Form 485APOS Simplify Exchange Traded

Funding Goal: The Simplify Volt
Web3 ETF (the “Fund”) seeks to offer capital appreciation.

Charges and Bills of the Fund: This desk
describes the charges and bills that you could be pay when you purchase, maintain, and promote shares of the Fund. Buyers buying or promoting shares
of the Fund within the secondary market could also be topic to prices (together with customary brokerage commissions) charged by their dealer. These
prices aren’t included within the expense instance under.

Instance: This Instance is meant
that can assist you evaluate the price of investing within the Fund with the price of investing in mutual funds and different change traded funds.

The Instance assumes that you just make investments $10,000 in
the Fund for the time intervals indicated after which redeem all your shares on the finish of these intervals. The Instance additionally assumes that
your funding has a 5% return every year and that the Fund’s working bills stay the identical. The Instance additional assumes that
the Fund’s working expense limitation settlement will solely be in place for the time period specified above. Though your precise prices
could also be larger or decrease, primarily based upon these assumptions your prices could be:

Portfolio Turnover: The Fund pays
transaction prices, reminiscent of commissions, when it buys and sells securities (or “turns over” its portfolio). The next portfolio
turnover price could point out larger transaction prices and should lead to larger taxes when Fund shares are held in a taxable account. These
prices, which aren’t mirrored in annual fund working bills or within the Instance, have an effect on the Fund’s efficiency. Because the Fund
just isn’t but operational, it doesn’t have a portfolio turnover price.

Principal Funding Methods: The adviser
and sub-adviser search to attain the Fund’s funding goal by investing primarily in fairness securities of U.S. and international
Web3 corporations (as outlined under). The adviser applies an choice overlay technique to the Fund’s fairness investments.

Fairness Technique

Beneath regular circumstances, the Fund invests primarily in
fairness securities of U.S. and international Web3 corporations. Web3 corporations are corporations that the sub-adviser believes are anticipated to focus
on and profit from the event of recent services or products, technological enhancements and revolutionary approaches associated to innovation
within the operation of the web, which is known as the “Web3” web and should embrace metaverse corporations (“Web3
Corporations”).

Web3 corporations are corporations that the sub-adviser believes
are centered on and anticipated to profit from shifting the bases of know-how infrastructure from a centralized self-hosted {hardware} infrastructure
to a decentralized cloud infrastructure. The businesses will use, assist others use, or considerably be reliant upon Web3 know-how, which
is mostly verifiable, trustless, self governing and distributed and should embrace metaverse corporations. Metaverse corporations are corporations
that the sub-adviser believes assist carry the ‘metaverse’, a computerized digital setting, to the plenty. The ‘metaverse’
could play a big half in web innovation, as it could permit customers to personal items of digital property by non-fungible tokens or digital
tokens.

In choosing Web3 corporations, the sub-adviser
seeks to establish, utilizing its personal inner analysis and evaluation, corporations capitalizing or enabling the additional growth of Web3 applied sciences.
The sub-adviser’s inner analysis and evaluation leverages insights from numerous sources, together with inner and exterior analysis,
to develop and refine its funding themes and establish and make the most of traits which have ramifications for particular person corporations
or whole industries.

Beneath regular circumstances, primarily all the
Fund’s belongings can be invested in fairness securities, together with widespread shares, partnership pursuits, enterprise belief shares and different
fairness investments or possession pursuits in enterprise enterprises. The Fund’s investments could embrace small-, medium- and large-capitalization
corporations. The Fund’s investments in international fairness securities could also be in each developed and rising markets. The Fund could make investments
in international securities (together with investments in American Depositary Receipts (“ADRs”) and securities listed on native international
exchanges.

The Fund invests as much as
10% of its complete belongings within the Grayscale Bitcoin Belief. The Grayscale Bitcoin Belief is a personal fund that’s not registered as an funding
firm underneath the Funding Firm Act of 1940, as amended. The Grayscale Bitcoin Belief seeks for its shares to trace the value of Bitcoin.
The Fund won’t spend money on cryptocurrencies straight or by the usage of derivatives. The Fund additionally won’t spend money on preliminary coin
choices. The Fund could, nonetheless, have oblique publicity to cryptocurrencies by advantage of its investments in working corporations that
use a number of cryptocurrencies as a part of their enterprise actions or that maintain cryptocurrencies. As a result of the Fund won’t make investments
straight in any cryptocurrency, it won’t observe worth actions of any cryptocurrency.

The Fund is assessed as a “non-diversified”
funding firm underneath the Funding Firm Act of 1940, as amended, which implies that the Fund could make investments a excessive proportion of its
belongings in a fewer variety of issuers.

Choice Overlay Technique

As much as twenty p.c of the Fund’s internet belongings can be
topic to the Fund’s choice overlay. The choice overlay consists of buying exchange-traded and over-the-counter (“OTC”)
put and name choices on the NASDAQ^® 100 Index, S&P 500^® Index, a NASDAQ^® 100 Index ETF,
a S&P 500 Index ETF or particular person securities and name choices on particular person securities. When the Fund purchases a name choice, the
Fund has the suitable, however not the duty, to purchase a inventory or different asset at a specified worth (strike worth) inside a selected time interval.
When the Fund purchases a put choice, the Fund has the suitable, however not the duty, to promote a inventory or different asset at a specified worth
(strike worth) inside a selected time interval.

The choice overlay is a strategic, persistent
publicity meant to partially hedge towards market declines. If the market goes up, the Fund’s returns could outperform the market as a result of
the adviser will promote or train the decision choices. If the market goes down, the Fund’s returns could fall lower than the market as a result of
the adviser will promote or train the put choices. The adviser selects choices primarily based upon its analysis of relative worth primarily based on value,
strike worth (worth that the choice might be purchased or offered by the choice holder) and maturity (the final date the choice contract is legitimate)
and can train or shut the choices primarily based on maturity or portfolio rebalancing necessities. The Fund anticipates buying and promoting
choices on a month-to-month, quarterly, and annual foundation, relying upon the Fund’s rebalancing necessities and the person choice
expiration dates. Nevertheless, the Fund could rebalance its choice portfolio on a extra frequent foundation for plenty of causes reminiscent of market
volatility renders the safety offered by the choice technique ineffective or an choice place has appreciated to the purpose that
it’s prudent to lower the Fund’s publicity and notice positive aspects for the Fund’s shareholders. Whereas the choice overlay is meant
to enhance the Fund’s efficiency, there is no such thing as a assure that it’s going to accomplish that.

The worth of the Fund’s name choices is
anticipated to rise in proportion to the rise in worth of the underlying belongings, however the quantity by which the Fund’s choices enhance
or lower in worth is determined by how far the market has moved from the time the choices place was initiated. The worth of the Fund’s
name choices could rise quicker than the market if the adviser efficiently selects choices that respect in worth.

Principal Funding Dangers: As with
all funds, there may be the chance that you could possibly lose cash by your funding within the Fund. Many elements have an effect on the Fund’s internet asset
worth and worth of shares and efficiency.

The next describes the dangers the Fund bears
with respect to its investments. As with all fund, there is no such thing as a assure that the Fund will obtain its purpose.

Subsequent Era Web Corporations. Corporations that
the sub-adviser believes are centered on and anticipated to profit from shifting the bases of know-how infrastructure from {hardware} and
software program to the cloud, enabling cell and native providers, reminiscent of corporations that depend on or profit from the elevated use of shared
know-how, infrastructure and providers. These corporations could embrace mail order homes which generate the whole thing of their enterprise by
web sites and which provide internet-based services, reminiscent of streaming media or cloud storage along with conventional bodily
items. These corporations can also embrace ones that develop, use or depend on revolutionary cost methodologies, huge information, the “web
of issues,” machine studying, and social distribution and media.

Lively Administration Threat. The Fund is topic
to the chance that the funding administration technique could not produce the supposed outcomes and should negatively influence Fund efficiency. The
adviser’s overlay technique won’t totally shield the Fund from declines available in the market.

Bitcoin Threat. The worth of the Fund’s
funding within the Grayscale Bitcoin Belief is topic to fluctuations within the worth of bitcoins. The worth of bitcoins is decided by
the availability of and demand for bitcoins within the international marketplace for the buying and selling of bitcoins, which consists of transactions on digital bitcoin
exchanges (“Bitcoin Exchanges”). Pricing on Bitcoin Exchanges and different venues might be unstable and might adversely have an effect on the
worth of the Grayscale Bitcoin Belief. At present, there may be comparatively small use of bitcoins within the retail and business market in
comparability to the comparatively massive use of bitcoins by speculators, thus contributing to cost volatility that would adversely have an effect on the
Fund’s funding within the Grayscale Bitcoin Belief. Bitcoin transactions are irrevocable and stolen or incorrectly transferred bitcoins
could also be irretrievable. Because of this, any incorrectly executed bitcoin transactions might adversely have an effect on the worth of the Fund’s
funding within the Grayscale Bitcoin Belief. Shares of the Grayscale Bitcoin Belief could commerce at a premium or low cost to the web asset worth
of the Grayscale Bitcoin Belief.

Blockchain Investments Threat. An funding
in corporations actively engaged in blockchain know-how could also be topic to the next dangers:

Cryptocurrency Threat. Cryptocurrency (notably,
Bitcoin), also known as “digital forex” or “digital forex,” operates as a decentralized, peer-to-peer
monetary change and worth storage that’s used like cash. The Fund could have publicity to Bitcoin, a cryptocurrency, not directly by
funding within the Grayscale Bitcoin Belief. Cryptocurrencies function with out central authority or banks and aren’t backed by any authorities.
Cryptocurrencies could expertise very excessive volatility, and associated funding autos that spend money on cryptocurrencies could also be affected
by such volatility. Cryptocurrency just isn’t authorized tender. Federal, state or international governments could prohibit the use and change of cryptocurrency,
and regulation within the U.S. continues to be creating. Cryptocurrency exchanges have stopped working and have completely shut down resulting from
fraud, technical glitches, hackers or malware. Cryptocurrencies exchanges are new, largely unregulated, and could also be extra uncovered to fraud.

Derivatives Threat. Choices are a by-product
funding. The usage of by-product devices includes dangers totally different from, or presumably better than, the dangers related to investing
straight in securities and different conventional investments. These dangers embrace (i) the chance that the counterparty to a by-product transaction
could not fulfill its contractual obligations; (ii) threat of mispricing or improper valuation; and (iii) the chance that modifications within the worth
of the by-product could not correlate completely with the underlying asset, price or index.

Disruptive Innovation Threat. Corporations that
the adviser and sub-adviser consider create or capitalize on disruptive innovation and creating applied sciences to displace older applied sciences
or create new markets could not actually accomplish that. Corporations that originally develop a novel know-how could not be capable to capitalize on the
know-how. The Fund could spend money on an organization that doesn’t at present derive any income from disruptive improvements or applied sciences, and
there is no such thing as a assurance that an organization will derive any income from disruptive improvements or applied sciences sooner or later. A disruptive innovation
or know-how could represent a small portion of an organization’s total enterprise. Because of this, the success of a disruptive innovation
or know-how could not have an effect on the worth of the fairness securities issued by the corporate.

Early Shut/Buying and selling Halt Threat. An change
or market could shut or situation buying and selling halts on particular securities, or the flexibility to purchase or promote sure securities or monetary devices
could also be restricted, which can forestall the Fund from shopping for or promoting sure securities or monetary devices. In these circumstances,
the Fund could also be unable to rebalance its portfolio, could also be unable to precisely worth its investments and should incur substantial buying and selling
losses.

Fairness Threat. The online asset worth of the
Fund will fluctuate primarily based on modifications within the worth of the fairness securities held by the Fund. Fairness costs can fall quickly in response
to developments affecting a selected firm or trade, or to altering financial, political or market situations.

ETF Construction Dangers: The Fund is structured
as an ETF and can spend money on underlying ETFs. Because of this, the Fund is topic to particular dangers, together with:

Overseas Securities Threat. The Fund’s
investments in international securities might be riskier than U.S. securities investments. Investments within the securities of international issuers (together with
investments in ADRs) are topic to the dangers related to investing in these international markets, reminiscent of heightened dangers of inflation
or nationalization. The costs of international securities and the costs of U.S. securities have, at occasions, moved in reverse instructions. In
addition, securities of international issuers could lose worth resulting from political, financial and geographic occasions affecting a international issuer or
market.

Grayscale
Bitcoin Belief Threat. The Fund will make investments not directly in bitcoin by the Grayscale Bitcoin Belief. The Grayscale Bitcoin Belief
is a personal funding fund that’s not regulated underneath the 1940 Act. The shares of the Grayscale Bitcoin Belief could commerce at a premium
or low cost, could indirectly correspond to the value of Bitcoin, and are extremely unstable.

Business Focus Threat. A fund
that concentrates its investments in an trade or group of industries is extra weak to hostile market, financial, regulatory, political
or different developments affecting such trade or group of industries than a fund that invests its belongings extra broadly.

Giant Capitalization Threat. Giant-capitalization
corporations could also be much less ready than smaller capitalization corporations to adapt to altering market situations. Giant-capitalization corporations
could also be extra mature and topic to extra restricted progress potential in contrast with smaller capitalization corporations. Throughout totally different market
cycles, the efficiency of huge capitalization corporations has trailed the general efficiency of the broader securities markets.

Restricted Historical past Threat. The Fund is a brand new
ETF and has a restricted historical past of operations for buyers to guage.

Market and Geopolitical Threat. The growing
interconnectivity between international economies and monetary markets will increase the probability that occasions or situations in a single area or monetary
market could adversely influence issuers in a distinct nation, area or monetary market. Securities within the Fund’s portfolio could underperform
resulting from inflation (or expectations for inflation), rates of interest, international demand for specific merchandise or sources, pure disasters,
pandemics, epidemics, terrorism, regulatory occasions and governmental or quasi-governmental actions. The incidence of worldwide occasions comparable
to these in recent times could lead to market volatility and should have long run results on each the U.S. and international monetary markets.
The present novel coronavirus (COVID-19) international pandemic and the aggressive responses taken by many governments, together with closing borders,
proscribing worldwide and home journey, and the imposition of extended quarantines or comparable restrictions, in addition to the pressured
or voluntary closure of, or operational modifications to, many retail and different companies, has had damaging impacts, and in lots of instances extreme
damaging impacts, on markets worldwide. It isn’t recognized how lengthy such impacts, or any future impacts of different vital occasions described
above, will or would final, however there might be a protracted interval of worldwide financial slowdown, which can influence your Fund funding.

Non-Diversification Threat. The Fund’s
portfolio could give attention to a restricted variety of investments and can be topic to potential for volatility than a diversified fund.

Choice Threat. As the customer of a put or name
choice, the Fund dangers shedding your entire premium invested within the choice if the Fund doesn’t train the choice.

Over-the-Counter Market Threat. Securities
and choices traded in over-the-counter markets could commerce much less incessantly and in restricted volumes and thus exhibit extra volatility and liquidity
threat, and the costs paid by the Fund in over-the-counter transactions could embrace an undisclosed supplier markup. The Fund can also be uncovered
to default by the over-the-counter choice author who could also be unwilling or unable to carry out its contractual obligations to the Fund.

Small and Medium Capitalization Threat. The
earnings and prospects of small and medium sized corporations are extra unstable than bigger corporations and should expertise larger failure charges
than bigger corporations. Small and medium sized corporations usually have a decrease buying and selling quantity than bigger corporations, which can are likely to
make their market worth fall extra disproportionately than bigger corporations in response to promoting pressures and should have restricted markets,
product strains, or monetary sources and lack administration expertise.

Valuation
Threat. The gross sales worth the Fund might obtain for any specific portfolio funding could differ from the Fund’s valuation
of the funding, notably for securities or different investments, reminiscent of Bitcoin, that commerce in skinny or unstable markets or which are
valued utilizing a good worth methodology. Valuation could also be harder in occasions of market turmoil since many buyers and market makers
could also be reluctant to buy advanced devices or quote costs for them. The Fund’s skill to worth its investments could also be impacted
by technological points and/or errors by pricing providers or different third celebration service suppliers. Shares of Grayscale Bitcoin Belief are
supposed to replicate the value of bitcoin belongings, much less charges and bills, and the shares at present commerce at a considerable premium to the
internet asset worth of such belongings. As such, the value of Grayscale Bitcoin Belief could go down even when the value of the underlying asset, bitcoin,
stays unchanged. Moreover, shares that commerce at a premium imply that an investor who purchases $1 of a portfolio will truly personal
lower than $1 in belongings.

Efficiency: The
Fund doesn’t have efficiency historical past for a full calendar yr. As soon as the Fund has accomplished a full calendar yr of funding operations,
this part will present some indication of the dangers of investing within the Fund by displaying how the Fund’s common annual returns
evaluate with a broad measure of market efficiency. Previous efficiency doesn’t essentially point out how the Fund will carry out within the
future. Additionally, shareholder reviews containing monetary and efficiency data are mailed to shareholders semi-annually. Up to date
efficiency data is accessible for gratis by visiting www.simplify.us/etfs or by calling 1 (855) 772-8488.

Funding Adviser: Simplify Asset Administration
Inc. (the “Adviser”)

Funding Sub-Adviser: Volt Fairness LLC
(the “Sub-Adviser”)

Portfolio Managers: Paul Kim, Chief Government
Officer of the Adviser, David Berns, Chief Funding Officer of the Adviser, Tad Park, Chief Government Officer of the Sub-Adviser, have
every served the Fund as a portfolio supervisor because it commenced operations in December 2020. Mr. Kim, Mr. Berns, Mr. Park are collectively and
primarily liable for the administration of the Fund.

Buy and Sale of Fund Shares: The Fund
will situation and redeem Shares at NAV solely in massive blocks of 25,000 Shares (every block of Shares is named a “Creation Unit”).
Creation Models are issued and redeemed primarily in-kind for securities however could embrace money. Particular person Shares could solely be bought
and offered in secondary market transactions by brokers. Besides when aggregated in Creation Models in transactions with Approved Members,
the Shares aren’t redeemable securities of the Fund.

Shares of the Fund are listed for buying and selling on the
Alternate and commerce at market costs quite than NAV. Shares of the Fund could commerce at a worth that’s better than, at, or lower than NAV.

Tax Info: The Fund’s distributions
usually can be taxable as extraordinary earnings or long-term capital positive aspects. A sale of Shares could lead to capital achieve or loss.

Funds to Dealer-Sellers and Different Monetary
Intermediaries: If you buy the Fund by a broker-dealer or different monetary middleman (reminiscent of a financial institution), the Fund and its
associated corporations could pay the middleman for the sale of Fund shares and associated providers. These funds could create a battle of curiosity
by influencing the broker-dealer or different middleman and your salesperson to advocate the Fund over one other funding. Ask your salesperson
or go to your monetary middleman’s web site for extra data.

The Fund seeks to offer capital appreciation.
The Fund’s funding goal could also be modified by the Board of Trustees (“Board”) upon 60 days’ written discover
to shareholders.

Beneath regular circumstances, the Fund invests primarily in
fairness securities of U.S. and international Web3 corporations. Web3 corporations are corporations that the sub-adviser believes are anticipated to focus
on and profit from the event of recent services or products, technological enhancements and revolutionary approaches associated to innovation
within the operation of the web, which is known as the “Web3” web and should embrace metaverse corporations (“Web3
Corporations”).

Web3 corporations are corporations that the sub-adviser believes
are centered on and anticipated to profit from shifting the bases of know-how infrastructure from a centralized self-hosted {hardware} infrastructure
to a decentralized cloud infrastructure. The businesses will use, assist others use, or considerably be reliant upon Web3 know-how, which
is mostly verifiable, trustless, self governing and distributed and should embrace metaverse corporations. Metaverse corporations are corporations
that the sub-adviser believes assist carry the ‘metaverse’, a computerized digital setting, to the plenty. Metaverse corporations
could develop augmented actuality or digital actuality know-how within the type of {hardware} or software program purposes, gaming purposes that
contain digital worlds, or present immersive social experiences that mix the digital and bodily worlds. The ‘metaverse’
could play a big half in web innovation, as it could permit customers to personal items of digital property by non-fungible tokens or digital
tokens.

In choosing Web3 corporations, the sub-adviser seeks
to establish, utilizing its personal inner analysis and evaluation, corporations capitalizing or enabling the additional growth of Web3 applied sciences.
The sub-adviser’s inner analysis and evaluation leverages insights from numerous sources, together with inner and exterior analysis,
to develop and refine its funding themes and establish and make the most of traits which have ramifications for particular person corporations
or whole industries.

Choice Overlay Technique

The choice overlay consists of buying exchange-traded
and over-the-counter (“OTC”) put and name choices on the NASDAQ^® 100 Index, S&P 500^® Index,
a NASDAQ^® 100 Index ETF, a S&P 500 Index ETF or particular person securities and name choices on particular person securities. When
the Fund purchases a name choice, the Fund has the suitable, however not the duty, to purchase a inventory or different asset at a specified worth (strike
worth) inside a selected time interval. When the Fund purchases a put choice, the Fund has the suitable, however not the duty, to promote a
inventory or different asset at a specified worth (strike worth) inside a selected time interval.

As much as twenty p.c of the Fund’s internet belongings
can be topic to the Fund’s convexity choice overlay. The choice overlay is meant so as to add convexity to the Fund and is meant
as a strategic, persistent publicity meant to partially hedge towards market strikes and add convexity to the Fund. If the market goes up,
the Fund’s returns could outperform the market as a result of the adviser will promote or train the decision choices. If the market goes down,
the Fund’s returns could fall lower than the market as a result of the adviser will promote or train the put choices. The adviser usually
selects choices with strike costs at the least 5% out of the cash at buy. A name choice is out of the cash if the strike worth is
larger on the time of buy than the market worth of the underlying asset. A put choice is out of the cash if the strike worth is
decrease than the market worth of the underlying asset. The adviser selects choices primarily based upon its analysis of relative worth primarily based on
value, strike worth (worth that the choice might be purchased or offered by the choice holder) and maturity (the final date the choice contract
is legitimate) and can train or shut the choices primarily based on maturity or portfolio rebalancing necessities. The Fund anticipates buying
and promoting choices on a month-to-month, quarterly, and annual foundation, relying upon the Fund’s rebalancing necessities and the person
choice expiration dates. Nevertheless, the Fund could rebalance its choice portfolio on a extra frequent foundation for plenty of causes reminiscent of
market volatility renders the safety offered by the choice technique ineffective or an choice place has appreciated to the purpose
that it’s prudent to lower the Fund’s publicity and notice positive aspects for the Fund’s shareholders. The adviser actively trades
choices utilizing a scientific proprietary method that rebalances at the least month-to-month. The adviser manages the usage of choices in order that the annualized
value of the choice overlay doesn’t usually exceed 3% of the web belongings of the Fund. Whereas the choice overlay is meant to enhance
the Fund’s efficiency, there is no such thing as a assure that it’s going to enhance efficiency.

If the adviser determines that buying choices
just isn’t a cheap strategy to implement the overlay technique, it could make use of choices spreads. In a name choice unfold, the Fund purchases
a name choice whereas promoting (writing) a name choice that’s additional out of the cash to partially offset the price of the bought choice.
In a put choice unfold, the Fund purchases a put choice whereas promoting (writing) a put choice that’s additional out of the cash to partially
offset the price of the bought choice.

Short-term Defensive Positions

Once in a while, the Fund could take momentary
defensive positions, that are inconsistent with the Fund’s principal funding methods, in trying to answer hostile
market, financial, political, or different situations. For instance, the Fund could maintain all or a portion of their respective belongings in cash
market devices, together with money, money equivalents, U.S. authorities securities, different funding grade fastened earnings securities, certificates
of deposit, bankers acceptances, business paper, cash market funds and repurchase agreements. Whereas the Fund is in a defensive place,
the chance to attain its funding goal can be restricted. If the Fund invests in a cash market fund, the shareholders of the
Fund usually can be topic to duplicative administration charges. Though the Fund would do that solely in searching for to keep away from losses, the Fund
can be unable to pursue its funding goal throughout that point, and it might scale back the profit from any upswing available in the market.

Supervisor-of-Managers Order

The Belief and the Adviser have obtained an exemptive
order from the SEC that allows the Adviser, with the Board approval, to enter into sub-advisory agreements with a number of sub-advisers
with out acquiring shareholder approval. The exemptive order permits the adviser, topic to the approval of the Board, to switch sub-advisers
or amend sub-advisory agreements, together with charges, with out shareholder approval if the Adviser and the Board consider such motion will profit
the Fund and its shareholders.

The next describes the dangers born by the
Fund with respect to its investments.

Lively Administration Threat. The Fund is topic
to the chance that its funding administration technique could not produce the supposed outcomes. There might be no assurance that the securities
chosen by the adviser will produce optimistic returns.

Bitcoin
Threat. The worth of the Fund’s funding within the Grayscale Bitcoin Belief is topic to fluctuations within the worth of bitcoins.
The worth of bitcoins is decided by the availability of and demand for bitcoins within the international marketplace for the buying and selling of bitcoins, which consists
of transactions on digital bitcoin exchanges (“Bitcoin Exchanges”). Pricing on Bitcoin Exchanges and different venues might be
unstable and might adversely have an effect on the worth of the Grayscale Bitcoin Belief. At present, there may be comparatively small use of bitcoins within the
retail and business market compared to the comparatively massive use of bitcoins by speculators, thus contributing to cost volatility
that would adversely have an effect on the Fund’s funding within the Grayscale Bitcoin Belief. Bitcoin transactions are irrevocable and stolen
or incorrectly transferred bitcoins could also be irretrievable. Because of this, any incorrectly executed bitcoin transactions might adversely have an effect on
the worth of the Fund’s funding within the Grayscale Bitcoin Belief. Shares of the Grayscale Bitcoin Belief could commerce at a premium
or low cost to the web asset worth of the Grayscale Bitcoin Belief.

Blockchain Investments Threat. An funding in corporations
actively engaged in blockchain know-how could also be topic to the next dangers:

Cryptocurrency
Threat. Cryptocurrency (notably, Bitcoin), also known as “digital forex” or “digital forex,”
operates as a decentralized, peer-to-peer monetary change and worth storage that’s used like cash. The Fund could have publicity to
Bitcoin, a cryptocurrency, not directly by funding within the Grayscale Bitcoin Belief. Cryptocurrencies function with out central authority
or banks and aren’t backed by any authorities. Cryptocurrencies could expertise very excessive volatility, and associated funding autos that
spend money on cryptocurrencies could also be affected by such volatility. Cryptocurrency just isn’t authorized tender. Federal, state or international governments
could prohibit the use and change of cryptocurrency, and regulation within the U.S. continues to be creating. Cryptocurrency exchanges have stopped
working and have completely shut down resulting from fraud, technical glitches, hackers or malware. Cryptocurrencies exchanges are new, largely
unregulated, and could also be extra uncovered to fraud.

Derivatives Threat. The Fund’s
use of by-product devices includes dangers totally different from, or presumably better than, the dangers related to investing straight in
securities and different conventional investments. These dangers embrace (i) the chance that the counterparty to a by-product transaction could not
fulfill its contractual obligations; (ii) threat of mispricing or improper valuation; and (iii) the chance that modifications within the worth of the
by-product could not correlate completely with the underlying asset, price or index. Spinoff costs are extremely unstable and should fluctuate
considerably throughout a brief time period. Such costs are influenced by quite a few elements that have an effect on the markets, together with, however not
restricted to: altering provide and demand relationships; authorities applications and insurance policies; nationwide and worldwide political and financial
occasions, modifications in rates of interest, inflation and deflation and modifications in provide and demand relationships. Buying and selling by-product devices
includes dangers totally different from, or presumably better than, the dangers related to investing straight in securities.

Disruptive Innovation Threat. Corporations that
the adviser and sub-adviser consider are capitalizing on disruptive innovation and creating applied sciences to displace older applied sciences
or create new markets could not actually accomplish that. Corporations that originally develop a novel know-how could not be capable to capitalize on the
know-how. Corporations that develop disruptive applied sciences could face political or authorized assaults from rivals, trade teams or native
and nationwide governments. These corporations can also be uncovered to dangers relevant to sectors apart from the disruptive innovation theme
for which they’re chosen, and the securities issued by these corporations could underperform the securities of different corporations which are primarily
centered on a selected theme. The Fund could spend money on an organization that doesn’t at present derive any income from disruptive improvements
or applied sciences, and there’s no assurance that an organization will derive any income from disruptive improvements or applied sciences sooner or later.
A disruptive innovation or know-how could represent a small portion of an organization’s total enterprise. Because of this, the success of
a disruptive innovation or know-how could not have an effect on the worth of the fairness securities issued by the corporate.

Early Shut/Buying and selling Halt Threat. An change
or market could shut or situation buying and selling halts on particular securities, or the flexibility to purchase or promote sure securities or monetary devices
could also be restricted, which can forestall the Fund from shopping for or promoting sure securities or monetary devices. In these circumstances,
the Fund could also be unable to rebalance its portfolio, could also be unable to precisely worth its investments and should incur substantial buying and selling
losses.

Fairness Threat. Fairness securities are prone
to normal inventory market fluctuations and to unstable will increase and reduces in worth. The fairness securities held by the Fund could expertise
sudden, unpredictable drops in worth or lengthy intervals of decline in worth. This may increasingly happen due to elements affecting securities markets
usually, the fairness securities of a selected sector, or a selected firm.

ETF Construction Threat: The Fund is structured as an ETF. Because of this,
the Fund is topic to particular dangers, together with:

Overseas Securities Threat. Funding in
the securities of international issuers includes dangers past these related to investments in U.S. securities. These further dangers
embrace better market volatility, the provision of much less dependable monetary data, larger transactional and custody prices, taxation
by international governments, decreased market liquidity and political instability. As a result of many international securities markets could also be restricted
in dimension, the costs of securities that commerce in such markets could also be influenced by massive merchants. Sure international markets which have traditionally
been thought-about comparatively steady could grow to be unstable in response to modified situations or new developments. Elevated interconnectivity
of world economies and monetary markets will increase the likelihood that hostile developments and situations in a single nation or area
will have an effect on the soundness of economies and monetary markets in different nations or areas. Overseas issuers are sometimes topic to much less
stringent necessities concerning accounting, auditing, monetary reporting and report protecting than are U.S. issuers, and subsequently, not
all materials data could also be obtainable or dependable. Securities exchanges or international governments could undertake guidelines or rules that
could negatively influence the Fund’s skill to spend money on international securities or could forestall the Fund from repatriating its investments.
As well as, the Fund could not obtain shareholder communications or be permitted to vote the securities that it holds, because the issuers
could also be underneath no authorized obligation to distribute shareholder communications.

Grayscale
Bitcoin Belief Threat. The Fund will make investments not directly in bitcoin by the Grayscale Bitcoin Belief. The Grayscale Bitcoin Belief
is a personal funding fund that’s not regulated underneath the 1940 Act. The shares of the Grayscale Bitcoin Belief could commerce at a premium
or low cost, could indirectly correspond to the value of Bitcoin, and are extremely unstable.

Business Focus Threat.  A
fund that concentrates its investments in an trade or group of industries is extra weak to hostile market, financial,
regulatory, political or different developments affecting such trade or group of industries than a fund that invests its belongings extra
broadly. 

Giant Capitalization Threat. Giant-capitalization
corporations could also be much less ready than smaller capitalization corporations to adapt to altering market situations. Giant-capitalization corporations
could also be extra mature and topic to extra restricted progress potential in contrast with smaller capitalization corporations. Throughout totally different market
cycles, the efficiency of huge capitalization corporations has trailed the general efficiency of the broader securities markets.

Restricted Historical past of Operations. The Fund
is a brand new ETFs and have restricted historical past of operations for buyers to guage. Buyers within the Fund bear the chance that the Fund could
not achieve success in implementing its funding methods, could also be unable to implement sure of its funding methods or could fail
to draw enough belongings, any of which might outcome within the Fund being liquidated and terminated at any time with out shareholder approval
and at a time that might not be favorable for all shareholders. Such a liquidation might have damaging tax penalties for shareholders
and can trigger shareholders to incur bills of liquidation. The adviser could not obtain its supposed lead to managing the Fund.

Market and Geopolitical Threat. The growing
interconnectivity between international economies and monetary markets will increase the probability that occasions or situations in a single area or monetary
market could adversely influence issuers in a distinct nation, area or monetary market. Securities within the Fund’s portfolio could underperform
resulting from inflation (or expectations for inflation), rates of interest, international demand for specific merchandise or sources, pure disasters,
pandemics, epidemics, terrorism, regulatory occasions and governmental or quasi-governmental actions. The incidence of worldwide occasions comparable
to these in recent times could lead to market volatility and should have long run results on each the U.S. and international monetary markets.
The present novel coronavirus (COVID-19) international pandemic and the aggressive responses taken by many governments, together with closing borders,
proscribing worldwide and home journey, and the imposition of extended quarantines or comparable restrictions, in addition to the pressured
or voluntary closure of, or operational modifications to, many retail and different companies, has had damaging impacts, and in lots of instances extreme
damaging impacts, on markets worldwide. It isn’t recognized how lengthy such impacts, or any future impacts of different vital occasions described
above, will or would final, however there might be a protracted interval of worldwide financial slowdown, which can influence your funding.

Subsequent Era Web Corporations. Corporations
that the sub-adviser believes are centered on and anticipated to profit from shifting the bases of know-how infrastructure from {hardware}
and software program to the cloud, enabling cell and native providers, reminiscent of corporations that depend on or profit from the elevated use of shared
know-how, infrastructure and providers. These corporations could embrace mail order homes which generate the whole thing of their enterprise by
web sites and which provide internet-based services, reminiscent of streaming media or cloud storage along with conventional bodily
items. These corporations can also embrace ones that develop, use or depend on revolutionary cost methodologies, huge information, the “web
of issues,” machine studying, and social distribution and media.

Non-Diversification Threat. The Fund is non-diversified.
Because of this it could make investments a bigger portion of its belongings in a restricted variety of corporations than a diversified fund. As a result of a comparatively
excessive proportion of the Fund’s belongings could also be invested within the securities of a restricted variety of corporations that might be in the identical
or associated financial sectors, the Fund’s portfolio could also be extra prone to any single financial, technological or regulatory incidence
than the portfolio of a diversified fund.

Choices Threat. The Fund could buy name
and put choices on securities during which they make investments. The Fund could have interaction in these transactions to hedge towards a decline within the worth
of securities owned or a rise within the worth of securities which the Fund plans to buy.

Over-the-Counter Market Threat. Securities
and choices traded in over-the-counter markets could commerce much less incessantly and in restricted volumes and thus exhibit extra volatility and liquidity
threat, and the costs paid by the Fund in over-the-counter transactions could embrace an undisclosed supplier markup. The Fund can also be uncovered
to default by the over-the-counter choice author who could also be unwilling or unable to carry out its contractual obligations to the Fund.

Small and Medium Capitalization Threat. The
shares of small and medium capitalization corporations contain substantial threat. These corporations could have restricted product strains, markets
or monetary sources, they usually could also be depending on a restricted administration group. Shares of those corporations could also be topic to extra abrupt
or erratic market actions than these of bigger, extra established corporations or the market averages on the whole.

Valuation
Threat. The gross sales worth the
Fund might obtain for any specific portfolio funding could differ from the Fund’s valuation of the funding, notably
for securities or different investments, reminiscent of Bitcoin, that commerce in skinny or unstable markets or which are valued utilizing a good worth methodology.
Valuation could also be harder in occasions of market turmoil since many buyers and market makers could also be reluctant to buy advanced
devices or quote costs for them. The Fund’s skill to worth its investments could also be impacted by technological points and/or
errors by pricing providers or different third celebration service suppliers. Shares of Grayscale Bitcoin Belief are supposed to replicate the value
of bitcoin belongings, much less charges and bills, and the shares at present commerce at a considerable premium to the web asset worth of such belongings.
As such, the value of Grayscale Bitcoin Belief could go down even when the value of the underlying asset, bitcoin, stays unchanged. Moreover,
shares that commerce at a premium imply that an investor who purchases $1 of a portfolio will truly personal lower than $1 in belongings.

Cybersecurity breaches can embrace unauthorized
entry to techniques, networks, or gadgets; an infection from pc viruses or different malicious software program code; and assaults that shut down,
disable, sluggish, or in any other case disrupt operations, enterprise processes, or web site entry or performance. Cybersecurity breaches could trigger
disruptions and influence the Fund’s enterprise operations, doubtlessly leading to monetary losses; interference with the Fund’s
skill to calculate its NAV; impediments to buying and selling; the shortcoming of the Fund, the adviser, and different service suppliers to transact
enterprise; violations of relevant privateness and different legal guidelines; regulatory fines, penalties, reputational harm, reimbursement or different compensation
prices, or further compliance prices; in addition to the inadvertent launch of confidential data.

Comparable hostile penalties might outcome from
cybersecurity breaches affecting issuers of securities during which the Fund invests; counterparties with which the Fund engages in transactions;
governmental and different regulatory authorities; change and different monetary market operators, banks, brokers, sellers, insurance coverage corporations,
and different monetary establishments (together with monetary intermediaries and repair suppliers for the Fund’s shareholders); and different
events. As well as, substantial prices could also be incurred by these entities with a purpose to forestall any cybersecurity breaches sooner or later.

Topic to the oversight of the Board of Trustees,
the Adviser is liable for managing the Fund’s investments, inserting commerce orders and offering associated administrative providers
and services underneath an advisory settlement between the Fund and the Adviser. The Fund was fashioned in December 2020.

The Adviser is paid a month-to-month administration charge at
an annual price (acknowledged as a proportion of the common every day internet belongings of the Fund) of [0.95%]. The administration settlement between the Fund
and the Adviser supplies that the Adviser can pay all working bills of the Fund, aside from any curiosity bills, taxes, brokerage
bills, future Rule 12b-1 charges (if any), acquired fund charges and bills, bills incidental to a gathering of the Fund’s
shareholders.

A dialogue concerning the Board’s approval
of the Adviser’s and Sub-Adviser’s administration settlement can be obtainable within the Fund’s annual report back to shareholders
dated June 30, 2022.

Paul Kim is the chief government officer and co-founder
of the Adviser. Previous to co-founding the Adviser in 2020, he was a portfolio supervisor and managing director at Principal International Buyers
from 2015 to 2020, the place he based and led Principal’s ETF enterprise section. Mr. Kim has a Bachelors diploma from Dartmouth and
a Masters in Enterprise Administration in Finance from the Wharton College on the College of Pennsylvania.

David Berns, PhD, is the chief funding officer
and co-founder of the Adviser. Previous to co-founding the Adviser in 2020, he based Portfolio Designer, LLC, an organization that specializes
in portfolio design and from 2018 to 2019 was a managing director at Nasdaq Dorsey Wright. Previous to becoming a member of Nasdaq Dorsey Wright, Inc.,
he based and developed an organization that makes a speciality of proprietary buying and selling. He has specialised in creating asset allocation, portfolio
administration, and threat administration techniques for managing personal and institutional wealth. Mr. Berns has a PhD in Physics from the Massachusetts
Institute of Expertise within the subject of Quantum Computation.

Tad Park is the chief government officer and the
founding father of the Sub-Adviser. Previous to founding the Sub-Adviser in 2020, from 2017 to 2020, he was the primary Senior Software program Engineer of
the Sequence B spherical for Sonder Corp. which went on to grow to be a profitable Silicon Valley disruptor value over one billion {dollars}. Prior
to 2017, he labored as a senior developer and crew chief for an data know-how and providers firm. Mr. Park has a Bachelor’s
diploma in Environmental Economics and Coverage Administration from the College of California, Berkeley.

Mr. Kim, Mr. Berns, and Mr. Park are collectively and
primarily liable for the administration of the Fund.

The SAI supplies further details about
the Portfolio Managers’ compensation, different accounts managed and possession of Fund shares.

The NAV of the Fund is decided on the shut
of normal buying and selling (usually 4:00 p.m. Jap Time) on every day the Alternate is open for enterprise. NAV is computed by figuring out, the
combination market worth of all belongings of the Fund, much less its liabilities, divided by the whole variety of shares excellent ((assets-liabilities)/quantity
of shares = NAV). The Alternate is closed on weekends and New 12 months’s Day, Martin Luther King, Jr. Day, Presidents’ Day, Good
Friday, Memorial Day, Juneteenth, Independence Day, Labor Day, Thanksgiving Day and Christmas Day (“Alternate Shut”). The
NAV takes under consideration, the bills and costs of the Fund, together with administration, administration, and distribution charges, that are accrued
every day. The willpower of NAV for the Fund for a selected day is relevant to all purposes for the acquisition of shares, as effectively
as all requests for the redemption of Creation Models, obtained by the Fund (or a licensed dealer or agent, or its licensed designee)
earlier than the shut of buying and selling on the Alternate on that day.

Usually, the Fund’s portfolio securities,
together with securities issued by ETFs, are valued every day on the final quoted gross sales worth on every safety’s major change. Securities
traded or dealt in upon a number of securities exchanges (whether or not home or international) for which market quotations are available
and never topic to restrictions towards resale shall be valued on the final quoted gross sales worth on the first change or, within the absence
of a sale on the first change, on the imply between the present bid and ask costs on such change. Securities primarily traded in
the Nationwide Affiliation of Securities Sellers’ Automated Citation System (“NASDAQ”) Nationwide Market System for which
market quotations are available shall be valued utilizing the NASDAQ Official Closing Worth. Securities that aren’t traded on any
securities change (whether or not home or international) and for which over-the-counter market quotations are available usually shall
be valued on the final sale worth or, within the absence of a sale, on the imply between the present bid and ask worth on such over-the-counter
market. Debt securities not traded on an change could also be valued at costs provided by a pricing agent(s) primarily based on dealer or supplier provided
valuations or matrix pricing, a way of valuing securities by reference to the worth of different securities with comparable traits,
reminiscent of ranking, rate of interest and maturity.

If market quotations aren’t available,
securities can be valued at their honest market worth as decided utilizing the “honest worth” procedures authorized by the Board.
Honest worth pricing includes subjective judgments and it’s potential that the honest worth decided for a safety could also be materially totally different
than the worth that might be realized upon the sale of that safety. The honest worth costs can differ from market costs once they grow to be
obtainable or when a worth turns into obtainable. The Board has delegated execution of those procedures to a good worth committee composed
of a number of representatives from every of the (i) Belief, (ii) administrator, and (iii) Adviser and/or Sub-Adviser. The committee could
additionally enlist third celebration consultants reminiscent of an audit agency or monetary officer of a safety issuer on an as-needed foundation to help in
figuring out a security-specific honest worth. The Board critiques and ratifies the execution of this course of and the resultant honest worth
costs at the least quarterly to guarantee the method produces dependable outcomes.

The Fund could use impartial pricing providers
to help in calculating the worth of the Fund’s portfolio securities. As well as, market costs for international securities aren’t
decided on the similar time of day because the NAV for the Fund.

In computing the NAV, the Fund values international
securities held by the Fund on the newest closing worth on the change during which they’re traded instantly previous to closing of the Alternate.
Costs of international securities quoted in foreign currency echange are translated into U.S. {dollars} at present charges. If occasions materially affecting
the worth of a safety within the Fund’s portfolio, notably international securities, happen after the shut of buying and selling on a international
market however earlier than the Fund costs its shares, the safety can be valued at honest worth. For instance, if buying and selling in a portfolio safety
is halted and doesn’t resume earlier than the Fund calculates its NAV, the Adviser may have to cost the safety utilizing the Funds’ honest
worth pricing tips. With out a honest worth worth, short-term merchants might make the most of the arbitrage alternative and dilute
the NAV of long-term buyers. Honest valuation of the Fund’s portfolio securities can serve to scale back arbitrage alternatives obtainable
to short-term merchants, however there is no such thing as a assurance that honest worth pricing insurance policies will forestall dilution of the Fund’s NAV by quick
time period merchants. The willpower of honest worth includes subjective judgments. Because of this, utilizing honest worth to cost a safety could outcome
in a worth materially totally different from the costs utilized by different mutual funds to find out NAV, or from the value which may be realized upon
the precise sale of the safety.

Shares of the Fund are listed for buying and selling on the
Alternate underneath the image WIII. Share costs are reported in {dollars} and cents per Share. Shares might be purchased and offered on the secondary
market all through the buying and selling day like different publicly traded shares, and Shares sometimes commerce in blocks of lower than a Creation Unit.
There isn’t any minimal funding required. Shares could solely be bought and offered on the secondary market when the Alternate is open for buying and selling.
The Alternate is open for buying and selling Monday by Friday and is closed on weekends and the next holidays, as noticed: New 12 months’s
Day, Martin Luther King, Jr. Day, Presidents’ Day, Good Friday, Memorial Day, Juneteenth, Independence Day, Labor Day, Thanksgiving
Day and Christmas Day.

When shopping for or promoting Shares by a dealer,
you’ll incur customary brokerage commissions and prices, and it’s possible you’ll pay some or all the unfold between the bid and the supplied
worth within the secondary market on every leg of a spherical journey (buy and sale) transaction.

Approved Members which have entered into
a contract with the Fund’s distributor could purchase Shares from the Funds, and Approved Members could tender their Shares for
redemption on to the Fund, at NAV per Share solely in massive blocks, or Creation Models, of 25,000 Shares. Purchases and redemptions
straight with the Fund should comply with the Fund’s procedures, that are described within the SAI.

The Fund could liquidate and terminate at any time
with out shareholder approval.

Share Buying and selling Costs

The approximate worth of Shares, an quantity representing
on a per share foundation the sum of the present market worth of the securities accepted by the Fund in change for Shares and an estimated
money element can be disseminated each 15 seconds all through the buying and selling day by the services of the Consolidated Tape Affiliation.
This approximate worth shouldn’t be seen as a “real-time” replace of the NAV per Share as a result of the approximate worth could
not be calculated in the identical method because the NAV, which is computed as soon as a day, usually on the finish of the enterprise day. The Fund just isn’t
concerned in, or liable for, the calculation or dissemination of the approximate worth of the Shares, and the Fund doesn’t make any
guarantee as to the accuracy of those values.

Ebook Entry

Shares are held in e book entry type, which suggests
that no inventory certificates are issued. The Depository Belief Firm (“DTC”) or its nominee is the report proprietor of all excellent
Shares and is acknowledged because the proprietor of all Shares for all functions.

Buyers proudly owning Shares are useful homeowners
as proven on the information of DTC or its individuals. DTC serves because the securities depository for all Shares. Members in DTC embrace
securities brokers and sellers, banks, belief corporations, clearing companies and different establishments that straight or not directly preserve
a custodial relationship with DTC. As a useful proprietor of Shares, you aren’t entitled to obtain bodily supply of inventory certificates
or to have Shares registered in your identify, and you aren’t thought-about a registered proprietor of Shares. Subsequently, to train any proper as
an proprietor of Shares, you should rely on the procedures of DTC and its individuals. These procedures are the identical as those who apply to
some other securities that you just maintain in e book entry or “road identify” type.

Shares can solely be bought and redeemed straight
from the Fund in Creation Models by Approved Members which have entered right into a contract with the Fund’s distributor. The huge
majority of buying and selling in Shares happens on the secondary market. As a result of the secondary market trades don’t straight contain the Fund, it
is unlikely these trades would trigger the dangerous results of market timing, together with dilution, disruption of portfolio administration, will increase
within the Fund’s buying and selling prices and the conclusion of capital positive aspects. With regard to the acquisition or redemption of Creation Models straight
with the Fund, to the extent effected in-kind (i.e., for securities), these trades don’t trigger the dangerous results that will outcome
from frequent money trades. To the extent trades are effected in entire or partially in money, these trades might lead to dilution to the
Fund and elevated transaction prices, which might negatively influence the Fund’s skill to attain its funding goal. Nevertheless,
direct buying and selling by Approved Members is vital to making sure that Shares commerce at or near NAV. The Fund additionally employs honest valuation
pricing to reduce potential dilution from market timing. As well as, the Fund imposes transaction charges on purchases and redemptions
of Shares to cowl the custodial and different prices incurred by the Fund in effecting trades. These charges enhance if an investor substitutes
money partially or in entire for securities, reflecting the truth that the Fund’s buying and selling prices enhance in these circumstances. Given
this construction, the Belief has decided that it isn’t essential to undertake insurance policies and procedures to detect and deter market timing of
the Shares.

The Fund has adopted a distribution and repair
plan (“Plan”) pursuant to Rule 12b-1 underneath the 1940 Act. Beneath the Plan, the Fund is allowed to pay distribution charges to
the distributor and different companies that present distribution and shareholder providers (“Service Suppliers”). If a Service Supplier
supplies these providers, the Fund could pay charges at an annual price to not exceed 0.25% of common every day internet belongings, pursuant to Rule 12b-1
underneath the1940 Act.

No distribution or service charges are at present
paid by the Fund and won’t be paid by the Fund except licensed by the Board. There are not any present plans to impose these charges. In
the occasion Rule 12b-1 charges had been charged, over time they’d enhance the price of an funding within the Fund.

Shares are traded all through the day within the secondary
market on a nationwide securities change on an intra-day foundation and are created and redeemed in-kind and/or for money in Creation Models
at every day’s subsequent calculated NAV. In-kind preparations are designed to guard ongoing shareholders from the hostile results on
the Fund’s portfolio that would come up from frequent money redemption transactions. In a traditional mutual fund, redemptions can
have an hostile tax influence on taxable shareholders if the mutual fund must promote portfolio securities to acquire money to satisfy internet fund
redemptions. These gross sales could generate taxable positive aspects for the continued shareholders of the mutual fund, whereas the Shares’ in-kind
redemption mechanism usually won’t result in a tax occasion for the Fund or its ongoing shareholders.

Ordinarily, dividends from internet funding earnings,
if any, are declared and paid quarterly by the Fund. The Fund distributes its internet realized capital positive aspects, if any, to shareholders yearly.
The Fund can also pay a particular distribution on the finish of a calendar yr to adjust to federal tax necessities.

No dividend reinvestment service is offered by
the Fund. Dealer-dealers could make obtainable the DTC book-entry Dividend Reinvestment Service to be used by useful homeowners of the Fund
for reinvestment of their dividend distributions. Helpful homeowners ought to contact their dealer to find out the provision and prices
of the service and the main points of participation therein. Brokers could require useful homeowners to stick to particular procedures and timetables.
If this service is accessible and used, dividend distributions of each earnings and realized positive aspects can be mechanically reinvested in further
entire shares of the Fund bought within the secondary market.

Distributions in money could also be reinvested mechanically
in further entire Shares provided that the dealer by whom you bought Shares makes such choice obtainable.

Taxes

As with all funding, you must think about how
your funding in Shares can be taxed. The tax data on this Prospectus is offered as normal data. It is best to seek the advice of
your individual tax skilled in regards to the tax penalties of an funding in Shares.

Until your funding in Shares is made by
a tax-exempt entity or tax-deferred retirement account, reminiscent of a person retirement account, you want to concentrate on the potential
tax penalties when:

Taxes on Distributions

Distributions from the Fund’s internet funding
earnings, together with internet short-term capital positive aspects, if any, are taxable to you as extraordinary earnings, besides that the Fund’s dividends
attributable to its “certified dividend earnings” (i.e., dividends obtained on inventory of most home and sure international
companies with respect to which the Fund satisfies sure holding interval and different restrictions), if any, usually are topic to
federal earnings tax for non-corporate shareholders who fulfill these restrictions with respect to their Shares on the price for internet capital
achieve. Part of the Fund’s dividends additionally could also be eligible for the dividends-received deduction allowed to companies — the eligible
portion could not exceed the mixture dividends the Fund receives from home companies topic to federal earnings tax (excluding Actual
Property Funding Trusts) and excludes dividends from international companies — topic to comparable restrictions. Nevertheless, dividends a company
shareholder deducts pursuant to that deduction are topic not directly to the federal different minimal tax.

Basically, your distributions are topic to
federal earnings tax when they’re paid, whether or not you’re taking them in money or reinvest them within the Fund (if that choice is accessible). Distributions
reinvested in further Shares by the technique of a dividend reinvestment service, if obtainable, can be taxable to shareholders buying
the extra Shares to the identical extent as if such distributions had been obtained in money. Distributions of internet long-term capital positive aspects,
if any, in extra of internet short-term capital losses are taxable as long-term capital positive aspects, no matter how lengthy you’ve held the Shares.

Distributions in extra of the Fund’s present
and gathered earnings and income are handled as a tax-free return of capital to the extent of your foundation within the Shares and as capital
achieve thereafter. A distribution will scale back the Fund’s NAV per Share and could also be taxable to you as extraordinary earnings or capital achieve
(as described above) though, from an funding standpoint, the distribution could represent a return of capital.

By regulation, the Fund is required to withhold 28% of
your distributions and redemption proceeds when you’ve got not offered the Fund with an accurate Social Safety quantity or different taxpayer identification
quantity and in sure different conditions.

Taxes on Alternate-Listed Share Gross sales

Any capital achieve or loss realized upon a sale
of Shares is mostly handled as long-term capital achieve or loss if the Shares have been held for multiple yr and as short-term
capital achieve or loss if the Shares have been held for one yr or much less. The power to deduct capital losses from gross sales of Shares could
be restricted.

Taxes on Buy and Redemption of Creation
Models

An Approved Participant that exchanges securities
for Creation Models usually will acknowledge a achieve or a loss equal to the distinction between the market worth of the Creation Models at
the time of the change and the sum of the exchanger’s combination foundation within the securities surrendered plus any Money Part it
pays. An Approved Participant that exchanges Creation Models for securities will usually acknowledge a achieve or loss equal to the distinction
between the exchanger’s foundation within the Creation Models and the sum of the mixture market worth of the securities obtained plus any
money equal to the distinction between the NAV of the Shares being redeemed and the worth of the securities. The Inner Income Service
(“Service”), nonetheless, could assert {that a} loss realized upon an change of securities for Creation Models can’t be deducted
at present underneath the principles governing “wash gross sales” or for different causes. Individuals exchanging securities ought to seek the advice of their
personal tax advisor with respect as to if wash sale guidelines apply and when a loss is perhaps deductible.

Any capital achieve or loss realized upon redemption
of Creation Models is mostly handled as long-term capital achieve or loss if the Shares have been held for multiple yr and as short-term
capital achieve or loss if the Shares have been held for one yr or much less.

If you buy or redeem Creation Models, you
can be despatched a affirmation assertion displaying what number of Shares you bought or offered and at what worth. See “Tax Standing” in
the SAI for an outline of the newly efficient requirement concerning foundation willpower strategies relevant to Share redemptions and
the Fund’s obligation to report foundation data to the Service.

The foregoing dialogue summarizes among the
potential penalties underneath present federal tax regulation of an funding within the Fund. It isn’t an alternative choice to private tax recommendation. Seek the advice of
your private tax advisor in regards to the potential tax penalties of an funding within the Shares underneath all relevant tax legal guidelines. See “Tax
Standing” within the SAI for extra data.

Financial institution of New York Mellon is the Fund’s administrator,
switch agent, custodian and fund accountant. It has its principal workplace at 240 Greenwich St., New York, NY 10286, and is primarily
within the enterprise of offering administrative, fund accounting and switch agent providers to retail and institutional mutual funds.

Foreside Monetary Companies, LLC (the “Distributor”),
positioned at Three Canal Plaza, Suite 100, Portland, ME 04101, is the distributor for the shares of the Fund. The Distributor is a registered
broker-dealer and member of the Monetary Business Regulatory Authority, Inc. (“FINRA”).

Thompson Hine LLP, 41 South Excessive Road, seventeenth
Flooring, Columbus, Ohio 43215, serves as authorized counsel to the Belief.

[___], positioned at [____], serves because the Fund’s
impartial registered public accounting agency. The impartial registered public accounting agency is liable for auditing the annual
monetary statements of the Fund.

Steady Providing

The tactic by which Creation Models of Shares are
created and traded could increase sure points underneath relevant securities legal guidelines. As a result of new Creation Models of Shares are issued and offered
by the Funds on an ongoing foundation, a “distribution,” as such time period is used within the Securities Act of 1933, as amended (the “Securities
Act”), could happen at any level. Dealer-dealers and different individuals are cautioned that some actions on their half could, relying
on the circumstances, outcome of their being deemed individuals in a distribution in a fashion which might render them statutory underwriters
and topic them to the prospectus supply requirement and legal responsibility provisions of the Securities Act.

For instance, a broker-dealer agency or its shopper
could also be deemed a statutory underwriter if it takes Creation Models after inserting an order with the Distributor, breaks them down into constituent
Shares and sells the Shares on to prospects or if it chooses to couple the creation of a provide of recent Shares with an lively promoting
effort involving solicitation of secondary market demand for Shares. A willpower of whether or not one is an underwriter for functions of
the Securities Act should bear in mind all of the information and circumstances pertaining to the actions of the broker-dealer or its shopper
within the specific case, and the examples talked about above shouldn’t be thought-about a whole description of all of the actions that would
result in a characterization as an underwriter.

Dealer sellers who aren’t “underwriters”
however are collaborating in a distribution (as contrasted to extraordinary secondary buying and selling transactions), and thus coping with Shares that
are a part of an “unsold allotment” inside the that means of Part 4(3)(C) of the Securities Act of 1933 (the “Securities
Act”), could be unable to make the most of the prospectus supply exemption offered by Part 4(3) of the Securities
Act. It is because the prospectus supply exemption in Part 4(3) of the Securities Act just isn’t obtainable in respect of
such transactions because of Part 24(d) of the 1940 Act. Because of this, dealer supplier companies ought to notice that sellers who
aren’t underwriters however are collaborating in a distribution (as contrasted with extraordinary secondary market transactions) and thus dealing
with Shares which are a part of an overallotment inside the that means of Part 4(3)(A) of the Securities Act could be unable to
make the most of the prospectus supply exemption offered by Part 4(3) of the Securities Act. Companies that incur a prospectus
supply obligation with respect to Shares are reminded that, underneath Rule 153 of the Securities Act, a prospectus supply obligation
underneath Part 5(b)(2) of the Securities Act owed to an change member in reference to a sale on the Alternate is happy
by the truth that the prospectus is accessible on the Alternate upon request. The prospectus supply mechanism offered in Rule 153
is barely obtainable with respect to transactions on an change.

Sellers effecting transactions within the Shares,
whether or not or not collaborating on this distribution, are usually required to ship a Prospectus. That is along with any obligation
of sellers to ship a Prospectus when performing as underwriters.

As a result of the Fund has solely lately commenced funding
operations, no monetary highlights can be found for the Fund at the moment. Sooner or later, monetary highlights can be offered in
this part of the Prospectus.

Further details about the Fund is included
within the Fund’s SAI. The SAI is integrated into this Prospectus by reference (i.e., legally made part of this Prospectus). The
SAI supplies extra particulars in regards to the Fund’s insurance policies and administration. Further details about the Fund’s investments is
additionally obtainable within the Fund’s Annual and Semi-Annual Reviews to Shareholders. Within the Fund’s Annual Report, you’ll discover a
dialogue of the market situations and funding methods that considerably affected the Fund’s efficiency over the last
fiscal yr.

To acquire a free copy of the SAI and the Annual
and Semi-Annual Reviews to Shareholders, or different details about the Fund, or to make shareholder inquiries in regards to the Fund, please
name 1 (855) 772-8488. You might also write to:

Simplify Alternate Traded Funds

54 W fortieth Road

NY, NY 10018

Reviews and different details about the Fund is
obtainable on the EDGAR Database on the SEC’s Web website at http://www.sec.gov.

Funding Firm Act File # 811-23570 

The data on this SAI just isn’t full
and could also be modified. We could not promote these securities till the registration assertion filed with the Securities and Alternate Fee
is efficient. This SAI just isn’t a suggestion to promote these securities and isn’t soliciting a suggestion to purchase these securities in any state the place
the supply or sale just isn’t permitted.

Simplify Volt Web3 ETF

WIII

a sequence of Simplify Alternate Traded Funds

STATEMENT OF ADDITIONAL INFORMATION

[____], 2022

Listed and traded on:

the NYSE Arca, Inc.

This Assertion of Further Info (“SAI”)
just isn’t a prospectus and ought to be learn along side the mixed Prospectus of the Simplify Volt Pop Web3 ETF, (the “Fund”)
dated [___], 2022. The Fund’s Prospectus is hereby integrated by reference, which suggests it’s legally a part of this doc. You
can acquire copies of the Fund’s Prospectus, annual or semi-annual reviews with out cost by contacting the Fund’s Distributor,
Foreside Monetary Companies, LLC or by calling 1 (855) 772-8488. You might also acquire a Prospectus by visiting the web site at www.simplify.us/etfs.

TABLE OF CONTENTS

The Fund is a non-diversified
sequence of Simplify Alternate Traded Funds, a Delaware statutory belief organized on February 28, 2020 (the “Belief”). The Belief
is registered as an open-end administration funding firm. The Belief is ruled by its Board of Trustees (the “Board” or
“Trustees”).

The Fund could situation a vast
variety of shares of useful curiosity (“Shares”). All Shares have equal rights and privileges. Every Share is entitled to
one vote on all issues as to which Shares are entitled to vote. As well as, every Share is entitled to take part equally with different
Shares (i) in dividends and distributions declared by the Fund and (ii) on liquidation to its proportionate share of the belongings remaining
after satisfaction of excellent liabilities. Shares are totally paid, non-assessable and totally transferable when issued and don’t have any pre-emptive,
conversion or change rights.

The Fund’s funding
goal is to hunt to offer capital appreciation and the Fund is managed by Simplify Asset Administration Inc. (the “Adviser”).
The Fund is sub-advised by Volt Fairness LLC (the “Sub-Adviser”). The Board could type different sequence and supply shares of a brand new
fund underneath the Belief at any time.

The Fund is an change traded
funds (“ETFs”), that are registered open-end administration corporations that situation (and redeem) creation items (“Creation
Models”) to (and from) licensed individuals (“Approved Members”) in change for a basket and a money balancing
quantity (if any) and the shares of that are listed on a nationwide securities change and traded at market-determined costs. An Approved
Participant is a monetary establishment that may be a member or participant of a clearing company registered with the Securities and Alternate
Fee (“SEC”) which has a written settlement with the Fund or certainly one of its service suppliers that enables the monetary establishment
to position orders for the acquisition and redemption of Creation Models. The Fund points and redeem shares on a steady foundation at internet asset
worth per share (“NAV”) in aggregations of a specified variety of shares known as “Creation Models.” Creation Models
are a specified variety of the Fund’s shares (e.g., 25,000) that the Fund will situation to (or redeem from) an Approved Participant
in change for the deposit (or supply) of a basket and a money balancing quantity if any. Shares commerce within the secondary market at market
costs that will differ from the shares’ NAV. Shares aren’t individually redeemable, however are redeemable solely in Creation Unit aggregations,
and usually in change for portfolio securities and a specified money cost. A Creation Unit of the Fund consists of a block of 25,000
shares. Shareholders who aren’t Approved Members won’t be able to buy or redeem shares straight with or from the Fund.

The Fund reserves the suitable
to supply creations and redemptions of Shares for money. As well as, Shares could also be issued upfront of receipt of deposit securities topic
to numerous situations, together with a requirement to take care of on deposit with the Belief money equal to as much as 115% of the market worth of the
lacking deposit securities. In every occasion of such money creations or redemptions, transaction charges, could also be imposed and could also be larger
than the transaction charges related to in-kind creations or redemptions. See PURCHASE, REDEMPTION AND PRICING OF SHARES under.

Alternate Itemizing and Buying and selling

There might be no assurance that
the necessities of the NYSE Arca, Inc. (the “Alternate”) vital to take care of the itemizing of shares of the Fund will proceed
to be met. The Alternate could, however just isn’t required to, take away the shares of the Fund from itemizing if, amongst different issues: (i) following
the preliminary 12-month interval starting upon the graduation of buying and selling of Fund shares, there are fewer than 50 report and/or useful
homeowners of shares of the Fund for 30 or extra consecutive buying and selling days, or (ii) some other occasion shall happen or situation shall exist that,
within the opinion of the Alternate, makes additional dealings on the Alternate inadvisable. The Alternate may also take away shares of the Fund from
itemizing and buying and selling upon termination of the Fund.

A dialogue of the dangers related
with an funding within the Fund is contained within the Prospectus underneath the headings “Fund Abstract—Principal Funding Methods”,
and “Further Info In regards to the Principal Funding Methods and Dangers.” The dialogue under dietary supplements, and will
be learn along side, such sections of the Prospectus.

Common Dangers and Issues

An funding within the Fund ought to
be made with an understanding of the dangers inherent in an funding in securities, together with the chance that the overall situation of the
securities market could deteriorate. Securities are prone to normal securities market fluctuations and to unstable will increase and
decreases in worth as market confidence change. These investor perceptions are primarily based on varied and unpredictable elements, together with expectations
concerning authorities, financial, financial and monetary insurance policies, inflation and rates of interest, financial growth or contraction, and international
or regional political, financial or banking crises.

The existence of a liquid buying and selling
marketplace for sure securities could depend upon whether or not sellers will make a market in such securities. There might be no assurance {that a} market
can be made or maintained or that any such market can be or stay liquid. The value at which securities could also be offered and the worth of
the Shares can be adversely affected if buying and selling markets for the Fund’s portfolio securities are restricted or absent, or if bid/ask
spreads are extensive.

Securities of Different Funding Corporations

Investments in ETFs and mutual
funds contain sure further bills and sure tax outcomes, which might not be current in a direct funding in such funds. Due
to authorized limitations, the Fund can be prevented from: 1) buying greater than 3% of an funding firm’s (together with ETFs)
excellent shares; 2) investing greater than 5% of the Fund’s belongings in any single such funding firm, and three) investing extra
than 10% of the Fund’s belongings in funding corporations total; except: (i) the underlying funding firm and/or the Fund has
obtained an order for exemptive aid from such limitations from the SEC; and (ii) the underlying funding firm and the Fund take
acceptable steps to adjust to any situations in such order. Within the different, the Fund could depend on Part 12(d)(1)(F) and Rule 12d1-3,
which permits unaffiliated mutual funds to exceed the 5% limitation and the ten% limitation, offered the mixture gross sales hundreds any investor
pays (i.e., the mixed distribution bills of each the buying fund and the acquired fund) doesn’t exceed the bounds on gross sales hundreds
established by Monetary Business Regulatory Authority (“FINRA”) for funds of funds. Along with ETFs, the Fund could make investments
in different funding corporations reminiscent of open-end mutual funds or exchange-traded funds, inside the limitations described above. The funding
firm is topic to particular dangers, relying on the character of the Fund. ETFs and mutual funds could make use of leverage, which magnifies
the modifications within the underlying inventory or different index upon which they’re primarily based. The Fund can also rely on Rule 12d(1)-4 which underneath sure
circumstances permits the Fund to exceed the three%, 5%, and 10% limitations described above.

Open-Finish Funding Corporations

The Fund and any “affiliated
individuals,” as outlined by the Funding Firm Act of 1940, as amended (the “1940 Act”) could buy within the combination
solely as much as 3% of the whole excellent securities of any underlying fund. Accordingly, when affiliated individuals maintain shares of any of the
underlying fund, the Fund’s skill to speculate totally in shares of these funds is restricted, and the Adviser should then, in some cases,
choose different investments that will not have been its first choice. The 1940 Act additionally supplies that an underlying fund whose
shares are bought by the Fund can be obligated to redeem shares held by the Fund solely in an quantity as much as 1% of the underlying fund’s
excellent securities throughout any interval of lower than 30 days. Shares in extra of 1% of an underlying fund’s excellent securities
subsequently, can be thought-about not readily marketable securities, which, along with different such securities, could not exceed 15% of the
Fund’s complete belongings.

Beneath sure circumstances
an underlying fund could decide to make cost of a redemption by the Fund wholly or partly by a distribution in form of securities
from its portfolio, in lieu of money, in conformity with the principles of the SEC. In such instances, the Fund could maintain securities distributed
by an underlying fund till the Adviser determines that it’s acceptable to eliminate such securities.

Funding choices by the
funding advisers of the underlying fund(s) are made independently of the Fund and the Adviser. Subsequently, the funding adviser of
one underlying fund could also be buying shares of the identical issuer whose shares are being offered by the funding adviser of one other such
fund. The outcome could be an oblique expense to the Fund with out engaging in any funding function.

Alternate Traded Funds

ETFs are sometimes passive funds
that observe their associated index and have the pliability of buying and selling like a safety. They’re managed by professionals and sometimes present
the investor with diversification, value and tax effectivity, liquidity, marginability, are helpful for hedging, have the flexibility to go lengthy
and quick, and a few present quarterly dividends. Moreover, some ETFs are unit funding trusts. Beneath sure circumstances, the
adviser could spend money on ETFs, referred to as “inverse funds,” that are designed to supply outcomes reverse to market traits. Inverse
ETFs are funds designed to rise in worth when inventory costs are falling.

ETFs have two markets. The
major market is the place establishments swap “creation items” in block-multiples of, for instance, 25,000 shares for in-kind securities
and money within the type of dividends. The secondary market is the place particular person buyers can commerce as little as a single share throughout buying and selling
hours on the change. That is totally different from open-ended mutual funds which are traded after hours as soon as the NAV is calculated. ETFs share
many comparable dangers with open-end and closed-end funds.

Overseas Securities

Investing in securities of
international corporations and nations includes sure issues and dangers that aren’t sometimes related to investing in U.S. authorities
securities and securities of home corporations. There could also be much less publicly obtainable details about a international issuer than a home
one, and international corporations aren’t usually topic to uniform accounting, auditing and monetary requirements and necessities comparable
to these relevant to U.S. corporations. There can also be much less authorities supervision and regulation of international securities exchanges, brokers
and listed corporations than exists in the US. Curiosity and dividends paid by international issuers could also be topic to withholding and
different international taxes, which can lower the web return on such investments as in comparison with dividends and curiosity paid to the Fund by home
corporations or the U.S. authorities. There could also be the potential of expropriations, seizure or nationalization of international deposits, confiscatory
taxation, political, financial or social instability or diplomatic developments that would have an effect on belongings of the Fund held in international nations.
Lastly, the institution of change controls or different international governmental legal guidelines or restrictions might adversely have an effect on the cost
of obligations.

To the extent forex change
transactions don’t totally shield the Fund towards hostile modifications in forex change charges, decreases within the worth of currencies of
the international nations during which the Fund will make investments relative to the U.S. greenback will lead to a corresponding lower within the U.S. greenback
worth of the Fund’s belongings denominated in these currencies (and presumably a corresponding enhance within the quantity of securities required
to be liquidated to satisfy distribution necessities). Conversely, will increase within the worth of currencies of the international nations during which
the Fund invests relative to the U.S. greenback will lead to a corresponding enhance within the U.S. greenback worth of the Fund’s belongings
(and presumably a corresponding lower within the quantity of securities to be liquidated).

Brief Gross sales

The Fund could promote securities
quick as an outright funding technique and to offset potential declines in lengthy positions in comparable securities. A brief sale is a transaction
during which the Fund sells a safety it doesn’t personal or have the suitable to accumulate (or that it owns however doesn’t want to ship) in anticipation
that the market worth of that safety will decline.

When the Fund makes a brief
sale, the broker-dealer by which the quick sale is made should borrow the safety offered quick and ship it to the celebration buying
the safety. The Fund is required to make a margin deposit in reference to such quick gross sales; the Fund could should pay a charge to borrow
specific securities and can usually be obligated to pay over any dividends and accrued curiosity on borrowed securities.

If the value of the safety
offered quick will increase between the time of the quick sale and the time the Fund covers its quick place, the Fund will incur a loss; conversely,
if the value declines, the Fund will notice a capital achieve. Any achieve can be decreased, and any loss elevated, by the transaction prices
described above. The profitable use of quick promoting could also be adversely affected by imperfect correlation between actions within the worth
of the safety offered quick and the securities being hedged.

To the extent the Fund sells
securities quick, it is going to present collateral to the broker-dealer and (besides within the case of quick gross sales “towards the field”)
will preserve further asset protection within the type of money, U.S. authorities securities or different liquid securities with its custodian
in a segregated account in an quantity at the least equal to the distinction between the present market worth of the securities offered quick and
any quantities required to be deposited as collateral with the promoting dealer. A brief sale is “towards the field” to the extent
the Fund contemporaneously owns, or has the suitable to acquire at no added value, securities equivalent to these offered quick.

Frequent Inventory

Frequent inventory represents an
fairness (possession) curiosity in an organization, and normally possesses voting rights and earns dividends. Dividends on widespread inventory aren’t fastened
however are declared on the discretion of the issuer. Frequent inventory usually represents the riskiest funding in an organization. As well as,
widespread inventory usually has the best appreciation and depreciation potential as a result of will increase and reduces in earnings are normally
mirrored in an organization’s inventory worth.

Most well-liked Inventory

Most well-liked inventory is a category
of inventory having a choice over widespread inventory as to the cost of dividends and the restoration of funding ought to an organization be liquidated,
though most popular inventory is normally junior to the debt securities of the issuer. Most well-liked inventory sometimes doesn’t possess voting rights
and its market worth could change primarily based on modifications in rates of interest.

A elementary threat of investing
in widespread and most popular inventory is the chance that the worth of the inventory may lower. Inventory values fluctuate in response to the actions
of a person firm or in response to normal market and/or financial situations. Traditionally, widespread shares have offered better
long-term returns and have entailed better short-term dangers than most popular shares, fixed-income securities and cash market investments.
The market worth of all securities, together with widespread and most popular shares, is predicated upon the market’s notion of worth and never
essentially the e book worth of an issuer or different goal measures of an organization’s value.

Convertible Securities

Convertible securities embrace
fastened earnings securities which may be exchanged or transformed right into a predetermined variety of shares of the issuer’s underlying widespread
inventory on the choice of the holder throughout a specified interval. Convertible securities could take the type of convertible most popular inventory,
convertible bonds or debentures, items consisting of “usable” bonds and warrants or a mixture of the options of a number of
of those securities. Convertible securities are senior to widespread shares in an issuer’s capital construction, however are normally subordinated
to comparable non-convertible securities. Whereas offering a fixed-income stream (usually larger in yield than the earnings derivable from
widespread inventory however decrease than that afforded by the same nonconvertible safety), a convertible safety additionally provides an investor the chance,
by its conversion function, to take part within the capital appreciation of the issuing firm relying upon a market worth advance
within the convertible safety’s underlying widespread inventory.

Bonds

A bond is an interest-bearing
safety issued by a U.S. or non-U.S. firm, or U.S. or non-U.S. governmental unit. The issuer of a bond has a contractual obligation
to pay curiosity at a acknowledged price on particular dates and to repay principal (the bond’s face worth) periodically or on a specified
maturity date. Bonds usually are utilized by companies and governments to borrow cash from buyers.

An issuer could have the suitable
to redeem or “name” a bond earlier than maturity, during which case a fund could should reinvest the proceeds at decrease market charges.
Equally, a fund could should reinvest curiosity earnings or funds obtained when bonds mature, typically at decrease market charges. Most bonds
bear curiosity earnings at a “coupon” price that’s fastened for the lifetime of the bond. The worth of a fixed-rate bond normally rises
when market rates of interest fall, and falls when market rates of interest rise. Accordingly, a fixed-rate bond’s yield (earnings as a
p.c of the bond’s present worth) could differ from its coupon price as its worth rises or falls. When an investor purchases a fixed-rate
bond at a worth that’s better than its face worth, the investor is buying the bond at a premium. Conversely, when an investor purchases
a fixed-rate bond at a worth that’s lower than its face worth, the investor is buying the bond at a reduction. Fastened-rate bonds that
are bought at a reduction pay much less present earnings than securities with comparable yields which are bought at face worth, with the
outcome that costs for such fixed-rate securities might be extra unstable than costs for such securities which are bought at face worth.
Different forms of bonds bear curiosity at an rate of interest that’s adjusted periodically. Rates of interest on “floating price” or
“variable price” bonds could also be larger or decrease than present market charges for fixed-rate bonds of comparable high quality with comparable
remaining maturities.

Due to their adjustable
rates of interest, the worth of “floating price” or “variable price” bonds fluctuates a lot much less in response to market
rate of interest actions than the worth of fixed-rate bonds, however their worth could decline if their rates of interest don’t rise as a lot, or
as shortly, as rates of interest on the whole. The Fund could deal with a few of these bonds as having a shorter maturity for functions of calculating
the weighted common maturity of its funding portfolio. Usually, costs of upper high quality points are likely to fluctuate much less with modifications
in market rates of interest than costs of decrease high quality points and costs of longer maturity points are likely to fluctuate greater than costs of
shorter maturity points. Bonds could also be senior or subordinated obligations. Senior obligations usually have the primary declare on an organization’s
earnings and belongings and, within the occasion of liquidation, are paid earlier than subordinated obligations. Bonds could also be unsecured (backed solely by
the issuer’s normal creditworthiness) or secured (backed by specified collateral).

Company Bonds

The funding return of company
bonds displays curiosity earned on the safety and modifications available in the market worth of the safety. The market worth of a company bond could
be affected by modifications available in the market price of curiosity, the credit standing of the company, the company’s efficiency and perceptions
of the company within the market. There’s a threat that the issuers of the securities could not be capable to meet their obligations on
curiosity or principal funds on the time known as for by an instrument.

Actual Property Funding Trusts

The Fund could spend money on securities
of actual property funding trusts (“REITs”). REITs are publicly traded companies or trusts focusing on buying,
holding and managing residential, business or industrial actual property. A REIT just isn’t taxed on the entity stage on earnings distributed
to its shareholders or unitholders if it distributes to shareholders or unitholders at the least 95% of its taxable earnings for every taxable
yr and complies with regulatory necessities regarding its group, possession, belongings and earnings.

REITs usually might be categorized
as “Fairness REITs”, “Mortgage REITs” and “Hybrid REITs.” An Fairness REIT invests nearly all of its
belongings straight in actual property and derives its earnings primarily from rents and from capital positive aspects on actual property appreciation, which
are realized by property gross sales. A Mortgage REIT invests nearly all of its belongings in actual property mortgage loans and providers its
earnings primarily from curiosity funds. A Hybrid REIT combines the traits of an Fairness REIT and a Mortgage REIT. Though the
Fund can spend money on all three sorts of REITs, its emphasis is anticipated to be on investments in Fairness REITs.

Investments in the true property
trade contain specific dangers. The true property trade has been topic to substantial fluctuations and declines on a neighborhood, regional
and nationwide foundation previously and should proceed to be sooner or later. Actual property values and earnings from actual property proceed to be
sooner or later. Actual property values and earnings from actual property could decline resulting from normal and native financial situations, overbuilding
and elevated competitors, will increase in property taxes and working bills, modifications in zoning legal guidelines, casualty or condemnation losses,
regulatory limitations on rents, modifications in neighborhoods and in demographics, will increase in market rates of interest, or different elements. Elements
reminiscent of these could adversely have an effect on corporations that personal and function actual property straight, corporations that lend to such corporations, and corporations
that service the true property trade.

Investments in REITs additionally contain
dangers. Fairness REITs can be affected by modifications within the values of and earnings from the properties they personal, whereas Mortgage REITs could also be
affected by the credit score high quality of the mortgage loans they maintain. As well as, REITs are depending on specialised administration abilities and
on their skill to generate money move for working functions and to make distributions to shareholders or unitholders REITs could have
restricted diversification and are topic to dangers related to acquiring financing for actual property, in addition to to the chance of self-liquidation.
REITs additionally might be adversely affected by their failure to qualify for tax-free pass-through remedy of their earnings underneath the Inner
Income Code of 1986, as amended, or their failure to take care of an exemption from registration underneath the 1940 Act. By investing in REITs
not directly by the Fund, a shareholder bears not solely a proportionate share of the bills of the Fund, but additionally could not directly bear
comparable bills of among the REITs during which it invests.

Warrants

Warrants are choices to buy
widespread inventory at a selected worth (normally at a premium above the market worth of the optioned widespread inventory at issuance) legitimate for a selected
time period. Warrants could have a life starting from lower than one yr to twenty years, or they could be perpetual. Nevertheless, most warrants
have expiration dates after which they’re nugatory. As well as, a warrant is nugatory if the market worth of the widespread inventory does
not exceed the warrant’s train worth through the lifetime of the warrant. Warrants don’t have any voting rights, pay no dividends, and have
no rights with respect to the belongings of the company issuing them. The proportion enhance or lower available in the market worth of the warrant
could are usually better than the proportion enhance or lower available in the market worth of the optioned widespread inventory.

Depositary Receipts

Sponsored and unsponsored American
Depositary Receipts (“ADRs”) are receipts issued by an American financial institution or belief firm evidencing possession of underlying securities
issued by a international issuer. ADRs, in registered type, are designed to be used in U.S. securities markets. Unsponsored ADRs could also be created
with out the participation of the international issuer. Holders of those ADRs usually bear all the prices of the ADR facility, whereas international
issuers sometimes bear sure prices in a sponsored ADR. The financial institution or belief firm depositary of an unsponsored ADR could also be underneath no obligation
to distribute shareholder communications obtained from the international issuer or to cross by voting rights. Most of the dangers described
under concerning international securities apply to investments in ADRs.

Rising Markets Securities

Investing in rising market
securities imposes dangers totally different from, or better than, dangers of investing in international developed nations. These dangers embrace: smaller
market capitalization of securities markets, which can undergo intervals of relative illiquidity; vital worth volatility; restrictions
on international funding; potential repatriation of funding earnings and capital. As well as, international buyers could also be required to register
the proceeds of gross sales; future financial or political crises might result in worth controls, pressured mergers, expropriation or confiscatory
taxation, seizure, nationalization, or creation of presidency monopolies. The currencies of rising market nations could expertise vital
declines towards the U.S. greenback, and devaluation could happen subsequent to investments in these currencies by the Fund. Inflation and speedy
fluctuations in inflation charges have had, and should proceed to have, damaging results on the economies and securities markets of sure
rising market nations.

Further dangers of rising
markets securities could embrace: better social, financial and political uncertainty and instability; extra substantial governmental involvement
within the economic system; much less governmental supervision and regulation; unavailability of forex hedging methods; corporations which are newly
organized and small; variations in auditing and monetary reporting requirements, which can lead to unavailability of fabric data
about issuers; and fewer developed authorized techniques. As well as, rising securities markets could have totally different clearance and settlement
procedures, which can be unable to maintain tempo with the quantity of securities transactions or in any other case make it troublesome to interact in such
transactions. Settlement issues could trigger the Fund to overlook enticing funding alternatives, maintain a portion of its belongings in money
pending funding, or be delayed in disposing of a portfolio safety. Such a delay might lead to potential legal responsibility to a purchaser
of the safety.

Certificates of Deposit and Bankers’
Acceptances

Certificates of deposit are
receipts issued by a depository establishment in change for the deposit of funds. The issuer agrees to pay the quantity deposited plus curiosity
to the bearer of the receipt on the date specified on the certificates. The certificates normally might be traded within the secondary market prior
to maturity. Bankers’ acceptances sometimes come up from short-term credit score preparations designed to allow companies to acquire funds
to finance business transactions. Usually, an acceptance is a time draft drawn on a financial institution by an exporter or an importer to acquire a
acknowledged quantity of funds to pay for particular merchandise. The draft is then “accepted” by a financial institution that, in impact, unconditionally
ensures to pay the face worth of the instrument on its maturity date. The acceptance could then be held by the accepting financial institution as an incomes
asset or it could be offered within the secondary market on the going price of low cost for a selected maturity. Though maturities for acceptances
might be so long as 270 days, most acceptances have maturities of six months or much less.

Industrial Paper

Industrial paper consists of
short-term (normally from 1 to 270 days) unsecured promissory notes issued by companies with a purpose to finance their present operations.
It might be secured by letters of credit score, a surety bond or different types of collateral. Industrial paper is normally repaid at maturity by
the issuer from the proceeds of the issuance of recent business paper. Because of this, funding in business paper is topic to the chance
the issuer can not situation sufficient new business paper to fulfill its excellent business paper, often known as rollover threat. Industrial
paper could grow to be illiquid or could undergo from decreased liquidity in sure circumstances. Like all fastened earnings securities, business
paper costs are prone to fluctuations in rates of interest. If rates of interest rise, business paper costs will decline. The short-term
nature of a business paper funding makes it much less prone to rate of interest threat than many different fastened earnings securities as a result of
rate of interest threat sometimes will increase as maturity lengths enhance. Industrial paper tends to yield smaller returns than longer-term
company debt as a result of securities with shorter maturities sometimes have decrease efficient yields than these with longer maturities. As
with all fastened earnings securities, there’s a likelihood that the issuer will default on its business paper obligation.

Info on Time Deposits and Variable Fee
Notes

Time deposits are issued by
a depository establishment in change for the deposit of funds. The issuer agrees to pay the quantity deposited plus curiosity to the depositor
on the date specified with respect to the deposit. Time deposits don’t commerce within the secondary market previous to maturity. Nevertheless, some
time deposits could also be redeemable previous to maturity and could also be topic to withdrawal penalties.

The business paper obligations
are sometimes unsecured and should embrace variable price notes. The character and phrases of a variable price notice (i.e., a “Grasp Word”)
allow the Fund to speculate fluctuating quantities at various charges of curiosity pursuant to a direct association between the Fund and the issuer.
It permits every day modifications within the quantities invested. The Fund, sometimes, has the suitable at any time to extend, as much as the complete quantity acknowledged
within the notice settlement, or to lower the quantity excellent underneath the notice. The issuer could prepay at any time and with out penalty any
a part of or the complete quantity of the notice. The notice could or might not be backed by a number of financial institution letters of credit score. As a result of these notes are
direct funding preparations between the Fund and the issuer, it isn’t usually contemplated that they are going to be traded; furthermore, there
is at present no secondary marketplace for them. Besides as particularly offered within the Prospectus, there is no such thing as a limitation on the kind of issuer
from whom these notes could also be bought; nonetheless, in reference to such buy and on an ongoing foundation, the Adviser will think about the
incomes energy, money move and different liquidity ratios of the issuer, and its skill to pay principal and curiosity on demand, together with
a state of affairs during which all holders of such notes made demand concurrently. Variable price notes are topic to the Fund’s funding
restriction on illiquid securities except such notes might be put again to the issuer (redeemed) on demand inside seven days.

Insured Financial institution Obligations

The Federal Deposit Insurance coverage
Company (“FDIC”) insures the deposits of federally insured banks and financial savings and mortgage associations (collectively referred
to as “banks”) as much as $250,000. The Fund could elect to buy financial institution obligations in small quantities in order to be totally insured
as to principal by the FDIC. At present, to stay totally insured as to principal, these investments have to be restricted to $250,000 per financial institution;
if the principal quantity and accrued curiosity collectively exceed $250,000, the surplus principal and accrued curiosity won’t be insured.
Insured financial institution obligations could have restricted marketability.

Closed-Finish Funding Corporations

The Fund could make investments its belongings
in closed-end funding corporations (or “closed-end funds”), topic to the funding restrictions set forth above. Shares
of closed-end funds are sometimes supplied to the general public in a one-time preliminary public providing by a bunch of underwriters who retain a
unfold or underwriting fee of between 4% or 6% of the preliminary public providing worth. Such securities are then listed for buying and selling
on the NYSE Arca, Inc. the Nationwide Affiliation of Securities Sellers Automated Citation System (generally referred to as “NASDAQ”)
or, in some instances, could also be traded in different over-the-counter markets. As a result of the shares of closed-end funds can’t be redeemed upon demand
to the issuer just like the shares of an open-end funding firm (such because the Fund), buyers search to purchase and promote shares of closed-end
funds within the secondary market.

The Fund usually will buy
shares of closed-end funds solely within the secondary market. The Fund will incur regular brokerage prices on such purchases just like the bills
the Fund would incur for the acquisition of securities of some other kind of issuer within the secondary market. The Fund could, nonetheless, additionally buy
securities of a closed-end fund in an preliminary public providing when, within the opinion of the Adviser, primarily based on a consideration of the character
of the closed-end fund’s proposed investments, the prevailing market situations and the extent of demand for such securities, they
symbolize a sexy alternative for progress of capital. The preliminary providing worth sometimes will embrace a supplier unfold, which can
be larger than the relevant brokerage value if the Fund bought such securities within the secondary market.

The shares of many closed-end
funds, after their preliminary public providing, incessantly commerce at a worth per share, which is lower than the web asset worth per share, the
distinction representing the “market low cost” of such shares. This market low cost could also be due partially to the funding goal
of long-term appreciation, which is sought by many closed-end funds, in addition to to the truth that the shares of closed-end funds aren’t
redeemable by the holder upon demand to the issuer on the subsequent decided internet asset worth however quite are topic to the ideas of
provide and demand within the secondary market. A relative lack of secondary market purchasers of closed-end fund shares additionally could contribute
to such shares buying and selling at a reduction to their internet asset worth.

The Fund could spend money on shares
of closed-end funds which are buying and selling at a reduction to internet asset worth or at a premium to NAV. There might be no assurance that the market
low cost on shares of any closed-end fund bought by the Fund will ever lower. In reality, it’s potential that this market low cost
could enhance and the Fund could undergo realized or unrealized capital losses resulting from additional decline available in the market worth of the securities
of such closed-end funds, thereby adversely affecting the web asset worth of the Fund’s shares. Equally, there might be no assurance
that any shares of a closed-end fund bought by the Fund at a premium will proceed to commerce at a premium or that the premium won’t
lower subsequent to a purchase order of such shares by the Fund.

Closed-end funds could situation
senior securities (together with most popular inventory and debt obligations) for the aim of leveraging the closed-end fund’s widespread shares
in an try to reinforce the present return to such closed-end fund’s widespread shareholders. The Fund’s funding within the widespread
shares of closed-end funds which are financially leveraged could create a possibility for better complete return on its funding, however at
the identical time could also be anticipated to exhibit extra volatility in market worth and internet asset worth than an funding in shares of funding
corporations with no leveraged capital construction.

United States Authorities Obligations

These consist of varied varieties
of marketable securities issued by the US Treasury, i.e., payments, notes and bonds. Such securities are direct obligations of
the US authorities and differ primarily within the size of their maturity. Treasury payments, probably the most incessantly issued marketable
authorities safety, have a maturity of as much as one yr and are issued on a reduction foundation.

Debt Issued by United States Authorities Companies

These include debt securities
issued by companies and instrumentalities of the US authorities, together with the assorted forms of devices at present excellent
or which can be supplied sooner or later. Companies embrace, amongst others, the Federal Housing Administration, Authorities Nationwide Mortgage
Affiliation (“Ginnie Mae”), Farmer’s Residence Administration, Export-Import Financial institution of the US, Maritime Administration,
and Common Companies Administration. Instrumentalities embrace, for instance, every of the Federal Residence Mortgage Banks, the Nationwide Financial institution for
Cooperatives, the Federal Residence Mortgage Mortgage Company (“Freddie Mac”), the Farm Credit score Banks, the Federal Nationwide Mortgage
Affiliation (“Fannie Mae”), and the US Postal Service. These securities are both: (i) backed by the complete religion
and credit score of the US authorities (e.g., United States Treasury Payments); (ii) assured by the US Treasury (e.g.,
Ginnie Mae mortgage-backed securities); (iii) supported by the issuing company’s or instrumentality’s proper to borrow from
the US Treasury (e.g., Fannie Mae Low cost Notes); or (iv) supported solely by the issuing company’s or instrumentality’s
personal credit score (e.g., Tennessee Valley Affiliation).

Authorities-related guarantors
(i.e. not backed by the complete religion and credit score of the US Authorities) embrace Fannie Mae and Freddie Mac. Fannie Mae is a government-sponsored
company owned solely by personal stockholders. It’s topic to normal regulation by the Secretary of Housing and City Growth.
Fannie Mae purchases standard (i.e., not insured or assured by any authorities company) residential mortgages from an inventory of authorized
vendor/servicers which embrace state and federally chartered financial savings and mortgage associations, mutual financial savings banks, business banks and
credit score unions and mortgage bankers. Go-through securities issued by Fannie Mae are assured as to well timed cost of principal and
curiosity by Fannie Mae however aren’t backed by the complete religion and credit score of the US Authorities.

Freddie Mac was created by
Congress in 1970 for the aim of accelerating the provision of mortgage credit score for residential housing. It’s a government-sponsored
company previously owned by the twelve Federal Residence Mortgage Banks and now owned solely by personal stockholders. Freddie Mac points participation
certificates (“PCs”), which symbolize pursuits in standard mortgages from Freddie Mac’s nationwide portfolio. Freddie
Mac ensures the well timed cost of curiosity and supreme assortment of principal, however PCs aren’t backed by the complete religion and credit score
of the US Authorities. Industrial banks, financial savings and mortgage establishments, personal mortgage insurance coverage corporations, mortgage bankers
and different secondary market issuers additionally create pass-through swimming pools of standard residential mortgage loans. Such issuers could, as well as,
be the originators and/or servicers of the underlying mortgage loans in addition to the guarantors of the mortgage-related securities. Swimming pools
created by such nongovernmental issuers usually supply the next price of curiosity than authorities and government-related swimming pools as a result of
there are not any direct or oblique authorities or company ensures of funds within the former swimming pools. Nevertheless, well timed cost of curiosity and
principal of those swimming pools could also be supported by varied types of insurance coverage or ensures, together with particular person mortgage, title, pool and hazard
insurance coverage and letters of credit score. The insurance coverage and ensures are issued by governmental entities, personal insurers and the mortgage poolers.

Securities Choices

The Fund could buy and write
(i.e., promote) put and name choices. Such choices could relate to specific securities or inventory indices, and should or might not be listed
on a home or international securities change and should or might not be issued by the Choices Clearing Company. Choices buying and selling is a extremely
specialised exercise that entails better than extraordinary funding threat. Choices could also be extra unstable than the underlying devices,
and subsequently, on a proportion foundation, an funding in choices could also be topic to better fluctuation than an funding within the underlying
devices themselves.

A name choice for a selected
safety provides the purchaser of the choice the suitable to purchase, and the author (vendor) the duty to promote, the underlying safety at
the acknowledged train worth at any time previous to the expiration of the choice, whatever the market worth of the safety. The premium
paid to the author is in consideration for enterprise the duty underneath the choice contract. A put choice for a selected safety
provides the purchaser the suitable to promote the safety on the acknowledged train worth at any time previous to the expiration date of the choice,
whatever the market worth of the safety.

Inventory index choices are put
choices and name choices on varied inventory indices. In most respects, they’re equivalent to listed choices on widespread shares. The first
distinction between inventory choices and index choices happens when index choices are exercised. Within the case of inventory choices, the underlying
safety, widespread inventory, is delivered. Nevertheless, upon the train of an index choice, settlement doesn’t happen by supply of the securities
comprising the index. The choice holder who workout routines the index choice receives an amount of money if the closing stage of the inventory index
upon which the choice is predicated is bigger than, within the case of a name, or lower than, within the case of a put, the train worth of the choice.
This amount of money is the same as the distinction between the closing worth of the inventory index and the train worth of the choice expressed
in {dollars} occasions a specified a number of. A inventory index fluctuates with modifications available in the market worth of the shares included within the index.
For instance, some inventory index choices are primarily based on a broad market index, such because the Commonplace & Poor’s 500^® Index or the
Worth Line Composite Index or a narrower market index, such because the Commonplace & Poor’s 100^®. Indices can also be primarily based on
an trade or market section, such because the NYSE Arca Oil and Gasoline Index or the Pc and Enterprise Tools Index. Choices on inventory
indices are at present traded on the Chicago Board Choices Alternate, the New York Inventory Alternate and the NASDAQ PHLX.

The Fund’s obligation
to promote an instrument topic to a name choice written by it, or to buy an instrument topic to a put choice written by it, could
be terminated previous to the expiration date of the choice by the Fund’s execution of a closing buy transaction, which is effected
by buying on an change an choice of the identical sequence (i.e., similar underlying instrument, train worth and expiration date)
as the choice beforehand written. A closing buy transaction will ordinarily be effected to understand a revenue on an excellent choice,
to stop an underlying instrument from being known as, to allow the sale of the underlying instrument or to allow the writing of a brand new
choice containing totally different phrases on such underlying instrument. The price of such a liquidation buy plus transactions prices could also be
better than the premium obtained upon the unique choice, during which occasion the Fund could have paid a loss within the transaction. There may be
no assurance {that a} liquid secondary market will exist for any specific choice. An choice author unable to impact a closing buy
transaction won’t be able to promote the underlying instrument or liquidate the belongings held in a segregated account, as described under,
till the choice expires or the optioned instrument is delivered upon train. In such circumstances, the author can be topic to the
threat of market decline or appreciation within the instrument throughout such interval.

If an choice bought by the
Fund expires unexercised, the Fund realizes a loss equal to the premium paid. If the Fund enters right into a closing sale transaction on an
choice bought by it, the Fund will notice a achieve if the premium obtained by the Fund on the closing transaction is greater than the premium
paid to buy the choice, or a loss whether it is much less. If an choice written by the Fund expires on the stipulated expiration date or if
the Fund enters right into a closing buy transaction, it is going to notice a achieve (or loss if the price of a closing buy transaction exceeds
the web premium obtained when the choice is offered). If an choice written by the Fund is exercised, the proceeds of the sale can be elevated
by the web premium initially obtained and the Fund will notice a achieve or loss.

Sure Dangers Concerning Choices

There are a number of dangers related
with transactions in choices. For instance, there are vital variations between the securities and choices markets that would outcome
in an imperfect correlation between these markets, inflicting a given transaction to not obtain its goals. As well as, a liquid secondary
marketplace for specific choices, whether or not traded over-the-counter or on an change, could also be absent for causes which embrace the next:
there could also be inadequate buying and selling curiosity in sure choices; restrictions could also be imposed by an change on opening transactions or closing
transactions or each; buying and selling halts, suspensions or different restrictions could also be imposed with respect to specific lessons or sequence of
choices or underlying securities or currencies; uncommon or unexpected circumstances could interrupt regular operations on an change; the
services of an change or the Choices Clearing Company could not always be ample to deal with present buying and selling worth; or one
or extra exchanges might, for financial or different causes, determine or be compelled at some future date to discontinue the buying and selling of choices
(or a selected class or sequence of choices), during which occasion the secondary market on that change (or in that class or sequence of choices)
would stop to exist, though excellent choices that had been issued by the Choices Clearing Company because of trades on that
change would proceed to be exercisable in accordance with their phrases.

Profitable use by the Fund
of choices on inventory indices can be topic to the flexibility of the Adviser to accurately predict actions within the instructions of the inventory
market. This requires totally different abilities and methods than predicting modifications within the costs of particular person securities. As well as, the
Fund’s skill to successfully hedge all or a portion of the securities in its portfolio, in anticipation of or throughout a market decline,
by transactions in put choices on inventory indices, is determined by the diploma to which worth actions within the underlying index correlate
with the value actions of the securities held by the Fund. In as a lot because the Fund’s securities won’t duplicate the elements
of an index, the correlation won’t be excellent. Consequently, the Fund bears the chance that the costs of its securities being hedged
won’t transfer in the identical quantity as the costs of its put choices on the inventory indices. It is usually potential that there could also be a damaging
correlation between the index and the Fund’s securities that will lead to a loss on each such securities and the choices on inventory
indices acquired by the Fund.

The hours of buying and selling for choices
could not conform to the hours throughout which the underlying securities are traded. To the extent that the choices markets shut earlier than the
markets for the underlying securities, vital worth and price actions can happen within the underlying markets that can’t be mirrored
within the choices markets. The acquisition of choices is a extremely specialised exercise that includes funding methods and dangers totally different
from these related to extraordinary portfolio securities transactions. The acquisition of inventory index choices includes the chance that the
premium and transaction prices paid by the Fund in buying an choice can be misplaced because of unanticipated actions in costs of
the securities comprising the inventory index on which the choice is predicated.

There isn’t any assurance that
a liquid secondary market on an choices change will exist for any specific choice, or at any specific time, and for some choices
no secondary market on an change or elsewhere could exist. If the Fund is unable to shut out a name choice on securities that it has
written earlier than the choice is exercised, the Fund could also be required to buy the optioned securities with a purpose to fulfill its obligation
underneath the choice to ship such securities. If the Fund is unable to impact a closing sale transaction with respect to choices on securities
that it has bought, it must train the choice with a purpose to notice any revenue and would incur transaction prices upon the
buy and sale of the underlying securities.

Cowl for Choices Positions

Transactions utilizing choices
(apart from choices that the Fund has bought) expose the Fund to an obligation to a different celebration. The Fund won’t enter into any such
transactions except it owns both (i) an offsetting (“coated”) place in securities or different choices or (ii) money or liquid
securities with a price enough always to cowl its potential obligations not coated as offered in (i) above. The Fund will
adjust to SEC tips concerning cowl for these devices and, if the rules so require, put aside money or liquid securities
in a segregated account with the Fund’s custodian within the prescribed quantity. Beneath present SEC tips, the Fund will segregate
belongings to cowl transactions during which the Fund writes or sells choices.

Belongings used as cowl or held
in a segregated account can’t be offered whereas the place within the corresponding choice is open, except they’re changed with comparable belongings.
Because of this, the dedication of a big portion of the Fund’s belongings to cowl or segregated accounts might impede portfolio administration
or the Fund’s skill to satisfy redemption requests or different present obligations.

Choices on Futures Contracts

The Fund could buy and promote
choices on the identical forms of futures during which it could make investments. Choices on futures are just like choices on underlying devices besides
that choices on futures give the purchaser the suitable, in return for the premium paid, to imagine a place in a futures contract (an extended
place if the choice is a name and a brief place if the choice is a put), quite than to buy or promote the futures contract, at
a specified train worth at any time through the interval of the choice. Upon train of the choice, the supply of the futures place
by the author of the choice to the holder of the choice can be accompanied by the supply of the gathered steadiness within the author’s
futures margin account which represents the quantity by which the market worth of the futures contract, at train, exceeds (within the case
of a name) or is lower than (within the case of a put) the train worth of the choice on the futures contract. Purchasers of choices who
fail to train their choices previous to the train date undergo a lack of the premium paid.

Seller Choices

The Fund could have interaction in transactions
involving supplier choices in addition to exchange-traded choices. Sure further dangers are particular to supplier choices. Whereas the Fund may
look to a clearing company to train exchange-traded choices, if the Fund had been to buy a supplier choice it might have to rely
on the supplier from which it bought the choice to carry out if the choice had been exercised. Failure by the supplier to take action would outcome
within the lack of the premium paid by the Fund in addition to lack of the anticipated advantage of the transaction.

Alternate traded choices usually
have a steady liquid market whereas supplier choices could not. Consequently, the Fund could usually be capable to notice the worth of a supplier
choice it has bought solely by exercising or reselling the choice to the supplier who issued it. Equally, when the Fund writes a supplier
choice, it could usually be capable to shut out the choice previous to its expiration solely by getting into right into a closing buy transaction
with the supplier to whom the Fund initially wrote the choice. Whereas the Fund will search to enter into supplier choices solely with sellers
who will comply with and that are anticipated to be able to getting into into closing transactions with the Fund, there might be no assurance
that the Fund will at any time be capable to liquidate a supplier choice at a positive worth at any time previous to expiration. Until the Fund,
as a coated supplier name choice author, is ready to impact a closing buy transaction, it won’t be able to liquidate securities
(or different belongings) used as cowl till the choice expires or is exercised. Within the occasion of insolvency of the opposite celebration, the Fund could
be unable to liquidate a supplier choice. With respect to choices written by the Fund, the shortcoming to enter right into a closing transaction
could lead to materials losses to the Fund. For instance, as a result of the Fund should preserve a secured place with respect to any name choice
on a safety it writes, the Fund could not promote the belongings, which it has segregated to safe the place whereas it’s obligated underneath
the choice. This requirement could impair the Fund’s skill to promote portfolio securities at a time when such sale is perhaps advantageous.

The Employees of the SEC has taken
the place that bought supplier choices are illiquid securities. The Fund could deal with the duvet used for written supplier choices as liquid
if the supplier agrees that the Fund could repurchase the supplier choice it has written for a most worth to be calculated by a predetermined
method. In such instances, the supplier choice could be thought-about illiquid solely to the extent the utmost buy worth underneath the method
exceeds the intrinsic worth of the choice. Accordingly, the Fund will deal with supplier choices as topic to the Fund’s limitation on
illiquid securities. If the SEC modifications its place on the liquidity of supplier choices, the Fund will change its remedy of such devices
accordingly.

Unfold Transactions

The Fund could buy coated
unfold choices from securities sellers. These coated unfold choices aren’t presently exchange-listed or exchange-traded. The acquisition
of a ramification choice provides the Fund the suitable to place securities that it owns at a set greenback unfold or fastened yield unfold in relationship
to a different safety that the Fund doesn’t personal, however which is used as a benchmark. The chance to the Fund, along with the dangers of supplier
choices described above, is the price of the premium paid in addition to any transaction prices. The acquisition of unfold choices can be used
to guard the Fund towards hostile modifications in prevailing credit score high quality spreads, i.e., the yield unfold between top quality and
decrease high quality securities. This safety is offered solely through the lifetime of the unfold choices.

Repurchase Agreements

The Fund could enter into repurchase
agreements. In a repurchase settlement, an investor (such because the Fund) purchases a safety (referred to as the “underlying safety”)
from a securities supplier or financial institution. Any such supplier or financial institution have to be deemed creditworthy by the Adviser. At the moment, the financial institution or securities
supplier agrees to repurchase the underlying safety at a mutually agreed upon worth on a delegated future date. The repurchase worth
could also be larger than the acquisition worth, the distinction being earnings to the Fund, or the acquisition and repurchase costs stands out as the similar,
with curiosity at an agreed upon price as a result of Fund on repurchase. In both case, the earnings to the Fund usually can be unrelated
to the rate of interest on the underlying securities. Repurchase agreements have to be “totally collateralized,” in that the market
worth of the underlying securities (together with accrued curiosity) should always be equal to or better than the repurchase worth. Subsequently,
a repurchase settlement might be thought-about a mortgage collateralized by the underlying securities.

Repurchase agreements are usually
for a brief time period, usually lower than every week, and can usually be utilized by the Fund to speculate extra money or as a part of a short lived
defensive technique. Repurchase agreements that don’t present for cost inside seven days can be handled as illiquid securities. In
the occasion of a chapter or different default by the vendor of a repurchase settlement, the Fund might expertise each delays in liquidating
the underlying safety and losses. These losses might outcome from: (a) potential decline within the worth of the underlying safety whereas
the Fund is searching for to implement its rights underneath the repurchase settlement; (b) potential decreased ranges of earnings or lack of entry to earnings
throughout this era; and (c) bills of implementing its rights.

Buying and selling in Futures Contracts

A futures contract supplies
for the long run sale by one celebration and buy by one other celebration of a specified quantity of a selected monetary instrument (e.g., items of
a inventory index) for a specified worth, date, time and place designated on the time the contract is made. Brokerage charges are paid when a
futures contract is purchased or offered and margin deposits have to be maintained. Coming into right into a contract to purchase is usually known as
shopping for or buying a contract or holding an extended place. Coming into right into a contract to promote is usually known as promoting a contract
or holding a brief place.

Not like when the Fund purchases
or sells a safety, no worth could be paid or obtained by the Fund upon the acquisition or sale of a futures contract. Upon getting into into
a futures contract, and to take care of the Fund’s open positions in futures contracts, the Fund could be required to deposit with its
custodian or futures dealer in a segregated account within the identify of the futures dealer an amount of money, U.S. authorities securities, appropriate
cash market devices, or different liquid securities, referred to as “preliminary margin.” The margin required for a selected futures
contract is ready by the change on which the contract is traded, and could also be considerably modified occasionally by the change throughout
the time period of the contract. Futures contracts are typically bought and offered on margins that will vary upward from lower than 5% of the
worth of the contract being traded.

If the value of an open futures
contract modifications (by enhance in underlying instrument or index within the case of a sale or by lower within the case of a purchase order) in order that
the loss on the futures contract reaches some extent at which the margin on deposit doesn’t fulfill margin necessities, the dealer will
require a rise within the margin. Nevertheless, if the worth of a place will increase due to favorable worth modifications within the futures contract
in order that the margin deposit exceeds the required margin, the dealer can pay the surplus to the Fund.

These subsequent funds,
known as “variation margin,” to and from the futures dealer, are made each day as the value of the underlying belongings fluctuate
making the lengthy and quick positions within the futures contract roughly priceless, a course of referred to as “marking to the market.”
The Fund expects to earn curiosity earnings on margin deposits.

Though sure futures contracts,
by their phrases, require precise future supply of and cost for the underlying devices, in follow most futures contracts are normally
closed out earlier than the supply date. Closing out an open futures contract buy or sale is effected by getting into into an offsetting
futures contract sale or buy, respectively, for a similar combination quantity of the equivalent underlying instrument or index and the
similar supply date. If the offsetting buy worth is lower than the unique sale worth, the Fund realizes a achieve; whether it is extra, the
Fund realizes a loss. Conversely, if the offsetting sale worth is greater than the unique buy worth, the Fund realizes a achieve; if
it’s much less, the Fund realizes a loss. The transaction prices should even be included in these calculations. There might be no assurance, nonetheless,
that the Fund will be capable to enter into an offsetting transaction with respect to a selected futures contract at a selected time.
If the Fund just isn’t capable of enter into an offsetting transaction, the Fund will proceed to be required to take care of the margin deposits
on the futures contract.

For instance, one contract in
the Monetary Instances Inventory Alternate 100 Index future is a contract to purchase 25 kilos sterling multiplied by the extent of the UK Monetary
Instances 100 Share Index on a given future date. Settlement of a inventory index futures contract could or might not be within the underlying instrument
or index. If not within the underlying instrument or index, then settlement can be made in money, equal over time to the distinction between
the contract worth and the precise worth of the underlying asset on the time the inventory index futures contract expires.

Regulation as a Commodity Pool Operator

The Adviser is registered with
the Nationwide Futures Affiliation as a commodity pool operator underneath the Commodity Alternate Act, as amended, and the principles of the Commodity
Futures Buying and selling Fee promulgated thereunder. The Adviser, on behalf of the Fund, has filed with the Nationwide Futures Affiliation,
a discover claiming an exemption from the definition of the time period “commodity pool operator” in accordance with Rule 4.5 underneath
the Commodity Alternate Act (“CEA”), as amended, and the principles of the Commodity Futures Buying and selling Fee promulgated thereunder,
with respect to the Fund’s operations. Accordingly, the Fund just isn’t topic, nor will they be topic, to registration or regulation
as a commodity pool operator underneath the CEA.

When-Issued, Ahead Commitments and Delayed Settlements

The Fund could buy and promote
securities on a when-issued, ahead dedication or delayed settlement foundation. On this occasion, the Custodian (as outlined underneath the part
entitled “Custodian”) will segregate liquid belongings equal to the quantity of the dedication in a separate account. Usually, the
Custodian will put aside portfolio securities to fulfill a purchase order dedication. In such a case, the Fund could also be required subsequently
to segregate further belongings with a purpose to guarantee that the worth of the account stays equal to the quantity of the Fund’s dedication.
It might be anticipated that the Fund’s internet belongings will fluctuate to a better diploma when it units apart portfolio securities to cowl
such buy commitments than when it units apart money.

The Fund doesn’t intend to
have interaction in these transactions for speculative functions however solely in furtherance of their funding goals. As a result of the Fund will segregate
liquid belongings to fulfill buy commitments within the method described, the Fund’s liquidity and the flexibility of the Adviser to handle
them could also be affected within the occasion the Fund’s ahead commitments, commitments to buy when-issued securities and delayed settlements
ever exceeded 15% of the worth of its internet belongings.

The Fund will buy securities
on a when-issued, ahead dedication or delayed settlement foundation solely with the intention of finishing the transaction. If deemed advisable
as a matter of funding technique, nonetheless, the Fund could eliminate or renegotiate a dedication after it’s entered into, and should promote
securities it has dedicated to buy earlier than these securities are delivered to the Fund on the settlement date. In these instances the Fund
could notice a taxable capital achieve or loss. When the Fund engages in when-issued, ahead dedication and delayed settlement transactions,
it depends on the opposite celebration to consummate the commerce. Failure of such celebration to take action could outcome within the Fund incurring a loss or lacking
a possibility to acquire a worth credited to be advantageous.

The market worth of the securities
underlying a when-issued buy, ahead dedication to buy securities, or a delayed settlement and any subsequent fluctuations
of their market worth is taken under consideration when figuring out the market worth of the Fund beginning on the day the Fund agrees to buy
the securities. The Fund doesn’t earn curiosity on the securities it has dedicated to buy till it has paid for and delivered on
the settlement date.

Illiquid and Restricted Securities

The Fund could make investments as much as 15%
of its internet belongings in illiquid securities. Illiquid securities embrace securities topic to contractual or authorized restrictions on resale
(e.g., as a result of they haven’t been registered underneath the Securities Act of 1933, as amended (the “Securities Act”)) and securities
which are in any other case not readily marketable (e.g., as a result of buying and selling within the safety is suspended or as a result of market makers don’t exist or
won’t entertain bids or presents). Securities that haven’t been registered underneath the Securities Act are known as personal placements
or restricted securities and are bought straight from the issuer or within the secondary market. Overseas securities which are freely tradable
of their principal markets aren’t thought-about to be illiquid.

Restricted and different illiquid
securities could also be topic to the potential for delays on resale and uncertainty in valuation. The Fund is perhaps unable to eliminate illiquid
securities promptly or at cheap costs and may thereby expertise problem in satisfying redemption requests from shareholders.
The Fund may need to register restricted securities with a purpose to eliminate them, leading to further expense and delay. Antagonistic
market situations might impede such a public providing of securities.

A big institutional market
exists for sure securities that aren’t registered underneath the Securities Act, together with international securities. The truth that there are
contractual or authorized restrictions on resale to most people or to sure establishments might not be indicative of the liquidity of
such investments. Rule 144A underneath the Securities Act permits such a broader institutional buying and selling marketplace for securities in any other case topic
to restrictions on resale to most people. Rule 144A establishes a “protected harbor” from the registration necessities of
the Securities Act for resale of sure securities to certified institutional consumers. Rule 144A has produced enhanced liquidity for a lot of
restricted securities, and market liquidity for such securities could proceed to increase because of this regulation and the ensuing
existence of the PORTAL system, which is an automatic system for the buying and selling, clearance and settlement of unregistered securities of home
and international issuers sponsored by NASDAQ.

Beneath tips adopted by
the Board, the Adviser could decide that exact Rule 144A securities, and business paper issued in reliance on the personal placement
exemption from registration afforded by Part 4(a)(2) of the Securities Act, are liquid though they don’t seem to be registered. A willpower
of whether or not such a safety is liquid or not is a query of truth. In making this willpower, the Adviser will think about, because it deems
acceptable underneath the circumstances and amongst different elements: (1) the frequency of trades and quotes for the safety; (2) the variety of
sellers prepared to buy or promote the safety; (3) the variety of different potential purchasers of the safety; (4) supplier undertakings
to make a market within the safety; (5) the character of the safety (e.g., debt or fairness, date of maturity, phrases of dividend or curiosity
funds, and different materials phrases) and the character of {the marketplace} trades (e.g., the time wanted to eliminate the safety, the tactic
of soliciting presents, and the mechanics of switch); and (6) the ranking of the safety and the monetary situation and prospects of
the issuer. Within the case of economic paper, the Adviser may also decide that the paper (1) just isn’t traded flat or in default as to
principal and curiosity, and (2) is rated in one of many two highest ranking classes by at the least two Nationally Acknowledged Statistical
Ranking Organizations (“NRSROs”) or, if just one NRSRO charges the safety, by that NRSRO, or, if the safety is unrated, the
Adviser determines that it’s of equal high quality.

Rule 144A securities and Part
4(a)(2) business paper which have been deemed liquid as described above will proceed to be monitored by the Adviser to find out if
the safety is not liquid as the results of modified situations. Investing in Rule 144A securities or Part 4(a)(2) business
paper might have the impact of accelerating the quantity of the Fund’s belongings invested in illiquid securities if institutional consumers
are unwilling to buy such securities.

Lending Portfolio Securities

For the aim of reaching
earnings, the Fund could lend its portfolio securities, offered (1) the mortgage is secured constantly by collateral consisting of U.S. Authorities
securities or money or money equivalents (money, U.S. Authorities securities, negotiable certificates of deposit, bankers’ acceptances
or letters of credit score) maintained on a every day mark-to-market foundation in an quantity at the least equal to the present market worth of the securities
loaned, (2) the Fund could at any time name the mortgage and procure the return of securities loaned, (3) the Fund will obtain any curiosity
or dividends obtained on the loaned securities, and (4) the mixture worth of the securities loaned won’t at any time exceed one-third
of the whole belongings of the Fund.

INVESTMENT RESTRICTIONS

The Fund has adopted the next
funding restrictions that might not be modified with out approval by a “majority of the excellent shares” of the Fund, which,
as used on this SAI, means the vote of the lesser of (a) 67% or extra of the shares of the Fund represented at a gathering, if the holders
of greater than 50% of the excellent shares of the Fund are current or represented by proxy, or (b) greater than 50% of the excellent shares
of the Fund. The Fund could not:

If a restriction on the Fund’s
investments is adhered to on the time an funding is made, a subsequent change within the proportion of Fund belongings invested in sure
securities or different devices of the Fund’s funding portfolio, ensuing from modifications within the worth of the Fund’s complete
belongings, won’t be thought-about a violation of the restriction; offered, nonetheless, that the asset protection requirement relevant to borrowings
shall be maintained within the method contemplated by relevant regulation.

With respect to elementary
funding restriction #2 above, if the Fund’s asset protection falls under 300%, the Fund will scale back borrowing inside 3 days in
order to make sure that the Fund has 300% asset protection.

The Belief has adopted a coverage
concerning the disclosure of details about the Fund’s portfolio holdings. The Fund and its service suppliers could not obtain
compensation or some other consideration (which incorporates any settlement to take care of belongings within the Fund or in different funding corporations
or accounts managed by the Adviser or any affiliated individual of the Adviser) in reference to the disclosure of portfolio holdings data
of the Fund. The Belief’s coverage is carried out and overseen by the Chief Compliance Officer of the Belief, topic to the oversight
of the Board. Periodic reviews concerning these procedures can be offered to the Board. The Belief, the Adviser and the Distributor (as
outlined under) won’t disseminate personal data in regards to the Belief. The Board should approve all materials amendments to this
coverage.

Every enterprise day, the Fund’s
portfolio holdings data will usually be offered for dissemination by the services of the Nationwide Securities Clearing
Company (“NSCC”) and/or different fee-based subscription providers to NSCC members and/or subscribers to these different fee-based
subscription providers, together with Approved Members (as outlined under), and to entities that publish and/or analyze such data
in reference to the method of buying or redeeming Creation Models or buying and selling shares of the Fund within the secondary market. This data
sometimes displays the Fund’s anticipated holdings as of the following Enterprise Day (as outlined under).

Entry to data regarding
the Fund’s portfolio holdings could also be permitted to personnel of third celebration service suppliers, together with the Fund’s custodian,
switch agent, auditors and counsel, as could also be essential to conduct enterprise within the extraordinary course in a fashion in line with such
service suppliers’ agreements with the Belief on behalf of the Fund.

Portfolio holdings data
made obtainable in reference to the creation/redemption course of could also be offered to different entities that present providers to the Fund
within the extraordinary course of enterprise after it has been disseminated to the NSCC. Once in a while, data regarding portfolio holdings
apart from portfolio holdings data made obtainable in reference to the creation/redemption course of, as mentioned above, could also be
offered to different entities that present providers to the Fund, together with ranking or rating organizations, within the extraordinary course of enterprise,
no sooner than one enterprise day following the date of the knowledge.

The Fund discloses on the Adviser’s
web site at www.simplify.us/etfs at first of every Enterprise Day the identities and portions of the securities and different belongings held
by the Fund that may type the premise of the Fund’s calculation of its NAV on that Enterprise Day. The portfolio holdings so disclosed
can be primarily based on data as of the shut of enterprise on the prior Enterprise Day and/or trades which have been accomplished previous to the
opening of enterprise on that Enterprise Day and which are anticipated to choose that Enterprise Day. The Fund can also concurrently disclose
this portfolio holdings data on to scores companies each day.

Quarterly Portfolio Schedule.
The Belief is required to reveal the entire schedule of the Fund’s portfolio holdings with the SEC on Kind N-PORT. The Belief
may also disclose a whole schedule of the Fund’s portfolio holdings with the SEC on Kind N-CSR after its second and fourth quarters.

Kind N-PORT and Kind N-CSR
for the Fund is accessible on the SEC’s web site at www.sec.gov. The Fund’s Kind N-PORT and Kind N-CSR can be found
with out cost, upon request, by calling 1 (855) 772-8488 or by writing to: Simplify Alternate Traded Funds, 54 W. fortieth Road, New York,
NY 10018.

Different Service Suppliers 

The Adviser. Personnel of the Adviser,
together with personnel liable for managing the Fund’s portfolio, could have full every day entry to Fund portfolio holdings since that
data is important to ensure that the Adviser to offer its administration, administrative, and funding providers to the Fund. As required
for functions of analyzing the influence of present and future market modifications on the costs, availability, as demand and liquidity of such
securities, in addition to for the help of portfolio managers within the buying and selling of such securities, Adviser personnel can also launch
and focus on sure portfolio holdings with varied broker-dealers.

Financial institution of New York Mellon. Financial institution of New York
Mellon is the fund accountant, administrator, switch agent and custodian for the Funds; subsequently, its personnel have full every day entry
to the Fund’s portfolio holdings since that data is important to ensure that them to offer the agreed-upon providers for the
Belief.

[___]. [___]. is the Fund’s impartial
registered public accounting agency; subsequently, its personnel have entry to the Fund’s portfolio holdings in reference to auditing
of the Fund’s annual monetary statements and offering help and session in reference to SEC filings.

Thompson Hine LLP. Thompson Hine LLP is
counsel to the Fund; subsequently, its personnel have entry to the Fund’s portfolio holdings in reference to overview of the Fund’s
annual and semi-annual shareholder reviews and SEC filings.

Additions to Record of Accepted Recipients

The Belief’s Chief Compliance
Officer is the individual accountable, and whose prior approval is required, for any disclosure of the Fund’s portfolio securities at
any time or to any individuals apart from these described above. In such instances, the recipient should have a reliable enterprise want for the
data and have to be topic to an obligation to maintain the knowledge confidential. There are not any ongoing preparations in place with respect
to the disclosure of portfolio holdings. In no occasion shall the Fund, the Adviser, or some other celebration obtain any direct or oblique compensation
in reference to the disclosure of details about the Fund’s portfolio holdings.

Compliance with Portfolio Holdings Disclosure
Procedures

The Belief’s Chief Compliance
Officer will report periodically to the Board with respect to compliance with the Fund’s portfolio holdings disclosure procedures,
and occasionally will present the Board any updates to the portfolio holdings disclosure insurance policies and procedures.

There isn’t any assurance that
the Belief’s insurance policies on disclosure of portfolio holdings will shield the Fund from the potential misuse of holdings data
by people or companies in possession of that data.

The enterprise of the Belief is
managed underneath the route of the Board in accordance with the Settlement and Declaration of Belief and the Belief’s By-laws (the
“Governing Paperwork”), which have been filed with the SEC and can be found upon request. The Board consists of 4 (4)
people, every of whom aren’t “ individuals” (as outlined underneath the 1940 Act) of the Belief or any funding adviser
to any sequence of the Belief (“Unbiased Trustees”). Pursuant to the Governing Paperwork, the Trustees shall elect officers
together with a President, a Secretary, a Treasurer, a Principal Government Officer and a Principal Accounting Officer. The Board retains the
energy to conduct, function and stick with it the enterprise of the Belief and has the ability to incur and pay any bills, which, within the opinion
of the Board, are vital or incidental to hold out any of the Belief’s functions. The Trustees, officers, staff and brokers
of the Belief, when performing in such capacities, shall not be topic to any private legal responsibility aside from his or her personal unhealthy religion, willful
misfeasance, gross negligence or reckless disregard of his or her duties.

Board Management Construction

The Belief is led by Paul Kim,
who has served because the Chairman of the Board since June 2020. The Board of Trustees is comprised of three impartial Trustees. Moreover,
underneath sure 1940 Act governance tips that apply to the Belief, the Unbiased Trustees will meet in government session, at the least
quarterly. Beneath the Governing Paperwork, the Chairman of the Board is liable for (a) presiding at board conferences, (b) calling particular
conferences on an as-needed foundation, (c) executing and administering of Belief insurance policies together with (i) setting the agendas for board conferences
and (ii) offering data to board members upfront of every board assembly and between board conferences. The Belief believes that its
Chairman, the impartial chair of the Audit Committee, and, as an entity, the complete Board, present efficient management that
is in the most effective pursuits of the Belief, its funds and every shareholder.

Board Threat Oversight

The Board has a
standing impartial Audit Committee. The Board is liable for overseeing threat administration, and the complete Board usually engages in
discussions of threat administration and receives compliance reviews that inform its oversight of threat administration from its Chief Compliance
Officer at quarterly conferences and on an ad hoc foundation, when and if vital. The Audit Committee considers monetary and reporting threat
inside its space of duties. Usually, the Board believes that its oversight of fabric dangers is sufficiently maintained by
the compliance-reporting chain the place the Chief Compliance Officer is the first recipient and communicator of such risk-related data.

Trustee {Qualifications}

Usually, the Belief believes
that every Trustee is competent to serve due to their particular person total deserves together with: (i) expertise, (ii) {qualifications}, (iii)
attributes and (iv) abilities.

Christopher Caltagirone
labored for a serious service supplier to funding managers and mutual funds for greater than 9 years, together with as a portfolio supervisor
for fastened earnings securities. His experience in fastened earnings securities and portfolio buying and selling allows Mr. Caltagirone to carry a novel
perspective to service supplier oversight for the Belief.

Craig Enders has over
20 years of expertise as a professor at two main universities. Mr. Enders research of a number of imputation and most probability and Bayesian
estimation with incomplete information allows him to offer oversight for the Belief.

Paul Kim has labored
as a senior director and vice chairman in ETF technique and product administration for over ten-years. His experience in creating ETF methods
and actively managed ETFs supplies him distinctive perception on the formation and regulatory oversight of ETFs.

Zung Nguyen has extra
than 20 years’ expertise within the funding administration trade and has in depth funding adviser expertise. Through the course
of his profession, Mr. Zung has served as a senior managing director and government wealth advisor for big advisory agency. Mr. Zung has glorious
communications abilities, in addition to a capability to work successfully with others. Mr. Zung brings a variety of viewpoint, background and
expertise to the Board.

The Belief doesn’t consider
anybody issue is determinative in assessing a Trustee’s {qualifications}, however that the collective expertise of every Trustee makes
them every extremely certified.

The next is an inventory of
the Trustees and government officers of the Belief and every individual’s principal occupation over the past 5 years. The enterprise deal with
of every Trustee and Officer is Simplify Alternate Traded Funds 54 W. fortieth Road, New York, NY 10018. All correspondence to the Trustees
and Officers ought to be directed to c/o Simplify Alternate Traded Funds 54 W. fortieth Road, New York, NY 10018.

Unbiased Trustees

Trustee and Officers

Board Committees

Audit Committee

The Board has an Audit Committee
that consists of all of the Trustees who aren’t “ individuals” of the Belief inside the that means of the 1940 Act. The Audit
Committee’s duties embrace: (i) recommending to the Board the choice, retention or termination of the Belief’s
impartial auditors; (ii) reviewing with the impartial auditors the scope, efficiency and anticipated value of their audit; (iii) discussing
with the impartial auditors sure issues regarding the Belief’s monetary statements, together with any adjustment to such monetary
statements really useful by such impartial auditors, or some other outcomes of any audit; (iv) reviewing on a periodic foundation a proper written
assertion from the impartial auditors with respect to their independence, discussing with the impartial auditors any relationships
or providers disclosed within the assertion that will influence the objectivity and independence of the Belief’s impartial auditors and
recommending that the Board take acceptable motion in response thereto to fulfill itself of the auditor’s independence; and (v)
contemplating the feedback of the impartial auditors and administration’s responses thereto with respect to the standard and adequacy
of the Belief’s accounting and monetary reporting insurance policies and practices and inner controls. The Audit Committee operates pursuant
to an Audit Committee Constitution. The Audit Committee is liable for searching for and reviewing nominee candidates for consideration as Unbiased
Trustees as is occasionally thought-about vital or acceptable. The Audit Committee usually won’t think about shareholder nominees.
The Audit Committee can also be liable for reviewing and setting Unbiased Trustee compensation occasionally when thought-about vital
or acceptable. Through the interval December 29, 2020 (graduation of operations) by June 30, 2021, the Audit Committee met two occasions.

Nominating and Company Governance Committee

The Board has a Nominating
and Governance Company Committee that consists of all of the Trustees who aren’t “ individuals” of the Belief inside
the that means of the 1940 Act. The Committee’s duties (which can even be carried out by the Board) embrace: (i) advocate
individuals to be nominated or re-nominated as Trustees in accordance with the Unbiased Trustee’s Assertion of Coverage on Standards
for Choosing Unbiased Trustees; (ii) overview the Fund’s officers, and conduct Chief Compliance Officer searches, as wanted, and
present session concerning different CCO issues, as requested; (iii) reviewing trustee {qualifications}, efficiency, and compensation;
(iv) overview periodically with the Board the scale and composition of the Board as a complete; (v) yearly consider the operations of the
Board and its Committees and help the Board in conducting its annual self-evaluation; (vi) make suggestions on the necessities
for, and technique of, Board orientation and coaching; (vii) periodically overview the Board’s company Governance insurance policies and practices
and advocate, because it deems acceptable, any modifications to the Board; (ix) contemplating any company governance points that come up from time
to time, and to develop acceptable suggestions for the Board; and (x) supervising counsel for the impartial Trustees. The Nominating
and Company Governance Committee usually won’t think about shareholder nominees. Zung Nguyen serves because the Chairman of the Committee.
The Nominating and Governance Company Committee operates pursuant to a Nominating and Governance Committee Constitution. For the interval ended
June 30, 2021, the Nominating and Company Governance Committee met as soon as.

Compensation

Every Trustee who just isn’t affiliated
with the Belief or an funding adviser to any sequence of the Belief (every an “Unbiased Trustee”) receives a yearly charge of
$100,000 paid by the Belief for his service as a Trustee of the Board. in addition to reimbursement for any cheap bills incurred for
attending usually scheduled Board and Committee conferences.

Not one of the government officers
or Trustees obtain compensation from the Belief.

The desk under particulars the
quantity of compensation the Trustees obtained from the Fund for the Fund’s preliminary fiscal interval. Every Unbiased Trustee is anticipated
to attend all quarterly conferences through the interval. The Belief doesn’t have a bonus, revenue sharing, pension or retirement plan.

Administration and Trustee Possession

As of the date of the SAI,
the Trustees and officers, as a bunch, owned no shares of a Fund or any of the Fund Complicated’s excellent shares.

The next data dietary supplements
and ought to be learn along side the part within the Prospectus entitled “Dividends, Different Distributions, and Taxes.”

Common Insurance policies

The Fund expects to declare
and distribute all of its internet funding earnings, if any, to shareholders as dividends at the least semi-annually. The Fund could distribute
such earnings dividends and capital positive aspects extra incessantly, if vital, with a purpose to scale back or get rid of federal excise or earnings taxes
on the Fund.

Dividend Distributions

Dividends and different distributions
on Shares are distributed, as described under, on a professional rata foundation to Helpful House owners of such Shares. Dividend funds are made by
DTC Members and Oblique Members to Helpful House owners then of report with proceeds obtained from the Belief.

Dividend Reinvestment Service

The Belief won’t make the
DTC book-entry dividend reinvestment service obtainable to be used by Helpful House owners for reinvestment of their money proceeds, however sure
particular person broker-dealers could make obtainable the DTC book-entry Dividend Reinvestment Service to be used by Helpful House owners of the Fund
by DTC Members for reinvestment of their dividend distributions. Buyers ought to contact their brokers to determine the provision
and outline of those providers. Helpful House owners ought to be conscious that every dealer could require buyers to stick to particular procedures
and timetables with a purpose to take part within the dividend reinvestment service and buyers ought to confirm from their brokers such vital
particulars. If this service is accessible and used, dividend distributions of each earnings and realized positive aspects can be mechanically reinvested
in further entire Shares issued by the Belief of the identical Fund at NAV per Share. Distributions reinvested in further Shares of the
Fund will nonetheless be taxable to Helpful House owners buying such further Shares to the identical extent as if such distributions had
been obtained in money.

A principal shareholder is
any one that owns (both of report or beneficially) 5% or extra of the excellent shares of a fund. A management individual is one who owns,
both straight or not directly greater than 25% of the voting securities of an organization or acknowledges the existence of management. A management
individual is one who owns beneficially or by managed corporations greater than 25% of the voting securities of an organization or acknowledged
the existence of management. As of the date of this SAI, no individual owns of report or beneficially 5% or extra of the excellent shares of
the Fund.

The Depository Belief Firm
(“DTC”) or its nominee is the report proprietor of all excellent shares and is acknowledged because the proprietor of all shares for all
functions. Buyers proudly owning shares are useful homeowners as proven on the information of DTC or its individuals.

Funding Adviser and Advisory Settlement

Simplify Asset Administration Inc.,
positioned at 54 W. fortieth Road, New York, NY 10018, serves because the Fund’s funding adviser pursuant to an funding advisory settlement
between the Belief and the Adviser (the “Administration Settlement”). The Adviser is registered with the SEC as an funding adviser
underneath the Funding Advisers Act of 1940, as amended.

Topic to the oversight of
the Board, the Adviser supplies or causes to be furnished all supervisory and different providers fairly vital for the operation of
the Fund, together with overseeing audit, portfolio accounting, authorized, switch company, custody, printing prices, sure administrative providers
(offered pursuant to a separate administration settlement), sure distribution providers (offered pursuant to a separate distribution
settlement), sure shareholder and distribution-related providers (offered pursuant to a separate Rule 12b-1 Plan and associated agreements)
and funding administration and funding advisory providers (offered pursuant to the Administration Settlement) underneath what is basically an
all-in charge construction. The Fund bears different bills which aren’t coated underneath the Administration Settlement that will fluctuate and can have an effect on
the whole stage of bills paid by the Fund, reminiscent of taxes and governmental charges, brokerage charges, commissions and different transaction bills,
prices of borrowing cash, together with curiosity bills, sure custody bills and extraordinary bills (reminiscent of litigation and indemnification
bills).

The Fund pays the Adviser a
unitary charge (“Administration Payment”) underneath the Administration Settlement in return for offering funding administration, funding advisory
and supervisory providers and for being obligated to pay sure Fund bills mentioned above. The Adviser is paid a month-to-month Administration
Payment at an annual price of [0.95]% of the common every day internet belongings of the Fund. Beneath a unitary charge construction, the Adviser is accountable
for paying considerably all of the bills of the Fund, excluding funds underneath the Fund’s 12b-1 plan (if any), curiosity bills,
taxes, acquired fund charges and bills, brokerage charges, prices of holding shareholder conferences, litigation, indemnification and extraordinary
bills.

The Administration Settlement is
in impact for 2 (2) years initially and shall proceed from yr to yr offered such continuance is authorized at the least yearly by
(a) a vote of nearly all of the Unbiased Trustees, forged in individual at a gathering particularly known as for the aim of voting on such
approval and by (b) the bulk vote of both all the Trustees or the vote of a majority of the excellent shares of the Fund. The
Administration Settlement could also be terminated with out penalty on 60 days written discover by a vote of a majority of the Trustees or by the Adviser,
or by holders of a majority of the Fund’s excellent shares. The Administration Settlement shall terminate mechanically within the occasion
of its task.

A dialogue concerning the
foundation for the Board’s approval of the Administration Settlement with respect to the Fund, can be obtainable within the Fund’s annual
report back to shareholders dated June 30, 2022.

Sub-Adviser and Sub-Advisory Settlement

The Adviser has engaged Volt
Fairness LLC to function sub-adviser to the Fund pursuant to Funding Sub-Advisory Settlement (the “Sub-Advisory Settlement”).
The Sub-Adviser is liable for the administration of the Fund’s portfolio topic to the Adviser’s oversight and directions.
Mr. Tad Park holds a majority possession of the Sub-Adviser and serves because the Sub-Adviser’s President.

The Sub-Advisory Settlement
will proceed in impact for 2 (2) years initially after which from yr to yr, offered it’s authorized at the least yearly by a vote of
nearly all of the Trustees who aren’t events to the settlement or individuals of any such celebration, forged in individual at a gathering
particularly known as for the aim of voting on such approval. The Sub-Advisory Settlement could also be terminated with out penalty at any time
by the Adviser or the Sub-Adviser on 60 days’ written discover, and can mechanically terminate within the occasion of its “task”
(as that time period is outlined within the 1940 Act).

The Adviser not the Fund pays
the Sub-Adviser [0.50]% of the common internet belongings of the Fund. The Sub-Adviser is required to furnish, at its personal expense, all funding
services essential to carry out its obligations underneath the Sub-Advisory Settlement. Pursuant to the Sub-Advisory Settlement between the Adviser
and Sub-Adviser, the Sub-Adviser is entitled to obtain an annual sub-advisory charge, which is paid by the Adviser, not the Fund. The Sub-Advisory
Settlement was authorized by the Board together with by a majority of the Unbiased Trustees, at a Assembly held on [___], 2022. A dialogue
concerning the premise for the Board’s approval of the Sub-Advisory Settlement with respect to the Fund, can be obtainable within the Fund’s
annual report back to shareholders dated June 30, 2022.

Codes of Ethics

The Belief, the Adviser and
the Distributor have every adopted codes of ethics (every a “Code”) underneath Rule 17j-1 underneath the 1940 Act that governs the private
securities transactions of their board members, officers and staff who could have entry to present buying and selling data of the Belief.
Beneath the Codes, the Trustees are permitted to spend money on securities that will even be bought by the Fund.

As well as, the Belief has
adopted a code of ethics (the “Belief Code”), which applies solely to the Belief’s government officers to make sure that these
officers promote skilled conduct within the follow of company governance and administration. The aim behind these tips is to
promote (i) sincere and moral conduct, together with the moral dealing with of precise or obvious conflicts of curiosity between private and
skilled relationships; (ii) full, honest, correct, well timed, and comprehensible disclosure in reviews and paperwork that the Belief recordsdata
with, or submits to, the SEC and in different public communications made by the Fund; (iii) compliance with relevant governmental legal guidelines,
rule and rules; (iv) the immediate inner reporting of violations of the Belief Code to an acceptable individual or individuals recognized
within the Belief Code; and (v) accountability for adherence to the Belief Code.

Proxy Voting Insurance policies

The Board has adopted Proxy
Voting Insurance policies and Procedures (“Insurance policies”) on behalf of the Belief, which delegate the duty for voting proxies to
the Adviser or its designee, topic to the Board’s persevering with oversight. The Insurance policies require that the Adviser or its designee
vote proxies obtained in a fashion in line with the most effective pursuits of the Fund and its shareholders. The Insurance policies additionally require the Adviser
or its designee to current to the Board, at the least yearly, the Adviser’s Proxy Insurance policies, or the proxy insurance policies of the Adviser’s
designee, and a report of every proxy voted by the Adviser or its designee on behalf of the Fund, together with a report on the decision
of all proxies recognized by the Adviser as involving a battle of curiosity.

The place a proxy proposal raises
a fabric battle between the Adviser’s pursuits and the Fund’s pursuits, the Adviser will resolve the battle by voting
in accordance with the coverage tips or on the shopper’s directive utilizing the advice of an impartial third celebration. If
the third celebration’s suggestions aren’t obtained in a well timed vogue, the Adviser will abstain from voting the securities held
by that shopper’s account. A duplicate of the Adviser’s proxy voting insurance policies is hooked up hereto as Appendix A.

Extra data. Info
concerning how the Fund voted proxies regarding portfolio securities held by the Funds throughout the latest 12-month interval ending
June 30 is accessible (1) with out cost, upon request, by calling the Fund at 1 (855) 772-8488; and (2) on the SEC’s web site at
http://www.sec.gov. As well as, a replica of the Fund’s proxy voting insurance policies and procedures are additionally obtainable by calling
(877) 658-9473 and can be despatched inside three enterprise days of receipt of a request.

Foreside Monetary Companies,
LLC (the “Distributor”), serves because the principal underwriter and nationwide distributor for the shares of the Fund pursuant
to an ETF Distribution Settlement with the Belief (the “Distribution Settlement”). The Distributor is registered as a broker-dealer
underneath the Securities Alternate Act of 1934 and every state’s securities legal guidelines and is a member of FINRA. The choices of the Shares
are steady and the Distributor acts as an agent for the Belief. The Distributor will ship a Prospectus to individuals buying Shares
in Creation Models and can preserve information of each orders positioned with it and confirmations of acceptance furnished by it. The Distributor
has no function in figuring out the investments or funding insurance policies of the Fund.

The Distribution Settlement
supplies that, except sooner terminated, it is going to proceed in impact for 2 years initially and thereafter shall proceed from yr to
yr, topic to annual approval by (a) the Board or a vote of a majority of the excellent shares, and (b) by a majority of the Trustees
who aren’t events to the Distribution Settlement or the Belief’s distribution plan or individuals of the Belief or of the
Distributor (“Certified Trustees”) by vote forged in individual at a gathering known as for the aim of voting on such approval.

The Distribution Settlement
could at any time be terminated, with out penalty by the Belief, by vote of a majority of the Certified Trustees or by vote of a majority
of the excellent shares of the Belief on 60 days’ written discover to the opposite celebration. The Distribution Settlement will mechanically
terminate within the occasion of its task.

The Fund doesn’t pay the Distributor
any charges underneath the Distribution Settlement. Nevertheless, the Adviser pays an annual charge to the Distributor plus cheap out-of-pocket bills
incurred by Distributor in reference to actions carried out for the Fund, together with, with out limitation, printing and distribution
of prospectuses and shareholder reviews, out of its personal sources.

Rule 12b-1 Plans

The Belief, with respect to
the Fund, has adopted the Belief’s Grasp Distribution and Shareholder Servicing Plans pursuant to Rule 12b-1 underneath the 1940 Act
(the “Plan”) for Shares pursuant to which the Fund is allowed to pay the Distributor, as compensation for Distributor’s
account upkeep providers underneath the Plans. The Board has authorized a distribution and shareholder servicing charge on the price of as much as
0.25% of the Fund’s common every day internet belongings. Such charges are to be paid by the Fund month-to-month, or at such different intervals because the Board
shall decide. Such charges shall be primarily based upon the Fund’s common every day internet belongings through the previous month, and shall be calculated
and accrued every day. The Fund could pay charges to the Distributor at a lesser price, as agreed upon by the Board of Trustees and the Distributor.
The Plan authorizes funds to the Distributor as compensation for offering account upkeep providers to Fund shareholders, together with
arranging for sure securities sellers or brokers, directors and others (“Recipients”) to offer these providers and
paying compensation for these providers. The Fund will bear their very own prices of distribution with respect to its shares. The Plan was adopted
with a purpose to allow the implementation of the Fund’s technique of distribution. No charges are at present paid by the Fund underneath the Plan,
and there are not any present plans to impose such charges. Within the occasion such charges had been to be charged, over time they’d enhance the price
of an funding within the Fund.

The providers to be offered
by Recipients could embrace, however aren’t restricted to, the next: help within the providing and sale of Fund shares and in different facets
of the advertising of the shares to shoppers or potential shoppers of the respective recipients; answering routine inquiries regarding
the Fund; helping within the institution and upkeep of accounts or sub-accounts within the Funds and in processing buy and redemption
transactions; making the Funds’ funding plan and shareholder providers obtainable; and offering such different data and providers
to buyers in shares of the Fund because the Distributor or the Belief, on behalf of the Fund, could fairly request. The distribution providers
shall additionally embrace any promoting and advertising providers offered by or organized by the Distributor with respect to the Fund.

The Distributor is required
to offer a written report, at the least quarterly to the Board of Trustees, specifying in cheap element the quantities expended pursuant
to the Plan and the needs for which such expenditures had been made. Additional, the Distributor will inform the Board of any Rule 12b-1 charges
to be paid by the Distributor to Recipients.

The Plan might not be amended
to extend materially the quantity of the Distributor’s compensation to be paid by the Fund, except such modification is authorized by
the vote of a majority of the excellent voting securities of the Fund (as outlined within the 1940 Act). All materials amendments have to be
authorized by a majority of the Board of Trustees and a majority of the Rule 12b-1 Trustees by votes forged in individual at a gathering known as
for the aim of voting on the Plans. Through the time period of the Plans, the choice and nomination of non-interested Trustees of the Belief
can be dedicated to the discretion of present non-interested Trustees. The Distributor will protect copies of the Plans, any associated
agreements, and all reviews, for a interval of not lower than six years from the date of such doc and for at the least the primary two years
in an simply accessible place.

Any settlement associated to a
Plan can be in writing and supply that: (a) it could be terminated by the Belief or the Fund at any time upon sixty days written discover,
with out the cost of any penalty, by vote of a majority of the respective Rule 12b-1 Trustees, or by vote of a majority of the excellent
voting securities of the Belief or the Funds; (b) it is going to mechanically terminate within the occasion of its task (as outlined within the 1940
Act); and (c) it is going to proceed in impact for a interval of multiple yr from the date of its execution or adoption solely as long as
such continuance is particularly authorized at the least yearly by a majority of the Board and a majority of the Rule 12b-1 Trustees by votes
forged in individual at a gathering known as for the aim of voting on such settlement.

Securities Lending

For the aim of reaching
earnings, the Fund could lend its portfolio securities, offered (1) the mortgage is secured constantly by collateral consisting of U.S. Authorities
securities or money or money equivalents (money, U.S. Authorities securities, negotiable certificates of deposit, bankers’ acceptances
or letters of credit score) maintained on a every day mark-to-market foundation in an quantity at the least equal to the present market worth of the securities
loaned, (2) the Fund could at any time name the mortgage and procure the return of securities loaned, (3) the Fund will obtain any curiosity
or dividends obtained on the loaned securities, and (4) the mixture worth of the securities loaned won’t at any time exceed one-third
of the whole belongings of the Fund.

Paul Kim, David Berns and Tad
Park function the portfolio managers of the Fund.

As of [___], the portfolio
managers are liable for the portfolio administration of the next forms of accounts along with the Fund:

Paul Kim

David Berns

Tad Park

Conflicts of Curiosity

As a normal matter, sure
conflicts of curiosity could come up in reference to a portfolio supervisor’s administration of the Fund’s investments, on the one
hand, and the investments of different accounts for which the portfolio supervisor is accountable, on the opposite. For instance, it’s potential
that the assorted accounts managed might have totally different funding methods that, at occasions, may battle with each other to the potential
detriment of the Fund. Alternatively, to the extent that the identical funding alternatives is perhaps fascinating for multiple account,
potential conflicts might come up in figuring out allocate them. Different potential conflicts may embrace conflicts created by particular
portfolio supervisor compensation preparations, and conflicts regarding collection of brokers or sellers to execute the Fund’s portfolio
trades and/or particular makes use of of commissions from the Fund’s portfolio trades (for instance, analysis, or “mushy {dollars}”,
if any). The Adviser has adopted insurance policies and procedures and has structured the portfolio managers’ compensation in a fashion fairly
designed to safeguard the Fund from being negatively affected because of any such potential conflicts.

Compensation

Mr. Kim and Mr. Berns are compensated
by a wage and fairness participation within the Adviser. Mr. Park is compensated by a wage and fairness participation within the Sub-Adviser.

Possession of Securities

The next desk exhibits
the greenback vary of fairness securities beneficially owned by the portfolio managers within the Fund because the date of this SAI.

Particular choices to buy
or promote securities for the Fund are made by the portfolio managers who’re staff of the Adviser. The Adviser are licensed by the
Trustees to allocate the orders positioned by them on behalf of the Fund to brokers or sellers who could, however needn’t, present analysis or
statistical materials or different providers to the Fund or the Adviser for the Fund’s use. Such allocation is to be in such quantities and
proportions because the Adviser could decide.

In choosing a dealer or supplier
to execute every specific transaction, the Adviser will take the next into consideration:

Brokers or sellers executing
a portfolio transaction on behalf of the Funds could obtain a fee in extra of the quantity of fee one other dealer or supplier
would have charged for executing the transaction if the Adviser determines in good religion that such fee is cheap in relation
to the worth of brokerage and analysis providers offered to the Fund. In allocating portfolio brokerage, the Adviser could choose brokers
or sellers who additionally present brokerage, analysis and different providers to different accounts over which the Adviser workout routines funding discretion.
A few of the providers obtained as the results of Fund transactions could primarily profit accounts apart from the Fund, whereas providers obtained
as the results of portfolio transactions effected on behalf of these different accounts could primarily profit the Fund.

The Fund’s portfolio
turnover price is calculated by dividing the lesser of purchases or gross sales of portfolio securities for the fiscal yr by the month-to-month common
of the worth of the portfolio securities owned by the Fund through the fiscal yr. The calculation excludes from each the numerator and
the denominator securities with maturities on the time of acquisition of 1 yr or much less. Excessive portfolio turnover includes correspondingly
better brokerage commissions and different transaction prices, which can be borne straight by the Fund. A 100% turnover price would happen
if all the Fund’s portfolio securities had been changed as soon as inside a one-year interval.

Fund Administration

Financial institution of New York Mellon, (the
“Administrator”), which has its principal workplace at 240 Greenwich St., New York, NY 10286, and is primarily within the enterprise
of offering administrative, fund accounting and switch agent providers to retail and institutional mutual funds.

Pursuant to a Fund Companies
Settlement with the Belief on behalf of the Fund, the Administrator supplies administrative providers to the Fund, topic to the supervision
of the Board. The Administrator could present individuals to function officers of the Fund. Such officers could also be administrators, officers or staff
of the Administrator or its associates.

The Fund Companies Settlement
is dated July 14, 2020. The settlement stays in impact for 2 years from the efficient date of the settlement, and can stay in impact
topic to annual approval of the Board for one-year intervals thereafter. The settlement is terminable by the Board or the Administrator
on ninety days’ written discover and could also be assigned offered the non-assigning celebration supplies prior written consent. This settlement
supplies that within the absence of willful misfeasance, unhealthy religion or gross negligence on the a part of the Administrator or reckless disregard
of its obligations thereunder, the Administrator shall not be responsible for any motion or failure to behave in accordance with its duties thereunder.

Beneath the Fund Companies Settlement,
the Administrator supplies facilitating administrative providers, together with: (i) offering providers of individuals competent to carry out such
administrative and clerical capabilities as are vital to offer efficient administration of the Fund; (ii) facilitating the efficiency
of administrative {and professional} providers to the Fund by others, together with the Custodian; (iii) making ready, however not paying for, the periodic
updating of the Fund’s Registration Assertion, Prospectuses and Statements of Further Info along side Fund counsel,
together with the printing of such paperwork for the aim of filings with the SEC and state securities directors, and making ready reviews
to the Fund’s shareholders and the SEC; (iv) making ready along side Fund counsel, however not paying for, all filings underneath the
securities or “Blue Sky” legal guidelines of such states or nations as are designated by the Distributor, which can be required to register
or qualify, or proceed the registration or qualification, of the Fund and/or its shares underneath such legal guidelines; (v) making ready notices and agendas
for conferences of the Board and minutes of such conferences in all issues required by the 1940 Act to be acted upon by the Board; and (vi)
monitoring every day and periodic compliance with respect to all necessities and restrictions of the 1940 Act, the Inner Income Code
and the Prospectus.

The Administrator additionally supplies
the Fund with accounting providers, together with: (i) every day computation of internet asset worth; (ii) upkeep of safety ledgers and books
and information as required by the 1940 Act; (iii) manufacturing of the Fund’s itemizing of portfolio securities and normal ledger reviews;
(iv) reconciliation of accounting information; (v) calculation of yield and complete return for the Fund; (vi) upkeep of sure books and
information described in Rule 31a-1 underneath the 1940 Act, and reconciliation of account data and balances among the many Custodian and Adviser;
and (vii) monitoring and analysis of every day earnings and expense accruals, and gross sales and redemptions of shares of the Fund.

For administrative providers
rendered to the Fund underneath the settlement, the Fund pays the Administrator the better of an annual minimal charge or an asset-based charge,
which scales downward primarily based upon internet belongings. For the fund accounting providers rendered to the Fund underneath the Settlement, the Fund pays
the Administrator the better of an annual minimal charge or an asset-based charge, which scales downward primarily based upon internet belongings. The Fund additionally
pays the Administrator for any out-of-pocket bills.

Switch Agent

Financial institution of New York Mellon, positioned
at 240 Greenwich St., New York, NY 10286, acts as switch, dividend disbursing, and shareholder servicing agent for the Fund pursuant
to written settlement with Fund (the “Switch Agent”). Beneath the settlement, the Switch Agent is liable for administering
and performing switch agent capabilities, dividend distribution, shareholder administration, and sustaining vital information in accordance
with relevant guidelines and rules.

Custodian

Financial institution of New York Mellon, positioned
at 240 Greenwich St., New York, NY 10286 (the “Custodian”), serves because the custodian of the Fund’s belongings pursuant to
a Custodian and Switch Agent Settlement by and between the Custodian and the Belief on behalf of the Fund. The Custodian’s duties
embrace safeguarding and controlling the Fund’s money and securities, dealing with the receipt and supply of securities, and accumulating
curiosity and dividends on the Fund’s investments. Pursuant to the Custodian and Switch Agent Settlement, the Custodian additionally maintains
authentic entry paperwork and books of report and normal ledgers; posts money receipts and disbursements; and information purchases and gross sales
primarily based upon communications from the Adviser. The Fund could make use of international sub-custodians which are authorized by the Board to carry international
belongings.

Compliance Officer

Foreside Fund Officer Companies,
LLC (“Foreside”), Three Canal Plaza, Suite 100, Portland, ME 04101, supplies a Chief Compliance Officer to the Belief as effectively
as associated compliance providers pursuant to a consulting settlement between Foreside and the Belief. Foreside’s compliance providers
consist primarily of reviewing and assessing the insurance policies and procedures of the Belief and its service suppliers pertaining to compliance
with relevant federal securities legal guidelines, together with Rule 38a-1 underneath the 1940 Act. For the compliance providers rendered to the Funds, the
Belief pays Foreside a reoccurring fund charge and a charge per every fund. The Fund additionally pays Foreside for any out-of-pocket bills.

Every share of useful curiosity
of the Belief has one vote within the election of Trustees. Cumulative voting just isn’t licensed for the Belief. Because of this the holders
of greater than 50% of the shares voting for the election of Trustees can elect 100% of the Trustees in the event that they select to take action, and, in that
occasion, the holders of the remaining shares can be unable to elect any Trustees.

Shareholders of the present
sequence of the Belief and some other future sequence of the Belief will vote within the combination and never by sequence besides as in any other case required
by regulation or when the Board determines that the matter to be voted upon impacts solely the curiosity of the shareholders of a selected sequence
or lessons. Issues reminiscent of election of Trustees aren’t topic to separate voting necessities and could also be acted upon by shareholders
of the Belief voting with out regard to sequence.

The Belief is allowed to
situation a vast variety of shares of useful curiosity. Every share has equal, dividend, distribution and liquidation rights. There
are not any conversion or preemptive rights relevant to any shares of the Fund. All shares issued are totally paid and non-assessable.

The Belief has established an
Anti-Cash Laundering Compliance Program (the “Program”) as required by the Uniting and Strengthening America by Offering
Acceptable Instruments Required to Intercept and Impede Terrorism Act of 2001 (“USA PATRIOT Act”). To make sure compliance with
this regulation, the Belief’s Program supplies for the event of inner practices, procedures and controls, designation of anti-money
laundering compliance officers, an ongoing coaching program and an impartial audit perform to find out the effectiveness of the Program.
The Belief’s secretary serves as its Anti-Cash Laundering Compliance Officer.

Procedures to implement the
Program embrace, however aren’t restricted to, figuring out that the Fund’s Distributor and Switch Agent have established correct anti-money
laundering procedures, reporting suspicious and/or fraudulent exercise and a offering a whole and thorough overview of all new opening
account purposes. The Belief won’t transact enterprise with any individual or entity whose id can’t be adequately verified underneath
the provisions of the USA PATRIOT Act.

On account of the Program,
the Belief could also be required to “freeze” the account of a shareholder if the shareholder seems to be concerned in suspicious exercise
or if sure account data matches data on authorities lists of recognized terrorists or different suspicious individuals, or the Belief
could also be required to switch the account or proceeds of the account to a governmental company.

Calculation of Share Worth

As indicated within the Prospectus
underneath the heading “How Shares are Priced,” NAV of the Fund’s shares is decided by dividing the whole worth of the Fund’s
portfolio investments and different belongings, much less any liabilities, by the whole variety of shares excellent of the Fund.

Usually, the Fund’s
home securities (together with underlying ETFs which maintain portfolio securities primarily listed on international (non-U.S.) exchanges) are valued
every day on the final quoted gross sales worth on every safety’s major change. Securities traded or dealt in upon a number of securities
exchanges for which market quotations are available and never topic to restrictions towards resale shall be valued on the final
quoted gross sales worth on the first change or, within the absence of a sale on the first change, on the imply between the present bid and
ask costs on such change. Securities primarily traded within the NASDAQ Nationwide Market System for which market quotations are readily
obtainable shall be valued utilizing the NASDAQ Official Closing Worth. If market quotations aren’t available, securities can be
valued at their honest market worth as decided in good religion by the Fund’s honest worth committee in accordance with procedures authorized
by the Board and as additional described under. Securities that aren’t traded or dealt in any securities change (whether or not home or international)
and for which over-the-counter market quotations are available usually shall be valued on the final sale worth or, within the absence
of a sale, on the imply between the present bid and ask worth on such over-the- counter market.

Sure securities or investments
for which every day market quotes aren’t available could also be valued, pursuant to tips established by the Board, with reference
to different securities or indices. Debt securities not traded on an change could also be valued at costs provided by a pricing agent(s) primarily based
on dealer or supplier provided valuations or matrix pricing, a way of valuing securities by reference to the worth of different securities
with comparable traits, reminiscent of ranking, rate of interest and maturity. Brief-term investments having a maturity of 60 days or much less
could also be usually valued at amortized value when it approximated honest worth.

Alternate traded choices are
valued on the final quoted gross sales worth or, within the absence of a sale, on the imply between the present bid and ask costs on the change
on which such choices are traded. Futures and choices on futures are valued on the settlement worth decided by the change, or, if
no settlement worth is accessible, on the final sale worth as of the shut of enterprise previous to when the Fund calculates NAV. Different securities
for which market quotes aren’t available are valued at honest worth as decided in good religion by the Board or individuals performing
at their route. Swap agreements and different derivatives are usually valued every day relying on the kind of instrument and reference
belongings primarily based upon market costs, the imply between bid and requested costs quotations from market makers or by a pricing service or different
events in accordance with the valuation procedures authorized by the Board.

Beneath sure circumstances,
the Fund could use an impartial pricing service to calculate the honest market worth of international fairness securities each day by making use of
valuation elements to the final sale worth or the imply worth as famous above. The honest market values provided by the impartial pricing
service will usually replicate market buying and selling that happens after the shut of the relevant international markets of comparable securities or
the worth of different devices which have a powerful correlation to the fair-valued securities. The impartial pricing service may also
bear in mind the present related forex change price. A safety that’s honest valued could also be valued at a worth larger or decrease
than precise market quotations or the worth decided by different funds utilizing their very own honest valuation procedures. As a result of international securities
could commerce on days when Shares aren’t priced, the worth of securities held by the Fund can change on days when Shares can’t be redeemed
or bought. Within the occasion {that a} international safety’s market quotations aren’t available or are deemed unreliable (for causes
apart from as a result of the international change on which it trades closed earlier than the Fund’s calculation of NAV), the safety can be valued
at its honest market worth as decided in good religion by the Fund’s honest worth committee in accordance with procedures authorized by
the Board as mentioned under. With out honest valuation, it’s potential that short-term merchants might make the most of the arbitrage alternative
and dilute the NAV of long-term buyers. Honest valuation of the Fund’s portfolio securities can serve to scale back arbitrage alternatives
obtainable to short-term merchants, however there is no such thing as a assurance that it’s going to forestall dilution of the Fund’s NAV by short-term merchants.
As well as, as a result of the Fund could spend money on underlying ETFs which maintain portfolio securities primarily listed on international (non-U.S.) exchanges,
and these exchanges could commerce on weekends or different days when the underlying ETFs don’t worth their shares, the worth of those portfolio
securities could change on days when it’s possible you’ll not be capable to purchase or promote Shares.

Investments initially valued
in currencies apart from the U.S. greenback are transformed to U.S. {dollars} utilizing change charges obtained from pricing providers or different events
in accordance with the valuation procedures authorized by the Board. Because of this, the NAV of the Shares could also be affected by modifications within the
worth of currencies in relation to the U.S. greenback. The worth of securities traded in markets exterior the US or denominated
in currencies apart from the U.S. greenback could also be affected considerably on a day that the Alternate is closed and an investor just isn’t ready
to buy, redeem or change Shares.

Shares are valued on the shut
of normal buying and selling on the Alternate (usually 4:00 p.m., Jap time) (the “Alternate Shut”) on every day that the Alternate is
open. For functions of calculating the NAV, the Fund usually use pricing information for home fairness securities obtained shortly after the
Alternate Shut and doesn’t usually bear in mind buying and selling, clearances or settlements that happen after the Alternate Shut. Home
fastened earnings and international securities are usually priced utilizing information reflecting the sooner closing of the principal markets for these securities.
Info that turns into recognized to the Fund or its brokers after the NAV has been calculated on a selected day won’t usually be used
to retroactively modify the value of the safety or the NAV decided earlier that day.

When market quotations are
inadequate or not available, the Fund could worth securities at honest worth or estimate their worth as decided in good religion
by the Board or its designees, pursuant to procedures authorized by the Board. Honest valuation can also be utilized by the Board if extraordinary
occasions happen after the shut of the related market however previous to the Alternate Shut.

Creation Models

The Fund sells and redeems
Shares in Creation Models on a steady foundation by the Distributor, with no gross sales load, on the NAV subsequent decided after receipt
of an order in correct type on any Enterprise Day. A “Enterprise Day” is any day on which the Alternate is open for enterprise. As
of the date of this SAI, the Alternate observes the next holidays: New 12 months’s Day, Martin Luther King, Jr. Day, Presidents’
Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.

A Creation Unit is an aggregation
of 25,000 Shares. The Board could declare a break up or a consolidation within the variety of Shares excellent of the Fund or Belief and make a
corresponding change within the variety of Shares in a Creation Unit.

Approved Members

Solely Approved Members
which have entered into agreements with the Belief or the Distributor could buy or redeem Creation Models. With the intention to be an Approved
Participant, a agency have to be both a broker-dealer or different participant (“Collaborating Occasion”) within the Steady Internet Settlement
System (“Clearing Course of”) of the Nationwide Securities Clearing Company (“NSCC”) or a participant in DTC with
entry to the DTC system (“DTC Participant”), and you should execute an settlement (“Participant Settlement”) with
the Distributor that governs transactions within the Fund’s Creation Models.

Buyers who aren’t Approved
Members however need to transact in Creation Models could contact the Distributor for the names of Approved Members. An Approved
Participant could require buyers to enter right into a separate settlement to transact by it for Creation Models and should require orders
for purchases of shares positioned with it to be in a selected type. Buyers transacting by a dealer that’s not itself an Approved
Participant and subsequently should nonetheless transact by an Approved Participant could incur further prices. There are anticipated to be
a restricted variety of Approved Members at anybody time.

Orders have to be transmitted
by an Approved Participant by phone or different transmission technique acceptable to the Distributor. Market disruptions and phone
or different communication failures could impede the transmission of orders.

Transaction Charges

A hard and fast charge payable to the
Custodian is imposed on every creation and redemption transaction whatever the variety of Creation Models concerned within the transaction
(“Fastened Payment”). Purchases and redemptions of Creation Models for money or involving cash-in-lieu (as outlined under) are required
to pay a further variable cost to compensate the Fund and its ongoing shareholders for brokerage and market influence bills relating
to Creation Unit transactions (“Variable Cost,” and along with the Fastened Payment, the “Transaction Charges”). With
the approval of the Board, the Adviser could waive or modify the Transaction Charges, together with the Fastened Payment and/or Variable Cost (proven
within the desk under), occasionally. In such instances, the Approved Participant will reimburse the Fund for, amongst different issues, any
distinction between the market worth at which the securities and/or monetary devices had been bought by the Fund and the cash-in-lieu
quantity, relevant registration charges, brokerage commissions and sure taxes. As well as, purchasers of Creation Models are accountable
for the prices of transferring the deposit securities to the account of the Fund.

Buyers who use the providers
of a dealer, or different such middleman could also be charged a charge for such providers. The Transaction Charges for the Fund are listed within the desk
under.

The Clearing Course of

Transactions by an Approved
Participant that may be a Collaborating Occasion utilizing the NSCC system are known as transactions “by the Clearing Course of.”
Transactions by an Approved Participant that may be a DTC Participant utilizing the DTC system are known as transactions “exterior
the Clearing Course of.” The Clearing Course of is an enhanced clearing course of that’s obtainable just for sure securities and solely
to DTC individuals which are additionally individuals within the Steady Internet Settlement System of the NSCC. In-kind (parts of) buy orders
not topic to the Clearing Course of will undergo a guide clearing course of run by DTC. Portfolio Deposits that embrace authorities securities
have to be delivered by the Federal Reserve Financial institution wire switch system (“Federal Reserve System”). Fund Deposits that embrace
money could also be delivered by the Clearing Course of or the Federal Reserve System. In-kind deposits of securities for orders exterior the
Clearing Course of have to be delivered by the Federal Reserve System (for presidency securities) or by DTC (for company securities).

Overseas Securities

As a result of the portfolio securities
of the Fund could commerce on days that the Alternate is closed or are in any other case not Enterprise Days for the Fund, shareholders might not be ready
to redeem their shares of the Fund, or to buy or promote shares of the Fund on the Alternate, on days when the NAV of the Fund might
be considerably affected by occasions within the related international markets.

Buying Creation Models

Portfolio Deposit

The consideration for a Creation
Unit usually consists of the deposit securities and a Money Part. Collectively, the deposit securities and the Money Part represent
the “Portfolio Deposit.” The Money Part serves the perform of compensating for any variations between the web asset
worth per Creation Unit and the deposit securities. Thus, the Money Part is the same as the distinction between (x) the web asset worth
per Creation Unit of the Fund and (y) the market worth of the deposit securities. If (x) is greater than (y), the Approved Participant
can pay the Money Part to the Fund. If (x) is lower than (y), the Approved Participant will obtain the Money Part from the
Fund.

On every Enterprise Day, prior
to the opening of enterprise on the Alternate (at present 9:30 a.m., Jap Time), the Adviser by the Custodian makes obtainable by
NSCC the identify and quantity of every deposit safety within the present Portfolio Deposit (primarily based on data on the finish of the earlier Enterprise
Day) for the Fund and the (estimated) Money Part, efficient by and together with the earlier Enterprise Day, per Creation Unit. The
deposit securities introduced are relevant to purchases of Creation Models till the following announcement of deposit securities.

The deposit securities could
change and as rebalancing changes and company motion occasions are mirrored occasionally by the Adviser within the Fund’s portfolio.
These changes will replicate modifications recognized to the Adviser on the date of announcement to be in impact by the point of supply of the
Portfolio Deposit.

Cost of any stamp responsibility or
the like shall be the only duty of the Approved Participant buying a Creation Unit. The Approved Participant should guarantee
that every one deposit securities correctly denote change in useful possession.

Customized Orders and Money-in-Lieu

The Fund could, in its sole discretion,
allow or require the substitution of an amount of money (“cash-in-lieu”) to be added to the Money Part to switch any
deposit safety. The Fund could allow or require cash-in-lieu when, for instance, a deposit safety might not be obtainable in enough
amount for supply or might not be eligible for switch by the techniques of DTC or the Clearing Course of. Equally, the Fund could
allow or require money in lieu of deposit securities when, for instance, the Approved Participant or its underlying investor is restricted
underneath U.S. or native securities legal guidelines or insurance policies from transacting in a number of deposit securities. The Fund will adjust to the federal
securities legal guidelines in accepting deposit securities together with that the deposit securities are offered in transactions that will be exempt from
registration underneath the Securities Act. All orders involving cash-in-lieu, in addition to sure different forms of orders, are thought-about to
be “Customized Orders.”

Buy Orders

To order a Creation Unit, an
Approved Participant should submit an irrevocable buy order to the Distributor.

Timing of Submission of Buy Orders

An Approved Participant should
submit an irrevocable buy order no later than the sooner of (i) 4:00 p.m. Jap Time or (ii) the closing time of the bond markets
and/or the buying and selling session on the Alternate, on any Enterprise Day with a purpose to obtain that Enterprise Day’s NAV (“Reduce-off Time”).
The Reduce-off Time for Customized Orders is mostly two hours earlier. The Enterprise Day the order is deemed obtained by the Distributor is
known as the “Transmittal Date.” An order to create Creation Models is deemed obtained on a Enterprise Day if (i) such
order is obtained by the Distributor by the Reduce-off Time on such day and (ii) all different procedures set forth within the Participant Settlement
are correctly adopted. Individuals inserting or effectuating customized orders and/or orders involving money ought to be aware of time deadlines
imposed by intermediaries, reminiscent of DTC and/or the Federal Reserve Financial institution wire system, which can influence the profitable processing of such
orders to make sure that money and securities are transferred by the “Settlement Date,” which is mostly the Enterprise Day instantly
following the Transmittal Date (“T+1”) for money and the third Enterprise Day following the Transmittal Date for securities (“T+3”).

Orders Utilizing the Clearing Course of

If obtainable, (parts of)
orders could also be settled by the Clearing Course of. In reference to such orders, the Distributor transmits, on behalf of the Approved
Participant, such commerce directions as are essential to impact the creation order. Pursuant to such commerce directions, the Approved
Participant agrees to ship the requisite Portfolio Deposit to the Fund, along with such further data as could also be required
by the Distributor. Money Elements can be delivered utilizing both the Clearing Course of or the Federal Reserve System.

Orders Exterior the Clearing Course of

If the Clearing Course of is
not obtainable for (parts of) an order, Portfolio Deposits can be made exterior the Clearing Course of. Orders exterior the Clearing Course of
should state that the DTC Participant just isn’t utilizing the Clearing Course of and that the creation of Creation Models can be effected by
DTC. The Portfolio Deposit switch have to be ordered by the DTC Participant on the Transmittal Date in a well timed vogue in order to make sure
the supply of deposit securities (whether or not customary or customized) by DTC to the Fund account by 11:00 a.m., Jap time, on T+1. The
Money Part, together with any cash-in-lieu and Transaction Payment, have to be transferred on to the Custodian by the Federal Reserve
System in a well timed method in order to be obtained by the Custodian no later than 12:00 p.m., Jap Time, on T+1. If the Custodian does
not obtain each the deposit securities and the money by the appointed time, the order could also be canceled. A canceled order could also be resubmitted
the next Enterprise Day however should conform to that Enterprise Day’s Portfolio Deposit. Approved Members that submit a canceled
order can be liable to the Fund for any losses incurred by the Fund in connection therewith.

Orders involving international deposit
securities are anticipated to be settled exterior the Clearing Course of. Thus, upon receipt of an irrevocable buy order, the Distributor
will notify the Adviser and the Custodian of such order. The Custodian, who could have triggered the suitable native sub-custodian(s) of
the Fund to take care of an account into which an Approved Participant could ship deposit securities (or cash-in-lieu), with changes
decided by the Fund, will then present data of the order to such native sub-custodian(s). The ordering Approved Participant
will then ship the deposit securities (and any cash-in-lieu) to the Fund’s account on the relevant native sub-custodian. The
Approved Participant should additionally make obtainable on or earlier than the contractual settlement date, by means passable to the Fund, instantly
obtainable or similar day funds in U.S. {dollars} estimated by the Fund to be enough to pay the Money Part and Transaction Payment. When
a related native market is closed resulting from native market holidays, the native market settlement course of won’t start till the tip of
the native vacation interval. Settlement should happen by 2:00 p.m., Jap Time, on the contractual settlement date.

Acceptance of Buy Order

All questions as to the quantity
of shares of every safety within the deposit securities and the validity, type, eligibility and acceptance for deposit of any securities
to be delivered shall be decided by the Fund. The Fund’s willpower shall be remaining and binding.

The Fund reserves the suitable
to reject or revoke acceptance of a purchase order order transmitted to it by the Distributor underneath sure circumstances together with however not
restricted to (a) the order just isn’t in correct type; (b) the investor(s), upon acquiring the shares ordered, would personal 80% or extra of the at present
excellent shares of the Fund; (c) the deposit securities delivered don’t conform to the deposit securities for the relevant date;
(d) the acceptance of the Portfolio Deposit would, within the opinion of counsel, be illegal; or (e) within the occasion that circumstances exterior
the management of the Belief, the Distributor and the Adviser make it for all sensible functions not possible to course of buy orders. Examples
of such circumstances embrace acts of God; public service or utility issues leading to phone, telecopy or pc failures; fires,
floods or excessive climate situations; market situations or actions inflicting buying and selling halts; techniques failures involving pc or different
informational techniques affecting the Belief, the Distributor, DTC, NSCC, the Adviser, the Custodian, a sub-custodian or some other participant
within the creation course of; and comparable extraordinary occasions. The Distributor shall notify an Approved Participant of its rejection of
the order. The Fund, the Custodian, any sub-custodian and the Distributor are underneath no responsibility, nonetheless, to offer notification of any defects
or irregularities within the supply of Portfolio Deposits, they usually shall not incur any legal responsibility for the failure to offer any such notification.

Issuance of a Creation Unit

As soon as the Fund has accepted
an order, upon subsequent willpower of the Fund’s NAV, the Fund will verify the issuance of a Creation Unit, towards receipt of cost,
at such NAV. The Distributor will transmit a affirmation of acceptance to the Approved Participant that positioned the order.

Besides as offered under, a
Creation Unit won’t be issued till the Fund obtains good title to the deposit securities and the Money Part, together with any cash-in-lieu
and Transaction Payment. The supply of Creation Models will usually happen no later than T+3.

In sure instances, Approved
Members will create and redeem Creation Models on the identical commerce date. In these cases, the Belief reserves the suitable to settle
these transactions on a internet foundation.

With respect to orders involving
international deposit securities, when the relevant native sub-custodian(s) have confirmed to the Custodian that the deposit securities (or
cash-in-lieu) have been delivered to the Fund’s account on the relevant native sub-custodian(s), the Distributor and the Adviser
shall be notified of such supply, and the Fund will situation and trigger the supply of the Creation Unit. Whereas, as acknowledged above, Creation
Models are usually delivered on T+3, the Fund could settle Creation Unit transactions on a foundation apart from T+3 with a purpose to accommodate
international market vacation schedules, to account for various remedy amongst international and U.S. markets of dividend report dates and ex-dividend
dates (that’s the final day the holder of a safety can promote the safety and nonetheless obtain dividends payable on the safety), and in
sure different circumstances.

The Fund could situation a Creation
Unit previous to receiving good title to the deposit securities, underneath the next circumstances. Pursuant to the relevant Participant
Settlement, the Fund could situation a Creation Unit however that (sure) deposit securities haven’t been delivered, in reliance on
an enterprise by the related Approved Participant to ship the lacking deposit securities as quickly as potential, which enterprise
is secured by such Approved Participant’s supply to and upkeep with the Custodian of collateral having a price equal to
at the least 115% of the worth of the lacking deposit securities (“Collateral”), as adjusted by time to time by the Adviser. Such
Collateral could have a price better than the NAV of the Creation Unit on the date the order is positioned. Such Collateral have to be delivered
no later than 2:00 p.m., Jap Time, on T+1. The one Collateral that’s acceptable to the Fund is money in U.S. {Dollars}.

Whereas (sure) deposit securities
stay undelivered, the Collateral shall always have a price equal to at the least 115% (as adjusted by the Adviser) of the every day marked-to-market
worth of the lacking deposit securities. At any time, the Fund could use the Collateral to buy the lacking securities, and the Approved
Participant can be liable to the Fund for any prices incurred thereby or losses ensuing therefrom, whether or not or not they exceed the quantity
of the Collateral, together with any Transaction Payment, any quantity by which the acquisition worth of the lacking deposit securities exceeds the
market worth of such securities on the Transmittal Date, brokerage and different transaction prices. The Belief will return any unused Collateral
as soon as all the lacking securities have been obtained by the Fund. Extra data concerning the Fund’s present procedures for
collateralization is accessible from the Distributor.

Money Buy Methodology

When money purchases of Creation
Models can be found or specified for the Fund, they are going to be effected in basically the identical method as in-kind purchases. Within the case
of a money buy, the investor should pay the money equal of the Portfolio Deposit. As well as, money purchases can be topic to
Transaction Charges, as described above.

Redeeming a Creation Unit

Redemption Basket

The consideration obtained
in reference to the redemption of a Creation Unit usually consists of an in-kind basket of designated securities (“Redemption
Securities”) and a Money Part. Collectively, the Redemption Securities and the Money Part represent the “Redemption Basket.”

There might be no assurance that
there can be enough liquidity in Shares within the secondary market to allow meeting of a Creation Unit. As well as, buyers could
incur brokerage and different prices in reference to assembling a Creation Unit.

The Money Part serves the
perform of compensating for any variations between the web asset worth per Creation Unit and the Redemption Securities. Thus, the Money
Part is the same as the distinction between (x) the web asset worth per Creation Unit of the Fund and (y) the market worth of the Redemption
Securities. If (x) is greater than (y), the Approved Participant will obtain the Money Part from the Fund. If (x) is lower than (y),
the Approved Participant can pay the Money Part to the Fund.

If the Redemption Securities
on a Enterprise Day are totally different from the deposit securities, previous to the opening of enterprise on the Alternate (at present 9:30 a.m., Jap
Time), the Adviser by the Custodian makes obtainable by NSCC the identify and quantity of every Redemption Safety within the present Redemption
Basket (primarily based on data on the finish of the earlier Enterprise Day) for the Fund and the (estimated) Money Part, efficient by
and together with the earlier Enterprise Day, per Creation Unit. If the Redemption Securities on a Enterprise Day are totally different from the deposit
securities, all redemption requests that day can be processed exterior the Clearing Course of.

The Redemption Securities could
change as rebalancing changes and company motion occasions are mirrored occasionally by the Adviser within the Fund’s portfolio.
These changes will replicate modifications recognized to the Adviser on the date of announcement to be in impact by the point of supply of the
Redemption Basket.

The precise of redemption could
be suspended or the date of cost postponed: (i) for any interval throughout which the NYSE is closed (apart from customary weekend and vacation
closings); (ii) for any interval throughout which buying and selling on the NYSE is suspended or restricted; (iii) for any interval throughout which an emergency
exists because of which disposal of the Shares or willpower of the ETF’s NAV just isn’t fairly practicable; or (iv) in such
different circumstances as permitted by the SEC, together with as described under.

Customized Redemptions and Money-in-Lieu

The Fund could, in its sole discretion,
allow or require the substitution of cash-in-lieu to be added to the Money Part to switch any Redemption Safety. The Fund could
allow or require cash-in-lieu when, for instance, a Redemption Safety might not be obtainable in enough amount for supply or could
not be eligible for switch by the techniques of DTC or the Clearing Course of. Equally, the Fund could allow or require cash-in-lieu
of Redemption Securities when, for instance, the Approved Participant or its underlying investor is restricted underneath U.S. or native securities
regulation or insurance policies from transacting in a number of Redemption Securities. The Fund will adjust to the federal securities legal guidelines in satisfying
redemptions with Redemption Securities, together with that the Redemption Securities are offered in transactions that will be exempt from registration
underneath the Securities Act. All redemption requests involving cash-in-lieu are thought-about to be “Customized Redemptions.”

Redemption Requests

To redeem a Creation Unit,
an Approved Participant should submit an irrevocable redemption request to the Distributor.

An Approved Participant submitting
a redemption request is deemed to symbolize to the Fund that it or, if relevant, the investor on whose behalf it’s performing, (i) owns
outright or has full authorized authority and authorized useful proper to tender for redemption the Creation Unit to be redeemed and might obtain
your entire proceeds of the redemption, and (ii) all the Shares which are within the Creation Unit to be redeemed haven’t been borrowed,
loaned or pledged to a different celebration nor are they the topic of a repurchase settlement, securities lending settlement or such different association
that will preclude the supply of such Shares to the Fund. The Fund reserves absolutely the proper, in its sole discretion, to confirm these
representations, however will sometimes require verification in reference to larger ranges of redemption exercise and/or quick curiosity
within the Fund. If the Approved Participant, upon receipt of a verification request, doesn’t present enough verification of the requested
representations, the redemption request won’t be thought-about to be in correct type and could also be rejected by the Fund.

Timing of Submission of Redemption Requests

An Approved Participant should
submit an irrevocable redemption order no later than the Reduce-off Time. The Reduce-off Time for Customized Orders is mostly two hours earlier.
The Enterprise Day the order is deemed obtained by the Distributor is known as the “Transmittal Date.” A redemption request
is deemed obtained if (i) such order is obtained by the Distributor by the Reduce-off Time on such day and (ii) all different procedures set
forth within the Participant Settlement are correctly adopted. Individuals inserting or effectuating Customized Redemptions and/or orders involving money
ought to be aware of time deadlines imposed by intermediaries, reminiscent of DTC and/or the Federal Reserve System, which can influence the profitable
processing of such orders to make sure that money and securities are transferred by the Settlement Date, as outlined above.

Requests Utilizing the Clearing Course of

If obtainable, (parts of)
redemption requests could also be settled by the Clearing Course of. In reference to such orders, the Distributor transmits on behalf of
the Approved Participant, such commerce directions as are essential to impact the redemption. Pursuant to such commerce directions, the
Approved Participant agrees to ship the requisite Creation Unit(s) to the Fund, along with such further data as could
be required by the Distributor. Money Elements can be delivered utilizing both the Clearing Course of or the Federal Reserve System, as
described above.

Requests Exterior the Clearing Course of

If the Clearing Course of is
not obtainable for (parts of) an order, Redemption Baskets can be delivered exterior the Clearing Course of. Orders exterior the Clearing
Course of should state that the DTC Participant just isn’t utilizing the Clearing Course of and that the redemption can be effected by DTC. The
Approved Participant should switch or trigger to be transferred the Creation Unit(s) of shares being redeemed by the book-entry system
of DTC in order to be delivered by DTC to the Custodian by 10:00 a.m., Jap Time, on obtained T+1. As well as, the Money Part
have to be obtained by the Custodian by 12:00 p.m., Jap Time, on T+1. If the Custodian doesn’t obtain the Creation Unit(s) and Money
Part by the appointed occasions on T+1, the redemption can be rejected, besides within the circumstances described under. A rejected redemption
request could also be resubmitted the next Enterprise Day.

Orders involving international Redemption
Securities are anticipated to be settled exterior the Clearing Course of. Thus, upon receipt of an irrevocable redemption request, the Distributor
will notify the Adviser and the Custodian. The Custodian will then present data of the redemption to the Fund’s native sub-custodian(s).
The redeeming Approved Participant, or the investor on whose behalf is performing, could have established acceptable preparations with a
broker-dealer, financial institution or different custody supplier in every jurisdiction during which the Redemption Securities are typically traded and to which
such Redemption Securities (and any cash-in-lieu) might be delivered from the Fund’s accounts on the relevant native sub-custodian(s).

Acceptance of Redemption Requests

All questions as to the quantity
of shares of every safety within the deposit securities and the validity, type, eligibility and acceptance for deposit of any securities
to be delivered shall be decided by the Belief. The Belief’s willpower shall be remaining and binding.

Supply of Redemption Basket

As soon as the Fund has accepted
a redemption request, upon subsequent willpower of the Fund’s NAV, the Fund will verify the issuance of a Redemption Basket, towards
receipt of the Creation Unit(s) at such NAV, any cash-in-lieu and Transaction Payment. A Creation Unit tendered for redemption and the cost
of the Money Part, any cash-in-lieu and Transaction Payment can be effected by DTC. The Approved Participant, or the investor
on whose behalf it’s performing, can be recorded on the book-entry system of DTC.

The Redemption Basket will
usually be delivered to the redeeming Approved Participant inside T+3. Besides underneath the circumstances described under, nonetheless, a
Redemption Basket usually won’t be issued till the Creation Unit(s) are delivered to the Fund, together with the Money Part, any
cash-in-lieu and Transaction Payment.

In sure instances, Approved
Members will create and redeem Creation Models on the identical commerce date. In these cases, the Belief reserves the suitable to settle
these transactions on a internet foundation.

With respect to orders involving
international Redemption Securities, the Fund could settle Creation Unit transactions on a foundation apart from T+3 with a purpose to accommodate international
market vacation schedules, to account for various remedy amongst international and U.S. markets of dividend report dates and ex-dividend dates
(that’s the final day the holder of a safety can promote the safety and nonetheless obtain dividends payable on the safety), and in sure
different circumstances. When a related native market is closed resulting from native market holidays, the native market settlement course of won’t
start till the tip of the native vacation interval.

Money Redemption Methodology

When money redemptions of Creation
Models can be found or specified for the Fund, they are going to be effected in basically the identical method as in-kind redemptions. Within the case
of a money redemption, the investor will obtain the money equal of the Redemption Basket minus any Transaction Charges, as described
above.

The next dialogue is
normal in nature and shouldn’t be considered an exhaustive presentation of all potential tax ramifications. All shareholders ought to
seek the advice of a professional tax advisor concerning their funding within the Fund.

The Fund intends to qualify
and has elected to be handled as a regulated funding firm underneath Subchapter M of the Inner Income Code of 1986, as amended (the
“Tax Code”), and intends to proceed to so qualify, which requires compliance with sure necessities in regards to the sources
of its earnings, diversification of its belongings, and the quantity and timing of its distributions to shareholders. Such qualification does
not contain supervision of administration or funding practices or insurance policies by any authorities company or bureau. By so qualifying, the Fund
shouldn’t be topic to federal earnings or excise tax on its internet funding earnings or internet capital achieve, that are distributed to shareholders
in accordance with the relevant timing necessities. Internet funding earnings and internet capital achieve of the Fund can be computed in accordance
with Part 852 of the Tax Code.

Internet funding earnings is made
up of dividends and curiosity much less bills. Internet capital achieve for a fiscal yr is computed by making an allowance for any capital loss carryforward
of the Fund. Capital losses incurred after January 31, 2011 could now be carried ahead indefinitely and retain the character of the unique
loss. Beneath pre-enacted legal guidelines, capital losses might be carried ahead to offset any capital positive aspects for eight years, and carried ahead
as short-term capital, regardless of the character of the unique loss. Capital loss carry forwards can be found to offset future
realized capital positive aspects. To the extent that these carry forwards are used to offset future capital positive aspects it’s possible that the quantity
offset won’t be distributed to shareholders.

The Fund intends to distribute
all of its internet funding earnings, any extra of internet short-term capital positive aspects over internet long-term capital losses, and any extra of internet
long-term capital positive aspects over internet short-term capital losses in accordance with the timing necessities imposed by the Tax Code and subsequently
shouldn’t be required to pay any federal earnings or excise taxes. Distributions of internet capital achieve, if any, can be made yearly no
later than December 31 of every yr. Each forms of distributions can be in shares of the Fund except a shareholder elects to obtain
money.

To be handled as a regulated
funding firm underneath Subchapter M of the Tax Code, the Fund should additionally (a) derive at the least 90% of its gross earnings from dividends,
curiosity, funds with respect to securities loans, internet earnings from sure publicly traded partnerships and positive aspects from the sale or different
disposition of securities or foreign currency echange, or different earnings (together with, however not restricted to, positive aspects from choices, futures or ahead
contracts) derived with respect to the enterprise of investing in such securities or currencies, and (b) diversify its holding in order that,
on the finish of every fiscal quarter, (i) at the least 50% of the market worth of the Fund’s belongings is represented by money, U.S. authorities
securities and securities of different regulated funding corporations, and different securities (for functions of this calculation, usually restricted
in respect of anybody issuer, to an quantity not better than 5% of the market worth of the Fund’s belongings and 10% of the excellent
voting securities of such issuer) and (ii) no more than 25% of the worth of its belongings is invested within the securities of (apart from U.S.
authorities securities or the securities of different regulated funding corporations) anybody issuer, two or extra issuers that the Fund controls
and which are decided to be engaged in the identical or comparable trades or companies, or the securities of sure publicly traded partnerships.

If the Fund fails to qualify
as a regulated funding firm underneath Subchapter M in any fiscal yr, it will likely be handled as an organization for federal earnings tax functions.
As such the Fund could be required to pay earnings taxes on its internet funding earnings and internet realized capital positive aspects, if any, on the charges
usually relevant to companies. Shareholders of the Fund usually wouldn’t be responsible for earnings tax on the Fund’s internet funding
earnings or internet realized capital positive aspects of their particular person capacities. Distributions to shareholders, whether or not from the Fund’s internet
funding earnings or internet realized capital positive aspects, could be handled as taxable dividends to the extent of present or gathered earnings
and income of the Fund.

The Fund is topic to a 4%
nondeductible excise tax on sure undistributed quantities of extraordinary earnings and capital achieve underneath a prescribed method contained in
Part 4982 of the Tax Code. The method requires cost to shareholders throughout a calendar yr of distributions representing at the least
98% of the Fund’s extraordinary earnings for the calendar yr and at the least 98.2% of its capital achieve internet earnings (i.e., the surplus of its
capital positive aspects over capital losses) realized through the one-year interval ending October 31 throughout such yr plus 100% of any earnings that
was neither distributed nor taxed to the Fund through the previous calendar yr. Beneath extraordinary circumstances, the Fund expects to time
its distributions in order to keep away from legal responsibility for this tax.

The next dialogue of
tax penalties is for the overall data of shareholders which are topic to tax. Shareholders which are IRAs or different certified
retirement plans are exempt from earnings taxation underneath the Tax Code.

Distributions of taxable internet
funding earnings and the surplus of internet short-term capital achieve over internet long-term capital loss are taxable to shareholders as extraordinary
earnings.

Distributions of internet capital
achieve (“capital achieve dividends”) usually are taxable to shareholders as long-term capital achieve; whatever the size of
time the shares of the Belief have been held by such shareholders.

Sure U.S. shareholders,
together with people and estates and trusts, are topic to a further 3.8% Medicare tax on all or a portion of their “internet funding
earnings,” which ought to embrace dividends from the Fund and internet positive aspects from the disposition of shares of the Fund. U.S. shareholders
are urged to seek the advice of their very own tax advisors concerning the implications of the extra Medicare tax ensuing from an funding in
the Fund.

Redemption of Fund shares by
a shareholder will outcome within the recognition of taxable achieve or loss in an quantity equal to the distinction between the quantity realized
and the shareholder’s tax foundation in his or her Fund shares. Such achieve or loss is handled as a capital achieve or loss if the shares
are held as capital belongings. Nevertheless, any loss realized upon the redemption of shares inside six months from the date of their buy
can be handled as a long-term capital loss to the extent of any quantities handled as capital achieve dividends throughout such six-month interval.
All or a portion of any loss realized upon the redemption of shares could also be disallowed to the extent shares are bought (together with shares
acquired by the use of reinvested dividends) inside 30 days earlier than or after such redemption.

Distributions of taxable internet
funding earnings and internet capital achieve can be taxable as described above, whether or not obtained in extra money or shares. Shareholders
electing to obtain distributions within the type of further shares could have a price foundation for federal earnings tax functions in every share
so obtained equal to the web asset worth of a share on the reinvestment date.

All distributions of taxable
internet funding earnings and internet capital achieve, whether or not obtained in shares or in money, have to be reported by every taxable shareholder on his
or her federal earnings tax return. Dividends or distributions declared in October, November or December as of a report date in such a month,
if any, can be deemed to have been obtained by shareholders on December 31, if paid throughout January of the next yr. Redemptions
of shares could lead to tax penalties (achieve or loss) to the shareholder and are additionally topic to those reporting necessities.

Beneath the Tax Code, the Fund
can be required to report back to the Inner Income Service all distributions of taxable earnings and capital positive aspects in addition to gross proceeds
from the redemption or change of Fund shares, besides within the case of sure exempt shareholders. Beneath the backup withholding provisions
of Part 3406 of the Tax Code, distributions of taxable internet funding earnings and internet capital achieve and proceeds from the redemption
or change of the shares of a regulated funding firm could also be topic to withholding of federal earnings tax within the case of non-exempt
shareholders who fail to furnish the funding firm with their taxpayer identification numbers and with required certifications concerning
their standing underneath the federal earnings tax regulation, or if the Fund is notified by the IRS or a dealer that withholding is required resulting from an
incorrect TIN or a earlier failure to report taxable curiosity or dividends. If the withholding provisions are relevant, any such distributions
and proceeds, whether or not taken in money or reinvested in further shares, can be decreased by the quantities required to be withheld.

Choices, Futures, Ahead Contracts and Swap Agreements

To the extent such investments
are permissible for the Fund, the Fund’s transactions in choices, futures contracts, hedging transactions, ahead contracts, straddles
and foreign currency echange can be topic to particular tax guidelines (together with mark-to-market, constructive sale, straddle, wash sale and quick
sale guidelines), the impact of which can be to speed up earnings to the Fund, defer losses to the Fund, trigger changes within the holding intervals
of the Fund’s securities, convert long-term capital positive aspects into short-term capital positive aspects and convert short-term capital losses into
long-term capital losses. These guidelines might subsequently have an effect on the quantity, timing and character of distributions to shareholders.

To the extent such investments
are permissible, sure of the Fund’s hedging actions (together with its transactions, if any, in foreign currency echange or international
currency-denominated devices) are prone to produce a distinction between its e book earnings and its taxable earnings. If the Fund’s
e book earnings exceeds its taxable earnings, the distribution (if any) of such extra e book earnings can be handled as (i) a dividend to the
extent of the Fund’s remaining earnings and income (together with earnings and income arising from tax-exempt earnings), (ii) thereafter,
as a return of capital to the extent of the recipient’s foundation within the shares, and (iii) thereafter, as achieve from the sale or change
of a capital asset. If the Fund’s e book earnings is lower than taxable earnings, the Fund might be required to make distributions exceeding
e book earnings to qualify as a regulated funding firm that’s accorded particular tax remedy.

Passive Overseas Funding Corporations

Funding by the Fund in sure
passive international funding corporations (“PFICs”) might topic the Fund to a U.S. federal earnings tax (together with curiosity prices)
on distributions obtained from the corporate or on proceeds obtained from the disposition of shares within the firm, which tax can’t be
eradicated by making distributions to Fund shareholders. Nevertheless, the Fund could elect to deal with a PFIC as a professional electing fund (“QEF”),
during which case the Fund can be required to incorporate its share of the corporate’s earnings and internet capital positive aspects yearly, regardless
of whether or not it receives any distribution from the corporate.

The Fund additionally could make an election
to mark the positive aspects (and to a restricted extent losses) in such holdings “to the market” as if it had offered and repurchased its
holdings in these PFICs on the final day of the Fund’s taxable yr. Such positive aspects and losses are handled as extraordinary earnings and loss.
The QEF and mark-to-market elections could speed up the popularity of earnings (with out the receipt of money) and enhance the quantity required
to be distributed for the Fund to keep away from taxation. Making both of those elections, subsequently, could require the Fund to liquidate different
investments (together with when it isn’t advantageous to take action) to satisfy its distribution requirement, which additionally could speed up the popularity
of achieve and have an effect on the Fund’s complete return.

Overseas Foreign money Transactions

The Fund’s transactions
in foreign currency echange, international currency-denominated debt securities and sure international forex choices, futures contracts and ahead
contracts (and comparable devices) could give rise to extraordinary earnings or loss to the extent such earnings or loss outcomes from fluctuations
within the worth of the international forex involved.

Overseas Taxation

Earnings obtained by the Fund
from sources inside international nations could also be topic to withholding and different taxes imposed by such nations. Tax treaties and conventions
between sure nations and the U.S. could scale back or get rid of such taxes. If greater than 50% of the worth of the Fund’s complete belongings
on the shut of its taxable yr consists of securities of international companies, the Fund might be able to elect to “cross by”
to the Fund’s shareholders the quantity of eligible international earnings and comparable taxes paid by the Fund. If this election is made, a
shareholder usually topic to tax can be required to incorporate in gross earnings (along with taxable dividends truly obtained)
his or her professional rata share of the international taxes paid by the Fund, and could also be entitled both to deduct (as an itemized deduction) his or
her professional rata share of international taxes in computing his or her taxable earnings or to make use of it as a international tax credit score towards his or her U.S.
federal earnings tax legal responsibility, topic to sure limitations. Specifically, a shareholder should maintain his or her shares (with out safety
from threat of loss) on the ex-dividend date and for at the least 15 extra days through the 30-day interval surrounding the ex-dividend date to
be eligible to say a international tax credit score with respect to a achieve dividend. No deduction for international taxes could also be claimed by a shareholder
who doesn’t itemize deductions. Every shareholder can be notified inside 60 days after the shut of the Fund’s taxable yr whether or not
the international taxes paid by the Fund will “cross by” for that yr.

Usually, a credit score for international
taxes is topic to the limitation that it could not exceed the shareholder’s U.S. tax attributable to his or her complete international supply
taxable earnings. For this function, if the pass-through election is made, the supply of the Fund’s earnings will move by to shareholders
of the Fund. With respect to the Fund, positive aspects from the sale of securities can be handled as derived from U.S. sources and sure forex
fluctuation positive aspects, together with fluctuation positive aspects from international currency-denominated debt securities, receivables and payables can be handled
as extraordinary earnings derived from U.S. sources. The limitation on the international tax credit score is utilized individually to international supply passive
earnings, and to sure different forms of earnings. A shareholder could also be unable to say a credit score for the complete quantity of his or her proportionate
share of the international taxes paid by the Fund. The international tax credit score can be utilized to offset solely 90% of the revised different minimal
tax imposed on companies and people and international taxes usually aren’t deductible in computing different minimal taxable earnings.

Unique Subject Low cost and Pay-In-Variety Securities

Present federal tax regulation requires
the holder of a U.S. Treasury or different fastened earnings zero coupon safety to accrue as earnings every year a portion of the low cost at which
the safety was bought, though the holder receives no curiosity cost in money on the safety through the yr. As well as,
pay-in-kind securities will give rise to earnings, which is required to be distributed and is taxable though the Fund holding the safety
receives no curiosity cost in money on the safety through the yr.

A few of the debt securities
(with a set maturity date of multiple yr from the date of issuance) which may be acquired by the Fund could also be handled as debt securities
which are issued initially at a reduction. Usually, the quantity of the unique situation low cost (“OID”) is handled as curiosity
earnings and is included in earnings over the time period of the debt safety, though cost of that quantity just isn’t obtained till a later
time, normally when the debt safety matures. A portion of the OID includable in earnings with respect to sure high-yield company debt
securities (together with sure pay-in-kind securities) could also be handled as a dividend for U.S. federal earnings tax functions.

A few of the debt securities
(with a set maturity date of multiple yr from the date of issuance) which may be acquired by the Fund within the secondary market
could also be handled as having market low cost. Usually, any achieve acknowledged on the disposition of, and any partial cost of principal on,
a debt safety having market low cost is handled as extraordinary earnings to the extent the achieve, or principal cost, doesn’t exceed the
“accrued market low cost” on such debt safety. Market low cost usually accrues in equal every day installments. The Fund could
make a number of of the elections relevant to debt securities having market low cost, which might have an effect on the character and timing of
recognition of earnings.

Some debt securities (with
a set maturity date of 1 yr or much less from the date of issuance) which may be acquired by the Fund could also be handled as having acquisition
low cost, or OID within the case of sure forms of debt securities. Usually, the Fund can be required to incorporate the acquisition low cost,
or OID, in earnings over the time period of the debt safety, though cost of that quantity just isn’t obtained till a later time, normally when
the debt safety matures. The Fund could make a number of of the elections relevant to debt securities having acquisition low cost, or
OID, which might have an effect on the character and timing of recognition of earnings.

The Fund that holds the foregoing
sorts of securities could also be required to pay out as an earnings distribution every year an quantity that’s better than the whole quantity of
money curiosity the Fund truly obtained. Such distributions could also be constructed from the money belongings of the Fund or by liquidation of portfolio
securities, if vital (together with when it isn’t advantageous to take action). The Fund could notice positive aspects or losses from such liquidations.
Within the occasion the Fund realizes internet capital positive aspects from such transactions, its shareholders could obtain a bigger capital achieve distribution,
if any, than they’d within the absence of such transactions.

Shareholders of the Fund could
be topic to state and native taxes on distributions obtained from the Fund and on redemptions of the Shares.

A short clarification of the
type and character of the distribution accompany every distribution. In January of every yr, the Fund points to every shareholder an announcement
of the federal earnings tax standing of all distributions.

Shareholders ought to seek the advice of
their tax advisors in regards to the software of federal, state and native and international tax regulation in gentle of their specific state of affairs.

[_____], positioned at [_____],
serves because the Fund’s impartial registered public accounting agency for the present fiscal yr. The agency supplies providers together with
(i) audit of the Fund’s annual monetary statements, (ii) tax providers for the Fund, and (iii) help and session in connection
with SEC filings.

Thompson Hine LLP, 41 South
Excessive Road, Suite 1700, Columbus, Ohio 43215, serves because the Belief’s authorized counsel.

The audited monetary statements
and associated report of [____], impartial registered public accounting agency, contained within the Belief’s Annual Report, are hereby
integrated by reference. A duplicate of the Belief’s Annual Report could also be obtained upon request and with out cost by calling 1 (855)
772-8488 throughout regular enterprise hours. No different parts of the Fund’s Annual Report are integrated herein by reference.

Insurance policies and Procedures

Simplify Asset Administration, Inc. (“SAMI”
or the “Firm”) has the authority to vote proxies with respect of securities in shopper accounts (“Consumer Securities”)
over which the Firm has voting discretion. In such instances, the Firm will forged proxy votes in a fashion that’s in line with the
greatest pursuits of the Firm’s shoppers. The place the Firm undertakes proxy voting duties on behalf of a number of shoppers,
it shall think about whether or not it ought to have totally different voting insurance policies for some or all of those totally different shoppers, relying on the funding
technique and goals of every shopper. These proxy voting insurance policies and procedures are designed to cope with the complexities which can
come up in instances the place the Firm’s pursuits battle or seem to battle with the pursuits of its shoppers and to offer a replica
of proxy voting and these procedures upon shopper request. SAMI may also make obtainable the report of the Firm’s votes promptly
upon request.

Until contractually obligated to vote in a sure
method, the Firm will attain its voting choices independently, after acceptable investigation. It doesn’t usually intend to delegate
its decision-making or to depend on the suggestions of any third celebration, though it could take such suggestions into consideration.
The place the Firm deviates from the rules listed under, or relies upon upon a 3rd celebration to make the choice, the explanations shall be
documented. SAMI could seek the advice of with such different consultants, reminiscent of CPA’s, funding bankers, attorneys, and many others., because it deems vital
to assist attain knowledgeable choices.

The CCO is liable for monitoring the effectiveness of this coverage.

SAMI usually will monitor proposed company
actions and proxy points concerning shopper securities and should take any of the next actions primarily based on the most effective pursuits of its shoppers:
(i) decide vote the proxies; (ii) abstain; or (iii) comply with the suggestions of an impartial proxy voting service in voting
the proxies.

Basically, the Firm will decide
vote proxies primarily based on cheap judgment of the vote more than likely to supply favorable monetary outcomes for its shoppers. Proxy votes
usually can be forged in favor of proposals that preserve or strengthen the shared pursuits of shareholders. Proxy votes usually will
be forged towards proposals having the other impact. The Firm will at all times think about all sides of every proxy situation.

Non-Voting of Proxies

SAMI will usually not vote proxies within the following
conditions:

Administration Proposals

Absent good cause on the contrary, the Firm
will usually give substantial weight to administration suggestions concerning voting. That is primarily based on the view that administration is normally
in the most effective place to know which company actions are in the most effective pursuits of widespread shareholders as a complete.

SAMI will usually vote for routine issues proposed
by issuer administration, reminiscent of setting a time or place for an annual assembly, altering the identify or fiscal yr of the corporate, or voting
for administrators in favor of the administration proposed slate. Different routine issues during which the Firm will usually vote together with firm
administration embrace: appointment of auditors; charges paid to board members; and alter within the board construction. The Firm will usually
vote together with administration so long as the proposal doesn’t: i) measurably change the construction, administration, management or operations of
the corporate; ii) measurably change the phrases of, or charges or bills related to, an funding within the firm; and (iii) the proposal
is in line with customary trade requirements and practices, in addition to the legal guidelines of the state of incorporation relevant to the corporate.
Routine issues could not necessitate the identical stage of research than non-routine issues.

Non-Routine Issues

Non-routine issues embrace things like:

In non-routine issues, the Firm will try to be usually
accustomed to the questions at situation. Non-routine issues can be voted on a case-by-case foundation given the complexity of many of those
points.  When figuring out vote non-routine issues the Firm shall conduct an issue-specific evaluation, giving consideration
to the potential impact on the worth of a shopper’s investments, documentation of the evaluation shall be maintained within the Firm’s
proxy voting recordsdata.

Processing Proxy Votes

The CCO will be liable for figuring out
whether or not every proxy is for a “routine” matter, as described above, and whether or not the coverage and procedures set forth herein truly
deal with the particular situation. For proxies that aren’t clearly “routine”, the Firm, along side the CCO, will decide
vote every such proxy by making use of these insurance policies and procedures. Upon making a choice, the proxy can be executed and returned
for submission to the issuer. SAMI’s proxy voting report can be up to date on the time the proxy is submitted.

An impartial proxy voting advisory and analysis
agency could also be appointed as a “Proxy Service” for voting the Firm’s proxies after approval by the CCO.

Periodic Testing

The Firm shall consider compliance by periodically
sampling the proxy votes it casts on behalf of its shoppers by sampling proxy votes that relate to proposals which are non-routine issues
and require extra issue-specific evaluation (e.g., mergers and acquisition transactions, dissolutions, conversions, or consolidations).

Conflicts of Curiosity

Conflicts of curiosity between the Firm or a
principal of the Firm and the Firm’s shoppers with respect to a proxy situation conceivably could come up, for instance, from
private or skilled relationships with an issuer or with the administrators, candidates for director, or senior executives of an issuer.

Potential conflicts of curiosity between the Firm
and its shoppers could come up when the Firm’s relationships with an issuer or with a associated third celebration truly battle, or seem
to battle, with the most effective pursuits of the Firm’s shoppers.

If the difficulty is particularly addressed in these
insurance policies and procedures, the Firm will vote in accordance with these insurance policies. In a state of affairs the place the difficulty just isn’t particularly addressed
in these insurance policies and procedures and an obvious or precise battle exists, the Firm shall both: i) delegate the voting choice
to an impartial third celebration; ii) inform shoppers of the battle of curiosity and procure advance consent of a majority of such shoppers
for a selected voting choice; or iii) acquire approval of a voting choice from the Firm’s CCO, who can be liable for
documenting the rationale for the choice made and voted.

In all such instances, the Firm will make disclosures
to shoppers of all materials conflicts and can maintain documentation supporting its voting choices.

If the CCO determines {that a} materials battle
of curiosity exists, the next procedures shall be adopted:

Disclosure to Shoppers

A abstract of the Firm’s proxy voting
coverage can be included within the Firm’s Disclosure Brochure. The total textual content of the Firm’s proxy voting coverage can be offered
to shoppers upon request.

Proxy Advisory Agency

When the Firm retains a proxy advisory agency
to offer analysis, voting suggestions or voting execution providers, the Firm shall conduct cheap oversight to make sure the
proxy advisor’s suggestions are in line with the Firm’s proxy voting insurance policies and in the most effective curiosity of the Firm’s
shoppers and buyers. The extent of oversight could fluctuate relying on (1) the scope of the funding adviser’s voting authority,
and (2) the kind of capabilities and providers that the funding adviser has retained the proxy advisory agency to carry out.

Periodic Advisory Agency Testing

The Firm shall periodically consider the proxy
providers offered by third celebration suppliers which ought to think about the providers, suggestions made by the supplier and the way the supplier
voted, as relevant, and think about the steps enumerated under.

When conducting oversight of a proxy advisory
agency, the Firm ought to think about taking the next steps:

Class Motion Lawsuits

Once in a while, securities held within the accounts
of shoppers would be the topic of sophistication motion lawsuits. SAMI has no obligation to find out if securities held by the shopper are topic
to a pending or resolved class motion lawsuit. It additionally has no responsibility to guage a shopper’s eligibility or to submit a declare to take part
within the proceeds of a securities class motion settlement or verdict. Moreover, the Firm has no obligation or duty to provoke
litigation to get better damages on behalf of shoppers who could have been injured due to actions, misconduct, or negligence by company
administration of issuers whose securities are held by shoppers.

The place the Firm receives written or digital
discover of a category motion lawsuit, settlement, or verdict straight regarding a shopper account, it is going to ahead all notices, proof of
declare kinds, and different supplies, to the shopper. Email correspondence is appropriate the place acceptable if the shopper has licensed contact
on this method.

PART
C: OTHER INFORMATION

Merchandise
28. Reveals

Merchandise
29. Individuals Managed by or Beneath Frequent Management with the Funds

The desk under depicts the individuals managed
or underneath widespread management with the Funds:

Every a Managed Overseas Company was fashioned underneath and is topic
to the legal guidelines of the Cayman Islands. The monetary statements of every Cayman Managed Overseas Company are consolidated with the monetary
statements of its respective fund.

Merchandise
30. Indemnification

Pursuant
to the Settlement and Declaration of Belief (the “Declaration”), each one that is, or has been, a Trustee, officer, or worker
of the Belief, together with individuals who serve on the request of the Belief as administrators, trustees, officers, staff or brokers of one other
group during which the Belief has an curiosity as a shareholder, creditor or in any other case (“Coated Particular person”), shall be indemnified
by the Belief to the fullest extent permitted by regulation towards legal responsibility and towards all bills fairly incurred or paid by him in
reference to any declare, motion, swimsuit or continuing during which he turns into concerned as a celebration or in any other case by advantage of his being or
having been such a Trustee, director, officer, worker or agent and towards quantities paid or incurred by him in settlement thereof.

No
indemnification shall be offered underneath the Declaration to a Coated Particular person to the extent such indemnification is prohibited by relevant
federal regulation.

The Underwriting Settlement supplies that the Registrant agrees to indemnify and
maintain innocent Foreside Monetary Companies, LLC (the “Distributor”), its associates and every of their respective administrators,
officers and staff and brokers and any one that controls the Distributor inside the that means of Part 15 of the Securities Act of
1933 towards any loss, legal responsibility, declare, damages or expense (together with the cheap value of investigating or defending any alleged loss,
legal responsibility, declare, damages or expense and cheap counsel charges incurred in connection therewith) that the Distributor could incur arising
out of or primarily based upon: (i) Distributor serving as distributor for the Belief in compliance with this Settlement and relevant regulation; (ii)
the allegation of any wrongful act of the Belief or any of its administrators, officers, staff or associates in reference to its duties
and duties on this Settlement; (iii) any declare that the Registration Assertion, Prospectus, Assertion of Further Info,
product description, shareholder reviews, Advertising Supplies and ads particularly authorized by the Registrant and the Adviser/Sub-Adviser
or different data filed or made public by the Registrant (as occasionally amended) included an unfaithful assertion of a fabric
truth or omitted to state a fabric truth required to be acknowledged therein or vital with a purpose to make the statements therein (and within the
case of the Prospectus, Assertion of Further Info and product description, in gentle of the circumstances underneath which they had been
made) not deceptive underneath the Securities Act, or some other statute or the widespread regulation; (iv) the breach by the Registrant of any obligation,
illustration or guarantee contained on this Settlement; or (v) the Registrant’s failure to conform in any materials respect with relevant
securities legal guidelines.

Merchandise
31. Enterprise and Different Connections of the Funding Adviser

An outline of some other enterprise, career, vocation,
or employment of a considerable nature during which the Adviser or every Sub-Adviser is ready forth within the relevant Fund’s Prospectus
within the part entitled “Administration” and Assertion of Further Info within the part titled “Funding Adviser”.

The data required
by this Merchandise 31 with respect to every director, officer or associate of the Adviser is integrated by reference to the Adviser’s Kind
ADV (File No. 801-119255). The Adviser’s Kind ADV could also be obtained, freed from cost,
on the SEC’s web site at www.adviserinfo.sec.gov. The data required by this Merchandise 31 with respect to every director, officer or associate
of the Sub-Adviser is integrated by reference to the Sub-Adviser’s Kind ADV (File No. 801-119673).
The Sub-Adviser’s Kind ADV could also be obtained, freed from cost, on the SEC’s web site at www.adviserinfo.sec.gov. The data
required by this Merchandise 31 with respect to every director, officer or associate of Altis Companions
(Jersey) Restricted is integrated by reference to its NFA Registration (NFA ID: 0358093). Info
concerning Altis Companions (Jersey) Restricted NFA Registration is accessible, freed from cost,
on the NFA’s web site at www.nfa.futures.org.

Merchandise
32. Principal Underwriters

(a)
Foreside Monetary Companies, LLC (f/okay/a/ BHIL Distributors, LLC) (the “Distributor”) serves as principal underwriter for
the next funding corporations registered underneath the Funding Firm Act of 1940, as amended:

(b)
The next are the Officers and Supervisor of the Distributor, the Registrant’s underwriter. The Distributor’s primary enterprise
deal with is Three Canal Plaza, Suite 100, Portland, ME 04101.