Form 485APOS Simplify Exchange Traded

Funding Goal: The Simplify Volt
Web3 ETF (the “Fund”) seeks to supply 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. Traders 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 should not included within the expense instance beneath.

Instance: This Instance is meant
that can assist you examine 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 simply 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 can be:

Portfolio Turnover: The Fund pays
transaction prices, equivalent to commissions, when it buys and sells securities (or “turns over” its portfolio). A better portfolio
turnover charge might point out larger transaction prices and will end in 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
shouldn’t be but operational, it doesn’t have a portfolio turnover charge.

Principal Funding Methods: The adviser
and sub-adviser search to realize the Fund’s funding goal by investing primarily in fairness securities of U.S. and overseas
Web3 firms (as outlined beneath). The adviser applies an possibility overlay technique to the Fund’s fairness investments.

Fairness Technique

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

Web3 firms are firms 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 will embrace metaverse firms. Metaverse firms are firms
that the sub-adviser believes assist deliver the ‘metaverse’, a computerized digital surroundings, to the plenty. The ‘metaverse’
might play a big half in web innovation, as it might enable customers to personal items of digital property by non-fungible tokens or digital
tokens.

In deciding on Web3 firms, the sub-adviser
seeks to determine, utilizing its personal inside analysis and evaluation, firms capitalizing or enabling the additional growth of Web3 applied sciences.
The sub-adviser’s inside analysis and evaluation leverages insights from various sources, together with inside and exterior analysis,
to develop and refine its funding themes and determine and make the most of developments which have ramifications for particular person firms
or total industries.

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

The Fund invests as much as
10% of its complete belongings within the Grayscale Bitcoin Belief. The Grayscale Bitcoin Belief is a non-public fund that isn’t 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 worth of Bitcoin.
The Fund won’t put money into cryptocurrencies instantly or by the usage of derivatives. The Fund additionally won’t put money into preliminary coin
choices. The Fund might, nonetheless, have oblique publicity to cryptocurrencies by advantage of its investments in working firms 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
instantly in any cryptocurrency, it won’t observe value actions of any cryptocurrency.

The Fund is assessed as a “non-diversified”
funding firm underneath the Funding Firm Act of 1940, as amended, which signifies that the Fund might 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 web belongings might be
topic to the Fund’s possibility 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 possibility, the
Fund has the correct, however not the duty, to purchase a inventory or different asset at a specified value (strike value) inside a selected time interval.
When the Fund purchases a put possibility, the Fund has the correct, however not the duty, to promote a inventory or different asset at a specified value
(strike value) 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 might 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 might 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 price,
strike value (value that the choice may 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 possibility
expiration dates. Nonetheless, the Fund might rebalance its possibility portfolio on a extra frequent foundation for plenty of causes equivalent to market
volatility renders the safety offered by the choice technique ineffective or an possibility place has appreciated to the purpose that
it’s prudent to lower the Fund’s publicity and understand features for the Fund’s shareholders. Whereas the choice overlay is meant
to enhance the Fund’s efficiency, there isn’t 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 improve
or lower in worth depends upon how far the market has moved from the time the choices place was initiated. The worth of the Fund’s
name choices might rise sooner than the market if the adviser efficiently selects choices that recognize in worth.

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

The next describes the dangers the Fund bears
with respect to its investments. As with every fund, there isn’t a assure that the Fund will obtain its objective.

Subsequent Technology 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 companies, equivalent to firms that depend on or profit from the elevated use of shared
know-how, infrastructure and companies. These firms might embrace mail order homes which generate everything of their enterprise by
web sites and which supply internet-based services and products, equivalent to streaming media or cloud storage along with conventional bodily
items. These firms may embrace ones that develop, use or depend on modern fee methodologies, massive knowledge, the “web
of issues,” machine studying, and social distribution and media.

Lively Administration Threat. The Fund is topic
to the danger that the funding administration technique might not produce the meant outcomes and will negatively affect Fund efficiency. The
adviser’s overlay technique won’t totally shield the Fund from declines out there.

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 set 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 may be unstable and may adversely have an effect on the
worth of the Grayscale Bitcoin Belief. At present, there’s comparatively small use of bitcoins within the retail and industrial market in
comparability to the comparatively giant use of bitcoins by speculators, thus contributing to cost volatility that might 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. In consequence, any incorrectly executed bitcoin transactions may adversely have an effect on the worth of the Fund’s
funding within the Grayscale Bitcoin Belief. Shares of the Grayscale Bitcoin Belief might commerce at a premium or low cost to the web asset worth
of the Grayscale Bitcoin Belief.

Blockchain Investments Threat. An funding
in firms 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 should not backed by any authorities.
Cryptocurrencies might expertise very excessive volatility, and associated funding autos that put money into cryptocurrencies could also be affected
by such volatility. Cryptocurrency shouldn’t be authorized tender. Federal, state or overseas governments might limit the use and change of cryptocurrency,
and regulation within the U.S. continues to be growing. Cryptocurrency exchanges have stopped working and have completely shut down as a result of
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 spinoff
funding. The usage of spinoff devices includes dangers totally different from, or probably larger than, the dangers related to investing
instantly in securities and different conventional investments. These dangers embrace (i) the danger that the counterparty to a spinoff transaction
might not fulfill its contractual obligations; (ii) threat of mispricing or improper valuation; and (iii) the danger that adjustments within the worth
of the spinoff might not correlate completely with the underlying asset, charge or index.

Disruptive Innovation Threat. Corporations that
the adviser and sub-adviser consider create or capitalize on disruptive innovation and growing applied sciences to displace older applied sciences
or create new markets might not in actual fact accomplish that. Corporations that originally develop a novel know-how might not be capable of capitalize on the
know-how. The Fund might put money into an organization that doesn’t at present derive any income from disruptive improvements or applied sciences, and
there isn’t a assurance that an organization will derive any income from disruptive improvements or applied sciences sooner or later. A disruptive innovation
or know-how might represent a small portion of an organization’s total enterprise. In consequence, the success of a disruptive innovation
or know-how might 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 might shut or difficulty 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 stop 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 value its investments and will incur substantial buying and selling
losses.

Fairness Threat. The web asset worth of the
Fund will fluctuate primarily based on adjustments 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 put money into underlying ETFs. In consequence, the Fund is topic to particular dangers, together with:

Overseas Securities Threat. The Fund’s
investments in overseas securities may be riskier than U.S. securities investments. Investments within the securities of overseas issuers (together with
investments in ADRs) are topic to the dangers related to investing in these overseas markets, equivalent to heightened dangers of inflation
or nationalization. The costs of overseas securities and the costs of U.S. securities have, at occasions, moved in reverse instructions. In
addition, securities of overseas issuers might lose worth as a result of political, financial and geographic occasions affecting a overseas 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 non-public funding fund that isn’t regulated underneath the 1940 Act. The shares of the Grayscale Bitcoin Belief might commerce at a premium
or low cost, might indirectly correspond to the worth of Bitcoin, and are extremely unstable.

Trade 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.

Massive Capitalization Threat. Massive-capitalization
firms could also be much less in a position than smaller capitalization firms to adapt to altering market situations. Massive-capitalization firms
could also be extra mature and topic to extra restricted progress potential in contrast with smaller capitalization firms. Throughout totally different market
cycles, the efficiency of huge capitalization firms 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 might adversely affect issuers in a distinct nation, area or monetary market. Securities within the Fund’s portfolio might underperform
as a result of 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 world occasions related
to these in recent times might end in market volatility and will 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,
limiting worldwide and home journey, and the imposition of extended quarantines or related restrictions, in addition to the compelled
or voluntary closure of, or operational adjustments to, many retail and different companies, has had adverse impacts, and in lots of instances extreme
adverse impacts, on markets worldwide. It’s not identified how lengthy such impacts, or any future impacts of different important occasions described
above, will or would final, however there might be a protracted interval of world financial slowdown, which can affect your Fund funding.

Non-Diversification Threat. The Fund’s
portfolio might concentrate on a restricted variety of investments and might be topic to potential for volatility than a diversified fund.

Choice Threat. As the customer of a put or name
possibility, the Fund dangers dropping the complete premium invested within the possibility if the Fund doesn’t train the choice.

Over-the-Counter Market Threat. Securities
and choices traded in over-the-counter markets might commerce much less often and in restricted volumes and thus exhibit extra volatility and liquidity
threat, and the costs paid by the Fund in over-the-counter transactions might embrace an undisclosed vendor markup. The Fund can also be uncovered
to default by the over-the-counter possibility 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 firms are extra unstable than bigger firms and will expertise larger failure charges
than bigger firms. Small and medium sized firms usually have a decrease buying and selling quantity than bigger firms, which can are inclined to
make their market value fall extra disproportionately than bigger firms in response to promoting pressures and will have restricted markets,
product strains, or monetary sources and lack administration expertise.

Valuation
Threat. The gross sales value the Fund may obtain for any specific portfolio funding might differ from the Fund’s valuation
of the funding, notably for securities or different investments, equivalent to 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 complicated devices or quote costs for them. The Fund’s means to worth its investments could also be impacted
by technological points and/or errors by pricing companies or different third social gathering service suppliers. Shares of Grayscale Bitcoin Belief are
meant to replicate the worth 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 worth of Grayscale Bitcoin Belief might go down even when the worth 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 12 months. As soon as the Fund has accomplished a full calendar 12 months 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
examine 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 stories containing monetary and efficiency data are mailed to shareholders semi-annually. Up to date
efficiency data is on the market 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 answerable for the administration of the Fund.

Buy and Sale of Fund Shares: The Fund
will difficulty and redeem Shares at NAV solely in giant blocks of 25,000 Shares (every block of Shares is known as a “Creation Unit”).
Creation Models are issued and redeemed primarily in-kind for securities however might embrace money. Particular person Shares might solely be bought
and offered in secondary market transactions by brokers. Besides when aggregated in Creation Models in transactions with Approved Individuals,
the Shares should not redeemable securities of the Fund.

Shares of the Fund are listed for buying and selling on the
Alternate and commerce at market costs slightly than NAV. Shares of the Fund might commerce at a value that’s larger than, at, or lower than NAV.

Tax Info: The Fund’s distributions
typically might be taxable as bizarre earnings or long-term capital features. A sale of Shares might end in capital acquire or loss.

Funds to Dealer-Sellers and Different Monetary
Intermediaries: If you are going to buy the Fund by a broker-dealer or different monetary middleman (equivalent to a financial institution), the Fund and its
associated firms might pay the middleman for the sale of Fund shares and associated companies. These funds might 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 supply capital appreciation.
The Fund’s funding goal could also be modified by the Board of Trustees (“Board”) upon 60 days’ written discover
to shareholders.

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

Web3 firms are firms 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 will embrace metaverse firms. Metaverse firms are firms
that the sub-adviser believes assist deliver the ‘metaverse’, a computerized digital surroundings, to the plenty. Metaverse firms
might 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’
might play a big half in web innovation, as it might enable customers to personal items of digital property by non-fungible tokens or digital
tokens.

In deciding on Web3 firms, the sub-adviser seeks
to determine, utilizing its personal inside analysis and evaluation, firms capitalizing or enabling the additional growth of Web3 applied sciences.
The sub-adviser’s inside analysis and evaluation leverages insights from various sources, together with inside and exterior analysis,
to develop and refine its funding themes and determine and make the most of developments which have ramifications for particular person firms
or total 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 possibility, the Fund has the correct, however not the duty, to purchase a inventory or different asset at a specified value (strike
value) inside a selected time interval. When the Fund purchases a put possibility, the Fund has the correct, however not the duty, to promote a
inventory or different asset at a specified value (strike value) inside a selected time interval.

As much as twenty p.c of the Fund’s web belongings
might be topic to the Fund’s convexity possibility 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 might 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 might fall lower than the market as a result of the adviser will promote or train the put choices. The adviser typically
selects choices with strike costs at the very least 5% out of the cash at buy. A name possibility is out of the cash if the strike value is
larger on the time of buy than the market value of the underlying asset. A put possibility is out of the cash if the strike value is
decrease than the market value of the underlying asset. The adviser selects choices primarily based upon its analysis of relative worth primarily based on
price, strike value (value that the choice may 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
possibility expiration dates. Nonetheless, the Fund might rebalance its possibility portfolio on a extra frequent foundation for plenty of causes equivalent to
market volatility renders the safety offered by the choice technique ineffective or an possibility place has appreciated to the purpose
that it’s prudent to lower the Fund’s publicity and understand features for the Fund’s shareholders. The adviser actively trades
choices utilizing a scientific proprietary strategy that rebalances at the very least month-to-month. The adviser manages the usage of choices in order that the annualized
price 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 isn’t a assure that it’s going to enhance efficiency.

If the adviser determines that buying choices
shouldn’t be an economical solution to implement the overlay technique, it might make use of choices spreads. In a name possibility unfold, the Fund purchases
a name possibility whereas promoting (writing) a name possibility that’s additional out of the cash to partially offset the price of the bought possibility.
In a put possibility unfold, the Fund purchases a put possibility whereas promoting (writing) a put possibility that’s additional out of the cash to partially
offset the price of the bought possibility.

Momentary Defensive Positions

Every now and then, the Fund might take short-term
defensive positions, that are inconsistent with the Fund’s principal funding methods, in making an attempt to answer hostile
market, financial, political, or different situations. For instance, the Fund might 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 mounted earnings securities, certificates
of deposit, bankers acceptances, industrial paper, cash market funds and repurchase agreements. Whereas the Fund is in a defensive place,
the chance to realize its funding goal might be restricted. If the Fund invests in a cash market fund, the shareholders of the
Fund typically might be topic to duplicative administration charges. Though the Fund would do that solely in looking for to keep away from losses, the Fund
might be unable to pursue its funding goal throughout that point, and it may scale back the profit from any upswing out there.

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 exchange 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 danger that its funding administration technique might not produce the meant outcomes. There may 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 set 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 may be
unstable and may adversely have an effect on the worth of the Grayscale Bitcoin Belief. At present, there’s comparatively small use of bitcoins within the
retail and industrial market compared to the comparatively giant use of bitcoins by speculators, thus contributing to cost volatility
that might 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. In consequence, any incorrectly executed bitcoin transactions may adversely have an effect on
the worth of the Fund’s funding within the Grayscale Bitcoin Belief. Shares of the Grayscale Bitcoin Belief might commerce at a premium
or low cost to the web asset worth of the Grayscale Bitcoin Belief.

Blockchain Investments Threat. An funding in firms
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 should not backed by any authorities. Cryptocurrencies might expertise very excessive volatility, and associated funding autos that
put money into cryptocurrencies could also be affected by such volatility. Cryptocurrency shouldn’t be authorized tender. Federal, state or overseas governments
might limit the use and change of cryptocurrency, and regulation within the U.S. continues to be growing. Cryptocurrency exchanges have stopped
working and have completely shut down as a result of 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 spinoff devices includes dangers totally different from, or probably larger than, the dangers related to investing instantly in
securities and different conventional investments. These dangers embrace (i) the danger that the counterparty to a spinoff transaction might not
fulfill its contractual obligations; (ii) threat of mispricing or improper valuation; and (iii) the danger that adjustments within the worth of the
spinoff might not correlate completely with the underlying asset, charge or index. By-product costs are extremely unstable and will fluctuate
considerably throughout a brief time period. Such costs are influenced by quite a few components 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, adjustments in rates of interest, inflation and deflation and adjustments in provide and demand relationships. Buying and selling spinoff devices
includes dangers totally different from, or probably larger than, the dangers related to investing instantly in securities.

Disruptive Innovation Threat. Corporations that
the adviser and sub-adviser consider are capitalizing on disruptive innovation and growing applied sciences to displace older applied sciences
or create new markets might not in actual fact accomplish that. Corporations that originally develop a novel know-how might not be capable of capitalize on the
know-how. Corporations that develop disruptive applied sciences might face political or authorized assaults from rivals, trade teams or native
and nationwide governments. These firms may be uncovered to dangers relevant to sectors apart from the disruptive innovation theme
for which they’re chosen, and the securities issued by these firms might underperform the securities of different firms which are primarily
centered on a specific theme. The Fund might put money into 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 might represent a small portion of an organization’s total enterprise. In consequence, the success of
a disruptive innovation or know-how might 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 might shut or difficulty 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 stop 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 value its investments and will incur substantial buying and selling
losses.

Fairness Threat. Fairness securities are inclined
to basic inventory market fluctuations and to unstable will increase and reduces in worth. The fairness securities held by the Fund might expertise
sudden, unpredictable drops in worth or lengthy intervals of decline in worth. This will likely happen due to components affecting securities markets
typically, the fairness securities of a specific sector, or a specific firm.

ETF Construction Threat: The Fund is structured as an ETF. In consequence,
the Fund is topic to particular dangers, together with:

Overseas Securities Threat. Funding in
the securities of overseas issuers includes dangers past these related to investments in U.S. securities. These extra dangers
embrace larger market volatility, the provision of much less dependable monetary data, larger transactional and custody prices, taxation
by overseas governments, decreased market liquidity and political instability. As a result of many overseas securities markets could also be restricted
in dimension, the costs of securities that commerce in such markets could also be influenced by giant merchants. Sure overseas markets which have traditionally
been thought of comparatively secure might develop into 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 international locations or areas. Overseas issuers are sometimes topic to much less
stringent necessities concerning accounting, auditing, monetary reporting and document holding than are U.S. issuers, and due to this fact, not
all materials data could also be accessible or dependable. Securities exchanges or overseas governments might undertake guidelines or rules that
might negatively affect the Fund’s means to put money into overseas securities or might stop the Fund from repatriating its investments.
As well as, the Fund might 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 non-public funding fund that isn’t regulated underneath the 1940 Act. The shares of the Grayscale Bitcoin Belief might commerce at a premium
or low cost, might indirectly correspond to the worth of Bitcoin, and are extremely unstable.

Trade 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. 

Massive Capitalization Threat. Massive-capitalization
firms could also be much less in a position than smaller capitalization firms to adapt to altering market situations. Massive-capitalization firms
could also be extra mature and topic to extra restricted progress potential in contrast with smaller capitalization firms. Throughout totally different market
cycles, the efficiency of huge capitalization firms 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. Traders within the Fund bear the danger that the Fund might
not achieve success in implementing its funding methods, could also be unable to implement sure of its funding methods or might fail
to draw adequate belongings, any of which may end result within the Fund being liquidated and terminated at any time with out shareholder approval
and at a time that will not be favorable for all shareholders. Such a liquidation may have adverse tax penalties for shareholders
and can trigger shareholders to incur bills of liquidation. The adviser might not obtain its meant end in 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 might adversely affect issuers in a distinct nation, area or monetary market. Securities within the Fund’s portfolio might underperform
as a result of 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 world occasions related
to these in recent times might end in market volatility and will 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,
limiting worldwide and home journey, and the imposition of extended quarantines or related restrictions, in addition to the compelled
or voluntary closure of, or operational adjustments to, many retail and different companies, has had adverse impacts, and in lots of instances extreme
adverse impacts, on markets worldwide. It’s not identified how lengthy such impacts, or any future impacts of different important occasions described
above, will or would final, however there might be a protracted interval of world financial slowdown, which can affect your funding.

Subsequent Technology 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 companies, equivalent to firms that depend on or profit from the elevated use of shared
know-how, infrastructure and companies. These firms might embrace mail order homes which generate everything of their enterprise by
web sites and which supply internet-based services and products, equivalent to streaming media or cloud storage along with conventional bodily
items. These firms may embrace ones that develop, use or depend on modern fee methodologies, massive knowledge, the “web
of issues,” machine studying, and social distribution and media.

Non-Diversification Threat. The Fund is non-diversified.
Which means that it might make investments a bigger portion of its belongings in a restricted variety of firms 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 firms that might be in the identical
or associated financial sectors, the Fund’s portfolio could also be extra inclined to any single financial, technological or regulatory incidence
than the portfolio of a diversified fund.

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

Over-the-Counter Market Threat. Securities
and choices traded in over-the-counter markets might commerce much less often and in restricted volumes and thus exhibit extra volatility and liquidity
threat, and the costs paid by the Fund in over-the-counter transactions might embrace an undisclosed vendor markup. The Fund can also be uncovered
to default by the over-the-counter possibility 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 firms contain substantial threat. These firms might have restricted product strains, markets
or monetary sources, and so they could also be depending on a restricted administration group. Shares of those firms could also be topic to extra abrupt
or erratic market actions than these of bigger, extra established firms or the market averages normally.

Valuation
Threat. The gross sales value the
Fund may obtain for any specific portfolio funding might differ from the Fund’s valuation of the funding, notably
for securities or different investments, equivalent to 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 complicated
devices or quote costs for them. The Fund’s means to worth its investments could also be impacted by technological points and/or
errors by pricing companies or different third social gathering service suppliers. Shares of Grayscale Bitcoin Belief are meant to replicate the worth
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 worth of Grayscale Bitcoin Belief might go down even when the worth 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 units; 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 might trigger
disruptions and affect the Fund’s enterprise operations, doubtlessly leading to monetary losses; interference with the Fund’s
means 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 extra compliance prices; in addition to the inadvertent launch of confidential data.

Related hostile penalties may end result from
cybersecurity breaches affecting issuers of securities through 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 firms,
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 view to stop any cybersecurity breaches sooner or later.

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

The Adviser is paid a month-to-month administration price at
an annual charge (said as a proportion of the typical day by day web belongings of the Fund) of [0.95%]. The administration settlement between the Fund
and the Adviser gives that the Adviser can pay all working bills of the Fund, apart 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 might be accessible 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 Traders
from 2015 to 2020, the place he based and led Principal’s ETF enterprise phase. Mr. Kim has a Bachelors diploma from Dartmouth and
a Masters in Enterprise Administration in Finance from the Wharton Faculty 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 focuses on proprietary buying and selling. He has specialised in growing asset allocation, portfolio
administration, and threat administration techniques for managing non-public and institutional wealth. Mr. Berns has a PhD in Physics from the Massachusetts
Institute of Know-how 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 Collection B spherical for Sonder Corp. which went on to develop into a profitable Silicon Valley disruptor price over one billion {dollars}. Prior
to 2017, he labored as a senior developer and crew chief for an data know-how and companies 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 answerable for the administration of the Fund.

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

The NAV of the Fund is set on the shut
of standard 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
mixture market worth of all belongings of the Fund, much less its liabilities, divided by the full variety of shares excellent ((assets-liabilities)/quantity
of shares = NAV). The Alternate is closed on weekends and New Yr’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 charges of the Fund, together with administration, administration, and distribution charges, that are accrued
day by day. The dedication of NAV for the Fund for a specific day is relevant to all purposes for the acquisition of shares, as properly
as all requests for the redemption of Creation Models, obtained by the Fund (or a certified dealer or agent, or its approved 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 value on every safety’s main change. Securities
traded or dealt in upon a number of securities exchanges (whether or not home or overseas) for which market quotations are available
and never topic to restrictions towards resale shall be valued on the final quoted gross sales value 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 overseas) and for which over-the-counter market quotations are available typically shall
be valued on the final sale value or, within the absence of a sale, on the imply between the present bid and ask value 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 vendor provided
valuations or matrix pricing, a way of valuing securities by reference to the worth of different securities with related traits,
equivalent to ranking, rate of interest and maturity.

If market quotations should not available,
securities might be valued at their honest market worth as decided utilizing the “honest worth” procedures accredited 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 develop into
accessible or when a value turns into accessible. 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 might
additionally enlist third social gathering consultants equivalent to 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 very least quarterly to guarantee the method produces dependable outcomes.

The Fund might use impartial pricing companies
to help in calculating the worth of the Fund’s portfolio securities. As well as, market costs for overseas securities should not
decided on the similar time of day because the NAV for the Fund.

In computing the NAV, the Fund values overseas
securities held by the Fund on the newest closing value on the change through which they’re traded instantly previous to closing of the Alternate.
Costs of overseas securities quoted in foreign currency are translated into U.S. {dollars} at present charges. If occasions materially affecting
the worth of a safety within the Fund’s portfolio, notably overseas securities, happen after the shut of buying and selling on a overseas
market however earlier than the Fund costs its shares, the safety might 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 value, short-term merchants may 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 accessible
to short-term merchants, however there isn’t a assurance that honest worth pricing insurance policies will stop dilution of the Fund’s NAV by quick
time period merchants. The dedication of honest worth includes subjective judgments. In consequence, utilizing honest worth to cost a safety might end result
in a value materially totally different from the costs utilized by different mutual funds to find out NAV, or from the worth 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 may 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 a minimal funding required. Shares might 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 Yr’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 costs, and you could pay some or the entire unfold between the bid and the provided
value within the secondary market on every leg of a spherical journey (buy and sale) transaction.

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

The Fund might 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 value of the securities accepted by the Fund in change for Shares and an estimated
money element might 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 considered as a “real-time” replace of the NAV per Share as a result of the approximate worth might
not be calculated in the identical method because the NAV, which is computed as soon as a day, typically on the finish of the enterprise day. The Fund shouldn’t be
concerned in, or answerable 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.

E-book Entry

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

Traders proudly owning Shares are helpful homeowners
as proven on the information of DTC or its individuals. DTC serves because the securities depository for all Shares. Individuals in DTC embrace
securities brokers and sellers, banks, belief firms, clearing firms and different establishments that instantly or not directly keep
a custodial relationship with DTC. As a helpful proprietor of Shares, you aren’t entitled to obtain bodily supply of inventory certificates
or to have Shares registered in your title, and you aren’t thought of a registered proprietor of Shares. Subsequently, to train any proper as
an proprietor of Shares, it’s essential to depend upon the procedures of DTC and its individuals. These procedures are the identical as those who apply to
some other securities that you simply maintain in e-book entry or “road title” kind.

Shares can solely be bought and redeemed instantly
from the Fund in Creation Models by Approved Individuals 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 instantly 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 features. With regard to the acquisition or redemption of Creation Models instantly
with the Fund, to the extent effected in-kind (i.e., for securities), these trades don’t trigger the dangerous results that will end result
from frequent money trades. To the extent trades are effected in complete or partly in money, these trades may end in dilution to the
Fund and elevated transaction prices, which may negatively affect the Fund’s means to realize its funding goal. Nonetheless,
direct buying and selling by Approved Individuals is important to making sure that Shares commerce at or near NAV. The Fund additionally employs honest valuation
pricing to attenuate 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 improve if an investor substitutes
money partly or in complete for securities, reflecting the truth that the Fund’s buying and selling prices improve in these circumstances. Given
this construction, the Belief has decided that it’s not 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. Below the Plan, the Fund is permitted to pay distribution charges to
the distributor and different companies that present distribution and shareholder companies (“Service Suppliers”). If a Service Supplier
gives these companies, the Fund might pay charges at an annual charge to not exceed 0.25% of common day by day web 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 until approved 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 improve 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 might come up from frequent money redemption transactions. In a traditional mutual fund, redemptions can
have an hostile tax affect on taxable shareholders if the mutual fund must promote portfolio securities to acquire money to satisfy web fund
redemptions. These gross sales might generate taxable features for the continuing shareholders of the mutual fund, whereas the Shares’ in-kind
redemption mechanism typically won’t result in a tax occasion for the Fund or its ongoing shareholders.

Ordinarily, dividends from web funding earnings,
if any, are declared and paid quarterly by the Fund. The Fund distributes its web realized capital features, if any, to shareholders yearly.
The Fund may pay a particular distribution on the finish of a calendar 12 months to adjust to federal tax necessities.

No dividend reinvestment service is offered by
the Fund. Dealer-dealers might make accessible the DTC book-entry Dividend Reinvestment Service to be used by helpful 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 small print of participation therein. Brokers might require helpful homeowners to stick to particular procedures and timetables.
If this service is on the market and used, dividend distributions of each earnings and realized features might be robotically reinvested in extra
complete shares of the Fund bought within the secondary market.

Distributions in money could also be reinvested robotically
in extra complete Shares provided that the dealer by whom you bought Shares makes such possibility accessible.

Taxes

As with every funding, you must take into account how
your funding in Shares might be taxed. The tax data on this Prospectus is offered as basic data. You need to seek the advice of
your personal tax skilled in regards to the tax penalties of an funding in Shares.

Except your funding in Shares is made by
a tax-exempt entity or tax-deferred retirement account, equivalent to a person retirement account, you want to pay attention to the potential
tax penalties when:

Taxes on Distributions

Distributions from the Fund’s web funding
earnings, together with web short-term capital features, if any, are taxable to you as bizarre earnings, besides that the Fund’s dividends
attributable to its “certified dividend earnings” (i.e., dividends obtained on inventory of most home and sure overseas
firms with respect to which the Fund satisfies sure holding interval and different restrictions), if any, typically are topic to
federal earnings tax for non-corporate shareholders who fulfill these restrictions with respect to their Shares on the charge for web capital
acquire. Part of the Fund’s dividends additionally could also be eligible for the dividends-received deduction allowed to firms — the eligible
portion might not exceed the mixture dividends the Fund receives from home firms topic to federal earnings tax (excluding Actual
Property Funding Trusts) and excludes dividends from overseas firms — topic to related restrictions. Nonetheless, dividends a company
shareholder deducts pursuant to that deduction are topic not directly to the federal various minimal tax.

On the whole, 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 possibility is on the market). Distributions
reinvested in extra Shares by the technique of a dividend reinvestment service, if accessible, might be taxable to shareholders buying
the extra Shares to the identical extent as if such distributions had been obtained in money. Distributions of web long-term capital features,
if any, in extra of web short-term capital losses are taxable as long-term capital features, no matter how lengthy you could have held the Shares.

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

By legislation, the Fund is required to withhold 28% of
your distributions and redemption proceeds if in case you have 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 acquire or loss realized upon a sale
of Shares is mostly handled as long-term capital acquire or loss if the Shares have been held for multiple 12 months and as short-term
capital acquire or loss if the Shares have been held for one 12 months or much less. The flexibility to deduct capital losses from gross sales of Shares might
be restricted.

Taxes on Buy and Redemption of Creation
Models

An Approved Participant that exchanges securities
for Creation Models typically will acknowledge a acquire 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 mixture foundation within the securities surrendered plus any Money Element it
pays. An Approved Participant that exchanges Creation Models for securities will typically acknowledge a acquire 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 Inside Income Service
(“Service”), nonetheless, might 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 whether wash sale guidelines apply and when a loss is perhaps deductible.

Any capital acquire or loss realized upon redemption
of Creation Models is mostly handled as long-term capital acquire or loss if the Shares have been held for multiple 12 months and as short-term
capital acquire or loss if the Shares have been held for one 12 months or much less.

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

The foregoing dialogue summarizes a few of the
potential penalties underneath present federal tax legislation of an funding within the Fund. It’s not an alternative 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 companies to retail and institutional mutual funds.

Foreside Monetary Companies, LLC (the “Distributor”),
situated 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 Trade Regulatory Authority, Inc. (“FINRA”).

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

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

Steady Providing

The tactic by which Creation Models of Shares are
created and traded might elevate 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”), might happen at any level. Dealer-dealers and different individuals are cautioned that some actions on their half might, relying
on the circumstances, end result of their being deemed individuals in a distribution in a fashion which may 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 putting an order with the Distributor, breaks them down into constituent
Shares and sells the Shares on to clients or if it chooses to couple the creation of a provide of latest Shares with an energetic promoting
effort involving solicitation of secondary market demand for Shares. A dedication of whether or not one is an underwriter for functions of
the Securities Act should consider all of the info 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 of a whole description of all of the actions that might
result in a characterization as an underwriter.

Dealer sellers who should not “underwriters”
however are collaborating in a distribution (as contrasted to bizarre secondary buying and selling transactions), and thus coping with Shares that
are a part of an “unsold allotment” throughout the which means of Part 4(3)(C) of the Securities Act of 1933 (the “Securities
Act”), can be unable to make the most of the prospectus supply exemption offered by Part 4(3) of the Securities
Act. It’s because the prospectus supply exemption in Part 4(3) of the Securities Act shouldn’t be accessible in respect of
such transactions because of Part 24(d) of the 1940 Act. In consequence, dealer vendor companies ought to be aware that sellers who
should not underwriters however are collaborating in a distribution (as contrasted with bizarre secondary market transactions) and thus dealing
with Shares which are a part of an overallotment throughout the which means of Part 4(3)(A) of the Securities Act can 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 glad
by the truth that the prospectus is on the market on the Alternate upon request. The prospectus supply mechanism offered in Rule 153
is simply accessible with respect to transactions on an change.

Sellers effecting transactions within the Shares,
whether or not or not collaborating on this distribution, are typically 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 right now. Sooner or later, monetary highlights might be offered in
this part of the Prospectus.

Extra details about the Fund is included
within the Fund’s SAI. The SAI is included into this Prospectus by reference (i.e., legally made part of this Prospectus). The
SAI gives extra particulars in regards to the Fund’s insurance policies and administration. Extra details about the Fund’s investments is
additionally accessible within the Fund’s Annual and Semi-Annual Reviews to Shareholders. Within the Fund’s Annual Report, you will see a
dialogue of the market situations and funding methods that considerably affected the Fund’s efficiency over the past
fiscal 12 months.

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 may additionally write to:

Simplify Alternate Traded Funds

54 W fortieth Road

NY, NY 10018

Reviews and different details about the Fund is
accessible 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 shouldn’t be full
and could also be modified. We might not promote these securities till the registration assertion filed with the Securities and Alternate Fee
is efficient. This SAI shouldn’t be a proposal to promote these securities and isn’t soliciting a proposal to purchase these securities in any state the place
the supply or sale shouldn’t be permitted.

Simplify Volt Web3 ETF

WIII

a collection of Simplify Alternate Traded Funds

STATEMENT OF ADDITIONAL INFORMATION

[____], 2022

Listed and traded on:

the NYSE Arca, Inc.

This Assertion of Extra Info (“SAI”)
shouldn’t be a prospectus and needs to be learn together with the mixed Prospectus of the Simplify Volt Pop Web3 ETF, (the “Fund”)
dated [___], 2022. The Fund’s Prospectus is hereby included by reference, which suggests it’s legally a part of this doc. You
can receive copies of the Fund’s Prospectus, annual or semi-annual stories with out cost by contacting the Fund’s Distributor,
Foreside Monetary Companies, LLC or by calling 1 (855) 772-8488. You may additionally receive a Prospectus by visiting the web site at www.simplify.us/etfs.

TABLE OF CONTENTS

The Fund is a non-diversified
collection 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 might difficulty a limiteless
variety of shares of helpful 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 haven’t any pre-emptive,
conversion or change rights.

The Fund’s funding
goal is to hunt to supply 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 might kind different collection 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 firms that difficulty (and redeem) creation models (“Creation
Models”) to (and from) approved individuals (“Approved Individuals”) 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 could 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 one in all its service suppliers that enables the monetary establishment
to put orders for the acquisition and redemption of Creation Models. The Fund points and redeem shares on a steady foundation at web 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 difficulty 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 should not individually redeemable, however are redeemable solely in Creation Unit aggregations,
and customarily in change for portfolio securities and a specified money fee. A Creation Unit of the Fund consists of a block of 25,000
shares. Shareholders who should not Approved Individuals will be unable to buy or redeem shares instantly with or from the Fund.

The Fund reserves the correct
to supply creations and redemptions of Shares for money. As well as, Shares could also be issued prematurely 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 beneath.

Alternate Itemizing and Buying and selling

There may be no assurance that
the necessities of the NYSE Arca, Inc. (the “Alternate”) mandatory to take care of the itemizing of shares of the Fund will proceed
to be met. The Alternate might, however shouldn’t be 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 document and/or helpful
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 “Extra Info Concerning the Principal Funding Methods and Dangers.” The dialogue beneath dietary supplements, and will
be learn together with, such sections of the Prospectus.

Common Dangers and Concerns

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

The existence of a liquid buying and selling
marketplace for sure securities might rely on whether or not sellers will make a market in such securities. There may be no assurance {that a} market
might be made or maintained or that any such market might be or stay liquid. The worth at which securities could also be offered and the worth of
the Shares might 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 extra bills and sure tax outcomes, which might not be current in a direct funding in such funds. Due
to authorized limitations, the Fund might 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 firms total; until: (i) the underlying funding firm and/or the Fund has
obtained an order for exemptive reduction from such limitations from the SEC; and (ii) the underlying funding firm and the Fund take
applicable steps to adjust to any situations in such order. Within the various, the Fund might 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 Trade Regulatory Authority (“FINRA”) for funds of funds. Along with ETFs, the Fund might make investments
in different funding firms equivalent to open-end mutual funds or exchange-traded funds, throughout the limitations described above. The funding
firm is topic to particular dangers, relying on the character of the Fund. ETFs and mutual funds might make use of leverage, which magnifies
the adjustments within the underlying inventory or different index upon which they’re primarily based. The Fund may depend upon 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”) might buy within the mixture
solely as much as 3% of the full excellent securities of any underlying fund. Accordingly, when affiliated individuals maintain shares of any of the
underlying fund, the Fund’s means to speculate totally in shares of these funds is restricted, and the Adviser should then, in some cases,
choose various investments that might not have been its first choice. The 1940 Act additionally gives that an underlying fund whose
shares are bought by the Fund might 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
due to this fact, might be thought of not readily marketable securities, which, along with different such securities, might not exceed 15% of the
Fund’s complete belongings.

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

Funding selections 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 end result can be an oblique expense to the Fund with out conducting any funding goal.

Alternate Traded Funds

ETFs are sometimes passive funds
that observe their associated index and have the flexibleness of buying and selling like a safety. They’re managed by professionals and sometimes present
the investor with diversification, price 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. Below sure circumstances, the
adviser might put money into ETFs, often known as “inverse funds,” that are designed to provide outcomes reverse to market developments. Inverse
ETFs are funds designed to rise in value when inventory costs are falling.

ETFs have two markets. The
main market is the place establishments swap “creation models” 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 related dangers with open-end and closed-end funds.

Overseas Securities

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

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

Brief Gross sales

The Fund might promote securities
quick as an outright funding technique and to offset potential declines in lengthy positions in related securities. A brief sale is a transaction
through which the Fund sells a safety it doesn’t personal or have the correct to amass (or that it owns however doesn’t want to ship) in anticipation
that the market value 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 social gathering buying
the safety. The Fund is required to make a margin deposit in reference to such quick gross sales; the Fund might need to pay a price to borrow
specific securities and can usually be obligated to pay over any dividends and accrued curiosity on borrowed securities.

If the worth 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 worth declines, the Fund will understand a capital acquire. Any acquire might 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 value
of the safety offered quick and the securities being hedged.

To the extent the Fund sells
securities quick, it should present collateral to the broker-dealer and (besides within the case of quick gross sales “towards the field”)
will keep extra 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 very 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 correct to acquire at no added price, securities similar to these offered quick.

Widespread Inventory

Widespread inventory represents an
fairness (possession) curiosity in an organization, and often possesses voting rights and earns dividends. Dividends on frequent inventory should not mounted
however are declared on the discretion of the issuer. Widespread inventory typically represents the riskiest funding in an organization. As well as,
frequent inventory typically has the best appreciation and depreciation potential as a result of will increase and reduces in earnings are often
mirrored in an organization’s inventory value.

Most well-liked Inventory

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

A elementary threat of investing
in frequent and most popular inventory is the danger that the worth of the inventory would possibly lower. Inventory values fluctuate in response to the actions
of a person firm or in response to basic market and/or financial situations. Traditionally, frequent shares have offered larger
long-term returns and have entailed larger short-term dangers than most popular shares, fixed-income securities and cash market investments.
The market worth of all securities, together with frequent and most popular shares, relies 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 price.

Convertible Securities

Convertible securities embrace
mounted earnings securities which may be exchanged or transformed right into a predetermined variety of shares of the issuer’s underlying frequent
inventory on the possibility of the holder throughout a specified interval. Convertible securities might take the type of convertible most popular inventory,
convertible bonds or debentures, models consisting of “usable” bonds and warrants or a mixture of the options of a number of
of those securities. Convertible securities are senior to frequent shares in an issuer’s capital construction, however are often subordinated
to related non-convertible securities. Whereas offering a fixed-income stream (typically larger in yield than the earnings derivable from
frequent inventory however decrease than that afforded by an identical nonconvertible safety), a convertible safety additionally offers an investor the chance,
by its conversion function, to take part within the capital appreciation of the issuing firm relying upon a market value advance
within the convertible safety’s underlying frequent 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 said charge on particular dates and to repay principal (the bond’s face worth) periodically or on a specified
maturity date. Bonds typically are utilized by firms and governments to borrow cash from buyers.

An issuer might have the correct
to redeem or “name” a bond earlier than maturity, through which case a fund might need to reinvest the proceeds at decrease market charges.
Equally, a fund might need to reinvest curiosity earnings or funds obtained when bonds mature, generally at decrease market charges. Most bonds
bear curiosity earnings at a “coupon” charge that’s mounted for the lifetime of the bond. The worth of a fixed-rate bond often 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) might differ from its coupon charge as its worth rises or falls. When an investor purchases a fixed-rate
bond at a value that’s larger than its face worth, the investor is buying the bond at a premium. Conversely, when an investor purchases
a fixed-rate bond at a value 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
end result that costs for such fixed-rate securities may be extra unstable than costs for such securities which are bought at face worth.
Different kinds of bonds bear curiosity at an rate of interest that’s adjusted periodically. Rates of interest on “floating charge” or
“variable charge” bonds could also be larger or decrease than present market charges for fixed-rate bonds of comparable high quality with related
closing maturities.

Due to their adjustable
rates of interest, the worth of “floating charge” or “variable charge” bonds fluctuates a lot much less in response to market
rate of interest actions than the worth of fixed-rate bonds, however their worth might decline if their rates of interest don’t rise as a lot, or
as rapidly, as rates of interest normally. The Fund might 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 inclined to fluctuate much less with adjustments
in market rates of interest than costs of decrease high quality points and costs of longer maturity points are inclined to fluctuate greater than costs of
shorter maturity points. Bonds could also be senior or subordinated obligations. Senior obligations typically have the primary declare on a company’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 basic creditworthiness) or secured (backed by specified collateral).

Company Bonds

The funding return of company
bonds displays curiosity earned on the safety and adjustments out there worth of the safety. The market worth of a company bond might
be affected by adjustments out there charge 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 might not be capable of meet their obligations on
curiosity or principal funds on the time known as for by an instrument.

Actual Property Funding Trusts

The Fund might put money into securities
of actual property funding trusts (“REITs”). REITs are publicly traded firms or trusts focusing on buying,
holding and managing residential, industrial or industrial actual property. A REIT shouldn’t be taxed on the entity degree on earnings distributed
to its shareholders or unitholders if it distributes to shareholders or unitholders at the very least 95% of its taxable earnings for every taxable
12 months and complies with regulatory necessities regarding its group, possession, belongings and earnings.

REITs typically may be labeled
as “Fairness REITs”, “Mortgage REITs” and “Hybrid REITs.” An Fairness REIT invests the vast majority of its
belongings instantly in actual property and derives its earnings primarily from rents and from capital features on actual property appreciation, which
are realized by property gross sales. A Mortgage REIT invests the vast majority of its belongings in actual property mortgage loans and companies its
earnings primarily from curiosity funds. A Hybrid REIT combines the traits of an Fairness REIT and a Mortgage REIT. Though the
Fund can put money into all three sorts of REITs, its emphasis is predicted to be on investments in Fairness REITs.

Investments in the actual property
trade contain specific dangers. The true property trade has been topic to substantial fluctuations and declines on an area, regional
and nationwide foundation up to now and will 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 might decline as a result of basic and native financial situations, overbuilding
and elevated competitors, will increase in property taxes and working bills, adjustments in zoning legal guidelines, casualty or condemnation losses,
regulatory limitations on rents, adjustments in neighborhoods and in demographics, will increase in market rates of interest, or different components. Elements
equivalent to these might adversely have an effect on firms that personal and function actual property instantly, firms that lend to such firms, and firms
that service the actual property trade.

Investments in REITs additionally contain
dangers. Fairness REITs might be affected by adjustments 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 means to generate money move for working functions and to make distributions to shareholders or unitholders REITs might have
restricted diversification and are topic to dangers related to acquiring financing for actual property, in addition to to the danger of self-liquidation.
REITs additionally may be adversely affected by their failure to qualify for tax-free pass-through therapy of their earnings underneath the Inside
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 in addition might not directly bear
related bills of a few of the REITs through which it invests.

Warrants

Warrants are choices to buy
frequent inventory at a selected value (often at a premium above the market worth of the optioned frequent inventory at issuance) legitimate for a selected
time period. Warrants might have a life starting from lower than one 12 months to twenty years, or they might be perpetual. Nonetheless, most warrants
have expiration dates after which they’re nugatory. As well as, a warrant is nugatory if the market value of the frequent inventory does
not exceed the warrant’s train value through the lifetime of the warrant. Warrants haven’t any voting rights, pay no dividends, and have
no rights with respect to the belongings of the company issuing them. The share improve or lower out there value of the warrant
might are usually larger than the share improve or lower out there value of the optioned frequent 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 overseas issuer. ADRs, in registered kind, are designed to be used in U.S. securities markets. Unsponsored ADRs could also be created
with out the participation of the overseas issuer. Holders of those ADRs typically bear all the prices of the ADR facility, whereas overseas
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 overseas issuer or to cross by voting rights. Most of the dangers described
beneath concerning overseas securities apply to investments in ADRs.

Rising Markets Securities

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

Extra dangers of rising
markets securities might embrace: larger social, financial and political uncertainty and instability; extra substantial governmental involvement
within the financial system; much less governmental supervision and regulation; unavailability of forex hedging methods; firms which are newly
organized and small; variations in auditing and monetary reporting requirements, which can end in unavailability of fabric data
about issuers; and fewer developed authorized techniques. As well as, rising securities markets might have totally different clearance and settlement
procedures, which can be unable to maintain tempo with the amount of securities transactions or in any other case make it tough to interact in such
transactions. Settlement issues might 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 may end in 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 often may 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 industrial transactions. Usually, an acceptance is a time draft drawn on a financial institution by an exporter or an importer to acquire a
said 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 might then be held by the accepting financial institution as an incomes
asset or it might be offered within the secondary market on the going charge of low cost for a selected maturity. Though maturities for acceptances
may be so long as 270 days, most acceptances have maturities of six months or much less.

Business Paper

Business paper consists of
short-term (often from 1 to 270 days) unsecured promissory notes issued by firms with a view to finance their present operations.
It could be secured by letters of credit score, a surety bond or different types of collateral. Business paper is often repaid at maturity by
the issuer from the proceeds of the issuance of latest industrial paper. In consequence, funding in industrial paper is topic to the danger
the issuer can’t difficulty sufficient new industrial paper to fulfill its excellent industrial paper, also referred to as rollover threat. Business
paper might develop into illiquid or might endure from diminished liquidity in sure circumstances. Like all mounted earnings securities, industrial
paper costs are inclined to fluctuations in rates of interest. If rates of interest rise, industrial paper costs will decline. The short-term
nature of a industrial paper funding makes it much less inclined to rate of interest threat than many different mounted earnings securities as a result of
rate of interest threat sometimes will increase as maturity lengths improve. Business 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 mounted earnings securities, there’s a likelihood that the issuer will default on its industrial 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. Nonetheless, some
time deposits could also be redeemable previous to maturity and could also be topic to withdrawal penalties.

The industrial paper obligations
are sometimes unsecured and will embrace variable charge notes. The character and phrases of a variable charge be aware (i.e., a “Grasp Notice”)
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 day by day adjustments within the quantities invested. The Fund, sometimes, has the correct at any time to extend, as much as the complete quantity said
within the be aware settlement, or to lower the quantity excellent underneath the be aware. The issuer might prepay at any time and with out penalty any
a part of or the complete quantity of the be aware. The be aware might or will 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’s not typically 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 isn’t 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 take into account the
incomes energy, money move and different liquidity ratios of the issuer, and its means to pay principal and curiosity on demand, together with
a state of affairs through which all holders of such notes made demand concurrently. Variable charge notes are topic to the Fund’s funding
restriction on illiquid securities until such notes may 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 might 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 should 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 might have restricted marketability.

Closed-Finish Funding Corporations

The Fund might make investments its belongings
in closed-end funding firms (or “closed-end funds”), topic to the funding restrictions set forth above. Shares
of closed-end funds are sometimes provided 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 value. Such securities are then listed for buying and selling
on the NYSE Arca, Inc. the Nationwide Affiliation of Securities Sellers Automated Citation System (generally often known 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 typically will buy
shares of closed-end funds solely within the secondary market. The Fund will incur regular brokerage prices on such purchases much like the bills
the Fund would incur for the acquisition of securities of some other kind of issuer within the secondary market. The Fund might, 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
characterize a lovely alternative for progress of capital. The preliminary providing value sometimes will embrace a vendor unfold, which can
be larger than the relevant brokerage price if the Fund bought such securities within the secondary market.

The shares of many closed-end
funds, after their preliminary public providing, often commerce at a value 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 partly 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 should not
redeemable by the holder upon demand to the issuer on the subsequent decided web asset worth however slightly are topic to the rules of
provide and demand within the secondary market. A relative lack of secondary market purchasers of closed-end fund shares additionally might contribute
to such shares buying and selling at a reduction to their web asset worth.

The Fund might put money into shares
of closed-end funds which are buying and selling at a reduction to web asset worth or at a premium to NAV. There may be no assurance that the market
low cost on shares of any closed-end fund bought by the Fund will ever lower. In truth, it’s potential that this market low cost
might improve and the Fund might endure realized or unrealized capital losses as a result of additional decline out there value of the securities
of such closed-end funds, thereby adversely affecting the web asset worth of the Fund’s shares. Equally, there may 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 might difficulty
senior securities (together with most popular inventory and debt obligations) for the aim of leveraging the closed-end fund’s frequent shares
in an try to reinforce the present return to such closed-end fund’s frequent shareholders. The Fund’s funding within the frequent
shares of closed-end funds which are financially leveraged might create a chance for larger complete return on its funding, however at
the identical time could also be anticipated to exhibit extra volatility in market value and web asset worth than an funding in shares of funding
firms and not using a leveraged capital construction.

United States Authorities Obligations

These consist of assorted sorts
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, essentially the most often issued marketable
authorities safety, have a maturity of as much as one 12 months and are issued on a reduction foundation.

Debt Issued by United States Authorities Companies

These encompass debt securities
issued by companies and instrumentalities of the US authorities, together with the assorted kinds of devices at present excellent
or which can be provided sooner or later. Companies embrace, amongst others, the Federal Housing Administration, Authorities Nationwide Mortgage
Affiliation (“Ginnie Mae”), Farmer’s Dwelling Administration, Export-Import Financial institution of the US, Maritime Administration,
and Common Companies Administration. Instrumentalities embrace, for instance, every of the Federal Dwelling Mortgage Banks, the Nationwide Financial institution for
Cooperatives, the Federal Dwelling 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 fully by non-public stockholders. It’s topic to basic regulation by the Secretary of Housing and City Improvement.
Fannie Mae purchases typical (i.e., not insured or assured by any authorities company) residential mortgages from a listing of accredited
vendor/servicers which embrace state and federally chartered financial savings and mortgage associations, mutual financial savings banks, industrial banks and
credit score unions and mortgage bankers. Cross-through securities issued by Fannie Mae are assured as to well timed fee of principal and
curiosity by Fannie Mae however should not 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 Dwelling Mortgage Banks and now owned fully by non-public stockholders. Freddie Mac points participation
certificates (“PCs”), which characterize pursuits in typical mortgages from Freddie Mac’s nationwide portfolio. Freddie
Mac ensures the well timed fee of curiosity and supreme assortment of principal, however PCs should not backed by the complete religion and credit score
of the US Authorities. Business banks, financial savings and mortgage establishments, non-public mortgage insurance coverage firms, mortgage bankers
and different secondary market issuers additionally create pass-through swimming pools of typical residential mortgage loans. Such issuers might, 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 typically supply a better charge 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. Nonetheless, well timed fee of curiosity and
principal of those swimming pools could also be supported by numerous 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, non-public insurers and the mortgage poolers.

Securities Choices

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

A name possibility for a specific
safety offers the purchaser of the choice the correct to purchase, and the author (vendor) the duty to promote, the underlying safety at
the said train value at any time previous to the expiration of the choice, whatever the market value of the safety. The premium
paid to the author is in consideration for endeavor the duty underneath the choice contract. A put possibility for a specific safety
offers the purchaser the correct to promote the safety on the said train value at any time previous to the expiration date of the choice,
whatever the market value of the safety.

Inventory index choices are put
choices and name choices on numerous inventory indices. In most respects, they’re similar to listed choices on frequent 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, frequent inventory, is delivered. Nonetheless, upon the train of an index possibility, settlement doesn’t happen by supply of the securities
comprising the index. The choice holder who workout routines the index possibility receives an amount of money if the closing degree of the inventory index
upon which the choice relies is bigger than, within the case of a name, or lower than, within the case of a put, the train value of the choice.
This amount of money is the same as the distinction between the closing value of the inventory index and the train value of the choice expressed
in {dollars} occasions a specified a number of. A inventory index fluctuates with adjustments out there 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 Normal & Poor’s 500^® Index or the
Worth Line Composite Index or a narrower market index, such because the Normal & Poor’s 100^®. Indices may be primarily based on
an trade or market phase, such because the NYSE Arca Oil and Gasoline Index or the Laptop 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 possibility written by it, or to buy an instrument topic to a put possibility written by it, might
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 possibility of the identical collection (i.e., similar underlying instrument, train value and expiration date)
as the choice beforehand written. A closing buy transaction will ordinarily be effected to comprehend a revenue on an impressive possibility,
to forestall an underlying instrument from being known as, to allow the sale of the underlying instrument or to allow the writing of a brand new
possibility containing totally different phrases on such underlying instrument. The price of such a liquidation buy plus transactions prices could also be
larger than the premium obtained upon the unique possibility, through which occasion the Fund could have paid a loss within the transaction. There’s
no assurance {that a} liquid secondary market will exist for any specific possibility. An possibility author unable to impact a closing buy
transaction will be unable to promote the underlying instrument or liquidate the belongings held in a segregated account, as described beneath,
till the choice expires or the optioned instrument is delivered upon train. In such circumstances, the author might be topic to the
threat of market decline or appreciation within the instrument throughout such interval.

If an possibility 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
possibility bought by it, the Fund will understand a acquire 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 possibility written by the Fund expires on the stipulated expiration date or if
the Fund enters right into a closing buy transaction, it should understand a acquire (or loss if the price of a closing buy transaction exceeds
the web premium obtained when the choice is offered). If an possibility written by the Fund is exercised, the proceeds of the sale might be elevated
by the web premium initially obtained and the Fund will understand a acquire or loss.

Sure Dangers Relating to Choices

There are a number of dangers related
with transactions in choices. For instance, there are important variations between the securities and choices markets that might end result
in an imperfect correlation between these markets, inflicting a given transaction to not obtain its aims. 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 collection of
choices or underlying securities or currencies; uncommon or unexpected circumstances might interrupt regular operations on an change; the
services of an change or the Choices Clearing Company might not always be enough to deal with present buying and selling worth; or one
or extra exchanges may, for financial or different causes, determine or be compelled at some future date to discontinue the buying and selling of choices
(or a specific class or collection of choices), through which occasion the secondary market on that change (or in that class or collection 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 might be topic to the flexibility of the Adviser to appropriately predict actions within the instructions of the inventory
market. This requires totally different abilities and methods than predicting adjustments within the costs of particular person securities. As well as, the
Fund’s means 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, depends upon the diploma to which value actions within the underlying index correlate
with the worth 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 danger 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. Additionally it is potential that there could also be a adverse
correlation between the index and the Fund’s securities that might end in a loss on each such securities and the choices on inventory
indices acquired by the Fund.

The hours of buying and selling for choices
might 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, important value and charge 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 bizarre portfolio securities transactions. The acquisition of inventory index choices includes the danger that the
premium and transaction prices paid by the Fund in buying an possibility might be misplaced because of unanticipated actions in costs of
the securities comprising the inventory index on which the choice relies.

There isn’t a assurance that
a liquid secondary market on an choices change will exist for any specific possibility, or at any specific time, and for some choices
no secondary market on an change or elsewhere might exist. If the Fund is unable to shut out a name possibility 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 view 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 view to understand 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 social gathering. The Fund won’t enter into any such
transactions until it owns both (i) an offsetting (“lined”) place in securities or different choices or (ii) money or liquid
securities with a worth adequate always to cowl its potential obligations not lined 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. Below present SEC tips, the Fund will segregate
belongings to cowl transactions through 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 possibility is open, until they’re changed with related belongings.
In consequence, the dedication of a giant portion of the Fund’s belongings to cowl or segregated accounts may impede portfolio administration
or the Fund’s means to satisfy redemption requests or different present obligations.

Choices on Futures Contracts

The Fund might buy and promote
choices on the identical kinds of futures through which it might make investments. Choices on futures are much like choices on underlying devices besides
that choices on futures give the purchaser the correct, 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), slightly than to buy or promote the futures contract, at
a specified train value 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 might be accompanied by the supply of the collected steadiness within the author’s
futures margin account which represents the quantity by which the market value 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 value of the choice on the futures contract. Purchasers of choices who
fail to train their choices previous to the train date endure a lack of the premium paid.

Seller Choices

The Fund might have interaction in transactions
involving vendor choices in addition to exchange-traded choices. Sure extra dangers are particular to vendor choices. Whereas the Fund would possibly
look to a clearing company to train exchange-traded choices, if the Fund had been to buy a vendor possibility it could must rely
on the vendor from which it bought the choice to carry out if the choice had been exercised. Failure by the vendor to take action would end result
within the lack of the premium paid by the Fund in addition to lack of the anticipated good thing about the transaction.

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

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

Unfold Transactions

The Fund might buy lined
unfold choices from securities sellers. These lined unfold choices should not presently exchange-listed or exchange-traded. The acquisition
of a selection possibility offers the Fund the correct to place securities that it owns at a set greenback unfold or mounted 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 vendor
choices described above, is the price of the premium paid in addition to any transaction prices. The acquisition of unfold choices might be used
to guard the Fund towards hostile adjustments in prevailing credit score high quality spreads, i.e., the yield unfold between prime quality and
decrease high quality securities. This safety is offered solely through the lifetime of the unfold choices.

Repurchase Agreements

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

Repurchase agreements are typically
for a brief time period, usually lower than every week, and can typically 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 fee inside seven days might be handled as illiquid securities. In
the occasion of a chapter or different default by the vendor of a repurchase settlement, the Fund may expertise each delays in liquidating
the underlying safety and losses. These losses may end result from: (a) potential decline within the worth of the underlying safety whereas
the Fund is looking for to implement its rights underneath the repurchase settlement; (b) potential diminished 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 gives
for the longer term sale by one social gathering and buy by one other social gathering of a specified quantity of a selected monetary instrument (e.g., models of
a inventory index) for a specified value, 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 should be maintained. Coming into right into a contract to purchase is often known as
shopping for or buying a contract or holding an extended place. Coming into right into a contract to promote is often known as promoting a contract
or holding a brief place.

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

If the worth of an open futures
contract adjustments (by improve 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. Nonetheless, if the worth of a place will increase due to favorable value adjustments 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 every day as the worth of the underlying belongings fluctuate
making the lengthy and quick positions within the futures contract roughly useful, a course of often known 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 fee for the underlying devices, in follow most futures contracts are often
closed out earlier than the supply date. Closing out an open futures contract buy or sale is effected by coming into into an offsetting
futures contract sale or buy, respectively, for a similar mixture quantity of the similar underlying instrument or index and the
similar supply date. If the offsetting buy value is lower than the unique sale value, the Fund realizes a acquire; whether it is extra, the
Fund realizes a loss. Conversely, if the offsetting sale value is greater than the unique buy value, the Fund realizes a acquire; if
it’s much less, the Fund realizes a loss. The transaction prices should even be included in these calculations. There may be no assurance, nonetheless,
that the Fund will be capable of enter into an offsetting transaction with respect to a specific futures contract at a specific time.
If the Fund shouldn’t be 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 might or will not be within the underlying instrument
or index. If not within the underlying instrument or index, then settlement might be made in money, equal over time to the distinction between
the contract value and the precise value 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 shouldn’t be 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 might 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 extra belongings with a view to guarantee that the worth of the account stays equal to the quantity of the Fund’s dedication.
It could be anticipated that the Fund’s web belongings will fluctuate to a larger 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 aims. 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 web 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 might eliminate or renegotiate a dedication after it’s entered into, and will 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
might understand a taxable capital acquire or loss. When the Fund engages in when-issued, ahead dedication and delayed settlement transactions,
it depends on the opposite social gathering to consummate the commerce. Failure of such social gathering to take action might end result within the Fund incurring a loss or lacking
a chance to acquire a value 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 might make investments as much as 15%
of its web 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 affords). Securities that haven’t been registered underneath the Securities Act are known as non-public placements
or restricted securities and are bought instantly from the issuer or within the secondary market. Overseas securities which are freely tradable
of their principal markets should not thought of 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 would possibly thereby expertise problem in satisfying redemption requests from shareholders.
The Fund may need to register restricted securities with a view to eliminate them, leading to extra expense and delay. Antagonistic
market situations may 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 overseas securities. The truth that there are
contractual or authorized restrictions on resale to most people or to sure establishments will 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 patrons. Rule 144A has produced enhanced liquidity for a lot of
restricted securities, and market liquidity for such securities might 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 overseas issuers sponsored by NASDAQ.

Below tips adopted by
the Board, the Adviser might decide that individual Rule 144A securities, and industrial paper issued in reliance on the non-public placement
exemption from registration afforded by Part 4(a)(2) of the Securities Act, are liquid regardless that they don’t seem to be registered. A dedication
of whether or not such a safety is liquid or not is a query of reality. In making this dedication, the Adviser will take into account, because it deems
applicable underneath the circumstances and amongst different components: (1) the frequency of trades and quotes for the safety; (2) the variety of
sellers keen to buy or promote the safety; (3) the variety of different potential purchasers of the safety; (4) vendor 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 strategy
of soliciting affords, 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 business paper, the Adviser may also decide that the paper (1) shouldn’t be 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 very least two Nationally Acknowledged Statistical
Score 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) industrial 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) industrial
paper may have the impact of accelerating the quantity of the Fund’s belongings invested in illiquid securities if institutional patrons
are unwilling to buy such securities.

Lending Portfolio Securities

For the aim of reaching
earnings, the Fund might lend its portfolio securities, offered (1) the mortgage is secured repeatedly 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 day by day mark-to-market foundation in an quantity at the very least equal to the present market worth of the securities
loaned, (2) the Fund might 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 full belongings of the Fund.

INVESTMENT RESTRICTIONS

The Fund has adopted the next
funding restrictions that will 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 might 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 adjustments within the worth of the Fund’s complete
belongings, won’t be thought of a violation of the restriction; offered, nonetheless, that the asset protection requirement relevant to borrowings
shall be maintained within the method contemplated by relevant legislation.

With respect to elementary
funding restriction #2 above, if the Fund’s asset protection falls beneath 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 might not obtain
compensation or some other consideration (which incorporates any settlement to take care of belongings within the Fund or in different funding firms
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 stories concerning these procedures might be offered to the Board. The Belief, the Adviser and the Distributor (as
outlined beneath) 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 typically be offered for dissemination by the services of the Nationwide Securities Clearing
Company (“NSCC”) and/or different fee-based subscription companies to NSCC members and/or subscribers to these different fee-based
subscription companies, together with Approved Individuals (as outlined beneath), 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 subsequent Enterprise Day (as outlined beneath).

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

Portfolio holdings data
made accessible in reference to the creation/redemption course of could also be offered to different entities that present companies to the Fund
within the bizarre course of enterprise after it has been disseminated to the NSCC. Every now and then, data regarding portfolio holdings
apart from portfolio holdings data made accessible in reference to the creation/redemption course of, as mentioned above, could also be
offered to different entities that present companies to the Fund, together with ranking or rating organizations, within the bizarre 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 firstly of every Enterprise Day the identities and portions of the securities and different belongings held
by the Fund that can kind the idea of the Fund’s calculation of its NAV on that Enterprise Day. The portfolio holdings so disclosed
might 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 decide on that Enterprise Day. The Fund may concurrently disclose
this portfolio holdings data on to rankings companies every 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 on the market 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 answerable for managing the Fund’s portfolio, might have full day by day entry to Fund portfolio holdings since that
data is critical to ensure that the Adviser to supply its administration, administrative, and funding companies to the Fund. As required
for functions of analyzing the affect of current and future market adjustments 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 may launch
and focus on sure portfolio holdings with numerous 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; due to this fact, its personnel have full day by day entry
to the Fund’s portfolio holdings since that data is critical to ensure that them to supply the agreed-upon companies for the
Belief.

[___]. [___]. is the Fund’s impartial
registered public accounting agency; due to this fact, 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; due to this fact, its personnel have entry to the Fund’s portfolio holdings in reference to evaluate of the Fund’s
annual and semi-annual shareholder stories and SEC filings.

Additions to Checklist of Authorised 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 will need to have a reputable enterprise want for the
data and should 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 social gathering 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 on occasion will present the Board any updates to the portfolio holdings disclosure insurance policies and procedures.

There isn’t a 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 path 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 should not “ individuals” (as outlined underneath the 1940 Act) of the Belief or any funding adviser
to any collection 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 keep on the enterprise of the Belief and has the ability to incur and pay any bills, which, within the opinion
of the Board, are mandatory 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 apart from his or her personal dangerous 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 very least
quarterly. Below the Governing Paperwork, the Chairman of the Board is answerable 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 prematurely 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 one of the best pursuits of the Belief, its funds and every shareholder.

Board Threat Oversight

The Board has a
standing impartial Audit Committee. The Board is answerable for overseeing threat administration, and the complete Board frequently engages in
discussions of threat administration and receives compliance stories that inform its oversight of threat administration from its Chief Compliance
Officer at quarterly conferences and on an ad hoc foundation, when and if mandatory. The Audit Committee considers monetary and reporting threat
inside its space of tasks. Usually, the Board believes that its oversight of fabric dangers is satisfactorily 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 mounted earnings securities. His experience in mounted earnings securities and portfolio buying and selling allows Mr. Caltagirone to deliver 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 examine of a number of imputation and most probability and Bayesian
estimation with incomplete knowledge allows him to supply 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 growing ETF methods
and actively managed ETFs gives 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 intensive funding adviser expertise. Throughout 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 range 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 a listing of
the Trustees and government officers of the Belief and every individual’s principal occupation during the last 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 needs 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 should not “ individuals” of the Belief throughout the which means of the 1940 Act. The Audit
Committee’s tasks 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 price 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 beneficial 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 companies disclosed within the assertion that will affect the objectivity and independence of the Belief’s impartial auditors and
recommending that the Board take applicable 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 inside controls. The Audit Committee operates pursuant
to an Audit Committee Constitution. The Audit Committee is answerable for looking for and reviewing nominee candidates for consideration as Unbiased
Trustees as is on occasion thought of mandatory or applicable. The Audit Committee typically won’t take into account shareholder nominees.
The Audit Committee can also be answerable for reviewing and setting Unbiased Trustee compensation on occasion when thought of mandatory
or applicable. Throughout 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 should not “ individuals” of the Belief inside
the which means of the 1940 Act. The Committee’s tasks (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) evaluate 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) evaluate periodically with the Board the scale and composition of the Board as an entire; (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 evaluate the Board’s company Governance insurance policies and practices
and advocate, because it deems applicable, any adjustments to the Board; (ix) contemplating any company governance points that come up from time
to time, and to develop applicable suggestions for the Board; and (x) supervising counsel for the impartial Trustees. The Nominating
and Company Governance Committee typically won’t take into account 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 shouldn’t be affiliated
with the Belief or an funding adviser to any collection of the Belief (every an “Unbiased Trustee”) receives a yearly price 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 frequently scheduled Board and Committee conferences.

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

The desk beneath particulars the
quantity of compensation the Trustees obtained from the Fund for the Fund’s preliminary fiscal interval. Every Unbiased Trustee is predicted
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 needs to be learn together with the part within the Prospectus entitled “Dividends, Different Distributions, and Taxes.”

Common Insurance policies

The Fund expects to declare
and distribute all of its web funding earnings, if any, to shareholders as dividends at the very least semi-annually. The Fund might distribute
such earnings dividends and capital features extra often, if mandatory, with a view to scale back or eradicate federal excise or earnings taxes
on the Fund.

Dividend Distributions

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

Dividend Reinvestment Service

The Belief won’t make the
DTC book-entry dividend reinvestment service accessible to be used by Helpful House owners for reinvestment of their money proceeds, however sure
particular person broker-dealers might make accessible the DTC book-entry Dividend Reinvestment Service to be used by Helpful House owners of the Fund
by DTC Individuals for reinvestment of their dividend distributions. Traders ought to contact their brokers to establish the provision
and outline of those companies. Helpful House owners needs to be conscious that every dealer might require buyers to stick to particular procedures
and timetables with a view to take part within the dividend reinvestment service and buyers ought to confirm from their brokers such mandatory
particulars. If this service is on the market and used, dividend distributions of each earnings and realized features might be robotically reinvested
in extra complete Shares issued by the Belief of the identical Fund at NAV per Share. Distributions reinvested in extra Shares of the
Fund will however be taxable to Helpful House owners buying such extra Shares to the identical extent as if such distributions had
been obtained in money.

A principal shareholder is
any one that owns (both of document or beneficially) 5% or extra of the excellent shares of a fund. A management individual is one who owns,
both instantly 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 firms 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 document or beneficially 5% or extra of the excellent shares of
the Fund.

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

Funding Adviser and Advisory Settlement

Simplify Asset Administration Inc.,
situated 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 gives or causes to be furnished all supervisory and different companies moderately mandatory for the operation of
the Fund, together with overseeing audit, portfolio accounting, authorized, switch company, custody, printing prices, sure administrative companies
(offered pursuant to a separate administration settlement), sure distribution companies (offered pursuant to a separate distribution
settlement), sure shareholder and distribution-related companies (offered pursuant to a separate Rule 12b-1 Plan and associated agreements)
and funding administration and funding advisory companies (offered pursuant to the Administration Settlement) underneath what is basically an
all-in price construction. The Fund bears different bills which aren’t lined underneath the Administration Settlement that will differ and can have an effect on
the full degree of bills paid by the Fund, equivalent to 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 (equivalent to litigation and indemnification
bills).

The Fund pays the Adviser a
unitary price (“Administration Charge”) underneath the Administration Settlement in return for offering funding administration, funding advisory
and supervisory companies and for being obligated to pay sure Fund bills mentioned above. The Adviser is paid a month-to-month Administration
Charge at an annual charge of [0.95]% of the typical day by day web belongings of the Fund. Below a unitary price 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 12 months to 12 months offered such continuance is accredited at the very least yearly by
(a) a vote of the vast majority of the Unbiased Trustees, solid in individual at a gathering particularly known as for the aim of voting on such
approval and by (b) the bulk vote of both the entire 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 robotically 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, might be accessible 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 answerable 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 12 months to 12 months, offered it’s accredited at the very least yearly by a vote of
the vast majority of the Trustees who should not events to the settlement or individuals of any such social gathering, solid 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 robotically 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 typical web 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 price, which is paid by the Adviser, not the Fund. The Sub-Advisory
Settlement was accredited by the Board together with by a majority of the Unbiased Trustees, at a Assembly held on [___], 2022. A dialogue
concerning the idea for the Board’s approval of the Sub-Advisory Settlement with respect to the Fund, might be accessible 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 non-public
securities transactions of their board members, officers and staff who might have entry to present buying and selling data of the Belief.
Below the Codes, the Trustees are permitted to put money into 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 stories and paperwork that the Belief information
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 inside reporting of violations of the Belief Code to an applicable 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 accountability 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 per one of the best pursuits of the Fund and its shareholders. The Insurance policies additionally require the Adviser
or its designee to current to the Board, at the very least yearly, the Adviser’s Proxy Insurance policies, or the proxy insurance policies of the Adviser’s
designee, and a document 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 social gathering. If
the third social gathering’s suggestions should not 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 newest 12-month interval ending
June 30 is on the market (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 duplicate of the Fund’s proxy voting insurance policies and procedures are additionally accessible by calling
(877) 658-9473 and might 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 keep 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
gives that, until sooner terminated, it should proceed in impact for 2 years initially and thereafter shall proceed from 12 months to
12 months, 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 should not events to the Distribution Settlement or the Belief’s distribution plan or individuals of the Belief or of the
Distributor (“Certified Trustees”) by vote solid in individual at a gathering known as for the aim of voting on such approval.

The Distribution Settlement
might 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 social gathering. The Distribution Settlement will robotically
terminate within the occasion of its task.

The Fund doesn’t pay the Distributor
any charges underneath the Distribution Settlement. Nonetheless, the Adviser pays an annual price 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 stories, 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 permitted to pay the Distributor, as compensation for Distributor’s
account upkeep companies underneath the Plans. The Board has accredited a distribution and shareholder servicing price on the charge of as much as
0.25% of the Fund’s common day by day web 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 day by day web belongings through the previous month, and shall be calculated
and accrued day by day. The Fund might pay charges to the Distributor at a lesser charge, as agreed upon by the Board of Trustees and the Distributor.
The Plan authorizes funds to the Distributor as compensation for offering account upkeep companies to Fund shareholders, together with
arranging for sure securities sellers or brokers, directors and others (“Recipients”) to supply these companies and
paying compensation for these companies. The Fund will bear their very own prices of distribution with respect to its shares. The Plan was adopted
with a view 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 improve the price
of an funding within the Fund.

The companies to be offered
by Recipients might embrace, however should not restricted to, the next: help within the providing and sale of Fund shares and in different points
of the advertising of the shares to purchasers or potential purchasers 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 companies accessible; and offering such different data and companies
to buyers in shares of the Fund because the Distributor or the Belief, on behalf of the Fund, might moderately request. The distribution companies
shall additionally embrace any promoting and advertising companies offered by or organized by the Distributor with respect to the Fund.

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

Any settlement associated to a
Plan might be in writing and supply that: (a) it might be terminated by the Belief or the Fund at any time upon sixty days written discover,
with out the fee 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 should robotically terminate within the occasion of its task (as outlined within the 1940
Act); and (c) it should proceed in impact for a interval of multiple 12 months from the date of its execution or adoption solely as long as
such continuance is particularly accredited at the very least yearly by a majority of the Board and a majority of the Rule 12b-1 Trustees by votes
solid 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 might lend its portfolio securities, offered (1) the mortgage is secured repeatedly 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 day by day mark-to-market foundation in an quantity at the very least equal to the present market worth of the securities
loaned, (2) the Fund might 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 full belongings of the Fund.

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

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

Paul Kim

David Berns

Tad Park

Conflicts of Curiosity

As a basic matter, sure
conflicts of curiosity might 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 may have totally different funding methods that, at occasions, would possibly 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 may come up in figuring out find out how to allocate them. Different potential conflicts would possibly 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 “delicate {dollars}”,
if any). The Adviser has adopted insurance policies and procedures and has structured the portfolio managers’ compensation in a fashion moderately
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 selections to buy
or promote securities for the Fund are made by the portfolio managers who’re staff of the Adviser. The Adviser are approved by the
Trustees to allocate the orders positioned by them on behalf of the Fund to brokers or sellers who might, however needn’t, present analysis or
statistical materials or different companies to the Fund or the Adviser for the Fund’s use. Such allocation is to be in such quantities and
proportions because the Adviser might decide.

In deciding on a dealer or vendor
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 might obtain a fee in extra of the quantity of fee one other dealer or vendor
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 companies offered to the Fund. In allocating portfolio brokerage, the Adviser might choose brokers
or sellers who additionally present brokerage, analysis and different companies to different accounts over which the Adviser workout routines funding discretion.
A few of the companies obtained as the results of Fund transactions might primarily profit accounts apart from the Fund, whereas companies obtained
as the results of portfolio transactions effected on behalf of these different accounts might primarily profit the Fund.

The Fund’s portfolio
turnover charge is calculated by dividing the lesser of purchases or gross sales of portfolio securities for the fiscal 12 months by the month-to-month common
of the worth of the portfolio securities owned by the Fund through the fiscal 12 months. The calculation excludes from each the numerator and
the denominator securities with maturities on the time of acquisition of 1 12 months or much less. Excessive portfolio turnover includes correspondingly
larger brokerage commissions and different transaction prices, which might be borne instantly by the Fund. A 100% turnover charge would happen
if the entire 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 companies to retail and institutional mutual funds.

Pursuant to a Fund Companies
Settlement with the Belief on behalf of the Fund, the Administrator gives administrative companies to the Fund, topic to the supervision
of the Board. The Administrator might 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 social gathering gives prior written consent. This settlement
gives that within the absence of willful misfeasance, dangerous religion or gross negligence on the a part of the Administrator or reckless disregard
of its obligations thereunder, the Administrator shall not be chargeable for any motion or failure to behave in accordance with its duties thereunder.

Below the Fund Companies Settlement,
the Administrator gives facilitating administrative companies, together with: (i) offering companies of individuals competent to carry out such
administrative and clerical features as are mandatory to supply efficient administration of the Fund; (ii) facilitating the efficiency
of administrative {and professional} companies 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 Extra Info together with Fund counsel,
together with the printing of such paperwork for the aim of filings with the SEC and state securities directors, and making ready stories
to the Fund’s shareholders and the SEC; (iv) making ready together with Fund counsel, however not paying for, all filings underneath the
securities or “Blue Sky” legal guidelines of such states or international locations 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 day by day and periodic compliance with respect to all necessities and restrictions of the 1940 Act, the Inside Income Code
and the Prospectus.

The Administrator additionally gives
the Fund with accounting companies, together with: (i) day by day computation of web 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 basic ledger stories;
(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 day by day earnings and expense accruals, and gross sales and redemptions of shares of the Fund.

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

Switch Agent

Financial institution of New York Mellon, situated
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”). Below the settlement, the Switch Agent is answerable for administering
and performing switch agent features, dividend distribution, shareholder administration, and sustaining mandatory information in accordance
with relevant guidelines and rules.

Custodian

Financial institution of New York Mellon, situated
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 tasks
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
unique entry paperwork and books of document and basic ledgers; posts money receipts and disbursements; and information purchases and gross sales
primarily based upon communications from the Adviser. The Fund might make use of overseas sub-custodians which are accredited by the Board to carry overseas
belongings.

Compliance Officer

Foreside Fund Officer Companies,
LLC (“Foreside”), Three Canal Plaza, Suite 100, Portland, ME 04101, gives a Chief Compliance Officer to the Belief as properly
as associated compliance companies pursuant to a consulting settlement between Foreside and the Belief. Foreside’s compliance companies
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 companies rendered to the Funds, the
Belief pays Foreside a reoccurring fund price and a price per every fund. The Fund additionally pays Foreside for any out-of-pocket bills.

Every share of helpful curiosity
of the Belief has one vote within the election of Trustees. Cumulative voting shouldn’t be approved for the Belief. Which means that 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 might be unable to elect any Trustees.

Shareholders of the present
collection of the Belief and some other future collection of the Belief will vote within the mixture and never by collection besides as in any other case required
by legislation or when the Board determines that the matter to be voted upon impacts solely the curiosity of the shareholders of a specific collection
or lessons. Issues equivalent to election of Trustees should not topic to separate voting necessities and could also be acted upon by shareholders
of the Belief voting with out regard to collection.

The Belief is permitted to
difficulty a limiteless variety of shares of helpful 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
Applicable Instruments Required to Intercept and Impede Terrorism Act of 2001 (“USA PATRIOT Act”). To make sure compliance with
this legislation, the Belief’s Program gives for the event of inside practices, procedures and controls, designation of anti-money
laundering compliance officers, an ongoing coaching program and an impartial audit operate 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 should not 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 evaluate 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.

Because 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 identified 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 set by dividing the full worth of the Fund’s
portfolio investments and different belongings, much less any liabilities, by the full variety of shares excellent of the Fund.

Usually, the Fund’s
home securities (together with underlying ETFs which maintain portfolio securities primarily listed on overseas (non-U.S.) exchanges) are valued
every day on the final quoted gross sales value on every safety’s main 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 value 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
accessible shall be valued utilizing the NASDAQ Official Closing Worth. If market quotations should not available, securities might be
valued at their honest market worth as decided in good religion by the Fund’s honest worth committee in accordance with procedures accredited
by the Board and as additional described beneath. Securities that aren’t traded or dealt in any securities change (whether or not home or overseas)
and for which over-the-counter market quotations are available typically shall be valued on the final sale value or, within the absence
of a sale, on the imply between the present bid and ask value on such over-the- counter market.

Sure securities or investments
for which day by day market quotes should not 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 vendor provided valuations or matrix pricing, a way of valuing securities by reference to the worth of different securities
with related traits, equivalent to ranking, rate of interest and maturity. Brief-term investments having a maturity of 60 days or much less
could also be typically valued at amortized price when it approximated honest worth.

Alternate traded choices are
valued on the final quoted gross sales value 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 value decided by the change, or, if
no settlement value is on the market, on the final sale value as of the shut of enterprise previous to when the Fund calculates NAV. Different securities
for which market quotes should not available are valued at honest worth as decided in good religion by the Board or individuals performing
at their path. Swap agreements and different derivatives are typically valued day by 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 accredited by the Board.

Below sure circumstances,
the Fund might use an impartial pricing service to calculate the honest market worth of overseas fairness securities every day by making use of
valuation components to the final sale value or the imply value as famous above. The honest market values provided by the impartial pricing
service will typically replicate market buying and selling that happens after the shut of the relevant overseas 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
consider the present related forex change charge. A safety that’s honest valued could also be valued at a value 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 overseas securities
might commerce on days when Shares should not 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} overseas safety’s market quotations should not available or are deemed unreliable (for causes
apart from as a result of the overseas change on which it trades closed earlier than the Fund’s calculation of NAV), the safety might be valued
at its honest market worth as decided in good religion by the Fund’s honest worth committee in accordance with procedures accredited by
the Board as mentioned beneath. With out honest valuation, it’s potential that short-term merchants may 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
accessible to short-term merchants, however there isn’t a assurance that it’s going to stop dilution of the Fund’s NAV by short-term merchants.
As well as, as a result of the Fund might put money into underlying ETFs which maintain portfolio securities primarily listed on overseas (non-U.S.) exchanges,
and these exchanges might commerce on weekends or different days when the underlying ETFs don’t value their shares, the worth of those portfolio
securities might change on days when you could not be capable of 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 companies or different events
in accordance with the valuation procedures accredited by the Board. In consequence, the NAV of the Shares could also be affected by adjustments within the
worth of currencies in relation to the U.S. greenback. The worth of securities traded in markets outdoors 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 shouldn’t be in a position
to buy, redeem or change Shares.

Shares are valued on the shut
of standard 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 knowledge for home fairness securities obtained shortly after the
Alternate Shut and doesn’t usually consider buying and selling, clearances or settlements that happen after the Alternate Shut. Home
mounted earnings and overseas securities are usually priced utilizing knowledge reflecting the sooner closing of the principal markets for these securities.
Info that turns into identified to the Fund or its brokers after the NAV has been calculated on a specific day won’t typically be used
to retroactively alter the worth of the safety or the NAV decided earlier that day.

When market quotations are
inadequate or not available, the Fund might worth securities at honest worth or estimate their worth as decided in good religion
by the Board or its designees, pursuant to procedures accredited by the Board. Honest valuation may 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, and not using a gross sales load, on the NAV subsequent decided after receipt
of an order in correct kind 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 Yr’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 might declare a cut 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 Individuals

Solely Approved Individuals
which have entered into agreements with the Belief or the Distributor might buy or redeem Creation Models. With a view to be an Approved
Participant, a agency should be both a broker-dealer or different participant (“Taking part 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 it’s essential to execute an settlement (“Participant Settlement”) with
the Distributor that governs transactions within the Fund’s Creation Models.

Traders who should not Approved
Individuals however need to transact in Creation Models might contact the Distributor for the names of Approved Individuals. An Approved
Participant might require buyers to enter right into a separate settlement to transact by it for Creation Models and will require orders
for purchases of shares positioned with it to be in a specific kind. Traders transacting by a dealer that isn’t itself an Approved
Participant and due to this fact should nonetheless transact by an Approved Participant might incur extra costs. There are anticipated to be
a restricted variety of Approved Individuals at anybody time.

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

Transaction Charges

A set price payable to the
Custodian is imposed on every creation and redemption transaction whatever the variety of Creation Models concerned within the transaction
(“Fastened Charge”). Purchases and redemptions of Creation Models for money or involving cash-in-lieu (as outlined beneath) are required
to pay a further variable cost to compensate the Fund and its ongoing shareholders for brokerage and market affect bills relating
to Creation Unit transactions (“Variable Cost,” and along with the Fastened Charge, the “Transaction Charges”). With
the approval of the Board, the Adviser might waive or alter the Transaction Charges, together with the Fastened Charge and/or Variable Cost (proven
within the desk beneath), on occasion. 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.

Traders who use the companies
of a dealer, or different such middleman could also be charged a price for such companies. The Transaction Charges for the Fund are listed within the desk
beneath.

The Clearing Course of

Transactions by an Approved
Participant that could be a Taking part Occasion utilizing the NSCC system are known as transactions “by the Clearing Course of.”
Transactions by an Approved Participant that could be a DTC Participant utilizing the DTC system are known as transactions “outdoors
the Clearing Course of.” The Clearing Course of is an enhanced clearing course of that’s accessible 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 handbook clearing course of run by DTC. Portfolio Deposits that embrace authorities securities
should 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 outdoors the
Clearing Course of should 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 might commerce on days that the Alternate is closed or are in any other case not Enterprise Days for the Fund, shareholders will not be in a position
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 may
be considerably affected by occasions within the related overseas markets.

Buying Creation Models

Portfolio Deposit

The consideration for a Creation
Unit typically consists of the deposit securities and a Money Element. Collectively, the deposit securities and the Money Element represent
the “Portfolio Deposit.” The Money Element serves the operate of compensating for any variations between the web asset
worth per Creation Unit and the deposit securities. Thus, the Money Element 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 Element to the Fund. If (x) is lower than (y), the Approved Participant will obtain the Money Element 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 accessible by
NSCC the title 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 Element, 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 subsequent announcement of deposit securities.

The deposit securities might
change and as rebalancing changes and company motion occasions are mirrored on occasion by the Adviser within the Fund’s portfolio.
These changes will replicate adjustments identified 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 obligation or
the like shall be the only accountability of the Approved Participant buying a Creation Unit. The Approved Participant should guarantee
that each one deposit securities correctly denote change in helpful possession.

Customized Orders and Money-in-Lieu

The Fund might, in its sole discretion,
allow or require the substitution of an amount of money (“cash-in-lieu”) to be added to the Money Element to exchange any
deposit safety. The Fund might allow or require cash-in-lieu when, for instance, a deposit safety will not be accessible in adequate
amount for supply or will not be eligible for switch by the techniques of DTC or the Clearing Course of. Equally, the Fund might
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 might be exempt from
registration underneath the Securities Act. All orders involving cash-in-lieu, in addition to sure different kinds of orders, are thought of 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 view to obtain that Enterprise Day’s NAV (“Lower-off Time”).
The Lower-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 Lower-off Time on such day and (ii) all different procedures set forth within the Participant Settlement
are correctly adopted. Individuals putting or effectuating customized orders and/or orders involving money needs to be aware of time deadlines
imposed by intermediaries, equivalent to DTC and/or the Federal Reserve Financial institution wire system, which can affect 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 accessible, (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 extra data as could also be required
by the Distributor. Money Parts might 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 accessible for (parts of) an order, Portfolio Deposits might be made outdoors the Clearing Course of. Orders outdoors the Clearing Course of
should state that the DTC Participant shouldn’t be utilizing the Clearing Course of and that the creation of Creation Models might be effected by
DTC. The Portfolio Deposit switch should 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 commonplace or customized) by DTC to the Fund account by 11:00 a.m., Jap time, on T+1. The
Money Element, together with any cash-in-lieu and Transaction Charge, should 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 Individuals that submit a canceled
order might be liable to the Fund for any losses incurred by the Fund in connection therewith.

Orders involving overseas deposit
securities are anticipated to be settled outdoors 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 prompted the suitable native sub-custodian(s) of
the Fund to take care of an account into which an Approved Participant might 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 accessible on or earlier than the contractual settlement date, by means passable to the Fund, instantly
accessible or similar day funds in U.S. {dollars} estimated by the Fund to be adequate to pay the Money Element and Transaction Charge. When
a related native market is closed as a result of native market holidays, the native market settlement course of won’t start till the top 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, kind, eligibility and acceptance for deposit of any securities
to be delivered shall be decided by the Fund. The Fund’s dedication shall be closing and binding.

The Fund reserves the correct
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 shouldn’t be in correct kind; (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 outdoors
the management of the Belief, the Distributor and the Adviser make it for all sensible functions unattainable 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 related 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 obligation, nonetheless, to provide notification of any defects
or irregularities within the supply of Portfolio Deposits, and so they shall not incur any legal responsibility for the failure to provide any such notification.

Issuance of a Creation Unit

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

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

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

With respect to orders involving
overseas 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 difficulty and trigger the supply of the Creation Unit. Whereas, as said above, Creation
Models are typically delivered on T+3, the Fund might settle Creation Unit transactions on a foundation apart from T+3 with a view to accommodate
overseas market vacation schedules, to account for various therapy amongst overseas and U.S. markets of dividend document 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 might difficulty a Creation
Unit previous to receiving good title to the deposit securities, underneath the next circumstances. Pursuant to the relevant Participant
Settlement, the Fund might difficulty a Creation Unit however that (sure) deposit securities haven’t been delivered, in reliance on
an endeavor by the related Approved Participant to ship the lacking deposit securities as quickly as potential, which endeavor
is secured by such Approved Participant’s supply to and upkeep with the Custodian of collateral having a worth equal to
at the very 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 worth larger than the NAV of the Creation Unit on the date the order is positioned. Such Collateral should 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 worth equal to at the very least 115% (as adjusted by the Adviser) of the day by day marked-to-market
worth of the lacking deposit securities. At any time, the Fund might use the Collateral to buy the lacking securities, and the Approved
Participant might 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 Charge, any quantity by which the acquisition value 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 the entire lacking securities have been obtained by the Fund. Extra data concerning the Fund’s present procedures for
collateralization is on the market 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 primarily 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 might 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 typically consists of an in-kind basket of designated securities (“Redemption
Securities”) and a Money Element. Collectively, the Redemption Securities and the Money Element represent the “Redemption Basket.”

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

The Money Element serves the
operate of compensating for any variations between the web asset worth per Creation Unit and the Redemption Securities. Thus, the Money
Element 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 Element from the Fund. If (x) is lower than (y),
the Approved Participant can pay the Money Element 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 accessible by NSCC the title 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 Element, 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 might be processed outdoors the Clearing Course of.

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

The suitable of redemption might
be suspended or the date of fee 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 dedication of the ETF’s NAV shouldn’t be moderately practicable; or (iv) in such
different circumstances as permitted by the SEC, together with as described beneath.

Customized Redemptions and Money-in-Lieu

The Fund might, in its sole discretion,
allow or require the substitution of cash-in-lieu to be added to the Money Element to exchange any Redemption Safety. The Fund might
allow or require cash-in-lieu when, for instance, a Redemption Safety will not be accessible in adequate amount for supply or might
not be eligible for switch by the techniques of DTC or the Clearing Course of. Equally, the Fund might 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
legislation 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 might be exempt from registration
underneath the Securities Act. All redemption requests involving cash-in-lieu are thought of 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 characterize 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 helpful proper to tender for redemption the Creation Unit to be redeemed and may obtain
the complete proceeds of the redemption, and (ii) the entire Shares which are within the Creation Unit to be redeemed haven’t been borrowed,
loaned or pledged to a different social gathering nor are they the topic of a repurchase settlement, securities lending settlement or such different association
that might 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 adequate verification of the requested
representations, the redemption request won’t be thought of to be in correct kind 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 Lower-off Time. The Lower-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 Lower-off Time on such day and (ii) all different procedures set
forth within the Participant Settlement are correctly adopted. Individuals putting or effectuating Customized Redemptions and/or orders involving money
needs to be aware of time deadlines imposed by intermediaries, equivalent to DTC and/or the Federal Reserve System, which can affect 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 accessible, (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 extra data as might
be required by the Distributor. Money Parts might 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 accessible for (parts of) an order, Redemption Baskets might be delivered outdoors the Clearing Course of. Orders outdoors the Clearing
Course of should state that the DTC Participant shouldn’t be utilizing the Clearing Course of and that the redemption might 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 Element
should 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
Element by the appointed occasions on T+1, the redemption might be rejected, besides within the circumstances described beneath. A rejected redemption
request could also be resubmitted the next Enterprise Day.

Orders involving overseas Redemption
Securities are anticipated to be settled outdoors 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 applicable preparations with a
broker-dealer, financial institution or different custody supplier in every jurisdiction through which the Redemption Securities are usually traded and to which
such Redemption Securities (and any cash-in-lieu) may 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, kind, eligibility and acceptance for deposit of any securities
to be delivered shall be decided by the Belief. The Belief’s dedication shall be closing and binding.

Supply of Redemption Basket

As soon as the Fund has accepted
a redemption request, upon subsequent dedication 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 Charge. A Creation Unit tendered for redemption and the fee
of the Money Element, any cash-in-lieu and Transaction Charge might be effected by DTC. The Approved Participant, or the investor
on whose behalf it’s performing, might be recorded on the book-entry system of DTC.

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

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

With respect to orders involving
overseas Redemption Securities, the Fund might settle Creation Unit transactions on a foundation apart from T+3 with a view to accommodate overseas
market vacation schedules, to account for various therapy amongst overseas and U.S. markets of dividend document 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 as a result of native market holidays, the native market settlement course of won’t
start till the top 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 primarily 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
basic in nature and shouldn’t be thought to be 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 Inside 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 web funding earnings or web capital acquire, that are distributed to shareholders
in accordance with the relevant timing necessities. Internet funding earnings and web capital acquire of the Fund might 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 acquire for a fiscal 12 months is computed by making an allowance for any capital loss carryforward
of the Fund. Capital losses incurred after January 31, 2011 might now be carried ahead indefinitely and retain the character of the unique
loss. Below pre-enacted legal guidelines, capital losses might be carried ahead to offset any capital features for eight years, and carried ahead
as short-term capital, no matter the character of the unique loss. Capital loss carry forwards can be found to offset future
realized capital features. To the extent that these carry forwards are used to offset future capital features it’s possible that the quantity
offset won’t be distributed to shareholders.

The Fund intends to distribute
all of its web funding earnings, any extra of web short-term capital features over web long-term capital losses, and any extra of web
long-term capital features over web short-term capital losses in accordance with the timing necessities imposed by the Tax Code and due to this fact
shouldn’t be required to pay any federal earnings or excise taxes. Distributions of web capital acquire, if any, might be made yearly no
later than December 31 of every 12 months. Each kinds of distributions might be in shares of the Fund until 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 very least 90% of its gross earnings from dividends,
curiosity, funds with respect to securities loans, web earnings from sure publicly traded partnerships and features from the sale or different
disposition of securities or foreign currency, or different earnings (together with, however not restricted to, features 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 very 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 firms, and different securities (for functions of this calculation, typically restricted
in respect of anybody issuer, to an quantity not larger 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 firms) anybody issuer, two or extra issuers that the Fund controls
and which are decided to be engaged in the identical or related 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 12 months, it is going to be handled as a company for federal earnings tax functions.
As such the Fund can be required to pay earnings taxes on its web funding earnings and web realized capital features, if any, on the charges
typically relevant to firms. Shareholders of the Fund typically wouldn’t be chargeable for earnings tax on the Fund’s web funding
earnings or web realized capital features of their particular person capacities. Distributions to shareholders, whether or not from the Fund’s web
funding earnings or web realized capital features, can be handled as taxable dividends to the extent of present or collected earnings
and earnings of the Fund.

The Fund is topic to a 4%
nondeductible excise tax on sure undistributed quantities of bizarre earnings and capital acquire underneath a prescribed formulation contained in
Part 4982 of the Tax Code. The formulation requires fee to shareholders throughout a calendar 12 months of distributions representing at the very least
98% of the Fund’s bizarre earnings for the calendar 12 months and at the very least 98.2% of its capital acquire web earnings (i.e., the surplus of its
capital features over capital losses) realized through the one-year interval ending October 31 throughout such 12 months plus 100% of any earnings that
was neither distributed nor taxed to the Fund through the previous calendar 12 months. Below bizarre 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 web
funding earnings and the surplus of web short-term capital acquire over web long-term capital loss are taxable to shareholders as bizarre
earnings.

Distributions of web capital
acquire (“capital acquire dividends”) typically are taxable to shareholders as long-term capital acquire; 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 “web funding
earnings,” which ought to embrace dividends from the Fund and web features 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 end result within the recognition of taxable acquire 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 acquire or loss is handled as a capital acquire or loss if the shares
are held as capital belongings. Nonetheless, any loss realized upon the redemption of shares inside six months from the date of their buy
might be handled as a long-term capital loss to the extent of any quantities handled as capital acquire 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 web
funding earnings and web capital acquire might be taxable as described above, whether or not obtained in extra money or shares. Shareholders
electing to obtain distributions within the type of extra shares could have a value 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
web funding earnings and web capital acquire, whether or not obtained in shares or in money, should 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 document date in such a month,
if any, might be deemed to have been obtained by shareholders on December 31, if paid throughout January of the next 12 months. Redemptions
of shares might end in tax penalties (acquire or loss) to the shareholder and are additionally topic to those reporting necessities.

Below the Tax Code, the Fund
might be required to report back to the Inside Income Service all distributions of taxable earnings and capital features in addition to gross proceeds
from the redemption or change of Fund shares, besides within the case of sure exempt shareholders. Below the backup withholding provisions
of Part 3406 of the Tax Code, distributions of taxable web funding earnings and web capital acquire 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 legislation, or if the Fund is notified by the IRS or a dealer that withholding is required as a result of 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 extra shares, might be diminished 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 might 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 features into short-term capital features and convert short-term capital losses into
long-term capital losses. These guidelines may due to this fact 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 or overseas
currency-denominated devices) are more likely 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 might be handled as (i) a dividend to the
extent of the Fund’s remaining earnings and earnings (together with earnings and earnings 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 acquire 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 therapy.

Passive Overseas Funding Corporations

Funding by the Fund in sure
passive overseas funding firms (“PFICs”) may topic the Fund to a U.S. federal earnings tax (together with curiosity costs)
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. Nonetheless, the Fund might elect to deal with a PFIC as a professional electing fund (“QEF”),
through which case the Fund might be required to incorporate its share of the corporate’s earnings and web capital features yearly, regardless
of whether or not it receives any distribution from the corporate.

The Fund additionally might make an election
to mark the features (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 12 months. Such features and losses are handled as bizarre earnings and loss.
The QEF and mark-to-market elections might speed up the popularity of earnings (with out the receipt of money) and improve the quantity required
to be distributed for the Fund to keep away from taxation. Making both of those elections, due to this fact, might require the Fund to liquidate different
investments (together with when it’s not advantageous to take action) to satisfy its distribution requirement, which additionally might speed up the popularity
of acquire and have an effect on the Fund’s complete return.

Overseas Forex Transactions

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

Overseas Taxation

Earnings obtained by the Fund
from sources inside overseas international locations could also be topic to withholding and different taxes imposed by such international locations. Tax treaties and conventions
between sure international locations and the U.S. might scale back or eradicate such taxes. If greater than 50% of the worth of the Fund’s complete belongings
on the shut of its taxable 12 months consists of securities of overseas firms, the Fund might be able to elect to “cross by”
to the Fund’s shareholders the quantity of eligible overseas earnings and related taxes paid by the Fund. If this election is made, a
shareholder typically topic to tax might be required to incorporate in gross earnings (along with taxable dividends truly obtained)
his or her professional rata share of the overseas taxes paid by the Fund, and could also be entitled both to deduct (as an itemized deduction) his or
her professional rata share of overseas taxes in computing his or her taxable earnings or to make use of it as a overseas 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 very least 15 extra days through the 30-day interval surrounding the ex-dividend date to
be eligible to assert a overseas tax credit score with respect to a acquire dividend. No deduction for overseas taxes could also be claimed by a shareholder
who doesn’t itemize deductions. Every shareholder might be notified inside 60 days after the shut of the Fund’s taxable 12 months whether or not
the overseas taxes paid by the Fund will “cross by” for that 12 months.

Usually, a credit score for overseas
taxes is topic to the limitation that it might not exceed the shareholder’s U.S. tax attributable to his or her complete overseas supply
taxable earnings. For this goal, 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, features from the sale of securities might be handled as derived from U.S. sources and sure forex
fluctuation features, together with fluctuation features from overseas currency-denominated debt securities, receivables and payables might be handled
as bizarre earnings derived from U.S. sources. The limitation on the overseas tax credit score is utilized individually to overseas supply passive
earnings, and to sure different kinds of earnings. A shareholder could also be unable to assert a credit score for the complete quantity of his or her proportionate
share of the overseas taxes paid by the Fund. The overseas tax credit score can be utilized to offset solely 90% of the revised various minimal
tax imposed on firms and people and overseas taxes typically should not deductible in computing various minimal taxable earnings.

Authentic Subject Low cost and Pay-In-Sort Securities

Present federal tax legislation requires
the holder of a U.S. Treasury or different mounted earnings zero coupon safety to accrue as earnings every year a portion of the low cost at which
the safety was bought, regardless that the holder receives no curiosity fee in money on the safety through the 12 months. As well as,
pay-in-kind securities will give rise to earnings, which is required to be distributed and is taxable regardless that the Fund holding the safety
receives no curiosity fee in money on the safety through the 12 months.

A few of the debt securities
(with a set maturity date of multiple 12 months 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 difficulty low cost (“OID”) is handled as curiosity
earnings and is included in earnings over the time period of the debt safety, regardless that fee of that quantity shouldn’t be obtained till a later
time, often 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 12 months 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 acquire acknowledged on the disposition of, and any partial fee of principal on,
a debt safety having market low cost is handled as bizarre earnings to the extent the acquire, or principal fee, doesn’t exceed the
“accrued market low cost” on such debt safety. Market low cost typically accrues in equal day by day installments. The Fund might
make a number of of the elections relevant to debt securities having market low cost, which may have an effect on the character and timing of
recognition of earnings.

Some debt securities (with
a set maturity date of 1 12 months 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 kinds of debt securities. Usually, the Fund might be required to incorporate the acquisition low cost,
or OID, in earnings over the time period of the debt safety, regardless that fee of that quantity shouldn’t be obtained till a later time, often when
the debt safety matures. The Fund might make a number of of the elections relevant to debt securities having acquisition low cost, or
OID, which may 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 larger than the full quantity of
money curiosity the Fund truly obtained. Such distributions could also be comprised of the money belongings of the Fund or by liquidation of portfolio
securities, if mandatory (together with when it’s not advantageous to take action). The Fund might understand features or losses from such liquidations.
Within the occasion the Fund realizes web capital features from such transactions, its shareholders might obtain a bigger capital acquire distribution,
if any, than they’d within the absence of such transactions.

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

A short clarification of the
kind and character of the distribution accompany every distribution. In January of every 12 months, the Fund points to every shareholder a press release
of the federal earnings tax standing of all distributions.

Shareholders ought to seek the advice of
their tax advisors in regards to the utility of federal, state and native and overseas tax legislation in mild of their specific state of affairs.

[_____], situated at [_____],
serves because the Fund’s impartial registered public accounting agency for the present fiscal 12 months. The agency gives companies together with
(i) audit of the Fund’s annual monetary statements, (ii) tax companies 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
included 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 included 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 solid proxy votes in a fashion that’s per the
finest pursuits of the Firm’s purchasers. The place the Firm undertakes proxy voting tasks on behalf of a number of purchasers,
it shall take into account whether or not it ought to have totally different voting insurance policies for some or all of those totally different purchasers, relying on the funding
technique and aims 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 purchasers and to supply a duplicate
of proxy voting and these procedures upon shopper request. SAMI may also make accessible the document of the Firm’s votes promptly
upon request.

Except contractually obligated to vote in a sure
method, the Firm will attain its voting selections independently, after applicable investigation. It doesn’t typically intend to delegate
its decision-making or to depend on the suggestions of any third social gathering, though it might take such suggestions into consideration.
The place the Firm deviates from the rules listed beneath, or relies upon upon a 3rd social gathering to make the choice, the explanations shall be
documented. SAMI might seek the advice of with such different consultants, equivalent to CPA’s, funding bankers, attorneys, and so on., because it deems mandatory
to assist attain knowledgeable selections.

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

SAMI typically will monitor proposed company
actions and proxy points concerning shopper securities and will take any of the next actions primarily based on one of the best pursuits of its purchasers:
(i) decide find out how to vote the proxies; (ii) abstain; or (iii) observe the suggestions of an impartial proxy voting service in voting
the proxies.

On the whole, the Firm will decide find out how to
vote proxies primarily based on cheap judgment of the vote almost definitely to provide favorable monetary outcomes for its purchasers. Proxy votes
typically might be solid in favor of proposals that keep or strengthen the shared pursuits of shareholders. Proxy votes typically will
be solid towards proposals having the other impact. The Firm will at all times take into account both sides of every proxy difficulty.

Non-Voting of Proxies

SAMI will typically not vote proxies within the following
conditions:

Administration Proposals

Absent good purpose on the contrary, the Firm
will typically give substantial weight to administration suggestions concerning voting. That is primarily based on the view that administration is often
in one of the best place to know which company actions are in one of the best pursuits of frequent shareholders as an entire.

SAMI will typically vote for routine issues proposed
by issuer administration, equivalent to setting a time or place for an annual assembly, altering the title or fiscal 12 months of the corporate, or voting
for administrators in favor of the administration proposed slate. Different routine issues through which the Firm will typically vote together with firm
administration embrace: appointment of auditors; charges paid to board members; and alter within the board construction. The Firm will typically
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 per customary trade requirements and practices, in addition to the legal guidelines of the state of incorporation relevant to the corporate.
Routine issues might not necessitate the identical degree of study than non-routine issues.

Non-Routine Issues

Non-routine issues embrace things like:

In non-routine issues, the Firm will try to be typically
conversant in the questions at difficulty. Non-routine issues might be voted on a case-by-case foundation given the complexity of many of those
points.  When figuring out find out how to 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 information.

Processing Proxy Votes

The CCO will be answerable 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 precise difficulty. For proxies that aren’t clearly “routine”, the Firm, together with the CCO, will decide
find out how to vote every such proxy by making use of these insurance policies and procedures. Upon making a choice, the proxy might be executed and returned
for submission to the issuer. SAMI’s proxy voting document might 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 purchasers 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 purchasers with respect to a proxy difficulty conceivably might 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 purchasers might come up when the Firm’s relationships with an issuer or with a associated third social gathering truly battle, or seem
to battle, with one of the best pursuits of the Firm’s purchasers.

If the problem 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 problem shouldn’t be particularly addressed
in these insurance policies and procedures and an obvious or precise battle exists, the Firm shall both: i) delegate the voting resolution
to an impartial third social gathering; ii) inform purchasers of the battle of curiosity and procure advance consent of a majority of such purchasers
for a specific voting resolution; or iii) receive approval of a voting resolution from the Firm’s CCO, who might be answerable for
documenting the rationale for the choice made and voted.

In all such instances, the Firm will make disclosures
to purchasers of all materials conflicts and can preserve documentation supporting its voting selections.

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

Disclosure to Purchasers

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

Proxy Advisory Agency

When the Firm retains a proxy advisory agency
to supply analysis, voting suggestions or voting execution companies, the Firm shall conduct cheap oversight to make sure the
proxy advisor’s suggestions are per the Firm’s proxy voting insurance policies and in one of the best curiosity of the Firm’s
purchasers and buyers. The extent of oversight might differ relying on (1) the scope of the funding adviser’s voting authority,
and (2) the kind of features and companies that the funding adviser has retained the proxy advisory agency to carry out.

Periodic Advisory Agency Testing

The Firm shall periodically consider the proxy
companies offered by third social gathering suppliers which ought to take into account the companies, suggestions made by the supplier and the way the supplier
voted, as relevant, and take into account the steps enumerated beneath.

When conducting oversight of a proxy advisory
agency, the Firm ought to take into account taking the next steps:

Class Motion Lawsuits

Every now and then, securities held within the accounts
of purchasers 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 obligation 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 accountability to provoke
litigation to recuperate damages on behalf of purchasers who might have been injured due to actions, misconduct, or negligence by company
administration of issuers whose securities are held by purchasers.

The place the Firm receives written or digital
discover of a category motion lawsuit, settlement, or verdict instantly regarding a shopper account, it should ahead all notices, proof of
declare types, and different supplies, to the shopper. Piece of email is suitable the place applicable if the shopper has approved contact
on this method.

PART
C: OTHER INFORMATION

Merchandise
28. Displays

Merchandise
29. Individuals Managed by or Below Widespread Management with the Funds

The desk beneath depicts the individuals managed
or underneath frequent management with the Funds:

Every a Managed Overseas Company was shaped 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 through which the Belief has an curiosity as a shareholder, creditor or in any other case (“Lined Individual”), shall be indemnified
by the Belief to the fullest extent permitted by legislation towards legal responsibility and towards all bills moderately incurred or paid by him in
reference to any declare, motion, swimsuit or continuing through 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 Lined Individual to the extent such indemnification is prohibited by relevant
federal legislation.

The Underwriting Settlement gives 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 throughout the which means of Part 15 of the Securities Act of
1933 towards any loss, legal responsibility, declare, damages or expense (together with the cheap price of investigating or defending any alleged loss,
legal responsibility, declare, damages or expense and cheap counsel charges incurred in connection therewith) that the Distributor might incur arising
out of or primarily based upon: (i) Distributor serving as distributor for the Belief in compliance with this Settlement and relevant legislation; (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 tasks on this Settlement; (iii) any declare that the Registration Assertion, Prospectus, Assertion of Extra Info,
product description, shareholder stories, Advertising Supplies and commercials particularly accredited by the Registrant and the Adviser/Sub-Adviser
or different data filed or made public by the Registrant (as on occasion amended) included an unfaithful assertion of a fabric
reality or omitted to state a fabric reality required to be said therein or mandatory with a view to make the statements therein (and within the
case of the Prospectus, Assertion of Extra Info and product description, in mild of the circumstances underneath which they had been
made) not deceptive underneath the Securities Act, or some other statute or the frequent legislation; (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 through which the Adviser or every Sub-Adviser is ready forth within the relevant Fund’s Prospectus
within the part entitled “Administration” and Assertion of Extra Info within the part titled “Funding Adviser”.

The data required
by this Merchandise 31 with respect to every director, officer or accomplice of the Adviser is included 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 accomplice
of the Sub-Adviser is included 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 accomplice of Altis Companions
(Jersey) Restricted is included by reference to its NFA Registration (NFA ID: 0358093). Info
concerning Altis Companions (Jersey) Restricted NFA Registration is on the market, 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 firms 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 predominant enterprise
deal with is Three Canal Plaza, Suite 100, Portland, ME 04101.