persons, recommending that the Board evaluate the relationship with the Accounting Service Provider and take any necessary action, (y) recommending to the employer of the person engaging in such conduct that disciplinary action be taken against such person or (z) recommending any other action as the Complaint Officers consider appropriate.

(6)          Provision of Notice to Accounting Service Providers and Officers of the Fund. The Complaint Officers shall provide a copy of these procedures to each Accounting Service Provider and shall direct Accounting Service Providers to provide a copy of such procedures to Reporting Persons.

(7)          Reporting and Retention of Complaints and Investigations. A periodic summary of Complaint Officers' documentation referred to above shall be prepared for the Audit Committee, provided that any material matters shall be reported promptly to the Audit Committee and then to the Fund's independent auditors if appropriate. The Audit Committee may take such further action as it may deem appropriate.

The Fund shall maintain and preserve for a period of not less than six years from the end of the fiscal year during which any entry was made (the first two years in an easily accessible place), copies of any written complaints and any report or documentation made by a Complaint Officer or the Audit Committee pursuant to these procedures.

The Nominating Committee (the "Committee") of BBR ALO Fund, LLC (the "Fund") shall be composed solely of members of the Board of Directors ("Directors") who are not "interested persons" of the Fund as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the "1940 Act") ("Independent Directors"). The Board of Directors of the Fund (the "Board") shall select the members of the Committee and shall designate the Chairperson of the Committee.

The Committee shall select and nominate persons for election or appointment by the Board as Directors of the Fund.

The Board believes that Directors need to have the ability to critically review, evaluate, question and discuss information provided to them, and to interact effectively with Fund management, service providers and counsel, in order to exercise effective business judgment in the performance of their duties. In evaluating potential Director nominees (including any nominees recommended by shareholders as provided below) in light of this standard, and to address certain legal and other requirements and considerations associated with composition of the Board, the Committee shall consider, among other factors it may deem relevant:

In addition, the Committee may consider whether a potential nominee's professional experience, education, skills and other individual qualities and attributes, including gender, race or national origin, would provide beneficial diversity of skills, experience or perspective to the Board's membership and collective attributes. Such considerations will vary based on the Board's existing membership and other factors, such as the strength of a potential nominee's overall qualifications relative to diversity considerations.

While the Committee is solely responsible for the selection and nomination of Directors, the Committee may consider nominees recommended by Fund shareholders. The Committee will consider recommendations for nominees from shareholders sent to the Secretary of the Fund, c/o BBR Partners, LLC, 55 East 52nd Street, 18th Floor, New York, New York 10055. A nomination submission must include all information relating to the recommended nominee that is required to be disclosed in solicitations or proxy statements for the election of Directors, as well as information sufficient to evaluate the factors listed above. Nomination submissions must be accompanied by a written consent of the individual to stand for election if nominated by the Board and to serve if elected by the shareholders, and such additional information must be provided regarding the recommended nominee as reasonably requested by the Committee.

After a determination by the Committee that a person should be selected and nominated as a Director of the Fund, the Committee shall present its recommendation to the full Board for its consideration.

The Committee shall review the charter and procedures from time to time, as it considers appropriate.

Ownership Structure of Summit Street and Summit Street's Principal Executive Officers and Managers

As of the date of this Proxy Statement, the principal executive officers and managers of Summit Street are as follows:

The principal business address of Summit Street and the foregoing individuals is 509 Madison Avenue, Suite 1914, New York, New York 10022.

Arthur T. Williams, III and Jennifer A. Wallace are the principal owners of Summit Street.

Ownership Structure of Maren and Maren's Principal Executive Officers and Managers

As of the date of this Proxy Statement, the principal executive officers and managers of Maren are as follows:

The principal business address of Maren and the foregoing individuals is 401 N. Michigan Avenue, Suite 1930, Chicago, Illinois 60611.

Signature [PLEASE SIGN WITHIN BOX]Date Signature (Joint Owners)Date TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDSDETACH AND RETURN THIS PORTION ONLYTHIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. D93458-S562571. To elect Kent A. Clark as a Director of BBR ALO Fund, LLC (the "Fund").2a. To approve a proposed Subadvisory Agreement among the Fund, BBR Partners, LLC (the "Adviser") and Summit Street Capital Management, LLC.2b. To approve a proposed Subadvisory Agreement among the Fund, the Adviser and Maren Capital LLC.For AgainstAbstainFor Withhold!!!BBR ALO FUND, LLCBBR ALO FUND, LLC55 EAST 52ND ST, 18TH FLOORNEW YORK, NY 10055The Board of Directors recommends you vote FOR the following proposals:The transaction of such other business as may properly come before the meeting or any adjournments or postponements thereof.Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.!!!!! VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode aboveUse the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on December 14, 2022. Follow the instructions to obtain your records and to create an electronic voting instruction form.VOTE BY PHONE - 1-800-690-6903Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on December 14, 2022. Have your proxy card in hand when you call and then follow the instructions.VOTE BY MAILMark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.SCAN TO VIEW MATERIALS & VOTEw

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting: The Notice of Special Meeting of Shareholders, Proxy Statement and Form of Proxy are available at www.proxyvote.com.D93459-S56257 BBR ALO Fund, LLCSpecial Meeting of ShareholdersDecember 15, 2022, 10:00 AM, ETThe undersigned hereby appoints Michael W. Anson and Barry M. Klayman as proxies of the undersigned, each with full power of substitution, to vote all of the shares of limited liability company interests of the Fund that the undersigned is entitled to vote at the Special Meeting of Shareholders to be held on December 15, 2022 beginning at 10:00 AM, Eastern Time, and at any adjournments or postponements thereof.This proxy is solicited on behalf of the Fund's Board of Directors and, when properly executed, will be voted in the manner directed herein. If no such direction is made, but this proxy is signed, dated and returned, this proxy will be voted "FOR" proposal 1, "FOR" proposal 2a and "FOR" proposal 2b. This proxy also grants discretionary power to the proxies to vote, in their judgment, upon such other business as may properly come before the meeting, including whether to adjourn the Special Meeting. Continued and to be signed on reverse side

Proposals		Shareholders Entitled to Vote
1.     To elect Kent A. Clark as a Director of the Fund (the "Director Election Proposal").		All Shareholders of the Fund

2A.  To approve a Proposed Subadvisory Agreement among the Fund, the Adviser and Summit Street Capital Management, LLC ("Summit Street") (the "Proposed Summit Street Agreement").		All Shareholders of the Fund

2B.  To approve a Proposed Subadvisory Agreement among the Fund, the Adviser and Maren Capital LLC ("Maren" and, together with Summit Street, the "Proposed Subadvisers") (the "Proposed Maren Agreement" and, together with the Proposed Summit Street Agreement, the "Proposed Subadvisory Agreements").		All Shareholders of the Fund

NAME, POSITION(S) WITH FUND, YEAR OF BIRTH AND ADDRESS¹	LENGTH OF TIME SERVED²	PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS	NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR	OTHER DIRECTORSHIPS/ TRUSTEESHIPS HELD BY DIRECTOR OUTSIDE FUND COMPLEX

Independent Director Nominee

Kent A. Clark Director 1964	Since June 16, 2022	Vice President, Society of Quantitative Analysts (nonprofit organization) (since 2021); Partner and Managing Director (among other positions), Goldman, Sachs & Co. (1992 to 2020).	1	Trustee, the Julliard School (2010 to 2022)

NAME, POSITION(S) WITH FUND, YEAR OF BIRTH AND ADDRESS¹	LENGTH OF TIME SERVED²	PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS	NUMBER OF PORTFOLIOS IN FUND COMPLEX OVERSEEN BY DIRECTOR	OTHER DIRECTORSHIPS/ TRUSTEESHIPS HELD BY DIRECTOR OUTSIDE FUND COMPLEX

Independent Continuing Directors

Aaron F. Hood Director 1972	Since Inception	Finance Senior Fellow, United States Military Academy, West Point (since 2019); Head/Co-Head of Asset Management (2016 to 2019) and Chief Financial Officer (2010 to 2016), Perella Weinberg Partners	1	Director, Fortress Value Acquisition Corp. (since 2020); Director, Chaplain Camp Christian Charities (since 2015); Director, Toledo St. Francis de Sales High School (since 2009)

Steven M. Kass Director 1960	Since Inception	Managing Director and Management Consultant, Alignment Partners (since 2012); Steven M. Kass, EA (since 2018)	1	Director, Holocaust Museum and Tolerance Center of Nassau County

Interested Continuing Director

Michael W. Anson Director, Chairman of the Board and Chief Compliance Officer³1968	Since Inception	Partner, Chief Administrative Officer and Chief Compliance Officer of the Adviser (since 2000); Shareholder of the Adviser's Operating, Investment and Compliance Committees	1	None

Officers Who are Not Directors

Barry M. Klayman Principal Executive Officer 1961	Since Inception	Partner and Chief Operating Officer of the Adviser (since 2013); Shareholder of the Adviser's Executive, Operating, Investment and Compliance Committees	N/A	Trustee, New York Theatre Workshop (since 2019)

Mark Muffler Principal Accounting Officer 1967	Since Inception	Lead Fund Administrator and Officer of UMB Fund Services, Inc. (since 2008)	N/A	N/A

Matthew Shapiro Secretary 1974	Since Inception	Director and General Counsel of the Adviser (since 2014); Shareholder of the Adviser's Compliance and Cybersecurity Committees	N/A	N/A

BBR ALO Fund, LLC


BY:
	Name:
	Title:


BBR Partners, LLC


BY:
	Name:
	Title:


Summit Street Capital Management, LLC


BY:
	Name:
	Title:

BBR ALO Fund, LLC


BY:
	Name:
	Title:


BBR Partners, LLC


BY:
	Name:
	Title:


Maren Capital LLC


BY:
	Name:
	Title:

Proposals		Shareholders Entitled to Vote
1.     To elect Kent A. Clark as a Director of the Fund (the "Director Election Proposal").		All Shareholders of the Fund

2A.  To approve a proposed Subadvisory Agreement among the Fund, the Adviser and Summit Street Capital Management, LLC (the "Proposed Summit Street Agreement").		All Shareholders of the Fund

2B.  To approve a proposed Subadvisory Agreement among the Fund, the Adviser and Maren Capital LLC (the "Proposed Maren Agreement").		All Shareholders of the Fund

Name of Director	Dollar Range of Equity Securities of the Fund	Aggregate Dollar Range of Equity Securities of All Registered Investment Companies Overseen by the Director in the Fund Complex
Michael W. Anson	$50,001–$100,000	$50,001–$100,000

Kent A. Clark	None	None

Aaron F. Hood	None	None

Steven M. Kass	$10,001–$50,000	$10,001–$50,000

Name	Position
Jennifer A. Wallace	Managing Member, Chief Investment Officer, Portfolio Manager
Arthur T. Williams III	Managing Member, Chief Compliance Officer, Chief Operations and Financial Officer

Name	Position
Brad Schatz	Chief Executive Officer and Chief Investment Officer
Ty Trusgnich	Chief Operating Officer and Chief Financial Officer
Jennifer Berger Schatz	President and Chief Compliance Officer

Name of Director

Aggregate Compensation
from the Fund

Total Compensation from Fund and
Fund Complex Paid to Directors

Kent A. Clark¹

Aaron F. Hood

Steven M. Kass